Agenda packet — West Sacramento City Council, August 19, 2026 (part 3 of 5)

F3. Transit Accessibility: Transportation accessibility has seen a positive development; the Bee Line on demand micro-transit service now directly serves the Fourth & Hope facility in Woodland. Staff and clients related positive experiences with the service, noting the reduced need for volunteers to transport residents and the availability of fare vouchers.

F4. Funding Stability: Funding remains fragmented. State and federal housing funding for Yolo County decreased, placing an even heavier burden on these high-performing local providers. The inadequate outreach of City and County to the general public has resulted in a lack of community awareness and understanding of the programs that address homelessness and the progress being made. This potentially limits public support for funding of these programs.

F5. Yolo County Homeless and Poverty Action Committee (HPAC) remains largely invisible to residents, limiting its ability to act as a transparent and publicly recognized leader in addressing homelessness in Yolo County. Yolo County has inadequately informed County residents about HPAC and its rote in addressing homelessness, undermining its ability to act as a transparent and publicly recognized coordinating organization. While HPAC serves as the federally mandated "Continuum of Care" (CoC) body-essential for securing millions in grant funding-it operates with a severe staffing deficit that prioritizes administrative compliance over community engagement.

RECOMMENDATIONS
R2. County-Wide Awareness Campaign: Yolo County and the cities of Davis, Woodland, and West Sacramento should initiate awareness campaigns. These campaigns could include:
a. press releases,
b. articles in newsletters,
c. presentations at regularly scheduled public gatherings, and d. social media.

R3. Community Fundraising Event: The County should sponsor events, in cooperation with public and non-profit organizations to educate the public and to raise funds to support ongoing efforts to address homelessness.

Environmental Considerations
N/A
Commission Recommendation
N/A
Strategic Plan Integration
N/A
Alternatives
The City Council’s response to the Grand Jury report is required by law. As an alternative to staff’s recommendation, however, the Council could direct staff to make specified revisions to the proposed response to the report.

Coordination and Review
This report was prepared by City Manager’s Office in coordination with the Police Department and Economic Development and Housing Department.

Budget/Cost Impact
N/A

ATTACHMENTS

1. Yolo County Grand Jury titled “Unified Action: Strengthening the Yolo County Homelessness Response”

2. Draft City Council Response to the Yolo County Grand Jury titled “Unified Action: Strengthening the Yolo County Homelessness Response
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1110 West Capitol Avenue
West Sacramento, CA 95691
(916) 617-4500
www.cityofwestsacramento.org
August 19, 2026
Yolo County Grand Jury Foreperson, Richard Zeiger
120 W Main Street, Suite A
Woodland, CA 95695

Re: West Sacramento City Council Response to Grand Jury Report – Unified Action:

Strengthening the Yolo County Homelessness Response
Dear Foreperson Zeiger:

The West Sacramento City Council is in receipt of the Grand Jury’s report on Homelessness dated June 18, 2026. The report makes five findings (F1-F5) and two recommendations (R2 - R3). Pursuant to Penal Code Sections 933 and 933.05, the Grand Jury requested the City Council respond to all findings and all recommendations within 90 days. As requested, the City Council has provided the responses requested by the Grand Jury below.

GRAND JURY FINDINGS
F1. Commendation of Service: The Grand Jury finds that Paul’s Place, Fourth & Hope, and the Homeless Emergency Housing Program are performing exemplary work. Their ability to maintain a standard of dignity, safety, and comprehensive case management-despite severe resource constraints-is a testament to the exceptional leadership and dedication exhibited by the staff at these locations.

Agreed. The City is proud of the dedicated professionals working both in the field and behind the scenes who continue to deliver high-quality homelessness services while navigating the complexity of coordinating across multiple departments and partner agencies. Staff consistently demonstrate professionalism, innovation, and compassion while balancing outreach, emergency shelter operations, case management, encampment response, behavioral health coordination, and community engagement.

Although services currently span multiple operational areas, City leadership has remained committed to ensuring seamless service delivery through strong interdepartmental collaboration and shared accountability. The City's ongoing effort to unify homeless services under a single department reflects our commitment to reducing organizational fragmentation while building upon the strong foundation established by current staff and leadership.

F2. A lack of sufficient staffing persists:
a. Fourth & Hope remains overly dependent on volunteer labor to fulfill essential maintenance and security functions, creating potential gaps in safety and upkeep. b. Paul's Place struggles to provide the 24-hour staffing necessary to maintain care standards for its clients.
c. The West Sacramento program is operated by the City and appears to be less impacted by staffing issues.
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2 d. While HPAC serves as the federally mandated "Continuum of Care" (CoC) body essential for securing millions in grant funding-it operates with a severe staffing deficit that prioritizes administrative compliance over community engagement.

Agreed. The City has proactively responded to staffing challenges by adapting operations to maintain continuity of services. Following the closure of Downtown Streets Team's operations, West Sacramento transitioned homeless case management services to City staff, ensuring uninterrupted support for program participants and preserving continuity of care.

While vacancies currently exist within portions of the encampment response and emergency motel housing programs, active recruitment efforts are underway. The City anticipates filling these positions and achieving full staffing by the end of the current quarter.

Despite existing vacancies, core services have continued without interruption through the dedication and flexibility of City staff, who have consistently prioritized maintaining service delivery while recruitment efforts progress.

F3. Transit Accessibility: Transportation accessibility has seen a positive development; the Bee Line on demand micro-transit service now directly serves the Fourth & Hope facility in Woodland.

Staff and clients related positive experiences with the service, noting the reduced need for volunteers to transport residents and the availability of fare vouchers.

Agreed. Within the West Sacramento city limits, transportation is generally not considered a significant barrier due to the availability of YoloBus fixed-route service and the City's Via ondemand microtransit program, both of which provide residents with accessible transportation options throughout the community.

Transportation to emergency shelter at Fourth and Hope can remain an opportunity for improvement when shelter beds are available and individuals choose to access services.

Outreach staff routinely coordinate transportation to available shelter placements and continue working with regional partners to reduce transportation barriers whenever possible.

F4. Funding Stability: Funding remains fragmented. State and federal housing funding for Yolo County decreased, placing an even heavier burden on these high-performing local providers.

The inadequate outreach of City and County to the general public has resulted in a lack of community awareness and understanding of the programs that address homelessness and the progress being made. This potentially limits public support for funding of these programs.

Agreed. The City recognizes that homelessness funding remains highly competitive and dependent upon state and federal resources that fluctuate from year to year. To improve long term sustainability, West Sacramento has diversified its service delivery model by leveraging local investments, grant funding, exploring healthcare partnerships, and collaborative regional initiatives. Examples include securing federal funding for the Mosaic West Sac Supportive Housing project, which will expand access to supportive housing for residents experiencing or at risk of homelessness, and the City’s Inclusionary Housing Policy and other policy changes designed to lower impact fees to decrease construction costs for affordable housing.

The City also acknowledges the importance of increasing public awareness regarding homelessness programs and outcomes. Staff regularly communicate program updates through public meetings, City Council presentations, community events, and educational programming.

As organizational capacity expands, the City will continue seeking additional opportunities to 347
3 share information that promotes greater public understanding of homelessness and the progress being made to address homelessness within the community.

Agreed. The City recognizes the important role the Yolo County Homeless and Poverty Action Committee (HPAC) serves as the County's Continuum of Care and values its responsibility in regional planning, collaboration, and securing funding to address homelessness throughout Yolo County. HPAC is an important regional partner, and the City remains committed to actively participating in its work through board representation and ongoing collaboration.

There are opportunities to strengthen HPAC's visibility, regional leadership, and community engagement. As homelessness continues to impact every jurisdiction within Yolo County, there is value in expanding outreach and communication beyond the organizations that regularly participate in HPAC governance to ensure broader engagement with local governments, community stakeholders, businesses, and residents across the county. Continued efforts to increase transparency, strengthen regional coordination, and elevate public awareness of HPAC's work would further reinforce its role as the countywide leader in addressing homelessness.

Additionally, because city representatives currently serve in an ex officio capacity, they are not eligible to serve on the Executive Board. This may limit city participation in executive-level discussions where regional priorities, strategic direction, funding alignment, and accountability measures are developed.

Cities are central partners in the homelessness response and are responsible for much of the direct operational work, including outreach, encampment response, emergency housing, enforcement coordination, blight removal, public-space impacts, and responding to resident and business concerns. Strengthening the connection between city-level operations and HPAC’s executive-level planning would improve regional coordination, transparency, and shared accountability.

The City is committed to working collaboratively with HPAC, Yolo County, and regional partners to support these efforts and help strengthen HPAC's ability to serve as an effective, inclusive, and visible leader in coordinating a countywide response to homelessness.

GRAND JURY RECOMMENDATIONS
R2. County-Wide Awareness Campaign: Yolo County and the cities of Davis, Woodland, and West Sacramento should initiate awareness campaigns. These campaigns could include:
a. press releases,
b. articles in newsletters,
c. presentations at regularly scheduled public gatherings, and d. social media.
348
4 West Sacramento currently hosts an annual Homeless Resource Fair in partnership with Yolo County Children's Alliance, providing residents with direct access to community resources, service providers, and educational information regarding homelessness programs.

In addition, information regarding the City's homeless response efforts is routinely shared through the City’s Community Academy, West Sacramento Police Department Youth Academy, community meetings, and City Council presentations. Homeless Outreach staff also participate in neighborhood and community meetings as requested to answer questions and provide program updates.

The City recognizes additional opportunities for targeted outreach and public education and will continue expanding these efforts as staffing capacity allows.

The City supports collaborative efforts that increase public awareness of homelessness and strengthen regional partnerships. West Sacramento is willing to participate in County-sponsored educational and fundraising events by providing staff to share information, answer questions, and highlight local efforts to address homelessness.

Should future fundraising initiatives be developed, the City encourages establishing clear governance, transparency, and distribution plans for funds raised to ensure resources are effectively allocated and aligned with agreed-upon regional priorities.

Homelessness remains one of the most complex and persistent challenges facing West Sacramento, Yolo County, the greater Sacramento region, and communities throughout California. There is no single solution, and meaningful progress requires sustained collaboration among local governments, service providers, healthcare partners, law enforcement, and the community.

The City of West Sacramento believes it is taking the incremental yet meaningful steps necessary to strengthen its response by balancing compassionate services with accountability, while remaining responsive to the needs of both individuals experiencing homelessness and the broader community. Through continued investments in outreach, behavioral health partnerships, emergency housing, case management, and organizational improvements, the City is building a more coordinated and effective system of care.

Looking ahead, the City has identified additional initiatives in the upcoming fiscal year to further enhance its ability to address homelessness and promote community wellness. By continuing to strengthen coordination, improve transparency, and reinforce accountability, West Sacramento remains committed to delivering effective, data-informed services while preserving the safety, health, and quality of life for all members of the community.

Sincerely,
Martha Guerrero
Mayor of West Sacramento
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CITY COUNCIL AGENDA REPORT
MEETING DATE: August 19, 2026 ITEM # 19
SUBJECT:

PUBLIC HEARING AND FIRST READING OF ORDINANCE 26-57 FOR PROPOSED

THIRD AMENDMENT TO THE RIVER PARK DEVELOPMENT AGREEMENT TO EXTEND

THE TERM OF THE AGREEMENT
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [ ] Staff
[ X ] Other
Seamus Laffey, Senior Planner
Community Development Department
ATTACHMENT [X] Yes [ ] No [ ] Information [ ] Direction [X] Action

OBJECTIVE
The purpose of this item is to facilitate the City Council’s consideration of a proposed amendment to extend the term of the existing Development Agreement (DA) between Sun M Capital, LLC and the City of West Sacramento (City) for the River Park project by two years.

RECOMMENDED ACTION
Staff respectfully recommends that the City Council:

1. Conduct the public hearing;

2. Waive first reading and read by title and number only, of Ordinance 26-57 (Attachment 1) regarding a proposed third amendment to a Development Agreement (“DA Amendment”) with River Park; and

3. Inform the audience that the second reading and adoption of Ordinance 26-57, is tentatively scheduled for September 9, 2026.

BACKGROUND
On June 18, 2008, the City Council approved the River Park master plan project consisting of up to 2,284 residential units, parks, open space, and a small commercial site in the Southeast Village of Southport (see Attachment 2, River Park Location Map). As part of the project approvals, a Development Agreement (“DA”) was entered into with the primary landowner that at the time controlled 452 acres. In addition to the DA, project approvals included a General Plan Amendment, rezoning, design guidelines, a finding of consistency with Resolution 06-63, and an Environmental Impact Report (EIR). The original DA had a 15-year term that became effective on July 18, 2008 (see Attachment 3, River Park Development Agreement). The City Council approved a one-year extension to the DA on June 7, 2023, extending it to July 18, 2024, and a subsequent extension on July 17, 2024, extending it to July 18, 2026.

The DA approved in 2008 was with the prior property owner, SCL West Sac Holdings LLC. Sun M Capital, LLC acquired the River Park project properties on April 25, 2011; the DA was assigned and assumed by Sun M with approval from the West Sacramento City Manager and City Attorney. Sun M assumed the obligations in the DA as they were originally approved.

Since Council’s approval of the project in 2008, the West Sacramento Area Flood Control Agency (WSAFCA) constructed the Southport Levee Improvement Project along the Sacramento River. The levee project expanded the Sacramento River channel with the construction of a new setback levee and removal of the prior levee. This required acquisition of a considerable portion of the approved River Park project area. Once the extent of WSAFCA’s land acquisition needs was known and executed, Sun M Capital, LLC applied for project modifications to reflect the updated project levee footprint.

The River Park project area is currently planned for residential development of varying densities, neighborhood commercial, open space, parkland uses and land for possible dedication to the school district for a new school site. A residential village has been planned in the southeast corner of Southport since the 1990’s era Southport Framework Plan and this project has been incorporated into the City’s General Plan.

City staff are currently processing modifications requested by the applicant that will be heard by the Planning Commission and City Council at a future date after public outreach, workshops, and updated environmental 350
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analysis is complete, including enhanced requirements for Large Development Projects as required by Title 17, the Zoning Code. The DA will also require renegotiation to accommodate the project’s modifications and extended term. Below is a brief summary of recent project milestones:

October 4, 2023 Memo provided to applicant on outstanding items, including the need to update the Design Guidelines to reflect state legislation regarding objective design guidelines (SB 330).

March 31, 2025 The applicant submitted revised River Park Development and Design Standards incorporating objective design guidelines consistent with California statutory requirements.

November 14, 2025 City staff provided formal comments on the updated submittal along with comments from the Washington Unified School District that would necessitate land use changes for a larger school site.

February 23, 2026 City enters into contract with NCE to complete the Environmental Impact Report for the proposed modified project.

May 15, 2026 The applicant submitted revised River Park Development and Design Standards with an updated land use plan to address City’s and WUSD comments provided on November 14, 2025.

July 10, 2026 The City received an updated admin draft Environmental Impact Report from NCE that reflects the modified project submitted from the applicant on November 14, 2025.

Prior to any development commencing, the applicant will need to submit a tentative subdivision map application to subdivide the large properties. The tentative subdivision map will be subject to review by the City’s Planning Commission. The City Council ministerially approves Final maps after all conditions of each tentative map have been met. As there are numerous steps to successfully complete prior to commencing project construction, staff anticipates that development is at least a few years away, especially if Sun M sells the entitled project to another developer or homebuilder.

Development Agreements
DAs are contracts negotiated between project applicants and the City. They are not required but are common for larger development projects. DAs often provide a vested right to the applicant so they can proceed ahead with the development as approved by the City Council at the time the project is approved in accordance with the existing policies, rules, and regulations at the time. This surety/guarantee is attractive for developers required to make large up-front investments in infrastructure for large projects that take many years to complete. Similarly, a DA can include a developer’s commitment to project amenities, specific phasing and timing of improvements and other terms that provide the community with a level of certainty.

General Plan
The City’s General Plan guides the future development of the City and the last comprehensive update that included land use changes was approved by the City Council in 2016. The properties that make up the River Park project include a variety of land uses including Rural Residential, Low Density Residential, Medium Density Residential, High Density Residential, Commercial, Recreation and Parks, Open Space and Public/ QuasiPublic. The General Plan land uses provide for approximately 4,050 residential dwelling units within the project site if developed at the maximum density. However, DA Section 19.4 limits the number of residential dwelling units to 2,284.

ANALYSIS
The action before the City Council is limited to a two-year term extension. No project modifications are being approved, considered, or recommended through this action. The proposed DA Amendment would extend the existing DA’s term for an additional two years, setting the new expiration date as July 18, 2028. This extension will preserve the status quo and allow staff and the current landowner to renegotiate the DA to reflect current policy objectives while processing the requested entitlements. This way, a comprehensive package can be brought before the Planning Commission and City Council for consideration. 351
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Extending the DA preserves the obligations required of the developer that could not otherwise be attained through typical entitlements such as conditional use permits and subdivision maps. It is important to note that even if the DA were to expire, the project could still proceed based on existing zoning. Highlights of these DA obligations are provided below:

6.2 Vesting Tentative Maps
Any vesting tentative map filed in connection with the project will not vest the project landowner in any rights with respect to any matter that is identified in the DA. This DA does not provide the project landowner with any fee vesting.

10.1 Master Affordable Housing Agreement
Prior to the approval of the first residential small lot tentative subdivision map, or the first use permit, zoning administrator permit, design review approval, or building permit for a land use not requiring a small lot tentative map, the parties shall enter into a Master Affordable Housing Agreement to the City's satisfaction in accordance with the provisions of Chapter 15.40 (the "Inclusionary Housing Ordinance"), in general, and Section 15.40.110, in particular, of the West Sacramento Municipal Code.

Traffic Improvements (Exhibit H)
• Landowner required to Install a traffic signal at the Jefferson Boulevard/Davis Road intersection. • Landowner required to reconstruct Davis Road to latest Rural Road Standards, both within the Project and to the west of Project to Jefferson Blvd., including traffic calming measures. • Landowner required to redesign and reconstruct Davis Road/Gregory Avenue/Jefferson Blvd.

Intersection.

12.6.2 South River Road (Mike McGowan) Bridge Project
Landowner is required to pay their fair share cost for the design and construction of the South River Road bridge (McGowan Bridge). Because this bridge has already been constructed these funds could be redirected to the design of the Enterprise Crossing.

15.1 Public Safety
In order to pay the start-up costs for one public safety officer for all three shifts for the first five years, Landowner shall pay $330,000 per year for five years, payable over five annual installments. The first installment shall be paid prior to issuance of the first building permit for the third phase of the Project (as described in Exhibit C), and the subsequent four installments shall be paid no later than each annual anniversary date thereafter. Landowner acknowledges that the City may adjust the $330,000 amount to account for inflation based upon the Consumer Price Index for the region. If the parties mutually agree, a CFD (or other financing mechanism acceptable to the City) may be established to finance said public safety officer position.

15.2 School Dedication
Landowner shall enter into a mitigation agreement with the Washington Unified School District ("the WUSD"), to the satisfaction of the WUSD, for the phasing and development of school facilities to serve the Project. Prior to issuance of a building permit for the Project, Landowner shall provide the City with evidence of the fully executed mitigation agreement.

15.4 Enhanced Transit System
Prior to the approval of the first small lot final map for the Project, Landowner shall participate in a phased funding mechanism to finance capital costs for an enhanced transit system, which Landowner's contribution is initially estimated at one million seven hundred thousand dollars ($1,700,000), and participate in a phased financing mechanism for annual operating costs, initially estimated at six hundred thousand dollars ($600,000). Adjusted for inflation this is approximately $2,413,000 and $851,000 annually. The assessment district shall include the Project and any other projects as bound between Jefferson Boulevard, the Sacramento River, and the barge canal, for an enhanced Southport-wide transit system upon City adoption. The Comprehensive Land Use Phasing Plan (Exhibit C) shall address the timing and/or phasing of such mechanism. Landowner acknowledges that the City may adjust the amounts to account for inflation based upon the Consumer Price Index for the region, and further acknowledges that the City may request during the term of this Agreement that the Comprehensive Land Use Phasing Plan (Exhibit C) be amended to account for Landowner's fair share of transit costs. 16 Rural Residential Setback
352
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A thirty (30) foot minimum building setback shall apply for parcels within the Project that are immediately adjacent to the existing rural residential lands on the south side of Davis Road.

19.4 Limitation on Number of Units
Landowner acknowledges and agrees that the development of this Project shall not exceed 2,284 residential units. Landowner expressly waives its rights under the Development Agreement Law to request an amendment to this Agreement or the Project Approvals for the purpose of increasing the number of units for this Project to more than 2,284 residential units.

With the Governor’s signing of the Housing Crisis Act of 2019 (SB 330), local government’s review authority over qualifying housing projects has been significantly reduced. Since the project site is already zoned for single family and multifamily residential uses, there is less incentive for a project applicant going forward to request a DA that includes providing negotiated fees and exactions, such as what is in the River Park DA and identified above. SB 330 provides that a qualifying housing development project is only subject to the ordinances, policies, and standards adopted and in effect when a “preliminary application” is submitted, which occurs at the outset of the entitlement process. Development impact fees, charges, or other monetary exactions are also vested at that same time for the life of the project. Additionally, SB 330 provides that no more than five public hearings, including continued hearings and appeals, may be held on a project after an application for a qualified housing development project is deemed complete. Parcels of land where housing is an allowable use may also not be downzoned, and general or specific plan land use designations may not be changed to a less intensive use unless there is an upzoning elsewhere in the City that would allow the equivalent number of dwelling units. Staff supports an extension of the existing DA in part because of this reduced review authority over housing projects under SB 330.

Environmental Considerations
As part of the project’s approval in 2008, an EIR (State Clearinghouse #2005062027) was prepared and certified to satisfy requirements of the California Environmental Quality Act (CEQA). Because the proposed action extends only the term of the existing Development Agreement and does not authorize any new development, modify the project description, or change the physical environment evaluated in the certified 2008 EIR, none of the conditions in CEQA Guidelines § 15162 requiring subsequent or supplemental environmental review are triggered, and the action is within the scope of the previously approved EIR.

A Subsequent EIR is being prepared for the proposed project amendments and that updated environmental document will require public review and certification by the Planning Commission and City Council when the project amendments are heard by the City Council at a future date. The release of the Subsequent EIR for the proposed project amendments is anticipated this fall.

Commission Recommendation
The Planning Commission approved Resolution 26-5PC on June 4, 2026, that recommends the City Council adopt Ordinance 26-57 (See Attachment 4, Resolution 26-5PC). Originally staff proposed a one-year extension but the Commission revised the Resolution as part of their motion to recommend a two-year extension, which staff supports.

Strategic Plan Integration
Extension of the DA furthers the Council’s 2026 Strategic Plan Principle of Core Services and Infrastructure because it preserves the fiscal sustainability and infrastructure requirements for the River Park development project.

Alternatives
The Council’s primary alternative to the recommended action is to conduct the public hearing and vote not to approve Ordinance 26-57 regarding a proposed DA Amendment with Sun M Capital, LLC relating to future development known as the River Park project. Although staff do not recommend this alternative, staff is prepared to effectuate this alternative. The Council could also ask for additional information and have the item appear on a subsequent agenda.

Coordination and Review
This report was written and reviewed in coordination with the City Attorney’s office.

Budget/Cost Impact
Costs associated with review of the project are paid by the applicant via a reimbursement agreement. 353
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ATTACHMENTS

1. Ordinance 26-57

2. River Park Location Map

3. River Park Development Agreement

4. Resolution 26-5 PC
354
Attachment 1
ORDINANCE 26-57

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF WEST SACRAMENTO

APPROVING THE THIRD AMENDMENT TO DEVELOPMENT AGREEMENT BY AND

BETWEEN THE CITY OF WEST SACRAMENTO AND SUN M CAPITAL, LLC, A

CALIFORNIA LIMITED LIABILITY COMPANY
The City Council of the City of West Sacramento does ordain as follows:

Section 1. Purpose And Authority. The purpose of this Ordinance is to amend that certain Development Agreement by and between the City of West Sacramento and Sun M Capital, A California Limited Liability Company, as successor to SCL Capital LLC, dated June 18, 2008 (“Development Agreement”).

Section 2. Amendments. The City Council hereby approves an amendment to the Development Agreement according to the terms and provisions of the Third Amendment, attached hereto as Attachment A.

Section 3. Severability. If any provision of this Ordinance, or the application of any such provision to any person or circumstance shall be held invalid, the remainder of this Ordinance, to the extent it can be given effect, or the application of those provisions to persons or circumstances other than those as to which it is held invalid, shall not be affected thereby, and to this end the provisions of this chapter are severable.

Section 4. Effective Date and Publication. This Ordinance shall take effect 30 days after its adoption, and pursuant to Resolution 99-46 was published in summary format prior to adoption, and a summary will be published within 15 days after adoption in a paper of general circulation published and circulated within the City of West Sacramento.

PASSED AND ADOPTED by the City Council of the City of West Sacramento this __day of ________________ 2026, by the following votes:

AYES:

NOES:

ABSENT:

ABSTAIN:
__________________________________
Martha Guerrero, Mayor
ATTEST: APPROVED AS TO FORM:
__________________________________ __________________________________ Jennifer Cusmir, City Clerk Jeffrey Mitchell, City Attorney CODIFY ___ UNCODIFY __
355
Attachment A

THIRD AMENDMENT TO

DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF WEST SACRAMENTO

AND SUN M CAPITAL, A CALIFORNIA LIMITED LIABILITY COMPANY This THIRD AMENDMENT to the DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF WEST SACRAMENTO AND SUN M CAPITAL, LLC dated June 18, 2008, is entered into by and between SUN M CAPITAL, LLC (“Developer”) and the City of West Sacramento, a municipal corporation (“City”) is entered pursuant to the authority of Government Code Sections 65864 through 65869.5 and shall be deemed to have an Effective Date of _________________, 2026.

RECITALS
This Third Amendment is predicated upon the following facts and findings:

A. The City and Developer entered into a Development Agreement on June 18, 2008 (“Development Agreement”) relative to the River Park project (the “Project”) as approved on that date by City Ordinance 08-05, a memorandum of which was recorded by the Yolo County Recorder on July 1, 2008 (Instrument #2008-0020526-0) and subsequently extended on by an additional year on June 7, 2023 and an additional two years on July 17, 2024.

B. The Project encompasses approximately 452 acres and is located in the southeast village of Southport and generally bound by the Clarksburg Branch Line Trail to the west, Davis Road to the north and the Sacramento River to the east and south. The project will support a balanced mixed of land uses including approximately 2,284 residential uses in varying densities and a small commercial component.

C. The ownership is now solely comprising of one party, Sun M Capital, A California Limited Liability Company.

D. Section 19 of the Development Agreement provides for amendments to such Agreement pursuant to state law and the West Sacramento Municipal Code.

E. Over the course of the last several years, the real estate market has suffered, and the Project has been delayed for a variety of reasons.

F. As a result of these delays, Developer and the City wish to amend the Development Agreement for an extension to enable the Parties to evaluate the Project’s status, determine if any substantive changes to the Project are necessary to best serve the respective needs of the Parties, and to consider the timeline of the Project going forward.

G. To accommodate these evaluations, the Parties wish to extend the term of the Development Agreement for two years, until July 18, 2028.

H. On June 4, 2026, the Planning Commission conducted a public hearing on this Third Amendment and recommended approval to the City Council.

I. On August 19, 2026, the City Council conducted a public hearing on this Third Amendment and voted to approve the amendment by adoption of Ordinance 26-57. 356
J. The Developer and the City both desire to amend Section 4.2 the Development Agreement to extend the Development Agreement, based on the conditions contained in this Third Amendment.

NOW THEREFORE, the parties agree to amend the Development Agreement as follows:

1. Amendment of Section 4.2. Section 4.2 of the Development Agreement shall be amended to read as follows:
“4.2 Term. The term of this Agreement shall commence on the Effective Date and shall end on July 18, 2028, unless said term is terminated, modified, or extended by circumstances set forth in this Agreement.

4.2.1 Tolling. The term of this Agreement shall be tolled if and for as long as City determines development within the Southport area is infeasible due to State, Federal, or local health and safety requirements; provided, however, that under this circumstance the term of this Agreement shall not be tolled for longer than five (5) years.

Following the expiration of the Term, this Agreement shall be deemed terminated and of no further force and effect, except as described in Section 23.”

2. Remainder of Provisions of Development Agreement. Except as expressly provided herein, nothing in this Third Amendment shall be deemed to waive or modify any of the other provisions of the Development Agreement.

3. Interpretation of Conflicts. In the event that any provisions of this Third Amendment conflict with the provisions of the Development Agreement, the terms of this Third Amendment shall prevail.

4. Memorandum of Third Amendment. Contemporaneously herewith, the City and Developer shall execute a notarized Memorandum of Third Amendment in the form attached hereto as Exhibit A, which Memorandum shall be recorded with the Yolo County Recorder. 357
IN WITNESS WHEREOF, this Third Amendment has been executed by the parties on the day and year first written above.

CITY OF WEST SACRAMENTO Sun M Capital
A municipal corporation A California Limited Liability Company By: ______________________ By: _________________________ Martha Guerrero, Mayor
Print Name: __________________
ATTEST:

By: ______________________
Jennifer Cusmir, City Clerk
APPROVED AS TO FORM:

KRONICK, MOSKOVITZ, TIEDMAN & GIRARD
A professional corporation
By: _______________________
Jeffrey Mitchell, City Attorney
358

EXHIBIT A
Memorandum of Agreement
359

RECORDING REQUESTED BY AND WHEN
RECORDED RETURN TO:

City of West Sacramento
1110 West Capitol Avenue
West Sacramento, CA 95691
NO RECORDING FEE REQUIRED PURSUANT TO GOVT CODE § 27383 SPACE ABOVE LINE FOR RECORDER’S USE ONLY

MEMORANDUM OF THIRD AMENDMENT TO

DEVELOPMENT AGREEMENT BY AND BETWEEN THE CITY OF WEST SACRAMENTO

AND SUN M CAPITAL, A CALIFORNIA LIMITED LIABILITY COMPANY THIS MEMORANDUM OF THIRD AMENDMENT TO DEVELOPMENT AGREEMENT is made this ___ day of ______, 2026, by and between the CITY OF WEST SACRAMENTO ("City") and SUN M CAPITAL ("Developer").

City and Developer are parties to that certain "DEVELOPMENT AGREEMENT BY AND

BETWEEN THE CITY OF WEST SACRAMENTO AND SUN M CAPITAL LLC, A CALIFORNIA LIMITED LIABILITY COMPANY dated June 18, 2008 (Instrument # 2008-0020526-0). The City and Developer are also parties to that certain “THIRD AMENDMENT TO DEVELOPMENT

AGREEMENT BY AND BETWEEN THE CITY OF WEST SACRAMENTO AND SUN M CAPITAL, A CALIFORNIA LIMITED LIABILITY COMPANY,” (“Third Amendment”) dated ________, 2026.

The terms and conditions of the Third Amendment are incorporated herein by this reference. The Development Agreement as amended by the Third Amendment controls the development of the certain real property, including improvements thereto, situated in the County of Yolo, State of California, and described as follows:

SEE EXHIBIT “1”
Dated: ________________________

THE CITY OF WEST SACRAMENTO
By: ___________________________
Martha Guerrero, Mayor
Attest: ________________________
Jennifer Cusmir, City Clerk
Dated: ____________________________
Sun M Capital, LLC
By: _______________________________

Print name: ________________________
Title: _____________________________
360
Exhibit 1
Legal Description
361
River Park offers convenient access to West Sacramento neighborhoods and downtown Sacramento, north and northeast of the project area, respectively (see location map above). Directly east, across the Sacramento River, are the Sacramento neighborhoods of Land Park, Greenhaven, and the Pocket area; to the southeast are Elk Grove and the community of Florin. Unimproved agricultural and single-family residential areas are west and south of the project area.

The original Southport Framework Plan designated four quadrants, or “villages”: the Northeast, Northwest, Southeast, and Southwest Villages (see map above). River Park occupies most of the Southeast Village, the smallest of the four villages. Each village in Southport is being designed as a separate, internally cohesive community; all eventually will be connected by Village Parkway, which will circumnavigate Southport. As shown in the map, Village Parkway will be extended south past Lake Washington Boulevard into River Park, where it will turn west and connect to the existing Village Parkway at Jefferson Boulevard. Stonegate Drive will be extended from Linden Road south to the proposed Village Parkway extension, connecting River Park to Southport’s Northeast Village. South River Road, which borders River Park along the riverfront, connects River Park with Southport’s other three villages.

2.0 Location and Context

REGIONAL CONTEXT SOUTHPORT CONTEXT
Sacramento Int’l AirportPort of SacramentoSOUTHPORT FRAMEWORKPLAN AREARIVER PARKSacramento RiverProposed Village ParkwayYolo “Rails-to-Trails” ParkwayCity of West Sacramento Boundaryand the SOUTHEAST VILLAGE Northwest VillageNortheast VillageSouthwest VillageSOUTHEAST VILLAGE Location Map: City of West Sacramento
Southport Framework Plan Area
Village Boundary
Southport Framework Plan Area BoundaryProposed Major Roadways Existing Major Roadways
River Park Project Area Boundary
pg 10
Location and Context Design Guidelines
RIVER PARK Master Planned Village
Sacramento River
Yolo “Rails-to-Trails” Parkway
Jefferson Blvd.

Village Parkway
Deep Water Channel City of Sacramento
Stonegate Dr.

Bevan Rd.

Davis Rd.

Lk. Washington Blvd.

South River Rd.

Linden Rd.

REGIONAL CONTEX

T SOUTHPORT CONTEX
T
Downtown Sacramento
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RESOLUTION 26-5PC

A RESOLUTION OF THE PLANNING COMMISSION

OF THE CITY OF WEST SACRAMENTO

RECOMMENDING ADOPTION BY THE CITY COUNCIL OF A THIRD AMENDMENT

TO A DEVELOPMENT AGREEMENT WITH SUN M CAPITAL, LLC, A CALIFORNIA

LIMITED LIABILITY COMPANY, PERTAINING TO DEVELOPMENT OF THE

RIVERPARK PROJECT
WHEREAS, on June 4, 2026, the West Sacramento Planning Commission conducted a public hearing on a Third Amendment to a Development Agreement; and WHEREAS, the Planning Commission has duly considered all information before them; and
WHEREAS, the Planning Commission has found that the proposed Third Amendment to the Development Agreement is consistent with the goals, policies and implementation programs of the City of West Sacramento General Plan; and WHEREAS, the proposed Third Amendment to the Development Agreement does not require further environmental review pursuant to Sections 15162 of the CEQA Guidelines; and
NOW, THEREFORE, BE IT RESOLVED by the Planning Commission recommends that the City Council take the following actions:

1. The recitals above are true, correct, and incorporated herein by reference.

2. The Planning Commission recommends that the City Council approve the proposed Third Amendment to the Development Agreement, extending it by two years via Ordinance 26-57.

PASSED AND ADOPTED by the Planning Commission of the City of West Sacramento this 4th day of June 2026, by the following vote:

AYES: Sablan, Olivarez, Delgado, Wong, Jackson
NOES:

ABSTAIN:

ABSENT:
___________________________________
Matthew Delgado, Planning Commission Chairperson
ATTEST:

Tristan Osborn, AICP, Secretary
Docusign Envelope ID: 76A88F3B-BA84-8438-8325-3F28E88BDC94 432

CITY COUNCIL AGENDA REPORT
MEETING DATE: August 19, 2026 ITEM # 20
SUBJECT:

WORKSHOP ON PROPOSED CONTRACT FOR SERVICES WITH GREENWASTE

RECOVERY, LLC FOR EXCLUSIVE SOLID WASTE COLLECTION
INITIATED OR REQUESTED BY: REPORT COORDINATED OR PREPARED BY:
[ ] Council [ X ] Staff
[ ] Other
Ryan Burnett, Sustainability Manager
Community Development Department
Katelyn Scholz, Senior Managing Consultant
R3 Consulting Group, Inc.

ATTACHMENT [ X ] Yes [ ] No [ X ] Information [ ] Direction [ ] Action

OBJECTIVE
The purpose of this workshop is to present information to Council regarding a contract with GreenWaste Recovery, LLC to provide exclusive solid waste collection services for the residential sector and portions of the commercial sector. The intent is to receive feedback from Council and the public regarding waste hauling services..

RECOMMENDED ACTION
Staff respectfully recommends that the City Council conduct a workshop to provide feedback and comments on and to receive feedback and comments from the community on the proposed contract with GreenWaste Recovery, LLC to provide exclusive solid waste collection services. Based on feedback, Staff will return with this item at a future meeting for consideration of the contract.

BACKGROUND
USA Waste of California, Inc. (WM) serves as the exclusive solid waste and recycling provider for West Sacramento. The City’s incumbent solid waste service lineage dates to the City’s incorporation in 1987, when Western Waste Industries began providing collection service. Western Waste Industries merged with USA Waste Services in 1996. USA Waste subsequently completed its merger with Waste Management in 1998. Throughout this history, the City negotiated a number of agreement amendments with the evolving company to expand the scope of services. In 2002, the City and WM amended and restated the agreement in its entirety. On July 1, 2017, the City began its current ten-year contract with WM for solid waste collection services. This contract is set to expire on June 30, 2027. The City also performed a Proposition 218 process for solid waste rates at that time, and Council approved five years of rates for those services.

In addition to the collection contract with WM, the City is also party to two agreements that dictate post-collection for portions of the City’s waste streams: (1) a Waste Delivery Agreement (WDA) with Yolo County Central Landfill (YCCL) and (2) an Agreement for Organic Waste Composting Services at YCCL. While the Agreements terminate June 30, 2027, the City intends to extend these Agreements, which means the City’s solid waste collection provider will be obligated to use these same facilities.

Currently, the City conducts billing for waste collection services. The City rates are memorialized in the City’s Book of Fees. Meanwhile, WM charges the City for the services it provides to customers in accordance with the terms of the current agreement. The City has not increased solid waste rates at the same pace WM has increased its rates to the City. This decision was made in order to help residents and businesses endure and recover from the COVID pandemic. Therefore, the current rates charged to customers are artificially low. The City has utilized available fund balance to fund this difference since 2021.

In addition to allowing one designated collection provider under contract for the City’s solid waste collection services (the contract currently held by WM), Section 8.08.080 of the West Sacramento Municipal Code also allows permitted haulers to provide non-exclusive services. Commercial Recycling and Organic Waste services (diversion-related services provided to businesses in carts and bins), as well as compactor and debris box services (all services requiring the use of a roll-off vehicle) are not currently exclusive in the City; nor will those services be exclusive upon commencement of the new collection agreement.

On June 26, 2024, Council passed and adopted Resolution 24-44, which updated the City’s Book of Fees to include fees for refuse contamination and overages. Additionally, the City approved a Settlement and 433
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Amendment between WM and the City resolving disputes relative to diversion requirements (keeping recycling and organics out of the landfill), contamination enforcement, and purported increased costs resulting from Covid19 and SB 1383 (state regulation around organics recycling) and setting modified terms for the remainder of the Agreement.

Following an extended period of service with the current waste hauler, the City proceeded with a competitive Request for Proposals (RFP) process, consistent with sound procurement practice and the City's fiscal stewardship responsibilities. This approach allows the City to confirm that rates and service terms reflect current market conditions and to incorporate updated performance standards, reporting requirements, and risk allocation provisions into any resulting agreement. The RFP process is also timely given new state mandates under SB 1383, which require expanded organics diversion infrastructure and service capabilities, making this a natural point to evaluate the full range of available options rather than amend the existing agreement. Additionally, a competitive process provides an opportunity to ensure the selected hauler's fleet and sustainability commitments align with the City's environmental goals.

In order to ensure the best overall solid waste collection experience for residents and businesses, in August 2025, the City initiated a competitive procurement for the upcoming solid waste collection contract, due to begin on July 1, 2027. Due to the technical nature of the industry, and the magnitude of the contract, a Request for Proposals to secure consultant services was released for help with the procurement, including drafting of the new franchise agreement, which is the legal contract between a local government and a waste hauling company and sets service expectations, program parameters, and rate increase methodologies. R3 was awarded this contract and has assisted City staff with preparation of the contract RFP, drafting of the franchise agreement, and has been supporting negotiations since September 2025.

On November 6, 2025, staff released a Request for Proposals (25-091-RFP) for Solid Waste Collection Services; with four proposals received by the January 30, 2026 deadline. All proposals went through an initial Pass / Fail review to check for completeness and compliance with the proposal requirements. One proposal was found to be incomplete and was disqualified. Qualifying and complete proposals were received by the following three entities (listed alphabetically):

1. Atlas Disposal

2. GreenWaste Recovery, LLC

3. Waste Management Collection and Recycling, Inc (WM)
On February 5, 2026, the City Council approved the Waste Hauler Contract Implementation as a priority on the Policy Agenda for its 2026 City Council Strategic Plan.

ANALYSIS
Proposal Evaluation Process
The RFP established Evaluation Criteria to be used in the evaluation of the proposals. The criteria were developed consistent with the priorities of City leadership. The criteria categories are listed below:
• Quality of Service, Experience and References
• Proposed Operational Services
• Customer Service, Reporting and Outreach
• Sustainability
• Service Rates and Value
An Evaluation Panel, comprised of representatives of the City of West Sacramento’s Sustainability Division, Finance Department, and a neighboring jurisdiction’s solid waste manager, was established for the purposes of evaluating the proposals and conducting interviews.

The Evaluation Panel assessed the proposals individually, and the panel gathered over a series of meetings to review the proposals, identify clarifying questions about the proposals, and prepare for interviews accordingly.

All three (3) proposers were invited to interview with the Evaluation Panel. Interviews were held on March 16, 2026 to address questions related to the proposals. During the interviews, all three proposers presented satisfactory responses to questions and demonstrated sufficient expertise in the industry. However, qualitatively, GreenWaste Recovery staff best exhibited professionalism and transparent, collaborative communication. The interviews gave the Panel better visibility and understanding into proposed services delivery methodology, supporting quantitative scores assigned, consistent with the Evaluation Criteria. 434
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Following interviews, the City issued a request for Best and Final Offers (BAFO) to all proposers, to better understand the overall value of the proposals. As part of their original proposal, WM offered a $1,000,000 onetime community contribution. After receipt of all BAFOs, the Evaluation Panel and R3 calculated the approximate value of all supplementary services the proposers offered the City and the community at large. Over the term of the agreement, GreenWaste and WM offered very similar overall supplementary value from a financial viewpoint, at approximately $1,750,000 for GreenWaste, reflective of SB 1383 supplementary services (compliancetracking software and compost purchasing), sponsorships and scholarships, customer awards and a community benefits program; and approximately $1,805,000 for WM, reflective of a one-time “Community Collaboration Payment”, outreach staffing in excess of the minimum requirement, support of Repair Cafe, expanded HHW services, and an annual schools grant.

Following the receipt of the BAFOs, the consensus evaluation resulted in GreenWaste Recovery as the highest ranked proposer, as shown in Table 1, below.

Table 1: Proposal Evaluation Scores
Criteria Points Atlas GreenWaste WM
Quality, Experience, References 22 14.0 20.0 14.0
Operational Services 20 13.0 18.0 17.0
Sustainability 20 14.0 19.0 13.0
Customer Service, Outreach 20 14.0 18.0 15.0
Service Rates and Value 18 15.9 11.4* 17.4
TOTAL 100 69.9 86.4 76.4
*Note: The score given to GreenWaste for Service Rates and Value is artificially low. GreenWaste included the cost for minimum required recycling and organics services across all three sectors as a “bundled” component of the proposed garbage only rate. The cost forms released with the RFP anticipated minimum required recycling and organics services to be provided as separate costs (not costs included in the garbage rate). The evaluation scores in Table 1 are based on scores assigned prior to entering negotiations, at which time the Evaluation Panel did not know GreenWaste “bundled” the garbage rate.

The Panel concluded that GreenWaste Recovery (GreenWaste) demonstrated the best overall ability to meet the City’s needs, highlighted by its expressed commitment to providing individualized service to the City, strong references from the other served communities, and a proven commitment to operations, customer service, sustainability, and diversion.

GreenWaste’s proposal provided the most detailed approach and comprehensive discussion regarding tools to drive diversion (keeping material out of landfills) and engage the community. For these reasons, the Panel recommends selecting GreenWaste as the provider best positioned to deliver high-quality, cost-effective services tailored to the City’s unique needs.

Final Agreement Negotiations
Over a period of three months, City staff, with support from R3, negotiated the terms and conditions of a franchise agreement with GreenWaste, with final negotiations concluding July 2026.

General Terms and Conditions:
• 10-year term from July 1, 2027, through June 30, 2037. • Two 5-year extensions at the City’s sole discretion.
• Updated contract agreement, with up-to-date performance and legal standards.

Solid Waste Collection Service Rates and Adjustments:
• Low-income discount of 20% off the standard rate for single-family customers. 435 Contract for Exclusive Solid Waste Collection Services with GreenWaste, LLC August 19, 2026

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o Eligibility requires enrollment in a discounted utility program, like PG&E’s CARE program, head of household status and account holder status.
• Two options for new solid waste collection services rates:
o Phase-in rates based on current provider rates charged to the City. o Phase-in rates based on current City rates charged to the customer. • Annual indexed rate adjustments to solid waste collection service rates (effective July 1, 2028) with:
o Rate compensation to GreenWaste for collection service adjusted by the national Consumer Price Index (CPI) for water, sewer, and trash utility rates (WST), as well as costs for disposal, organics processing, and recyclables processing, with the overall annual increase capped at 5%.
▪ Note: The negotiated agreement provides the option for an extraordinary rate increase request, particularly should costs associated with the City’s disposal and processing agreements with YCCL increase due to a significant change, such as a change in law.

The City makes the final determination regarding these increases, and such increases must be approved by the City Council.

New and Enhanced Services for Customers and the Community:
• New billing services provided directly by GreenWaste (currently, billing and customer services are provided by City staff on behalf of current provider, while the provider handles commercial customer service and billing changes.).
o Customers will be able to create online accounts, set-up services without having to dial into a call center, and establish billing directly with the hauler. This is anticipated to drastically reduce data discrepancies between City data and hauler data.
• New local call center dedicated to West Sacramento customers, located in Sacramento. o The call center will provide an average speed-to-answer of three minutes, and walk-in visits will be welcomed.
• Enhanced single family and multi-family Clean Up Collection programs (also known as bulky item collection), expanding the types of materials accepted, including:
o Three bulky items, donatable items (e.g. flowerpots, plastic chairs), clothes, boxes, green waste, bagged trash and e-waste.
• Continuation of on-call single family Household Hazardous Waste (HHW) program, with expanded availability of HHW collection services to multifamily residents. o Residential customers will be eligible for one on-call household hazardous waste pick-up per year.

This pick-up can be used for items like lightbulbs, medicines, batteries, and other hazardous materials.
• Right-sized bundled residential service:
o Customers are currently provided an overabundance of recycling and organics carts in the existing bundled service, which creates an inflated cost for the customer. At present, customers receive a trash cart, two recycling carts and four organics carts as a bundle. This bundle is significantly underutilized. The new contract will right-size the baseline bundled service to one 32- gallon garbage, one 96-gallon recycling cart, one 96-gallon organics cart. • Enhanced technical assistance provided to all customer types to support proper sorting and diversion, including a “What Goes Where” app that helps customers find where to dispose of their materials. • New curbside household battery collection.
• New bundled services for multi-family and commercial sectors, ensuring service subscription compliance with state mandatory organics recycling requirements (per SB 1383, Short-Lived Climate Pollutant Reduction Strategy).
• New mail-back sharps/needle collection program for safe disposal. This will allow residents with limited mobility to safely dispose of sharps and needles through GreenWaste. • Procurement by GreenWaste of recycled organic material, like compost, to be distributed into the community through free drop-offs and compost hubs. This partnership between GreenWaste and City will reduce methane emissions, and provide free compost to residents and businesses. • New scholarship program for college-bound high school seniors, in an amount of $10,000 annually.

Transition Services
• Early commitment of GreenWaste staff, onboarding and dedicating West Sacramento-specific staff fulltime to the City by no later than six months before the start of the contract. • Early displaced employee outreach and recruitment to retain existing drivers and other staff that have served the West Sacramento community, offering employment to all qualified displaced employees of previous hauler.
• Frequent planning and management meetings with City staff to ensure smooth transition of services. 436
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• Extensive outreach to residents and businesses prior to the July 1, 2027 initiation of new services. • Prompt phone-based and in-person customer service during the transition period, including a commitment to extend call center hours and enlist an overflow call center as needed to meet any increased demand for phone-based communications.
• Individualized support and container right-sizing for all commercial and multi-family customers. • $100,000 reimbursement of City’s costs for overseeing transition of solid waste collection services to GreenWaste.

Refinement of Key Programs
The City and GreenWaste participated in a series of open, transparent, and collaborative negotiations to refine elements of the draft franchise agreement (i.e. contract) released with the RFP to better align with industry best practices, reflect the unique capabilities GreenWaste has to offer, and adjust program scopes to better achieve the goals of the City. Some key highlights of those discussions include the following:
• Contamination and Overage Grace-Period: When the new agreement goes into effect, all customers will receive a 9-month grace period from penalties for contamination and overage. During this grace period, customers will receive courtesy notices, but will not be charged. After the commencement of the agreement, brand new customers will receive a six-month grace period. Additionally, customers who sort properly during the grace period will receive positive feedback on their hard work. Finally, all customers will receive one courtesy notice per year, per incident type. These efforts will reframe the contamination and overage program as principally educational, not punitive. • Clean Up Collection Service for Residential and Multifamily sectors: The current contract allows for two Bulky Waste Pick-Ups in the residential sector. However, data shows that more than 90% of customers only use one pick-up per year. To better align customer costs with the program need, the proposed contract will provide for one Clean Up Collection Service per year. Importantly, eligible items have been expanded and prioritized for reuse and recycling. Residents may have three bulky items (furniture/appliances) and up to two cubic yards of donatable materials, clothing and textiles, recyclables, bundles yard waste, and e-waste.
• Escalating Diversion Goals: Diverting recyclables and organic waste from the landfill is a central component of waste hauler contracts in California, and has been a clear priority for the City. The agreement with GreenWaste will have an escalating annual diversion goal, starting at 36% in 2028, and increasing by one percent per year until it reaches 44% in 2037. By meeting or exceeding this diversion goal, GreenWaste will assist the City in reducing greenhouse gas emissions. GreenWaste has committed to a series of performance standards intended to reach these diversion goals. The performance standards will be closely monitored, and the parties have agreed to an escalating procedure to ensure diversion is achieved.

Solid Waste Collection Service Rates Proposals
Table 2, below, shows a summary of the final monthly rate proposals from the proposers compared to current monthly solid waste rates in the City, as well as the rates the current provider charges the City. Please note:
tables 2, 3, and 4 below provide maximum services rates. This means GreenWaste may provide costs at a lower price than those provided here.

The initial phase of discussions with GreenWaste focused on clarifying costs and associated assumptions. While the RFP clearly stated “Rates will not necessarily be controlling. Quality, equity, efficiency, sustainability, utility, general terms, delivery, suitability of the service offered, and the reputation of the service in general use will also be considered, with any other relevant factors,” the City’s selection of a collection provider will impact every business and resident in the City, and therefore staff and leadership maintains a responsibility to secure fair and reasonable rates based on clearly understood cost assumptions.

In early discussions with GreenWaste, a cost form error was identified relative to the presentation of multi-family and commercial rates. GreenWaste included minimum recycling and organics service levels in their pricing for multifamily and commercial sectors in both their original and BAFO cost proposals. This was not how the cost forms were intended to be presented, so when R3 and the Evaluation Panel comparatively assessed costs across proposers, the rates for recycling and organics were essentially double counted. • By correcting this issue, the rates for both multifamily and commercial sectors became more reasonable, both in comparison to other proposers and within the regional market. • It should be noted that WM presented an option for bundled commercial and multi-family rates as an alternative proposal as part of their initial submission. For the sake of comparison between proposals, the Evaluation Panel considered only the “standard” proposals from each proposer. While examining the rate proposals differently may have impacted scores in the “Service Rates and Value” criteria, it would 437
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have increased WM’s rank modestly, and GreenWaste’s rank more significantly, so it had no bearing in the final outcome of the evaluation ranking.

Table 2: Comparison of Monthly Maximum Rate Proposals to Current Monthly Rates, without Phase-In Current Rates
City to
Customer WM to City
Atlas 1 GreenWaste2 WM 3
Service
Level Units
Rate
Effective
7/1/25
Rate
Effective
7/1/26
7/1/27
Rates
(Proposed)
% over
City
billed
7/1/27
Rates
(Proposed)
% over
City
billed
7/1/27
Rates
(Proposed)
% over
City
billed
32-gal 2,802 $23.27 $26.84 $28.65 23.12% $32.70 40.53% $30.05 29.14% Residential 64-gal 10,210 $29.14 $33.48 $35.73 22.62% $35.64 22.29% $34.16 17.23% 96-gal 2,263 $37.19 $42.72 $45.60 22.61% $52.02 39.87% $40.10 7.82% 32-gal $27.65 $26.16 $25.54
64-gal $34.73 $28.51 $29.04
Residential
(Low
Income)
96-gal $44.60 $41.61 $34.09
64-gal 84 $29.14 $33.48 $35.73 22.62% $40.44 38.79% $40.01 37.29% 2 CY 16 $125.91 $144.64 $188.67 49.84% $175.66 39.51% $160.29 27.31% 3 CY 41 $188.87 $216.96 $215.68 14.20% $263.50 39.51% $226.30 19.82% 4 CY 26 $251.83 $289.28 $242.70 -3.62% $351.33 39.51% $289.16 14.82% 96-gal
recycle 16 $35.73 Bundled $32.44
Multi-Family
96-gal
organics 16 $121.60 Bundled $47.31
96-gal 52 $36.99 $42.72 $45.60 23.27% $51.59 39.47% $37.23 0.66% 1 CY 96 $62.14 $65.37 $112.96 81.79% $86.67 39.47% $72.92 17.35% 2 CY 231 $124.27 $130.74 $188.67 51.82% $173.32 39.47% $128.23 3.19% 3 CY 151 $186.41 $196.11 $215.68 15.70% $259.99 39.47% $187.64 0.66% 4 CY 175 $248.55 $261.48 $242.70 -2.35% $346.65 39.47% $244.22 -1.74% 96-gal
recycle 303 $74.75 Bundled $4.65
Commercial
32-gal
organics 18 $118.11 Bundled $4.00
All three mandatory services (trash, recycling and organics) Multi-family 3 CY $188.87 $216.96 $373.02 97.50% $263.50 39.51% $306.05 62.04% Commercial 2 CY $381.53 $173.32 $136.89
Table 3, below, illustrates how GreenWaste’s base rates compare to similar rates in the region. It is important to note that the GreenWaste rates reflect an annual rate increase beyond those included for the other jurisdictions, given that GreenWaste rates would begin July 1, 2027, while the other jurisdictions rates are current for their respective current rate year. Additionally, it is challenging to compare rates as they are never apples-to-apples and are comprised of the various suites of services. Therefore, this comparison is shared for illustrative purposes only. In addition to the City’s rates being artificially low due to not incorporating the provider’s 4% annual increase into customer rates for the past five years, the current contractor’s rates are also lower than the average rates for the region.
1 Atlas, BAFO rates, presented 4/16/26.
2 GreenWaste, final negotiated rates, July 2026, reflects corrected “bundle” 3 WM, BAFO, standard pricing (as opposed to bundled alternative), presented 4/16/26 438 Contract for Exclusive Solid Waste Collection Services with GreenWaste, LLC August 19, 2026

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Table 3: Comparison of Baseline Monthly Maximum Rates in the Sacramento Region

SINGLE FAMILY RESIDENTIAL
Jurisdiction Hauler Low Income
(32-gal) 30-35-gal 60-65-gal 90-100-gal
Current West Sac. WM Rates to City N/A $26.84 $33.48 $42.72 Current West Sac. Customer Rates N/A $23.37 $29.14 $37.19 PROPOSED GreenWaste* $26.02 $32.52 $38.97 $52.30
Average $33.72 $37.77 $42.55 $54.19
Woodland WM $33.72 $39.67 $42.60 $56.77
Davis Recology N/A $51.20 $56.67 $67.62
Rancho Cordova Atlas N/A $34.74 $41.62 $55.86
Citrus Heights Republic N/A $30.77 $34.20 $42.64
Elk Grove Republic N/A $32.46 $37.64 $48.06
Please note: rates compared are not identical in service type, so they are not true apples-to-apples comparisons. *GreenWaste rates reflect an additional annual increase not reflected in nearby rates.

MULTI-FAMILY RATES
Garbage Recycle Organics Total
Jurisdiction Hauler
4 yd 1/week 96-g 1/week 96-g 1/week Three-Bin
Current West Sac. WM Rates to City $289.28 Bundled Bundled $289.28 Current West Sac. Customer Rates $251.83 Bundled Bundled $251.83 PROPOSED GreenWaste $351.33 Bundled Bundled $351.33
Average $287.08 $46.82 $64.11 $370.28
Woodland WM $236.40 $38.61 $45.33 $320.34
Davis Recology $426.94 N/A N/A $426.94
Rancho Cordova Atlas N/A N/A N/A Open Market
Citrus Heights Republic N/A N/A N/A Open Market
Folsom Municipal $213.00 $62.50 $97.25 $372.75
Roseville Municipal $271.97 $39.35 $49.75 $361.07
Because the current City rates charged to customers are lower than rates charged by the current provider to the City, the City and GreenWaste have discussed options for reducing the rate impact to customers. There are two pathways forward regarding rate phase in: 1) use the City rates currently charged to customers, or use the current provider rates currently charged to the City. The two rate options are shown in Table 4 below. 439
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Table 4: Three-Year Phase-In of Maximum Service Rates
The rates below illustrate the fixed rate phase-in over three years, plus a maximum 5% increase per standard annual increases. The actual annual increase may be less than 5%.

Current Rates
City to
Customer
WM to
City
Option 1
Phase-in: City to Customer
Option 2
Phase-in: WM to City
Service
Level Units
Rate
Effective
7/1/26
7/1/2027 7/1/2027 7/1/2028 7/1/2029 7/1/2027 7/1/2028 7/1/2029 32-gal 2,802 $23.27 $32.70 $27.99 $32.36 $37.41 $29.71 $33.13 $36.94 Residential 64-gal 10,210 $29.14 $35.64 $30.50 $35.26 $40.76 $32.38 $36.10 $40.25 96-gal 2,263 $37.19 $52.02 $44.53 $51.47 $59.50 $47.26 $52.70 $58.76 32-gal $26.16 $22.39 $25.89 $29.93 $29.71 $33.13 $36.94 64-gal $28.51 $24.40 $28.21 $32.61 $25.90 $28.88 $32.20 Residential
(Low
Income)
96-gal $41.61 $35.62 $41.18 $47.60 $37.81 $42.16 $47.00 64-gal 84 $29.14 $40.44 $34.62 $40.02 $46.26 $36.75 $40.97 $45.68 2 CY 16 $125.91 $175.66 $150.36 $173.82 $200.94 $159.60 $177.95 $198.41 3 CY 41 $188.87 $263.50 $225.55 $260.74 $301.41 $239.40 $266.93 $297.63 4 CY 26 $251.83 $351.33 $300.74 $347.65 $401.89 $319.20 $355.91 $396.84 96-gal
recycle 16 Bundled Bundled Bundled Bundled Bundled Bundled Bundled Multi-Family
96-gal
organics 16 Bundled Bundled Bundled Bundled Bundled Bundled Bundled 96-gal 52 $36.99 $51.59 $44.16 $51.05 $59.01 $46.87 $52.26 $58.27 1 CY 96 $62.14 $86.67 $74.19 $85.76 $99.14 $78.74 $87.80 $97.89 2 CY 231 $124.27 $173.32 $148.36 $171.50 $198.26 $157.47 $175.58 $195.77 3 CY 151 $186.41 $259.99 $222.55 $257.26 $297.40 $236.21 $263.38 $293.66 4 CY 175 $248.55 $346.65 $296.73 $343.02 $396.53 $314.95 $351.17 $391.56 96-gal
recycle 303 Bundled Bundled Bundled Bundled Bundled Bundled Bundled Commercial
32-gal
organics 18 Bundled Bundled Bundled Bundled Bundled Bundled Bundled If City rates (Option 1) serve as the starting point, customers will see the most minimized increase in Year 1.

However, this pathway also leads to a relatively higher rate by Year 3. Alternatively, utilizing current provider rates as the starting point (Option 2) leads to higher Year 1 rates, but minimizes longer term impact. It is important to note that annual rate increases (i.e. an increase in rates based on an increase in hauler costs), as allowed by the draft contract, are included in both phase-in scenarios, illustrated at the maximum capped annual increase of 5%. Annual rate increases will occur with or without initial rate phase-in.

The selected rate option would be included with the approval of the GreenWaste Agreement. Rates will subsequently proceed via a forthcoming Proposition 218 hearing.

Franchise Fee
The proposed Franchise Agreement incorporates a Franchise Fee that must be set by City Council resolution or ordinance. A Franchise Fee is a payment that the Contractor will be paying to City in consideration of the exclusive rights granted by the City under this Agreement and all costs related to managing the solid waste system. This fee is incorporated into the overall rate charge by the waste hauler. The Franchise Fee represents the City’s costs associated with the administration of the solid waste agreement and payment for use of government property. The Franchise Fee for Year 1 of the Agreement has been set at $2,700,000, which is slightly less than the $2,820,000 to be received from the current provider in FY 2026/27 for the franchise fee and the various other contractually negotiated payments to fund illegal dumping, recycling education, and other 440
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legislatively required solid waste related programs. As the City will no longer be providing the billing services, the City will also no longer include an administrative component in the customer rates. City costs for administering the solid waste program will be funded by the franchise fee revenue received from GreenWaste.

Environmental Considerations
This action is not a project subject to CEQA because it is not an activity that may cause either a direct or reasonably foreseeable indirect physical change in the environment. (Pub. Resources Code, § 21065; CEQA Guidelines §§ 15060(c), 15378(a).) Even if the action was considered a project, it would be exempt from CEQA pursuant to CEQA Guidelines section 15308 as a regulatory action by a public agency for protection of the environment. (CEQA Guidelines § 15308.) The proposed agreement will implement State mandated requirements regarding solid waste collection, recycling and California Senate Bill (SB) 1383, Short-lived Climate Pollutant Reduction Act of 2016, requirements designed to protect the environment by reducing waste and encouraging recycling.

Commission Recommendation
This item was presented to the Environment and Utilities Commission on August 10, 2026, where the Commission provided feedback, including a desire for greater community engagement to have been incorporated earlier in the process. In response to this feedback, staff is bringing this item forward as a workshop rather than an action item, providing an opportunity to gather additional input from the community and offer a forum for public discussion. To further support this engagement, the City will also hold a Community Engagement Open House at City Hall on September 1, 2026, offering the community an additional opportunity to learn about the process and provide input before the item returns to Council for consideration.

Strategic Plan Integration
The ”Waste Hauler Contract Implementation” was approved by Council in February as a 2026 Policy Agenda Priority..

Alternatives
This is a workshop to serve the purpose of presenting information and receiving feedback and input from the Council and the community.

Coordination and Review
The report was coordinated with the Departments of Finance, Public Works Operations & Maintenance, Parks & Recreation, and the City Attorney’s Office.

Budget/Cost Impact
The contract will shift billing responsibility from the City to GreenWaste. As a result, there is no direct cost to the City related to this contract as GreenWaste will recover their cost through rates billed to customers for the service provided. The City will retain a franchise fee in the new contract to cover costs related to managing a waste hauler contract, which includes staffing, waste reduction outreach and programs, CalRecycle regulatory compliance, and other key waste-related initiatives. The first year’s franchise fee collected will be $2.7 million.

In addition, the City will receive $100,000 reimbursement of City’s costs for overseeing transition of solid waste collection services to GreenWaste.

With the implementation of this contract, the City will no longer include an administrative portion in the customer rates to cover the City’s cost of billing and administering the solid waste program and will also no longer be required to subsize the rates charged to customers. In FY 2026/27, the City’s subsidy to customer rates covering the past five years of contractor rate increases is projected to be approximately $1,900,000.

ATTACHMENT
1) Draft - CDD26-274 GreenWaste Recovery Solid Waste Collection Agreement 441
1 DRAFT SOLID WASTE FRANCHISE COLLECTION
2 AGREEMENT
3 4 Executed Between the
5 City of West Sacramento and GreenWaste Recovery, LLC
6 7 This ___ day of ___ 2026
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8 TABLE OF CONTENTS
9 Solid Waste Collection Agreement
10 DEFINITIONS, TERMS AND CONDITIONS
11 Article 1. Definitions............................................................................................................ 5 12 Article 2. Term of Agreement.............................................................................................21 13 Article 3. Conditions Governing Services Provided by Contractor.....................................22 14 Article 4. Franchise Fees and Payments...........................................................................25 15 16 SCOPE OF COLLECTION SERVICES
17 Article 5. General Requirements.......................................................................................27 18 Article 6. Collection Service Rates....................................................................................43 19 Article 7. Collection Service Billing....................................................................................47 20 Article 8. Service Unit Types .............................................................................................50 21 Article 9. SFD Service.......................................................................................................51 22 Article 10. MFD Collection Service......................................................................................58 23 Article 11. Commercial Service...........................................................................................65 24 Article 12. City Services......................................................................................................70 25 Article 13. Temporary Bin and Roll-Off Container Service...................................................72 26 Article 14. Additional Services ............................................................................................73 27 Article 15. Emergency Service............................................................................................74 28 Article 16. Collection Routes...............................................................................................75 29 Article 17. Collection Equipment .........................................................................................76 30 Article 18. Contractor's Personnel.......................................................................................80 31 32 CUSTOMER SERVICE, SUSTAINABILITY, AND DIVERSION
33 Article 19. Customer Service Program and Complaint Resolution ......................................83 34 Article 20. Diversion Requirements.....................................................................................86 35 Article 21. Sustainability, Outreach, and Compliance..........................................................92 36 37 RECORDKEEPING AND REPORTING
38 Article 22. Minimum Performance Standards....................................................................103 39 Article 23. Record Keeping and Reporting Requirements .................................................106 40 Article 24. Contractor’s Records .......................................................................................116 41 42 INSURANCE, PERFORMANCE BOND & INDEMNITY
43 Article 25. Performance Bond...........................................................................................118 44 Article 26. Insurance.........................................................................................................119 45 Article 27. Hold Harmless and Indemnification..................................................................124 46 GreenWaste Recovery, LLC
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47 PERFORMANCE, DEFAULT & REMEDIES
48 Article 28. Modifications to the Agreement........................................................................127 49 Article 29. Quality of Performance of Contractor...............................................................129 50 Article 30. Default of Agreement .......................................................................................131 51 Article 31. Transition to Next Contractor ...........................................................................134 52 53 OTHER AGREEMENTS OF THE PARTIES
54 Article 32. Legal Representation.......................................................................................135 55 Article 33. Conflict of Interest............................................................................................135 56 Article 34. Exempt Waste..................................................................................................135 57 Article 35. Independent Contractor ...................................................................................135 58 Article 36. Laws to Govern................................................................................................136 59 Article 37. Consent to Jurisdiction.....................................................................................136 60 Article 38. Assignment......................................................................................................136 61 Article 39. Compliance with Laws .....................................................................................137 62 Article 40. Permits and Licenses.......................................................................................137 63 Article 41. Ownership of Written Materials ........................................................................138 64 Article 42. Waiver..............................................................................................................138 65 Article 43. Prohibition Against Gifts...................................................................................138 66 Article 44. Point of Contact ...............................................................................................138 67 Article 45. Notices.............................................................................................................138 68 69 MISCELLANEOUS AGREEMENTS
70 Article 46. Nondiscrimination ............................................................................................139 71 Article 47. Entire Agreement .............................................................................................139 72 Article 48. Severability ......................................................................................................139 73 Article 49. Right to Require Performance..........................................................................140 74 Article 50. All Prior Agreements Superseded ....................................................................140 75 Article 51. Headings .........................................................................................................140 76 Article 52. Exhibits ............................................................................................................140 77 Article 53. Attorney’s Fees................................................................................................140 78 Article 54. Representations and Warranties......................................................................140 79 80 STATEMENT OF COMMENCEMENT DATE, SIGNATURES...............................................142 81 Article 55. Commencement Date
82 83
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84 Exhibits
85 Exhibit 1 Maximum Service Rates .......................................................................................145 86 Exhibit 2 Refuse Rate Index (RRI)....................................................................................... 153 87 Exhibit 3 List of City Facilities and Service Levels ...............................................................156 88 Exhibit 4 Collection Container Specifications.......................................................................157 89 Exhibit 5 Administrative Charges and Penalties...................................................................160 90 Exhibit 6 Transition Plan ......................................................................................................165 91 Exhibit 7 Collection Service Operations Plan.......................................................................171 92 Exhibit 8 Processing and Disposal Facilities........................................................................183 93 Exhibit 9 Sustainability and Compliance Plan ......................................................................184 94 Exhibit 10 Education and Outreach Plan .............................................................................194 95 Exhibit 11 Contamination Reduction Plan ............................................................................200 96 Exhibit 12 Reporting ............................................................................................................204 97 Exhibit 13 Acceptable Recyclable Materials, Acceptable Organic Waste .............................207 98 Exhibit 14 Contamination and Overage Process Summary..................................................214 99 Exhibit 15 Contractor’s Proposal .........................................................................................215 100
101
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102 This Solid Waste Collection Agreement (“Agreement”) is hereby entered into by and 103 between the City of West Sacramento (“City”), a general law city existing under the laws 104 of the State of California (“State”), and GreenWaste Recovery, LLC (“Contractor”), a 105 Delaware limited liability company authorized to conduct business in California, as of 106 ______, 2026, under the terms and conditions set forth herein. 107 RECITALS
108 The Legislature of the State of California, by enactment of the California Integrated Waste 109 Management Act of 1989 (the “Act”) and subsequent additions and amendments (codified 110 at California Public Resources Code Section 40000 et seq.), has declared that it is in the 111 public interest to authorize and require local agencies to make adequate provisions for 112 garbage collection within their jurisdiction.
113 The State of California has found and declared that the amount of garbage generated in 114 California, coupled with diminishing landfill space and potential adverse environmental 115 impacts from landfilling and the need to conserve natural resources, have created an 116 urgent need for State and local agencies to enact and implement an aggressive integrated 117 waste management program. The State has, through enactment of the Act, directed the 118 responsible State agency, and all local agencies, to promote disposal site diversion and 119 to maximize the use of feasible garbage reduction, re-use, recycling, and composting 120 options to reduce the amount of garbage that must be disposed of in disposal sites. 121 Pursuant to its Municipal Code and California Public Resources Code Section 40059(a) 122 as may be amended from time to time, City has determined that the public health, safety, 123 and well-being require that an exclusive right be awarded to a qualified contractor to 124 provide for the collection of garbage, recyclable materials, and organic waste materials, 125 except for collection of materials excluded in City’s Municipal Code, and other services 126 related to meeting the Act’s fifty percent (50%) diversion goal and other requirements of 127 the Act.
128 The City further declares its intent to regulate and set the maximum rates Contractor may 129 charge Service Recipients for the collection of garbage, recyclable materials, and organic 130 waste materials.
131 The City Council has determined that Contractor, by demonstrated experience, 132 reputation, and capacity, is qualified to provide for the collection of garbage, recyclable 133 materials, and organic waste materials within the corporate limits of City and the 134 transportation of such material to appropriate places for processing, recycling, 135 composting, and/or disposal; and City Council desires that Contractor be engaged to 136 perform such collection services on the basis set forth in this Agreement; and Contractor 137 has represented that it has the ability and capacity to provide for the collection of garbage, 138 recyclable materials, and organic waste materials within the corporate limits of City and 139 the transportation of such material to appropriate places for processing, recycling, 140 composting, and/or disposal.
141 By Resolution No. 26-76, the City Council of City duly approved this Agreement, together 142 with the Franchise Fee, Contractor payments to City, and other City-imposed fees 143 provided for in the Agreement (collectively “City-Imposed Fees”), and found and GreenWaste Recovery, LLC
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144 determined that such City-Imposed Fees were both necessary and reasonably reflect, or 145 are less than, the actual costs City that will incur in the administration of the contracted 146 services, and compliance with mandatory state laws and regulations related to the 147 contracted services.
148 OPERATIVE PROVISIONS
149 Now, therefore, in consideration of the mutual covenants, agreements, and consideration 150 contained in this Agreement, City and Contractor agree as follows:
151 Article 1. Definitions
152 For the purpose of this Agreement, the definitions contained in this Article apply unless 153 otherwise specifically stated. When not inconsistent with the context, words used in the 154 present tense include the future, words in the plural include the singular, and words in the 155 singular include the plural. Use of the masculine gender includes the feminine gender. 156 The meaning of terms or words not defined in this Article will be as defined in the 157 Integrated Waste Management Act, or if not defined therein, then as commonly 158 understood in the Solid Waste Collection industry when the common understanding is 159 uncertain.
160 1.1 AB 341. “AB 341” means State of California Assembly Bill No. 341, approved 161 October 5, 2011. AB 341 requires businesses, defined to include commercial or public 162 entities that generate more than four (4) cubic yards of commercial Solid Waste per week 163 or multifamily residential dwellings of five (5) units or more, to arrange for Recycling 164 services and requires jurisdictions to implement a commercial Solid Waste Recycling 165 program.
166 1.2 AB 827. “AB 827” means State of California Assembly Bill No. 827, approved 167 October 2, 2019. AB 827 requires businesses that are mandated to recycle under AB 341 168 (“MCR”) and/or mandated to recycle Organic Waste under AB 1826 (“MORe”) or SB 1383 169 and that provide customers access to the business, to provide customers with a 170 Recyclable Materials Bin and/or Organic Waste Collection Bin for those waste streams 171 that is visible, easily accessible, and adjacent to each Bin or Container for trash. 172 1.3 AB 939 or The Act. “AB 939” or “The Act” means “The California Integrated Waste 173 Management Act of 1989”, codified in part in Public Resources Code §§ 40000 et seq., 174 and such regulations adopted by California Department of Resources Recycling and 175 Recovery (CalRecycle) for implementation of the Act, or its successor agency, including 176 but not limited to, the Jobs and Recycling Act of 2011 (AB 341), SB 1016 (Chapter 343, 177 Statutes of 2008 [Wiggins, SB 1016]), and the Mandatory Commercial Organics 178 Recycling Act (AB 1826).
179 1.4 AB 1594. “AB 1594” means State of California Assembly Bill No. 1594, approved 180 September 28, 2014. AB 1594 provides that as of January 1, 2020, the use of green GreenWaste Recovery, LLC
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181 material as Alternative Daily Cover does not constitute Diversion through Recycling and 182 would be considered Disposal.
183 1.5 AB 1826. “AB 1826” means State of California Assembly Bill No. 1826, approved 184 September 28, 2014. AB 1826 requires each jurisdiction, on and after January 1, 2016, 185 to implement an Organic Waste Recycling program to Divert from the landfill Organic 186 Waste from businesses. Each business meeting specific Organic Waste or Solid Waste 187 generation thresholds phased in from April 1, 2016, to January 1, 2020, is required to 188 arrange for Organic Waste Recycling services.
189 1.6 AB 3036. “AB 3036” means State of California Assembly Bill No. 3036, approved 190 September 27, 2018. AB 3036 prohibits a County, City, District, or local government 191 agency from subjecting the hauling of certain byproducts from the processing of food or 192 beverages to an exclusive franchise, contract, license, or permit. 193 1.7 Administrative Charges and Penalties. “Administrative Charges and Penalties” 194 means those charges listed in Exhibit 5 to this Agreement. 195 1.8 Agreement. “Agreement” means the written Solid Waste Collection Agreement 196 between the City and the Contractor covering the work to be performed, as well as all 197 contract documents attached to the agreement and made a part thereof. 198 1.9 Agreement Administrator. “Agreement Administrator” means the City Manager, or 199 his or her designee, designated to administer and monitor the provisions of the 200 Agreement.
201 1.10 Agreement Year. “Agreement Year” means each twelve (12) month period from 202 July 1 to June 30 during the Term of this Agreement. 203 1.11 Alternative Fuel Vehicle. “Alternative Fuel Vehicle” means a vehicle whose engine 204 uses a fuel other than gasoline or diesel fuel, such as compressed natural gas (CNG) or 205 other fuel with comparably low emissions of air pollutants regulated under the California 206 Clean Air Act, Health and Safety Code Section 39000 et seq., or the Yolo-Solano Air 207 Quality Management District’s rules and regulations. 208 1.12 Applicable Law. “Applicable Law” shall mean all federal, State, County, and local 209 laws, regulations, rules, orders, judgments, decrees, permits, approvals, or other 210 requirements of any governmental agency having jurisdiction over an aspect of this 211 Agreement that are in force on the Effective Date, and as may be enacted, issued, or 212 amended thereafter, including, without limitation, the City’s Municipal Code, the California 213 Integrated Waste Management Act of 1989 (Public Resources Code Section 40000 et 214 seq.) as amended as of the Effective Date, inclusive (without exclusion to other 215 amendments not referenced here) of AB 939, AB 341, AB 1826, AB 1594, SB 1383, and GreenWaste Recovery, LLC
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216 inclusive of all regulations implementing the same. It shall also include SB 54, the Plastic 217 Pollution Prevention and Packaging Producer Responsibility Act, and the California Air 218 Resources Board Advanced Clean Fleets regulations (2023). 219 1.13 Bin. “Bin” means a metal or plastic waste Container designed or intended to be 220 mechanically serviced by a commercial front-end loader vehicle. It shall be designed to 221 hold from one (1) to six (6) cubic yards of material with the lid properly closed. The 222 specifications for Contractor-provided Bins are set forth in Exhibit 4. 223 1.14 Biohazardous or Biomedical Waste. “Biohazardous or Biomedical Waste” means 224 any waste which may cause disease or reasonably be suspected of harboring pathogenic 225 organisms. Included in the definition are waste resulting from the operation of medical 226 clinics, hospitals, and other facilities processing wastes, which may consist of, but are not 227 limited to, human and animal parts, contaminated bandages, pathological specimens, 228 hypodermic needles, sharps, contaminated clothing, and surgical gloves. 229 1.15 Bulky Waste or Bulky Items. “Bulky Waste” or “Bulky Items” means furniture, 230 household appliances, automobile tires, toilets and similar household fixtures, shipping 231 crates and containers, carpets, mattresses, oversized yard waste such as tree trunks and 232 large branches if no larger than two feet in diameter and four feet in length, and similar 233 large bulky or heavy items not normally discarded on a regular basis at a residential, 234 commercial, or business establishment and whose large size precludes or complicates 235 their placement in a regular Collection Container and require special handling due to their 236 size but can be Collected and transported without the assistance of special loading 237 equipment (such as forklifts or cranes) and without violating vehicle load limits. “Bulky 238 Items” do not include Construction and Demolition Debris or Electronic Waste, the latter 239 of which is regarded as Universal Waste and the Disposal of which is governed by the 240 Department of Toxic Substances Control.
241 1.16 Business Day. “Business Day” means any Monday, Tuesday, Wednesday, 242 Thursday or Friday, excluding any Holidays as defined in Section 1.66. 243 1.17 Calendar Year. “Calendar Year” means each twelve (12) month period from 244 January 1 to December 31.
245 1.18 Cart. “Cart” means a heavy plastic receptacle with a rated capacity of at least 246 twenty (20) and not more than one hundred (100) gallons, having a hinged tight-fitting lid 247 and wheels. The specifications for Contractor-provided Carts are set forth in Exhibit 4. 248 1.19 CERCLA. “CERCLA” means the Comprehensive Environmental Response, 249 Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 and following, as may 250 be amended and regulations promulgated thereunder.

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251 1.20 Change in Law. “Change in Law” means the occurrence of any of the following 252 events after the Effective Date, when such event has a material and adverse effect on the 253 parties’ responsive obligations or the performance of their respective obligations under 254 this Agreement (except for any payment obligations): (i) the enactment, adoption, 255 promulgation, amendment, repeal, judicial interpretation, or formal administrative 256 interpretation of any Applicable Law; (ii) the issuance of any order or judgment of any 257 federal, State, or local court or agency in a proceeding to which a Party is a party, but not 258 to the extent such order or judgment finds the Party asserting there to have been a 259 Change in Law to have been negligent or otherwise at fault; or (iii) the denial, suspension, 260 or termination of any government permit or other entitlement, but not to the extent such 261 denial, suspension, or termination is the result of any act or omission of the Party 262 asserting there to have been a Change in Law.
263 1.21 City. “City” means the City of West Sacramento, California, including any 264 unincorporated areas of the County that are annexed by the City during the Initial Term 265 and all extensions.
266 1.22 City Collection Service. “City Collection Service” means City Clean-up Services, 267 City Garbage Collection Service, City Organic Waste Collection Service, City Recyclable 268 Materials Service, and City-Sponsored Events Services as more particularly described 269 immediately below.
270 1.22.1 Large-Scale City Clean-ups and Event Services. On-call City-requested 271 Collection from Agreement Administrator to support City services and operations. 272 1.22.2 City Garbage Collection Service. The Collection of Garbage, by 273 Contractor, from City Service Units in the Service Area, and the delivery of that 274 Garbage to the Disposal Facility.
275 1.22.3 City Organic Waste Collection Service. The Collection of Organic Waste, 276 by Contractor, from City Service Units in the Service Area, and the delivery of those 277 Organic Waste materials to the Organic Waste Processing Facility. 278 1.22.4 City Recyclable Materials Collection Service. The Collection of 279 Recyclables Materials by the Contractor from City Service Units in the Service 280 Area, and the delivery of those Recyclable Materials to the Materials Recovery 281 Facility.
282 1.23 City Facility. “City Facility(ies)” means any building or other site that the City owns, 283 leases, or occupies that are listed in Exhibit 3.

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284 1.24 City Manager. “City Manager” means the City Manager of the City of West 285 Sacramento, or his or her designated representative, or any employee of the City who 286 succeeds to the duties and responsibilities of the City Manager. 287 1.25 Collect and Collection and Collected. “Collect”, “Collection”, and “Collected” all 288 refer to the removal of Solid Waste from a Service Unit and transportation to the Disposal 289 Facility, Organic Waste Processing Facility, Materials Recovery Facility, or Transfer 290 Station, as appropriate.
291 1.26 Collection Container. “Collection Container” means a Bin, Cart, Debris Box, or Roll292 Off Container that is approved by the Agreement Administrator for use by Service 293 Recipients for Collection Services under this Agreement. 294 1.27 Collection Services. “Collection Services” means Contractor’s obligations under 295 this Agreement to Collect Solid Waste within the Service Area. Collection Service includes 296 Single Family Dwelling (SFD) Collection Service, Multi-Family Dwelling (MFD) Collection 297 Service, Commercial Collection Service, and City Collection Service. 298 1.28 Collection Vehicle. “Collection Vehicle” means a licensed vehicle that has all 299 required licenses to provide Collection Service and that has been approved by the 300 Agreement Administrator for use under this Agreement. 301 1.29 Commencement Date. “Commencement Date” has the meaning specified in 302 Section 2.1 of this Agreement.
303 1.30 Commercial Collection Service. “Commercial Collection Services” means 304 Collection Service provided to Commercial Service Units. Commercial Collection Service 305 specifically includes the following:
306 1.30.1 Commercial Garbage Collection Service. The Collection of Garbage by 307 Contractor from Commercial Service Units in the Service Area, and the delivery of 308 that Garbage to the Disposal Facility.
309 1.30.2 Commercial Organic Waste Collection Service. The Collection of 310 Organic Waste, by Contractor, from Commercial Service Units in the Service Area 311 and the delivery of those Organic Waste materials to the Organic Waste 312 Processing Facility.
313 1.30.3 Commercial Recyclable Materials Collection Service. The Collection of 314 Recyclable Materials, by Contractor, from Commercial Service Units in the Service 315 Area, and the delivery of those Recyclable Materials to the Materials Recovery 316 Facility.

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317 1.31 Compactor. “Compactor” means any Collection Container which has a compaction 318 mechanism, whether stationary or mobile.
319 1.32 Complaint. Written or orally communicated statements made by members of the 320 public, Customers, Owners, or occupants of properties served by Contractor, or officers, 321 employees, or agents of City, alleging non-performance or deficiencies in Contractor’s 322 performance, or otherwise alleging a violation by Contractor of the provisions of this 323 Agreement.
324 1.33 Compost. “Compost” means the act or product of the controlled biological 325 decomposition of Organic Wastes that are Source Separated or are separated at a 326 centralized facility. Compost may also include the product of anaerobic digestion or other 327 conversion technologies.
328 1.34 Construction and Demolition Debris. “Construction and Demolition Debris” means 329 discarded materials removed from Premises, resulting from construction, renovation, 330 remodeling, repair, deconstruction, or demolition operations on any pavement, house, 331 commercial building, or other structure or from landscaping. Such materials include, but 332 are not limited to: “inert wastes” as defined in Public Resources Code Section 333 41821.3(a)(1) (rock, concrete, brick, sand, soil, ceramics, and cured asphalt); gravel; 334 plaster; gypsum wallboard; aluminum; glass; plastic pipe; roofing material; carpeting; 335 wood; masonry; trees; remnants of new materials, including paper, plastic, carpet scraps, 336 wood scraps, scrap metal, building materials, and packaging; and rubble resulting from 337 construction, remodeling, renovation, repair and demolition operations on pavements, 338 houses, commercial buildings, and other structures. 339 1.35 Construction and Demolition Debris Processing Facility. “Construction and 340 Demolition Debris Processing Facility” means the facility to which mixed Construction and 341 Demolition Debris is brought for separation into marketable materials. 342 1.36 Consumer Price Index (CPI). “CPI” means both the index sets published by the 343 United States Department of Labor, Bureau of Labor Statistics and, more specifically, 344 Consumer Price Index series CUSR0000SEHG, Water and Sewer and Trash Collection 345 Services in U.S. city average, all urban consumers, seasonally adjusted. 346 1.37 Container. “Container" means a Collection container. 347 1.38 Contamination. “Contamination” means (a) material placed in a Recyclable 348 Materials Container other than Recyclable Materials in quantities greater than 10%, as 349 observed and documented by Contractor personnel, and (b) material placed in an Organic 350 Waste Container other than Organic Waste in quantities greater than 3%, as observed 351 and documented by Contractor personnel or camera technology, and (c) Excluded Waste 352 in any quantity in any Container.

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353 1.39 Corrective Action Notice. “Corrective Action Notice” means a written notice via 354 email, U.S. mail, or in person to the Service Recipient who has had an Overage or 355 Contamination violation, that includes the following: date of the offense; Description of the 356 offense; If available, a photograph or video (or link to photograph or video); A description 357 of the materials that are appropriate for collection in said Container and a link to view 358 online with educational materials; and a website to obtain additional information. A 359 Corrective Action Notice may be inclusive of a Non-Collection Notice, as defined in 360 Section 1.74. Corrective Action Notice format, language and tone shall be approved by 361 the Agreement Administrator.
362 1.40 Contractor. “Contractor” has the meaning given to such term in the preamble to 363 this Agreement.
364 1.41 County. “County” means Yolo County, California. 365 1.42 Customer. “Customer" means the owner, occupant, or user of Premises at which 366 Solid Waste is generated and then Collected by Contractor. Customers include SFD 367 Customers, MFD Customers, and Commercial Customers. City is also a receiver of 368 Collection Services, but not a Customer.
369 1.43 De Minimis Waiver. “De Minimis Waiver” has the same meaning as included in 14 370 CCR Section 18984.11.
371 1.44 Debris Box. “Debris Box” means a large open-top rectangular metal Container, 372 affixed with a tarp, lid or alternative cover, used to store and transport Solid Waste, 373 Recyclable Materials, Green Waste, Construction and Demolition Debris, or other 374 materials, and Collected using a special vehicle equipped with hooks and a winch to pull 375 the Debris Box onto the flat bed of the truck for transport. 376 1.45 Dispose or Disposal. “Disposal” or “Dispose” means the final disposition of Solid 377 Waste at a permitted landfill or other permitted Solid Waste Disposal facility, as defined in 378 California Public Resources Code Section 40192(b).
379 1.46 Disposal Facility. “Disposal Facility” means the permitted place or places listed in 380 Exhibit 8 for the Disposal of Garbage or other materials as appropriate and acceptable. 381 1.47 Diversion or Divert. “Diversion” and “Divert” refer to the programs and activities 382 that reduce or eliminate the Disposal of Solid Waste in landfills, which can include source 383 reduction, reuse, salvage, Recycling, and Composting. 384 1.48 Diversion Compliance. “Diversion Compliance” means compliance with Diversion 385 requirements under the Act and applicable CalRecycle regulations. Should there be a GreenWaste Recovery, LLC
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386 Change in Law for Diversion Compliance, Contractor may request a rate adjustment 387 pursuant to Section 6.4.
388 1.49 Diversion Guarantee. “Diversion Guarantee” means the guaranteed threshold of 389 Diversion, based on a calculation of materials Collected versus materials Recycled, 390 Composted, or otherwise Diverted from Landfill, that Contractor agrees to achieve during 391 the course of the Term.
392 1.50 Dwelling Unit. “Dwelling Unit” means a building or part of a building designed for 393 residential use by a single independent housekeeping unit and having separate exterior 394 access, toilet, and facilities for cooking and sleeping. 395 1.51 Edible Food. “Edible Food” has the same meaning as found in Section 8.08.020 of 396 the City of West Sacramento’s Municipal Code. Edible Food means food intended for 397 human consumption. For purposes of this Agreement, Edible Food is not Solid Waste if it 398 is recovered and not discarded. Nothing in this Agreement requires or authorizes the 399 recovery of food that does not meet the food safety requirements of the California Retail 400 Food Code.
401 1.52 Edible Food Recovery. “Edible Food Recovery” means the actions to 1) collect 402 Edible Food from places where it would otherwise go to waste, such as, but not limited 403 to, restaurants, grocery stores, produce markets, school cafeterias, or dining facilities, 404 and 2) distribute said Edible Food to local food recovery organizations (as defined in City 405 of Sacramento Municipal Code Section 8.08.020) or other entities for Food Recovery. 406 1.53 Effective Date. “Effective Date of Agreement” shall mean the date on which the 407 Agreement is signed by the duly authorized representatives of the parties and delivered 408 by the last of the parties to sign and deliver. Signatures by duly authorized representatives 409 are found in Article 55.
410 1.54 Electronic Waste (E-Waste). “E-Waste” means electronic equipment such as 411 stereos, televisions, computers, and other similar items. 412 1.55 Exempt Waste. “Exempt Waste” consists of “Exempt Waste” as defined in 8.08.020 413 of the City of West Sacramento’s Municipal Code as well as Biohazardous or Biomedical 414 Waste, Hazardous Waste, Sludge, automobiles, automobile parts, boats, boat parts, boat 415 trailers, internal combustion engines, lead-acid batteries, dead animals, and those wastes 416 under the control of the Nuclear Regulatory Commission. 417 1.56 Food Recovery. “Food Recovery” has the same meaning as included in 14 CCR 418 Section 18982(24) and means actions to collect and distribute food for human 419 consumption which otherwise would be disposed.

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420 1.57 Food Waste. “Food Waste” means (1) food scraps, including all edible or inedible 421 food such as, but not limited to, fruits, vegetables, meat, poultry, seafood, shellfish, bones, 422 rice, beans, pasta, bread, cheese, coffee grounds, and eggshells; and (2) food-soiled 423 paper, which is one-hundred percent (100%) plant-based compostable paper material 424 that has come in contact with food or non-hazardous liquid, such as, but not limited to, 425 compostable paper plates, paper coffee cups, napkins, and pizza boxes. Non-BPI 426 certified plastic coated paper products, such as plastic-coated coffee cups, milk cartons 427 and paper plates, are not compostable. Food Waste excludes fats, oils, and grease when 428 such materials are Source Separated from other Food Waste. 429 1.58 Franchise Fee. “Franchise Fee” means a payment that the Contractor has 430 voluntarily agreed to pay to City in consideration of the exclusive rights granted by the 431 City under this Agreement. City and Contractor acknowledge and agree that the amount 432 of the Franchise Fee is the result of bona fide, arms-length negotiations between City and 433 Contractor. Contractor further acknowledges and agrees that the amount of the Franchise 434 Fee represents the City’s costs associated with this Agreement and payment for use of 435 government property. Contractor is not required by this Agreement or any City ordinance, 436 resolution, or regulation to charge the Franchise Fee to Customers. Because the 437 Franchise Fee represents a cost to Contractor in performing services pursuant to this 438 Agreement, Contractor may, in its sole discretion, include an amount equal to the 439 Franchise Fee in Contractor’s compensation.
440 1.59 Garbage. “Garbage” means all putrescible and non-putrescible solid, and semi441 solid waste, as defined in California Public Resources Code Section 40191, generated or 442 accumulated through the normal activities of a Premises. Garbage does not include 443 Recyclable Materials, Organic Waste, or Bulky Waste that is source-separated and set 444 out for purposes of Collection and Recycling, nor does it include Exempt Waste. 445 1.60 Garbage Collection Service. “Garbage Collection Service” means the Collection of 446 Garbage from Service Units, and the delivery of those Garbage materials to the Disposal 447 Facility.
448 1.61 Good Faith. “Good Faith” means acting honestly and in a manner consistent with 449 terms of this Agreement. Good Faith includes acting without deceit, without dishonesty, 450 and without acting in a manner that would frustrate the purpose of this Agreement. The 451 purposes of this Agreement would be frustrated, for example, subject to the express terms 452 and conditions of this Agreement, if a party acted or failed to act in a manner that would 453 be inconsistent with providing cost-efficient high-quality service to the residents and 454 businesses of West Sacramento or that would be inconsistent with helping ensure that 455 the City meets or exceeds its waste diversion requirements and goals.

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456 1.62 Green Waste. “Green Waste” means grass clippings, leaves, landscape and 457 pruning waste, wood materials from trees and shrubs, and other forms of organic 458 materials generated from landscapes or gardens.
459 1.63 Gross Revenue. “Gross Revenue” means all monetary amounts actually collected 460 or received by Contractor for the provision of all services pursuant to this Agreement, 461 including, but not limited to: all receipts from Service Recipients, inclusive of late charges, 462 Contamination charges, Franchise Fees, or any other cost of doing business. “Gross 463 Revenue”, for purposes of this Agreement, does not include revenues generated from the 464 sale of Recyclable Material, Compost, or energy; or grants, cash awards, State of 465 California Department of Conservation payments, or rebates resulting from the 466 performance of this Agreement.
467 1.64 Hauler Route. “Hauler Route” means the designated weekly itinerary or sequence 468 of stops scheduled to be performed by one Collection Vehicle providing regularly 469 scheduled Collection Services for Solid Waste within the Service Area. 470 1.65 Hazardous Waste. “Hazardous Waste” shall have the meaning set forth in 471 California Code of Regulations, Title 14 §17225.32, and Health and Safety Code §25117, 472 or successor laws and regulations as may be amended from time to time. 473 1.66 Holiday. “Holiday” means New Year’s Day, Independence Day, Labor Day, 474 Thanksgiving Day, and Christmas Day, on which days Collection Service will not be 475 provided until the following day, excluding Sunday, and on which days the Contractor is 476 not required to maintain office hours, as detailed in Section 5.3. 477 1.67 Household Hazardous Waste (HHW). “HHW” means that waste resulting from 478 products purchased by the general public for household use which, because of its 479 quantity, concentration, or physical, chemical, or infectious characteristics, may pose a 480 substantial known or potential hazard to human health or the environment when 481 improperly treated, Disposed, or otherwise managed, or, in combination with other Solid 482 Waste, may be infectious, explosive, poisonous, caustic, or toxic, or exhibit any of the 483 characteristics of ignitability, corrosivity, reactivity, or toxicity as per California Code of 484 Regulations Title 22, Division 4.5, Chapter 11, Section 66261.3. 485 1.68 Kitchen Food Waste Pail. “Kitchen Food Waste Pail” means a waste 486 receptacle approved by the City for use by SFD and MFD Service Units for temporary 487 storage of Organic Waste prior to placement of Organic Waste in the applicable Organics 488 Service Container.
489 1.69 Mandatory Service. “Mandatory Service” means compulsory Service Recipient 490 subscription to appropriate service levels, including minimum Recyclable Materials and 491 Organic Waste Collection Service based on Service Unit type and/or number of Dwelling GreenWaste Recovery, LLC
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492 Units, as applicable, to help achieve the City’s Diversion goals. Mandatory Service may 493 be waived if Service Recipient has acquired City-approved De Minimis Waiver, Physical 494 Space Waiver, Alternative Compliance, or equivalent service provided by a City-approved 495 franchise hauler for non-exclusive services.
496 1.70 Materials Recovery Facility. “Materials Recovery Facility” means the facility listed 497 in Exhibit 8 to which Recyclable Materials are brought for separation into marketable 498 Recyclable Materials.
499 1.71 Maximum Service Rate. “Maximum Service Rate” means the maximum amount 500 that Contractor may charge Service Recipients for Solid Waste Collection, as listed in 501 Exhibit 1, and as may be adjusted in accordance with the provisions of this Agreement. 502 1.72 Multi-Family Dwelling (MFD) Collection Service. “MFD Collection Service” means 503 Collection Service that serves a Multi-Family Dwelling Service Unit, and specifically 504 includes the following:
505 1.72.1 MFD Garbage Collection Service. The Collection of Garbage, by 506 Contractor, from MFD Service Units in the Service Area, and the delivery of that 507 Garbage to the Disposal Facility.
508 1.72.2 MFD Bulky Waste Collection Service. The periodic on-call Collection of 509 Bulky Waste, by Contractor, from MFD Service Units in the Service Area and the 510 delivery of that Bulky Waste to a reuse partner, the Materials Recovery Facility, the 511 Disposal Facility, or such other facility as may be appropriate under the terms of 512 this Agreement. MFD Bulky Waste Collection Service may include the Collection 513 of Bulky Waste using Roll-Off Containers.
514 1.72.3 MFD Organic Waste Collection Service. The Collection of Organic 515 Waste, by Contractor, from MFD Service Units in the Service Area, and the delivery 516 of those Organic Waste materials to the Organic Waste Processing Facility. 517 1.72.4 MFD Recyclable Materials Service. The Collection of Recyclables 518 Materials by the Contractor from MFD Service Units in the Service Area, and the 519 delivery of those Recyclable Materials to the Materials Recovery Facility. 520 1.73 Municipal Code. “Municipal Code” means the City of West Sacramento Municipal 521 Code.
522 1.74 Non-Collection Notice. “Non-Collection Notice” means a written notice approved 523 by the Agreement Administrator that notifies a Service Recipient of the reason Contractor 524 did not Collect Solid Waste that had been set out for Collection. A Non-Collection Notice 525 includes instructions applicable to the specific reason for non-Collection. A Non-Collection GreenWaste Recovery, LLC
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526 Notice may be included on a Corrective Action Notice, as defined in Section 1.39. Non527 Collection Notice format, language, and tone shall be approved by the Agreement 528 Administrator.
529 1.75 Organic Waste. “Organic Waste” means any material capable of being 530 containerized and Diverted from the landfill, consistent with 8.08.020 of the City of West 531 Sacramento’s Municipal Code and means Food Waste, Green Waste, and Wood Waste. 532 Organic Waste that can be placed in the Organic Waste Container is listed in Exhibit 13, 533 and the term also includes any other items determined by the Agreement Administrator. 534 1.76 Organic Waste Collection Service. “Organic Waste Collection Service” means the 535 Collection of Organic Waste that have been separated from other Solid Waste from 536 Service Units, and the delivery of those Organic Waste materials to the Organic Waste 537 Processing Facility.
538 1.77 Organic Waste Processing Facility. “Organic Waste Processing Facility” means the 539 facility designed, operated, and legally permitted for the purpose of receiving and 540 processing Food Waste, Green Waste, and Organic Waste listed in Exhibit 8. 541 1.78 Overage. “Overage” means (i) Garbage, Recyclable Materials, or Organic Waste 542 exceeding its Container’s intended capacity such that an individual lid is lifted by an 543 average of at least 10 inches (or would be lifted by at least 10 inches if lowered) or (ii) 544 Garbage, Recyclable Materials, or Organic Waste placed on top of a Container. 545 1.79 Party or Parties. "Party" or "Parties" means the City and/or Contractor. 546 1.80 Physical Space Waivers. “Physical Space Waivers” has the same meaning as 547 included in 14 CCR Section 18984.11.
548 1.81 Premises. “Premises” means any land or building in the City where waste is 549 generated or accumulated.
550 1.82 Prohibited Container Contaminants. “Prohibited Container Contaminants” means 551 any of the following: (i) materials placed in a Recyclable Materials Container that are not 552 Recyclable Materials; (ii) materials placed in an Organic Waste Container that are not 553 Organic Waste; (iii) materials placed in a Garbage Container that are Recyclable 554 Materials or Organic Waste; and (iv) Exempt Waste placed in any Cart or Bin. 555 1.83 Quarter. “Quarter” means a three-month period during a Calendar Year. The first 556 Quarter is January through March. The second Quarter is April through June. The third 557 Quarter is July through September. The fourth Quarter is October through December.

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558 1.84 Rate Year. “Rate Year” means the period of July 1 to June 30 for each year during 559 the Term of this Agreement.
560 1.85 Recyclable Materials. “Recyclable Materials” or “Recyclable Material” means any 561 material capable of being containerized and Diverted from the landfill, consistent with the 562 requirements of the Act. Recyclable Materials that can be placed in the Recyclable 563 Materials Container are listed in Exhibit 13, and the term also includes any other items 564 determined by the Agreement Administrator.
565 1.86 Recyclable Materials Collection Service. “Recyclable Materials Collection Service” 566 means the Collection of Recyclable Materials that have been separated from other Solid 567 Waste from Service Units, and the delivery of those Recyclable Materials to the Materials 568 Recovery Facility.
569 1.87 Recycling. “Recycling” means the process of Collecting, sorting, cleansing, 570 treating, and/or marketing Recyclable Materials that would otherwise become Garbage, 571 and returning them to the economic mainstream in the form of raw material for new, 572 reused, or reconstituted products which meet the quality standards necessary to be used 573 in the marketplace. The Collection, transportation, or Disposal of Solid Waste not intended 574 for, or capable of, reuse is not Recycling. “Recycling” does not include transformation as 575 defined in Public Resources Code Section 40201. Paper products and printing and writing 576 paper, each as defined in SB 1383, may be placed in either the Recyclable Materials 577 Container or the Organic Waste Container. Carpet and textiles may not be placed in either 578 the Recyclable Materials Container or the Organic Waste Container. 579 1.88 Residential Collection Service. “Residential Collection Service” means ongoing 580 regularly scheduled Collection of Solid Waste from SFD Service Units and MFD Service 581 Units, and the delivery of that Solid Waste to the Disposal Facility, Materials Recovery 582 Facility, and/or Organic Waste Processing Facility. 583 1.89 Residue. “Residue” or “Residuals” means unrecoverable materials remaining after 584 processing at the Material Recovery Facility, Organic Waste Processing Facility, or 585 Construction and Demolition Debris Processing Facility for which there are no other 586 options for viable use and which therefore must be Disposed of at a disposal facility. 587 1.90 Roll-Off Container. “Roll-Off Container” means a metal Container with a capacity 588 of ten (10) or more cubic yards that is normally loaded onto a specialized Collection 589 Vehicle and transported to the appropriate facility. A Roll-Off Container may be a Debris 590 Box or a Compactor.
591 1.91 Route Review. “Route Review” means a visual inspection of Containers along a 592 Hauler Route for the purpose of identifying Prohibited Container Contaminants.

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593 1.92 SB 1383. “SB 1383” means State of California Senate Bill 1383, Short-lived 594 Climate Pollutants: Organic Waste Reductions, approved September 19, 2016, and the 595 regulations implementing the law, Title 14, Code of California Regulations (CCR), Chapter 596 12.
597 1.93 SB 54. “SB 54” means State of California Senate Bill 54, Plastic Pollution 598 Prevention and Packaging Producer Responsibility Act, approved June 30, 2022, and the 599 regulations implementing the law, adding Chapter 3 within Part 3 of Division 30 of the 600 California Public Resources Code.
601 1.94 Self-Haul. “Self-Haul” means the Collection of Solid Waste by the resident, owner, 602 or occupant of the Premises on which the Solid Waste was generated, in accordance with 603 the requirements of the Municipal Code.
604 1.95 Service Area. “Service Area” means the area within the jurisdictional limits of the 605 City of West Sacramento designated by City as the Service Area. 606 1.96 Service Recipient. “Service Recipient” means an individual or entity receiving 607 Collection Service. Service Recipient and Customer are used interchangeably depending 608 on context.
609 1.97 Service Unit. “Service Unit” means a single subscriber to Contractor’s Solid Waste 610 Collection. Service Unit specifically includes the following:
611 1.97.1 City Service Unit. “City Service Unit” shall mean City Facility(ies) that 612 utilize a Bin, Cart, or Roll-Off Container(s) for the accumulation and set-out of Solid 613 Waste. City Service Units are the properties set forth in Exhibit 3 and may be 614 modified by written notice to Contractor by the City. 615 1.97.2 Commercial Service Unit. “Commercial Service Unit” shall mean all 616 retail, professional, wholesale, and industrial facilities, as well as other commercial 617 enterprises offering goods or services to the public, that utilize a Bin, Cart, 618 Compactor, or Roll-Off Container for the accumulation and set-out of Commercial 619 Solid Waste.
620 1.97.3 Multi-Family Dwelling (MFD) Service Unit. “Multi-Family Dwelling” and 621 “MFD” shall mean any building or structure, or portion thereof, including but not 622 limited to mobile home parks, used for residential purposes, and having five (5) or 623 greater distinct living units. A MFD Service Unit refers to any Multi-Family Dwelling 624 Unit in the Service Area utilizing a Bin, Cart, or Roll-Off Container(s) for the 625 accumulation and set out of Solid Waste originating from MFD Premises.

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626 1.97.4 Single-Family Dwelling (SFD) Service Unit or SFD. “Single-Family 627 Dwelling (SFD) Service Unit or SFD” shall mean any building or structure, or 628 portion thereof, including but not limited to mobile home parks, used for residential 629 purposes, and having four (4) or fewer distinct living units. A SFD Service Unit 630 refers to any Single-Family Dwelling Unit in the Service Area utilizing a Cart or Bin 631 for the accumulation and set out of Solid Waste originating from SFD Premises. 632 The term SFD Service Unit is inclusive of all SFD Dwelling Units to the extent that 633 one SFD Dwelling has four (4) or fewer distinct living units, which may be treated 634 as a singular SFD Service Unit, or up to four (4) SFD Service Units, consistent with 635 (i) addressing, and (ii) billing responsibility.
636 1.98 SFD Collection Service. “SFD Collection Service” means SFD Garbage Collection 637 Service, SFD Recyclable Materials Collection Service, SFD Organic Waste Collection 638 Service, SFD Clean Up Collection Service, and On-Call Household Hazardous Waste. 639 1.98.1 SFD Garbage Collection Service. The Collection of Garbage, by 640 Contractor, from SFD Service Units in the Service Area, and the delivery of that 641 Garbage to the Disposal Facility.
642 1.98.2 SFD Clean Up Collection Service. The periodic on-call Collection of 643 Bulky Waste, individual, reusable and other materials detailed in Section 9.4 by 644 Contractor, from SFD Service Units in the Service Area, and the delivery of those 645 Bulky Waste, individual, reusable and other materials to a reuse partner, the 646 Materials Recovery Facility, the Disposal Facility, or other such facility as may be 647 appropriate under the terms of this Agreement. SFD Bulky Waste Collection 648 Service does not include the Collection of Bulky Waste using Roll-Off Containers. 649 1.98.3 SFD Organic Waste Collection Service. The Collection of Organic 650 Waste, by Contractor, for SFD Service Units in the Service Area, and the delivery 651 of those Organic Waste Materials to the Organic Waste Processing Facility. 652 1.98.4 SFD Recyclable Materials Service. The Collection of Recyclable 653 Materials, including dry-cell household batteries when set out by the Service 654 Recipient in heavy duty plastic bags and placed on the Recyclable Materials Cart, 655 by the Contractor from SFD Service Units in the Service Area and the delivery of 656 those Recyclable Materials to the Materials Recovery Facility. 657 1.98.5 On-Call Household Hazardous Waste (HHW). The Collection of 658 designated HHW materials, by the Contractor, for SFD Service Units in the Service 659 Area, and the delivery of those HHW materials to the appropriate HHW facility per 660 Exhibit 7.

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661 1.99 Single-Family Dwelling or SFD. “Single-Family Dwelling” or “SFD” means any 662 residential Premises with four (4) or fewer single attached Dwelling Units, each designed 663 for use by one bona fide housekeeping group.
664 1.100 Sludge. “Sludge” means the accumulated solids, residues, and precipitates 665 generated as a result of waste treatment or processing, including wastewater treatment, 666 water supply treatment, or operation of an air pollution control facility, as well as mixed 667 liquids and solids pumped from septic tanks, grease traps, privies, or similar disposal 668 appurtenances, or any other such waste having similar characteristics or effects. 669 1.101 Solid Waste. “Solid Waste” means all putrescible and non-putrescible solid, 670 semisolid, and liquid wastes, including Garbage, trash, refuse, paper, rubbish, ashes, 671 industrial wastes, demolition and construction wastes, abandoned vehicles and parts 672 thereof, discarded home and industrial appliances, dewatered, treated, or chemically 673 fixed sewage Sludge which is not Hazardous Waste, vegetable or animal solid and 674 semisolid wastes, and other discarded solid and semisolid wastes, as set forth in 675 California Public Resources Code Section 40191(a)(b), as amended from time to time. 676 Solid Waste includes Recyclable Materials but does not include (1) Hazardous Waste; (2) 677 radioactive waste regulated pursuant to the Health and Safety Code Section 114960 et 678 seq.; and (3) medical waste regulated pursuant to the Health and Safety Code Section 679 117600 et seq.
680 1.102 Solid Waste Collection. “Solid Waste Collection” means the Collection of Garbage, 681 Recyclable Materials, and Organic Waste within the corporate limits of City, and the 682 transportation of such material to appropriate places for processing, Recycling, 683 Composting, and/or Disposal.
684 1.103 Source Separated. “Source Separated” means materials that have been kept 685 separate in the Solid Waste stream, at the point of generation, for the purpose of 686 additional sorting or processing in order to return them to the economic mainstream in the 687 form of raw material for new, reused, or reconstituted products, which meet the quality 688 standards necessary to be used in the marketplace, or as otherwise defined in 14 CCR 689 Section 17402.5(b)(4).
690 1.104 Source Reduction and Recycling Element (SRRE). “SRRE” means a formal 691 planning document that demonstrates how the City will comply with the Act’s Diversion 692 goals.
693 1.105 Term. “Term” means the time period or duration for which the Agreement is in 694 effect, as defined in Article 2.

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695 1.106 Transfer Station. “Transfer Station” means the place or places listed in Exhibit 8 696 for conveyance of Solid Waste Collected by Contractor into larger vehicles prior to 697 transportation of the Solid Waste to the Disposal Facility or Processing Facility. 698 1.107 Universal Waste or U-Waste. “Universal Waste” or “U-Waste” means all wastes as 699 defined by Title 22, Subsections 66273.1 through 66273.7 of the California Code of 700 Regulations. These include, but are not limited to, batteries, fluorescent light bulbs, 701 mercury switches, and E-Waste.
702 1.108 Waste. “Waste” means the useless, unused, unwanted, or discarded material and 703 debris resulting from normal residential and commercial activity or materials which, by 704 their presence, may injuriously affect the health, safety, and comfort of persons or 705 depreciate property values in the vicinity thereof. 706 1.109 Waste Generator. “Waste Generator” means any person, as defined by the most 707 current version of the Public Resources Code PRC § 4211, whose act or process 708 produces Solid Waste as defined in that same code, or whose act first causes Solid Waste 709 to become subject to regulation.
710 1.110 Workday. “Workday” means any day, Monday through Saturday, that is not a 711 Holiday as set forth in this Agreement.
712 1.111 Wood Waste. “Wood Waste” means Solid Waste consisting of stumps, large 713 branches, tree trunks, and wood pieces or particles that are generated from the 714 manufacturing or production of wood products; harvesting, processing, or storage of raw 715 wood materials; or Construction and Demolition activities. 716 Article 2. Term of Agreement
717 2.1 Term of Agreement. The Term of this Agreement will be for a ten (10) year period 718 beginning July 1, 2027, and terminating on June 30, 2037. Contractor shall commence 719 performance of its Solid Waste Collection obligations under this Agreement on July 1, 720 2027 (“Commencement Date”).
721 2.2 Optional Extension of Term. City may, in its sole discretion, grant Contractor two 722 additional five (5) year extensions of the Term. The City may decline to negotiate an 723 extension of the Term at its sole discretion. In its determination, the City may include 724 consideration of status of compliance with preconditions including, but not limited to, the 725 following: (1) Contractor is not then in default of any material term or condition of the 726 Agreement; (2) Contractor has paid City on time all required and undisputed fees 727 associated with Agreement; or (3) Contractor has requested the Optional Extension of 728 Term by July 1, 2035, for the first extension, and by October 1, 2040, for the second 729 extension.

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730 2.2.1 The City shall not be obligated to offer an extension of Term to 731 Contractor. Prior to granting any extension under this contract, City shall consider 732 performance standards, including Contractor’s performance relative to its 733 Diversion Guarantee, and the results of performance reviews, as outlined in Article 734 29, in decisions regarding extension of Term. The City may require the 735 performance review described in Article 22 with the specific intent of determining 736 Contractor’s eligibility for the applicable extension. The City shall not be obligated 737 to offer an extension to Contractor, regardless of the outcome of the performance 738 review described in Article 22.
739 Article 3. Conditions Governing Services Provided by 740 Contractor
741 3.1 Grant of Exclusive Agreement. City hereby grants to Contractor, on the terms and 742 conditions set forth herein, including the limitations set forth in Sections 3.2 and Section 743 3.3, the exclusive franchise, right, and privilege to Collect, remove, and Dispose of, in a 744 lawful manner, Garbage, Recyclable Materials, and Organic Materials accumulating in 745 the City’s Service Area for the Term of and within the scope set forth in this Agreement. 746 3.1.1 Exclusive SFD, MFD, and City Collection Services. Except as provided 747 in Sections 3.2 and Section 3.3, Contractor is hereby granted the exclusive right 748 to Collect, transport, Recycle, process, and Dispose of Garbage, Recyclable 749 Materials, and Organic Waste generated by SFD, MFD, and City Service Units in 750 Carts and Bins located within the Service Area.
751 3.1.2 Commercial Garbage Collection Service Exclusivity. Except as provided 752 in Sections 3.2 and Section 3.3, Contractor is hereby granted the exclusive right 753 to Collect, transport, Recycle, process, and Dispose of Garbage generated by 754 Commercial Service Units located within the Service Area, provided the 755 Commercial Service extends only to services provided using Carts and Bins 756 serviced with a front-loading, rear-loading or side-loading Collection Vehicle. 757 3.1.3 Exclusivity for Commercial Organic Waste and Commercial Recyclable 758 Materials. The City retains the right to grant exclusive rights for Commercial 759 Organic Waste and Commercial Recyclable Materials once notices described in 760 California Public Resources Code §49520 have been given. Prior to City’s 761 issuance of such notice described in California Public Resources Code §49520, 762 the Parties shall meet and confer in accordance with Section 28.1 to discuss 763 implementation and planning related to the transition to exclusive Collection of 764 Commercial Recyclable Materials and Commercial Organic Waste. If City elects to 765 grant exclusive rights to handle Organic Waste and Recyclable Materials 766 generated by Commercial Services Units, Contractor will have such exclusive GreenWaste Recovery, LLC
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767 rights, and such service shall be subject to the applicable terms and conditions in 768 this Agreement (including, for the avoidance of doubt, Section 28.1). 769 3.2 Recyclable Materials, Organic Waste, and Bulky Waste Discarded by Service 770 Recipients. This Agreement shall not prohibit any person from selling Recyclable 771 Materials, Organic Waste, or Bulky Waste, or giving Recyclable Materials, Organic Waste, 772 or Bulky Waste away to persons or entities other than Contractor. However, once the 773 Recyclable Materials or Organic Waste have been placed in the Contractor’s Collection 774 Container and the Container set out for Collection, the Recyclable Materials or Organic 775 Waste become the property of Contractor.
776 3.3 Exclusions to Exclusivity.
777 3.3.1 Construction and Demolition Debris. Collection of Construction and 778 Demolition Debris is not exclusive to Contractor.
779 3.3.2 Recyclable Materials Sold By Commercial Generator. If the Waste 780 Generator at a Commercial Service Unit has Source Separated Recyclable 781 Material, the Waste Generator is entitled to sell that Recyclable Material or be 782 otherwise compensated in a manner resulting in a net positive payment to the 783 Waste Generator, when such collector is permitted as appropriate under the City 784 Municipal Code.
785 3.3.3 Byproducts of Food and Beverage Processing. Under AB 3036 (2018), 786 certain byproducts from the processing of food or beverages from agricultural or 787 industrial sources are exempted from this exclusive Collection Agreement, 788 provided (i) they do not include animal (including fish) processing byproducts; (ii) 789 they are Source-Separated; (iii) they are not discarded (meaning the generator 790 may not pay the recipient any consideration, or accept a discount or reduction in 791 price for Collecting, processing, or transporting such material); and (iv) they are 792 used as animal feed. Entities requesting exemption must apply to the City and be 793 any of the following: registered pursuant to Section 110460 of the Health and 794 Safety Code, or be exempted from registration pursuant to Section 110480 of the 795 Health and Safety Code, or be a beer manufacturer as defined in Section 23012 796 of the Business and Professions Code, or be a distilled spirits manufacturer as 797 defined in Section 23015 of the Business and Professions Code. 798 3.3.4 Donated Solid Waste. Recyclable Materials, Organic Waste, or Bulky 799 Waste which are Source Separated at any Premises by the waste generator and 800 donated to youth, civic, or charitable organizations qualified as such pursuant to 801 Federal law are exempted from this exclusive Collection Agreement.

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802 3.3.5 Gardening, Landscaping, and other Household Services. Gardeners, 803 tree trimmers, roofers, carpenters, masons, and similar contract enterprises that 804 haul or dispose of grass clippings, prunings, wood, roof shingles, or other materials 805 collected in the course of their business using their own equipment are exempted 806 from this exclusive Collection Agreement. This provision shall also include Bulky 807 Items removed from a Premises by a property management or maintenance 808 company as an incidental part of the total cleanup or maintenance service offered 809 by the company. This provision does not allow the hauling of materials by any 810 business hired solely for the purposes of hauling and/or removal of Garbage in 811 Cart or Bins.
812 3.3.6 Self-Haul. Service Recipients may choose to Self-Haul Solid Waste to 813 Disposal or Processing Facilities, to the extent authorized by the Municipal Code. 814 3.3.7 Hazardous Waste. Hazardous Waste and other Exempt Waste, 815 regardless of its source, is exempted from this exclusive Collection Agreement. 816 3.3.8 Materials Generated or Accumulated During an Emergency or Disaster. 817 During an emergency or disaster, as determined by City in its sole discretion, City 818 may enlist additional contractors or other entities in the Collection, transportation, 819 and/or Disposal of any and all types of materials that are generated or 820 accumulated. In particular, the City may choose to pursue reimbursement of 821 disaster services through the Federal Emergency Management Agency (FEMA), 822 which would require that the associated disaster services be secured via a 823 competitive bidding process. Contractor shall not be prohibited by any part of this 824 Agreement from participating in this competitive bidding process, but City shall be 825 free to put services associated with declared disasters out to bid in accordance 826 with FEMA requirements and enlist additional contractors based on the results of 827 that process.
828 3.4 Acknowledgment of Service Outside of Scope. Contractor acknowledges and 829 agrees that the City may permit other persons besides the Contractor to Collect any and 830 all types of materials excluded from the scope of this Agreement, as set forth above, 831 except that Contractor will have a right of first refusal to perform such services if the City 832 contemplates permitting or licensing other persons to Collect such materials. If Contractor 833 can produce evidence that other persons are servicing Collection Containers or Collecting 834 Garbage, Recyclable Materials, Bulky Items, and/or Organic Waste in a manner that is 835 not consistent with the City’s Municipal Code or this Agreement, it shall report the location, 836 the name, and phone number of the person or company to the City along with Contractor’s 837 evidence of the violation of the exclusiveness of this Agreement, and the Contractor shall 838 assist the City to enforce the City’s Municipal Code and this Agreement. Contractor may 839 remove illegally placed containers in public rights-of-way, alleys, or streets, but only after 840 notifying the City.

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841 3.5 Responsibility for Service Billing and Collection. Contractor is responsible for the 842 billing and collection of payments for Solid Waste Collection within the Service Area. 843 Article 4. Franchise Fees and Payments
844 4.1 Contractor’s Payments to City. The parties agree that all fees and any payments 845 owed by Contractor to City under this Agreement are the product of extensive 846 negotiations, constitute valid consideration for the rights and privileges granted to 847 Contractor under this Agreement (including the use of government property), and account 848 for costs incurred by the City in the negotiation, implementation, monitoring and 849 enforcement of this Agreement. Contractor shall pay all amounts owed under this Article 850 without prior notice or demand and without abatement, deduction, offset, or credit in lawful 851 money of the United States, on or before the applicable due date, unless the due date 852 lands on a weekend or Holiday, in which case the due date shall be the next Business 853 Day. If sent by U.S. mail, the remittance must be post-marked on or before the due date. 854 If hand-delivered, Contractor must request and receive a date-stamped receipt from the 855 City by 5:00 p.m. Pacific Time (PT) on the due date. 856 4.2 Reimbursement for the Cost of Procurement/Negotiation Process. Contractor shall 857 reimburse the City a one-time fee of two hundred and fifty thousand dollars ($250,000) 858 for the cost of the Collection Agreement solicitation, evaluation, negotiation, and award 859 process. This fee shall be due and payable on the thirtieth (30th) day after the Effective 860 Date of the Agreement. This fee shall not be recoverable via Contractor’s charges to 861 Service Recipients for Solid Waste Collection or any other form of compensation under 862 this Agreement.
863 4.3 Transition Assistance Support. Contractor shall pay the City a one-time fee of one 864 hundred thousand dollars ($100,000) for costs the City will incur during the process of 865 transitioning from the existing Solid Waste contractor to Collection Service with 866 Contractor. This fee shall be due and payable on the thirtieth (30th) day after the Effective 867 Date of the Agreement.
868 4.4 Franchise Fee and Payment. The Franchise Fee shall be due and payable on the 869 last day of each month following the month for which Solid Waste Collection was 870 provided, with the first such payment being due on August 31, 2027. The Franchise Fee 871 shall be accompanied at the time of payment by a written statement of charges, in a 872 format acceptable to the City. Figures used in the report shall be taken from 873 Contractor’s general books of account, and Contractor shall retain all supporting 874 documentation in accordance with the records retention requirements in Article 23. If 875 payment is not received on the last day of the month following the month for which Solid 876 Waste Collection was provided, interest shall accrue thereon at the maximum interest 877 rate permitted under California law, but not to exceed ten (10) percent per annum. Any 878 adjustment to the Franchise Fee shall have prospective effect only.

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879 4.5 Establishment of and Adjustments to Franchise Fee. The City Council shall 880 establish and may adjust the Franchise Fee by resolution, in which case Contractor shall 881 be entitled to an adjustment to Maximum Service Rates in an aggregate amount that is 882 equal to such Franchise Fee increase as a City-directed change and otherwise in 883 accordance with Section 28.1. City shall be solely responsible for ensuring that the 884 calculation and adoption of the Franchise Fee is done in accordance with the California 885 Constitution and all applicable laws. Contractor shall cooperate reasonably in providing 886 information requested by the City in establishing and updating the Franchise Fee. 887 4.6 Franchise Fee Disputes. In the event of any disputes between the Contractor and 888 the City with respect to the fees described in this Article, the City shall provide the 889 Contractor with written objection within one hundred eighty (180) days of the receipt of 890 the written report described in Section 4.4, encompassing the dispute amount. The City 891 shall state its objections in writing with reference to the applicable portion(s) of the report 892 and its reasons then known for its dispute. The parties agree to meet and confer in Good 893 Faith regarding any such dispute. Notwithstanding this Section 4.7, City may conduct a 894 billing audit and performance review in accordance with Section 22.1, within which proper 895 calculation and payment of Franchise Fees may be reviewed and verified. 896 4.6.1 City-Imposed Fees. In the event any fee imposed by the City pursuant 897 to this Article 4 (City-Imposed Fee or "CIF") is determined by a court to be 898 excessive, invalid, or unenforceable, then:
899 (i) Contractor shall not charge or collect the future portion of such CIF; 900 (ii) To the extent the Customers are entitled to a reimbursement of any portion of 901 such CIF, and City is required to reimburse Contractor in the amount of such CIF 902 previously remitted to City, thereafter Contractor shall directly reimburse all 903 Customers entitled to reimbursement in the amount attributable to each Customer 904 account. In no event shall Contractor retain any portion of the fees reimbursed by 905 City;
906 (iii) To the extent the Customers are entitled to a reimbursement of such CIF, and 907 City is required by a court to directly reimburse Customers, Contractor shall assist 908 City in identifying all Customers entitled to a reimbursement, quantifying the 909 reimbursement amount attributable to each Customer account, and obtaining and 910 providing to City any other information needed to satisfy the obligations imposed 911 by a court; and
912 (iv) City and Contractor will, within thirty (30) days following such court decision, 913 meet and confer to negotiate in Good Faith and using reasonable efforts to attempt 914 to agree on modifications to the Agreement.

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915 SCOPE OF COLLECTION SERVICES
916 Article 5. General Requirements
917 5.1 Service Standards. Contractor must perform all Collection Services under this 918 Agreement in a thorough and professional manner as described in Article 19, while 919 meeting the minimum performance standards described in Article 22 and Diversion 920 standards listed in Article 20, according to the Sustainability and Compliance Plan (Exhibit 921 9) developed by the Contractor and approved by the City. 922 5.2 Labor and Equipment. Contractor must provide and maintain all labor, equipment, 923 tools, facilities, and personnel supervision required for the performance of Contractor’s 924 obligations under this Agreement. Contractor must always have sufficient backup 925 equipment and labor to fulfill Contractor’s obligations under this Agreement. No 926 compensation for Contractor’s services or for Contractor’s supply of labor, equipment, 927 tools, facilities, or supervision will be provided or paid to Contractor by City or by any 928 Service Recipient except as expressly provided by this Agreement. 929 5.3 Holiday Service. Contractor is not required to provide Solid Waste Collection or 930 maintain office hours on the designated Holidays, as defined in Section 1.66. In any week 931 in which one of these Holidays falls on a Workday, SFD Collection Services for the Holiday 932 and each Workday thereafter will be delayed one Workday for the remainder of the week, 933 with normally scheduled Friday SFD Collection Services being performed on Saturday 934 according to the normally scheduled hours for Friday Collection Service. Commercial 935 Collection Services will be adjusted as set forth in Article 11, but must meet the minimum 936 frequency requirements of one (1) time per week. Solid Waste Collection will not take 937 place on Sundays, unless previously authorized by the Agreement Administrator. 938 5.4 Inspections. The City has the right to inspect Contractor’s facilities or Collection 939 Vehicles and their contents used to provide services pursuant to this Agreement at any 940 reasonable time while operating inside or outside the City without advance notice to the 941 Contractor.
942 5.5 Facilities.
943 5.5.1 Disposal Facility. Except as provided in Section 5.5.4, all Garbage 944 Collected as a result of performing Garbage Collection Service must be 945 transported to, and Disposed of at, the Disposal Facility listed in Exhibit 8. Failure 946 to comply with this provision may result in assessment of Administrative Charges 947 and Penalties as specified in Exhibit 5 and may result in Contractor being in default 948 under this Agreement, subject to written notice and cure periods as set forth in 949 Article 30 of this Agreement.

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950 5.5.2 Materials Recovery Facility. Except as provided in Section 5.5.4, all 951 Recyclable Materials Collected as a result of performing Recyclable Materials 952 Collection Service must be delivered to the Materials Recovery Facility listed in 953 Exhibit 8. Failure to comply with this provision may result in assessment of 954 Administrative Charges and Penalties as specified in Exhibit 5 and may result in 955 Contractor being in default under this Agreement, subject to written notice and cure 956 periods as set forth in Article 30 of this Agreement. 957 5.5.3 Organic Waste Processing Facility. Except as provided in Section 5.5.4, 958 all Organic Waste Collected as a result of performing Organic Waste Collection 959 Service must be delivered to the Organic Waste Processing Facility listed in Exhibit 960 8. Failure to comply with this provision may result in assessment of Administrative 961 Charges and Penalties as specified in Exhibit 5 and may result in Contractor being 962 in default under this Agreement, subject to written notice and cure periods as set 963 forth in Article 30 of this Agreement.
964 5.5.4 Prior Agreement for Disposal and Organics Processing. Contractor 965 acknowledges that the City may contract for Disposal of Garbage and Processing 966 of Organic Waste with the Yolo County Central Landfill. Contractor agrees to 967 deliver Garbage and/or Organic Waste to the Yolo County Central Landfill facility 968 as set forth in future agreements between the City and Yolo County. In the event 969 that Yolo County increases Disposal or Processing fees between the City and Yolo 970 County based on a “Material Change in Law or other extraordinary event”, 971 Contractor may request to meet and confer with City to determine if additional 972 compensation should be provided to Contractor to recover any such increases in 973 Disposal and Processing fees per Section 6.4.
974 5.5.5 Alternative Facilities. City may direct Contractor to transport Garbage 975 and/or Organic Waste to an alternative facility. To the best of its ability, the 976 Agreement Administrator shall provide Contractor at least thirty (30) days’ notice 977 of direction to alternative facility. Contractor shall be compensated for any added 978 transport costs, and Facility fees (inclusive of but limited to tipping and import fees) 979 to the extent Contractor is required to pay them.
980 5.5.5.1 Alternatively, Contractor may request City approval to transport 981 Recyclable Materials to an alternative facility for a limited term. City shall 982 not unreasonably withhold approval of use of such facilities for limited use, 983 such as during facility construction or other limited-term inability to utilize 984 the Materials Recovery Facility. Contractor shall not be compensated for 985 any added transport costs or Facility fees as a result of the use of this 986 alternative facility.

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987 5.5.5.2 In the event the Disposal Facility, Materials Recovery Facility, or 988 Organic Waste Processing Facility is closed on a Workday, the Contractor 989 shall transport and deliver the Garbage, Recyclable Materials and/or 990 Organic Waste to such other legally permitted facility as is approved by City. 991 5.6 Changes to Services – Recyclable Materials and Organic Waste. 992 5.6.1 Recyclable Materials - Changes to Services. Should changes in 993 Applicable Law arise that necessitate any additions or deletions to the Recyclable 994 Materials Collection Services described in this Agreement, including the type of 995 items included as Recyclable Materials, the parties will negotiate any necessary 996 cost changes and will enter into an Agreement amendment covering such 997 modifications to the services to be performed and the compensation to be paid in 998 accordance with Section 28.2 before undertaking any changes or revisions to such 999 services.
1000 5.6.2 Organic Waste - Changes to Services. Should changes in Applicable 1001 Law arise that necessitate any additions or deletions to the Organic Waste 1002 Collection Services described in this Agreement, including the type of items 1003 included as Organic Waste, the parties will negotiate any necessary cost changes 1004 and will enter into an Agreement amendment covering such modifications to the 1005 services to be performed and the compensation to be paid in accordance with 1006 Section 28.2 before undertaking any changes or revisions to such services. 1007 5.7 Commingling of Materials.
1008 5.7.1 Contractor shall not at any time commingle any Solid Waste Collected 1009 pursuant to this Agreement with any other material collected by Contractor outside 1010 of the City without the express prior written authorization of the Agreement 1011 Administrator. Such approval by the City will not be unreasonably withheld. 1012 5.7.2 The City would like to minimize the commingling of material streams 1013 between Service Unit types to support accurate tracking and reporting. As may be 1014 operationally necessary, Contractor may commingle in the Collection Vehicles 1015 SFD, MFD, Commercial and City Facility materials Collected pursuant to this 1016 Agreement with the same type of materials Collected by Contractor from any place 1017 inside the City, only if Contractor can provide accurate and complete data, and 1018 audited records of the types and amounts of materials Collected. Garbage, 1019 Recyclable Materials, and Organic Waste Collected in the City shall be allocated 1020 by Contractor according to Service Unit type based on volume or tonnage using a 1021 method approved by the City. Changes to the allocation methodology may only be 1022 made with the express prior written authorization of the Agreement Administrator.

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1023 5.7.3 Garbage. Subject to Section 5.12, Contractor may not at any time 1024 commingle Garbage with separated Organic Waste or with separated Recyclable 1025 Materials Collected pursuant to this Agreement without the express prior written 1026 authorization of the Agreement Administrator. Such approval by the City will not be 1027 unreasonably withheld.
1028 5.7.4 Recyclable Materials. Subject to Section 5.12, Contractor may not at any 1029 time commingle Recyclable Materials Collected pursuant to this Agreement with 1030 any other material type Collected by Contractor without the express prior written 1031 authorization of the Agreement Administrator. Such approval by the City will not be 1032 unreasonably withheld.
1033 5.7.5 Organic Waste. Subject to Section 5.12, Contractor may not at any time 1034 commingle Organic Waste Collected pursuant to this Agreement with any other 1035 material type Collected by Contractor, without the express prior written 1036 authorization of the Agreement Administrator. Such approval by the City will not be 1037 unreasonably withheld.
1038 5.8 Collection Containers.
1039 5.8.1 Ownership of Collection Containers. Ownership of Collection Containers 1040 is vested in the Contractor.
1041 5.8.2 New Containers. At the start of this Agreement, Contractor must supply 1042 new Carts and newly painted Bins and Roll-off Containers in good condition that 1043 comply with Collection Container specifications in Exhibit 4. If any changes to 1044 these specifications are adopted after the Commencement Date that results in 1045 Contractor being required to replace Collection Containers before they have been 1046 fully depreciated, Contractor will be eligible for additional compensation in 1047 accordance with Section 28.2.
1048 5.8.3 Purchase and Distribution of Collection Containers for New Service 1049 Units. Contractor must distribute new or newly painted Collection Containers as 1050 specified in Exhibit 4 to new Service Units that are added to Contractor’s Service 1051 Area during the Term of this Agreement. The size and mix of the Collection 1052 Containers will be in accordance with the specifications as set forth in this 1053 Agreement and the distribution must be completed within five (5) Workdays of 1054 receipt of the request for service.
1055 5.8.4 Replacement of Contractor-Damaged or Lost Collection Containers. 1056 Contractor’s employees must take care to prevent damage to or loss of Collection 1057 Containers by unnecessary rough treatment. Any Container damaged or lost by 1058 the Contractor must be replaced by Contractor, at Contractor's expense, within five GreenWaste Recovery, LLC
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1059 (5) Workdays at no cost or inconvenience to the Service Recipient. Contractor 1060 must maintain records documenting all Container replacements occurring monthly. 1061 5.8.5 Replacement of Lost or Destroyed Containers at No Fault of Contractor. 1062 Upon notification to Contractor by City or a Service Recipient that the Service 1063 Recipient’s Container(s) has been stolen or damaged beyond repair through no 1064 fault of Contractor, Contractor must deliver a replacement Container(s) to such 1065 Service Recipient within five (5) Workdays. Contractor must maintain records 1066 documenting all Container replacements occurring monthly. 1067 5.8.5.1 Each Service Recipient is entitled to the replacement of two (2) 1068 lost, destroyed, or stolen Containers every ten (10) years during the Term 1069 of this Agreement at no cost to the Service Recipient. Except in the case of 1070 a Container that must be replaced because of damage caused by 1071 Contractor or in the case where Contractor elects to replace a Container 1072 rather than repair it on-site, Contractor will be compensated for the cost of 1073 those replacements in excess of two (2) total Containers per Service 1074 Recipient during the aforementioned 10-year period within the Term of the 1075 Agreement, in accordance with the “Cart Exchange” or “Bin Exchange”, as 1076 appropriate, Maximum Service Rate set forth in Exhibit 1, or as may be 1077 adjusted by the City from time to time as provided under this Agreement. 1078 Contractor must deliver a replacement Collection Container to such Service 1079 Unit within five (5) Workdays. Contractor shall work collaboratively with the 1080 City to resolve issues related to theft of Containers and shall not repeatedly 1081 charge a Service Recipient for replacement Containers in circumstances 1082 where the service recipient can demonstrate that repeated recurrences of 1083 theft are not caused by an act or omission by the Service Recipient. In such 1084 instances of theft, the City and Contractor acknowledge that a unique and 1085 collaborative approach is required for long-term resolution. 1086 5.8.6 Repair of Garbage, Recyclable Materials, and Organic Waste 1087 Containers. Contractor is responsible for the repair of Containers, including, but 1088 not limited to, hinged lids, lock bars, wheels, and axles. Within five (5) Workdays 1089 of notification by the City or a Service Recipient of the need for such repairs, 1090 Contractor must repair the Container or, if necessary, remove the Container for 1091 repairs and deliver a replacement Container to the Service Recipient. Collection 1092 Container repair also includes the removal of graffiti from the Collection Container, 1093 and fresh paint on extremely worn Containers (as applicable). 1094 5.8.7 Collection Container Exchange. Upon notification to Contractor by City 1095 or a Service Recipient that a change in the size of a Container is requested, for 1096 reasons beyond those outlined in Sections 5.8.4 and 5.8.5, Contractor must deliver 1097 such Container to such Service Recipient within five (5) Workdays. Each Service GreenWaste Recovery, LLC
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1098 Unit is eligible to receive one (1) free Container exchange per Calendar Year during 1099 the Term of this Agreement for moving to a larger Garbage, Recyclable Materials, 1100 or Organic Waste Cart size. Each Service Unit is eligible to receive unlimited 1101 Container exchanges per Calendar Year during the Term of this Agreement for 1102 moving to a smaller Garbage Container size. Each Service Unit is eligible to 1103 receive one (1) free Container exchange per Calendar Year during the Term of this 1104 Agreement for moving to a smaller Recyclable Materials or Organic Waste 1105 Container size. Accordingly, Contractor will be compensated only for the cost of 1106 those exchanges in excess of one (1) per Calendar Year for those Service Units 1107 receiving larger Container sizes, in accordance with the “Cart Exchange” or “Bin 1108 Exchange”, as appropriate, service rate as set forth in Exhibit 1 or as may be 1109 adjusted this Agreement.
1110 5.8.8 Additional Container Request. Upon notification to the Contractor by City 1111 or a Service Recipient that additional Containers for Garbage, Recyclable 1112 Materials, or Organic Waste are requested, Contractor shall deliver such 1113 Containers to such Service Recipient within five (5) Workdays, at the rate set forth 1114 in Exhibit 1.
1115 5.8.9 Locking Containers. Contractor shall provide lockable Carts and Bins as 1116 requested by Service Recipient at the Maximum Service Rate listed in Exhibit 1. 1117 Locking Bins shall be constructed of auto-bar-lock systems that allow for automatic 1118 lock release upon service and automatically return the bar to a locked position after 1119 service.
1120 5.9 New Customer Start. Contractor shall commence service to a new Service 1121 Recipient within five (5) Workdays from receiving required new start up information and/or 1122 paperwork from the requesting Service Recipient.
1123 5.10 SB 1383 Mandatory Service. Contractor shall provide Recyclable Materials 1124 Collection Service and Organic Materials Collection service to all of its Customers within 1125 City who are subscribed to and pay for Solid Waste Collection service, unless (i) the 1126 Customer is categorically exempted under City’s Municipal Code from the requirement to 1127 subscribe for Organic Materials Collection service, (ii) the Customer qualifies for and is 1128 granted a State- or City-issued waiver (including De Minimis Waivers or Physical Space 1129 Waivers), or (iii) the Customer has Recyclable Materials or Organic Materials Collection 1130 service via a City-approved permit holder for non-exclusive services. Contractor will work 1131 with Customers to appropriately size Collection Containers such that source-separation 1132 of all materials is possible without any overflow of material, and if any disputes arise or 1133 Overages occur, the City will make the final determination on proper Container size. 1134 Requirements according to Service Unit type are detailed in Article 9, Article 10, and 1135 Article 11.

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1136 5.11 Non-Collection. Except as set forth in Sections 5.12.6 (Overage Correction 1137 Procedures), 9.2.1 (Extra Cardboard), 9.2.2 (Dry Cell Battery), 9.3.2 (Holiday Tree 1138 Collection), 9.3.4 (Bagged Leaf Waste), 9.4 (SFD Clean Up Collection Service), and 9.5 1139 (On-Call HHW), Contractor shall not be required to Collect curbside any Garbage, 1140 Recyclable Material, or Organic Waste that is not placed in a Container. Further, 1141 Contractor may be unable to Collect Solid Waste in circumstances where the Containers 1142 are not operationally serviceable (e.g., construction on road prevents access to 1143 Containers, or a large branch placed in a Container could risk damage to Collection 1144 equipment) or the Service Recipient has not prepared the Containers for Collection (e.g., 1145 SFD Service Recipient with standard curbside service has not pulled Carts to curb for 1146 service, or Service Recipient has blocked their Containers with vehicles). For every event 1147 of non-collection, when operationally feasible, Contractor shall affix a Non-Collection 1148 Notice, documenting the date of Solid Waste non-collection and the reason for non1149 collection. In addition, for every event of non-collection the Contractor shall provide the 1150 following information in a written notice via email, text, U.S. mail, or in person to the 1151 Service Recipient: the date of the Solid Waste Non-Collection and the reason for Non1152 Collection. Contractor’s Non-Collection Notice for Service Recipients shall also contain 1153 instructions, as applicable, on (a) how to prepare Containers for Collection, (b) how to 1154 schedule a Bulky Waste Collection and, if relevant, (c) how to request an additional 1155 Collection Container, as well as a QR code or website url that links to a website with all 1156 Disposal programs offered by the City. If non-collection occurs for some unforeseeable 1157 circumstance not listed above that the Contractor encounters and is impeded by, 1158 Contractor shall provide the same written notice as described in this Section. 1159 5.12 Contamination and Overage.
1160 5.12.1 Approach to Contamination and Overage. The Contractor and City shall 1161 work in good faith to develop reasonable means of measuring Contamination and 1162 Overage. The program shall be implemented in such a fashion as to properly 1163 provide a feedback loop to drive behavior change amongst Service Recipients, 1164 and to help the City achieve Diversion goals. The Contamination and Overage 1165 program shall not be punitive and shall only be used to the extent that it improves 1166 Diversion, supports Customer sorting behavior, and facilitates safe and effective 1167 operations. Human intervention shall be a critical and consistent component of the 1168 program, and at no time shall the program be strictly technologically automated. 1169 5.12.2 Grace Period.
1170 5.12.2.1 New Agreement Grace Period. For a period of nine (9) months 1171 after the Commencement Date, an educational phase of the Contamination 1172 and Overage program will be in effect. Contractor will send educational 1173 material informing Service Recipients about proper Contamination and 1174 Overage procedures. For at minimum the first three months of the grace GreenWaste Recovery, LLC
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1175 period, until at least September 30, 2027, Contractor will conduct 1176 monitoring of Contamination and Overage occurrences without providing 1177 the Service Recipient with any notification of such occurrences. The 1178 Contractor will submit to the City a list of these Contamination or Overage 1179 occurrences, including photographs and supporting information regarding 1180 the rationale for the Contamination or Overage occurrence. The City and 1181 Contractor will discuss the documentation to ensure the parties are aligned 1182 on qualifying Contamination and Overage events. As of October 1, 2027 at 1183 the earliest or otherwise until the City and Contractor have mutually agreed 1184 on qualifying events, Contractor may begin issuing courtesy notices in 1185 accordance with Section 5.12.5.1. Contractor shall document and record 1186 all occurrences of Contamination and Overages throughout the term of the 1187 grace period in accordance with 5.12.4.
1188 5.12.2.2 New Service Recipient Grace Period. All new Service Recipients 1189 will be provided with a six (6) month grace period where education collateral 1190 and technical assistance, as described in Exhibit 10, are offered in response 1191 to observed instances of Contamination during the designated grace period, 1192 including the issuing of courtesy notices in accordance with Section 1193 5.12.5.1. Contractor shall document and record all occurrences of 1194 Contamination and Overages throughout the term of the grace period in 1195 accordance with 5.12.4. A Service Recipient shall be considered new if they 1196 have started an account with the Contractor four (4) months or more after 1197 the Commencement Date.
1198 5.12.3 Quality Control and Opportunity to Pause Program. City and Contractor 1199 will coordinate to identify the proper quality control to reach the appropriate level 1200 of Contamination or Overage during the 3-month (minimum) monitoring period 1201 described in Section 5.12.2.1. On an ongoing basis, and in accordance with 1202 reporting requirements detailed in Sections 23.4.2.7 and 23.4.2.8, Contractor shall 1203 provide City with sufficient documentation to assure agreed-upon quality control 1204 standards. Should the City, at any point during the Term of the Agreement, 1205 determine that the Contractor is improperly implementing this 5.12 or determines 1206 that implementation of this Section 5.12 is resulting in unrealistic, unfair, or 1207 unmanageable treatment of Service Recipients, the City, at the City’s sole 1208 discretion, may pause any or all components of Section 5.12 until the parties can 1209 agree on an improved approach to Contamination and Overages. There shall be 1210 no time limitation placed on such program pause, and program shall not restart 1211 without City’s explicit approval. In the event of such City directed program pause, 1212 Contractor shall not be subjected to the related provisions of Section 20.6. Section 1213 20.6.2.1 shall remain in effect for all programs, excluding the Contamination and 1214 Overage Program, and program enhancements per Section 20.6.2.2 shall be GreenWaste Recovery, LLC
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1215 considered to the extent they function exclusive of the Contamination and Overage 1216 program.
1217 5.12.4 Tracking Occurrences of Contamination and Overage. Regarding the 1218 entire Section 5.12, an occurrence is defined as an individual event of 1219 Contamination or Overage in an individual Container in one (1) day. For example, 1220 if a Recyclable Materials Container and an Organic Waste Container from one 1221 Service Recipient are both contaminated on the same Collection Service day, each 1222 Container would be assessed its first occurrence of Contamination. A second 1223 occurrence would not be assessed until the second incidence of Contamination or 1224 Overage upon the same waste stream on a subsequent Collection Service day. 1225 Contractor shall maintain ongoing tracking and documentation of occurrences 1226 throughout each Agreement Year, whether those occurrences are courtesies or 1227 enforceable.
1228 5.12.4.1 Service Recipient Applicability. Tracked occurrences are only 1229 associated with the current Service Recipient at the applicable Service Unit. 1230 Should ownership of the Service Unit or the account held with the 1231 Contractor change, the tracking of occurrences shall restart. 1232 5.12.5 Recyclable Materials and Organic Waste Contamination Procedures. 1233 Contractor must offer the Service Recipients the correct combination of Cart and 1234 Bin sizes and Collection frequency beyond the minimum Mandatory Service 1235 requirements, as necessary, that matches their unique service needs to reduce 1236 Contamination of Recyclable Materials and Organic Waste, and to provide service 1237 at the least cost to Service Recipient. To support City’s Diversion goals and 1238 Contractor’s Diversion Requirements as set forth in Article 20, Contractor is only 1239 required to Collect and process Recyclable Materials if they have been Source 1240 Separated by the Service Recipient from Garbage and Organic Waste and will only 1241 be required to Collect Organic Waste if it has been Source Separated by the 1242 Service Recipient from Garbage and Recyclable Materials. 1243 Contractor shall actively work with the Materials Recovery Facility and the Organic 1244 Waste Processing Facility throughout the Term of this Agreement to ensure that 1245 Contamination of the Recyclable Materials and Organic Waste Collected under this 1246 Agreement and delivered to the respective facilities remains below the limits 1247 established by Applicable Law including, without limitation, applicable regulations 1248 or regulatory guidance issued pursuant to SB 1383. Contractor shall utilize this 1249 information to drive the implementation of this Section 5.12.5. 1250 As part of Contractor’s services under Article 21, Contractor has agreed to provide 1251 outreach and support to Service Recipients as described in the Contractor’s 1252 Sustainability and Compliance Plan provided as Exhibit 9, Education and Outreach GreenWaste Recovery, LLC
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1253 Plan provided as Exhibit 10, and Contamination Reduction Plan provided as 1254 Exhibit 11. For purposes of determining if Recyclable Materials or Organic Waste 1255 are deemed to be contaminated, if, by visual or digital inspection, Recyclable 1256 Materials are commingled with ten percent (10%) by weight or volume of Garbage 1257 or Organic Waste, or if, by visual inspection, Organic Waste is commingled with 1258 five percent (5%) by volume of Garbage or Recyclable Materials, then Recyclable 1259 Materials and/or Organic Waste will be deemed to be contaminated and Contractor 1260 may take the steps outlined in Sections 5.12.5.1 through 5.12.5.4 and Section 1261 5.12.7. City and Contractor shall periodically confirm accurate measurement of 1262 Contamination thresholds. Contractor understands that the intent of the 1263 measurement thresholds is to ensure Collected Recyclable Materials and Organic 1264 Waste can effectively be Processed and repurposed, and therefore Contractor will 1265 place focus of Contamination program on Contaminated Recyclable Materials and 1266 Organic Waste that could impact the City’s Diversion rate, such as liquids and Food 1267 Waste in the Recyclable Materials Container, and plastics and glass in the Organic 1268 Waste Container. If a Service Recipient’s ongoing Contamination issue is related 1269 to bagged or otherwise lined Recyclable Material or Organic Waste, Contractor 1270 must provide specialized education in accordance with Section 21.5.2 and Exhibit 1271 11.
1272 The following provisions will apply to all Commercial, MFD, and SFD Service 1273 Recipients.
1274 5.12.5.1 Courtesy Noticing – Grace Period, First Occurrence After Grace 1275 Period, and First Occurrence in each Calendar Year. For 1) all instances of 1276 Contamination during the grace period, per Section 5.12.2, 2) the first 1277 occurrence of Contamination for both the Recyclable Materials Container 1278 and the Organic Waste Container following the conclusion of the 6- or 9- 1279 month grace period, as applicable, and 3) the first occurrence of 1280 Contamination for both the Recyclable Materials Container and the Organic 1281 Waste Container in each given Calendar Year, Contractor must perform the 1282 following tasks:
1283  Collect the contaminated Container (as Recyclable Materials, 1284 Organic Waste, or Garbage, as appropriate based on amount and 1285 type of Contamination). Per Article 34, Contractor is not required 1286 to Collect or Dispose of Exempt Waste;
1287  Affix to the contaminated Container a Contamination Corrective 1288 Action Notice which contains instructions on the proper 1289 procedures for sorting Recyclable Materials or Organic Waste; 1290  Notify the Service Recipient by phone, U.S. mail, email, or in 1291 person (which may be a Container tag that meets SB 1383 GreenWaste Recovery, LLC
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1292 requirements), that for subsequent incidents of excess 1293 Contamination, the Service Recipient may be charged a 1294 Contamination fee for the contaminated Container, and 1295 Contractor may increase the Collection Container size, or require 1296 an additional Collection Container;
1297 » This messaging shall be consistent with the status 1298 of the program, such that messaging during the
1299 grace period shall note that charges will not be
1300 applicable until the end of the grace period.
1301  Contact the Service Recipient by phone, U.S. mail, email, or in 1302 person to ensure that they have the appropriate level of service 1303 for proper Collection of Recyclable Materials and/or Organic 1304 Waste, and;
1305  Document the Contamination issue and provide digital/visual 1306 documentation to the Service Recipient that clearly documents 1307 the Service Recipient’s on-going Contamination problems. 1308  Note: Given that some Service Recipients may experience an 1309 excess of occurrences during the grace period, the process 1310 described in this Section 5.12.5.1 may be streamlined or 1311 otherwise modified, as mutually agreed by City and Contractor, 1312 in cases where the Service Recipient has had over six (6) 1313 Contamination issues during the grace period. This may mean 1314 altered communications or an altered cadence of
1315 communications to maximize Contractor resources.
1316  At the conclusion of the grace period, all Service Recipients who 1317 achieved zero (0) instances of Contamination during the six (6) 1318 or nine (9) month period will be sent congratulatory educational 1319 materials, commending them on their proper sorting. 1320 5.12.5.2 Noticing with Fee - Second and Subsequent Occurrences. For 1321 the second qualifying occurrence of Contamination (after conclusion of the 1322 grace period per Section 5.12.2) for a particular Container (i.e., Recyclable 1323 Materials or Organic Waste), and for subsequent occurrences beyond the 1324 second occurrence of Contamination for a particular Container (i.e., 1325 Recyclable Materials or Organic Waste) in each Calendar Year, Contractor 1326 must Collect the contaminated Container (as Recyclable Materials, Organic 1327 Waste, or Garbage, as appropriate) and may charge the Service Recipient 1328 a Contamination fee as set forth in Exhibit 1. Contractor must continue 1329 providing the Recyclable Materials or Organic Waste Collection Services. 1330 Contractor must provide (or have provided) digital/photographic 1331 documentation to the Service Recipient that clearly documents the Service GreenWaste Recovery, LLC
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1332 Recipient’s on-going Contamination problems and written Notices of 1333 Contamination as described above. Contractor will be cooperative in 1334 helping Service Recipients understand why the charge was assessed and 1335 will be solution-oriented in regard to the specific issue. 1336 5.12.5.3 Second Contamination Fee Occurrence Outreach. For the 1337 second occurrence of a charge, Contractor shall call the Service Recipient 1338 to confirm the Service Recipient is aware of the Contamination issue and 1339 attempt to understand why the repeated Contamination is occurring (such 1340 as due to improper service subscription, not understanding the 1341 requirements, language barrier, etc.). Contractor shall make an in-person 1342 site visit available to the Service Recipient as appropriate. For Service 1343 Recipients receiving the low-income discount, Contractor shall make 1344 concerted efforts to support the Service Recipient in avoiding incurring 1345 continual fees for Contamination.
1346 5.12.5.4 Habitual Contamination. For the sixth or subsequent occurrence 1347 of Contamination within a six (6) month period for a particular Container, 1348 see Section 5.12.7.
1349 5.12.6 Overage Correction Procedures. Contractor shall provide Service 1350 Recipients with the correct combination of Collection Containers and Collection 1351 frequency that matches each Service Recipient’s unique service needs to enable 1352 clean, efficient, and cost-effective Collection of Garbage, Recyclable Materials, 1353 and Organic Waste. City and Contractor agree that overflow of Solid Waste that is 1354 not properly contained in the Service Recipient’s Collection Containers negatively 1355 impacts public health and safety. Contractor has also agreed to conduct Solid 1356 Waste audits and provide outreach and support to Service Recipient accounts to 1357 receive the correct service level. However, if Service Recipients are found to 1358 habitually overflow their Collection Containers (i.e., lid will not close, and/or 1359 material not contained within Container), Contractor may take the steps listed 1360 below to correct Service Recipient’s on-going overflow of Solid Waste. 1361 5.12.6.1 Not Operationally Serviceable. For each occurrence that 1362 Contractor cannot Collect the Solid Waste Overage because the Collection 1363 Container could not be serviced by normal operating procedures or would 1364 cause spillage upon servicing, Contractor must provide a Non-Collection 1365 Notice. Contractor’s Non-Collection Notice shall also contain instructions on 1366 (a) how to remove material to allow Solid Waste to be properly containerized 1367 for Collection, (b) how to schedule a Bulky Waste Collection, or (c) how to 1368 request an additional Collection Container to eliminate future Overages. For 1369 each occurrence Contractor does not Collect an Overage due to it being not 1370 operationally serviceable, Contractor will document the physical condition GreenWaste Recovery, LLC
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1371 of the Collection Container and associated Overage with one or more 1372 photographs and retain this documentation for the period of at least one 1373 year.
1374 5.12.6.2 Prior Arrangements for Collection. If the Service Recipient has 1375 made prior arrangements with Contractor for Collection of Solid Waste 1376 Overages, Contractor must Collect such Overages as arranged and may 1377 charge the Service Recipient the Solid Waste Overage fee (prior 1378 arrangement) set forth in Exhibit 1.
1379 5.12.6.3 No Prior Arrangements. If the Service Recipient has not made 1380 prior arrangements with Contractor for Collection of Solid Waste Overage, 1381 Contractor may take the following steps as outlined in this Section 5.12.6.3 1382 and in Section 5.12.7.
1383  Courtesy Noticing - Grace Period and First Occurrence After 1384 Grace Period. and First Occurrence in each Calendar Year. For 1) all 1385 instances of Overage during the grace period, per Section 5.12.2, 2) 1386 the first occurrence of an Overage for both the Recyclable Materials 1387 Container and the Organic Waste Container following the conclusion 1388 of the 6- or 9-month grace period, as applicable, and 3) the first 1389 occurrence of Overage n for both the Recyclable Materials Container 1390 and the Organic Waste Container in each given Calendar Year, (i) 1391 Contractor may Collect such Solid Waste Overage at no additional 1392 charge as a courtesy and must affix to the Container with an Overage 1393 a Corrective Action Notice to inform the Service Recipient of such 1394 Collection and applicable containerizing requirements to prevent 1395 future Overage charges, or (ii) Contractor may not Collect the Solid 1396 Waste Overage and leave a Non-Collection Notice explaining the 1397 reason for non-collection of the Solid Waste Overage. Further, 1398 Contractor must notify the Service Recipient by phone, U.S. mail, 1399 email, or in person that subsequent incidents of Overage, the 1400 Service Recipient may be charged an Overage fee for the overflow, 1401 and Contractor may increase the Collection Container size, or 1402 require an additional Collection Container.
1403 » This messaging shall be consistent with the status 1404 of the program, such that messaging during the
1405 grace period shall note that charges will not be
1406 applicable until the end of the grace period.
1407  Noticing with Fee - Second and Subsequent Occurrences. For 1408 the second qualifying occurrence of an Overage (following the 1409 conclusion of the grace period per Section 5.12.2) for a particular GreenWaste Recovery, LLC
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1410 Container (i.e., Recyclable Materials or Organic Waste) and for 1411 subsequent occurrences beyond the second occurrence of Overage 1412 for a particular Container (i.e., Recyclable Materials or Organic 1413 Waste) in each Calendar Year, (i) Contractor may not Collect the 1414 Solid Waste Overage and leave a Non-Collection Notice explaining 1415 the reason for non-collection of the Solid Waste Overage, or (ii) 1416 Contractor may Collect the Solid Waste Overage (up to two lifts) and 1417 charge the Service Recipient the Solid Waste Overage fee (no prior 1418 arrangement) set forth in Exhibit 1.
1419 5.12.7 Service Increase Due to Six or More Contamination or Overage events 1420 in a six (6) month period. If there have been six (6) or more instances of 1421 Contamination or Overage for a particular material stream (i.e., Garbage, 1422 Recyclable Materials, or Organic Waste) during a six (6) month period, Contractor 1423 may increase the Service Recipient’s service level (i.e., via a larger Container or 1424 more frequent service) for such material stream to mitigate the Contamination or 1425 Overage and may increase the charges to such Customer according to the 1426 increased service level pursuant to the Maximum Service Rates in Exhibit 1. 1427 Service Recipient may have the opportunity to return to their prior service level 1428 after a minimum of six (6) months, only if the Service Recipient can present 1429 sufficient evidence that waste generation has reduced and/or proper sorting 1430 behavior has improved. Service level increases related to ongoing instances of 1431 Contamination will only be considered (per Section 5.12.7.1) if there is evidence 1432 proving that a particular material stream is being Contaminated as a result of an 1433 inadequate service level associated with one of the Service Recipient’s material 1434 streams (e.g., Recyclable Materials Container is consistently filled with Garbage 1435 due to an inadequate volume or frequency of Garbage Collection Service). 1436 5.12.7.1 Prior to such increases in service level, Contractor will provide a 1437 list of such Service Recipients to the City, and the City may request (within 1438 7 days) Contractor to validate that the conditions for increasing service 1439 levels have been met. Contractor will also send written notice to the Service 1440 Recipient regarding service level increases under this Section. No 1441 increases in service level shall take effect without City approval of said 1442 increase as applicable to the specific Service Unit. 1443 5.12.7.2 Should a Commercial Service Recipient already be subscribed to 1444 the highest available service level, City and Contractor shall meet and 1445 confer to determine service approach. All increases of service level with a 1446 Commercial Service Recipient will involve a discussion between the Service 1447 Recipient and a Contractor representative to determine the appropriate 1448 service level increase (i.e., via a larger Container and/or more frequent 1449 service).

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1450 5.12.7.3 Should a Residential Service Recipient be subscribed to the 1451 maximum Cart volume, a second container of the smallest size shall be 1452 provided to increase the subscription volume.
1453 5.12.8 Disputes Over Container Contamination and/or Overage Charges. If a 1454 Service Recipient disputes a Solid Waste Contamination and/or Overage charge 1455 or Container size or Collection frequency change within 30 days of the disputed 1456 action, and such dispute is potentially legitimate and cannot be amenably resolved 1457 between the Service Recipients and the Contractor, Contractor must temporarily 1458 halt Solid Waste Overage charge and/or increased Maximum Service Rate 1459 resulting from increasing the Collection Container size or Collection frequency, and 1460 Contractor may request a ruling by the Agreement Administrator to resolve the 1461 dispute. During the pendency of any request, Contractor may restore Container 1462 size or number, or Collection frequency, to the prior levels. A request by Contractor 1463 to the Agreement Administrator to rule on any such dispute must be filed within ten 1464 (10) Business Days of Contractor’s halting of Solid Waste Overage charge, or 1465 increased subscription volume and associated Maximum Service Rate, and must 1466 include written documentation and digital/visual evidence of ongoing overall 1467 problems. The Agreement Administrator may request a meeting (in person or 1468 phone) with both the Service Recipient and Contractor to resolve the dispute. 1469 Following such a meeting, the Agreement Administrator will rule on the dispute 1470 within ten (10) Business Days, and the Agreement Administrator’s decision on 1471 resolving the dispute between Contractor and Service Recipient will be final. If the 1472 Agreement Administrator rules in favor of the Service Recipient, Contractor must 1473 credit the disputed charge or increased Maximum Service Rate. If the Agreement 1474 Administrator rules in favor of Contractor, Contractor may charge Service Recipient 1475 the prior halted Solid Waste Overage charge and/or increased Maximum Service 1476 Rate resulting from increasing the Collection Container size or Collection 1477 frequency and may follow the steps in Section 7.8 for collection of delinquent 1478 accounts.
1479 5.13 Ownership of Materials. Except as provided otherwise under Applicable Law, title 1480 of Solid Waste will pass to Contractor at such time as said materials are set out for 1481 Collection in Contractor’s Containers.
1482 5.14 Spillage and Litter. Contractor may not litter Premises in the process of providing 1483 Collection Services or while its vehicles are on the road. Contractor must transport all 1484 materials Collected under the terms of this Agreement in such a manner as to prevent the 1485 spilling or blowing of such materials from Contractor's vehicles. Contractor must exercise 1486 all reasonable care and diligence in providing Collection Services so as to prevent spilling 1487 or dropping of Solid Waste, and must immediately, at the time of occurrence, clean up 1488 such spilled or dropped Solid Waste.

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1489 5.14.1 Contractor is not responsible for cleaning up sanitary conditions caused 1490 by the carelessness of the Service Recipient; however, Contractor must clean up 1491 any material or residue that is spilled or scattered by Contractor or its employees, 1492 or from Overage.
1493 5.14.2 Equipment oil, hydraulic fluids, spilled paint, or any other liquid or debris 1494 resulting from Contractor’s operations or equipment repair must be covered 1495 immediately with an absorptive material and removed from the street surface and 1496 the City’s storm drain system. Contractor must document spillage and notify City’s 1497 stormwater compliance coordinator within ninety (90) minutes of any spills 1498 resulting from Contractor’s operations or equipment. When necessary, Contractor 1499 must apply a suitable cleaning agent and cleaning technique to the street surface 1500 to provide adequate cleaning as approved by the City’s stormwater compliance 1501 coordinator to be compliant with the City’s stormwater permit. 1502 5.14.3 The above paragraphs notwithstanding, Contractor must clean up any 1503 spillage or litter caused by Contractor within ninety (90) minutes upon notice from 1504 the City. If City deems necessary, Contractor must engage a third-party 1505 environmental clean-up specialist to remove any equipment oil, hydraulic fluids, or 1506 any other liquid or debris that remains on street after Contractor’s own clean-up 1507 efforts. If clean-up is not conducted to the satisfaction of City, City has the right to 1508 engage an environmental clean-up specialist to perform additional clean-up work 1509 at the expense of Contractor. In the event of Contractor’s spill or release of a 1510 Hazardous Substance, Contractor is responsible for promptly notifying any federal, 1511 State, County, or local governmental agency having jurisdiction over same as may 1512 be required under federal, State, County or local law or regulation. 1513 5.14.4 In the event where damage to City streets is caused by a hydraulic fluid 1514 spill (i.e., any physical damage more than a simple cosmetic stain caused by the 1515 spill), Contractor shall be responsible for all repairs to return the street to the same 1516 condition as that prior to the spill. Contractor shall be responsible for all clean-up 1517 activities related to the spill. Repairs and clean-up shall be performed in a manner 1518 satisfactory to the City and at no cost to the City. 1519 5.14.5 To facilitate immediate and effective spill containment and clean-up, 1520 Contractor shall ensure that all vehicles and equipment are equipped with a fully 1521 stocked spill kit at all times. Spill kits shall include absorbent materials adequate 1522 for the type and volume of substances stored, used, or transported; a broom; a 1523 shovel; hazardous-waste disposal bags, and appropriate storm drain inlet 1524 protection (such as absorbent socks, drain covers, or equivalent BMPs). 1525 Contractors must maintain these supplies in good condition and readily accessible 1526 to personnel to ensure rapid deployment.

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1527 5.15 Notification of Accidents. Contractor shall notify Agreement Administrator of any 1528 accidents occurring within the Service Area that involve Contractor’s vehicles, employees, 1529 or equipment that result in any personal injury or property damage. Such notification shall 1530 be made within twenty-four (24) hours of occurrence to Agreement Administrator via both 1531 (a) email and (b) either an in-person visit or a telephone call. If Contractor is unable to 1532 reach Agreement Administrator in person or via telephone, a voicemail is an acceptable 1533 alternative.
1534 5.16 Regulations and Record Keeping. Contractor must comply with emergency 1535 notification procedures required by Applicable Laws and regulatory requirements. All 1536 records required by regulations must be maintained at Contractor’s offices. These records 1537 must include but are not limited to waste manifests, waste inventories, waste 1538 characterization records, inspection records, incident reports, and training records. 1539 Additional recordkeeping requirements are detailed in Article 23. 1540 5.17 Response Times for City Requests. Upon receiving a data request or information 1541 request from City that is not covered by other timeline requirements articulated in this 1542 document, and provided that the request from City shall not take more than eight (8) hours 1543 of Contractor staff time to complete, Contractor shall compile the requested information 1544 and send back a complete response within five (5) Business Days of receipt of the 1545 request.
1546 Article 6. Collection Service Rates
1547 6.1 Collection Service Rates. Contractor is solely responsible for determining the rates 1548 it will charge for providing Solid Waste Collection, provided that Contractor shall not 1549 charge any Service Recipient an amount that exceeds the applicable Maximum Service 1550 Rate set forth in Exhibit 1, which may only be adjusted as provided in this Agreement. 1551 6.2 Low-Income Discount Offered at Contractor’s Good Will. In exchange for the good 1552 will of the City and the general public, Contractor voluntarily agrees to discount the rate it 1553 charges for Solid Waste Collection provided to eligible Service Recipients (the 1554 “Discount”). Contractor warrants that the Discount shall neither impact nor be included in 1555 the Maximum Service Rates, nor shall the Discount be otherwise paid for or subsidized 1556 by any other Service Recipients. Contractor shall make the Discount available to any 1557 person who demonstrates through appropriate documentation that they are: (i) a person 1558 of low, lower, or extremely low income as defined by the Municipal Code and State law, 1559 and enrolled in a discounted utility program; and (ii) the service account holder; and (iii) 1560 the head of household and occupant at the Service Unit address. Within thirty (30) days 1561 of the Commencement Date, Contractor shall provide educational materials describing 1562 and explaining the availability and how to qualify for and receive the Discount to all 1563 persons in the City currently subscribed to a discount rate program. Contractor shall 1564 thereafter advertise the availability of the Discounted services on its website throughout GreenWaste Recovery, LLC
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1565 the Term of this Agreement and at least once per year by direct notice to all SFD Service 1566 Recipients.
1567 6.3 Adjustments to Maximum Service Rates Using the Refuse Rate Index (RRI). 1568 Beginning on July 1, 2028, and annually thereafter, Contractor shall, subject to 1569 compliance with all provisions of this Section, receive an annual adjustment to the 1570 Maximum Service Rates as set forth in Exhibit 1 to this Agreement. In any year that the 1571 calculation of the RRI exceeds five percent (5.00%) or is negative (below 0.00%), these 1572 amounts shall be added to the rate adjustment percentage in the following year and 1573 carried over to each subsequent year, subject to the same floor and cap limitations and 1574 carryover.
1575 6.3.1 Twelve-Month Annual Average. The RRI adjustment shall be the sum of 1576 the weighted percentage changes for all RRI indices. The percentage change in 1577 each RRI index shall be calculated using the change in the 12-month annual 1578 average of RRI index values between the base year, which shall be the prior 1579 preceding 12-month period ending September 30, and the preceding 12-month 1580 period ending September 30, as contained in the most recent release of the source 1581 documents listed in Exhibit 2 of this Agreement. Therefore, the first RRI adjustment 1582 (effective July 1, 2028) will be based on the percentage changes between the 1583 average index values for the period of October 1, 2026, through September 30, 1584 2027 (the previous year), and the average index values for the period October 1, 1585 2025, through September 30, 2026 (the prior previous year). 1586 6.3.2 The weighted percentage change for each RRI index shall be calculated 1587 using the RRI methodology included in Exhibit 2.
1588 6.3.3 Rounding. Adjustments to the overall Maximum Service Rates shall be 1589 made only in units of one cent ($0.01). Fractions of less than one cent ($0.01) shall 1590 not be considered in making adjustments. All CPI indices shall be rounded at two 1591 (2) decimal places for the adjustment calculations. 1592 6.3.4 Maximum Service Rate Adjustment Report. On or before March 1 of 1593 each year of the Term, Contractor shall deliver to City a report on its proposed 1594 adjustment to the Maximum Service Rates for the subsequent Agreement Year 1595 (the “Adjustment Report”). The Adjustment Report shall be in a format as may be 1596 mutually agreed on between the City and Contractor and must contain or be 1597 accompanied by Contractor’s adjustment calculations for the specific services 1598 performed under this Agreement during the preceding Agreement Year in Microsoft 1599 Excel or another electronic format acceptable to the City. Contractor shall be solely 1600 responsible for the cost of preparing the Adjustment Report.

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1601 6.3.4.1 RRI Financial Information. As part of the Maximum Service Rate 1602 Adjustment Report, Contractor shall deliver to City financial information for 1603 the specific services performed under this Agreement for the preceding 1604 Agreement Year. Such financial information shall be in the format as set 1605 forth in Exhibit 2, or as may be further revised by the parties from time to 1606 time.
1607 6.3.4.2 Corrections. In the event the City determines the Adjustment 1608 Report contains substantial errors or omissions, Contractor shall, at its sole 1609 cost, provide a corrected report to the City. A corrected report submitted 1610 after March 1 shall be treated as a late report.
1611 6.3.4.3 Late Report. If Contractor fails to submit the Adjustment Report 1612 by March 1, the City may: (1) accept and consider the late Adjustment 1613 Report if the City, in its sole and reasonable discretion, deems there is 1614 sufficient time to review and approve the proposed adjustment in time for it 1615 to be implemented on July 1; or (2) accept and consider the late Adjustment 1616 Report at its earliest convenience, in which case any approved rate 1617 adjustment shall only go into effect prospectively thirty (30) days after the 1618 City’s approval. In no event shall Contractor apply any rate adjustment 1619 retroactively.
1620 6.3.4.4 No Report. If Contractor fails to provide any Adjustment Report, 1621 the Maximum Service Rate shall remain unchanged for the next Calendar 1622 Year.
1623 6.3.5 City Approval. If Contractor provides a timely Adjustment Report, and 1624 the calculations set-forth therein are performed in accordance with the 1625 methodology specified in this Section, subject to the maximum increase per 1626 Section 6.3, the Agreement Administrator shall notify Contractor on or before June 1627 1 that the City has approved the requested adjustments to the Maximum Service 1628 Rates for the next Rate Year. Approval by City Council shall be required for any 1629 requested rate adjustment of more than five percent (5%) in any one (1) Rate Year 1630 without limiting the provisions of Section 6.3, which shall only be permitted 1631 pursuant to Section 6.4 (Extraordinary Adjustments) below. The Agreement 1632 Administrator may approve all other requests or refer them to the City Council at 1633 his or her discretion. Should approval by City Council be required, City Council 1634 shall be given at least ninety (90) days for Council action in advance of effective 1635 date of requested rate adjustment.
1636 6.3.6 Contractor Payment for RRI Review. Contractor shall be responsible for 1637 paying the City’s cost of reviewing the annual RRI adjustment in the amount of 1638 Five Thousand ($5,000) per year. If the City determines that Contractor has made GreenWaste Recovery, LLC
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1639 substantial errors and has not properly submitted or correctly calculated the RRI 1640 adjustment, the City may add additional costs up to Five Thousand ($5,000) to 1641 conduct a second review and analysis. These payment amounts shall increase 1642 annually by CPI, following the percentage change methodology in Exhibit 2. 1643 6.4 Extraordinary Adjustments. Contractor and City acknowledge that there may be 1644 infrequent extraordinary events, including Change in Law, which, although they do not 1645 prevent either Party from performing, and thus do not implicate the force majeure 1646 provisions hereof, nevertheless increase the cost of providing services above the 1647 Maximum Service Rate Adjustment articulated in Section 6.3. The obligation of the parties 1648 in such event is to act reasonably and in Good Faith toward each other in arriving at an 1649 appropriate adjustment in Maximum Service Rates. Accordingly, at its option, Contractor 1650 may apply to the City not more frequently than once every Calendar Year, for an 1651 extraordinary rate adjustment should an event or circumstance arise which negatively 1652 impacts the economic operation of Contractor and which is in excess of the rate 1653 adjustment resulting from the application of Section 6.3. An extraordinary adjustment in 1654 rates will be deemed justified if it is necessary for the Contractor to make a substantial 1655 change in its operations, or substantial capital expenditure or investment to perform its 1656 obligations under this Agreement due to the occurrence of an event or circumstance 1657 which is beyond the reasonable control of Contractor. Extraordinary rate adjustments 1658 shall only be effective after approval by the City Council, which approval shall require 1659 compliance with all Applicable Law.
1660 6.4.1 Contractor’s Burden; Confidentiality. In the event of such an application 1661 for an extraordinary rate increase, it is understood that the Contractor shall have 1662 the burden of demonstrating to the reasonable satisfaction of the City the basis for 1663 the extraordinary increase cost. Contractor shall bear the burden of justifying its 1664 request and shall be solely responsible for the cost of preparing and submitting 1665 sufficient documentation in support of its request. City in its sole reasonable 1666 discretion may request Contractor to provide any additional information it deems 1667 necessary to fully evaluate the request, and Contractor shall be solely responsible 1668 for the cost of providing such additional information. Contractor shall allow City to 1669 review a report of its annual revenues and expenses for the services provided in 1670 the City. City shall have the right to review this information in connection with the 1671 City’s review of Contractor’s extraordinary rate adjustment request. With respect 1672 to any financial statements or any other information Contractor specifically 1673 designates as non-public information Contractor acknowledges the applicability of 1674 Section 24.2.1.
1675 6.4.2 Review Costs. At the time of its request, Contractor shall also submit a 1676 payment to the City of Twenty-Five Thousand Dollars ($25,000) to defray the 1677 City’s costs to review the request. In the event the City’s reasonable costs exceed 1678 that amount, Contractor shall reimburse the City for any documented amount in GreenWaste Recovery, LLC
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1679 excess. This payment amount shall increase annually by CPI, following the 1680 percentage change methodology in Exhibit 2.
1681 6.4.3 Meet and Confer. The City and Contractor agree to meet and confer 1682 regarding the request and to negotiate in Good Faith regarding the 1683 appropriateness of the requested adjustment.
1684 6.4.4 City Review; Approval. City shall review the Contractor’s request for an 1685 Extraordinary Adjustment and, in the reasonable exercise of its discretion, make a 1686 final determination as to whether an adjustment to the Maximum Service Rates will 1687 be made, and, if an adjustment is permitted, the appropriate amount of the 1688 adjustment. Approval of the City Council shall be required for any Extraordinary 1689 Adjustments. The City shall notify Contractor of its decision within ninety (90) 1690 calendar days regarding whether it accepts Contractor’s request. Except as 1691 provided herein, any such change approved by the City shall not be implemented 1692 until July 1 of the next Rate Year unless a different timeframe is approved by the 1693 City Council.
1694 6.5 Procedures in Event of Invalidation of Rate Adjustment. In the event that City is 1695 unable by operation of Applicable Law to approve or implement a rate increase under this 1696 Article 6, or some or all of the Maximum Service Rates are disallowed by operation of 1697 Applicable Law, Contractor will have the right, within thirty (30) days after notice of any 1698 such inability to approve or invalidation of an approved rate increase, to request, in writing, 1699 that City negotiate in Good Faith regarding reductions in programs, services, or fees to 1700 compensate for any negative impact from the unapproved or invalidated rate increase. If 1701 City fails to commence negotiations in Good Faith or negotiations are not completed 1702 within forty-five (45) days following the date of receipt of Contractor’s request, either Party 1703 may terminate this Agreement no earlier than one hundred and eighty (180) days after 1704 written notice to the other.
1705 Article 7. Collection Service Billing
1706 7.1 Responsibility for Collection Service Billing and Collection. Contractor shall be 1707 solely responsible for the billing and collecting of payments for the Solid Waste Collection 1708 Services it provides within the Service Area.
1709 7.2 Invoices. Contractor shall prepare and send out invoices, by either U.S. mail or 1710 email, to each Service Recipient in advance of all services provided by Contractor under 1711 this Agreement. Contractor shall include an online payment option for all Customers 1712 regardless of invoice format. If sent by mail, invoices for each billing period shall be placed 1713 in a separate envelope accompanied by a self-addressed return envelope. All invoices 1714 shall include Contractor’s email address, include directions for payment by check, credit 1715 card, or Automated Clearing House (ACH) debit, and shall include or be accompanied by GreenWaste Recovery, LLC
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1716 a complete billing statement showing all charges and all services provided. Contractor’s 1717 online billing portal shall include clear instructions for how to contact the Contractor if the 1718 Service Recipient has questions about an invoice. City shall have the right to direct 1719 Contractor to revise the format of all invoices and billing statements upon reasonable 1720 notice to Contractor.
1721 7.3 Timing; Frequency. Contractor shall not initiate billing to any Service Unit sooner 1722 than the first day of the service period of Collections Services covered by the invoice. 1723 Contractor shall invoice Service Recipients once every month for Commercial Service 1724 Units, MFD Service Units and SFD Service Units. SFD Service Units may opt to receive 1725 quarterly invoices rather than monthly invoices. No invoice shall be due and payable 1726 sooner than the last day of the respective month or Quarter for which Solid Waste 1727 Collection is provided.
1728 7.4 Partial Month Service and Changes in Service Level. If, during a month, (i) a 1729 Service Unit is added to or deleted from Contractor’s Service Area, or (ii) a Service 1730 Recipient increases or decreases their Collection Service in such a manner that increases 1731 or decreases their Service Rates, Contractor shall pro-rate billing to the Service Recipient 1732 on a weekly basis, meaning one-fourth of the applicable Maximum Service Rate found in 1733 Exhibit 1 multiplied by the number of weeks of service provided by Contractor. 1734 7.5 Overpayments. Contractor shall refund or issue a service credit for overpayments 1735 by Service Recipients no later than 30 days after Contractor discovers or is notified of the 1736 overpayment. Contractor shall refund every overpayment that: (1) exceeds two hundred 1737 dollars ($200) or the amount of Service Recipient’s typical invoice, whichever is less; or 1738 (2) is due to the Service Recipient closing the account prior to the end of the billing period. 1739 7.6 Delinquent Service Accounts. Contractor shall report all Service Recipients whose 1740 accounts are delinquent by more than ninety (90 days) to the Agreement Administrator 1741 on a monthly basis.
1742 7.7 Contractor’s Reservation of Legal Rights and Remedies. Notwithstanding any 1743 other provision of this Article, Contractor reserves its right to, and may take such action 1744 as is legally available to Contractor, collect or cause collection of past due invoice 1745 amounts; provided, however, that Contractor shall never discontinue Solid Waste 1746 Collection to any Service Unit. Contractor may send a written notice to Service Recipient 1747 regarding payments of Billings during the billed service period. 1748 7.8 Collection of Past Due Accounts.
1749 7.8.1 Contractor shall be responsible for collection of payment from 1750 Customers with past-due accounts (“bad debt”). Contractor shall make reasonable 1751 efforts to obtain payment from delinquent accounts through issuance of late GreenWaste Recovery, LLC
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1752 payment notices, making at least three (3) telephone requests for payments to 1753 Customer and property owner (if the owner is a different Person or entity than the 1754 Customer), offering a Customer payment plan, and reduction of service in 1755 accordance with the following.
1756 7.8.1.1 At its option, Contractor may charge Customers a late payment 1757 fee for accounts that are over sixty (60) days past due provided that 1758 Contractor provides each Customer thirty (30) days written notice of its 1759 intent to assess the late fee. The maximum late fee is subject to the City 1760 approval and reflected in Exhibit 1.
1761 7.8.1.2 At its option, for accounts that are over ninety (90) days past due, 1762 Contractor may (i) refer delinquent accounts to a licensed third-party 1763 collection agency that is approved by the City, and/or (ii) report delinquent 1764 accounts to recognized consumer credit reporting agencies, provided, in 1765 both cases, that Contractor provides each Customer thirty (30) days written 1766 notice of its intent of such reporting.
1767 7.8.1.3 If a Customer’s payment becomes more than one hundred twenty 1768 (120) days past due, Contractor may request approval from the City, which 1769 will not be unreasonably denied, to reduce service to that account until 1770 payment is received, providing written evidence for each account that the 1771 required collection steps have been taken. If the City approves such 1772 request, the Contractor shall provide the Customer and property owner (if 1773 the owner is different from the Customer) written notice of service reduction 1774 which includes a description of potential penalties from the City for 1775 nuisance, should it occur. All notifications and correspondence issued by 1776 Contractor shall be directed to the Customer and the owner of the property 1777 if the owner is a different Person or entity than the Customer. 1778 7.9 Billing Accounts After Missed Collections.
1779 7.9.1 In the event of a missed Collection, wherein Containers were properly 1780 set out in a timely manner and wherein the Contractor was unable resolve the 1781 complaint by the end of the following Workday, Contractor shall credit the account 1782 of the Customer that experienced the missed Collection by a prorated amount for 1783 that missed Service.
1784 7.9.2 In the event that a Customer was subject to a missed Collection wherein 1785 Containers were properly set out in a timely manner and wherein the Contractor 1786 was unable to return and Collect the Customer’s Solid Waste until the following 1787 regularly scheduled Collection day, or on other delayed Workday prior to regularly 1788 schedule Collection day as applicable, that Customer shall not be subject to any GreenWaste Recovery, LLC
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1789 Solid Waste Overage fees or otherwise be penalized or tracked for an instance of 1790 Overage.
1791 Article 8. Service Unit Types
1792 8.1 Service Units. Service Units include all the following categories of Premises which 1793 are in the Service Area as of July 1, 2027, and all such Premises which may be added to 1794 the Service Area by means of annexation, new construction, or as otherwise set forth in 1795 this Agreement during the Term of this Agreement:
1796 8.1.1 SFD Service Units. Services are specified in Article 9. 1797 8.1.2 MFD Service Units. Services are specified in Article 10. 1798 8.1.3 Commercial Service Units. Services are specified in Article 11. 1799 Commercial Service exclusivity extends only to Garbage Collection Services 1800 provided using Carts and Bins serviced with a front-loading, rear-loading or side1801 loading Collection Vehicle. 1802 8.1.4 City Service Units. Services are specified in Article 12. 1803 8.1.5 Temporary Bin and Roll-Off Container Service. Services are specified in 1804 Article 13. Temporary Bin and Roll-Off Container Service is non-exclusive. 1805 8.1.6 Any question as to whether a Premises falls within one of these 1806 categories will be determined by the Agreement Administrator at the 1807 Administrator’s sole discretion; and the determination of the Agreement 1808 Administrator will be final.
1809 8.2 Service Unit Changes. City and Contractor acknowledge that during the Term of 1810 this Agreement it may be necessary or desirable to add or delete Service Units for which 1811 Contractor will provide Service.
1812 8.2.1 Additions and Deletions. Contractor must provide services described in 1813 this Agreement to new Service Units in Contractor’s Service Area within five (5) 1814 Workdays of receipt of notice from City or the new Service Unit to begin such 1815 Service. Contractor must remove service from Service Unit within five (5) 1816 Workdays of receipt of notice from City or the new Service Unit to terminate such 1817 Service.
1818 8.3 Annexation. If, during Term of the Agreement, additional territory within or adjacent 1819 to the Contractor’s Service Area is acquired by City through annexation, subject to the 1820 requirements of Public Resources Code Section 49520, Contractor agrees to provide GreenWaste Recovery, LLC
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1821 Solid Waste Collection in such annexed area in accordance with the provisions and 1822 Maximum Service Rates set forth in this Agreement after termination of former 1823 contractor’s rights to provide service have been exhausted. Such Solid Waste Collection 1824 must begin within five (5) Workdays of receipt of written notice from City. Contractor may 1825 not begin Collection Service without written authorization from City. 1826 8.3.1 Route Map Update. Contractor must revise the Service Unit route maps 1827 to show the addition of Service Units added due to annexation and must provide 1828 such revised maps to the Agreement Administrator as requested. 1829 8.4 Shared Service. Provided that such action is not disallowed under City Municipal 1830 Code or Applicable Law, City businesses shall not be prohibited from sharing Containers 1831 with other businesses as a single Commercial Service Unit, or from coordinating to share 1832 a single Commercial Service Unit Collection account; and City residents shall not be 1833 prohibited from sharing Containers with other residents as a single SFD Service Unit, or 1834 from coordinating to share a single SFD Service Unit Collection account. 1835 Article 9. SFD Service
1836 9.1 SFD Conditions of Service. Unless expressly set forth elsewhere in this 1837 Agreement, Contractor must provide SFD Collection Services to all SFD Units in the 1838 Service Area. Contractor must provide SFD Solid Waste Collection Service to all SFD 1839 Service Units in the Service Area whose Solid Waste is properly containerized in Solid 1840 Waste Collection Carts, where the Solid Waste Collection Carts are accessible. The 1841 Maximum Service Rates for Contractor’s SFD Solid Waste Collection Services are set 1842 forth in Exhibit 1. In addition to the provisions generally applicable to this Agreement, the 1843 following terms apply specifically to SFD Collection Service:
1844 9.1.1 Provision of Service. Except for those Service Recipients that choose to 1845 receive Bins per Section 9.1.3, Contractor must provide SFD Collection Service to 1846 all SFD Service Units in the Service Area whose SFD Solid Waste is properly 1847 containerized in Garbage Carts; Recyclable Materials are properly containerized 1848 in Recyclable Materials Carts, except as set forth in Section 9.2.1; and Organic 1849 Waste Materials are properly containerized in Organic Waste Carts except as set 1850 forth in Section 9.3.2 and 9.3.4; and where the Garbage, Recyclable Materials, 1851 and Organic Waste Carts have been placed within three (3) feet of the curb, swale, 1852 paved surface of the public roadway, closest accessible roadway, or other such 1853 location agreed to by Contractor and Service Recipient that will provide safe and 1854 efficient accessibility to Contractor's Collection crew and vehicle. 1855 9.1.2 Bundled SFD Cart Service. Contractor will use a weekly Bundled SFD 1856 Solid Waste Collection Service system with one (1) 32-gallon Black or Grey 1857 Garbage Cart, one (1) 96-gallon Blue Recyclable Materials Cart, and one (1) 96- GreenWaste Recovery, LLC
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1858 gallon Green Organic Waste Cart as part of the base SFD Solid Waste Collection 1859 Service. Recyclable Materials Carts with a capacity of 32-gallons or 64-gallons and 1860 Organic Waste Carts with a capacity of 20-gallons, 32-gallons or 64-gallons may 1861 be requested in lieu of the 96-gallon included in the base service, but no associated 1862 reduced pricing will be made available in relation to such reduction in Recyclable 1863 Materials or Organic Waste volume. Pricing for upsizing Garbage Carts or adding 1864 additional Garbage, Recyclable Material, or Organic Waste Carts, relative to the 1865 base Bundled Service, is included in Exhibit 1.
1866 9.1.3 Bundled SFD Bin Service. In limited applications, such as rural SFD 1867 Service Units and SFD Service Units containing two (2) to four (4) Dwelling Units, 1868 Collection Service may be offered using Bins. For Bin Service, Contractor will use 1869 a weekly Bundled SFD Solid Waste Collection Service system with one (1) 1-cubic 1870 yard Black or Grey Garbage Bin, one (1) 96-gallon Blue Recyclable Materials Cart, 1871 and one (1) 96-gallon Green Organic Waste Cart as part of the base SFD Solid 1872 Waste Collection Service. Pricing for upsizing Garbage Bin capacity or adding 1873 additional Garbage, Recyclable Material, or Organic Waste Carts, relative to the 1874 base SFD Bundled Bin Service, is included in Exhibit 1. 1875 9.1.4 SFD Service Unit Designation. SFD Dwelling Units may be identified as 1876 one (1) SFD Service Unit containing up to four (4) Dwelling Units or up to four (4) 1877 separate SFD Service Units. For a Dwelling Unit to be identified as its own 1878 separate SFD Service Unit, the Dwelling Unit must (i) be separately addressed, 1879 and (ii) be set up as a separate billing account with the Contractor. A Dwelling Unit 1880 shall only be considered its own SFD Service Unit if Contractor can reasonably 1881 provide SFD Collection Service to the Dwelling Unit. Should Service Recipient and 1882 Contractor be unable to reach agreement regarding Service Unit designation, 1883 Contractor shall confer with Agreement Administrator to cooperatively arrive at a 1884 solution.
1885 9.1.5 Hours of Collection. SFD Collection Service must be provided, 1886 commencing no earlier than 6:00 a.m. and terminating no later than 6:00 p.m., 1887 Monday through Friday, except for Holidays in accordance with Section 5.3. The 1888 hours, day, or both of Collection may be extended due to extraordinary 1889 circumstances or conditions with the prior verbal or written consent of the 1890 Agreement Administrator.
1891 9.1.6 Frequency and Scheduling of Service. SFD Collection Service must be 1892 provided one (1) time per week, on a schedule matching the City’s current service 1893 schedule. SFD Collection Service must be scheduled so that all Service Units 1894 receive Garbage Collection Service, Recyclable Materials Collection Service, and 1895 Organic Waste Collection Service on the same Workday.

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1896 9.1.7 Manner of Collection. The Contractor must provide Collection Service 1897 with as little disturbance as possible; the Contractor must leave any Garbage, 1898 Recyclable Materials, or Organic Waste Cart in an upright position, with the lid 1899 closed, at the same point it was Collected, without obstructing alleys, roadways, 1900 driveways, sidewalks, or mailboxes. Contractor’s employees providing Collection 1901 Service must follow the regular walk for pedestrians while on private property and 1902 may not trespass nor cross to the adjoining Premises unless the occupant or owner 1903 of both properties has given permission. Care should be taken to prevent damage 1904 to property, including but not limited to flowers, shrubs, and other plantings. 1905 9.1.7.1 Any damage caused by Contractor to Service Recipient property, 1906 excluding normal wear and tear, shall be repaired or replaced promptly and 1907 reported to the City per the requirements of Section 5.15 and/or Section 1908 23.4.2.12, as applicable.
1909 9.1.8 On-Premises Service. Notwithstanding any term or definition set forth in 1910 this Agreement, Contractor must provide Collection of SFD Garbage, Recyclable 1911 Materials, and Organic Waste on the SFD Service Recipient’s Premises to an SFD 1912 Service Unit as follows.
1913 9.1.8.1 Physical Limitation Service - At no additional cost to the SFD 1914 Service Unit. SFD Service Units where all adult Service Recipients residing 1915 therein have disabilities that prevent them from setting their Garbage, 1916 Recyclable Materials, Organic Waste Cart, or Bulky Waste at the curb for 1917 Collection, and if a request for on-premises service has been made, shall 1918 receive on-premise Collection Service where all Garbage, Recyclable 1919 Materials, and Organic Waste Carts are Collected from a side-yard, 1920 backyard, or other off-street location agreed on between the Contractor and 1921 the Service Recipient. For SFD Clean Up Collection on-premises services, 1922 materials must be staged externally to the Dwelling Unit in a location that’s 1923 accessible and visible to Contractor, as close to the Service Unit’s standard 1924 curbside Collection location as is feasible for the Customer, and as agreed 1925 on between the Contractor and Service Recipient. Contractor may require 1926 proof of disability.
1927 9.1.8.2 City-Directed SFD On-Premise Collection Service –The City may 1928 determine that certain SFD Service Units are experiencing ongoing illegal 1929 dumping or other improper use by the public that are not within the control 1930 of the Service Recipient. Upon City direction, Contractor shall provide on1931 premises Collection Service at no additional charge for up to one hundred 1932 (100) SFD Service Units. Contractor shall make on-premise Collection 1933 Service available for all impacted Garbage, Recyclable Materials, and 1934 Organic Waste Carts at the Service Unit, to the extent each Cart has been GreenWaste Recovery, LLC
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1935 impacted by illegal dumping. Contractor shall meet with the Service 1936 Recipient to identify the most appropriate service location to address the 1937 illegal dumping issue while reducing operational impacts. Should the 1938 situation causing the illegal dumping resolve at a particular Service Unit, 1939 Contractor may work with City and Service Unit to discontinue the on1940 premises service. For SFD Clean Up Collection, materials must be staged 1941 at the standard curbside SFD Clean Up Collection location, though 1942 Contractor shall closely coordinate with the Service Unit to limit the amount 1943 of time the SFD Clean Up materials are set out at the curb. 1944 • Note: The one hundred (100) SFD Service Recipients shall signify a 1945 total of one hundred (100) at any one time, such that if a Service Unit 1946 drops out of the program, a replacement Service Unit can take its 1947 place. In the event the City has identified more than one hundred 1948 (100) SFD Service Units, at any one-time, needing such on-premise 1949 collection service, the City shall follow the procedures set forth in 1950 Section 28.1.
1951
1952 9.1.8.3 Subscription-based Service - At an additional cost to the SFD 1953 Service Unit. An SFD Service Recipient not eligible under Section 9.1.8.1 1954 may subscribe for On-Premises SFD Collection Service where Garbage, 1955 Recyclable Materials, and Organic Waste Carts are Collected from a side1956 yard, backyard, or other off-street location agreed on between the 1957 Contractor and the Service Recipient. Contractor may charge for On1958 Premises Collection on a subscription basis upon request for the Maximum 1959 Service Rates set forth in Exhibit 1. On-Premises Collection may be 1960 required where topography, steep driveways, below-grade dwellings, or 1961 limited access to public streets prevent the SFD Service Recipient from 1962 setting their Garbage, Recyclable Materials, or Organic Waste Cart at the 1963 curb for Collection.
1964 9.1.8.4 Contractor must provide on-premises Collection Service on the 1965 same Workday that curbside Collection would otherwise be provided to the 1966 SFD Service Unit.
1967 9.2 SFD Recyclable Materials Service. In addition to the provisions generally 1968 applicable to this Agreement, the following terms apply specifically to SFD Recyclable 1969 Materials Service:

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1970 9.2.1 Extra Cardboard. Corrugated cardboard that will not fit inside the 1971 Recyclable Materials Cart may be placed beside the Recyclable Materials Cart if 1972 flattened.
1973 9.2.2 Dry Cell Battery Collection. Contractor shall collect dry cell household 1974 batteries when set out by the Service Recipient in heavy duty plastic bags and 1975 placed on the Recyclable Materials Cart as part of SFD Recycling Collection 1976 Service. Service Recipients shall call or otherwise request the service from 1977 Contractor on specified Collection day. There shall be no limit to the number of 1978 available dry cell battery Collections per Service Recipient. Contractor shall make 1979 request process simple and straightforward through online or other simplified 1980 request mechanisms. Contractor shall schedule dry cell battery Collection on 1981 Collection driver’s route in such a fashion that makes driver aware of the presence 1982 of the bag of batteries in order to avoid accidental dumping of batteries into the 1983 Collection Vehicle body or into the gutter or street. Should a Service Recipient 1984 properly set out dry cell household batteries in a heavy duty plastic bag, placed on 1985 top of the Recyclable Materials Cart for Collection without first requesting such 1986 service from the Contractor, and the driver can visually identify such placement of 1987 otherwise compliant battery set-out, the driver shall Collect such batteries. Driver 1988 may provide a notice specifying requirement to call or otherwise request battery 1989 Collection service in the future. If Service Recipient improperly sets out batteries 1990 or sets out batteries that are not acceptable in the program, the driver shall leave 1991 batteries behind, safely placing such batteries on top of the Recyclable Materials 1992 Container after Collection of Recyclable Materials, and shall provide a Non1993 Collection Notice describing the reason for non-collection. 1994 9.3 SFD Organic Waste Collection Service. In addition to the provisions generally 1995 applicable to this Agreement, the following terms apply specifically to SFD Organic Waste 1996 Collection Service:
1997 9.3.1 Internal Food Waste Sorting Interventions. Per the Education and 1998 Outreach Plan, Contractor must make available, upon request, interventions that 1999 support proper sorting of Food Waste, including aids to support reduction in odor 2000 and pests. If such intervention includes kitchen pails, each new SFD Service 2001 Recipient shall be limited to receiving one (1) pail throughout the Term of the 2002 Agreement. Additionally, existing SFD Service Recipients shall be eligible to 2003 receive a kitchen pail upon request on a limited and discretionary basis. 2004 9.3.2 Holiday Tree Collection. Contractor must Collect unflocked, undecorated 2005 holiday trees, with stand removed, set out at the curb for Collection during the three-week period beginning December 26th 2006 each year during the Term of this 2007 Agreement. Holiday trees set out for Collection may either be containerized within 2008 an Organic Waste Cart or placed on the ground near the Service Unit’s Collection GreenWaste Recovery, LLC
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2009 Containers. Holiday trees may be no greater than seven (7) feet in length. 2010 Contractor must deliver the Collected Holiday Trees to the Organic Waste 2011 Processing Facility for Diversion through uses other than Alternative Daily Cover 2012 or Beneficial Use. This annual service will be provided at no additional charge to 2013 the Service Recipient and shall not be counted as one of the SFD Service 2014 Recipient’s free annual Clean Up Collection Service as set forth in Section 9.4. 2015 Contractor is not required to Collect holiday trees with tinsel, flocking, or 2016 ornaments. Contractor shall affix a Non-Collection Notice, documenting the date 2017 of non-collection and the reason for non-collection. 2018 9.3.3 Drop-off Holiday Tree Collection. At no additional cost to SFD Service 2019 Recipients, Contractor shall provide holiday tree drop-off service for the two weeks 2020 following December 26 each year, using Contractor-provided Debris Boxes placed 2021 at locations approved by the City.
2022 9.3.4 Bagged Leaf Waste. During the fall leaf season (November 1 through 2023 January 31), Contractor must accept for Collection up to five (5) 30-gallon bags of 2024 leaves from every SFD Service Recipient every week at no additional charge. Leaf 2025 waste must be placed in compostable paper bags or ASTM D6400-rated bags and 2026 set beside the Organics Waste Cart for Collection. Individual bags may not weigh 2027 more than fifty (50) pounds.
2028 9.4 SFD Clean Up Collection Service. In addition to the provisions generally applicable 2029 to this Agreement, the following terms apply specifically to SFD Clean Up Collection 2030 Service:
2031 9.4.1 Conditions of Service. Contractor must provide SFD Clean Up Collection 2032 Service, including the Collection of Bulky Items, E-Waste, and other materials 2033 detailed in this Section, to all SFD Service Units in the Service Area who have 2034 scheduled an appointment and whose materials have been placed within three (3) 2035 feet of the curb, swale, paved surface of the public roadway, closest accessible 2036 roadway, or other such location agreed to by Contractor and Service Recipient, 2037 that will provide safe and efficient accessibility to Contractor's Collection crew and 2038 vehicle. Up to one (1) time per Calendar Year, at no additional cost or expense, 2039 each Service Recipient is entitled to receive Clean Up Collection Service that 2040 includes the following materials:
2041 9.4.1.1 Three (3) Bulky Items; and
2042 9.4.1.2 Up to two (2) cubic yards total of the following Source Separated 2043 materials:

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2044  Individual donatable items (large flowerpots, suitcases, plastic 2045 chairs, etc.) with a maximum weight of fifty (50) pounds per item and 2046 no larger than 3 feet x 3 feet x 3 feet per item;
2047  35-gallon bags of clean and dry textiles with a maximum weight of 2048 fifty (50) pounds per bag;
2049  bundles or boxes of excess Recyclable Materials, with a maximum 2050 weight of fifty (50) pounds per bundle or box;
2051  bundles or boxes of Green Waste, with a maximum weight of fifty 2052 (50) pounds per bundle or box;
2053  35-gallon bags of Garbage, with a maximum weight of fifty (50) 2054 pounds per each bag; and/or
2055  E-waste items.
2056 For subsequent Clean Up Collections in any Calendar Year, and for materials in 2057 excess of (i) three Bulky Items and/or (ii) two (2) cubic yards, the Contractor shall 2058 receive compensation from the Customer at the Maximum Service Rate for such 2059 service as set in Exhibit 1.
2060 9.4.2 Proper Labeling and Containerizing. The Service Recipient may not 2061 intentionally commingle residential Bulky Waste with other Residential Waste. 2062 Contractor shall advise Service Recipients of requirements to label items, bags, 2063 boxes, and bundles with their material type (e.g., clothing, Recyclables, Green 2064 Waste, Garbage). Contractor reserves the right to not Collect materials that are 2065 not properly labeled. Contractor also reserves the right to not Collect materials that 2066 are not containerized or securely bundled with string or a similar material. 2067 9.4.3 Frequency of Service. Clean Up Collection Service will be provided 2068 within ten (10) Business Days of the request for Clean Up Collection Service made 2069 by the Service Recipient.
2070 9.4.4 Bulky Waste Containing Freon. In the event Contractor Collects Bulky 2071 Waste that contain Freon, Contractor must handle such Bulky Waste in a manner 2072 such that the Bulky Waste is not subject to regulation as Hazardous Waste under 2073 applicable State and federal laws or regulations.
2074 9.4.5 Reuse Protocol. Contractor shall make every effort to promote the reuse 2075 of materials Collected via Clean Up Collection Service by following the Reuse 2076 Protocol described here:
2077 9.4.5.1 Contractor shall offer Collected Bulky Items, individual items, 2078 textiles, and other reusable items to reuse organizations.

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2079 9.4.5.2 Contractor shall secure agreements with various reuse and textile 2080 recycling organizations to ensure this Reuse Protocol can be met. 2081 9.4.5.3 Contractor’s Customer Service shall provide clear instructions to 2082 Service Recipients regarding proper Source Separation, containerizing and 2083 labeling of eligible materials per Section 9.4.2.
2084 9.4.5.4 Items to be selected for reuse include household items and 2085 products in usable condition, as deemed by Contractor and/or reuse 2086 organization.
2087 9.4.5.5 All remaining Bulky Items, individual items, and other donation 2088 items that are not taken for reuse shall be assessed to determine whether 2089 they can be processed for Recycling or Composting, and, if Recyclable, 2090 shall be Recycled, and if compostable, delivered for Composting. 2091 9.4.6 Disposal of Bulky Waste. Contractor may not landfill such Bulky Waste 2092 unless the Bulky Waste cannot be reused or Recycled. 2093 9.5 On-Call Household Hazardous Waste (HHW). The Contractor shall provide on-call 2094 Collection of HHW in accordance with Exhibit 7. Each SFD Service Unit in the Service 2095 Area shall be entitled to receive on-call HHW Collection Service a maximum of one (1) 2096 time per Calendar Year at no additional cost. In accordance with the Maximum Service 2097 Rates set in Exhibit 1, Contractor shall be compensated for the cost of providing on-call 2098 HHW Collection Service in excess of one (1) time per year to any Service Unit. Initial On2099 Call HHW program costs are based upon assumptions approved by the City. Should On2100 Call HHW Program exceed four percent (4%) annualized participation, City and 2101 Contractor shall meet and confer regarding program scope and costs in accordance with 2102 Section 28.1.
2103 Article 10. MFD Collection Service
2104 10.1 MFD Conditions of Service. Unless expressly set forth elsewhere in this 2105 Agreement, Contractor must provide MFD Collection Services to all MFD Units in the 2106 Service Area. In addition to the provisions generally applicable to this Agreement, the 2107 following terms apply specifically to MFD Collection Service:
2108 10.1.1 Provision of Service. Contractor must provide MFD Collection Service to 2109 all MFD Service Units in the Service Area whose Garbage is properly containerized 2110 in Garbage Containers; Recyclable Materials are properly containerized in 2111 Recyclable Materials Containers; and Organic Waste is properly containerized in 2112 Organic Waste Containers.

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2113 10.1.2 Mandatory Service for MFD. MFD Garbage Collection Service shall be 2114 provided in Garbage Containers at the size and frequency as requested by the 2115 MFD Service Recipient. MFD Recyclable Materials Collection Service and Organic 2116 Waste Collection Service shall be provided, at minimum, in accordance with the 2117 Container volume equivalencies outlined in the below table. Garbage, Recyclable 2118 Materials, and Organic Waste Service shall be provided at the Maximum Service 2119 Rates included in Exhibit 1. Contractor must provide Recyclable Materials and 2120 Organic Waste Containers in all locations where Garbage Containers are available 2121 to Customers.

Recyclable Materials Collection
Service volume required with
minimum Mandatory Service
Organic Waste Collection
Service volume required with
minimum Mandatory Service
5 - 10 units 1x 96-gal 1x 64-gal
11 - 20 units 2x 96-gal 2x 64-gal
21 - 40 units 4x 96-gal 3x 64-gal
41 - 100 units 6x 96-gal 4x 64-gal
100 + units 8x 96-gal 5x 64-gal
2122 10.1.3 MFD Service Unit Designation. In rare cases, such as MFD Dwelling 2123 Units with individual waste enclosures, garages or other built-environment physical 2124 separation, or individual ownership and/or management of the Dwelling Units, 2125 some MFD Dwelling Units may warrant being serviced as separate SFD Service 2126 Units. A Dwelling Unit shall only be considered its own SFD Service Unit if 2127 Contractor can reasonably provide SFD Collection Service to the Dwelling Unit and 2128 bill each unit separately. Should Service Recipient and Contractor be unable to 2129 reach agreement regarding Service Unit designation, Contractor shall confer with 2130 Agreement Administrator to cooperatively arrive at a solution. In the case a 2131 Dwelling Unit is determined to function as an SFD Service Units, all terms under 2132 Article 10 shall apply.
2133 10.1.4 Additional Service and Waivers. Additional Containers beyond those 2134 required with minimum Mandatory Service for MFD may be requested by the MFD 2135 Service Recipient. Additional Collection Containers or different size Collection 2136 Containers are subject to the applicable Maximum Service Rates set forth in 2137 Exhibit 1. To be exempted from MFD Recyclable Materials Service or MFD Organic 2138 Waste Collection Service, Service Recipient must apply for exemption to the City. 2139 All such waivers or Self-Haul must be approved by the City.

GreenWaste Recovery, LLC
CDD26-274 – Solid Waste Collection Services
Expires on 06/30/2037
501
2140 10.1.5 Hours of Collection. MFD Collection Service must be provided 2141 commencing no earlier than 6:00 a.m. and terminating no later than 6:00 p.m., 2142 Monday through Friday, and no earlier than 8:00 a.m. and no later than 5:00 p.m. 2143 on Saturday, except for Holidays in accordance with Section 5.3. The hours, day, 2144 or both of Collection may be extended due to extraordinary circumstances or 2145 conditions with the prior verbal or written consent of the Agreement Administrator. 2146 10.1.6 Frequency and Scheduling of Service. MFD Collection Service must be 2147 provided as deemed necessary and determined between Contractor and the MFD 2148 Service Unit, but such service must be received no less than one (1) time per week 2149 with no exception for Holiday(s) as set forth herein, except that Collection service 2150 scheduled to fall on a Holiday may be rescheduled as determined between the 2151 Service Unit and Contractor as long as the minimum frequency requirement is met. 2152 Service may be provided by Bin or Cart at the option of the Service Recipient. The 2153 size of the Container and the frequency (above the minimum) of Collection will be 2154 determined between the MFD Service Unit and Contractor. However, size and 2155 frequency must be sufficient to provide that no Solid Waste needs be placed 2156 outside the Collection Container.
2157 10.1.7 Manner of Collection. The Contractor must provide Collection Service 2158 with as little disturbance as possible; the Contractor must leave any Garbage, 2159 Recyclable Materials, or Organic Waste Container in an upright position, with the 2160 lid closed, at the same point it was Collected, without obstructing alleys, roadways, 2161 driveways, sidewalks, or mailboxes. Contractor’s employees providing Collection 2162 Service must follow the regular walk for pedestrians while on private property and 2163 may not trespass nor cross property to the adjoining Premises unless the occupant 2164 or owner of both properties has given permission. Care should be taken to prevent 2165 damage to property, including flowers, shrubs, and other plantings. 2166 10.1.7.1 Any damage caused by Contractor to Service Recipient property, 2167 excluding normal wear and tear, shall be repaired or replaced promptly and 2168 reported to the City per the requirements of Section 5.15 and/or Section 2169 23.4.2.12, as applicable.
2170 10.1.8 Containers and Compactors. Contractor must provide Containers to 2171 Service Recipients as part of the Maximum Service Rates set forth in Exhibit 1. 2172 Service Recipients may own and provide their own Compactor provided that the 2173 Service Recipient is completely responsible for its proper maintenance, and that 2174 such Compactor is of a type that is compatible with Contractor's equipment. 2175 Contractor shall operate equipment that is compatible with pre-existing Service 2176 Recipient-owned Compactors.

GreenWaste Recovery, LLC
CDD26-274 – Solid Waste Collection Services
Expires on 06/30/2037
502
2177 10.1.9 Accessibility. Contractor must Collect all Containers that are readily 2178 accessible to Contractor's crew and vehicles and not blocked by other items, at 2179 such location agreed to by Contractor and Service Recipient, which will provide 2180 safe and efficient accessibility to Contractor's Collection crew and vehicle. 2181 Contractor shall dismount from Collection Vehicle to remove Containers from an 2182 enclosure or otherwise reasonably prepare accessible Containers for Collection. 2183 Contractor must provide MFD Collection Service to Containers placed inside of 2184 enclosures located along the drivable path in the MFD Service Unit Premises. 2185 Should access to Containers housed within an enclosure become a recurrent issue 2186 due to improper storage or placement of items in the enclosure by the Service 2187 Recipient or other obstruction, Contractor shall work with the Service Recipient 2188 and/or City to make adjustments to all allow for access within the enclosure or 2189 determine an alternative, accessible service location. Should limited enclosure 2190 access be a result of the Contractor’s own placement of Containers, the Contractor 2191 must rearrange Containers as necessary in order to provide Collection Service. 2192 10.1.9.1 Contractor may not automatically discontinue Collection Service 2193 to Containers that the Contractor deems inaccessible. Contractor shall 2194 make clear to the individual Service Recipient what conditions are 2195 necessary to prepare Containers for Collection and shall work 2196 collaboratively with the Service Recipient to identify a Collection location 2197 that will provide safe and efficient access to Contractor's Collection crew 2198 and Collection Vehicle. Contractor may also share with the Service 2199 Recipient the additional service options that are available at an additional 2200 cost as described in Section 10.1.10. Contractor shall report to the City any 2201 issues related to service location that prevent reasonable access to the 2202 Collection crew and Collection Vehicle in accordance with reporting 2203 requirements in Section 23.3.2.2. Should Contractor discontinue Collection 2204 service due to accessibility issues without first consulting the Service 2205 Recipient, Administrative Charges may be charged in accordance with 2206 Exhibit 5.
2207 10.1.10 Push Services and Similar Services. Notwithstanding any term or 2208 definition set forth in this Agreement, Contractor must provide push and/or pull 2209 services of MFD Garbage, Recyclable Materials, and Organic Waste on the MFD 2210 Service Recipient’s Premises to an MFD Service Unit at an additional cost as 2211 follows and at the Maximum Service Rates as set forth in Exhibit 1. Contractor is 2212 under no obligation to provide Collection Services under the following conditions 2213 unless Service Recipient has subscribed to “push” or similar service. If subscribed 2214 to by the Service Recipient, Contractor must provide push Collection Service on 2215 the same Workday that curbside Collection would otherwise be provided to the 2216 MFD Service Unit. Contractor may offer “push” services where Garbage, GreenWaste Recovery, LLC
CDD26-274 – Solid Waste Collection Services
Expires on 06/30/2037
503
2217 Recyclable Materials, and Organic Waste Containers meet any of the following 2218 conditions:
2219 10.1.10.1 Driver must walk more than twenty (20) feet after dismounting the 2220 Collection Vehicle to access the Container and proceed to push, pull or 2221 otherwise move a Container more than twenty (20) feet to a serviceable 2222 location and return the Container to its storage location after Collection. 2223 10.1.10.2 Topography, steep driveways, below-grade dwellings, or limited 2224 access to public streets prevent driver standard access to Containers in 2225 their standard storage location.
2226 10.2 MFD Garbage Collection Service. In addition to the provisions generally applicable 2227 to this Agreement, the following terms apply specifically to MFD Garbage Collection 2228 Service:
2229 10.2.1 Conditions of Service. Contractor must provide MFD Garbage Collection 2230 Service to all MFD Service Units in the Service Area whose Garbage is properly 2231 containerized in Garbage Collection Containers, where the Garbage Collection 2232 Containers are accessible. The Maximum Service Rates for Contractor’s MFD 2233 Garbage Collection Services are set forth in Exhibit 1. 2234 10.3 MFD Recyclable Materials Collection Service. In addition to the provisions 2235 generally applicable to this Agreement, the following terms apply specifically to MFD 2236 Recyclable Materials Collection Service:
2237 10.3.1 Conditions of Service. Contractor must provide MFD Recyclable 2238 Materials Service to all MFD Service Units in the Service Area whose Recyclable 2239 Materials are properly containerized in Recyclable Materials Collection Containers 2240 except as set forth below, where the Recyclable Materials Collection Containers 2241 are accessible. The Maximum Service Rates for Contractor’s MFD Recyclable 2242 Materials Services are set forth in Exhibit 1.
2243 10.3.2 MFD Recyclable Materials Service Mandatory Subscription. All MFD 2244 Service Recipients subscribing to MFD Solid Waste Collection Service must 2245 receive, at minimum, weekly Collection of Recyclable Materials as outlined in 2246 Section 10.1.2. MFD Recyclable Materials Service shall be provided at the 2247 Maximum Service Rates set forth in Exhibit 1. The actual configuration of 2248 Recyclable Materials Collection Container sizes to be provided will be based on 2249 the total equivalent volume and configured in a manner determined by the Service 2250 Recipient in consultation with Contractor at Maximum Service Rates set forth in 2251 Exhibit 1.

GreenWaste Recovery, LLC
CDD26-274 – Solid Waste Collection Services
Expires on 06/30/2037
504
2252 10.4 MFD Organic Waste Collection Service. In addition to the provisions generally 2253 applicable to this Agreement, the following terms apply specifically to MFD Organic Waste 2254 Collection Service:
2255 10.4.1 Conditions of Service. Contractor must provide MFD Organic Waste 2256 Collection Service to all MFD Service Units in the Service Area whose Organic 2257 Waste is properly containerized in Organic Collection Containers, where the 2258 Organic Waste Collection Containers are accessible. Contractor will charge for 2259 Collection of Organic Waste at the Maximum Service Rates specified in Exhibit 1. 2260 Contractor agrees that not all Service Units will elect to receive Organic Waste 2261 Collection Service in Carts, and that Contractor will provide Organic Waste 2262 Collection Bins upon request and as necessary.
2263 10.4.2 MFD Organic Waste Service Mandatory Subscription. All MFD Service 2264 Recipients subscribing to MFD Solid Waste Collection Service must receive 2265 weekly Collection of Organic Waste Materials as outlined in Section 10.1.2. MFD 2266 Organic Waste Service shall be provided at the Maximum Service Rates set forth 2267 in Exhibit 1. The actual configuration of Organic Waste Collection Container sizes 2268 to be provided will be based on the total equivalent volume and configured in a 2269 manner determined by the Service Recipient in consultation with Contractor at 2270 Maximum Service Rates set forth in Exhibit 1.
2271 10.4.3 Internal Food Waste Sorting Interventions. Per the Education and 2272 Outreach Plan, Contractor must make available, upon request, interventions that 2273 support proper sorting of Food Waste, including aids to support reduction in odor 2274 and pests, at no additional cost.
2275 10.4.4 Drop-off Holiday Tree Collection. At no additional cost, Contractor shall 2276 provide holiday tree drop-off service to MFD Dwelling Units for the two weeks 2277 following December 26 each year, using Contractor-provided Debris Boxes placed 2278 at locations approved by City.
2279 10.4.5 MFD Bulky Waste Collection Service. In addition to the provisions 2280 generally applicable to this Agreement, the following terms apply specifically to 2281 MFD Bulky Waste Collection Service:
2282 10.4.5.1 Conditions of Service. Contractor must provide MFD Bulky Waste 2283 Collection Service to all MFD Service Units in the Service Area whose Bulky 2284 Waste has been placed within three (3) feet of the curb, swale, paved 2285 surface of the public roadway, closest accessible roadway, or other such 2286 location agreed to by Contractor and Service Recipient, that will provide 2287 safe and efficient accessibility to Contractor's Collection crew and vehicle. 2288 Upon property manager request, each MFD Service Unit is annually entitled GreenWaste Recovery, LLC
CDD26-274 – Solid Waste Collection Services
Expires on 06/30/2037
505
2289 to receive up to two (2) Bulky Waste Collections, at two separate times in 2290 the Calendar Year, of up to four (4) Bulky Items per five (5) Dwelling Units 2291 within the MFD Service Unit, with a maximum of up to twenty (20) Bulky 2292 Items per MFD Bulky Waste Collection Services occurrence. For example, 2293 if an MFD Service Unit contains 300 Dwelling Units, only twenty (20) Bulky 2294 Items will be eligible for Collection per service occurrence, for a total of forty 2295 (40) eligible Bulky Items during the course of the Calendar Year. Contractor 2296 may provide this service via Roll-Off or flatbed, whichever is operationally 2297 appropriate. For additional Collection in any Calendar Year, the Contractor 2298 shall receive compensation from the Customer at the Maximum Service 2299 Rates set in Exhibit 1.
2300 10.4.6 Scheduling of Service. Bulky Waste Collection Service will be provided 2301 on the next regular Collection day if the request is received at least five (5) 2302 Workdays in advance of the next regular Collection day. 2303 10.4.6.1 Contractor shall annually notify and educate property 2304 management and/or property owners of every MFD Service Unit of the 2305 availability of the MFD Bulky Waste Collection Service and shall report to 2306 the City any MFD Service Unit that declines to participate at in at least one 2307 Bulky Waste Collection Service per year as part of Contractor’s annual 2308 reporting documentation, as described in Section 23.7.2.1. 2309 10.4.7 Bulky Waste Containing Freon. In the event Contractor Collects Bulky 2310 Waste that contains Freon, Contractor must handle such Bulky Waste in a manner 2311 such that the Bulky Waste is not subject to regulation as Hazardous Waste under 2312 applicable State and federal laws or regulations.
2313 10.4.8 Reuse Protocol. Contractor shall make every effort to promote the reuse of 2314 Collected Bulky Items by following the Reuse Protocol pursuant to Section 9.4.5. 2315 10.4.9 Disposal of Bulky Waste. Contractor shall not landfill such Bulky Waste 2316 unless the Bulky Waste cannot be reused or recycled. 2317 10.5 On-Call Household Hazardous Waste (HHW). The Contractor shall provide on-call 2318 Collection of HHW in accordance with Exhibit 7. Each MFD Service Unit in the Service 2319 Area shall be entitled to receive free on-call HHW Collection Service a maximum of one 2320 (1) collection time per Calendar Year. In accordance with the Maximum Service Rates set 2321 in Exhibit 1, Contractor shall be compensated for the cost of providing on-call HHW 2322 Collection Service in excess of one (1) time per Calendar Year to any Service Unit. 2323 10.5.1 Contractor shall notify and educate property management or owners of 2324 every MFD Service Unit of the availability of the MFD On-Call HHW Service and GreenWaste Recovery, LLC
CDD26-274 – Solid Waste Collection Services
Expires on 06/30/2037
506
2325 shall report to the City any MFD Service Unit that declines to participate in at least 2326 one On-Call HHW Service per Calendar Year as part of Contractor’s annual 2327 reporting documentation, as laid out in Section 23.7.2.1. 2328 Article 11. Commercial Service
2329 11.1 Commercial Conditions of Service. Unless expressly set forth elsewhere in this 2330 Agreement, Contractor must provide Commercial Collection Services to all Commercial 2331 Service Units in the Service Area. In addition to the provisions generally applicable to this 2332 Agreement, the following terms apply specifically to Commercial Service:
2333 11.1.1 Non-Exclusive Service. Contractor and City acknowledge that as of the 2334 Commencement Date, Contractor does not have the right of exclusive Collection 2335 of Commercial Garbage provided in Roll-Off Containers, Commercial Recyclable 2336 Materials (in any Container), or Commercial Organic Waste (in any Container), but 2337 that at some future date some or all of these services may become exclusive to 2338 Contractor in accordance with Section 3.1.3 of this Agreement. Maximum Service 2339 Rates set forth in Exhibit 1 detail the maximum rates the Contractor may charge 2340 for non-exclusive services, but do not prevent the Contractor from charging less 2341 than the Maximum Service Rates for such non-exclusive services to allow the 2342 Contractor to remain competitive in the market. Contractor warrants, however, that 2343 if it charges less than the Maximum Service Rates for such non-exclusive services, 2344 any forgone revenue shall not be recovered or recoverable via Contractor’s 2345 Collection Service Rates charged other Service Recipients. 2346 11.1.2 Provision of Service. Contractor must provide Commercial Garbage 2347 Collection Service, Commercial Recyclable Materials Service, and Commercial 2348 Organic Waste Collection Service to all Commercial Service Units in the Service 2349 Area whose Garbage, Recyclable Materials, and Organic Waste are properly 2350 containerized in Collection Containers as appropriate where the Collection 2351 Containers are accessible as set forth in Section 11.1.9. Contractor must offer 2352 Garbage, Recyclable Materials, and Organic Waste Carts in 32-, 64-, and 96- 2353 gallon sizes. Contractor must offer Garbage and Recyclable Materials Bins in 1-, 2354 1.5-, 2-, 3-, 4-, and 6-cubic-yard sizes and must offer Organic Waste Bins in 1-, 2355 1.5, 2-, and 3-cubic-yard sizes. Contractor may offer Roll-off Containers in 10-, 20- 2356 , 30-, and 40-cubic-yard sizes. Contractor may also either provide Collection 2357 Service from Compactors that are owned by Commercial Service Units or provide 2358 Compactors for Commercial Service Units to use for Collection Service, for the 2359 Maximum Service Rates set forth in Exhibit 1. The size of the Container (above 2360 the minimum) and the frequency of Collection will be determined between the 2361 Service Recipient and Contractor. However, the size and frequency must be 2362 sufficient to provide that no Garbage, Recyclable Materials, or Organic Waste need 2363 be placed outside the Collection Container. The base Commercial Collection GreenWaste Recovery, LLC
CDD26-274 – Solid Waste Collection Services
Expires on 06/30/2037
507
2364 Service will include Commercial Recyclable Materials Service as described in 2365 Section 11.3 below, and Commercial Organic Waste Collection Service as 2366 described in Section 11.4 below.
2367 11.1.3 Mandatory Service for Commercial Service Units. Commercial Garbage 2368 Collection Service shall be provided in Garbage Containers at the size and 2369 frequency as requested by the Commercial Service Recipient. Commercial 2370 Recyclable Materials Collection Service, when provided by Contractor, shall be 2371 provided, as a minimum standard, in one (1) 96-Gallon Blue Recyclable Materials 2372 Cart. Commercial Organic Waste Collection Service, when provided by Contractor, 2373 shall be provided, as a minimum standard, in one (1) 32-Gallon Green Organic 2374 Waste Cart. Minimum standard service levels shall be included in the Maximum 2375 Service Rates for Garbage Collection Service. Containers and collection 2376 frequencies in excess of the minimum standard shall be available at an additional 2377 cost, in accordance with Section 11.1.4. Should Commercial Recyclable Materials 2378 or Commercial Organic Waste at some future date become exclusive to Contractor 2379 in accordance with Section 3.1.3 of this Agreement, City and Contractor shall meet 2380 and confer in accordance with Section 28.1 to modify the Maximum Service Rates 2381 such that Commercial Recyclable Materials Collection Service and Commercial 2382 Organic Waste Collection Service in excess of the minimum standard are offered 2383 at a increased rate proportionate to the volumes already included in the Maximum 2384 Service Rates for Garbage Collection Service. The provisions of Section 27.6 shall 2385 apply to this Section.
2386 11.1.4 Additional Service and Waivers. Additional services may be requested 2387 by the Commercial Service Recipient. Additional Collection Containers or different 2388 size Collection Containers are subject to the applicable Maximum Service Rates 2389 set forth in Exhibit 1. Recyclable Materials Collection Service and Organic Waste 2390 Collection service may be provided in smaller sizes than the standard in rare cases 2391 where space constraints or minimal generation of materials warrant such reduction 2392 in size. To be exempted from Commercial Recyclable Materials Service or 2393 Commercial Organic Waste Collection Service, Service Recipient must apply for 2394 an exemption with the City. All such waivers, Self-Haul, or alternative hauler 2395 applications must be approved by the City.
2396 11.1.5 Hours of Collection. Commercial Collection Service must be provided 2397 commencing no earlier than 5:00 a.m., and terminating no later than 6:00 p.m., 2398 Monday through Saturday, except for Holidays. If the Commercial Collection 2399 Service is within 400 feet of an SFD or MFD Premises, then Collection service will 2400 be provided no earlier than 6:00 a.m. Monday through Friday, and no earlier than 2401 8:00 a.m. and no later than 5:00 p.m. on Saturday. The City may require additional 2402 restrictions on Collection hours in areas impacted by commute traffic, road repair, 2403 and around schools, or where continued noise complaints about Collection GreenWaste Recovery, LLC
CDD26-274 – Solid Waste Collection Services
Expires on 06/30/2037
508
2404 Vehicles have occurred. The hours, day, or both of Collection may be extended 2405 due to extraordinary circumstances or conditions with the prior verbal or written 2406 consent of the Agreement Administrator.
2407 11.1.6 Frequency and Scheduling of Service. Commercial Collection Service 2408 must be provided as deemed necessary and determined between Contractor and 2409 the Commercial Service Unit, but such service must be received no less than one 2410 (1) time per week with no exception for Holiday(s) as set forth herein, except that 2411 Collection service scheduled to fall on a Holiday may be rescheduled as 2412 determined between the Service Unit and Contractor as long as the minimum 2413 frequency requirement is met. The size of the Container and the frequency (above 2414 the minimum) of Collection will be determined between the Commercial Service 2415 Unit and Contractor. However, size and frequency must be sufficient to provide that 2416 no Solid Waste needs be placed outside the Collection Container. 2417 11.1.7 Manner of Collection. Contractor must provide Commercial Collection 2418 Service consistent with Section 8.08 of the West Sacramento Municipal Code with 2419 as little disturbance as possible and must leave any Collection Container in an 2420 upright position, with the lid closed, at the same point it was originally located, 2421 without obstructing alleys, roadways, driveways, sidewalks, or mailboxes. 2422 11.1.7.1 Any damage caused by Contractor to Service Recipient property 2423 shall be repaired or replaced promptly and reported to the City per the 2424 requirements of Section 5.15 and/or Section 23.4.2.12, as applicable. 2425 11.1.8 Containers and Compactors. Contractor must provide Containers as 2426 part of the Commercial Collection Maximum Service Rates set forth in Exhibit 1, 2427 as applicable. Service Recipients may own and provide their own Compactor 2428 provided that the Service Recipient is completely responsible for its proper 2429 maintenance, and that such Compactor is of a type that is compatible with 2430 Contractor's equipment.
2431 11.1.9 Accessibility. Contractor must Collect all Containers that are readily 2432 accessible to Contractor's crew and vehicles and not blocked by other items, at 2433 such location agreed to by Contractor and Service Recipient, which will provide 2434 safe and efficient accessibility to Contractor's Collection crew and vehicle. 2435 Contractor shall dismount from Collection Vehicle to remove Containers from an 2436 enclosure or otherwise reasonably prepare accessible Containers for Collection. 2437 Contractor must provide Commercial Collection Service to Containers placed 2438 inside of enclosures located along the driven path in the Commercial Service Unit 2439 Premises. Should access to Containers housed within an enclosure become a 2440 recurrent issue due to improper storage or placement of items in the enclosure by 2441 the Service Recipient or other obstruction, Contractor shall work with the Service GreenWaste Recovery, LLC
CDD26-274 – Solid Waste Collection Services
Expires on 06/30/2037
509
2442 Recipient and/or City to make adjustments to all allow for access within the 2443 enclosure or determine an alternative, accessible service location. Should limited 2444 enclosure access be a result of the Contractor’s own placement of Containers, the 2445 Contractor must rearrange Containers as necessary in order to provide Collection 2446 Service.
2447 11.1.9.1 Contractor may not automatically discontinue Collection Service 2448 to Containers that the Contractor deems inaccessible. Contractor shall 2449 make clear to the individual Service Recipient what conditions are 2450 necessary to prepare Containers for Collection and shall work 2451 collaboratively with the Service Recipient to identify a Collection location 2452 that will provide safe and efficient access to Contractor's Collection crew 2453 and Collection Vehicle. Contractor may also share with the Service 2454 Recipient the additional service options that are available at an additional 2455 cost as described in Section 11.1.10. Contractor shall report to the City any 2456 issues related to service location that prevent reasonable access to the 2457 Collection crew and Collection Vehicle in accordance with reporting 2458 requirements in Section 23.3.2.2. Should Contractor discontinue Collection 2459 service due to accessibility issues without first consulting the Service 2460 Recipient, Administrative Charges may be charged in accordance with 2461 Exhibit 5.
2462 11.1.10 Push Services and Similar Services. Notwithstanding any term or 2463 definition set forth in this Agreement, Contractor must provide push and/or pull 2464 services of Commercial Garbage, Recyclable Materials, and Organic Waste on the 2465 Commercial Service Recipient’s Premises to a Commercial Service Unit at an 2466 additional cost as follows and at the Maximum Service Rates as set forth in Exhibit 2467 1. Contractor is under no obligation to provide Collection Services under the 2468 following conditions unless Service Recipient has subscribed to “push” or similar 2469 service. If subscribed to by the Service Recipient, Contractor must provide push 2470 Collection Service on the same Workday that curbside Collection would otherwise 2471 be provided to the Commercial Service Unit. Contractor may offer “push” services 2472 where Garbage, Recyclable Materials, and Organic Waste Containers meet any of 2473 the following conditions:
2474 11.1.10.1 Driver must walk more than twenty (20) feet after dismounting the 2475 Collection Vehicle to access the Container and proceed to push, pull or 2476 otherwise move a Container more than twenty (20) feet to a serviceable 2477 location and return the Container to its storage location after Collection. 2478 11.1.10.2 Topography, steep driveways, below-grade dwellings, or limited 2479 access to public streets prevent driver standard access to Containers in 2480 their standard storage location.

GreenWaste Recovery, LLC
CDD26-274 – Solid Waste Collection Services
Expires on 06/30/2037
510
2481 11.2 Commercial Garbage Collection Service. In addition to the provisions generally 2482 applicable to this Agreement, the following terms apply specifically to Commercial 2483 Garbage Collection Service:
2484 11.2.1 Conditions of Service. Contractor must provide Commercial Garbage 2485 Collection Service to all Commercial Service Units in the Service Area whose 2486 Garbage is properly containerized in Garbage Collection Containers, where the 2487 Garbage Collection Containers are accessible. The Maximum Service Rates for 2488 Contractor’s Commercial Garbage Collection Services are set forth in Exhibit 1. 2489 11.3 Commercial Recyclable Materials Service. In addition to the provisions generally 2490 applicable to this Agreement, the following terms apply specifically to Commercial 2491 Recyclable Materials Collection Service:
2492 11.3.1 Conditions of Service. Contractor shall provide Commercial Recyclable 2493 Materials Service to all Commercial Service Units in the Service Area whose 2494 Recyclable Materials are properly containerized in Recyclable Materials Collection 2495 Containers, except as set forth below, where the Recyclable Materials Collection 2496 Containers are accessible. The Maximum Service Rates for Contractor’s 2497 Commercial Recyclable Materials Services are set forth in Exhibit 1. Contractor 2498 will provide enough Collection Containers and at a Collection frequency to allow 2499 for any such Service Unit to utilize Recyclable Materials Collection Services to the 2500 extent that matches the Service Unit’s Recyclable Materials volume generation. 2501 Commercial Recyclable Materials Collection will occur Monday through Saturday 2502 upon request and as necessary. City shall provide Contractor a list, database, or 2503 other resource containing the names and addresses of Commercial Service Units 2504 that are approved by City for exemption from Recyclable Materials Collection. 2505 11.3.2 Commercial Recyclable Materials Service Mandatory Subscription. All 2506 Commercial Service Recipients subscribing to Commercial Garbage Collection 2507 Service from the Contractor must receive weekly Collection of Recyclable 2508 Materials with a minimum of at least one 96-gallon Blue Recyclable Materials Cart 2509 per Service Recipient as part of the Mandatory Commercial Collection Service, 2510 capped at the Maximum Service Rates set forth in Exhibit 1. The actual 2511 configuration of Recyclable Materials Collection Container sizes to be provided will 2512 be based on the total equivalent volume and configured in a manner determined 2513 by the Service Recipient in consultation with Contractor, at Maximum Service rates 2514 set forth in Exhibit 1.
2515 11.4 Commercial Organic Waste Collection Service. In addition to the provisions 2516 generally applicable to this Agreement, the following terms apply specifically to 2517 Commercial Organic Waste Collection Service:

GreenWaste Recovery, LLC
CDD26-274 – Solid Waste Collection Services
Expires on 06/30/2037
511
2518 11.4.1 Conditions of Service. Contractor shall provide Commercial Organic 2519 Waste Collection Service to all Commercial Service Units in the Service Area 2520 whose Organic Waste is properly containerized in Organic Collection Containers, 2521 where the Organic Waste Collection Containers are accessible. Contractor will 2522 charge for Collection of Organic Waste at the Maximum Service Rates specified in 2523 Exhibit 1. Contractor agrees that not all Service Units will elect to receive Organic 2524 Waste Collection Service in Carts, and that Contractor will provide Organic Waste 2525 Collection Bins upon request and as necessary. Contractor will provide enough 2526 Collection Containers and at a Collection frequency to allow for any such Service 2527 Unit to utilize Organic Waste Collection Services to the extent that matches the 2528 Service Unit’s Organic Waste volume generation. Commercial Organic Waste 2529 Collection will occur Monday through Saturday upon request and as necessary. 2530 City shall provide Contractor a list, database, or other resource containing the 2531 names and addresses of Commercial Service Units that are approved by City for 2532 exemption from Organic Waste Collection.
2533 11.4.2 Commercial Organic Waste Service Mandatory Subscription. All 2534 Commercial Service Recipients subscribing to Commercial Garbage Collection 2535 Service from the Contractor must receive weekly Collection of the equivalent 2536 volume of at least one (1) 32-gallon Organic Waste Cart per Service Recipient as 2537 part of the Mandatory Commercial Collection Service, capped at the Maximum 2538 Service Rates set forth in Exhibit 1. The actual configuration of Organic Waste 2539 Collection Container sizes to be provided will be based on the total equivalent 2540 volume and configured in a manner determined by the Service Recipient in 2541 consultation with Contractor, at Maximum Service Rates set forth in Exhibit 1. 2542 Article 12. City Services
2543 12.1 City Collection Services.
2544 12.1.1 Contractor shall provide Garbage, Recyclable Materials, and Organic 2545 Waste Collection Services to all City Service Units set forth in Exhibit 3, or as City 2546 may designate in the future (and where applicable, subject to the conditions in this 2547 Section), where the Containers are not blocked and are accessible by Contractor’s 2548 Collection Vehicles. Collection Services to City Facilities Service shall be limited to 2549 the equivalent of 375 cubic yards of Collection capacity per week across all City 2550 Service Units. Should the City require an increase in service capacity, either 2551 through additional Service Units or increased Collection frequency to existing 2552 Service Units, such change shall be subject to Section 28.1. City may update 2553 Exhibit 3 as needed, as service needs change.
2554 12.1.2 Development Review. Contractor, upon City’s request, shall assist the 2555 City in the review of development project applicants’ plans for projects covered by GreenWaste Recovery, LLC
CDD26-274 – Solid Waste Collection Services
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2556 Public Resources Code § 42911, including commercial and multi-family projects, 2557 to provide for effective and economical accumulation and Collection of Solid 2558 Waste.
2559 12.1.3 Abandoned Waste Notification. Contractor shall direct its Collection 2560 Vehicle drivers to note (i) the addresses of any premises at which the driver 2561 observes that Solid Waste is accumulating; and (ii) the address, or other location 2562 description, at which Solid Waste has been dumped in an apparently unauthorized 2563 manner. Contractor shall deliver the address or description to City within two (2) 2564 Workdays of such observation.
2565 12.1.4 Roll-Off Containers for Large-Scale City Clean-ups and Events. Upon 2566 request from City, and at no additional cost to City, Contractor shall provide Roll2567 Off Containers for large-scale City clean-ups and City-Sponsored Events, provided 2568 that City provides one week of advance notice to Contractor. Examples of large2569 scale City Clean-ups may include creek desilting events, clearance of materials 2570 left after clearing encampments, City-sponsored fire prevention clean-up events, 2571 City Facility move-out days, and other miscellaneous activities on City or public 2572 property that involve large quantities of debris. An example of a City-Sponsored 2573 Event is the annual Earth Day event. Contractor shall provide Carts, Bins and Roll2574 Off Containers, in the appropriate volume and combination for the individual clean2575 up or event, for an annual total volume, by Agreement Year, of up to 1,600 cubic 2576 yards (CY). Containers shall be delivered and picked up on the same day as each 2577 clean-up or event, to prevent unauthorized use of the Containers. Roll-Off 2578 Containers used for drop-off holiday tree Collection, as detailed in Section 9.3.3 2579 and 10.4.4 do not contribute to the total number of events included in this Section. 2580 12.2 City Collection Conditions of Service. In addition to the provisions generally 2581 applicable to this Agreement, the following terms apply specifically to City Collection 2582 Service:
2583 12.2.1 Contractor’s Good Will. In exchange for the good will of the City and the 2584 general public, Contractor voluntarily agrees to provide Solid Waste Collection 2585 under this Article at no cost to the City, excepting excess service as provided in 2586 this Article. Contractor warrants that such service shall neither impact or be 2587 included in the Maximum Service Rates, nor shall the cost of providing such 2588 service be otherwise paid for or subsidized by any other Service Recipients. 2589 12.2.2 Contractor shall receive written permission from the City before placing 2590 any Collection Containers on City-owned property for service, except that no such 2591 permission shall be needed to place Collection Containers at locations specified 2592 for such Containers in Exhibit 3.

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2593 12.2.3 Contractor shall limit the number of trips and the path of travel for 2594 Collection Vehicles in City parking lots.
2595 12.2.4 Container Service. City Facilities shall be provided Solid Waste 2596 Collection generally subject to the same terms and conditions as similar Service 2597 Units regarding Container specifications, repair, replacement, cleanings, and 2598 exchange, provided the City shall not be charged for any requests for such 2599 services.
2600 12.2.5 Frequency of Service. The frequency of Collection may be designated 2601 by the City, but not to exceed six (6) times per week per Container. City may 2602 change the City Service Units receiving service, and the Container volume and 2603 Collection frequency provided to any City Service Unit, by written notice to 2604 Contractor.
2605 12.2.6 Keys to City Facilities. City may issue Contractor sets of keys to facilitate 2606 access to City Service Unit sites. Contractor shall be responsible for the 2607 safekeeping of these keys, and shall pay for the replacement cost of keys if 2608 replacements are needed.
2609 12.2.7 Notification. The Contractor will notify the Agreement Administrator 2610 within one (1) Business Day, by e-mail, of all situations that prevent or hinder 2611 collection from any City Service Unit, unless otherwise directed by City. 2612 Article 13. Temporary Bin and Roll-Off Container Service 2613 13.1 Temporary Bin and Roll-Off Container Placement Requirements. Placement of 2614 Containers in the City right-of-way can cause negative impacts to the neighborhood, 2615 including visibility and safety hazards to the public. The preferred placement location is 2616 on private property, such as the driveway. If the placement of Containers must be in the 2617 City right-of-way (in the street next to the curb), Contractor shall notify the Service 2618 Recipient that they may need an encroachment permit from the City prior to such 2619 placement. Contractor shall not place a Container in the City right-of-way without 2620 confirming proper permitting and requirements per West Sacramento Municipal Code 2621 Section 8.08.
2622 13.2 Temporary Bin and Roll-Off Container Service. Contractor may provide temporary 2623 Bin and Roll-Off Container service to Service Recipients. Contractor may offer temporary 2624 Bins in 1-, 1.5, 2-, 3-, 4-, and 6-cubic-yard sizes, and Contractor may offer temporary Roll2625 Off Containers in 10-, 20-, 30-, and 40-cubic-yard sizes. Contractor shall deliver such Bin 2626 or Roll-Off Container within one (1) Business Day of requested delivery date. The size of 2627 the Container and the frequency of Collection will be determined between the Service 2628 Recipient and Contractor. All Bin and Roll-Off Containers must have a cover that is closed GreenWaste Recovery, LLC
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2629 at all times, except when loading and unloading, per West Sacramento Municipal Code 2630 Section 8.08.110.
2631 13.3 On-Call and Monthly Roll-Off Container Service. Contractor may provide on-call 2632 and monthly Roll-Off Container service to Service Recipients. Contractor may offer on2633 call and monthly Roll-Off Containers in 10-, 20-, 30-, and 40-cubic-yard sizes. Contractor 2634 shall deliver such Roll-Off Container within two Business Days of requested delivery date. 2635 Contractor may also either provide Collection Service from Compactors that are owned 2636 by MFD or Commercial Service Units or provide Compactors for Commercial Service 2637 Units to use for Collection Service. The size of the Container and the frequency of 2638 Collection will be determined between the Service Recipient and Contractor. 2639 13.4 Large Generators, Contamination and Rejected Loads. There shall be a 2640 reasonable expectation for Contractor drivers to not haul Roll-Off Containers intended for 2641 Construction and Demolition materials with obvious Contamination, discerned via a visual 2642 audit upon providing service, that can be resolved onsite prior to hauling. Contractor shall 2643 make a Good Faith effort to support proper sorting of C&D onsite, including source2644 separation as applicable, labeling, instructions, and visual spot-checks. Contractor’s 2645 Sustainability Coordinator or other field representative shall visit five (5) C&D Roll-Off 2646 Service Recipients per month per Section 21.4.1.3, representing either (i) the largest 2647 projects or the Service Recipients with the greatest volume of service associated with the 2648 project, or (ii) projects with Roll-Off Container loads that are commonly rejected or 2649 otherwise reported as Contaminated. Contractor shall prioritize visiting C&D Roll-Off 2650 Service Recipients that have not received a visit from the Contractor within the last six (6) 2651 months to ensure a diverse assortment of Service Recipients are provided applicable 2652 outreach and technical assistance throughout the Term. 2653 13.5 Hours of Collection. Temporary Bin and Roll Off Container Service must be 2654 provided commencing no earlier than 5:00 a.m., and terminating no later than 7:00 p.m., 2655 Monday through Saturday, except for Holidays. If the Commercial Collection Service is 2656 adjacent to SFD or MFD Premises, then Collection service will be provided no earlier than 2657 7:00 a.m. Monday through Friday and 8:00 a.m. on Saturday. The hours, day, or both of 2658 Collection may be extended due to extraordinary circumstances or conditions with the 2659 prior verbal or written consent of the Agreement Administrator. 2660 Article 14. Additional Services
2661 14.1 School Recycling Program. Contractor shall provide or subcontract to an 2662 environmental education firm a school recycling program that includes curriculum, on-site 2663 classroom visits, and technical assistance as detailed in the Education and Outreach Plan 2664 (Exhibit 10). Should this service be subcontracted, subcontractor shall specialize in K-12 2665 education in sustainability. Each school site shall be visited at least two (2) times annually, 2666 and the Contractor or subcontractor shall maintain a contact list and log of progress with GreenWaste Recovery, LLC
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2667 each school site. Contractor shall report to the City any school site that declines a site 2668 visit or other associate support as part of Contractor’s annual reporting documentation, 2669 as described in Article 23. The School Recycling Program shall be specialized and 2670 targeted, and must be approved by the City. Progress on the School Recycling Program 2671 shall be included in the Contractor’s annual Agreement Year Reporting outlined in Section 2672 23.5.2.5.
2673 14.2 Greenhouse Gas (GHG) Emissions. Once each year during the term of the 2674 Agreement, Contractor shall provide to the City a carbon emissions inventory for 2675 operations in connection with performance of services under the Agreement, as well as a 2676 description of Contractor’s activities, both planned and implemented, to reduce its carbon 2677 footprint. The methodology by which Contractor will measure and track GHG Emissions 2678 is detailed in the Sustainability and Compliance Plan (Exhibit 9). The annual carbon 2679 emissions inventory will be provided as part of Contractor’s annual Agreement Year 2680 reporting outlined in Section 23.5.2.5.
2681 14.3 Support in Complying with SB 54. Contractor will, at no cost to the City, provide 2682 support to the City in complying with SB 54. Contractor support may include, but is not 2683 limited to, record-keeping, collection of data, waste stream sampling, and compilation of 2684 reports.
2685 Article 15. Emergency Service
2686 15.1 Revised Services During an Emergency. In the event of a major storm, earthquake, 2687 fire, flood, tornado, other natural or man-made disaster, or other such emergency event 2688 (collectively “Emergency Event”), Contractor will continue to provide Solid Waste 2689 Collection to the maximum extent practicable, and in accordance with FEMA’s Public 2690 Assistance Debris Management Guide (FEMA-325). The Agreement Administrator may 2691 grant the Contractor a variance from regular routes and schedules, which will not be 2692 withheld unreasonably. As soon as practicable after such Emergency Event, Contractor 2693 must advise the Agreement Administrator when it is anticipated that normal routes and 2694 schedules can be resumed. The Agreement Administrator will try through the local news 2695 media to inform the public when regular services may be resumed. The clean-up from 2696 some Emergency Events may require that Contractor hire additional equipment, employ 2697 additional personnel, or work existing personnel on overtime hours to clean debris 2698 resulting from the event. If Contractor secures written authorization and approval from 2699 City through the Agreement Administrator, Contractor will receive additional 2700 compensation above the normal compensation contained in this Agreement to cover the 2701 costs of rental equipment, additional personnel, overtime hours, and other documented 2702 expenses based on the rates set forth in Exhibit 1. City will be given equal priority and 2703 access to resources as with other franchise jurisdictions held by Contractor or its affiliates.

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2704 15.2 Emergency Event Planning. Within sixty (60) days from a request by City, 2705 Contractor shall prepare a draft Emergency Event plan that sets forth procedures for 2706 maintaining regular Collection service and Collection of debris following an Emergency 2707 Event and provide a framework for how the City will respond, clear, remove, and dispose 2708 of debris generated during a disaster. The Emergency Event plan shall address 2709 arrangements to provide needed vehicles and personnel, priorities for clean-up at critical 2710 facilities, and procedures for reimbursement for costs; it shall also describe 2711 communication plans, list key contact persons, and provide maps showing proposed sites 2712 for stockpiling of disaster debris that cannot be transported to the landfill. Contractor shall 2713 coordinate the plan with City’s Public Works Department. The draft plan shall be 2714 presented to the Agreement Administrator for consideration and approval. The final plan 2715 shall be distributed to those employees of Contractor and City who would have a role in 2716 implementing upon the occurrence of an Emergency Event. 2717 15.3 Emergency Event Recovery Support. In the event of an Emergency Event, 2718 Contractor agrees to provide recovery support upon request by Agreement Administrator. 2719 This may include additional hauling of debris, special handling such as wrapping waste 2720 in plastic (i.e., “burrito wrapping”), temporary storage of debris where feasible, additional 2721 disposal, use of different transfer and disposal facilities, and documentation of debris 2722 type, weight, and Diversion. Contractor should follow protocol laid out in the County’s 2723 Operational Area Mass Debris Management Plan (Annex to the Operational Area 2724 Emergency Response Plan) and any subsequent County or City Disaster Debris Plans, 2725 as applied to Solid Waste hauling and handling.
2726 Article 16. Collection Routes
2727 16.1 Service Routes. Contractor must provide City with maps and digital mapping data 2728 precisely defining Collection routes, together with the days and the times at which 2729 Collection will regularly commence, on an annual basis as part of Agreement Year 2730 reporting detailed in Section 23.5.2.3 and upon City request. 2731 16.2 Service Routes Near Schools. Contractor agrees not to schedule Collection 2732 service within 500 feet of a school’s roadway frontage and/or driveways during either the 2733 school’s daily morning student arrival window(s) or the school’s daily afternoon student 2734 departure window(s).
2735 16.3 Initial Route Changes. Contractor agrees not to change any Residential Solid 2736 Waste Collection routes in effect as of the Effective Date of this Agreement prior to July 2737 1, 2028, except for limited route changes that may be necessary for new development 2738 and subject to review and approval by the City. After July 1, 2028, if any re-routing of 2739 Residential Solid Waste Collection is necessary for Collection efficiency, Contractor may 2740 submit to City, in writing, proposed route changes (including maps thereof) not less than 2741 sixty (60) calendar days prior to the proposed date of implementation. Any such initial GreenWaste Recovery, LLC
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2742 routing change is subject to City review and approval, including City’s review and approval 2743 of all associated notification to the applicable Service Recipients. 2744 16.4 Future Service Route Changes. Contractor must submit to City, in writing, any 2745 proposed route change (including maps thereof) not less than sixty (60) calendar days 2746 prior to the proposed date of implementation. Contractor may not implement any route 2747 changes without the prior review and approval of the Agreement Administrator. If the 2748 change will change the Collection day for a Service Recipient, Contractor must notify 2749 those Service Recipients in writing of route changes not less than thirty (30) days before 2750 the proposed date of implementation. All associated notifications must be reviewed and 2751 approved by the Agreement Administrator.
2752 16.4.1 Route map updates as a result of annexation are detailed in Section 2753 8.3.1.
2754 16.5 Collection Route Audits. City reserves the right to conduct audits of Contractor’s 2755 Collection routes. Contractor must cooperate with City in connection therewith, including 2756 permitting City employees or agents designated by the Agreement Administrator to ride 2757 in the Collection Vehicles to conduct the audits. Contractor has no responsibility or liability 2758 for the salary, wages, benefits, or worker compensation claims of any person designated 2759 by the Agreement Administrator to conduct such audits. 2760 Article 17. Collection Equipment
2761 17.1 General Provisions. All equipment used by Contractor in the performance of 2762 services under this Agreement must be of a high quality and meet all Federal, State, and 2763 local regulations and air quality standards, including all applicable provisions of Air Quality 2764 Management District. Collection Vehicles must be designed and operated so as to 2765 prevent Collected materials from escaping from the vehicles. Hoppers must be closed on 2766 top and on all sides with screening material to prevent Collected materials from leaking, 2767 blowing, or falling from the vehicles. All trucks and Containers must be watertight and 2768 must be operated so that liquids do not spill during Collection or in transit. 2769 17.2 Bulky Waste. Vehicles used for Collection of Bulky Waste may not use Compactor 2770 mechanisms or mechanical handling equipment that may damage reusable goods or 2771 release Freon or other gases from pressurized appliances. 2772 17.3 Support Vehicles. Contractor’s support vehicles for all sustainability and field staff 2773 (including coordinators, route supervisors, operations managers, etc.) must be hybrid 2774 electric vehicles, full electric vehicles, or utilize low-carbon (“alternative”) fuel, which must 2775 be renewable natural gas (RNG), liquefied natural gas (LNG), or CNG, unless otherwise 2776 pre-authorized by the City in writing.

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2777 17.4 Collection Vehicles. Contractor must use Collection Vehicles as listed in the 2778 schedule included in Exhibit 7 and may not use any Collection Vehicle that is more than 2779 ten (10) years old during the Term of the Agreement. Contractor shall register all new 2780 Collection Vehicles under this Agreement to its local corporate yard address within the 2781 City. Collection Vehicles must utilize low carbon (“alternative”) fuel, which must be 2782 renewable natural gas (RNG), liquefied natural gas (LNG), CNG, or electric unless 2783 otherwise pre-authorized by the City in writing. If, during the Term of the Agreement, new 2784 technologies are available (such as hybrid or electric powered Collection Vehicles), the 2785 City or the Contractor may request/negotiate implementation of such new Collection 2786 Vehicles, with a corresponding change to the Maximum Service Rates to reflect additional 2787 cost or savings. During the Term, to the extent required by law, Contractor shall provide 2788 its Collection Vehicles to be in full compliance with all Applicable Laws, including State 2789 and Federal clean air requirements that are adopted or proposed to be adopted, including, 2790 but not limited to, the California Air Resources Board Heavy Duty Engine Standards as 2791 currently proposed to be contained in California Code of Regulations, Title 13, Sections 2792 2020 et seq., the California Air Resources Board Advanced Clean Fleets Regulation as 2793 outlined in California Code of Regulations, Title 13, Sections 2013 et seq., the Federal 2794 EPA’s Highway Diesel Fuel Sulfur regulations, and all other applicable air pollution control 2795 laws.
2796 17.4.1 Zero Emission Vehicle Technology Transition. City and Contractor shall 2797 proactively take such steps as are necessary to plan for, and upon City direction 2798 execute, the transition of the Contractor’s Collection Vehicles to reliance on 2799 electricity or other zero emission technologies as a fuel source. Contractor shall 2800 report to the City no less than annually on the status of the transition. The City and 2801 Contractor shall, no less than annually, confer on the degree to which it is 2802 technologically and economically feasible to transition some or all Collection 2803 Vehicles to electricity or other zero emission technology. In determining whether it 2804 is economically feasible to transition Collection Vehicles per this Section, the City 2805 and Contractor shall review and evaluate Contractor’s current and historical 2806 finances and profitability. Upon a determination by the City that it is technologically 2807 and economically feasible to transition some or all Collection Vehicles to electricity 2808 or other zero emissions technology, Contractor shall proceed to purchase and 2809 operate such vehicles on a schedule mutually agreed to by Contractor and City, 2810 and subject to agreement regarding changes in Contractor’s Compensation that 2811 are reasonable and necessary for the transition. Contractor shall be entitled to a 2812 change in Contractor’s Compensation for construction of an electric charging or 2813 other fueling station, subject to the mutual agreement of the City and Contractor 2814 and approval of the City Council. Contractor will coordinate with the City in finding 2815 or constructing a suitable charging or other fueling station for Contractor’s electric 2816 or other zero emission Collection Vehicles.

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2817 17.5 Collection Vehicle On-Board Technology. Contractor must use Collection Vehicles 2818 fitted with GPS tracking devices that can be used to record start and stop times, vehicle 2819 locations, and maximum speed. Contractor shall furnish to the City, at no additional cost 2820 or expense, any software and equipment necessary for City to track the location of 2821 Collection Vehicles in real time and to generate reports as needed. Collection Vehicles 2822 must also be fitted with cameras that are programmed to take photos, date and location 2823 stamped, to document violations, including Contamination, Overage, and lids not closed. 2824 GPS and camera data must be made available to City upon request. Failure of Contractor 2825 to make data or information available to City within fifteen (15) Workdays of a request 2826 may result in assessment of Administrative Charges and Penalties as specified in Exhibit 2827 5. City’s request for information shall serve as written notice of requirement to provide 2828 data. Should Contractor be unable to provide data within required timeframe, Contractor 2829 shall request an extension within five (5) Business Days of receipt of the City’s request 2830 detailing the basis for the extension. City shall not unreasonably deny request for such 2831 extension.
2832 17.6 Collection Vehicle Size Limitations / Overweight Vehicle Charge. Contractor may 2833 not use any Collection Vehicle in violation of weight limitations in Applicable Law, including 2834 any weight limitation placed on any public roadway or alley as adopted and posted by 2835 City. The Contractor may exceed the Collection Vehicle size limitation for a limited time 2836 due to extraordinary circumstances or conditions with the prior written consent of the 2837 Agreement Administrator. The limited time may not exceed 120 days. Contractor must 2838 report all instances of overweight vehicles to City as part of its monthly reporting described 2839 in Section 23.4.2.5. Contractor may be assessed Administrative Charges and Penalties 2840 as specified in Exhibit 5. Prior to collecting Administrative Charges and Penalties for 2841 overweight vehicles, the City shall afford Contractor a reasonable opportunity to provide 2842 the Agreement Administrator with documentation of the extraordinary circumstance that 2843 caused the overweight vehicles. Extraordinary circumstances in this case may include, 2844 but are not limited to, heavy rains or high winds that caused excess Green Waste to be 2845 generated, rain to accumulate in open Collection Containers, or normal Collection routes 2846 to be delayed or shortened due to extreme weather conditions. The Agreement 2847 Administrator shall have authority to consider Contractor’s documentation and uphold and 2848 collect the assessed charge, to reduce the charge, or to waive and dismiss the charge. 2849 The Agreement Administrator shall also have the authority to waive charges in advance 2850 of an anticipated, or in response to an actual, emergency event. 2851 17.7 Registration; Inspection. All vehicles used by Contractor in providing Solid Waste 2852 Collection under this Agreement, except those vehicles used solely on Contractor’s 2853 Premises, are to be registered with the California Department of Motor Vehicles. In 2854 addition, each such vehicle must be inspected by the California Highway Patrol in 2855 accordance with Applicable Law. Within two (2) Workdays of a request from the 2856 Agreement Administrator, Contractor must provide City a copy of its vehicle maintenance 2857 log and any safety compliance report, including, but not limited to, any report issued under GreenWaste Recovery, LLC
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2858 California Vehicle Code Sections 34500 and following, as well as the biennial “BIT” 2859 inspections conducted by the California Highway Patrol. 2860 17.8 Safety Markings. All Collection equipment used by Contractor must have 2861 appropriate safety markings including, but not limited to, highway lighting, flashing, and 2862 warning lights, clearance lights, and warning flags. All such safety markings must be in 2863 accordance with the requirements of the California Vehicle Code, as may be amended 2864 from time to time.
2865 17.9 Vehicle Signage and Painting. Collection Vehicles must be painted and numbered 2866 without repetition and must have Contractor's name, Contractor’s customer service 2867 telephone number, and the number of the vehicle painted in letters of contrasting color, 2868 at least four (4) inches high, on each side and the rear of each vehicle. No advertising is 2869 permitted other than the name of Contractor, its logo, and its registered service marks, 2870 except for promotional advertisement of the Recyclable Materials and Organic Waste 2871 programs, which is encouraged. City is to approve any promotional material of the 2872 Recyclable Materials and Organic Waste affixed to or painted on Contractor’s Collection 2873 Vehicles and may require such promotion to be utilized from time to time to encourage 2874 correct Recycling, reduce Contamination, and provide relevant education. Contractor 2875 must repaint all vehicles (including vehicle striping) during the Term of this Agreement on 2876 a frequency as necessary to maintain a positive public image, as reasonably determined 2877 by the Agreement Administrator, but not less often than once every five years. 2878 17.10 Vehicle Certification. For each Collection Vehicle used in the performance of 2879 services under this Agreement, Contractor must obtain a certificate of compliance (smog 2880 check) issued pursuant to Part 5 of Division 26 of the California Health and Safety Code 2881 (Section 43000 and following) and regulations promulgated thereunder, and/or a safety 2882 compliance report issued pursuant to Division 14.8 of the California Vehicle Code (Section 2883 34500 and following) and the regulations promulgated thereunder, as applicable to the 2884 vehicle. Contractor must maintain copies of such certificates and reports and must make 2885 such certificates and reports available for inspection upon request by the Agreement 2886 Administrator.
2887 17.10.1 By July 1, 2027, Contractor must submit to the Agreement Administrator 2888 verification that each of the Contractor’s Collection Vehicles has passed the 2889 California Heavy Duty Vehicle Inspection. Thereafter, Contractor must cause each 2890 vehicle in Contractor’s Collection fleet to be tested annually in the California Heavy 2891 Duty Inspection Program and must, upon request, submit written verification to City 2892 within ten (10) Workdays of the completion of such test. Contractor may not use 2893 any vehicle that does not pass such inspection.
2894 17.11 Equipment Maintenance. Contractor must always maintain Collection equipment 2895 in a clean condition and in good repair. All parts and systems of the Collection equipment GreenWaste Recovery, LLC
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2896 must operate properly and be maintained in a condition satisfactory to City. Contractor 2897 must wash all Collection Vehicles at least once a week. 2898 17.12 Maintenance Log. Contractor must maintain a maintenance log for all Collection 2899 Vehicles. The log must always be accessible to City by physical inspection upon request 2900 of Agreement Administrator, and must show, at a minimum, each vehicle’s Contractor2901 assigned identification number, date purchased or initially leased, dates of performance 2902 of routine maintenance, dates of performance of any additional maintenance, and 2903 description of additional maintenance performed.
2904 17.13 Equipment Inventory. On or before July 1, 2027, Contractor shall provide to City 2905 an inventory of Collection Vehicles and major equipment used by Contractor for Collection 2906 or transportation and performance of services under this Agreement. The inventory must 2907 indicate each Collection Vehicle by Contractor-assigned identification number, DMV 2908 license number, the age of the chassis and body, the type of fuel used, the type and 2909 capacity of each vehicle, the number of vehicles by type, the date of acquisition, the 2910 decibel rating, and the maintenance and rebuild status. Contractor must submit an 2911 updated inventory, either via email or via electronic document sharing site (e.g., Dropbox), 2912 to the Agreement Administrator, either annually or more often, at the request of the 2913 Agreement Administrator. Each inventory must also include the tare weight of each 2914 vehicle as determined by weighing at a certified scale used by Contractor. Each vehicle 2915 inventory must be accompanied by a certification signed by Contractor that all Collection 2916 Vehicles meet the requirements of this Agreement.
2917 17.14 Reserve Equipment. Contractor shall have available to it, at all times, reserve 2918 Collection equipment which can be put into service and operation within one (1) hour of 2919 any breakdown. Such reserve equipment must correspond in size and capacity to the 2920 equipment used by the Contractor to perform the contractual duties. 2921 17.15 RNG Fuel Procurement Credits. Contractor agrees to coordinate and cooperate 2922 with the City to meet its Recovered Organic Waste Product procurement target, as 2923 defined in, and required by Applicable Law. In support of that objective, the City will 2924 receive any applicable SB 1383 Recovered Organic Waste Product procurement credits 2925 for all RNG used by the Contractor to power Contractor’s Collection Vehicles as allowed 2926 by the Applicable Law and within the time provided therein. 2927 Article 18. Contractor's Personnel
2928 18.1 Displaced Employees. Contractor shall offer employment to all qualified displaced 2929 employees of the City’s franchisee from the prior Exclusive Solid Waste Collection 2930 Agreement at pay and benefit rates meeting or exceeding prior amounts. Contractors 2931 must retain these displaced employees until such employees leave employment or are 2932 terminated for cause. Contractor shall make information about wage rates, benefits, and GreenWaste Recovery, LLC
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2933 job classifications of employees available to the City prior to any subsequent procurement 2934 for Solid Waste Collection, no later than fifteen (15) days following a request from the City 2935 for such information.
2936 18.2 Personnel Requirements. Contractor shall assign only qualified personnel to 2937 perform all services required under this Agreement and shall be responsible for ensuring 2938 its employees comply with this Agreement and all Applicable Laws related to their 2939 employment and position. Contractor's employees, officers, agents, and subcontractors 2940 shall not identify themselves or in any way represent themselves as being employees or 2941 officials of City. City may request the transfer of any employee of Contractor who 2942 materially violates any provision of this Agreement, or who is wanton, negligent, or 2943 discourteous in the performance of their duties under this Agreement. 2944 18.3 Contract Manager (or Project Manager). Contractor shall designate a qualified 2945 employee to serve as its Contract Manager (or similar title) and must provide the name 2946 of that person in writing to City within thirty (30) days prior to the Commencement Date of 2947 this Agreement, and annually by July 1st of each subsequent Agreement Year of this 2948 Agreement, and any other time the person in that position changes. The Contract 2949 Manager shall serve as the City’s primary contact for the Collection Services under this 2950 Agreement and shall be the Contractor’s primary employee for monitoring and 2951 implementing compliance with this Agreement. The Contract Manager must be available 2952 to the City through the use of telecommunications equipment at all times that Contractor 2953 is providing Solid Waste Collection in the Service Area. The Contract Agreement Manager 2954 must provide City with an emergency phone number where the Contract Manager can be 2955 reached outside of normal business hours.
2956 18.4 Service Supervisor (or General Manager). Contractor shall assign a qualified 2957 employee to serve as its Service Supervisor (or similar title), to be in charge of the 2958 Collection Service within the Service Area, and must provide the name of that person in 2959 writing to the Agreement Administrator on or before the Commencement Date, and 2960 thereafter annually before July 1st of each subsequent Agreement Year of the Term, and 2961 any other time Contractor changes the employee serving in that position. The Service 2962 Supervisor must be available to the Agreement Administrator through the use of 2963 telecommunication equipment at all times that Contractor is providing Solid Waste 2964 Collection. In the event the Service Supervisor is unavailable due to illness or vacation, 2965 Contractor must designate a substitute acceptable to the City who shall be available and 2966 shall have the authority to act in the same capacity as the Service Supervisor. 2967 18.5 Key Operations Staff. Contractor shall identify full-time Key Operations Staff, 2968 consisting at a minimum of: one (1) Route Supervisor (or similar title); one (1) Billing 2969 Manager (or similar title); and one (1) Customer Service Manager (or similar title), each 2970 at least 20% dedicated to the City. Each Key Operations Staff person will provide the GreenWaste Recovery, LLC
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2971 following to City staff: email address, phone number, cell phone number, and office 2972 address.
2973 18.6 Sustainability/Compliance Staff (or Outreach Manager / Coordinator). In 2974 accordance with Section 21.1, Contractor shall provide full-time 2975 Sustainability/Compliance Staff, whose primary duties are dedicated to the City. 2976 18.7 Field Personnel. Contractor’s field operations personnel are required to wear a 2977 clean uniform shirt bearing Contractor’s name. Contractor’s employees who normally 2978 come into direct contact with the public, including drivers, must bear some means of 2979 individual photographic identification, such as a name tag or identification card. Each 2980 driver of a Collection Vehicle must at all times carry a valid California driver's license and 2981 all other required licenses for the type of vehicle that is being operated. 2982 18.8 Availability of Staff in Service Area. The Service Supervisor, Route Supervisor, or 2983 other designated substitute acceptable to the City must be capable of being physically 2984 located in the Service Area within thirty (30) minutes at any given time during the Workday 2985 to respond to Collection issues, respond to emergencies, or otherwise be available to 2986 field operations and/or City staff.
2987 18.9 Labor Certifications. Contractor certifies: (i) it is aware of the provisions of Section 2988 3700 of the California Labor Code that require every employer to be insured against 2989 liability for Workers' Compensation or to undertake self-insurance in accordance with the 2990 provisions of that Code; (ii) in the performance of the Services, Contractor shall not, in 2991 any manner, employ any person or contract with any person such that any part of this 2992 Agreement is performed by such a person as would be subject to the workers' 2993 compensation laws of the State of California unless and until Contractor gives City a 2994 certificate of consent to self-insure or a certificate of Workers' Compensation Insurance 2995 Coverage; and (iii) in the event Contractor hires any subcontractor who has employees 2996 to perform any part thereof, then Contractor shall either require the subcontractor to 2997 obtain Workers' Compensation Insurance Coverage, or must obtain Workers' 2998 Compensation Insurance Coverage for the subcontractor's employees. Before 2999 commencing performance under this Agreement, Contractor shall provide to the City 3000 evidence of any Workers' Compensation Insurance Coverage required by or for this 3001 Agreement, and all such coverage shall be endorsed with a waiver of subrogation in favor 3002 of City for all work performed by Contractor, its employees, its agents, and its 3003 subcontractors.
3004 18.10 Subcontractors. Contractor shall not subcontract any portion of this Agreement 3005 without the prior written approval of the Agreement Administrator. Contractor is fully 3006 responsible to City for the performance of any and all subcontractors, if any, and shall 3007 require any subcontractors to maintain all applicable federal, state, and local licenses 3008 required for the work they are assigned to perform. Contractor shall require any GreenWaste Recovery, LLC
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3009 subcontractors performing work in the City to enter into a written contract that requires 3010 such subcontractors to agree they are independent contractors and have no other agency 3011 relationship with City.
3012 CUSTOMER SERVICE, SUSTAINABILITY, AND DIVERSION
3013 Article 19. Customer Service Program and Complaint 3014 Resolution
3015 19.1 Contractor’s Office. Contractor shall maintain a business office that handles 3016 customer service inquiries via telephone and email. The office must have responsible 3017 persons in charge during Collection hours, and must be open during normal business 3018 hours (8:00 a.m. to 5:00 p.m. on Monday through Friday). Contractor shall also provide a 3019 drop box or other physical drop-off service at West Sacramento City Hall where Service 3020 Recipients may pay bills.
3021 19.2 Professionalism. Contractor shall use its best efforts to ensure that all employees 3022 present a neat appearance and conduct themselves in a courteous manner. Customer 3023 Service training shall include Service Recipient courtesy, shall prohibit the use of loud or 3024 profane language, and shall instruct Collection crews to perform the work quietly. 3025 19.3 Customer Service Call Center. Contractor must maintain a Customer Service call 3026 center within California. Such call center must be live and adequately staffed to meet the 3027 performance standards laid out in Section 19.7 during normal business hours (8:00 a.m. 3028 to 5:00 p.m. on Monday through Friday).
3029 19.4 Emergency Contact. Contractor must provide the Agreement Administrator with an 3030 emergency phone number where the Contractor can be reached outside of the required 3031 office hours.
3032 19.5 Telephone. The Contractor shall maintain a toll-free telephone system during office 3033 hours via its call center. The Contractor shall develop a premiere queue for tracking and 3034 reporting West Sacramento-specific Customer calls. Customers must be able, with 3035 reasonable convenience, to reach the Contractor’s call center by phone during office 3036 hours. Calls received after normal business hours must be addressed the next Business 3037 Day morning.
3038 19.5.1 Multilingual/Telecommunications Device for the Deaf (TDD) Service. 3039 Contractor must always maintain the capability of responding to telephone calls in 3040 English, Spanish, Russian, and such other languages as City may direct. 3041 Contractor must always maintain the capability of responding to telephone calls 3042 through TDD Services.

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3043 19.5.2 Phone Number(s). Contractor’s service and emergency telephone 3044 numbers must be accessible by a local (City) phone number or toll-free number. 3045 The service telephone number(s) must be listed in the area’s telephone directories 3046 under Contractor’s name in the White Pages, available through an online search, 3047 and listed on the Contractor’s website.
3048 19.6 Service Recipient Calls. During business hours, Contractor must maintain a 3049 telephone answering system capable of accepting at least five (5) incoming calls at one 3050 time. Contractor must record all calls, including any inquiries, service requests, or 3051 complaints, into a customer service log.
3052 19.6.1 Hold Period. After a two (2) minute hold period, Customers will be 3053 provided with a “call back” option. The “call back” option shall be provided between 3054 9:00 a.m. and 5:00 p.m. and will identify the approximate wait time. If the Customer 3055 chooses this “call back” feature, they will be called back in their current order and 3056 placed at the front of the queue for the next available Customer Service 3057 Representative. For all messages left before 3:00 p.m., all “call backs” must be 3058 attempted a minimum of one time prior to 5:00 p.m. on the day of the call. For 3059 messages left after 3:00 p.m., all “call backs” must be attempted a minimum of one 3060 time prior to noon the next Business Day.
3061 19.7 Performance Standards. Contractor shall be expected to meet the following 3062 performance standards, which are also included in Exhibit 5, relative to Customer Service:
3063 19.7.1 Average Speed of Answer: Three (3) minutes or less 3064 19.7.2 Call Abandonment Rate: Below fifteen percent (15%) 3065 19.7.3 First Call Resolution Rate: Above ninety percent (90%) 3066 19.7.4 Initial Response to a Complaint: Within one (1) Business Day 3067 19.7.5 Resolution of a Complaint: Within three (3) Business Days 3068 19.7.6 Unachieved Performance Standards. Contractor shall report on the 3069 customer service performance standards in this Section 19.7 and in Exhibit 5 in 3070 accordance with the quarterly reporting requirements laid out in Section 23.4.2.1. 3071 If Contractor fails to meet the requirements of Section 19.7 in any given month, 3072 City and Contractor will meet and confer to discuss options for addressing 3073 inadequate service, including hiring additional CSRs. Penalties, as allowed for in 3074 Article 22 and listed in Exhibit 5, may be levied for Contractor’s failure to meet 3075 these customer service standards.

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3076 19.7.7 Directing Calls to the City. Contractor shall not direct Customer calls to 3077 the City for information or resolution. Should Service Recipient concerns escalate 3078 to such a level that may impact or concern the City, Contractor shall confer with 3079 Agreement Administrator to cooperatively arrive at a solution. 3080 19.8 Customer Phone Number and Email Addresses. Contractor shall record and 3081 catalog all Customer phone numbers and email addresses alongside Customer names 3082 and mailing addresses, such that Contractor can more easily and quickly send out 3083 updates and announcements as needed. Contractor shall cooperate with City to send out 3084 via phone, text or email any service-related updates and announcements City may deem 3085 necessary, and Contractor shall make a list of Customer names paired with each 3086 Customer’s known phone number(s) and email addresses(s) available to City upon 3087 request.
3088 19.9 Customer Information. Contractor shall not market, sell, convey, donate, or 3089 disclose to any person or entity any list with the names, addresses, phone numbers, or 3090 email addresses of Customers or information regarding the composition or content of 3091 Customers’ waste unless required by Applicable Law, the City, or a court of competent 3092 jurisdiction.
3093 19.10 Service Inquiries and Complaints. All service inquiries and complaints will be 3094 directed to Contractor. A representative of Contractor must be available to receive the 3095 complaints during normal business hours. All service complaints will be handled by 3096 Contractor in a prompt and efficient manner. All cases must be addressed and resolved 3097 within three (3) Workdays. In the case of a dispute between Contractor and a Service 3098 Recipient, the matter will be reviewed, and a decision made, by the Agreement 3099 Administrator. Reporting against the performance measure listed herein shall per reported 3100 on quarterly in accordance with Section 23.4.2.1.
3101 19.10.1 Record of Complaints. Contractor shall record in a separate log all 3102 Complaints, noting the name and address of Complainant, the date and time of 3103 Complaint, and the date of resolution of the Complaint. This Complaint log shall be 3104 retained by Contractor for seven (7) years. City shall reserve the right to examine 3105 and make copies of any portion of the Complaint log at any time. Customer service 3106 log must be submitted to the City on a quarterly basis in accordance with 23.4.2.8. 3107 19.10.2 Response to Complaints. Contractor shall respond to all Customer 3108 Complaints within one (1) Business Day.
3109 19.10.3 Complaint Escalation. Should a Customer have to call Contractor back 3110 more than once to have a Complaint resolved, Contractor shall escalate the 3111 Complaint and involve the CSR’s supervisor. Escalated complaints shall be 3112 resolved within two (2) Business Days.

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3113 19.10.4 Missed Collections. For those Complaints related to missed Collections, 3114 where Containers are properly set out in a timely manner, that are received by 3115 12:00 p.m. (noon) on a Business Day, Contractor will return to the Service Unit 3116 address and Collect the missed materials before leaving the Service Area for the 3117 day. For those Complaints related to missed Collections that are received after 3118 12:00 p.m. (noon) on a Business Day, Contractor will have until the end of the 3119 following Workday to resolve the Complaint. If operationally feasible, Contractor 3120 will resolve missed pickups that were reported on Fridays after 12:00 p.m. (noon) 3121 by Collecting missed materials with available Commercial route personnel or 3122 supervisory staff that is performing Collection service on the Saturday following the 3123 Friday missed pickup.
3124 19.10.4.1 Contractor agrees that it is in the best interest of City that all 3125 Garbage, Recyclable Materials, and Organic Waste be Collected on the 3126 scheduled Collection day. Accordingly, missed Collections will normally be 3127 Collected as set forth above regardless of the reason that the Collection 3128 was missed. However, in the event a Service Recipient requests missed 3129 Collection service more than two (2) times in any consecutive two (2) month 3130 period, the Agreement Administrator will work with Contractor to determine 3131 an appropriate resolution to that situation. In the event Contractor believes 3132 any complaint to be without merit, Contractor will notify the Agreement 3133 Administrator by email. The Agreement Administrator will investigate all 3134 disputed complaints and render a decision.
3135 Article 20. Diversion Requirements
3136 20.1 Warranties and Representations. Contractor warrants that it is aware of and 3137 familiar with City's waste stream, and that it has the ability, and shall use commercially 3138 reasonable efforts to provide and employ, sufficient programs and services to ensure City 3139 will meet or exceed City’s Diversion goals and requirements (including, without limitation, 3140 amounts of Solid Waste to be Diverted, timeframes for Diversion, and any other 3141 requirements) as set forth in this Article, Applicable Law, and CalRecycle Regulations, 3142 and that Contractor will do so without imposing any costs or fees other than those set 3143 forth in Exhibit 1. Contractor hereby agrees to assist the City to meet or exceed, on an 3144 annual basis, the Diversion Compliance, by undertaking the actions set forth in Section 3145 20.3. Where the Diversion Compliance is modified by a Change in Law, Contractor agrees 3146 to develop and implement such actions, programs, and measures as are necessary to 3147 bring City into compliance with the modified Diversion Compliance, and City agrees that 3148 it will meet and confer with Contractor for a period not to exceed ninety (90) days 3149 regarding such actions, programs, and measures, their implementation, and adjustments 3150 to rates reasonably necessary to effectuate same in accordance with Section 28.2. 3151 Contactor understands and agrees that meeting or exceeding Diversion goals and GreenWaste Recovery, LLC
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3152 requirements is a fundamental purpose of this Agreement and that actions by Contractor, 3153 of failures to act, that frustrate this purpose would be a material breach of this Agreement. 3154 20.1.1 City’s Diversion Goals. The City's commitment to the Diversion of waste 3155 and to compliance with State law requires the establishment of programs for waste 3156 reduction, Diversion, Recycling, and salvaging residential, commercial, 3157 construction and demolition materials. Through this Agreement, the City has a goal 3158 to establish thirty-five percent (35%) Diversion in Agreement Year 1 and increase 3159 Diversion by nine percent (9%) over the course of the Term. 3160 20.2 Contractor’s Diversion Guarantee. Contractor shall fully implement the 3161 Sustainability and Compliance Plan (Exhibit 9), the Education and Outreach Plan (Exhibit 3162 10), and the Contamination Reduction Plan (Exhibit 11) in order to meet the Diversion 3163 Guarantee as follows.
3164 20.2.1 Agreement Year 1 shall be considered a transition year, and Contractor 3165 shall not be held responsible to meet a Diversion Guarantee, such that all efforts 3166 can be focused on implementing all programs associated with this Agreement. 3167 20.2.2 In Agreement Year 2, Contractor shall be responsible for Diverting from 3168 Disposal at least thirty-six percent (36%) of all materials the Contractor Collects 3169 from all services under the provisions of the Collection Agreement, starting July 1, 3170 2028.
3171 20.2.3 Thereafter, the diversion requirement shall increase annually by one 3172 percent (1%) through the remaining term of the Collection Agreement.

Agreement Year Term of Agreement Year Diversion Guarantee 1 July 1, 2027 – June 30, 2028 N/A
2 July 1, 2028 – June 30, 2029 36%
3 July 1, 2029 – June 30, 2030 37%
4 July 1, 2030 – June 30, 2031 38%
5 July 1, 2031 – June 30, 2032 39%
6 July 1, 2032 – June 30, 2033 40%
7 July 1, 2033 – June 30, 2034 41%
8 July 1, 2034 – June 30, 2035 42%
9 July 1, 2035 – June 30, 2036 43%
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10 July 1, 2036 – June 30, 2037 44%
3173 20.2.4 Extensions. Should the City and Contractor extend the Term of the 3174 Agreement as outlined in Section 2.2. the City and the Contractor shall reassess 3175 the Diversion Guarantee and mutually agree upon an updated Diversion 3176 Guarantee applicable to the extended Term.
3177 20.2.5 Diversion Guarantee Calculation. For purposes of determining if 3178 Contractor achieves Contractor’s Diversion Guarantee, the annual Diversion rate 3179 will be calculated using the following formula: "(the tons of materials collected by 3180 Contractor from the provision of Collection Services, both exclusive and non3181 exclusive, in City that are sold or delivered to a recycler or re-user, net of all 3182 Residue), divided by (the total tons of materials collected by Contractor from the 3183 provision of Collection Services in City, both exclusive and non-exclusive), 3184 illustrated as follows:
3185 (Tons of Recyclable Materials Collected, net of Residue) + 3186 (Tons of Organic Waste Collected, net of Residue) + 3187 (Tons of Construction and Demolition Debris Collected, net of Residue) + 3188 (Bulky Waste Collected, net of Residue)
3189 (Total tons of materials Collected by the Contractor) 3190 20.3 Contractor Required Actions. Contractor shall take all of the following actions to 3191 assist the City in meeting, on an annual basis, Diversion Compliance:
3192 20.3.1 Except for Organic Waste Collected from homeless encampments or 3193 material subject to quarantine by the California Department of Food & Agriculture, 3194 and except as provided in Section 5.5.4 and Section 5.12, Collect and deliver all 3195 Organic Waste to the Organic Waste Processing Facility for processing and 3196 Diversion.
3197 20.3.2 Except as provided in Section 5.5.4 and Section 5.12, Collect and deliver 3198 all Recyclable Materials to the Materials Recovery Facility for processing and 3199 Diversion.
3200 20.3.3 Except as provided in Section 5.5.4, Collect and deliver all Garbage to 3201 the Disposal Facility. All other material must go to the appropriate facility for full 3202 processing and Diversion.
3203 20.3.4 Collect and deliver all Construction and Demolition Debris to the 3204 Construction and Demolition Debris Processing Facility identified in Exhibit 8.

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3205 20.3.5 Contractor must take all commercially reasonable and lawful actions to 3206 maximize Diversion of materials from landfills.
3207 20.3.6 Contractor must develop and provide sufficient accurate information and 3208 data as necessary to ensure that Contractor and City annually demonstrate 3209 Diversion Compliance to CalRecycle.
3210 20.3.7 Contractor must implement public education and outreach programs as 3211 required under this Agreement.
3212 20.4 Annual Agreement Year Reporting. Contractor shall calculate the Diversion 3213 Compliance and Diversion Guarantee rates on an annual basis and shall deliver a written 3214 report regarding the same to the City no later than August 31st of the year following the 3215 reporting period as set forth in Section 23.5.2.10. Should Contractor fail to achieve the 3216 Diversion Guarantee, Contractor shall propose program enhancements, in accordance 3217 with Section 23.5.2.10.
3218 20.5 Failure of Recyclables Market. Notwithstanding any other provision of this 3219 Agreement to the contrary, where CalRecycle has determined that there are no 3220 commercially viable markets for a specific type of Recyclable Materials, or with written 3221 notice to City, Contractor is unable to identify a market for one or more Recyclable 3222 Materials despite the exercise of commercially reasonable efforts to process and market 3223 the material, and determines to Dispose of the Recyclable Material(s), such a 3224 determination shall not constitute a failure to implement service, a failure to implement a 3225 program, or an event of default hereunder.
3226 20.6 Failure to Meet Diversion Rate.
3227 20.6.1 CalRecycle Compliance. If CalRecycle determines that City has failed 3228 to meet the Diversion Compliance due to Contractor’s failure to undertake the 3229 actions described in this Section, Contractor must prepare, at Contractor’s cost 3230 and expense, and submit a corrective action plan to City sufficient to 3231 demonstrate Good Faith efforts by City to comply with Diversion Compliance and 3232 that is otherwise acceptable to CalRecycle. Contractor must also submit a written 3233 corrective action plan to the City before September 15 of the year following the 3234 missed minimum Diversion requirement. Contractor’s corrective action plan must 3235 specify all actions Contractor will take to ensure it will meet Diversion 3236 Compliance in the future and shall be subject to the review and approval by the 3237 Agreement Administrator. Contractor must implement all measures identified in 3238 the corrective action plan at its sole cost and expense, unless the failure to meet 3239 Diversion Compliance was due to a Change in Law or due to the negligent acts 3240 or omissions of the City. If Contractor fails to submit an adequate corrective 3241 action plan or to fully implement a City-approved corrective action plan, it shall GreenWaste Recovery, LLC
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3242 subject Contractor to Administrative Charges and Penalties as allowed under 3243 Article 29 and specified in Exhibit 5 in addition to any other remedies available to 3244 the City.
3245 20.6.2 Contractor’s Diversion Guarantee. Contractor has committed to 3246 fulfilling all obligations under this Agreement to achieve the Diversion Guarantee. 3247 Services, programs and terms under this Agreement that have been established 3248 to achieve the Diversion Guarantee include the following:
3249  Bundled SFD Service (Sections 9.1.2 and 9.1.3)
3250  Mandatory Service (Sections 1.69, 10.1.2, and 11.1.3) 3251  Contamination and Overage Program (Section 5.12) 3252  Reuse Protocol (Section 9.4.5 and 10.4.8)
3253  School Recycling Program (Section 14.1
3254  Contract staffing requirements (Section Article 18 3255  Technical Assistance (Section 21.4.1)
3256  Education and Outreach Materials (Section 21.4.2) 3257 20.6.2.1 Through ongoing reporting per Article 23, Contractor shall report 3258 on the status of Diversion Guarantee as well as all implementation 3259 measures associated with Diversion Guarantee, as listed in Section 20.6.2. 3260 Failure to fully implement the programs listed in Section 20.6.2 shall subject 3261 Contractor to Administrative Charges and Penalties as allowed under Article 3262 29 and specified in Exhibit 5.
3263 20.6.2.2 Should Annual Agreement Year Reporting show that the 3264 Contractor failed to achieve the Diversion Guarantee, Contractor shall 3265 propose targeted program enhancements to drive successful achievement 3266 of the Diversion Guarantee in the subsequent Agreement Year. Such 3267 enhancements shall be specific, measurable and transparent as they 3268 relate to the programs listed under Section 20.6.2, or other program areas 3269 that the Contractor believes can be modified to better drive diversion. All 3270 enhancements and program reconfigurations considered in this section 3271 shall fall within the scope of this Agreement, without incurring costs that 3272 would impact the Maximum Service Rates. Contractor shall not implement 3273 new Diversion programs not described in this Agreement without the City’s 3274 prior consent.
3275 20.6.2.3 Changes in Scope to Achieve Diversion Guarantee. If 3276 Contractor fails to achieve the Diversion Guarantee in any Agreement GreenWaste Recovery, LLC
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3277 Year or consecutive Agreement Years, City and/or Contractor may elect to 3278 propose a change in scope to achieve the Diversion Guarantee, per 3279 Section 20.9 and Section 28.1.
3280 20.6.2.4 Adjustment to Diversion Guarantee. If Contractor fails to 3281 achieve the Diversion Guarantee in three consecutive Agreement Years 3282 and the Contractor demonstrates that the shortfall is caused by conditions 3283 outside the Contractor’s reasonable control and the provisions of Sections 3284 20.6.2 and 20.6.2.2 have not resulted in any increase to the Contractor’s 3285 Diversion Guarantee, the parties shall meet and confer to establish a new 3286 Diversion Guarantee that is more reflective of current market realities. 3287 20.6.3 Contractor’s failure to meet the minimum diversion requirements of 3288 Contractor’s Diversion Guarantee set forth in Section 20.2 for two or more 3289 consecutive Agreement Years caused by conditions within the Contractor’s 3290 reasonable control may result in the denial of a Term extension (per Section 2.2). 3291 20.7 Mutual Cooperation. City and Contractor shall each reasonably cooperate in Good 3292 Faith with all efforts of the other Party to meet City's Diversion requirements under 3293 Applicable Law and the Contractor’s obligations under this Article. City's obligations in 3294 this regard shall include, without limitation, making such petitions and applications as may 3295 be reasonably requested by Contractor for time extensions in meeting Diversion goals, or 3296 other exceptions from the terms of Applicable Laws, and to agree to authorize such 3297 changes to Contractor’s Recyclable Materials, Organic Waste, or Garbage programs as 3298 may be reasonably requested by Contractor in order to achieve the minimum 3299 requirements of this Article.
3300 20.8 Contractor’s Diversion Programs. Contractor shall implement the Diversion 3301 programs required under this Agreement to ensure that City and Contractor comply with 3302 all Diversion requirements under Applicable Law and the City meets or exceeds all 3303 minimum Diversion requirements under Applicable Law. Contractor shall furthermore, at 3304 its sole cost and expense, (1) assist the City in responding to inquiries from, or prepare 3305 for and attend any hearing before, CalRecycle or any other regulatory agency relating to 3306 the City’s compliance with Applicable Law; prepare for and participate in CalRecycle’s 3307 review of the City's SRRE; apply for any extension available under Applicable Law; 3308 develop and implement a public awareness and education program consistent with the 3309 City's SRRE and Household Hazardous Waste Element and any related requirements of 3310 Applicable Law; (2) provide the City with Recycling, source reduction, and other technical 3311 assistance as may be needed to comply with Applicable Law; and (3) advise the City of 3312 additional programs or measures Contractor can, if authorized by the City, implement to 3313 increase compliance with the Diversion requirements of Applicable Law.

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3314 20.9 Nothing contained herein shall prohibit Contractor from meeting its Diversion 3315 requirements by any alternative methods or procedures, provided it complies with 3316 Applicable Law, as may be amended from time to time. Contractor’s ability to meet its 3317 Diversion requirements by alternative methods per this Section is subject to Agreement 3318 Administrator review and approval.
3319 Article 21. Sustainability, Outreach, and Compliance 3320 21.1 Sustainability/Compliance Representative. Contractor will hire staff, including at 3321 least one full-time Sustainability/Compliance Representative dedicated one hundred 3322 percent (100%) to this Agreement as of the Commencement Date, to conduct site visits 3323 and provide outreach and education in support of meeting City and CalRecycle Diversion 3324 requirements and to meet State mandates associated with Applicable Law and all 3325 amendments and related subsequent legislation. The Sustainability/Compliance 3326 Representative shall be available as needed to meet with the City and conduct site visits 3327 to implement Recyclable Materials and Organic Waste programs in the Service Area at 3328 least four days a week throughout the year, excluding vacations and Holidays as 3329 applicable.
3330 21.2 Adopted Plans to Support Diversion. Contractor shall provide services in 3331 accordance with the Sustainability and Compliance Plan (Exhibit 9), Education and 3332 Outreach Plan (Exhibit 10), and Contamination Reduction Plan (Exhibit 11). 3333 21.2.1 Annual Plan Updates. Contractor, at its own expense, must prepare, 3334 submit, and implement an annual (Agreement Year) update (“Plan Update”) for the 3335 following three plans: Sustainability and Compliance Plan (Exhibit 9), Education 3336 and Outreach Plan (Exhibit 10) and Contamination Reduction Plan (Exhibit 11). 3337 The Plan Update will guide Contractor’s related efforts for that Agreement Year. 3338 Contractor must submit the first draft Plan Update to the City prior to the 3339 Commencement Date and by May 1st each year thereafter for the Term of the 3340 Agreement. City shall review and provide revisions to draft Plan Update within 3341 thirty (30) days of receipt. City shall review, provide comments, and be given 3342 approval authority for all education and outreach materials. Contractor must revise 3343 and submit final Plan Update to City by June 15, 2027, for first year and then by 3344 June 15 each year thereafter for the Term of the Agreement. 3345 21.3 Sustainability and Compliance Plan. Contractor shall provide services in 3346 accordance with the Sustainability and Compliance Plan (Exhibit 9), updated annually 3347 according to the Plan Update. The Sustainability and Compliance Plan includes measures 3348 to meet Diversion targets, increased Diversion, and increased participation of Service 3349 Recipients in Recyclable Materials and Organic Waste Diversion programs. The following 3350 shall be included in the Sustainability and Compliance Plan and annual Plan Updates.

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3351 21.3.1 Facilitating City’s implementation of its Climate Action and Adaptation 3352 Plan (CAAP). Contractor must document how it will support the City’s goal of 3353 creating a waste-free city, including expanding Organic Waste Collection and 3354 Recyclable Materials Collection in the Commercial and MFD sectors, increasing 3355 Diversion per the Agreement, reducing unnecessary material consumption via 3356 outreach, and assisting in general with CAAP goals and actions. 3357 21.3.2 Tracking GHG Emissions. Contractor must document how it will track, 3358 monitor, and report on emissions per Section 14.2. The reporting of emissions and 3359 associated implementation plans shall be included in the annual reporting process 3360 laid out in Article 23.
3361 21.3.3 Reducing Fleet Impacts and Wear and Tear on Streets. Contractor shall 3362 detail: (i) optimization of routes, (ii) new or anticipated impacts related to City 3363 streets, (iii) ZEV fleet planning, and (iv) vehicle miles traveled to processing and 3364 disposal facilities, as well as any updates related to path of travel. 3365 21.3.4 Approach to Meeting City’s Diversion Requirements. Contractor must 3366 document approach to meeting City’s Diversion requirements by specific Diversion 3367 program type (SFD, MFD, Commercial, Recyclable Material, Organic Waste, Bulky 3368 Waste, etc.) and must be tied to both specific and public education programs. This 3369 must include an implementation schedule showing the specific programs and 3370 tasks, milestones, and timeframes for meeting the Diversion requirements. 3371 21.3.5 Compliance Reviews.
3372 21.3.5.1 General Requirement. At least once annually, beginning in 2027, 3373 Contractor shall review the records of its Commercial and MFD Customers 3374 in City according to the following subsections:
3375 21.3.5.2 AB 1826 Compliance - Customers that are subscribed 3376 for at least two (2) cubic yards per week of combined Solid Waste, 3377 Organic Materials, and Recyclables service: Review records to 3378 determine whether such Customers are subscribed to Organic 3379 Waste Collection service or have an applicable waiver. Contractor 3380 shall include the results of each Compliance Review as part of its 3381 Annual Calendar Year Report per Section 23.7.2.
3382 21.3.5.3 AB 341 Compliance - Customers that are subscribed 3383 to at least four (4) cubic yards per week of combined Solid Waste, 3384 Organic Materials, and Recyclables service: Review records to 3385 determine whether such Customers are subscribed to Recyclable 3386 Materials Collection service or have an applicable waiver.

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3387 Contractor shall include the results of each Compliance Review as 3388 part of its Annual Calendar Year Report per Section 23.7.2. 3389 21.3.5.4 Compliance Notices. Contractor shall send SB 1383, AB 341, and 3390 AB 1826 compliance notices annually to all eligible Commercial entities and 3391 MFDs that do not subscribe to Organic Waste and/or Recyclable Materials 3392 Collection Service with the Contractor and/or do not provide an alternate 3393 method for Diverting Organic Waste or Recyclable Materials, in 3394 conformance with Applicable Law. These notices shall also notify 3395 businesses of requirements under AB 827. Contractor shall mail 3396 notifications annually on or before the last day of February. 3397 21.3.5.5 Site Visit Requirement for Non-Compliance. Contractor shall 3398 conduct a site visit to each Commercial and MFD Customer in City that is 3399 determined to (a) not be enrolled in 3-Container Collection service, and (b) 3400 not be eligible for a waiver based on the City determination. Contractor shall 3401 conduct in-person site visits (i.e., direct Customer contact) to provide 3402 educational material about the law’s requirements to Commercial and MFD 3403 Customers, as further detailed in Section 21.4.1.1. Contractor shall support 3404 the Customer’s regulatory compliance through these site visits, and work 3405 collaboratively with the City to support the City’s enforcement as 3406 appropriate.
3407 21.3.6 Environmental Stewardship. Contractor must describe all environmental 3408 management policies and activities related to the Solid Waste Collection service, 3409 including adhering to the City's adopted Climate Action and Adaptation Plan, use 3410 of Alternative Fuel Vehicles, reduction of air emissions and wear and tear on the 3411 City’s streets, use of recycled products throughout operations, internal waste 3412 reduction and reuse protocol, water and resource conservation activities within 3413 facilities (design, construction and operation), compliance with laws governing E3414 Waste, HHW, and U-Waste, and use of non-toxic products when possible. 3415 21.3.7 Employee Sustainability Practices. Contractor shall detail how it 3416 motivates its employees, including route personnel, around waste diversion, 3417 importance of proper sorting, and environmental stewardship. 3418 21.4 Education and Outreach Plan. Contractor shall provide services in accordance with 3419 the Education and Outreach Plan (Exhibit 10). The Education and Outreach Plan shall 3420 include specific steps designed to increase Diversion, increase participation in the 3421 Diversion programs available through this Agreement, and address “problem areas” such 3422 as Contamination. Planned outreach and education services and outreach materials 3423 should be included as part of the Plan Update and updated annually, and new outreach 3424 materials shall not be circulated to the public without City review and approval. Targets of GreenWaste Recovery, LLC
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3425 outreach shall be based on local trends, Recycling patterns, and Organic Waste sorting 3426 behavior from data obtained by both the City and Contractor. Contractor will maintain 3427 current and state-of-the-art public outreach and education services throughout the Term 3428 of this Agreement including providing outreach materials to Service Recipients 3429 electronically (via email and social media).
3430 21.4.1 Technical Assistance.
3431 21.4.1.1 Site Visits. Contractor shall provide comprehensive technical 3432 assistance to MFD and Commercial Customers with the primary purpose of 3433 helping Customers increase Recyclable Materials and Organic Waste 3434 Collection services and reducing Garbage Collection Service. All 3435 Commercial and MFD Customers in the City shall receive a site visit from 3436 Contractor to affirm proper sorting procedures and sizing of Containers at 3437 least once every five (5) years. Additional minimum site visits are detailed 3438 in the table in Section 21.4.1.3.
3439 Site visits shall include on-site assessments of the MFD and Commercial 3440 Premises to improve Recyclable Materials and Organic Waste Collection 3441 program participation and provide recommendations to Customers on how 3442 to improve overall resource efficiency. During the site visits, Contractor will 3443 be required to verify Garbage, Recyclable Materials and Organic Waste 3444 Containers onsite as compared to Contractor account records, check on the 3445 cleanliness and functionality of the Containers, verify accurate account 3446 contact information, recommend right-sizing for all Solid Waste service 3447 levels, identify Contamination, and conduct visual audit of indoor containers 3448 and sorting methodologies. Further, Contractor will be required to provide 3449 and/or restock posters, “how to” guides, and any other appropriate 3450 materials, and to provide new signage for the Garbage, Recyclable 3451 Materials and Organic Waste Containers if necessary. This program shall 3452 also involve preparation and presentation of reports to the City on the 3453 Contractor’s efforts and results of the technical assistance efforts, including 3454 entering site visit details and documentation into the City’s reporting 3455 software, in accordance with the City’s SB 1383 recordkeeping practices. 3456 21.4.1.2 Comprehensive Waste Analyses. In addition to the site visits, 3457 Contractor shall annually identify ten (10) Service Recipients that generate 3458 over 20 cubic yards of Garbage weekly to whom to provide in-depth support 3459 and guidance over the course of several weeks and/or months, as 3460 applicable. These in-depth analyses will involve greater ongoing support 3461 and an expectation of meaningful service level changes that result in 3462 increased Diversion and the Service Unit level. Detailed components of the 3463 comprehensive waste analyses are as follows:

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3464  Visual Waste Audit: Contractor will perform a visual review of all 3465 Containers at service location and identify approximate 3466 Contamination of each waste stream.
3467  Service Level Recommendations: Based on the visual waste audit, 3468 Contractor will suggest alternative service levels that would increase 3469 Diversion and help reduce Contamination. Contractor will involve 3470 appropriate operations staff as applicable to ensure service level 3471 changes are implementable and departmentally coordinated. 3472  Implementation: Contractor shall work with on-site staff to support 3473 access to internal sorting containers, affix signage to internal and 3474 external containers, educate employees, tenants, residents and/or 3475 janitorial staff, and make additional suggestions for the ongoing 3476 improvement of waste sorting. This work shall be performed over a 3477 series of site visits and other touch points with the Service Recipient. 3478  Memo Report: Contractor will develop a simple memo report 3479 identifying starting service levels, interventions and education 3480 implemented, and service level at the end of the technical 3481 assistance. Report will also note any significant successes or 3482 challenges encountered during the term of the technical assistance. 3483 Report will be provided to the Customer as well as the City, as noted 3484 in Section 23.5.2.5. Details and documentation shall also be entered 3485 into the City’s reporting software.
3486 21.4.1.3 Minimum Actions. The technical assistance services shall 3487 conform with the following performance expectations. Note that all site visits 3488 and waste analyses shall be done in person, not virtually.

Task Minimum Number of related actions
Total Standard Site Visits 200 annually
May be inclusive of:
• Contamination and Overage Site
Visits (Commercial and MFD Service
Recipients)
• New Commercial or MFD Account
Site Visits
• Compliance Review Site Visits
Shall not include:
• Comprehensive Waste Analyses
• Large Generators, Contamination and
Rejected Load Site Visits
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→ Contamination and Overage
Site Visits (Commercial and MFD
Service Recipients)
Site visits to the top five (5) violators each
month, as identified through Section 5.12.
→ New Commercial or MFD
Account Site Visits
Every new MFD or Commercial account,
within two weeks of establishing account,
Contractor shall provide City resources,
regulatory compliance information,
Collection Service features, sorting guide,
and Contractor contact information, as
detailed in Section 21.4.1.1.
→ Compliance Review Site Visits
(Section 21.3.5.5)
Each Commercial and MFD Customer in
City that is not enrolled in 3-Container
Collection service or have an applicable
waiver.

All Commercial and MFD
Customers, five (5) year
requirement
(Section 21.4.1.1)
Receive a site visit to affirm proper sorting
procedures and sizing of Containers at
least once every five (5) years.
(Any of the above visits contribute to this
five (5) year requirement)
Comprehensive Waste Analyses
(Section 21.4.1.2)
Ten (10) annually.
(Does not contribute to 200 annual site
visits)
Large Generators, Contamination
and Rejected Load Site visits
(Roll-Off, Section 13.4)
Five (5) C&D Roll-Off Container site visits
per month
(Does not contribute to 200 annual site
visits)
3489 21.4.2 Education and Outreach Materials. Contractor must implement public 3490 education and outreach in conformance with Applicable Law and in coordination 3491 with City. Contractor shall attend up to ten (10) public events and host booths to 3492 promote Recycling and Organic Waste education and awareness. This total of ten 3493 (10) public events does not include any events or related education provided in 3494 direct support of an MFD Service Unit. Contractor will work with City to identify 3495 which special events will be attended. Contractor, together with City, shall work 3496 with local media to ensure information on new programs, events, Recyclable 3497 Materials, Organic Waste, etc., is communicated to the community. Contractor 3498 shall use a variety of options, such as local paper, news, websites, and social 3499 media, as well as in-person visits to Homeowners Associations, schools, and civic 3500 groups to distribute information and education about City Solid Waste and 3501 Recyclable Materials programs and events. In terms of social media and websites, 3502 Contractor shall make their best effort to share information through platforms that GreenWaste Recovery, LLC
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3503 are commonly used and culturally relevant, including platforms that are known to 3504 reach younger populations and Spanish- and Russian-speaking populations. 3505 Examples may include, but are not limited to, Instagram, WhatsApp, NextDoor, 3506 and TikTok. All educational and outreach materials shall be available in English, 3507 Spanish, and Russian, and City may direct some or all materials to also be 3508 produced in other languages to be determined.
3509 21.4.2.1 Contractor shall not charge the City for the inclusion of 3510 educational or other materials included in the Contractor’s regular Customer 3511 billing invoices.
3512 21.4.2.2 Quarterly Newsletters. Contractor shall distribute educational 3513 material to SFD Service Recipients a minimum of once a Quarter by mail 3514 and electronically. These materials should include tips on Recycling 3515 properly, use of Organic Waste Containers, Composting, battery and 3516 electronics education, prevention of Contamination issues, proper 3517 Collection Container placement, resource information, HHW education, 3518 Clean-Up Collection Service, and other programs offered by the Contractor. 3519 Contractor shall also distribute these same educational materials to all MFD 3520 residents, provided that City provides Contractor with a list of contact 3521 information for these residents.
3522 21.4.2.3 Available Services Notice and Information. At least annually, 3523 Contractor must publish and distribute (by mail and electronically) a notice 3524 to all Service Units, as appropriate and applicable to Service Unit type, 3525 regarding the full range of services offered. The notice must be available in 3526 English, Spanish, and Russian, and must be distributed by Contractor no 3527 later than December 1st of each year. If the Service Recipient has separate 3528 billing and service location contact information, the notice shall be sent (by 3529 mail and electronically) to both contacts. The notice must contain, at a 3530 minimum, (i) descriptions of the materials to be Collected; (ii) procedures 3531 for setting out materials; (iii) the scheduled Collection days Garbage, 3532 Recyclable Materials, and Organic Waste Services (iv) Contractor’s 3533 customer service phone number; (v) instructions on the proper filling of 3534 Containers; (vi) instructions as to what materials may or may not be placed 3535 in Recyclable Materials or Organic Waste Containers; (vii) how to select 3536 Container sizes to maximize Diversion; (viii) information about participation 3537 in Recyclable Materials and Organic Waste programs; (ix) the fees for 3538 Overage and Contamination in the event of non-compliance; (x) the 3539 availability of on-premises Collection Services, including the availability of 3540 no-charge on-premises Solid Waste Collection for qualified persons with 3541 physical limitations; (xi) the availability of Bulky Waste Services; (xii) the 3542 availability of On-Call HHW Collection; and (xiii) the availability of Kitchen GreenWaste Recovery, LLC
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3543 Food Waste Pails or alternative internal sorting container made available by 3544 the Contractor.
3545 21.4.2.4 Annual Information. Contractor shall provide the following to all 3546 its Customers under the Agreement annually. Contractor shall also provide 3547 the following to all MFD Dwelling Units within MFD Service Units. 3548  Information on the Customer’s requirements to properly separate 3549 materials in appropriate Containers.
3550  Information on methods for: the prevention of Organic Materials 3551 generation, managing Organic Materials on-site, sending Organic 3552 Materials to community Composting, and any other local 3553 requirements regarding Organic Materials.
3554  Information regarding the methane reduction benefits of reducing the 3555 landfill Disposal of Organic Materials, and the methods of Organic 3556 Materials recovery contemplated by the Agreement.
3557  Information regarding how to recover Organic Materials. 3558  Information related to public health and safety, and environmental 3559 impacts associated with the landfill Disposal of Organic Materials. 3560  The above information will be provided, at a minimum, through print 3561 and/or electronic media, and may also be provided through 3562 workshops, meetings, and/or on-site visits. All information that SB 3563 1383 requires the City to distribute shall be posted on Contractor’s 3564 website.
3565  Contractor shall provide an educational webpage which includes 3566 downloadable copies of all the materials described in this Section. 3567 21.4.2.5 Outreach Regarding Recyclability of Materials. Contractor shall 3568 create, maintain and distribute at minimum one (1) piece of educational 3569 material that addresses:
3570  The foundational role that commodities markets and transportation 3571 costs play in current Recycling systems.
3572  The importance of keeping recyclables empty, clean, and dry. 3573  A list of materials that are accepted in Recyclable Materials 3574 Containers.
3575 21.4.2.6 Outreach Regarding Organic Waste. Contractor shall also create 3576 and maintain at minimum one (1) piece of educational material that 3577 addresses:

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3578  The Organic Waste stream standards of the local transfer and 3579 processing facilities that receive City Organic Waste. 3580  The related importance of keeping prohibited materials out of the 3581 City’s Organic Waste stream.
3582  The potential end uses of Compost depending on the material’s 3583 quality and levels of Contamination.
3584 21.4.3 City-Specific Website. Contractor shall maintain a City-specific website 3585 that fully explains the Contractor’s current services and rates and the Diversion 3586 options available, and that allows Service Recipients to submit service changes, 3587 inquiries, complaints, or queries. The website must describe and promote the use 3588 of the available Recyclable Materials and Organic Waste services. Contractor’s 3589 local website must provide information specific to the City’s programs. Contractor 3590 will ensure that information provided on the website is maintained and up to date, 3591 updating content at least quarterly. Content will include proper Container set out 3592 instructions, educational materials, newsletters, and program descriptions. 3593 Website content shall be in English with translations into Spanish and Russian 3594 and/or other languages to be determined. Contractor shall also make website 3595 contents accessible to people with disabilities, in accordance with U.S. Department 3596 of Justice RIN 1190-AA79, no later than April 26, 2028. 3597 21.4.3.1 In addition to the website, Contractor shall provide and maintain 3598 a mobile application (app) available on all major platforms. The app must 3599 include, at minimum, collection calendars, service scheduling, and secure 3600 payment options.
3601 21.4.4 Recycling and Organics Resources. Contractor shall maintain an 3602 accurate list of Recyclable Materials and Organic Waste on its website and 3603 promote proper Recycling and management of Organic Waste to all Service 3604 Recipients. Contractor shall consult, collaborate, and coordinate its Recycling and 3605 Diversion outreach and educational materials and activities with the City and 3606 incorporate the City’s input on the Contractor’s related resources and programs. 3607 21.4.5 News Media Relations. Contractor will work with local media to ensure 3608 information is communicated to community (new programs, events, Recycling 3609 information, etc.). Contractor to use options such as local newspaper, radio/TV 3610 news outlets, websites, electronic billboards and social media.. 3611 21.4.6 News Media Requests. Contractor will notify the Agreement 3612 Administrator by email or phone of all requests for news media interviews related 3613 to the services covered under this Agreement within one (1) Workday of 3614 Contractor’s receipt of the request. When practicable, before responding to any GreenWaste Recovery, LLC
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3615 inquiries involving controversial issues or any issues likely to affect participation or 3616 Service Recipient’s perception of services, Contractor will discuss Contractor’s 3617 proposed response with the Agreement Administrator. 3618 21.4.6.1 Copies of draft news releases or proposed trade journal articles 3619 that use the name of City or relate to the services provided hereunder must 3620 be submitted to the Agreement Administrator for prior review and approval 3621 at least five (5) Business Days in advance of release, except where 3622 Contractor is required by any Applicable Law to submit materials to any 3623 regulatory agency in a shorter period of time, in which case Contractor must 3624 submit such materials to City simultaneously with Contractor’s submittal to 3625 such regulatory agency.
3626 21.4.6.2 Copies of articles resulting from media interviews or news 3627 releases that use the name of City or relate to the services provided 3628 hereunder must be provided to the City within five (5) days after publication. 3629 21.4.7 Acceptable Materials Labeling. Contractor must affix to each Recyclable 3630 Materials and Organic Waste Collection Container a sticker that is compliant with 3631 SB 1383 labeling requirements and approved by the City, in accordance with 3632 Collection Container specifications in Exhibit 4. Each sticker shall clearly list 3633 Acceptable materials to be placed in the corresponding Container, and each sticker 3634 shall also include a QR code and/or web address that links to the Recycling 3635 education landing page within the Contractor’s City-specific website for the City. 3636 Stickers must be replaced when wear and tear inhibits clarity or cleanliness or 3637 upon change in the list of Acceptable materials (Exhibit 13). 3638 21.4.8 Programs and Services. Contractor must provide additional educational 3639 and outreach services and programs as requested by City. City has the right to 3640 procure the service of other vendors or contractors to provide the requested 3641 service.
3642 21.5 Contamination Reduction Plan. Contractor shall provide services in accordance 3643 with the Contamination Reduction Plan (Exhibit 11). The Contamination Reduction Plan 3644 shall include the following:
3645 21.5.1 Customer Education. Contractor shall outline what specific outreach and 3646 education efforts will be used to correct Contamination issues. This may include 3647 phone calls, site visits, text messages, app notifications, Cart/Bin tags, letters, etc. 3648 To the extent these materials are detailed within the Outreach and Education Plan, 3649 the Contamination Reduction Plan may merely reference those components and 3650 detail the process by which those resources will be utilized.

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3651 21.5.2 Bagged Recyclables and Organic Waste. Contractor shall build and 3652 implement a targeted program to correct Contamination relative to bagged 3653 Recyclable Materials and Organic Waste. Such program shall be hands-on and 3654 shall provide Customers the information and resources needed to improve sorting. 3655 Contractor shall work to swiftly fix any ongoing bagged Recyclable Materials or 3656 Organic Waste concerns, so that more Contractor capacity will be available to 3657 target other Contamination issues.
3658 21.5.2.1 City understands that for many Materials Recovery Facilities, 3659 bagged Recyclable Materials are a significant issue. While bagged 3660 Recyclables are a significant issue, bagged Recyclables shall not be the 3661 primary subject of the Contamination Reduction Plan beyond the targeted 3662 program described in this Section.
3663 21.5.3 Contamination Monitoring Plan. Contractor shall detail its method by 3664 which it will perform ongoing Contamination monitoring in such a manner that 3665 encourages proper sorting behavior, in compliance with Section 5.12. Contractor 3666 shall detail the role of technology as well as the role of personnel, including route 3667 personnel, customer service, sustainability, and any corporate support not directly 3668 associated with this Agreement (such as staff monitoring route photos/footage). 3669 21.5.4 Route Reviews.
3670 21.5.4.1 General Requirement. At least once annually, beginning in 2027, 3671 Contractor or its approved designee shall conduct a Route Review for each 3672 Hauler Route. The number of Containers to review per Hauler Route shall 3673 be calculated on the basis of the number of Garbage accounts provided 3674 service by a specific Hauler Route for one week. For example, “Route A” 3675 collects Garbage from 250 accounts, 4 days per week, for a total of 1,000 3676 accounts per week; include a minimum of 25 accounts for Route Review of 3677 “Route A”. For each Route Review of a Hauler Route, Contractor shall 3678 inspect at least the following minimum number of Containers but may 3679 inspect more if City deems necessary; and shall inspect all Containers 3680 placed for Collection (including Recyclable Materials Containers, Organic 3681 Waste Containers, and Garbage Containers). Each inspection shall involve 3682 lifting the Container lid and observing the contents but shall not require 3683 Contractor to disturb the contents or open any bags. Contractor may select 3684 the Containers to be inspected at random, or (if mutually agreed with City) 3685 by any other method not prohibited under the SB 1383 Regulations. For the 3686 avoidance of doubt, Contractor shall not be required to annually inspect 3687 every Container on a Hauler Route. Contractor shall include the results of 3688 each Route Review in its next regularly scheduled report to City. Reporting GreenWaste Recovery, LLC
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3689 related to this Section shall be provided in accordance with Section 3690 23.7.2.3.

Route Size (# garbage accounts / week) Minimum Number of Accounts Fewer than 1,500 25
1,500-3,999 30
4,000-6,999 35
7,000 or more 40
3691 21.5.4.2 Notice of Contamination. Contamination noticing will follow the 3692 procedures described in Section 5.12
3693 21.5.5 Positive Feedback. Contractor shall detail how it will utilize positive 3694 feedback and acknowledgement of proper sorting as a component of its 3695 Contamination Reduction Plan.
3696 RECORDKEEPING AND REPORTING
3697 Article 22. Minimum Performance Standards
3698 22.1 Billing Audit and Performance Reviews.
3699 22.1.1 Contractor Shall Review its Billings to all Customers. The purpose of the 3700 review is to determine that the amount which the Contractor is billing each 3701 Customer is correct regarding the level of service (i.e., frequency of Collection, 3702 size of Container, location of Container) at the Maximum Service Rates set forth in 3703 Exhibit 1. The Contractor shall review Customer accounts annually and provide a 3704 written certification to the City that all such billing is correct as part of the 3705 Agreement Year Reports detail in Section 23.5.2.4. The documentation of the 3706 review, as well as verification that any errors have been corrected, should be 3707 provided to the City annually.
3708 22.1.2 Billing Audit and Performance Reviews. City may conduct billing audit 3709 and performance reviews (together, “reviews”) of Contractor’s performance during 3710 the Term of this Agreement, as provided herein. City may conduct two (2) full 3711 reviews, with payment to City as stated in Section 22.1.2.1 below, during the Initial 3712 Term of this Agreement. The purpose of these full reviews will be as described in 3713 Section 22.1.2.2 below.
3714 22.1.2.1 Selection and Cost. The reviews will be performed by the City or 3715 a qualified firm under contract with the City. City will have the final 3716 responsibility for the selection of the firm. City may conduct reviews at any GreenWaste Recovery, LLC
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3717 time during the Term of the Agreement. Contractor shall pay the City’s costs 3718 for the performance review, up to $85,000 per review. The payment amount 3719 shall increase annually by the RRI Adjustment Calculation in Section 6.3. 3720 22.1.2.2 Purpose. The reviews will be designed to verify: that Customer 3721 billing rates have been properly calculated and correspond to the level of 3722 service received by the Customer, that Contractor is correctly billing for all 3723 services provided, that Franchise Fees and other fees required under this 3724 Agreement have been properly calculated and paid to City, that Contractor 3725 is in compliance with the reporting requirements and performance 3726 standards of this Agreement, the Diversion percentages reported by 3727 Contractor, and any other provisions of the Agreement. City (or its 3728 designated consultant) may utilize a variety of methods in the execution of 3729 this review, including, but not limited to, analysis of relevant documents, on3730 site and field observations, and interviews. City (or its designated 3731 consultant) will review and document the items in the Agreement that can 3732 be objectively evaluated, including those that require Contractor to meet 3733 specific performance standards, submit information or reports, perform 3734 additional services, or document operating procedures. This information will 3735 be documented and be formatted in a “compliance checklist”, with 3736 supporting documentation and findings tracked for each of the identified 3737 items. The review will specifically include a determination of Contractor’s 3738 compliance with the Diversion requirements of Article 20 and the public 3739 outreach and education requirements of Article 21. City (or its designated 3740 consultant) may review the Customer service functions and structure 3741 utilized by Contractor. This may include Contractor’s protocol for addressing 3742 Customer complaints and service interruption procedures. Complaint logs 3743 may be reviewed, along with procedures and systems for tracking and 3744 addressing complaints. On-site and field observations by City (or its 3745 designated consultant) may include, but are not necessarily limited to:
3746  Interviews and discussions with Contractor’s administration and 3747 management personnel.
3748  Review and observation of Contractor’s Customer service functions 3749 and structure.
3750  Review of public education and outreach materials. 3751  Interviews and discussions with Contractor’s financial and 3752 accounting personnel.
3753  Interviews with route dispatchers, field supervisors, and managers. 3754  Interviews with route drivers.

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3755  Interviews with vehicle maintenance staff and observation of 3756 maintenance practices.
3757  Review of on-route Collection Services, including observation of 3758 driver performance and Collection productivity and visual inspection 3759 of residential routes before and after Collection to evaluate cart 3760 placement and cleanliness of streets.
3761 22.1.2.3 Contractor’s Cooperation. Contractor shall cooperate fully with 3762 the review and provide all requested data, including operational data, 3763 financial data, and other data reasonably requested by City within fifteen 3764 (15) Workdays of the request. Failure to submit data by the due date may 3765 result in assessment of Administrative Charges and Penalties as specified 3766 in Exhibit 5.
3767 22.1.3 Additional Billing Audit and Performance Review. In the event that the 3768 Billing Audit and Performance Review concludes that Contractor is not in 3769 compliance with all terms and conditions of this Agreement and such non3770 compliance is material, Contractor is subject to Administrative Charges and 3771 Penalties as described in Exhibit 5 as well as reimbursement to the City for the full 3772 cost of the audit plus any underpayments discovered during the Audit. Additionally, 3773 City may conduct an Additional Billing Audit and Performance Review, beyond the 3774 two (2) specified in Section 22.1.2, to ensure that Contractor has cured any such 3775 area of non-compliance. Contractor will be responsible for the cost of any such 3776 Additional Billing Audit and Performance Review for a maximum cost of EightyFive Thousand Dollars ($85,000) (starting on July 1, 2028, and each January 1st 3777 3778 thereafter). For the purposes of a determination of non-compliance under this 3779 Agreement, Audit findings which result in underpayments of $100,000 (over any 3780 period of time during the Term) or more shall be deemed material. These payment 3781 amounts shall increase annually by the RRI Adjustment Calculation in Section 6.3. 3782 22.1.4 City Requested Program Review. City reserves the right to require 3783 Contractor to periodically conduct reviews of the Garbage, Recyclable Materials, 3784 and Organic Waste Collection Service programs, provided that such reviews are 3785 reasonable and can be accomplished at no additional cost to Contractor and 3786 without interfering with Contractor’s operations. Such reviews could assess one or 3787 more of the following performance indicators: average volume of Recyclable 3788 Materials per set-out per Customer, average volume of Organic Waste per set-out 3789 per Customer, participation level, Contamination levels, etc. Prior to the program 3790 evaluation review, City and Contractor will meet and discuss the purpose of the 3791 review and agree on the method, scope, and data to be provided by Contractor. 3792 Failure of Contractor to submit requested data or information to City within fifteen 3793 (15) Workdays of a request may result in assessment of Administrative Charges 3794 and Penalties as specified in Exhibit 5.

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3795 22.2 Cooperation with Other Program Reviews. Contractor shall cooperate with City 3796 and/or its agent(s) as reasonably requested to collect program data, perform field work, 3797 conduct route audits to investigate Customer participation levels and set-out volumes, 3798 and/or evaluate and monitor program results related to Garbage, Recyclable Materials, 3799 and Organic Waste Collected in City by Contractor, provided that such cooperation can 3800 be accomplished at no additional cost to Contractor and without interfering with 3801 Contractor’s operations. Failure of Contractor to submit requested data or information to 3802 City within fifteen (15) Workdays of a request may result in assessment of Administrative 3803 Charges and Penalties as specified in Exhibit 5.
3804 Article 23. Record Keeping and Reporting Requirements 3805 23.1 Record Keeping. Notwithstanding Article 24 herein:
3806 23.1.1 Accounting Records. Contractor must maintain full, complete, and 3807 separate financial, statistical, and accounting records pertaining to cash, billing, 3808 and provisions of all Collection Services, prepared on an accrual basis in 3809 accordance with generally accepted accounting principles. Such records will be 3810 subject to audit, copy, and inspection for the purposes set forth in Section 22.1.2.2. 3811 Gross Revenues derived from provision of the Collection Services, whether such 3812 services are performed by Contractor or by a subcontractor or subcontractors, will 3813 be recorded as revenues in the accounts of Contractor. The Contractor shall keep 3814 and preserve, during the Term of this Agreement, and for a period of not less than 3815 five (5) years following expiration or other termination hereof, full, complete, and 3816 accurate records, including all cash, billing, and disposal records, as indicated in 3817 the Agreement.
3818 23.1.1.1 City reserves the right to request audited, reviewed, or compiled 3819 financial statements prepared by an independent Certified Public 3820 Accountant, including any associated footnotes, or as may be provided by 3821 Contractor or its parent company. In the event that Contractor does not 3822 maintain separate financial or accounting records prepared specifically for 3823 services provided under this Agreement, Contractor may use industry 3824 standard allocation methods to provide financial information as applicable 3825 to the service provided under this Agreement. Failure of Contractor to 3826 provide requested financial statements to City within fifteen (15) Business 3827 Days of a request may result in assessment of Administrative Charges and 3828 Penalties as specified in Exhibit 5.
3829 23.1.2 Agreement Materials Records. Contractor must maintain records of the 3830 quantities of (i) SFD, MFD, Commercial and City Services Solid Waste Collected 3831 and Disposed under the terms of this Agreement, (ii) Recyclable Materials, by type, 3832 Collected, purchased, processed, sold, donated, or given for no compensation GreenWaste Recovery, LLC
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3833 under the terms of this Agreement, and (iii) Organic Waste by type, Collected, 3834 purchased, processed, sold, donated, or given for no compensation under the 3835 terms of this Agreement. Records must be provided to City as specified in Article 3836 24, and upon additional request.
3837 23.1.3 Customer Service Records. Records related to the following shall be 3838 maintained by Contractor for City, and reported in accordance with 23.4.2.1 and 3839 23.4.2.9:
3840 23.1.3.1 Number of calls;
3841 23.1.3.2 Average speed of answer (ASA);
3842 23.1.3.3 Categories (Missed Collection, Complaints, damage, etc.) of 3843 calls;
3844 23.1.3.4 Complaint log as described in Section 19.10.1; and, 3845 23.1.3.5 New Customer log.
3846 23.1.4 Other Records. Contractor must maintain all other records reasonably 3847 related to provision of Collection Services, whether or not specified in this 3848 Agreement, and provide them upon City request. Failure of Contractor to submit 3849 requested records to City within fifteen (15) Business Days of a request may result 3850 in assessment of Administrative Charges and Penalties as specified in Exhibit 5. 3851 23.1.5 Failure to Report. The refusal of Contractor to file any of the reports 3852 required in the timelines required, or the inclusion of any materially false or 3853 misleading statement or representation made knowingly by Contractor in such 3854 report, shall be deemed a material breach of this Agreement and shall subject 3855 Contractor to all remedies, legal or equitable, which are available to City under this 3856 Agreement or otherwise.
3857 23.1.6 Report Format. All reports are to be submitted in a form and format 3858 approved by the City, including electronic data submission. 3859 23.1.7 Reporting Due Date. If a reporting due date as described in this Article 3860 falls on a day that City is closed or on a Holiday, then the report will be due on the 3861 next Business Day. Failure to submit complete reporting by the due date may result 3862 in assessment of Administrative Charges and Penalties as specified in Exhibit 5. 3863 23.1.8 Reporting Software. Contractor shall use City’s reporting software upon 3864 request, as directed by the Agreement Administrator.

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3865 23.2 Vehicle GPS and Camera Data. Upon City’s request, Contractor shall make 3866 available stored vehicle GPS and on-board camera data for City’s review. 3867 23.3 Monthly Reporting.
3868 23.3.1 General. Monthly reports must be submitted no later than 5 p.m. Pacific 3869 Time (PT) on the last day of the month following the end of the reporting month, 3870 and must be provided electronically using software acceptable to the City. 3871 23.3.2 City Reports. Monthly reports to City must include:
3872 23.3.2.1 Listing of all Service Recipient accounts, including the following 3873 information:
3874 • Contact Information: Service Recipient name, service address, 3875 billing address, phone number, email address.
3876 • Service Subscription: Material stream (Garbage, Recyclable 3877 Materials, and Organic Waste) Container quantity, volume, and 3878 Collection frequency of pick-up, including scheduled service days 3879 and applicable service codes, total weekly volume by material 3880 type, account number, route number, permanent/temporary 3881 container, Service Unit type (SFD, MFD, COM, City), and MFD 3882 unit counts.
3883 23.3.2.2 MFD and Commercial Service Unit Access Concerns. Listing of 3884 all Collection location challenges, Service Recipient coordination, and 3885 resolutions per Section 10.1.9 and Section 11.1.9. 3886 23.3.2.3 Public Education, Outreach and Technical Assistance Activities. 3887 Contractor shall report on all public education, sustainability and 3888 compliance activities undertaken during the period, including but not limited 3889 to the following:
3890  Education and outreach conducted;
3891  Public event participation and community events hosted; 3892  Compliance notices mailed;
3893  Site visits and waste audits completed;
3894  Information distributed, and media used, including distribution of 3895 bill inserts;
3896  Non-Collection Notices distributed; and
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3897  Other technical assistance and public education activities 3898 related to the provision of Collection Services.
3899 23.4 Quarterly Reporting.
3900 23.4.1 General. Quarterly reports must be submitted no later than 5 p.m. Pacific 3901 Time (PT) on the last day of the month following the end of the reporting Quarter, 3902 and must be provided electronically using software acceptable to the City. 3903 23.4.2 City Reports. Quarterly reports to City must include:
3904 23.4.2.1 Performance Standards. A detailed accounting of each Quarter’s 3905 performance relative to the Performance Standards listed in Exhibit 5 for 3906 which Quarterly reporting is indicated.
3907 23.4.2.2 Agreement Tonnage. Contractor must provide Tonnage of 3908 Garbage, Recyclable Materials, Organic Waste, and Construction and 3909 Demolition Debris Collected and processed for Diversion, as well as 3910 associated net residue by waste stream, broken down by Container type. 3911 Quantities should be broken down by SFD, MFD, Commercial, and City 3912 Services.
3913 23.4.2.3 Collection and Subscription Data.
3914 • The number of SFD, MFD, Commercial, and City Service Unit 3915 accounts.
3916 • The number of Collection Containers distributed by size and 3917 Service Unit type.
3918 • The number of contracted Collections for that Quarter 3919 (Collections that were scheduled to take place), and number of 3920 actual Collections completed during that month (Collections that 3921 took place, not including non-collections or missed Collections). 3922 • The average participation rates by Quarter relative to the total 3923 number of Service Units by Service Unit type. Indicate the 3924 average daily number of setouts by route for both (i) Recyclable 3925 Materials Containers and (ii) Organic Waste Containers in terms 3926 of weekly set-out counts.
3927 23.4.2.4 Diversion Calculation and Data. To illustrate progress toward the 3928 Diversion Guarantee, which is assessed on an annual Agreement Year GreenWaste Recovery, LLC
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3929 basis, per Article 20 and reported per Section 23.5.2.10, Contractor must 3930 deliver to City, in the format specified by City, the Quarter’s Diversion rate, 3931 as calculated in accordance with the provisions of Article 20. Any tonnages 3932 Diverted and Disposed from large venues and events during the reporting 3933 period will be counted towards the calculated Diversion rate. 3934 23.4.2.5 Overweight Vehicle Reporting. The Quarterly report must include 3935 a summary total of all instances of overweight Collection Vehicles for the 3936 reporting Quarter. This summary must include the number of overweight 3937 vehicles, detailed by the amount overweight each in each instance. 3938 23.4.2.6 Non-Collection. The Quarterly report must include a list of all Non3939 Collection occurrences that took place during that Quarter. It must include 3940 the full list of Service Units that experienced Non-Collection, indicate the 3941 date of and reason for each Non-Collection incident, and indicate whether 3942 a Non-Collection Notice was issued, and in what format it was issued. 3943 23.4.2.7 Contamination Reporting. To the extent required by Applicable 3944 Law, the Quarterly report must include a summary of all instances of 3945 qualifying Contamination under the procedures in Section 5.12.5. This 3946 summary must include the following:
3947  The total number of accounts where Contamination occurred; 3948  The total number of Contamination Corrective Action Notices and 3949 Non-Collection Notices issued by Contractor to Service Recipients; 3950  A list of accounts that were issued Contamination Corrective Action 3951 Notices or Non-Collection Notices, including which type of notice was 3952 issued and through what methodology (cart tag, mail, email, text, 3953 etc.);
3954  Updated templates or sample for all communication collateral utilized 3955 for Contamination noticing, as applicable (Contamination Corrective 3956 Action Notices or Non-Collection Notices via cart tag, mail, email, 3957 text, etc.);
3958  The number of Containers in which the contents were Disposed due 3959 to observation of Contaminants; and
3960  A list of accounts that were charged Contamination fees, and a list of 3961 accounts where Collection Container size or Collection frequency 3962 was increased specifically due to Contamination.
3963  Further, within twenty (20) Business Days of request by City, 3964 Contractor will provide copies of the Contamination Corrective Action GreenWaste Recovery, LLC
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3965 Notices and Non-Collection Notices and the digital documentation of 3966 Contamination.
3967  Contractor shall also provide a summary of Contamination 3968 occurrences at City Facilities (despite inapplicability of Section 3969 5.12.5 to City Facility Service Units).
3970 23.4.2.8 Overage Reporting. The Quarterly report must include a 3971 summary of all instances of qualifying Overages under the procedures in 3972 Section 5.12.6. This summary must include the total number of accounts 3973 where Overage occurred, a list of accounts that were charged Overage 3974 fees, and a list of accounts where Collection Container size or Collection 3975 frequency was increased specifically due to Overage. Contractor shall also 3976 provide a summary of Overage occurrences at City Facilities (despite 3977 inapplicability of Section 5.12.6 to City Facility Service Units). 3978 23.4.2.9 Customer Service Log. A copy of the customer service log, per 3979 Section 19.10.1, including a summary of the type and number of complaints 3980 and their resolution, including the time, date and manner in which the 3981 complaint was resolved. Include copies of a written record of all calls related 3982 to missed Collections and resolution to such calls. 3983 23.4.2.10 SB 1383 Organics Collection Compliance. Reports to City on 3984 Customers discovered to be out of compliance with the SB 1383 3985 Regulations, including a list of the Customers, the type of violation (including 3986 not donating Edible Food, not providing Containers for Customer use, and 3987 other compliance violations), actions taken to educate those Customers, 3988 and contact information for those Customers. Such reports shall be 3989 provided Quarterly or as required by City.
3990 23.4.2.11 Stolen, Lost or Destroyed Container Replacements. A copy of the 3991 Quarterly log of Containers replaced due to being stolen or damaged 3992 beyond repair through the fault of the Contractor and through no fault of the 3993 Contractor, in accordance with Sections 5.8.4 and 5.8.5. 3994 23.4.2.12 Property Damage or Injury. Indicate instances of property 3995 damage or injury caused by Contractor to Service Recipients during the 3996 reporting Quarter.
3997 23.4.2.13 Details of Programs Utilized. The Quarterly report must include a 3998 list of all the waste Diversion and reduction programs, including On-Call 3999 HHW Collection, as well as other Solid Waste Collections programs, utilized 4000 by Service Recipients, with the number of residents per program indicated GreenWaste Recovery, LLC
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4001 when known. The program details shall include at least the following 4002 information for the reporting Quarter:
4003  Kitchen Food Waste Pails: The number of Kitchen Food Waste Pails 4004 distributed to residents within the Quarter.
4005  SFD Clean-Up Collection Service: (i) The number of SFD Clean-Up 4006 Collection Service provided, (ii) the number of Bulky Items Collected, 4007 (iii) the number of individual items Collected, (iv) the weight of all 4008 textiles Collected, and (v) the weights or quantities of Bulky Items, 4009 individual items, and textiles donated, Recycled or Disposed. 4010  MFD Bulky Waste Collection Service: (i) The number of Bulky Waste 4011 Collection Services performed, (ii) The number of Bulky Items 4012 Collected, and (iii) the weights of Bulky Items donated, Recycled or 4013 Disposed.
4014  On-Call HHW Collection: (i) The number of On-Call HHW Collection 4015 services provided, (ii) Service Recipient addresses for which the 4016 service was provided, (iii) Service Recipient addresses where 4017 service has been scheduled but not yet provided, and (iv) materials 4018 collected by type, quantified in both number and weight. 4019  Battery Collection: (i) The number of scheduled battery Collections, 4020 (ii) the number of batteries set out without first scheduling service, 4021 and (iii) total pounds of batteries Collected.
4022 23.5 Annual Agreement Year Reporting.
4023 23.5.1 General. An Annual Agreement Year report must be submitted no later than 5 p.m. Pacific Time (PT) on August 31, 2028, and each August 31st 4024 thereafter 4025 for the previous Agreement Year. Annual Agreement reports must be provided 4026 electronically using software acceptable to the City. 4027 23.5.2 City Reports. Annual Agreement Year reports to City must include:
4028 23.5.2.1 Financial Statements. Contractor must submit annual financial 4029 statements for the local operation. Statements need not be reviewed or 4030 audited statements.
4031 23.5.2.2 Annual Performance Bond Renewal. Contractor must provide 4032 evidence of Performance Bond renewal per Section 25.1.1.3. 4033 23.5.2.3 Service Route and Mapping Data. Contractor must provide an 4034 annual update to service route per Section 16.1.

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4035 23.5.2.4 Customer Account Review Certification. Contractor must provide 4036 an annual certification regarding the accuracy of its Customer Billings per 4037 Section 22.1.1.
4038 23.5.2.5 Annual Sustainability, Outreach, and Compliance Report. 4039 Contractor must complete and submit data sections within their 4040 Sustainability and Compliance Plan, Education and Outreach Plan, and 4041 Contamination Reduction Plan and according to the annual Plan Update 4042 detailed in Section 21.2.1. Contractor must also report on progress against 4043 the School Recycling Program. This report may be a standalone report 4044 provided by the designated subcontractor or may be incorporated into the 4045 Education and Outreach Plan Update if Contractor directly provides this 4046 service. The report shall document all progress against the Plan Update. To 4047 the extent this data is duplicative of data reported on monthly reports 4048 required per Section 23.3.2.3, this Annual Sustainability, Outreach and 4049 Compliance report may simply acknowledge the data already provided in 4050 said monthly reports. This annual report shall provide an overarching 4051 narrative not provided in the monthly reports to provide a general update 4052 relative to the successes and challenges relative to applicable programs 4053 during the prior Agreement Year. Comprehensive Waste Analyses Memo 4054 Reports detailed in Section 21.4.1.2 and GHG Emission reporting detailed 4055 in Section 21.3.2 shall be included as part of this report. 4056 23.5.2.6 Processing and Marketing Data. Contractor shall submit updates 4057 to Exhibit 13 based on Recyclable Materials processing, Organic Waste 4058 processing, facility acceptability changes, and/or marketing issues, or 4059 conditions, occurring during the previous Agreement Year. Should the 4060 change in acceptability of materials impact costs or ability to achieve 4061 Diversion Guarantee, City and Contractor shall meet and confer in 4062 accordance with Article 28.
4063 23.5.2.7 Customer Service Information Sheet. A copy of Contractor’s most 4064 recent Customer Service Information Sheet (i.e., customer call center 4065 “cheat sheet”) for the City or the equivalent information used by customer 4066 service representatives.
4067 23.5.2.8 Collection Container and Vehicle Inventory. An updated complete 4068 inventory of Collection Containers by type and size, and an updated 4069 complete inventory of Collection Vehicles, including for each vehicle: truck 4070 number, route number, date purchased, vehicle type, tare weight, license 4071 plate number, fuel type, vehicle make and model, and vehicle safety 4072 records.

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4073 23.5.2.9 Training Records. Contractor shall provide proof of training 4074 records for emergency procedures, Customer Service Courtesy, and how 4075 to recognize Illicit Discharges and stormwater pollution sources. 4076 23.5.2.10 Diversion Calculation and Data. Contractor must deliver to City, 4077 in the format specified by City, the Agreement Year’s Diversion rate, as 4078 calculated in accordance with the provisions of Article 20. Any tonnages 4079 Diverted and Disposed from large venues and events during the reporting 4080 period will be counted towards the calculated Diversion rate. Should 4081 Contractor fail to achieve the Diversion Guarantee, Contractor shall 4082 propose program enhancements, in accordance with Section 20.6.2.2. 4083 23.6 CalRecycle Reports and SB 1383 Implementation Record. Contractor will provide 4084 reasonable assistance to City in preparing annual reports to CalRecycle (the “Electronic 4085 Annual Report” or EAR), including but not limited to supplying required data for 4086 preparation of the reports, and completing all required data input. Contractor will similarly 4087 provide reasonable assistance to City in maintaining City’s SB 1383 Implementation 4088 Record.
4089 23.7 Annual Calendar Year Reporting.
4090 23.7.1 General. An annual Calendar Year report must be submitted no later 4091 than 5:00 p.m. PT on February 28, 2028, and each February 28th thereafter, for 4092 the previous Calendar Year. This annual Calendar Year report will support the City 4093 in preparing the CalRecycle EAR. Annual Calendar Year reports must be submitted 4094 electronically in software acceptable to the City. 4095 23.7.2 City Reports. Annual Calendar Year reports to City must include:
4096 23.7.2.1 MFD Declination of Programs. Contractor shall provide a list of 4097 any MFD Service Units that (i) decline to participate in at least one Bulky 4098 Item Collection Service during the course of the Calendar Year, and (ii) 4099 decline to participate in at least one On-Call HHW Service during the course 4100 of the Calendar Year.
4101 23.7.2.2 AB 341, AB 1826, and SB 1383 Compliance Data. Contractor 4102 must report the total number of Commercial and MFD Service Units 4103 serviced, as well as the number of Containers, Container sizes, and 4104 frequency of Collection for Garbage, Recyclable Materials, and Organic 4105 Waste for each non-exempt Commercial and MFD Service Unit. Contractor 4106 must also provide the following information separately for both AB 341 and 4107 AB 1826:

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4108  The total number of non-exempt Commercial and MFD Service 4109 Units that fall under the AB 341 or AB 1826 thresholds, and the 4110 total number of those non-exempt Commercial and MFD Service 4111 Units that are not subscribed to Commercial or MFD Recyclable 4112 Materials Collection Service or Commercial or MFD Organic 4113 Waste Collection Service.
4114  A summary of the type of follow-up outreach that was provided to 4115 those non-exempt Commercial and MFD Service Units that are 4116 not subscribed to Commercial or MFD Recyclable Materials 4117 Collection Service or Commercial or MFD Organic Waste 4118 Collection Service, as well as copies of applicable collateral 4119 distributed.
4120 23.7.2.3 For Route Reviews and Compliance Reviews:
4121  The date the review was conducted.
4122  The name and title of each person conducting the review. 4123  A list of the account names and addresses covered by the review. 4124  For Route Reviews, a description of each Hauler Route reviewed, 4125 and a general description of the Hauler Route area. 4126  For Route Reviews, the results of such review (i.e., the addresses 4127 where any Prohibited Container Contaminants were found) and 4128 any photographs taken.
4129  For Compliance Reviews, the results of such review (i.e., 4130 Contractor’s findings as to whether the Customers reviewed are 4131 subscribed for Organic Waste Collection service, have an 4132 applicable waiver, or neither) and any relevant evidence 4133 supporting such findings (e.g., account records).
4134  Copies of any educational materials issued pursuant to such 4135 reviews.
4136 23.7.2.4 Documentation relating to observed Prohibited Container 4137 Contaminants, whether observed during Route Reviews or otherwise:
4138  Copies of the form of each notice issued to Customers for 4139 Prohibited Container Contaminants, as well as, for each such 4140 form, a list of the Customers to which such notice was issued, the 4141 date of issuance, the Customer’s name and service address, and 4142 the reason for issuance (if the form is used for multiple reasons).

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4143  The number of times notices were issued to Customers for 4144 Prohibited Container Contaminants.
4145  The number of Containers where the contents were Disposed 4146 due to observation of Prohibited Container Contaminants. 4147  A description of the Contractor's process for determining the level 4148 of Container Contamination.
4149 23.7.3 In the event that CalRecycle requires City to report an Implementation 4150 Schedule and/or Corrective Action Plan to comply with AB 341, AB 1826, SB 1383, 4151 SB 1594, and/or other Applicable Laws, Contractor will provide assistance to City 4152 in preparing a report, including Contractor’s policies and procedures related to 4153 compliance with AB 341, AB 1826, SB 1383, and/or other Applicable Laws and 4154 how Recyclable Materials or Organic Waste are Collected; a description of the 4155 geographic area, routes, list of addresses served, and a method for tracking 4156 Contamination; copies of route audits, copies of notice of Contamination; copies 4157 of notices, violations, education, and enforcement actions issued; and copies of 4158 educational materials, flyers, brochures, newsletters, website, and social media. 4159 23.8 Additional Reporting. Contractor must furnish City with any additional reports as 4160 may reasonably be required, and such reports are to be prepared within a reasonable 4161 time following the reporting period.
4162 23.9 Monthly Meetings. Contractor shall coordinate extensively with the City to support 4163 meeting the City’s sustainability goals, complying with applicable regulations, and 4164 assuring staff of Contractor’s quality and delivery of service. As such, following the 4165 submittal of monthly reports per Section 23.3, the City and Contractor shall meet at the 4166 time and place as designated by the Agreement Administrator. The Contractor shall be 4167 prepared to report to the City on progress made toward sustainability, diversion and 4168 compliance, discuss problems or issues with Collection programs, discuss Billing or 4169 Service Recipient service issues, and provide updates regarding day-to-day operations. 4170 The City may request additional detail or narrative regarding the Contractor’s most 4171 recently submitted reports.
4172 Article 24. Contractor’s Records
4173 24.1 Contractor shall keep and preserve, during the Term of this Agreement, full, 4174 complete, and accurate financial and accounting records, pertaining to cash, billing, and 4175 disposal transactions for the franchise area, prepared on an accrual basis in accordance 4176 with generally accepted accounting principles and Section 23.1 of this Agreement. These 4177 records and reports are necessary for the City to properly administer and monitor the 4178 Agreement and to assist the City in meeting the requirements of the Act. The Contractor 4179 shall keep and preserve, during the Term of this Agreement, and for a period of not less GreenWaste Recovery, LLC
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4180 than five (5) years following expiration or other termination hereof or for any longer period 4181 required by law, full, complete, and accurate records as indicated in the Agreement. 4182 24.2 Any records or documents required to be maintained pursuant to this Agreement 4183 must be made available for inspection or audit at any time during regular business hours, 4184 upon written request by the Agreement Administrator, the City Attorney, City Auditor, City 4185 Manager, or a designated representative of any of these officers. Copies of such 4186 documents will be provided to City electronically, available to City for inspection at the 4187 local Contractor office, or available to City for inspection at an alternate site if mutually 4188 agreed upon.
4189 24.2.1 Contractor acknowledges that City is legally obligated to comply with the 4190 California Public Records Act (“CPRA”). City acknowledges that Contractor may 4191 consider certain records, reports, or information contained therein (“Records”) 4192 which Contractor is required to provide to City under this Agreement to be of a 4193 proprietary or confidential nature. In such instances, Contractor will inform City in 4194 writing of which records are considered proprietary or confidential and shall identify 4195 the statutory exceptions to disclosure provided under the CPRA that legally permit 4196 non-disclosure of the Records. At such time as City receives a request for records 4197 under the CPRA or Federal Freedom of Information Act (“FOIA”), or a subpoena 4198 or other court order requesting disclosure of the Records, City will notify Contractor 4199 of the request, subpoena, or order and of City’s obligation and intent to provide a 4200 response within ten (10) calendar days. Contractor shall within five (5) calendar 4201 days either: (i) consent in writing to the disclosure of the Records; or (ii) seek and 4202 obtain, at Contractor’s sole cost and expense, the order of a court of competent 4203 jurisdiction staying or enjoining the disclosure of the Records. If Contractor fails to 4204 respond within the timeframe stipulated, then City may proceed to disclose the 4205 Records, in which event Contractor agrees, waives, and releases City of any 4206 liability for the disclosure of the Records. In the event Contractor seeks a court 4207 order to stay or enjoin the disclosure of the Records, Contractor agrees to 4208 indemnify, defend, and hold harmless the City, its Council, elected and appointed 4209 board or commission members, officers, employees, volunteers, and agents 4210 (collectively, "Indemnitees") from and against any and all loss, liability, penalty, 4211 forfeiture, claim, demand, action, proceeding, or suit in law or equity of any and 4212 every kind and description, whether judicial, quasi-judicial, or administrative in 4213 nature, arising or resulting from or in any way connected with the subject CPRA, 4214 FOIA request, or subpoena for the Records. This indemnity obligation shall survive 4215 the expiration or termination of this Agreement.
4216 24.3 Where City has reason to believe that such records or documents may be lost or 4217 discarded in the event of the dissolution, disbandment, or termination of Contractor’s 4218 business, City may, by written request or demand of any of the above-named officers, 4219 require that custody of the records be given to City and that the records and documents GreenWaste Recovery, LLC
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4220 be maintained in City Hall. Access to such records and documents will be granted to any 4221 party authorized by Contractor, Contractor’s representatives, or Contractor’s successor4222 in-interest. 4223 24.4 Failure to Keep and Preserve Records. The refusal of Contractor to keep and 4224 preserve any of the records required shall be deemed a material breach of this Agreement 4225 and shall subject Contractor to all remedies, legal or equitable, which are available to City 4226 under this Agreement or otherwise.
4227 INSURANCE, PERFORMANCE BOND & INDEMNITY
4228 Article 25. Performance Bond
4229 25.1 Performance Bond. Within ten (10) Business Days from the date the City Council 4230 approves this Agreement, Contractor must furnish to City, and keep current, a 4231 performance bond (hereinafter collectively “Performance Bond”), issued or drawn upon a 4232 surety, bank, or financial institution reasonably acceptable to City and in a form acceptable 4233 to the City Attorney, for the faithful performance of this Agreement and all obligations 4234 arising hereunder in an amount as follows:
4235 25.1.1 From July 1, 2027, and so long as this Agreement or any extension 4236 thereof remains in force, Contractor must maintain a performance bond in the 4237 amount of two million five hundred thousand dollars ($2,500,000). 4238 25.1.1.1 The performance bond must be executed by a surety company 4239 licensed to do business in the State of California; having an “A:VII" rating 4240 by A. M. Best or Standard and Poor’s; and included on the list of surety 4241 companies approved by the Treasurer of the United States. 4242 25.1.1.2 In the event City draws on the bond, all of City’s costs of collection 4243 and enforcement of the Bond, including reasonable attorney’s fees and 4244 costs, must be paid by Contractor.
4245 25.1.1.3 The Performance Bond must be renewed annually for the entire 4246 Term of the Agreement, and evidence must be provided to City annually as 4247 part of the Annual Agreement report, per Section 23.5.2.2. 4248 25.1.1.4 In the event Contractor shall for any reason (except as otherwise 4249 provided in this Agreement) become unable, or fail in any way, to perform 4250 as required by this Agreement, City may declare a portion or all of the 4251 Performance Bond, as may be necessary to recompense and make whole 4252 the City, forfeited to the City. Upon partial or full forfeiture of the Performance 4253 Bond, Contractor shall restore the Performance Bond to its original amount GreenWaste Recovery, LLC
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4254 within thirty (30) days of the City’s notice to do so. Failure to restore the 4255 Performance Bond to its full amount within thirty (30) days shall be a 4256 material breach of this Agreement, and shall subject Contractor to all 4257 remedies, legal or equitable, which are available to City under this 4258 Agreement or otherwise.
4259 Article 26. Insurance
4260 26.1 Insurance Policies. Contractor must secure and maintain, throughout the Term of 4261 this Agreement, insurance against claims for injuries to persons or damages to property 4262 which may arise from or in connection with Contractor’s performance of work or services 4263 under this Contract. Contractor’s performance of work or services includes performance 4264 by Contractor’s employees, agents, representatives, and subcontractors. 4265 26.2 Minimum Insurance Requirements.
4266 26.2.1 General Liability Insurance. Contractor shall maintain occurrence-based 4267 commercial general liability insurance with coverage at least as broad as Insurance 4268 Services Office Form CG 00 01, in an amount not less than $5,000,000 per 4269 occurrence, $10,000,000 general aggregate, for bodily injury, personal injury, and 4270 property damage. The policy must include contractual liability that has not been 4271 amended. Any endorsement restricting standard ISO “insured contract” language 4272 will not be accepted.
4273 26.2.2 Automobile Liability Insurance. Contractor shall maintain occurrence4274 based automobile insurance at least as broad as Insurance Services Office Form 4275 CA 00 01, covering bodily injury and property damages for all activities of the 4276 Contractor arising out of or in connection with Work to be performed under this 4277 Agreement, including any owned, hired, non-owned, or rented vehicles, in an 4278 amount not less than $10,000,000 combined single limit for each accident. 4279 26.2.3 Workers’ Compensation and Employers Liability: Contractor shall obtain 4280 and maintain Workers’ Compensation insurance with limits as required by the 4281 California Labor Code, and Employers Liability insurance with limits of $1,000,000 4282 per accident. Contractor shall submit to City, along with the certificate of insurance, 4283 a Waiver of Subrogation endorsement in favor of Agency, its officers, agents, 4284 employees, and volunteers.
4285 26.2.4 Environmental Pollution Liability: Pollution legal liability insurance 4286 coverage shall be occurrence-based in an amount no less than Twenty Million 4287 Dollars ($20,000,000) in the aggregate. Coverage shall be extended a minimum 4288 of three (3) years beyond the Term of the Agreement, and such insurance shall GreenWaste Recovery, LLC
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4289 contain all standard extensions customary for such policy and shall cover prior 4290 acts.
4291 26.2.5 Cyber Liability Insurance. Contractor shall maintain either an 4292 endorsement to its general liability policy, or a separate policy of insurance 4293 covering cyber liability. Said coverage shall be in the amount of not less than Five 4294 Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) 4295 in the aggregate.
4296 26.3 Insurance Provisions/Requirements.
4297 26.3.1 Additional Insured Status. General liability, automobile liability, and 4298 umbrella/excess liability insurance policies shall provide or be endorsed to provide 4299 that City and its officers, officials, employees, agents, and volunteers shall be 4300 additional insureds under such policies.
4301 26.3.2 Requirements not limiting. Requirements of specific coverage features 4302 or limits contained in this Section are not intended as a limitation on coverage, 4303 limits, or other requirements, or a waiver of any coverage normally provided by any 4304 insurance. Specific reference to a given coverage feature is for purposes of 4305 clarification only as it pertains to a given issue and is not intended by any party or 4306 insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any 4307 type. If Contractor maintains higher limits than the minimum shown above, the City 4308 requires and shall be entitled to coverage for the higher limits maintained by the 4309 Contractor. Any available insurance proceeds in excess of the specified minimum 4310 limits of insurance and coverage shall be available to the City. 4311 26.3.3 Self-Insured Retentions. Any self-insured retentions must be declared to 4312 and approved by City. City reserves the right to require that self-insured retentions 4313 be eliminated, lowered, or replaced by a deductible, or require proof of ability to 4314 pay losses and related investigations, claim administration, and defense expenses 4315 within the retention through confirmation from the underwriter. 4316 26.3.4 Primary/Non-Contributing. Coverage provided by Contractor shall be 4317 primary, and any insurance or self-insurance procured or maintained by City shall 4318 not be required to contribute with it. The limits of insurance required herein may be 4319 satisfied by a combination of primary and umbrella or excess insurance. Any 4320 umbrella or excess insurance shall contain or be endorsed to contain a provision 4321 that such coverage shall also apply on a primary and non-contributory basis for the 4322 benefit of City before the City’s own insurance or self-insurance shall be called 4323 upon to protect it as a named insured.

GreenWaste Recovery, LLC
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4324 26.3.5 Proof of Insurance. Contractor shall provide certificates of insurance and 4325 required endorsements to City as evidence of the insurance coverage required 4326 herein. Insurance certificates and endorsements must be approved by the City’s 4327 Risk Manager prior to commencement of performance. Current certification of 4328 insurance shall be kept on file with City for the Agreement period and any additional 4329 length of time required thereafter. City reserves the right to require complete, 4330 certified copies of all required insurance policies at any time. 4331 26.3.6 Duration of Coverage. Contractor shall procure and maintain for the 4332 Agreement period, and any additional length of time required thereafter, insurance 4333 against claims for injuries to persons or damages to property, or financial loss 4334 which may arise from or in connection with the performance of the Work hereunder 4335 by Contractor, their agents, representatives, employees, or subcontractors. 4336 26.3.7 City’s Rights of Enforcement. In the event any policy of insurance 4337 required under this Agreement does not comply with these specifications or is 4338 canceled and not replaced, City has the right but not the duty to obtain the 4339 insurance it deems necessary, and any premium paid by City will be promptly 4340 reimbursed by Contractor or City will withhold amounts sufficient to pay premium 4341 from Contractor payments. In the alternative, City may cancel this Agreement. 4342 26.3.8 Acceptable Insurers. All insurance policies shall be issued by an 4343 insurance company that is currently authorized by the Insurance Commissioner to 4344 transact business of insurance or that is on the List of Approved Surplus Line 4345 Insurers in the State of California, with an assigned policyholders’ Rating of A-VII 4346 and Financial Size Category Class VII (or larger) in accordance with the latest 4347 edition of Best’s Key Rating Guide, unless otherwise approved by the City’s Risk 4348 Manager.
4349 26.3.9 Waiver of Subrogation. All insurance coverage maintained or procured 4350 pursuant to this agreement shall be endorsed to waive subrogation against City, 4351 its elected or appointed officers, agents, officials, employees, and volunteers, or 4352 shall specifically allow Contractor or others providing insurance evidence in 4353 compliance with these specifications to waive their right of recovery prior to a loss. 4354 Contractor hereby waives its own right of recovery against City and shall require 4355 similar written express waivers and insurance clauses from each of its 4356 subcontractors.
4357 26.3.10 Enforcement of Contract Provisions (Non-Estoppel). Contractor 4358 acknowledges and agrees that any actual or alleged failure on the part of the City 4359 to inform Contractor of non-compliance with any requirement imposes no 4360 additional obligations on the City, nor does it waive any rights hereunder.

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4361 26.3.11 Notice of Cancellation. Contractor agrees to require its insurance agent 4362 or broker and insurers to provide the City with a thirty (30) day notice of cancellation 4363 (except for nonpayment for which a ten (10) day notice is required) or nonrenewal 4364 of coverage for each required coverage. If any of the Contractor’s insurers are 4365 unwilling to provide such notice, then Contractor shall have the responsibility of 4366 notifying the City immediately in the event of Contractor’s failure to renew any of 4367 the required insurance coverages or in the event of insurer’s cancellation or non4368 renewal. 4369 26.3.12 Prohibition of Undisclosed Coverage Limitations. None of the coverages 4370 required herein will be in compliance with these requirements if they include any 4371 limiting endorsement of any kind that has not been first submitted to City and 4372 approved of by the City in writing.
4373 26.3.13 Separation of Insureds. A severability of interests provision must apply 4374 for all additional insureds, ensuring that Contractor’s insurance shall apply 4375 separately to each insured against whom claim is made or suit is brought, except 4376 with respect to the insurer’s limits of liability. The policy(ies) shall not contain any 4377 cross-liability exclusions.
4378 26.3.14 Pass-Through Clause. Contractor agrees to ensure that its 4379 subconsultants, subcontractors, and any other parties who are brought onto or 4380 involved in the project/service by Contractor (hereinafter collectively 4381 “subcontractor”) provide the same minimum insurance coverage and 4382 endorsements required of Contractor. Contractor agrees to monitor and review all 4383 such coverage and assumes all responsibility for ensuring that such coverage is 4384 provided in conformity with the requirements of this Section. However, in the event 4385 Contractor’s subcontractor cannot comply with this requirement, proof of which 4386 must be submitted to the City, Contractor shall be required to ensure that its 4387 subcontractor provide and maintain insurance coverage and endorsements 4388 sufficient to the specific risk of exposure involved with subcontractor’s scope of 4389 work and services, with limits less than required of the Contractor, but in all other 4390 terms consistent with the Contractor’s requirements under this agreement. This 4391 provision does not relieve the Contractor of its contractual obligations under the 4392 agreement and/or limit its liability to the amount of insurance coverage provided by 4393 its subcontractors. This provision is intended solely to provide Contractor with the 4394 ability to utilize a subcontractor who may be otherwise qualified to perform the work 4395 or services but may not carry the same insurance limits as required of the 4396 Contractor under this agreement given the limited scope of work or services 4397 provided by the subcontractor. Contractor agrees that upon request, all 4398 agreements with subcontractors, and others engaged in the project, will be 4399 submitted to City for review.

GreenWaste Recovery, LLC
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564
4400 26.3.15 City’s Rights to Revise Specifications. The City reserves the right at any 4401 time during the Term of the Agreement to change the amounts and types of 4402 insurance required by giving the Contractor ninety (90) days advance written notice 4403 of such change. If such change results in substantial additional cost to the 4404 Contractor, the City and Contractor may renegotiate Contractor’s compensation. 4405 26.3.16 Timely Notice of Claims. Contractor shall give City prompt and timely 4406 notice of claims made or suits instituted that arise out of or result from Contractor’s 4407 performance under this Agreement, and that involve or may involve coverage 4408 under any of the required liability policies.
4409 26.3.17 Additional Insurance. Contractor shall also procure and maintain, at its 4410 own cost and expense, any additional kinds of insurance, which in its own 4411 judgment may be necessary for its proper protection and prosecution of the Work. 4412 Proof of insurance must be emailed to the Agreement Administrator, and also mailed to 4413 the following address, or any subsequent address as may be directed by the City. 4414 City of West Sacramento
4415 Sustainability Manager
4416 1110 West Capitol Avenue
4417 West Sacramento, CA 95691
4418 26.4 Subcontractors. Contractor must include all subcontractors performing services in 4419 the City as insureds under its policies, or subcontractors must obtain separate certificates 4420 and endorsements.
4421 26.5 Modification of Insurance Requirements. The insurance requirements provided in 4422 this Agreement may be modified or waived by City’s risk manager, in writing, upon the 4423 request of Contractor, if City’s risk manager determines such modification or waiver is in 4424 the best interest of City, considering all relevant factors, including exposure to City. 4425 26.6 Rights of Subrogation. All required insurance policies must preclude any 4426 underwriter’s rights of recovery or subrogation against City with respect to matters related 4427 to Contractor’s performance of its obligations under this Agreement, with the express 4428 intention of the parties being that the required insurance coverage protects both parties 4429 as the primary coverage for any and all losses covered by the above-described insurance. 4430 Contractor must ensure that any companies issuing insurance to cover the requirements 4431 contained in this Agreement agree that they will have no recourse against City for 4432 payment or assessments in any form on any policy of insurance. The clauses ‘Other 4433 Insurance Provisions’ and ‘Insured Duties in the Event of an Occurrence, Claim or Suit’ GreenWaste Recovery, LLC
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4434 as it appears in any policy of insurance in which City is named as an additional insured 4435 will not apply to City.
4436 26.7 Failure to maintain insurance. Should Contractor fail to obtain or maintain 4437 insurance as required by this Agreement, Contractor shall have seven (7) days from the 4438 time Contractor is put on notice of the defect to cure the failure, during which time 4439 City shall have the option, but not the obligation to, at Contractor’s sole expense: (i) hire 4440 replacement waste hauler services to perform Contractor’s tasks until insurance coverage 4441 is resumed; or (ii) obtain replacement insurance coverage during said cure period. Should 4442 Contractor fail to correct this defect, City shall have the option to terminate this Agreement 4443 immediately.
4444 Article 27. Hold Harmless and Indemnification
4445 27.1 Defense and Indemnity for Contractor’s Liabilities and Damages. Contractor shall 4446 indemnify, defend with counsel approved by the City, and hold City, its elected and 4447 appointed officials, officers, agents, employees, and volunteers (collectively “City 4448 Indemnitees”) harmless from and against any and all of Contractor’s liabilities, including 4449 but not limited to all claims, demands, lawsuits, judgments, damages, losses, injuries, 4450 expenses, and/or costs (including without limitation reasonable legal counsel fees, expert 4451 fees, and all other costs and fees of litigation) of every nature arising out of, brought, or 4452 claimed against Contractor by, or otherwise owed by Contractor to, Contractor’s 4453 employees, Contractor’s contractors or subcontractors, or the owners of Contractor’s firm. 4454 27.2 Defense and Indemnity of Third-Party Claims/Liability. Contractor shall indemnify, 4455 defend with legal counsel approved by City, and hold harmless City Indemnitees from and 4456 against any and all liabilities, including but not limited to all claims, demands, lawsuits, 4457 judgments, damages, losses, injuries, expenses, and/or costs (including without limitation 4458 reasonable legal counsel fees, expert fees, and all other costs and fees of litigation) of 4459 every nature arising out of or in connection with Contractor’s performance of work 4460 hereunder or its failure to comply with any of its obligations contained in the Agreement, 4461 except to the extent such loss or damage is caused by the active negligence, willful 4462 misconduct, breach of the Agreement, or violation of law by City or City Indemnitees (any 4463 of the foregoing causes, “City Fault”). Should conflict of interest principles preclude a 4464 single legal counsel from representing both City and Contractor, or should City otherwise 4465 find Contractor’s legal counsel unacceptable, then Contractor shall reimburse City its 4466 costs of defense, including without limitation reasonable legal counsel fees, expert fees, 4467 and all other costs and fees of litigation. The Contractor shall promptly pay City any final 4468 judgment rendered against City (and its officers, officials, employees, and volunteers) with 4469 respect to any liabilities or claims covered by this Section. It is expressly understood and 4470 agreed that the foregoing provisions are intended to be as broad and inclusive as is 4471 permitted by the law of the State of California and will survive termination of this 4472 Agreement.

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4473 27.2.1 Contractor’s obligations under this Section apply regardless of whether 4474 or not such claim, charge, damage, demand, lawsuit, action, proceeding, loss, 4475 injury, stop notice, expense, cost, judgment, civil fine or penalty, or liability was 4476 caused in part or contributed to by a City Indemnitee. However, without affecting 4477 the rights of City under any other Section of this Agreement, Contractor shall not 4478 be required to indemnify and hold harmless any City Indemnitee for liability to the 4479 extent attributable to City Fault, provided such City Fault is determined by 4480 agreement between the parties or by findings of a court of competent jurisdiction. 4481 In instances where City Fault is established and where City Fault accounts for only 4482 a percentage of the liability involved, the obligation of the Contractor will be for that 4483 entire portion or percentage of liability not attributable to City Fault. 4484 27.3 Nonwaiver. City does not waive, nor shall be deemed to have waived, any 4485 indemnity, defense or hold harmless rights under this Section because of the acceptance 4486 by City, or the deposit with City, of any insurance certificates or policies described in Article 4487 26.
4488 27.4 Diversion Indemnification. Subject to the requirements of Public Resources Code 4489 Section 40059.1, which will control in the event of any conflict with the provisions of this 4490 Section, Contractor agrees to protect and defend City Indemnitees with counsel selected 4491 by Contractor and approved by City, to pay all attorneys’ fees, and to indemnify, defend, 4492 and hold City Indemnitees harmless from and against all fines or penalties imposed by 4493 the California Integrated Waste Management Board if the Diversion goals specified in 4494 California Public Resources Code Section 41780, as it may be amended, are not met by 4495 City with respect to the Materials Collected by Contractor and if the lack in meeting such 4496 goals is attributable to the failure of Contractor to implement and operate the Recycling 4497 or Diversion programs or undertake the related activities required by this Agreement. In 4498 the event CalRecycle provides an administrative process to challenge the imposition of a 4499 compliance order or a fine or fines, Contractor will be responsible for engaging any 4500 consultants or attorneys necessary to represent City in any challenge. Contractor will be 4501 responsible for the retention of and payment to any consultants engaged to perform waste 4502 generation studies (Diversion and Disposal). All consultants and attorneys engaged 4503 hereunder are subject to the agreement of City and Contractor. 4504 27.5 Hazardous Substances Indemnification. Contractor agrees to indemnify, defend 4505 (with counsel reasonably approved by City), protect, and hold harmless the City 4506 Indemnitees from and against any and all claims of any kind whatsoever paid, suffered, 4507 or incurred by or against the City Indemnitees resulting from any repair, clean-up, removal 4508 action, or response action undertaken pursuant to CERCLA, the Health & Safety Code, 4509 or other similar Federal, State, or local law or regulation, with respect to Solid Waste or 4510 Household Hazardous Waste Collected and Disposed of by Contractor, except to the 4511 extent City Indemnitees or third parties caused the claims applicable herein The 4512 foregoing indemnity is intended to operate as an agreement pursuant to Section 107(e) GreenWaste Recovery, LLC
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4513 of CERCLA and Section 25364 of the Health & Safety Code to defend, protect, hold 4514 harmless, and indemnify the City Indemnitees from all forms of liability under CERCLA, 4515 the Health & Safety Code, or other similar Federal, State, or local law or regulation. 4516 27.6 Proposition 218 Release. City intends to comply with all Applicable Law concerning 4517 the Maximum Service Rates provided under this Agreement. Upon thorough analysis, the 4518 parties have made a Good Faith determination that the Maximum Service Rates for the 4519 Solid Waste Collection provided under this Agreement are not subject to California 4520 Constitution Articles XIIIC and XIIID because, among other reasons, such services are 4521 provided by a private corporation and not by City, Contractor independently establishes 4522 the rates for services within the limits established in this Agreement, the receipt of 4523 services is voluntary and not required of any property within City, and any owner or 4524 Service Recipient of property within City has the opportunity to avoid the services 4525 available under this Agreement either through Self-Hauling or use of property in such a 4526 manner that Solid Waste is not generated. Contractor understands and agrees that City 4527 may voluntarily elect to follow the requirements of California Constitution Article XIII D 4528 (Proposition 218) or other Applicable Law before approving any new or increased 4529 Maximum Service Rates. City shall not be in breach of this Agreement if its residents 4530 lawfully delay or prevent City from raising or imposing the Maximum Service Rates 4531 through the California Constitution Article XIII D or other applicable process. All costs 4532 incurred in providing notices required under California Constitution Article XIII D or other 4533 Applicable Law in connection with a rate adjustment shall be paid by the City, however, 4534 Contractor shall cooperate in the development and review of the notice as requested by 4535 the City. In the event that a third party challenges the Maximum Service Rates as being 4536 in violation of Article XIIIC or XIIID of the California Constitution, or otherwise asserts that 4537 the Maximum Service Rates are an invalid tax, assessment, or fee, Contractor agrees to 4538 waive, release, and hold harmless the City indemnitees from and against any and all 4539 claims Contractor may have against the City Indemnitees resulting therefrom, and to 4540 indemnify and defend City indemnitees, with legal counsel reasonably acceptable to City, 4541 from any third-party claim, suit, or other action, whether administrative, legal, or equitable, 4542 challenging the Maximum Service Rates authorized under this Agreement or as being in 4543 violation of Article XIIIC or XIIID of the California Constitution, or otherwise asserting that 4544 the Maximum Service Rates are an invalid tax, assessment, or fee. This Section will 4545 survive the expiration or termination of this Agreement for claims arising prior to the 4546 expiration or termination of this Agreement.
4547 27.7 Employment & Labor Practices. Contractor shall indemnify, defend, and hold 4548 harmless City Indemnitees, from any and all liability, damages, claims, costs, and 4549 expenses of any nature to the extent arising from Contractor's personnel and labor 4550 practices, including failure to pay and comply with state or federal prevailing wage laws 4551 should such be applicable to Contractor’s personnel or labor practices or to one or more 4552 of the services it provides pursuant to the Agreement. All duties of Contractor under this 4553 paragraph shall survive termination of this Agreement.

GreenWaste Recovery, LLC
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4554 27.8 Consideration. It is specifically understood and agreed that the consideration 4555 inuring to Contractor for the execution of this Agreement consists of the promises, 4556 payments, covenants, rights, and responsibilities contained in this Agreement. 4557 27.9 Obligation. This Agreement obligates Contractor to comply with the foregoing 4558 indemnification and release provisions; however, the collateral obligation of providing 4559 insurance must also be complied with as set forth in this Agreement. The provision of 4560 insurance and the coverage limits therein shall not in any way be a limitation on 4561 Contractor’s indemnification and defense obligations. 4562 27.10 Subcontractors. Contractor must require all subcontractors performing work in the 4563 City to enter into a contract containing the provisions set forth in Article 26, in which 4564 contract the subcontractor fully indemnifies City in accordance with this Agreement. 4565 27.11 Exception. Notwithstanding other provisions of this Agreement, Contractor’s 4566 obligation to indemnify, hold harmless, and defend City Indemnitees will not extend to any 4567 loss, liability, penalty, damage, action, or suit to the extent arising or resulting from City 4568 Fault.
4569 27.12 Damage by Contractor. If Contractor’s employees or subcontractors cause any 4570 injury, damage, or loss to City property, including but not limited to City streets or curbs, 4571 excluding normal wear and tear, Contractor must reimburse City for City’s cost of repairing 4572 or replacing such injury, damage, or loss. Such reimbursement is not in derogation of any 4573 right of City to be indemnified by Contractor for any such injury, damage, or loss. With the 4574 prior written approval of City, Contractor may repair the damage at Contractor’s sole cost 4575 and expense. Any injury, damage, or loss to private property caused by the negligent or 4576 willful acts or omissions of Contractor to private property must be repaired or replaced by 4577 Contractor at Contractor’s sole expense. Disputes between Contractor and its Service 4578 Recipients or private property owners as to damage to private property are civil matters, 4579 and complaints of damage will be referred to Contractor as a matter within its sole 4580 responsibility and as a matter within the scope of this Article. 4581 PERFORMANCE, DEFAULT & REMEDIES
4582 Article 28. Modifications to the Agreement
4583 28.1 City-Directed Change. City has the power to make changes in this Agreement to 4584 impose new rules and regulations on Contractor under this Agreement relative to the 4585 scope and methods of providing Collection Services, as may from time to time be 4586 necessary and desirable for the public welfare. The size of Collection Containers specified 4587 herein for Bundled Service and Minimum Mandatory Service are designed to meet the 4588 requirements of Applicable Law, inclusive of the State’s Recycling mandates, including 4589 AB 341, AB 1826, and SB 1383, and to be appropriate for the capabilities and capacities GreenWaste Recovery, LLC
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4590 of available Materials Recovery Facilities and Organic Waste Processing Facilities at the 4591 start of this Agreement. The capabilities and capacities of such facilities may change 4592 during the Term of this Agreement; as such, City reserves the right to redirect materials 4593 to alternate facilities and change the designated sizes of Carts and/or Bins in Bundled 4594 Services and Minimum Mandatory Service in accordance with any such changes. City will 4595 give the Contractor notice of any proposed change, as well as an opportunity to be heard 4596 concerning those matters, and agrees to adjust Maximum Service Rates to reasonably 4597 reflect additional costs borne by Contractor. The scope and method of providing Solid 4598 Waste Collection as referenced herein will be liberally construed to include the 4599 procedures, operations, and obligations, financial or otherwise, of Contractor. When such 4600 modifications are made to this Agreement, City and Contractor will negotiate in Good 4601 Faith a reasonable and appropriate compensation adjustment for any increase or 4602 decrease in the services or other obligations required of Contractor due to any 4603 modification in the Agreement under this Article. City and Contractor will not unreasonably 4604 withhold agreement to such compensation adjustment. Should agreement between City 4605 and Contractor on compensation adjustment not be reached within six (6) months of the 4606 change request, or other period as agreed upon by both parties, City and Contractor 4607 agree to submit the compensation adjustment to binding arbitration as described in 4608 Section 28.3. Notwithstanding any other provision of this Agreement, Contractor shall not 4609 be required to implement any City-Directed change that is reasonably expected to 4610 increase Contractor’s costs unless and until the City has approved adjusted Maximum 4611 Service Rates in accordance with this Section.
4612 28.2 Change in Law. City and Contractor understand and agree that the California 4613 Legislature has the authority to make comprehensive changes in Solid Waste Handling 4614 legislation, and that these and other changes in Applicable Law in the future which 4615 mandate certain actions or programs for counties, municipalities, or Contractor may 4616 require changes or modifications in some of the terms, conditions, or obligations under 4617 this Agreement. Contractor agrees that the terms and provisions of the City Municipal 4618 Code, as it now exists or as it may be amended in the future (in a manner not inconsistent 4619 with this Agreement), will apply to all of the provisions of this Agreement and the Service 4620 Recipients of Contractor located within the Service Area. In the event any future change 4621 in Applicable Law, inclusive of any change in Federal, State, or local laws or regulations 4622 or the City Code that materially alters the obligations of Contractor, then Contractor shall 4623 be obligated to, and hereby agrees to, undertake such new or modified services or 4624 programs or take such other actions as may be necessary to comply with the Change in 4625 Law (“Modified Services”), provided that City and Contractor negotiate in Good Faith, and 4626 agree upon a reasonable and appropriate compensation adjustment for such Modified 4627 Services. City and Contractor will not unreasonably withhold agreement to such 4628 compensation adjustment. Should agreement between City and Contractor on 4629 compensation adjustment not be reached within six (6) months of the change request, or 4630 other period as agreed upon by both parties, City and Contractor agree to submit the 4631 compensation adjustment to binding arbitration as described in Section 28.3. Nothing GreenWaste Recovery, LLC
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4632 contained in this Agreement will require any party to perform any act or function contrary 4633 to Applicable Law.
4634 28.3 Arbitration. Arbitration shall be conducted by a single arbitrator. If, within twenty 4635 (20) days from the receipt of a request to arbitrate (or such longer period mutually agreed 4636 to by the parties), the parties are unable to agree on an arbitrator, then a single arbitrator 4637 shall be appointed pursuant to the Commercial Arbitration Rules of the American 4638 Arbitration Association, which shall govern any arbitration requested under this provision. 4639 Each Party shall bear its own costs and expenses of any arbitration. Each Party shall pay 4640 one-half of the costs of the arbitrator.
4641 Article 29. Quality of Performance of Contractor
4642 29.1 Intent. Contractor acknowledges and agrees that one of City’s primary goals in 4643 entering into this Agreement is to ensure that the Solid Waste Collection is of the highest 4644 caliber, that Service Recipient satisfaction remains at the highest level, that maximum 4645 Diversion levels are achieved, and that materials Collected are put to the highest and best 4646 use to the maximum extent possible.
4647 29.2 Administrative Charges and Penalties. Quality performance by the Contractor is of 4648 primary importance. In acknowledgement of this, Contractor agrees to pay City 4649 Administrative Charges and Penalties as detailed in Exhibit 5 should Contractor fail to 4650 meet its responsibilities under this Agreement. Contractor warrants that potential 4651 Administrative Charges and Penalties shall neither impact or be included in the Maximum 4652 Service Rates, and Contractor has set Maximum Service Rates with the expectation that 4653 the Contractor is capable of achieving all performance standards as included in Exhibit 5. 4654 Should Contractor be in breach of the requirements set forth in this Agreement, it is 4655 mutually understood and agreed that the public will necessarily suffer damages and that 4656 such damages, from the nature of the default in performance, will be extremely difficult 4657 and impractical to fix. City finds, and the Contractor agrees, that as of the time of the 4658 execution of this Agreement, it is impractical, if not impossible, to reasonably ascertain 4659 the extent of damages which will be incurred by City as a result of a breach by Contractor 4660 of its obligations under this Agreement. The factors relating to the impracticability of 4661 ascertaining damages include, but are not limited to, the fact that: (i) substantial damage 4662 results to members of the public who are denied services or denied quality or reliable 4663 service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of 4664 the benefits of this Agreement to individual members of the general public for whose 4665 benefit this Agreement exists, in subjective ways and in varying degrees of intensity which 4666 are incapable of measurement in precise monetary terms; (iii) services might be available 4667 at substantially lower costs than alternative services, and the monetary loss resulting from 4668 denial of services or denial of quality or reliable services is impossible to calculate in 4669 precise monetary terms; and (iv) the termination of this Agreement for such breaches, GreenWaste Recovery, LLC
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4670 and other remedies are, at best, a means of future correction and not remedies which 4671 make the public whole for past breaches.
4672 29.3 Procedure for Review of Administrative Charges. The Agreement Administrator 4673 may assess Administrative Charges and Penalties as specified in Exhibit 5 pursuant to 4674 this Agreement on a Quarterly basis. Within twenty (20) Business Days following City 4675 receipt of Contractor’s Quarterly Report, the Agreement Administrator will issue a written 4676 notice to Contractor (“Notice of Assessment”), which may be transmitted via mail or email, 4677 of the Administrative Charges and Penalties assessed and the basis for each 4678 assessment.
4679 29.3.1 The assessment will become final, unless, within ten (10) Business Days 4680 of the date of the Notice of Assessment, Contractor provides a written request for 4681 a meeting with the City Manager to present evidence that the assessment should 4682 not be made.
4683 29.3.2 The Agreement Administrator will schedule a meeting between 4684 Contractor and the City Manager as soon as reasonably possible after timely 4685 receipt of Contractor’s request.
4686 29.3.3 The City Manager will review Contractor’s evidence and render a 4687 decision sustaining or reversing the Administrative Charges and Penalties as soon 4688 as reasonably possible after the meeting. Written notice of the decision will be 4689 provided to Contractor.
4690 29.3.4 In the event Contractor does not submit a written request for a meeting 4691 within ten (10) Business Days of the date of the Notice of Assessment, the 4692 Agreement Administrator’s determination will be final. 4693 29.3.5 City’s assessment or collection of Administrative Charges and Penalties 4694 will not prevent City from exercising any other right or remedy, including the right 4695 to terminate this Agreement, for Contractor’s failure to perform the work and 4696 services in the manner set forth in this Agreement. 4697 29.3.6 Payment Timing and Procedures. Contractor shall pay any 4698 Administrative Charges assessed by the City within fifteen (15) Business Days 4699 after the date the Administrative Charges are assessed. If they are not paid within 4700 the fifteen (15) Business Day period, the City may proceed against the 4701 performance bond required by the Agreement, treat the failure as a default under 4702 Article 30, or all of the above. All payments of Administrative Charges shall be 4703 remitted by Contractor check, bank draft or money order, payable to The City of 4704 West Sacramento and delivered to the address included in Article 45.

GreenWaste Recovery, LLC
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4705 29.4 Uncontrollable Circumstances.
4706 29.4.1 If either Party is prevented from or delayed in performing its duties under 4707 this Agreement by circumstances beyond its control, whether or not foreseeable, 4708 including, without limitation, acts of terrorism, landslides, lightning, forest fires, 4709 storms, floods, severe weather, freezing, earthquakes, other natural or man-made 4710 disasters, the threat of such natural or man-made disasters, pandemics (or threat 4711 of same), quarantines, civil disturbances, acts of the public enemy, wars, 4712 blockades, public riots, strikes, lockouts or other labor disturbances, acts of 4713 government or governmental restraint, or other causes, whether of the kind 4714 enumerated or otherwise, that are not reasonably within the control of the affected 4715 Party, then the affected Party will be excused from performance hereunder during 4716 the period of such disability.
4717 29.4.2 The Party claiming excuse from performance must promptly notify the 4718 other Party when it learns of the existence of such cause, including the facts 4719 constituting such cause, and when such cause has terminated. 4720 29.4.3 The interruption or discontinuance of services by a Party caused by 4721 circumstances outside of its control will not constitute a default under this 4722 Agreement.
4723 Article 30. Default of Agreement
4724 30.1 Termination. City may cancel this Agreement, except as otherwise provided below 4725 in this Section, by giving Contractor thirty (30) calendar days advance written notice, to 4726 be served as provided in this Agreement, upon the happening of any one of the following 4727 events:
4728 30.1.1 Contractor takes the benefit of any present or future insolvency statute; 4729 makes a general assignment for the benefit of creditors; files a voluntary petition 4730 in bankruptcy (court); files a petition or answer seeking an arrangement for its 4731 reorganization or the readjustment of its indebtedness under the Federal 4732 bankruptcy laws or under any other law or statute of the United States or any State 4733 thereof; or consents to the appointment of a receiver, trustee or liquidator of all or 4734 substantially all of its property; or
4735 30.1.2 By order or decree of a court, Contractor is adjudged bankrupt or an 4736 order is made approving a petition filed by any of its creditors or by any of the 4737 stockholders of Contractor, seeking its reorganization or the readjustment of its 4738 indebtedness under the Federal bankruptcy laws or under any law or statute of the 4739 United States or of any State thereof, provided that if any such judgment or order 4740 is stayed or vacated within sixty (60) calendar days after the entry thereof, any GreenWaste Recovery, LLC
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4741 notice of default will be and become null, void, and of no effect, unless such stayed 4742 judgment or order is reinstated, in which case such default will be deemed 4743 immediate; or
4744 30.1.3 By, pursuant to, or under the authority of any legislative act, resolution, 4745 or rule or any order or decree of any court or governmental board, agency, or officer 4746 having jurisdiction, a receiver, trustee, or liquidator takes possession or control of 4747 all or substantially all of the property of Contractor, and such possession or control 4748 continues in effect for a period of sixty (60) calendar days; or 4749 30.1.4 Contractor has defaulted, by failing or refusing to pay in a timely manner 4750 undisputed Administrative Charges and Penalties or other undisputed amounts 4751 due to City under this Agreement, and such default is not cured within sixty (60) 4752 calendar days of receipt of written notice by City to do so; or 4753 30.1.5 Contractor has defaulted by allowing any final judgment for the payment 4754 of money owed to City to stand against it unsatisfied and such default is not cured 4755 within sixty (60) calendar days of receipt of written notice by City to do so; or 4756 30.1.6 In the event that the monies due City is the subject of a judicial 4757 proceeding, Contractor will not be in default if the sum of money is bonded. All 4758 bonds must be in the form acceptable to the City Attorney; or 4759 30.1.7 Contractor has defaulted, by failing or refusing to perform or observe 4760 any of the terms, conditions, or covenants in this Agreement, including, but not 4761 limited to, the maintenance of a performance bond in accordance with Article 25 or 4762 any of the rules and regulations promulgated by City pursuant thereto, or has 4763 wrongfully failed or refused to comply with the instructions of the Agreement 4764 Administrator relative thereto, and such default is not cured within sixty (60) 4765 calendar days of receipt of written notice by City to do so, or if by reason of the 4766 nature of such default, the same cannot be remedied within sixty (60) calendar 4767 days following receipt by Contractor of written demand from City to do so, 4768 Contractor fails to commence the remedy of such default within such sixty (60) 4769 calendar days following such written notice or having so commenced fails 4770 thereafter to continue with diligence the curing thereof (with Contractor having the 4771 burden of proof to demonstrate (a) that the default cannot be cured within sixty 4772 (60) calendar days, and (b) that it is proceeding with diligence to cure such default, 4773 and such default will be cured within a reasonable period of time). However, 4774 notwithstanding anything contained herein to the contrary, for the failure of 4775 Contractor to provide Solid Waste Collection for a period of three (3) consecutive 4776 Workdays, City may secure Contractor's records on the fourth (4th) Workday in 4777 order to provide interim Solid Waste Collection until such time as the matter is 4778 resolved and Contractor is again able to perform pursuant to this Agreement; GreenWaste Recovery, LLC
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4779 provided, however, if Contractor is unable for any reason or cause to resume 4780 performance at the end of sixty (60) calendar days, all liability of City under this 4781 Agreement to Contractor will cease and this Agreement may be terminated by City. 4782 30.2 Violations. Notwithstanding the foregoing and as supplemental and additional 4783 means of termination of this Agreement under this Article, in the event that Contractor's 4784 record of performance shows that Contractor has defaulted in the performance of any of 4785 the covenants and conditions required herein to be kept and performed by Contractor 4786 three (3) or more times in any twenty-four (24) month period, and regardless of whether 4787 the Contractor has corrected each individual condition of default, Contractor will be 4788 deemed a "habitual violator", will be deemed to have waived the right to any further notice 4789 or grace period to correct, and all such defaults will be considered cumulative and 4790 collectively will constitute a condition of irredeemable default. City may thereupon issue 4791 Contractor a final warning citing the circumstances under which Contractor has become 4792 a “habitual violator” pursuant to this Section, and any single default by Contractor of 4793 whatever nature, subsequent to the occurrence of the last of such cumulative defaults, 4794 will be grounds for immediate termination of the Agreement. In the event of any such 4795 subsequent default, City may terminate this Agreement upon giving of written final notice 4796 to Contractor, such cancellation to be effective upon the date specified in City's written 4797 notice to Contractor, and all contractual fees due hereunder plus any and all charges and 4798 interest will be payable to such date, and Contractor will have no further rights hereunder. 4799 Immediately upon the specified date in such final notice, Contractor must cease any 4800 further performance under this Agreement.
4801 30.3 Effective Date. In the event of any of the events specified above, and except as 4802 otherwise provided in such subsections, termination will be effective upon the date 4803 specified in City's written notice to Contractor, and upon such date this Agreement will be 4804 deemed immediately terminated and upon such termination, except for payment of 4805 services rendered up to and including the date of termination, all liability of City under this 4806 Agreement to Contractor will cease, and City will have the right to call the performance 4807 bond and will be free to negotiate with other contractors for the operation of interim and 4808 long-term Collection Services. Contractor must reimburse City for all direct and indirect 4809 costs of providing any interim Solid Waste Collection as a result of Contractor’s default in 4810 this Agreement.
4811 30.4 Termination Cumulative. City’s right to terminate this Agreement is cumulative to 4812 any other rights and remedies provided by law or by this Agreement. 4813 30.5 Alternative Service. Should Contractor, for any reason, except the occurrence or 4814 existence of any of the events or conditions set forth in Section 29.4 (Uncontrollable 4815 Circumstances), refuse or be unable for a period of more than forty-eight (48) hours to 4816 Collect a material portion or all of the Solid Waste which it is obligated under this 4817 Agreement to Collect, and as a result, Solid Waste should accumulate in City to such an GreenWaste Recovery, LLC
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4818 extent, in such a manner, or for such a time that the City Manager, in the reasonable 4819 exercise of the City Manager's discretion, should find that such accumulation endangers 4820 or menaces the public health, safety, or welfare, then City will have the freedom to 4821 contract with another Solid Waste enterprise to Collect any or all Solid Waste which 4822 Contractor is obligated to Collect pursuant to this Contract. City must provide twenty-four 4823 (24) hours prior written notice to Contractor during the period of such event, before 4824 contracting with another Solid Waste enterprise to Collect any or all Solid Waste that 4825 Contractor would otherwise Collect pursuant to this Agreement for the duration of the 4826 period during which Contractor is unable to provide such services. In such event, 4827 Contractor must undertake commercially reasonable efforts to identify sources from which 4828 such substitute Solid Waste services are immediately available and must reimburse City 4829 for all of its expenses for such substitute services during period in which Contractor is 4830 unable to provide Solid Waste Collection required by this Agreement. 4831 30.6 Survival of Certain Contractor Obligations. Notwithstanding the termination of this 4832 Agreement by Contractor or City, Contractor’s obligation to indemnify, defend, and hold 4833 City and City Indemnitees harmless as provided in this Agreement shall survive any 4834 termination of this Agreement. Notwithstanding the termination of this Agreement by 4835 Contractor or City, such act shall not automatically invalidate or cancel any insurance 4836 policy, letter of credit, performance bond, or similar instruments provided by Contractor 4837 under this Agreement, and such policies, letters of credit, performance bonds, and other 4838 instruments shall remain in full force and effect for one (1) full year after termination. 4839 Article 31. Transition to Next Contractor
4840 31.1 In the event Contractor is not awarded an extension or new contract to continue to 4841 provide Solid Waste Collection following the expiration or early termination of this 4842 Agreement, Contractor will cooperate fully and in good faith with City and any subsequent 4843 contractors to assure a smooth transition of services described in this Agreement. Such 4844 cooperation will include, but not be limited to, timely transfer of computer data, files, and 4845 tapes; timely providing routing information, route maps, vehicle fleet information, and list 4846 of Service Recipients; timely providing a complete inventory of all Collection Containers; 4847 timely providing adequate labor and equipment to complete performance of all Solid 4848 Waste Collection required under this Agreement; timely taking reasonable actions 4849 necessary to transfer ownership of Carts and Bins, as appropriate, to City, including 4850 transporting such Containers to a location designated by the Agreement Administrator; 4851 and timely coordinating Collection of Materials set out in new Containers if new 4852 Containers are provided for a subsequent Agreement and providing other reports and 4853 data required by this Agreement. As used herein, “timely” means Contractor acting 4854 promptly upon expiration or early termination of this Agreement to ensure that there is no 4855 disruption of service to Customers and no interruption of billing and collecting of payments 4856 for Collection Services.

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4857 OTHER AGREEMENTS OF THE PARTIES
4858 Article 32. Legal Representation
4859 32.1 Acknowledgement. It is acknowledged that each Party was, or had the opportunity 4860 to be, represented by counsel in the preparation of, and contributed equally to the terms 4861 and conditions of, this Agreement, and, accordingly, the rule that a contract will be 4862 interpreted strictly against the Party preparing the same will not apply, due to the joint 4863 contributions of both parties.
4864 Article 33. Conflict of Interest
4865 33.1 Financial Interest. Contractor is unaware of any City employee or official who has 4866 a financial interest in Contractor’s business. During the Term of this Agreement and/or as 4867 a result of being awarded this Agreement, Contractor shall not offer, encourage, or accept 4868 any financial interest in Contractor’s business by any City employee or official. 4869 Article 34. Exempt Waste
4870 34.1 Except as otherwise provided in Sections 9.5 and 10.5 regarding HHW, Contractor 4871 is not required to Collect or Dispose of Exempt Waste but may offer such services. All 4872 such Collection and Disposal of Exempt Waste is not regulated under this Agreement, but 4873 if provided by Contractor must be in strict compliance with all Applicable Laws. 4874 Article 35. Independent Contractor
4875 35.1 In the performance of services pursuant to this Agreement, Contractor is an 4876 independent contractor and not an officer, agent, servant, or employee of City. Contractor 4877 will have exclusive control of the details of the services and work performed, and over all 4878 persons performing such services and work. Contractor is solely responsible for the acts 4879 and omissions of its officers, agents, employees, contractors, and subcontractors, if any. 4880 All employees, agents, contractors or subcontractors hired or retained by Contractor are 4881 employees, agents, contractors or subcontractors of Contractor and not of City. City shall 4882 not be obligated in any way to pay any wage claims or other claims made against 4883 Contractor by any such employees, agents, contractors or subcontractors, or any other 4884 person resulting from performance of this Agreement. In the event that Contractor or any 4885 employee, agent, or subcontractor of Contractor providing services under this Agreement 4886 claims or is determined by a court of competent jurisdiction or the California Public 4887 Employees Retirement System (PERS) to be eligible for enrollment in PERS as an 4888 employee of City, Contractor shall indemnify, defend, and hold harmless City for the 4889 payment of any employee and/or employer contributions for PERS benefits on behalf of 4890 Contractor or its employees, agents, or subcontractors, as well as for the payment of any 4891 penalties and interest on such contributions, which would otherwise be the responsibility GreenWaste Recovery, LLC
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4892 of City. Notwithstanding any other agency, state or federal policy, rule, regulation, law or 4893 ordinance to the contrary, To the greatest extent permitted by law, Contractor and its 4894 employees, agents, and subcontractors shall not qualify for or become entitled to, and 4895 hereby agree to waive any claims to, any compensation, benefit, or any incident of 4896 employment by City, including but not limited to eligibility to enroll in PERS as an 4897 employee of City and entitlement to any contribution to be paid by City for employer 4898 contribution and/or employee contributions for PERS benefits. 4899 35.2 Subcontractors. Contractor will require all subcontractors performing work in the 4900 City to enter into a contract containing the provisions set forth in the preceding subsection, 4901 in which contract the subcontractor agrees that Contractor and subcontractor are 4902 independent contractors and have no other agency relationship with City. 4903 Article 36. Laws to Govern
4904 36.1 The laws of the State of California govern the rights, obligations, duties, and 4905 liabilities of City and Contractor under this Agreement, and govern the interpretation of 4906 this Agreement.
4907 Article 37. Consent to Jurisdiction
4908 37.1 The parties agree that any litigation between City and Contractor concerning or 4909 arising out of this Contract must be filed and maintained exclusively in the Superior Courts 4910 of Yolo County, State of California, or in the United States District Court for the Eastern 4911 District of California to the fullest extent permissible by law. Each Party consents to 4912 service of process in any manner authorized by California law. 4913 Article 38. Assignment
4914 38.1 No assignment of this Agreement or any right occurring under this Agreement may 4915 be made in whole or in part by Contractor without the express prior written consent of the 4916 City. City will have full discretion to approve or deny, with or without cause, any proposed 4917 or actual assignment by the Contractor. Any assignment of this Agreement made by 4918 Contractor without the express written consent of the City will be null and void and will be 4919 grounds for City to declare a default of this Agreement and immediately terminate this 4920 Agreement by giving written notice to Contractor, and upon the date of such notice this 4921 Agreement will be deemed immediately terminated, and upon such termination all liability 4922 of City under this Agreement to Contractor will cease, and City will have the right to call 4923 the performance bond and will be free to negotiate with other contractors for the services 4924 that are the subject of this Agreement. In the event of any assignment approved by City, 4925 the assignee must fully assume all the liabilities of Contractor by way of an assignment 4926 and assumption agreement. The sale, assignment, transfer, or other disposition, on a 4927 cumulative basis, of twenty-five percent (25%) or more of the ownership interest in GreenWaste Recovery, LLC
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4928 Contractor or twenty-five percent (25%) or more of the voting control of Contractor 4929 (whether Contractor is a corporation, limited liability company, partnership, joint venture 4930 or otherwise) shall constitute an assignment for purposes of this Agreement, requiring 4931 prior written consent of the City. Further, the involvement of Contractor or its assets in any 4932 transaction or series of transactions (by way of merger, sale, acquisition, financing, 4933 transfer, leveraged buyout, or otherwise), whether or not a formal assignment of this 4934 Agreement, which reduces Contractor’s assets or net worth by twenty-five percent (25%) 4935 or more, shall also constitute an assignment for purposes of this Agreement, also 4936 requiring prior written consent of the City. Upon notification to the City of any proposed 4937 assignment, Contractor shall provide to the City a payment of one hundred fifty thousand 4938 dollars ($150,000) for the City to perform its due diligence related to the requested 4939 assignment.
4940 38.2 The use of a subcontractor to perform services under this Agreement will not 4941 constitute delegation of Contractor’s duties if Contractor has received prior written 4942 authorization from the Agreement Administrator to subcontract such services and the 4943 Agreement Administrator has approved a subcontractor who will perform such services. 4944 Contractor will be responsible for directing the work of Contractor’s subcontractors, and 4945 any compensation due or payable to Contractor’s subcontractor will be the sole 4946 responsibility of Contractor. The Agreement Administrator will have the right to require the 4947 removal of any approved subcontractor for reasonable cause. 4948 Article 39. Compliance with Laws
4949 39.1 In the performance of this Agreement, Contractor must comply with all Applicable 4950 Laws, including, without limitation, the West Sacramento Municipal Code. 4951 39.2 City shall provide written notice to Contractor of any planned amendment of the 4952 West Sacramento Municipal Code that would substantially affect the performance of 4953 Contractor’s services pursuant to this Agreement. Such notice must be provided at least 4954 thirty (30) calendar days prior to the City Council’s approval of such an amendment. 4955 Article 40. Permits and Licenses
4956 40.1 Contractor shall obtain, at its own expense, all permits and licenses required by 4957 law or ordinance, and shall maintain same in full force and effect throughout the Term of 4958 this Agreement. Contractor must provide proof of such permits, licenses, or approvals and 4959 must demonstrate compliance with the terms and conditions of such permits, licenses, 4960 and approvals upon the request of the Agreement Administrator. 4961 40.2 The Contractor must procure and maintain a valid City Business License 4962 throughout the Term of the Agreement.

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4963 Article 41. Ownership of Written Materials
4964 41.1 Contractor hereby grants City a non-exclusive license to all reports, documents, 4965 brochures, public education materials, and other similar written, printed, electronic, or 4966 photographic materials developed by Contractor at the request of City or as required 4967 under this Agreement and intended for public use, without limitation or restrictions on the 4968 use of such materials by City. Contractor may not use such materials that specifically 4969 reference City for other purposes without the prior written consent of the Agreement 4970 Administrator. This Article does not apply to ideas or concepts described in such materials 4971 and does not apply to the format of such materials. 4972 Article 42. Waiver
4973 42.1 Waiver by City or Contractor of any breach for violation of any term, covenant, or 4974 condition of this Agreement will not be deemed to be a waiver of any other term, covenant, 4975 or condition or any subsequent breach for violation of the same or of any other term, 4976 covenant, or condition. The subsequent acceptance by City of any fee, tax, or any other 4977 monies which may become due from Contractor to City will not be deemed to be a waiver 4978 by City of any breach for violation of any term, covenant, or condition of this Agreement. 4979 Article 43. Prohibition Against Gifts
4980 43.1 Contractor shall not offer any gifts to any elected official, appointed officer or 4981 employee of City, or any relative or spouse of such elected official, appointed officer or 4982 employee. For purposes of this Section, “gift” shall be defined as set forth in the 4983 Regulations of the Fair Political Practices Commission, Title 2, Division 6, California Code 4984 of Regulations.
4985 Article 44. Point of Contact
4986 44.1 The day-to-day dealings between Contractor and City will be between Contractor 4987 and the Agreement Administrator.
4988 Article 45. Notices
4989 45.1 Except as provided in this Agreement, whenever either Party desires to give notice 4990 to the other, it must be given by written notice addressed to the Party for whom it is 4991 intended, at the place last specified, and to the place for giving of notice in compliance 4992 with the provisions of this Section. For the present, the parties designate the following as 4993 the respective persons and places for giving of notice:
4994 As to the City:
4995 ________________
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4996 ________________
4997 ________________
4998 As to the Contractor:
4999 ________________
5000 ________________
5001 ________________
5002 45.2 Notices given by personal delivery shall be effective immediately. Notices given by 5003 mail shall be deemed to have been delivered forty-eight (48) hours after having been 5004 deposited in the United States mail. Changes in the respective address to which such 5005 notice is to be directed may be made by written notice. 5006 45.3 Notice by City to Contractor of a Collection or other Service Recipient problem or 5007 complaint may be given to Contractor orally by telephone at Contractor’s local office with 5008 confirmation sent to Contractor through the Customer Service System by the end of the 5009 Workday.
5010 MISCELLANEOUS AGREEMENTS
5011 Article 46. Nondiscrimination
5012 46.1 Nondiscrimination. In the performance of all work and services performed under 5013 this Agreement, Contractor shall not discriminate, nor permit any 5014 subcontractor to discriminate, against any person on account of race, color, national 5015 origin, ancestry, religion, sex, age, physical disability, medical condition, sexual 5016 orientation, marital status, or other characteristic, in violation of any applicable local, 5017 State, or Federal law or regulation regarding nondiscrimination, including those 5018 prohibiting discrimination in employment.
5019 Article 47. Entire Agreement
5020 47.1 This Agreement and the attached Exhibits constitute the entire Agreement and 5021 understanding between the parties, and the Agreement will not be considered modified, 5022 altered, changed, or amended in any respect unless in writing and signed by the parties. 5023 Article 48. Severability
5024 48.1 If any provision of this Agreement or the application of it to any person or situation 5025 is to any extent held invalid or unenforceable, the remainder of this Agreement and the 5026 application of such provisions to persons or situations other than those as to which it is GreenWaste Recovery, LLC
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5027 held invalid or unenforceable, will not be affected, will continue in full force and effect, and 5028 will be enforced to the fullest extent permitted by law. 5029 Article 49. Right to Require Performance
5030 49.1 The failure of City at any time to require performance by Contractor of any provision 5031 of this Agreement will in no way affect the right of City thereafter to enforce same. Nor will 5032 waiver by City of any breach of any provision of this Agreement be taken or held to be a 5033 waiver of any succeeding breach of such provision or as a waiver of any provision itself. 5034 Article 50. All Prior Agreements Superseded
5035 50.1 This Agreement incorporates and includes all prior negotiations, correspondence, 5036 conversations, agreements, and understandings applicable to the matters contained in 5037 this Agreement, and the parties agree that there are no commitments, agreements, or 5038 understandings concerning the subject matter of this Agreement that are not contained in 5039 this document. Accordingly, it is agreed that no deviation from the terms of this Agreement 5040 will be predicated upon any prior representations or agreements, whether oral or written. 5041 Article 51. Headings
5042 51.1 Headings in this document are for convenience of reference only and are not to be 5043 considered in any interpretation of this Agreement. 5044 Article 52. Exhibits
5045 52.1 Each Exhibit referred to in this Agreement forms an essential part of this 5046 Agreement. Each such Exhibit is a part of this Agreement, and each is incorporated by 5047 this reference. In the event of any conflicts between this Agreement and the Exhibits, then 5048 this Agreement shall take priority.
5049 Article 53. Attorney’s Fees
5050 53.1 If litigation is brought by a party in connection with this Agreement, the prevailing 5051 party will be entitled to recover from the opposing party all costs and expenses, including 5052 reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its 5053 rights or remedies under this Agreement or the enforcement of any of the terms, 5054 conditions, or provisions of this Agreement.
5055 Article 54. Representations and Warranties
5056 The Parties, by acceptance of this Agreement, represents and warrants the conditions 5057 presented in the Article, as of the date of Contractor’s signature hereon.

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5058 54.1 Corporate Status. The Contractor is a limited liability company duly organized, 5059 validly existing and in good standing under the laws of the State of Delaware. It is qualified 5060 to transact business in the State of California and has the power to own its properties and 5061 to carry on its business as now owned and operated and as required by this Agreement. 5062 54.2 Corporate Authorization. Contractor has the authority to enter this Agreement and 5063 perform its obligations under this Agreement. The Board of Directors of Contractor (or the 5064 shareholders, if necessary) has taken all actions required by law, its articles of 5065 incorporation, its bylaws, or otherwise, to authorize the execution of this Agreement. The 5066 person signing this Agreement on behalf of Contractor represents and warrants that they 5067 have the authority to do so. This Agreement constitutes the legal, valid, and binding 5068 obligation of the Contractor.
5069 54.3 Agreement Will Not Cause Breach. To the best of each Party's knowledge after 5070 responsible investigation, the execution or delivery of this Agreement or the performance 5071 of their respective obligations hereunder does not conflict with, violate, or result in a 5072 breach: (i) of any applicable law or governmental regulation; or (ii) any term or condition 5073 of any judgment, order, decree, of any court, administrative agency or other governmental 5074 authority, or any Agreement or instrument to which it is a party or by which it or any of its 5075 properties or assets are bound, or constitutes a default thereunder. 5076 54.4 No Litigation. To the best of each Party's knowledge after responsible investigation, 5077 there is no action, suit, proceeding or investigation, at law or in equity, any court or 5078 governmental authority, commission, board, agency or instrumentality, pending or 5079 threatened against it wherein an unfavorable decision, ruling or finding, in any single case 5080 or in the aggregate would:
5081 54.4.1 Materially adversely affect the performance by it of its obligations 5082 hereunder;
5083 54.4.2 Adversely affect the validity or enforceability of this Agreement; or 5084 54.4.3 Have a material adverse effect on the financial conditions of it, or any 5085 surety or entity guaranteeing its performance under this Agreement. 5086 54.5 No Adverse Judicial Decisions. To the best of each Party's knowledge after 5087 responsible investigation, there is no judicial decision that would prohibit this Agreement 5088 or subject this Agreement to legal challenge.
5089 54.6 No Legal Prohibition. To the best of each Party's knowledge after reasonable 5090 investigation, there is no Applicable Law in effect on the date it signed this Agreement that 5091 would prohibit its performance of its obligations under this Agreement and the 5092 transactions contemplated hereby.

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5093 54.7 Contractor’s Investigation. Contractor has made an independent investigation 5094 (satisfactory to it) of the conditions and circumstances surrounding the Agreement and 5095 the work to be performed hereunder. Contractor has taken such matters into 5096 consideration in entering this Agreement to provide services in exchange for the 5097 compensation provided for under the terms of this Agreement. 5098 STATEMENT OF COMMENCEMENT DATE, SIGNATURES
5099 Article 55. Commencement Date
5100 55.1 This Agreement will become effective when it is properly executed by City and 5101 Contractor, and Contractor will commence Solid Waste Collection under this Agreement 5102 as of July 1, 2027.
5103
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5104 IN WITNESS WHEREOF, City and Contractor have executed this Agreement on the respective 5105 date(s) below each signature.
5106 CITY OF WEST SACRAMENTO CONTRACTOR
5107 A General Law City
5108 By: ________________________ By: ________________________ 5109
5110
5111 Title: _______________________ By: _____________________________ 5112 Chief Executive Officer
5113
5114 ATTEST: ____________________
5115 City Clerk
5116 APPROVED AS TO FORM
5117 City Attorney
5118
5119 By: _________________________
5120
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DRAFT 7/23/26
1 DRAFT SOLID WASTE FRANCHISE COLLECTION
2 AGREEMENT
3 4 Executed Between the
5 City of West Sacramento and GreenWaste Recovery, LLC
6 7 This ___ day of ___ 2026
586
DRAFT 7/23/26
8 TABLE OF CONTENTS
9 Solid Waste Collection Agreement
10 DEFINITIONS, TERMS AND CONDITIONS
11 Article 1. Definitions............................................................................................................ 5 12 Article 2. Term of Agreement.............................................................................................21 13 Article 3. Conditions Governing Services Provided by Contractor.....................................22 14 Article 4. Franchise Fees and Payments...........................................................................25 15 16 SCOPE OF COLLECTION SERVICES
17 Article 5. General Requirements.......................................................................................27 18 Article 6. Collection Service Rates....................................................................................43 19 Article 7. Collection Service Billing....................................................................................47 20 Article 8. Service Unit Types .............................................................................................50 21 Article 9. SFD Service.......................................................................................................51 22 Article 10. MFD Collection Service......................................................................................58 23 Article 11. Commercial Service...........................................................................................65 24 Article 12. City Services......................................................................................................70 25 Article 13. Temporary Bin and Roll-Off Container Service...................................................72 26 Article 14. Additional Services ............................................................................................73 27 Article 15. Emergency Service............................................................................................74 28 Article 16. Collection Routes...............................................................................................75 29 Article 17. Collection Equipment .........................................................................................76 30 Article 18. Contractor's Personnel.......................................................................................80 31 32 CUSTOMER SERVICE, SUSTAINABILITY, AND DIVERSION
33 Article 19. Customer Service Program and Complaint Resolution ......................................83 34 Article 20. Diversion Requirements.....................................................................................86 35 Article 21. Sustainability, Outreach, and Compliance..........................................................92 36 37 RECORDKEEPING AND REPORTING
38 Article 22. Minimum Performance Standards....................................................................103 39 Article 23. Record Keeping and Reporting Requirements .................................................106 40 Article 24. Contractor’s Records .......................................................................................116 41 42 INSURANCE, PERFORMANCE BOND & INDEMNITY
43 Article 25. Performance Bond...........................................................................................118 44 Article 26. Insurance.........................................................................................................119 45 Article 27. Hold Harmless and Indemnification..................................................................124 46 587
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47 PERFORMANCE, DEFAULT & REMEDIES
48 Article 28. Modifications to the Agreement........................................................................127 49 Article 29. Quality of Performance of Contractor...............................................................129 50 Article 30. Default of Agreement .......................................................................................131 51 Article 31. Transition to Next Contractor ...........................................................................134 52 53 OTHER AGREEMENTS OF THE PARTIES
54 Article 32. Legal Representation.......................................................................................135 55 Article 33. Conflict of Interest............................................................................................135 56 Article 34. Exempt Waste..................................................................................................135 57 Article 35. Independent Contractor ...................................................................................135 58 Article 36. Laws to Govern................................................................................................136 59 Article 37. Consent to Jurisdiction.....................................................................................136 60 Article 38. Assignment......................................................................................................136 61 Article 39. Compliance with Laws .....................................................................................137 62 Article 40. Permits and Licenses.......................................................................................137 63 Article 41. Ownership of Written Materials ........................................................................138 64 Article 42. Waiver..............................................................................................................138 65 Article 43. Prohibition Against Gifts...................................................................................138 66 Article 44. Point of Contact ...............................................................................................138 67 Article 45. Notices.............................................................................................................138 68 69 MISCELLANEOUS AGREEMENTS
70 Article 46. Nondiscrimination ............................................................................................139 71 Article 47. Entire Agreement .............................................................................................139 72 Article 48. Severability ......................................................................................................139 73 Article 49. Right to Require Performance..........................................................................140 74 Article 50. All Prior Agreements Superseded ....................................................................140 75 Article 51. Headings .........................................................................................................140 76 Article 52. Exhibits ............................................................................................................140 77 Article 53. Attorney’s Fees................................................................................................140 78 Article 54. Representations and Warranties......................................................................140 79 80 STATEMENT OF COMMENCEMENT DATE, SIGNATURES...............................................142 81 Article 55. Commencement Date
82 83
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84 Exhibits
85 Exhibit 1 Maximum Service Rates .......................................................................................145 86 Exhibit 2 Refuse Rate Index (RRI)....................................................................................... 153 87 Exhibit 3 List of City Facilities and Service Levels ...............................................................156 88 Exhibit 4 Collection Container Specifications.......................................................................157 89 Exhibit 5 Administrative Charges and Penalties...................................................................160 90 Exhibit 6 Transition Plan ......................................................................................................165 91 Exhibit 7 Collection Service Operations Plan.......................................................................171 92 Exhibit 8 Processing and Disposal Facilities........................................................................183 93 Exhibit 9 Sustainability and Compliance Plan ......................................................................184 94 Exhibit 10 Education and Outreach Plan .............................................................................194 95 Exhibit 11 Contamination Reduction Plan ............................................................................200 96 Exhibit 12 Reporting ............................................................................................................204 97 Exhibit 13 Acceptable Recyclable Materials, Acceptable Organic Waste .............................207 98 Exhibit 14 Contamination and Overage Process Summary..................................................214 99 Exhibit 15 Contractor’s Proposal .........................................................................................215 100
101
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102 This Solid Waste Collection Agreement (“Agreement”) is hereby entered into by and 103 between the City of West Sacramento (“City”), a general law city existing under the laws 104 of the State of California (“State”), and GreenWaste Recovery, LLC (“Contractor”), a 105 Delaware limited liability company authorized to conduct business in California, as of 106 ______, 2026, under the terms and conditions set forth herein. 107 RECITALS
108 The Legislature of the State of California, by enactment of the California Integrated Waste 109 Management Act of 1989 (the “Act”) and subsequent additions and amendments (codified 110 at California Public Resources Code Section 40000 et seq.), has declared that it is in the 111 public interest to authorize and require local agencies to make adequate provisions for 112 garbage collection within their jurisdiction.
113 The State of California has found and declared that the amount of garbage generated in 114 California, coupled with diminishing landfill space and potential adverse environmental 115 impacts from landfilling and the need to conserve natural resources, have created an 116 urgent need for State and local agencies to enact and implement an aggressive integrated 117 waste management program. The State has, through enactment of the Act, directed the 118 responsible State agency, and all local agencies, to promote disposal site diversion and 119 to maximize the use of feasible garbage reduction, re-use, recycling, and composting 120 options to reduce the amount of garbage that must be disposed of in disposal sites. 121 Pursuant to its Municipal Code and California Public Resources Code Section 40059(a) 122 as may be amended from time to time, City has determined that the public health, safety, 123 and well-being require that an exclusive right be awarded to a qualified contractor to 124 provide for the collection of garbage, recyclable materials, and organic waste materials, 125 except for collection of materials excluded in City’s Municipal Code, and other services 126 related to meeting the Act’s fifty percent (50%) diversion goal and other requirements of 127 the Act.
128 The City further declares its intent to regulate and set the maximum rates Contractor may 129 charge Service Recipients for the collection of garbage, recyclable materials, and organic 130 waste materials.
131 The City Council has determined that Contractor, by demonstrated experience, 132 reputation, and capacity, is qualified to provide for the collection of garbage, recyclable 133 materials, and organic waste materials within the corporate limits of City and the 134 transportation of such material to appropriate places for processing, recycling, 135 composting, and/or disposal; and City Council desires that Contractor be engaged to 136 perform such collection services on the basis set forth in this Agreement; and Contractor 137 has represented that it has the ability and capacity to provide for the collection of garbage, 138 recyclable materials, and organic waste materials within the corporate limits of City and 139 the transportation of such material to appropriate places for processing, recycling, 140 composting, and/or disposal.
141 By Resolution No. ___, the City Council of City duly approved this Agreement, together 142 with the Franchise Fee, Contractor payments to City, and other City-imposed fees 143 provided for in the Agreement (collectively “City-Imposed Fees”), and found and 590
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144 determined that such City-Imposed Fees were both necessary and reasonably reflect, or 145 are less than, the actual costs City that will incur in the administration of the contracted 146 services, and compliance with mandatory state laws and regulations related to the 147 contracted services.
148 OPERATIVE PROVISIONS
149 Now, therefore, in consideration of the mutual covenants, agreements, and consideration 150 contained in this Agreement, City and Contractor agree as follows:
151 Article 1. Definitions
152 For the purpose of this Agreement, the definitions contained in this Article apply unless 153 otherwise specifically stated. When not inconsistent with the context, words used in the 154 present tense include the future, words in the plural include the singular, and words in the 155 singular include the plural. Use of the masculine gender includes the feminine gender. 156 The meaning of terms or words not defined in this Article will be as defined in the 157 Integrated Waste Management Act, or if not defined therein, then as commonly 158 understood in the Solid Waste Collection industry when the common understanding is 159 uncertain.
160 1.1 AB 341. “AB 341” means State of California Assembly Bill No. 341, approved 161 October 5, 2011. AB 341 requires businesses, defined to include commercial or public 162 entities that generate more than four (4) cubic yards of commercial Solid Waste per week 163 or multifamily residential dwellings of five (5) units or more, to arrange for Recycling 164 services and requires jurisdictions to implement a commercial Solid Waste Recycling 165 program.
166 1.2 AB 827. “AB 827” means State of California Assembly Bill No. 827, approved 167 October 2, 2019. AB 827 requires businesses that are mandated to recycle under AB 341 168 (“MCR”) and/or mandated to recycle Organic Waste under AB 1826 (“MORe”) or SB 1383 169 and that provide customers access to the business, to provide customers with a 170 Recyclable Materials Bin and/or Organic Waste Collection Bin for those waste streams 171 that is visible, easily accessible, and adjacent to each Bin or Container for trash. 172 1.3 AB 939 or The Act. “AB 939” or “The Act” means “The California Integrated Waste 173 Management Act of 1989”, codified in part in Public Resources Code §§ 40000 et seq., 174 and such regulations adopted by California Department of Resources Recycling and 175 Recovery (CalRecycle) for implementation of the Act, or its successor agency, including 176 but not limited to, the Jobs and Recycling Act of 2011 (AB 341), SB 1016 (Chapter 343, 177 Statutes of 2008 [Wiggins, SB 1016]), and the Mandatory Commercial Organics 178 Recycling Act (AB 1826).
179 1.4 AB 1594. “AB 1594” means State of California Assembly Bill No. 1594, approved 180 September 28, 2014. AB 1594 provides that as of January 1, 2020, the use of green 591
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181 material as Alternative Daily Cover does not constitute Diversion through Recycling and 182 would be considered Disposal.
183 1.5 AB 1826. “AB 1826” means State of California Assembly Bill No. 1826, approved 184 September 28, 2014. AB 1826 requires each jurisdiction, on and after January 1, 2016, 185 to implement an Organic Waste Recycling program to Divert from the landfill Organic 186 Waste from businesses. Each business meeting specific Organic Waste or Solid Waste 187 generation thresholds phased in from April 1, 2016, to January 1, 2020, is required to 188 arrange for Organic Waste Recycling services.
189 1.6 AB 3036. “AB 3036” means State of California Assembly Bill No. 3036, approved 190 September 27, 2018. AB 3036 prohibits a County, City, District, or local government 191 agency from subjecting the hauling of certain byproducts from the processing of food or 192 beverages to an exclusive franchise, contract, license, or permit. 193 1.7 Administrative Charges and Penalties. “Administrative Charges and Penalties” 194 means those charges listed in Exhibit 5 to this Agreement. 195 1.8 Agreement. “Agreement” means the written Solid Waste Collection Agreement 196 between the City and the Contractor covering the work to be performed, as well as all 197 contract documents attached to the agreement and made a part thereof. 198 1.9 Agreement Administrator. “Agreement Administrator” means the City Manager, or 199 his or her designee, designated to administer and monitor the provisions of the 200 Agreement.
201 1.10 Agreement Year. “Agreement Year” means each twelve (12) month period from 202 July 1 to June 30 during the Term of this Agreement. 203 1.11 Alternative Fuel Vehicle. “Alternative Fuel Vehicle” means a vehicle whose engine 204 uses a fuel other than gasoline or diesel fuel, such as compressed natural gas (CNG) or 205 other fuel with comparably low emissions of air pollutants regulated under the California 206 Clean Air Act, Health and Safety Code Section 39000 et seq., or the Yolo-Solano Air 207 Quality Management District’s rules and regulations. 208 1.12 Applicable Law. “Applicable Law” shall mean all federal, State, County, and local 209 laws, regulations, rules, orders, judgments, decrees, permits, approvals, or other 210 requirements of any governmental agency having jurisdiction over an aspect of this 211 Agreement that are in force on the Effective Date, and as may be enacted, issued, or 212 amended thereafter, including, without limitation, the City’s Municipal Code, the California 213 Integrated Waste Management Act of 1989 (Public Resources Code Section 40000 et 214 seq.) as amended as of the Effective Date, inclusive (without exclusion to other 215 amendments not referenced here) of AB 939, AB 341, AB 1826, AB 1594, SB 1383, and 592
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216 inclusive of all regulations implementing the same. It shall also include SB 54, the Plastic 217 Pollution Prevention and Packaging Producer Responsibility Act, and the California Air 218 Resources Board Advanced Clean Fleets regulations (2023). 219 1.13 Bin. “Bin” means a metal or plastic waste Container designed or intended to be 220 mechanically serviced by a commercial front-end loader vehicle. It shall be designed to 221 hold from one (1) to six (6) cubic yards of material with the lid properly closed. The 222 specifications for Contractor-provided Bins are set forth in Exhibit 4. 223 1.14 Biohazardous or Biomedical Waste. “Biohazardous or Biomedical Waste” means 224 any waste which may cause disease or reasonably be suspected of harboring pathogenic 225 organisms. Included in the definition are waste resulting from the operation of medical 226 clinics, hospitals, and other facilities processing wastes, which may consist of, but are not 227 limited to, human and animal parts, contaminated bandages, pathological specimens, 228 hypodermic needles, sharps, contaminated clothing, and surgical gloves. 229 1.15 Bulky Waste or Bulky Items. “Bulky Waste” or “Bulky Items” means furniture, 230 household appliances, automobile tires, toilets and similar household fixtures, shipping 231 crates and containers, carpets, mattresses, oversized yard waste such as tree trunks and 232 large branches if no larger than two feet in diameter and four feet in length, and similar 233 large bulky or heavy items not normally discarded on a regular basis at a residential, 234 commercial, or business establishment and whose large size precludes or complicates 235 their placement in a regular Collection Container and require special handling due to their 236 size but can be Collected and transported without the assistance of special loading 237 equipment (such as forklifts or cranes) and without violating vehicle load limits. “Bulky 238 Items” do not include Construction and Demolition Debris or Electronic Waste, the latter 239 of which is regarded as Universal Waste and the Disposal of which is governed by the 240 Department of Toxic Substances Control.
241 1.16 Business Day. “Business Day” means any Monday, Tuesday, Wednesday, 242 Thursday or Friday, excluding any Holidays as defined in Section 1.66. 243 1.17 Calendar Year. “Calendar Year” means each twelve (12) month period from 244 January 1 to December 31.
245 1.18 Cart. “Cart” means a heavy plastic receptacle with a rated capacity of at least 246 twenty (20) and not more than one hundred (100) gallons, having a hinged tight-fitting lid 247 and wheels. The specifications for Contractor-provided Carts are set forth in Exhibit 4. 248 1.19 CERCLA. “CERCLA” means the Comprehensive Environmental Response, 249 Compensation and Liability Act of 1980, 42 U.S.C. Sections 9601 and following, as may 250 be amended and regulations promulgated thereunder.
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251 1.20 Change in Law. “Change in Law” means the occurrence of any of the following 252 events after the Effective Date, when such event has a material and adverse effect on the 253 parties’ responsive obligations or the performance of their respective obligations under 254 this Agreement (except for any payment obligations): (i) the enactment, adoption, 255 promulgation, amendment, repeal, judicial interpretation, or formal administrative 256 interpretation of any Applicable Law; (ii) the issuance of any order or judgment of any 257 federal, State, or local court or agency in a proceeding to which a Party is a party, but not 258 to the extent such order or judgment finds the Party asserting there to have been a 259 Change in Law to have been negligent or otherwise at fault; or (iii) the denial, suspension, 260 or termination of any government permit or other entitlement, but not to the extent such 261 denial, suspension, or termination is the result of any act or omission of the Party 262 asserting there to have been a Change in Law.
263 1.21 City. “City” means the City of West Sacramento, California, including any 264 unincorporated areas of the County that are annexed by the City during the Initial Term 265 and all extensions.
266 1.22 City Collection Service. “City Collection Service” means City Clean-up Services, 267 City Garbage Collection Service, City Organic Waste Collection Service, City Recyclable 268 Materials Service, and City-Sponsored Events Services as more particularly described 269 immediately below.
270 1.22.1 Large-Scale City Clean-ups and Event Services. On-call City-requested 271 Collection from Agreement Administrator to support City services and operations. 272 1.22.2 City Garbage Collection Service. The Collection of Garbage, by 273 Contractor, from City Service Units in the Service Area, and the delivery of that 274 Garbage to the Disposal Facility.
275 1.22.3 City Organic Waste Collection Service. The Collection of Organic Waste, 276 by Contractor, from City Service Units in the Service Area, and the delivery of those 277 Organic Waste materials to the Organic Waste Processing Facility. 278 1.22.4 City Recyclable Materials Collection Service. The Collection of 279 Recyclables Materials by the Contractor from City Service Units in the Service 280 Area, and the delivery of those Recyclable Materials to the Materials Recovery 281 Facility.
282 1.23 City Facility. “City Facility(ies)” means any building or other site that the City owns, 283 leases, or occupies that are listed in Exhibit 3.
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284 1.24 City Manager. “City Manager” means the City Manager of the City of West 285 Sacramento, or his or her designated representative, or any employee of the City who 286 succeeds to the duties and responsibilities of the City Manager. 287 1.25 Collect and Collection and Collected. “Collect”, “Collection”, and “Collected” all 288 refer to the removal of Solid Waste from a Service Unit and transportation to the Disposal 289 Facility, Organic Waste Processing Facility, Materials Recovery Facility, or Transfer 290 Station, as appropriate.
291 1.26 Collection Container. “Collection Container” means a Bin, Cart, Debris Box, or Roll292 Off Container that is approved by the Agreement Administrator for use by Service 293 Recipients for Collection Services under this Agreement. 294 1.27 Collection Services. “Collection Services” means Contractor’s obligations under 295 this Agreement to Collect Solid Waste within the Service Area. Collection Service includes 296 Single Family Dwelling (SFD) Collection Service, Multi-Family Dwelling (MFD) Collection 297 Service, Commercial Collection Service, and City Collection Service. 298 1.28 Collection Vehicle. “Collection Vehicle” means a licensed vehicle that has all 299 required licenses to provide Collection Service and that has been approved by the 300 Agreement Administrator for use under this Agreement. 301 1.29 Commencement Date. “Commencement Date” has the meaning specified in 302 Section 2.1 of this Agreement.
303 1.30 Commercial Collection Service. “Commercial Collection Services” means 304 Collection Service provided to Commercial Service Units. Commercial Collection Service 305 specifically includes the following:
306 1.30.1 Commercial Garbage Collection Service. The Collection of Garbage by 307 Contractor from Commercial Service Units in the Service Area, and the delivery of 308 that Garbage to the Disposal Facility.
309 1.30.2 Commercial Organic Waste Collection Service. The Collection of 310 Organic Waste, by Contractor, from Commercial Service Units in the Service Area 311 and the delivery of those Organic Waste materials to the Organic Waste 312 Processing Facility.
313 1.30.3 Commercial Recyclable Materials Collection Service. The Collection of 314 Recyclable Materials, by Contractor, from Commercial Service Units in the Service 315 Area, and the delivery of those Recyclable Materials to the Materials Recovery 316 Facility.
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317 1.31 Compactor. “Compactor” means any Collection Container which has a compaction 318 mechanism, whether stationary or mobile.
319 1.32 Complaint. Written or orally communicated statements made by members of the 320 public, Customers, Owners, or occupants of properties served by Contractor, or officers, 321 employees, or agents of City, alleging non-performance or deficiencies in Contractor’s 322 performance, or otherwise alleging a violation by Contractor of the provisions of this 323 Agreement.
324 1.33 Compost. “Compost” means the act or product of the controlled biological 325 decomposition of Organic Wastes that are Source Separated or are separated at a 326 centralized facility. Compost may also include the product of anaerobic digestion or other 327 conversion technologies.
328 1.34 Construction and Demolition Debris. “Construction and Demolition Debris” means 329 discarded materials removed from Premises, resulting from construction, renovation, 330 remodeling, repair, deconstruction, or demolition operations on any pavement, house, 331 commercial building, or other structure or from landscaping. Such materials include, but 332 are not limited to: “inert wastes” as defined in Public Resources Code Section 333 41821.3(a)(1) (rock, concrete, brick, sand, soil, ceramics, and cured asphalt); gravel; 334 plaster; gypsum wallboard; aluminum; glass; plastic pipe; roofing material; carpeting; 335 wood; masonry; trees; remnants of new materials, including paper, plastic, carpet scraps, 336 wood scraps, scrap metal, building materials, and packaging; and rubble resulting from 337 construction, remodeling, renovation, repair and demolition operations on pavements, 338 houses, commercial buildings, and other structures. 339 1.35 Construction and Demolition Debris Processing Facility. “Construction and 340 Demolition Debris Processing Facility” means the facility to which mixed Construction and 341 Demolition Debris is brought for separation into marketable materials. 342 1.36 Consumer Price Index (CPI). “CPI” means both the index sets published by the 343 United States Department of Labor, Bureau of Labor Statistics and, more specifically, 344 Consumer Price Index series CUSR0000SEHG, Water and Sewer and Trash Collection 345 Services in U.S. city average, all urban consumers, seasonally adjusted. 346 1.37 Container. “Container" means a Collection container. 347 1.38 Contamination. “Contamination” means (a) material placed in a Recyclable 348 Materials Container other than Recyclable Materials in quantities greater than 10%, as 349 observed and documented by Contractor personnel, and (b) material placed in an Organic 350 Waste Container other than Organic Waste in quantities greater than 3%, as observed 351 and documented by Contractor personnel or camera technology, and (c) Excluded Waste 352 in any quantity in any Container.
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353 1.39 Corrective Action Notice. “Corrective Action Notice” means a written notice via 354 email, U.S. mail, or in person to the Service Recipient who has had an Overage or 355 Contamination violation, that includes the following: date of the offense; Description of the 356 offense; If available, a photograph or video (or link to photograph or video); A description 357 of the materials that are appropriate for collection in said Container and a link to view 358 online with educational materials; and a website to obtain additional information. A 359 Corrective Action Notice may be inclusive of a Non-Collection Notice, as defined in 360 Section 1.74. Corrective Action Notice format, language and tone shall be approved by 361 the Agreement Administrator.
362 1.40 Contractor. “Contractor” has the meaning given to such term in the preamble to 363 this Agreement.
364 1.41 County. “County” means Yolo County, California. 365 1.42 Customer. “Customer" means the owner, occupant, or user of Premises at which 366 Solid Waste is generated and then Collected by Contractor. Customers include SFD 367 Customers, MFD Customers, and Commercial Customers. City is also a receiver of 368 Collection Services, but not a Customer.
369 1.43 De Minimis Waiver. “De Minimis Waiver” has the same meaning as included in 14 370 CCR Section 18984.11.
371 1.44 Debris Box. “Debris Box” means a large open-top rectangular metal Container, 372 affixed with a tarp, lid or alternative cover, used to store and transport Solid Waste, 373 Recyclable Materials, Green Waste, Construction and Demolition Debris, or other 374 materials, and Collected using a special vehicle equipped with hooks and a winch to pull 375 the Debris Box onto the flat bed of the truck for transport. 376 1.45 Dispose or Disposal. “Disposal” or “Dispose” means the final disposition of Solid 377 Waste at a permitted landfill or other permitted Solid Waste Disposal facility, as defined in 378 California Public Resources Code Section 40192(b).
379 1.46 Disposal Facility. “Disposal Facility” means the permitted place or places listed in 380 Exhibit 8 for the Disposal of Garbage or other materials as appropriate and acceptable. 381 1.47 Diversion or Divert. “Diversion” and “Divert” refer to the programs and activities 382 that reduce or eliminate the Disposal of Solid Waste in landfills, which can include source 383 reduction, reuse, salvage, Recycling, and Composting. 384 1.48 Diversion Compliance. “Diversion Compliance” means compliance with Diversion 385 requirements under the Act and applicable CalRecycle regulations. Should there be a 597
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386 Change in Law for Diversion Compliance, Contractor may request a rate adjustment 387 pursuant to Section 6.4.
388 1.49 Diversion Guarantee. “Diversion Guarantee” means the guaranteed threshold of 389 Diversion, based on a calculation of materials Collected versus materials Recycled, 390 Composted, or otherwise Diverted from Landfill, that Contractor agrees to achieve during 391 the course of the Term.
392 1.50 Dwelling Unit. “Dwelling Unit” means a building or part of a building designed for 393 residential use by a single independent housekeeping unit and having separate exterior 394 access, toilet, and facilities for cooking and sleeping. 395 1.51 Edible Food. “Edible Food” has the same meaning as found in Section 8.08.020 of 396 the City of West Sacramento’s Municipal Code. Edible Food means food intended for 397 human consumption. For purposes of this Agreement, Edible Food is not Solid Waste if it 398 is recovered and not discarded. Nothing in this Agreement requires or authorizes the 399 recovery of food that does not meet the food safety requirements of the California Retail 400 Food Code.
401 1.52 Edible Food Recovery. “Edible Food Recovery” means the actions to 1) collect 402 Edible Food from places where it would otherwise go to waste, such as, but not limited 403 to, restaurants, grocery stores, produce markets, school cafeterias, or dining facilities, 404 and 2) distribute said Edible Food to local food recovery organizations (as defined in City 405 of Sacramento Municipal Code Section 8.08.020) or other entities for Food Recovery. 406 1.53 Effective Date. “Effective Date of Agreement” shall mean the date on which the 407 Agreement is signed by the duly authorized representatives of the parties and delivered 408 by the last of the parties to sign and deliver. Signatures by duly authorized representatives 409 are found in Article 55.
410 1.54 Electronic Waste (E-Waste). “E-Waste” means electronic equipment such as 411 stereos, televisions, computers, and other similar items. 412 1.55 Exempt Waste. “Exempt Waste” consists of “Exempt Waste” as defined in 8.08.020 413 of the City of West Sacramento’s Municipal Code as well as Biohazardous or Biomedical 414 Waste, Hazardous Waste, Sludge, automobiles, automobile parts, boats, boat parts, boat 415 trailers, internal combustion engines, lead-acid batteries, dead animals, and those wastes 416 under the control of the Nuclear Regulatory Commission. 417 1.56 Food Recovery. “Food Recovery” has the same meaning as included in 14 CCR 418 Section 18982(24) and means actions to collect and distribute food for human 419 consumption which otherwise would be disposed.
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420 1.57 Food Waste. “Food Waste” means (1) food scraps, including all edible or inedible 421 food such as, but not limited to, fruits, vegetables, meat, poultry, seafood, shellfish, bones, 422 rice, beans, pasta, bread, cheese, coffee grounds, and eggshells; and (2) food-soiled 423 paper, which is one-hundred percent (100%) plant-based compostable paper material 424 that has come in contact with food or non-hazardous liquid, such as, but not limited to, 425 compostable paper plates, paper coffee cups, napkins, and pizza boxes. Non-BPI 426 certified plastic coated paper products, such as plastic-coated coffee cups, milk cartons 427 and paper plates, are not compostable. Food Waste excludes fats, oils, and grease when 428 such materials are Source Separated from other Food Waste. 429 1.58 Franchise Fee. “Franchise Fee” means a payment that the Contractor has 430 voluntarily agreed to pay to City in consideration of the exclusive rights granted by the 431 City under this Agreement. City and Contractor acknowledge and agree that the amount 432 of the Franchise Fee is the result of bona fide, arms-length negotiations between City and 433 Contractor. Contractor further acknowledges and agrees that the amount of the Franchise 434 Fee represents the City’s costs associated with this Agreement and payment for use of 435 government property. Contractor is not required by this Agreement or any City ordinance, 436 resolution, or regulation to charge the Franchise Fee to Customers. Because the 437 Franchise Fee represents a cost to Contractor in performing services pursuant to this 438 Agreement, Contractor may, in its sole discretion, include an amount equal to the 439 Franchise Fee in Contractor’s compensation.
440 1.59 Garbage. “Garbage” means all putrescible and non-putrescible solid, and semi441 solid waste, as defined in California Public Resources Code Section 40191, generated or 442 accumulated through the normal activities of a Premises. Garbage does not include 443 Recyclable Materials, Organic Waste, or Bulky Waste that is source-separated and set 444 out for purposes of Collection and Recycling, nor does it include Exempt Waste. 445 1.60 Garbage Collection Service. “Garbage Collection Service” means the Collection of 446 Garbage from Service Units, and the delivery of those Garbage materials to the Disposal 447 Facility.
448 1.61 Good Faith. “Good Faith” means acting honestly and in a manner consistent with 449 terms of this Agreement. Good Faith includes acting without deceit, without dishonesty, 450 and without acting in a manner that would frustrate the purpose of this Agreement. The 451 purposes of this Agreement would be frustrated, for example, subject to the express terms 452 and conditions of this Agreement, if a party acted or failed to act in a manner that would 453 be inconsistent with providing cost-efficient high-quality service to the residents and 454 businesses of West Sacramento or that would be inconsistent with helping ensure that 455 the City meets or exceeds its waste diversion requirements and goals. 599
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456 1.62 Green Waste. “Green Waste” means grass clippings, leaves, landscape and 457 pruning waste, wood materials from trees and shrubs, and other forms of organic 458 materials generated from landscapes or gardens.
459 1.63 Gross Revenue. “Gross Revenue” means all monetary amounts actually collected 460 or received by Contractor for the provision of all services pursuant to this Agreement, 461 including, but not limited to: all receipts from Service Recipients, inclusive of late charges, 462 Contamination charges, Franchise Fees, or any other cost of doing business. “Gross 463 Revenue”, for purposes of this Agreement, does not include revenues generated from the 464 sale of Recyclable Material, Compost, or energy; or grants, cash awards, State of 465 California Department of Conservation payments, or rebates resulting from the 466 performance of this Agreement.
467 1.64 Hauler Route. “Hauler Route” means the designated weekly itinerary or sequence 468 of stops scheduled to be performed by one Collection Vehicle providing regularly 469 scheduled Collection Services for Solid Waste within the Service Area. 470 1.65 Hazardous Waste. “Hazardous Waste” shall have the meaning set forth in 471 California Code of Regulations, Title 14 §17225.32, and Health and Safety Code §25117, 472 or successor laws and regulations as may be amended from time to time. 473 1.66 Holiday. “Holiday” means New Year’s Day, Independence Day, Labor Day, 474 Thanksgiving Day, and Christmas Day, on which days Collection Service will not be 475 provided until the following day, excluding Sunday, and on which days the Contractor is 476 not required to maintain office hours, as detailed in Section 5.3. 477 1.67 Household Hazardous Waste (HHW). “HHW” means that waste resulting from 478 products purchased by the general public for household use which, because of its 479 quantity, concentration, or physical, chemical, or infectious characteristics, may pose a 480 substantial known or potential hazard to human health or the environment when 481 improperly treated, Disposed, or otherwise managed, or, in combination with other Solid 482 Waste, may be infectious, explosive, poisonous, caustic, or toxic, or exhibit any of the 483 characteristics of ignitability, corrosivity, reactivity, or toxicity as per California Code of 484 Regulations Title 22, Division 4.5, Chapter 11, Section 66261.3. 485 1.68 Kitchen Food Waste Pail. “Kitchen Food Waste Pail” means a waste 486 receptacle approved by the City for use by SFD and MFD Service Units for temporary 487 storage of Organic Waste prior to placement of Organic Waste in the applicable Organics 488 Service Container.
489 1.69 Mandatory Service. “Mandatory Service” means compulsory Service Recipient 490 subscription to appropriate service levels, including minimum Recyclable Materials and 491 Organic Waste Collection Service based on Service Unit type and/or number of Dwelling 600
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492 Units, as applicable, to help achieve the City’s Diversion goals. Mandatory Service may 493 be waived if Service Recipient has acquired City-approved De Minimis Waiver, Physical 494 Space Waiver, Alternative Compliance, or equivalent service provided by a City-approved 495 franchise hauler for non-exclusive services.
496 1.70 Materials Recovery Facility. “Materials Recovery Facility” means the facility listed 497 in Exhibit 8 to which Recyclable Materials are brought for separation into marketable 498 Recyclable Materials.
499 1.71 Maximum Service Rate. “Maximum Service Rate” means the maximum amount 500 that Contractor may charge Service Recipients for Solid Waste Collection, as listed in 501 Exhibit 1, and as may be adjusted in accordance with the provisions of this Agreement. 502 1.72 Multi-Family Dwelling (MFD) Collection Service. “MFD Collection Service” means 503 Collection Service that serves a Multi-Family Dwelling Service Unit, and specifically 504 includes the following:
505 1.72.1 MFD Garbage Collection Service. The Collection of Garbage, by 506 Contractor, from MFD Service Units in the Service Area, and the delivery of that 507 Garbage to the Disposal Facility.
508 1.72.2 MFD Bulky Waste Collection Service. The periodic on-call Collection of 509 Bulky Waste, by Contractor, from MFD Service Units in the Service Area and the 510 delivery of that Bulky Waste to a reuse partner, the Materials Recovery Facility, the 511 Disposal Facility, or such other facility as may be appropriate under the terms of 512 this Agreement. MFD Bulky Waste Collection Service may include the Collection 513 of Bulky Waste using Roll-Off Containers.
514 1.72.3 MFD Organic Waste Collection Service. The Collection of Organic 515 Waste, by Contractor, from MFD Service Units in the Service Area, and the delivery 516 of those Organic Waste materials to the Organic Waste Processing Facility. 517 1.72.4 MFD Recyclable Materials Service. The Collection of Recyclables 518 Materials by the Contractor from MFD Service Units in the Service Area, and the 519 delivery of those Recyclable Materials to the Materials Recovery Facility. 520 1.73 Municipal Code. “Municipal Code” means the City of West Sacramento Municipal 521 Code.
522 1.74 Non-Collection Notice. “Non-Collection Notice” means a written notice approved 523 by the Agreement Administrator that notifies a Service Recipient of the reason Contractor 524 did not Collect Solid Waste that had been set out for Collection. A Non-Collection Notice 525 includes instructions applicable to the specific reason for non-Collection. A Non-Collection 601
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526 Notice may be included on a Corrective Action Notice, as defined in Section 1.39. Non527 Collection Notice format, language, and tone shall be approved by the Agreement 528 Administrator.
529 1.75 Organic Waste. “Organic Waste” means any material capable of being 530 containerized and Diverted from the landfill, consistent with 8.08.020 of the City of West 531 Sacramento’s Municipal Code and means Food Waste, Green Waste, and Wood Waste. 532 Organic Waste that can be placed in the Organic Waste Container is listed in Exhibit 13, 533 and the term also includes any other items determined by the Agreement Administrator. 534 1.76 Organic Waste Collection Service. “Organic Waste Collection Service” means the 535 Collection of Organic Waste that have been separated from other Solid Waste from 536 Service Units, and the delivery of those Organic Waste materials to the Organic Waste 537 Processing Facility.
538 1.77 Organic Waste Processing Facility. “Organic Waste Processing Facility” means the 539 facility designed, operated, and legally permitted for the purpose of receiving and 540 processing Food Waste, Green Waste, and Organic Waste listed in Exhibit 8. 541 1.78 Overage. “Overage” means (i) Garbage, Recyclable Materials, or Organic Waste 542 exceeding its Container’s intended capacity such that an individual lid is lifted by an 543 average of at least 10 inches (or would be lifted by at least 10 inches if lowered) or (ii) 544 Garbage, Recyclable Materials, or Organic Waste placed on top of a Container. 545 1.79 Party or Parties. "Party" or "Parties" means the City and/or Contractor. 546 1.80 Physical Space Waivers. “Physical Space Waivers” has the same meaning as 547 included in 14 CCR Section 18984.11.
548 1.81 Premises. “Premises” means any land or building in the City where waste is 549 generated or accumulated.
550 1.82 Prohibited Container Contaminants. “Prohibited Container Contaminants” means 551 any of the following: (i) materials placed in a Recyclable Materials Container that are not 552 Recyclable Materials; (ii) materials placed in an Organic Waste Container that are not 553 Organic Waste; (iii) materials placed in a Garbage Container that are Recyclable 554 Materials or Organic Waste; and (iv) Exempt Waste placed in any Cart or Bin. 555 1.83 Quarter. “Quarter” means a three-month period during a Calendar Year. The first 556 Quarter is January through March. The second Quarter is April through June. The third 557 Quarter is July through September. The fourth Quarter is October through December. 602
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558 1.84 Rate Year. “Rate Year” means the period of July 1 to June 30 for each year during 559 the Term of this Agreement.
560 1.85 Recyclable Materials. “Recyclable Materials” or “Recyclable Material” means any 561 material capable of being containerized and Diverted from the landfill, consistent with the 562 requirements of the Act. Recyclable Materials that can be placed in the Recyclable 563 Materials Container are listed in Exhibit 13, and the term also includes any other items 564 determined by the Agreement Administrator.
565 1.86 Recyclable Materials Collection Service. “Recyclable Materials Collection Service” 566 means the Collection of Recyclable Materials that have been separated from other Solid 567 Waste from Service Units, and the delivery of those Recyclable Materials to the Materials 568 Recovery Facility.
569 1.87 Recycling. “Recycling” means the process of Collecting, sorting, cleansing, 570 treating, and/or marketing Recyclable Materials that would otherwise become Garbage, 571 and returning them to the economic mainstream in the form of raw material for new, 572 reused, or reconstituted products which meet the quality standards necessary to be used 573 in the marketplace. The Collection, transportation, or Disposal of Solid Waste not intended 574 for, or capable of, reuse is not Recycling. “Recycling” does not include transformation as 575 defined in Public Resources Code Section 40201. Paper products and printing and writing 576 paper, each as defined in SB 1383, may be placed in either the Recyclable Materials 577 Container or the Organic Waste Container. Carpet and textiles may not be placed in either 578 the Recyclable Materials Container or the Organic Waste Container. 579 1.88 Residential Collection Service. “Residential Collection Service” means ongoing 580 regularly scheduled Collection of Solid Waste from SFD Service Units and MFD Service 581 Units, and the delivery of that Solid Waste to the Disposal Facility, Materials Recovery 582 Facility, and/or Organic Waste Processing Facility. 583 1.89 Residue. “Residue” or “Residuals” means unrecoverable materials remaining after 584 processing at the Material Recovery Facility, Organic Waste Processing Facility, or 585 Construction and Demolition Debris Processing Facility for which there are no other 586 options for viable use and which therefore must be Disposed of at a disposal facility. 587 1.90 Roll-Off Container. “Roll-Off Container” means a metal Container with a capacity 588 of ten (10) or more cubic yards that is normally loaded onto a specialized Collection 589 Vehicle and transported to the appropriate facility. A Roll-Off Container may be a Debris 590 Box or a Compactor.
591 1.91 Route Review. “Route Review” means a visual inspection of Containers along a 592 Hauler Route for the purpose of identifying Prohibited Container Contaminants. 603
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593 1.92 SB 1383. “SB 1383” means State of California Senate Bill 1383, Short-lived 594 Climate Pollutants: Organic Waste Reductions, approved September 19, 2016, and the 595 regulations implementing the law, Title 14, Code of California Regulations (CCR), Chapter 596 12.
597 1.93 SB 54. “SB 54” means State of California Senate Bill 54, Plastic Pollution 598 Prevention and Packaging Producer Responsibility Act, approved June 30, 2022, and the 599 regulations implementing the law, adding Chapter 3 within Part 3 of Division 30 of the 600 California Public Resources Code.
601 1.94 Self-Haul. “Self-Haul” means the Collection of Solid Waste by the resident, owner, 602 or occupant of the Premises on which the Solid Waste was generated, in accordance with 603 the requirements of the Municipal Code.
604 1.95 Service Area. “Service Area” means the area within the jurisdictional limits of the 605 City of West Sacramento designated by City as the Service Area. 606 1.96 Service Recipient. “Service Recipient” means an individual or entity receiving 607 Collection Service. Service Recipient and Customer are used interchangeably depending 608 on context.
609 1.97 Service Unit. “Service Unit” means a single subscriber to Contractor’s Solid Waste 610 Collection. Service Unit specifically includes the following:
611 1.97.1 City Service Unit. “City Service Unit” shall mean City Facility(ies) that 612 utilize a Bin, Cart, or Roll-Off Container(s) for the accumulation and set-out of Solid 613 Waste. City Service Units are the properties set forth in Exhibit 3 and may be 614 modified by written notice to Contractor by the City. 615 1.97.2 Commercial Service Unit. “Commercial Service Unit” shall mean all 616 retail, professional, wholesale, and industrial facilities, as well as other commercial 617 enterprises offering goods or services to the public, that utilize a Bin, Cart, 618 Compactor, or Roll-Off Container for the accumulation and set-out of Commercial 619 Solid Waste.
620 1.97.3 Multi-Family Dwelling (MFD) Service Unit. “Multi-Family Dwelling” and 621 “MFD” shall mean any building or structure, or portion thereof, including but not 622 limited to mobile home parks, used for residential purposes, and having five (5) or 623 greater distinct living units. A MFD Service Unit refers to any Multi-Family Dwelling 624 Unit in the Service Area utilizing a Bin, Cart, or Roll-Off Container(s) for the 625 accumulation and set out of Solid Waste originating from MFD Premises. 604
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626 1.97.4 Single-Family Dwelling (SFD) Service Unit or SFD. “Single-Family 627 Dwelling (SFD) Service Unit or SFD” shall mean any building or structure, or 628 portion thereof, including but not limited to mobile home parks, used for residential 629 purposes, and having four (4) or fewer distinct living units. A SFD Service Unit 630 refers to any Single-Family Dwelling Unit in the Service Area utilizing a Cart or Bin 631 for the accumulation and set out of Solid Waste originating from SFD Premises. 632 The term SFD Service Unit is inclusive of all SFD Dwelling Units to the extent that 633 one SFD Dwelling has four (4) or fewer distinct living units, which may be treated 634 as a singular SFD Service Unit, or up to four (4) SFD Service Units, consistent with 635 (i) addressing, and (ii) billing responsibility.
636 1.98 SFD Collection Service. “SFD Collection Service” means SFD Garbage Collection 637 Service, SFD Recyclable Materials Collection Service, SFD Organic Waste Collection 638 Service, SFD Clean Up Collection Service, and On-Call Household Hazardous Waste. 639 1.98.1 SFD Garbage Collection Service. The Collection of Garbage, by 640 Contractor, from SFD Service Units in the Service Area, and the delivery of that 641 Garbage to the Disposal Facility.
642 1.98.2 SFD Clean Up Collection Service. The periodic on-call Collection of 643 Bulky Waste, individual, reusable and other materials detailed in Section 9.4 by 644 Contractor, from SFD Service Units in the Service Area, and the delivery of those 645 Bulky Waste, individual, reusable and other materials to a reuse partner, the 646 Materials Recovery Facility, the Disposal Facility, or other such facility as may be 647 appropriate under the terms of this Agreement. SFD Bulky Waste Collection 648 Service does not include the Collection of Bulky Waste using Roll-Off Containers. 649 1.98.3 SFD Organic Waste Collection Service. The Collection of Organic 650 Waste, by Contractor, for SFD Service Units in the Service Area, and the delivery 651 of those Organic Waste Materials to the Organic Waste Processing Facility. 652 1.98.4 SFD Recyclable Materials Service. The Collection of Recyclable 653 Materials, including dry-cell household batteries when set out by the Service 654 Recipient in heavy duty plastic bags and placed on the Recyclable Materials Cart, 655 by the Contractor from SFD Service Units in the Service Area and the delivery of 656 those Recyclable Materials to the Materials Recovery Facility. 657 1.98.5 On-Call Household Hazardous Waste (HHW). The Collection of 658 designated HHW materials, by the Contractor, for SFD Service Units in the Service 659 Area, and the delivery of those HHW materials to the appropriate HHW facility per 660 Exhibit 7.
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661 1.99 Single-Family Dwelling or SFD. “Single-Family Dwelling” or “SFD” means any 662 residential Premises with four (4) or fewer single attached Dwelling Units, each designed 663 for use by one bona fide housekeeping group.
664 1.100 Sludge. “Sludge” means the accumulated solids, residues, and precipitates 665 generated as a result of waste treatment or processing, including wastewater treatment, 666 water supply treatment, or operation of an air pollution control facility, as well as mixed 667 liquids and solids pumped from septic tanks, grease traps, privies, or similar disposal 668 appurtenances, or any other such waste having similar characteristics or effects. 669 1.101 Solid Waste. “Solid Waste” means all putrescible and non-putrescible solid, 670 semisolid, and liquid wastes, including Garbage, trash, refuse, paper, rubbish, ashes, 671 industrial wastes, demolition and construction wastes, abandoned vehicles and parts 672 thereof, discarded home and industrial appliances, dewatered, treated, or chemically 673 fixed sewage Sludge which is not Hazardous Waste, vegetable or animal solid and 674 semisolid wastes, and other discarded solid and semisolid wastes, as set forth in 675 California Public Resources Code Section 40191(a)(b), as amended from time to time. 676 Solid Waste includes Recyclable Materials but does not include (1) Hazardous Waste; (2) 677 radioactive waste regulated pursuant to the Health and Safety Code Section 114960 et 678 seq.; and (3) medical waste regulated pursuant to the Health and Safety Code Section 679 117600 et seq.
680 1.102 Solid Waste Collection. “Solid Waste Collection” means the Collection of Garbage, 681 Recyclable Materials, and Organic Waste within the corporate limits of City, and the 682 transportation of such material to appropriate places for processing, Recycling, 683 Composting, and/or Disposal.
684 1.103 Source Separated. “Source Separated” means materials that have been kept 685 separate in the Solid Waste stream, at the point of generation, for the purpose of 686 additional sorting or processing in order to return them to the economic mainstream in the 687 form of raw material for new, reused, or reconstituted products, which meet the quality 688 standards necessary to be used in the marketplace, or as otherwise defined in 14 CCR 689 Section 17402.5(b)(4).
690 1.104 Source Reduction and Recycling Element (SRRE). “SRRE” means a formal 691 planning document that demonstrates how the City will comply with the Act’s Diversion 692 goals.
693 1.105 Term. “Term” means the time period or duration for which the Agreement is in 694 effect, as defined in Article 2.
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695 1.106 Transfer Station. “Transfer Station” means the place or places listed in Exhibit 8 696 for conveyance of Solid Waste Collected by Contractor into larger vehicles prior to 697 transportation of the Solid Waste to the Disposal Facility or Processing Facility. 698 1.107 Universal Waste or U-Waste. “Universal Waste” or “U-Waste” means all wastes as 699 defined by Title 22, Subsections 66273.1 through 66273.7 of the California Code of 700 Regulations. These include, but are not limited to, batteries, fluorescent light bulbs, 701 mercury switches, and E-Waste.
702 1.108 Waste. “Waste” means the useless, unused, unwanted, or discarded material and 703 debris resulting from normal residential and commercial activity or materials which, by 704 their presence, may injuriously affect the health, safety, and comfort of persons or 705 depreciate property values in the vicinity thereof. 706 1.109 Waste Generator. “Waste Generator” means any person, as defined by the most 707 current version of the Public Resources Code PRC § 4211, whose act or process 708 produces Solid Waste as defined in that same code, or whose act first causes Solid Waste 709 to become subject to regulation.
710 1.110 Workday. “Workday” means any day, Monday through Saturday, that is not a 711 Holiday as set forth in this Agreement.
712 1.111 Wood Waste. “Wood Waste” means Solid Waste consisting of stumps, large 713 branches, tree trunks, and wood pieces or particles that are generated from the 714 manufacturing or production of wood products; harvesting, processing, or storage of raw 715 wood materials; or Construction and Demolition activities. 716 Article 2. Term of Agreement
717 2.1 Term of Agreement. The Term of this Agreement will be for a ten (10) year period 718 beginning July 1, 2027, and terminating on June 30, 2037. Contractor shall commence 719 performance of its Solid Waste Collection obligations under this Agreement on July 1, 720 2027 (“Commencement Date”).
721 2.2 Optional Extension of Term. City may, in its sole discretion, grant Contractor two 722 additional five (5) year extensions of the Term. The City may decline to negotiate an 723 extension of the Term at its sole discretion. In its determination, the City may include 724 consideration of status of compliance with preconditions including, but not limited to, the 725 following: (1) Contractor is not then in default of any material term or condition of the 726 Agreement; (2) Contractor has paid City on time all required and undisputed fees 727 associated with Agreement; or (3) Contractor has requested the Optional Extension of 728 Term by July 1, 2035, for the first extension, and by October 1, 2040, for the second 729 extension.
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730 2.2.1 The City shall not be obligated to offer an extension of Term to 731 Contractor. Prior to granting any extension under this contract, City shall consider 732 performance standards, including Contractor’s performance relative to its 733 Diversion Guarantee, and the results of performance reviews, as outlined in Article 734 29, in decisions regarding extension of Term. The City may require the 735 performance review described in Article 22 with the specific intent of determining 736 Contractor’s eligibility for the applicable extension. The City shall not be obligated 737 to offer an extension to Contractor, regardless of the outcome of the performance 738 review described in Article 22.
739 Article 3. Conditions Governing Services Provided by 740 Contractor
741 3.1 Grant of Exclusive Agreement. City hereby grants to Contractor, on the terms and 742 conditions set forth herein, including the limitations set forth in Sections 3.2 and Section 743 3.3, the exclusive franchise, right, and privilege to Collect, remove, and Dispose of, in a 744 lawful manner, Garbage, Recyclable Materials, and Organic Materials accumulating in 745 the City’s Service Area for the Term of and within the scope set forth in this Agreement. 746 3.1.1 Exclusive SFD, MFD, and City Collection Services. Except as provided 747 in Sections 3.2 and Section 3.3, Contractor is hereby granted the exclusive right 748 to Collect, transport, Recycle, process, and Dispose of Garbage, Recyclable 749 Materials, and Organic Waste generated by SFD, MFD, and City Service Units in 750 Carts and Bins located within the Service Area.
751 3.1.2 Commercial Garbage Collection Service Exclusivity. Except as provided 752 in Sections 3.2 and Section 3.3, Contractor is hereby granted the exclusive right 753 to Collect, transport, Recycle, process, and Dispose of Garbage generated by 754 Commercial Service Units located within the Service Area, provided the 755 Commercial Service extends only to services provided using Carts and Bins 756 serviced with a front-loading, rear-loading or side-loading Collection Vehicle. 757 3.1.3 Exclusivity for Commercial Organic Waste and Commercial Recyclable 758 Materials. The City retains the right to grant exclusive rights for Commercial 759 Organic Waste and Commercial Recyclable Materials once notices described in 760 California Public Resources Code §49520 have been given. Prior to City’s 761 issuance of such notice described in California Public Resources Code §49520, 762 the Parties shall meet and confer in accordance with Section 28.1 to discuss 763 implementation and planning related to the transition to exclusive Collection of 764 Commercial Recyclable Materials and Commercial Organic Waste. If City elects to 765 grant exclusive rights to handle Organic Waste and Recyclable Materials 766 generated by Commercial Services Units, Contractor will have such exclusive 608
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767 rights, and such service shall be subject to the applicable terms and conditions in 768 this Agreement (including, for the avoidance of doubt, Section 28.1). 769 3.2 Recyclable Materials, Organic Waste, and Bulky Waste Discarded by Service 770 Recipients. This Agreement shall not prohibit any person from selling Recyclable 771 Materials, Organic Waste, or Bulky Waste, or giving Recyclable Materials, Organic Waste, 772 or Bulky Waste away to persons or entities other than Contractor. However, once the 773 Recyclable Materials or Organic Waste have been placed in the Contractor’s Collection 774 Container and the Container set out for Collection, the Recyclable Materials or Organic 775 Waste become the property of Contractor.
776 3.3 Exclusions to Exclusivity.
777 3.3.1 Construction and Demolition Debris. Collection of Construction and 778 Demolition Debris is not exclusive to Contractor.
779 3.3.2 Recyclable Materials Sold By Commercial Generator. If the Waste 780 Generator at a Commercial Service Unit has Source Separated Recyclable 781 Material, the Waste Generator is entitled to sell that Recyclable Material or be 782 otherwise compensated in a manner resulting in a net positive payment to the 783 Waste Generator, when such collector is permitted as appropriate under the City 784 Municipal Code.
785 3.3.3 Byproducts of Food and Beverage Processing. Under AB 3036 (2018), 786 certain byproducts from the processing of food or beverages from agricultural or 787 industrial sources are exempted from this exclusive Collection Agreement, 788 provided (i) they do not include animal (including fish) processing byproducts; (ii) 789 they are Source-Separated; (iii) they are not discarded (meaning the generator 790 may not pay the recipient any consideration, or accept a discount or reduction in 791 price for Collecting, processing, or transporting such material); and (iv) they are 792 used as animal feed. Entities requesting exemption must apply to the City and be 793 any of the following: registered pursuant to Section 110460 of the Health and 794 Safety Code, or be exempted from registration pursuant to Section 110480 of the 795 Health and Safety Code, or be a beer manufacturer as defined in Section 23012 796 of the Business and Professions Code, or be a distilled spirits manufacturer as 797 defined in Section 23015 of the Business and Professions Code. 798 3.3.4 Donated Solid Waste. Recyclable Materials, Organic Waste, or Bulky 799 Waste which are Source Separated at any Premises by the waste generator and 800 donated to youth, civic, or charitable organizations qualified as such pursuant to 801 Federal law are exempted from this exclusive Collection Agreement. 609
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802 3.3.5 Gardening, Landscaping, and other Household Services. Gardeners, 803 tree trimmers, roofers, carpenters, masons, and similar contract enterprises that 804 haul or dispose of grass clippings, prunings, wood, roof shingles, or other materials 805 collected in the course of their business using their own equipment are exempted 806 from this exclusive Collection Agreement. This provision shall also include Bulky 807 Items removed from a Premises by a property management or maintenance 808 company as an incidental part of the total cleanup or maintenance service offered 809 by the company. This provision does not allow the hauling of materials by any 810 business hired solely for the purposes of hauling and/or removal of Garbage in 811 Cart or Bins.
812 3.3.6 Self-Haul. Service Recipients may choose to Self-Haul Solid Waste to 813 Disposal or Processing Facilities, to the extent authorized by the Municipal Code. 814 3.3.7 Hazardous Waste. Hazardous Waste and other Exempt Waste, 815 regardless of its source, is exempted from this exclusive Collection Agreement. 816 3.3.8 Materials Generated or Accumulated During an Emergency or Disaster. 817 During an emergency or disaster, as determined by City in its sole discretion, City 818 may enlist additional contractors or other entities in the Collection, transportation, 819 and/or Disposal of any and all types of materials that are generated or 820 accumulated. In particular, the City may choose to pursue reimbursement of 821 disaster services through the Federal Emergency Management Agency (FEMA), 822 which would require that the associated disaster services be secured via a 823 competitive bidding process. Contractor shall not be prohibited by any part of this 824 Agreement from participating in this competitive bidding process, but City shall be 825 free to put services associated with declared disasters out to bid in accordance 826 with FEMA requirements and enlist additional contractors based on the results of 827 that process.
828 3.4 Acknowledgment of Service Outside of Scope. Contractor acknowledges and 829 agrees that the City may permit other persons besides the Contractor to Collect any and 830 all types of materials excluded from the scope of this Agreement, as set forth above, 831 except that Contractor will have a right of first refusal to perform such services if the City 832 contemplates permitting or licensing other persons to Collect such materials. If Contractor 833 can produce evidence that other persons are servicing Collection Containers or Collecting 834 Garbage, Recyclable Materials, Bulky Items, and/or Organic Waste in a manner that is 835 not consistent with the City’s Municipal Code or this Agreement, it shall report the location, 836 the name, and phone number of the person or company to the City along with Contractor’s 837 evidence of the violation of the exclusiveness of this Agreement, and the Contractor shall 838 assist the City to enforce the City’s Municipal Code and this Agreement. Contractor may 839 remove illegally placed containers in public rights-of-way, alleys, or streets, but only after 840 notifying the City.
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841 3.5 Responsibility for Service Billing and Collection. Contractor is responsible for the 842 billing and collection of payments for Solid Waste Collection within the Service Area. 843 Article 4. Franchise Fees and Payments
844 4.1 Contractor’s Payments to City. The parties agree that all fees and any payments 845 owed by Contractor to City under this Agreement are the product of extensive 846 negotiations, constitute valid consideration for the rights and privileges granted to 847 Contractor under this Agreement (including the use of government property), and account 848 for costs incurred by the City in the negotiation, implementation, monitoring and 849 enforcement of this Agreement. Contractor shall pay all amounts owed under this Article 850 without prior notice or demand and without abatement, deduction, offset, or credit in lawful 851 money of the United States, on or before the applicable due date, unless the due date 852 lands on a weekend or Holiday, in which case the due date shall be the next Business 853 Day. If sent by U.S. mail, the remittance must be post-marked on or before the due date. 854 If hand-delivered, Contractor must request and receive a date-stamped receipt from the 855 City by 5:00 p.m. Pacific Time (PT) on the due date. 856 4.2 Reimbursement for the Cost of Procurement/Negotiation Process. Contractor shall 857 reimburse the City a one-time fee of two hundred and fifty thousand dollars ($250,000) 858 for the cost of the Collection Agreement solicitation, evaluation, negotiation, and award 859 process. This fee shall be due and payable on the thirtieth (30th) day after the Effective 860 Date of the Agreement. This fee shall not be recoverable via Contractor’s charges to 861 Service Recipients for Solid Waste Collection or any other form of compensation under 862 this Agreement.
863 4.3 Transition Assistance Support. Contractor shall pay the City a one-time fee of one 864 hundred thousand dollars ($100,000) for costs the City will incur during the process of 865 transitioning from the existing Solid Waste contractor to Collection Service with 866 Contractor. This fee shall be due and payable on the thirtieth (30th) day after the Effective 867 Date of the Agreement.
868 4.4 Franchise Fee and Payment. The Franchise Fee shall be due and payable on the 869 last day of each month following the month for which Solid Waste Collection was 870 provided, with the first such payment being due on August 31, 2027. The Franchise Fee 871 shall be accompanied at the time of payment by a written statement of charges, in a 872 format acceptable to the City. Figures used in the report shall be taken from 873 Contractor’s general books of account, and Contractor shall retain all supporting 874 documentation in accordance with the records retention requirements in Article 23. If 875 payment is not received on the last day of the month following the month for which Solid 876 Waste Collection was provided, interest shall accrue thereon at the maximum interest 877 rate permitted under California law, but not to exceed ten (10) percent per annum. Any 878 adjustment to the Franchise Fee shall have prospective effect only. 611
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879 4.5 Establishment of and Adjustments to Franchise Fee. The City Council shall 880 establish and may adjust the Franchise Fee by resolution, in which case Contractor shall 881 be entitled to an adjustment to Maximum Service Rates in an aggregate amount that is 882 equal to such Franchise Fee increase as a City-directed change and otherwise in 883 accordance with Section 28.1. City shall be solely responsible for ensuring that the 884 calculation and adoption of the Franchise Fee is done in accordance with the California 885 Constitution and all applicable laws. Contractor shall cooperate reasonably in providing 886 information requested by the City in establishing and updating the Franchise Fee. 887 4.6 Franchise Fee Disputes. In the event of any disputes between the Contractor and 888 the City with respect to the fees described in this Article, the City shall provide the 889 Contractor with written objection within one hundred eighty (180) days of the receipt of 890 the written report described in Section 4.4, encompassing the dispute amount. The City 891 shall state its objections in writing with reference to the applicable portion(s) of the report 892 and its reasons then known for its dispute. The parties agree to meet and confer in Good 893 Faith regarding any such dispute. Notwithstanding this Section 4.7, City may conduct a 894 billing audit and performance review in accordance with Section 22.1, within which proper 895 calculation and payment of Franchise Fees may be reviewed and verified. 896 4.6.1 City-Imposed Fees. In the event any fee imposed by the City pursuant 897 to this Article 4 (City-Imposed Fee or "CIF") is determined by a court to be 898 excessive, invalid, or unenforceable, then:
899 (i) Contractor shall not charge or collect the future portion of such CIF; 900 (ii) To the extent the Customers are entitled to a reimbursement of any portion of 901 such CIF, and City is required to reimburse Contractor in the amount of such CIF 902 previously remitted to City, thereafter Contractor shall directly reimburse all 903 Customers entitled to reimbursement in the amount attributable to each Customer 904 account. In no event shall Contractor retain any portion of the fees reimbursed by 905 City;
906 (iii) To the extent the Customers are entitled to a reimbursement of such CIF, and 907 City is required by a court to directly reimburse Customers, Contractor shall assist 908 City in identifying all Customers entitled to a reimbursement, quantifying the 909 reimbursement amount attributable to each Customer account, and obtaining and 910 providing to City any other information needed to satisfy the obligations imposed 911 by a court; and
912 (iv) City and Contractor will, within thirty (30) days following such court decision, 913 meet and confer to negotiate in Good Faith and using reasonable efforts to attempt 914 to agree on modifications to the Agreement.
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915 SCOPE OF COLLECTION SERVICES
916 Article 5. General Requirements
917 5.1 Service Standards. Contractor must perform all Collection Services under this 918 Agreement in a thorough and professional manner as described in Article 19, while 919 meeting the minimum performance standards described in Article 22 and Diversion 920 standards listed in Article 20, according to the Sustainability and Compliance Plan (Exhibit 921 9) developed by the Contractor and approved by the City. 922 5.2 Labor and Equipment. Contractor must provide and maintain all labor, equipment, 923 tools, facilities, and personnel supervision required for the performance of Contractor’s 924 obligations under this Agreement. Contractor must always have sufficient backup 925 equipment and labor to fulfill Contractor’s obligations under this Agreement. No 926 compensation for Contractor’s services or for Contractor’s supply of labor, equipment, 927 tools, facilities, or supervision will be provided or paid to Contractor by City or by any 928 Service Recipient except as expressly provided by this Agreement. 929 5.3 Holiday Service. Contractor is not required to provide Solid Waste Collection or 930 maintain office hours on the designated Holidays, as defined in Section 1.66. In any week 931 in which one of these Holidays falls on a Workday, SFD Collection Services for the Holiday 932 and each Workday thereafter will be delayed one Workday for the remainder of the week, 933 with normally scheduled Friday SFD Collection Services being performed on Saturday 934 according to the normally scheduled hours for Friday Collection Service. Commercial 935 Collection Services will be adjusted as set forth in Article 11, but must meet the minimum 936 frequency requirements of one (1) time per week. Solid Waste Collection will not take 937 place on Sundays, unless previously authorized by the Agreement Administrator. 938 5.4 Inspections. The City has the right to inspect Contractor’s facilities or Collection 939 Vehicles and their contents used to provide services pursuant to this Agreement at any 940 reasonable time while operating inside or outside the City without advance notice to the 941 Contractor.
942 5.5 Facilities.
943 5.5.1 Disposal Facility. Except as provided in Section 5.5.4, all Garbage 944 Collected as a result of performing Garbage Collection Service must be 945 transported to, and Disposed of at, the Disposal Facility listed in Exhibit 8. Failure 946 to comply with this provision may result in assessment of Administrative Charges 947 and Penalties as specified in Exhibit 5 and may result in Contractor being in default 948 under this Agreement, subject to written notice and cure periods as set forth in 949 Article 30 of this Agreement.
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950 5.5.2 Materials Recovery Facility. Except as provided in Section 5.5.4, all 951 Recyclable Materials Collected as a result of performing Recyclable Materials 952 Collection Service must be delivered to the Materials Recovery Facility listed in 953 Exhibit 8. Failure to comply with this provision may result in assessment of 954 Administrative Charges and Penalties as specified in Exhibit 5 and may result in 955 Contractor being in default under this Agreement, subject to written notice and cure 956 periods as set forth in Article 30 of this Agreement. 957 5.5.3 Organic Waste Processing Facility. Except as provided in Section 5.5.4, 958 all Organic Waste Collected as a result of performing Organic Waste Collection 959 Service must be delivered to the Organic Waste Processing Facility listed in Exhibit 960 8. Failure to comply with this provision may result in assessment of Administrative 961 Charges and Penalties as specified in Exhibit 5 and may result in Contractor being 962 in default under this Agreement, subject to written notice and cure periods as set 963 forth in Article 30 of this Agreement.
964 5.5.4 Prior Agreement for Disposal and Organics Processing. Contractor 965 acknowledges that the City may contract for Disposal of Garbage and Processing 966 of Organic Waste with the Yolo County Central Landfill. Contractor agrees to 967 deliver Garbage and/or Organic Waste to the Yolo County Central Landfill facility 968 as set forth in future agreements between the City and Yolo County. In the event 969 that Yolo County increases Disposal or Processing fees between the City and Yolo 970 County based on a “Material Change in Law or other extraordinary event”, 971 Contractor may request to meet and confer with City to determine if additional 972 compensation should be provided to Contractor to recover any such increases in 973 Disposal and Processing fees per Section 6.4.
974 5.5.5 Alternative Facilities. City may direct Contractor to transport Garbage 975 and/or Organic Waste to an alternative facility. To the best of its ability, the 976 Agreement Administrator shall provide Contractor at least thirty (30) days’ notice 977 of direction to alternative facility. Contractor shall be compensated for any added 978 transport costs, and Facility fees (inclusive of but limited to tipping and import fees) 979 to the extent Contractor is required to pay them.
980 5.5.5.1 Alternatively, Contractor may request City approval to transport 981 Recyclable Materials to an alternative facility for a limited term. City shall 982 not unreasonably withhold approval of use of such facilities for limited use, 983 such as during facility construction or other limited-term inability to utilize 984 the Materials Recovery Facility. Contractor shall not be compensated for 985 any added transport costs or Facility fees as a result of the use of this 986 alternative facility.
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987 5.5.5.2 In the event the Disposal Facility, Materials Recovery Facility, or 988 Organic Waste Processing Facility is closed on a Workday, the Contractor 989 shall transport and deliver the Garbage, Recyclable Materials and/or 990 Organic Waste to such other legally permitted facility as is approved by City. 991 5.6 Changes to Services – Recyclable Materials and Organic Waste. 992 5.6.1 Recyclable Materials - Changes to Services. Should changes in 993 Applicable Law arise that necessitate any additions or deletions to the Recyclable 994 Materials Collection Services described in this Agreement, including the type of 995 items included as Recyclable Materials, the parties will negotiate any necessary 996 cost changes and will enter into an Agreement amendment covering such 997 modifications to the services to be performed and the compensation to be paid in 998 accordance with Section 28.2 before undertaking any changes or revisions to such 999 services.
1000 5.6.2 Organic Waste - Changes to Services. Should changes in Applicable 1001 Law arise that necessitate any additions or deletions to the Organic Waste 1002 Collection Services described in this Agreement, including the type of items 1003 included as Organic Waste, the parties will negotiate any necessary cost changes 1004 and will enter into an Agreement amendment covering such modifications to the 1005 services to be performed and the compensation to be paid in accordance with 1006 Section 28.2 before undertaking any changes or revisions to such services. 1007 5.7 Commingling of Materials.
1008 5.7.1 Contractor shall not at any time commingle any Solid Waste Collected 1009 pursuant to this Agreement with any other material collected by Contractor outside 1010 of the City without the express prior written authorization of the Agreement 1011 Administrator. Such approval by the City will not be unreasonably withheld. 1012 5.7.2 The City would like to minimize the commingling of material streams 1013 between Service Unit types to support accurate tracking and reporting. As may be 1014 operationally necessary, Contractor may commingle in the Collection Vehicles 1015 SFD, MFD, Commercial and City Facility materials Collected pursuant to this 1016 Agreement with the same type of materials Collected by Contractor from any place 1017 inside the City, only if Contractor can provide accurate and complete data, and 1018 audited records of the types and amounts of materials Collected. Garbage, 1019 Recyclable Materials, and Organic Waste Collected in the City shall be allocated 1020 by Contractor according to Service Unit type based on volume or tonnage using a 1021 method approved by the City. Changes to the allocation methodology may only be 1022 made with the express prior written authorization of the Agreement Administrator. 615
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1023 5.7.3 Garbage. Subject to Section 5.12, Contractor may not at any time 1024 commingle Garbage with separated Organic Waste or with separated Recyclable 1025 Materials Collected pursuant to this Agreement without the express prior written 1026 authorization of the Agreement Administrator. Such approval by the City will not be 1027 unreasonably withheld.
1028 5.7.4 Recyclable Materials. Subject to Section 5.12, Contractor may not at any 1029 time commingle Recyclable Materials Collected pursuant to this Agreement with 1030 any other material type Collected by Contractor without the express prior written 1031 authorization of the Agreement Administrator. Such approval by the City will not be 1032 unreasonably withheld.
1033 5.7.5 Organic Waste. Subject to Section 5.12, Contractor may not at any time 1034 commingle Organic Waste Collected pursuant to this Agreement with any other 1035 material type Collected by Contractor, without the express prior written 1036 authorization of the Agreement Administrator. Such approval by the City will not be 1037 unreasonably withheld.
1038 5.8 Collection Containers.
1039 5.8.1 Ownership of Collection Containers. Ownership of Collection Containers 1040 is vested in the Contractor.
1041 5.8.2 New Containers. At the start of this Agreement, Contractor must supply 1042 new Carts and newly painted Bins and Roll-off Containers in good condition that 1043 comply with Collection Container specifications in Exhibit 4. If any changes to 1044 these specifications are adopted after the Commencement Date that results in 1045 Contractor being required to replace Collection Containers before they have been 1046 fully depreciated, Contractor will be eligible for additional compensation in 1047 accordance with Section 28.2.
1048 5.8.3 Purchase and Distribution of Collection Containers for New Service 1049 Units. Contractor must distribute new or newly painted Collection Containers as 1050 specified in Exhibit 4 to new Service Units that are added to Contractor’s Service 1051 Area during the Term of this Agreement. The size and mix of the Collection 1052 Containers will be in accordance with the specifications as set forth in this 1053 Agreement and the distribution must be completed within five (5) Workdays of 1054 receipt of the request for service.
1055 5.8.4 Replacement of Contractor-Damaged or Lost Collection Containers. 1056 Contractor’s employees must take care to prevent damage to or loss of Collection 1057 Containers by unnecessary rough treatment. Any Container damaged or lost by 1058 the Contractor must be replaced by Contractor, at Contractor's expense, within five 616
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1059 (5) Workdays at no cost or inconvenience to the Service Recipient. Contractor 1060 must maintain records documenting all Container replacements occurring monthly. 1061 5.8.5 Replacement of Lost or Destroyed Containers at No Fault of Contractor. 1062 Upon notification to Contractor by City or a Service Recipient that the Service 1063 Recipient’s Container(s) has been stolen or damaged beyond repair through no 1064 fault of Contractor, Contractor must deliver a replacement Container(s) to such 1065 Service Recipient within five (5) Workdays. Contractor must maintain records 1066 documenting all Container replacements occurring monthly. 1067 5.8.5.1 Each Service Recipient is entitled to the replacement of two (2) 1068 lost, destroyed, or stolen Containers every ten (10) years during the Term 1069 of this Agreement at no cost to the Service Recipient. Except in the case of 1070 a Container that must be replaced because of damage caused by 1071 Contractor or in the case where Contractor elects to replace a Container 1072 rather than repair it on-site, Contractor will be compensated for the cost of 1073 those replacements in excess of two (2) total Containers per Service 1074 Recipient during the aforementioned 10-year period within the Term of the 1075 Agreement, in accordance with the “Cart Exchange” or “Bin Exchange”, as 1076 appropriate, Maximum Service Rate set forth in Exhibit 1, or as may be 1077 adjusted by the City from time to time as provided under this Agreement. 1078 Contractor must deliver a replacement Collection Container to such Service 1079 Unit within five (5) Workdays. Contractor shall work collaboratively with the 1080 City to resolve issues related to theft of Containers and shall not repeatedly 1081 charge a Service Recipient for replacement Containers in circumstances 1082 where the service recipient can demonstrate that repeated recurrences of 1083 theft are not caused by an act or omission by the Service Recipient. In such 1084 instances of theft, the City and Contractor acknowledge that a unique and 1085 collaborative approach is required for long-term resolution. 1086 5.8.6 Repair of Garbage, Recyclable Materials, and Organic Waste 1087 Containers. Contractor is responsible for the repair of Containers, including, but 1088 not limited to, hinged lids, lock bars, wheels, and axles. Within five (5) Workdays 1089 of notification by the City or a Service Recipient of the need for such repairs, 1090 Contractor must repair the Container or, if necessary, remove the Container for 1091 repairs and deliver a replacement Container to the Service Recipient. Collection 1092 Container repair also includes the removal of graffiti from the Collection Container, 1093 and fresh paint on extremely worn Containers (as applicable). 1094 5.8.7 Collection Container Exchange. Upon notification to Contractor by City 1095 or a Service Recipient that a change in the size of a Container is requested, for 1096 reasons beyond those outlined in Sections 5.8.4 and 5.8.5, Contractor must deliver 1097 such Container to such Service Recipient within five (5) Workdays. Each Service 617
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1098 Unit is eligible to receive one (1) free Container exchange per Calendar Year during 1099 the Term of this Agreement for moving to a larger Garbage, Recyclable Materials, 1100 or Organic Waste Cart size. Each Service Unit is eligible to receive unlimited 1101 Container exchanges per Calendar Year during the Term of this Agreement for 1102 moving to a smaller Garbage Container size. Each Service Unit is eligible to 1103 receive one (1) free Container exchange per Calendar Year during the Term of this 1104 Agreement for moving to a smaller Recyclable Materials or Organic Waste 1105 Container size. Accordingly, Contractor will be compensated only for the cost of 1106 those exchanges in excess of one (1) per Calendar Year for those Service Units 1107 receiving larger Container sizes, in accordance with the “Cart Exchange” or “Bin 1108 Exchange”, as appropriate, service rate as set forth in Exhibit 1 or as may be 1109 adjusted this Agreement.
1110 5.8.8 Additional Container Request. Upon notification to the Contractor by City 1111 or a Service Recipient that additional Containers for Garbage, Recyclable 1112 Materials, or Organic Waste are requested, Contractor shall deliver such 1113 Containers to such Service Recipient within five (5) Workdays, at the rate set forth 1114 in Exhibit 1.
1115 5.8.9 Locking Containers. Contractor shall provide lockable Carts and Bins as 1116 requested by Service Recipient at the Maximum Service Rate listed in Exhibit 1. 1117 Locking Bins shall be constructed of auto-bar-lock systems that allow for automatic 1118 lock release upon service and automatically return the bar to a locked position after 1119 service.
1120 5.9 New Customer Start. Contractor shall commence service to a new Service 1121 Recipient within five (5) Workdays from receiving required new start up information and/or 1122 paperwork from the requesting Service Recipient.
1123 5.10 SB 1383 Mandatory Service. Contractor shall provide Recyclable Materials 1124 Collection Service and Organic Materials Collection service to all of its Customers within 1125 City who are subscribed to and pay for Solid Waste Collection service, unless (i) the 1126 Customer is categorically exempted under City’s Municipal Code from the requirement to 1127 subscribe for Organic Materials Collection service, (ii) the Customer qualifies for and is 1128 granted a State- or City-issued waiver (including De Minimis Waivers or Physical Space 1129 Waivers), or (iii) the Customer has Recyclable Materials or Organic Materials Collection 1130 service via a City-approved permit holder for non-exclusive services. Contractor will work 1131 with Customers to appropriately size Collection Containers such that source-separation 1132 of all materials is possible without any overflow of material, and if any disputes arise or 1133 Overages occur, the City will make the final determination on proper Container size. 1134 Requirements according to Service Unit type are detailed in Article 9, Article 10, and 1135 Article 11.
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1136 5.11 Non-Collection. Except as set forth in Sections 5.12.6 (Overage Correction 1137 Procedures), 9.2.1 (Extra Cardboard), 9.2.2 (Dry Cell Battery), 9.3.2 (Holiday Tree 1138 Collection), 9.3.4 (Bagged Leaf Waste), 9.4 (SFD Clean Up Collection Service), and 9.5 1139 (On-Call HHW), Contractor shall not be required to Collect curbside any Garbage, 1140 Recyclable Material, or Organic Waste that is not placed in a Container. Further, 1141 Contractor may be unable to Collect Solid Waste in circumstances where the Containers 1142 are not operationally serviceable (e.g., construction on road prevents access to 1143 Containers, or a large branch placed in a Container could risk damage to Collection 1144 equipment) or the Service Recipient has not prepared the Containers for Collection (e.g., 1145 SFD Service Recipient with standard curbside service has not pulled Carts to curb for 1146 service, or Service Recipient has blocked their Containers with vehicles). For every event 1147 of non-collection, when operationally feasible, Contractor shall affix a Non-Collection 1148 Notice, documenting the date of Solid Waste non-collection and the reason for non1149 collection. In addition, for every event of non-collection the Contractor shall provide the 1150 following information in a written notice via email, text, U.S. mail, or in person to the 1151 Service Recipient: the date of the Solid Waste Non-Collection and the reason for Non1152 Collection. Contractor’s Non-Collection Notice for Service Recipients shall also contain 1153 instructions, as applicable, on (a) how to prepare Containers for Collection, (b) how to 1154 schedule a Bulky Waste Collection and, if relevant, (c) how to request an additional 1155 Collection Container, as well as a QR code or website url that links to a website with all 1156 Disposal programs offered by the City. If non-collection occurs for some unforeseeable 1157 circumstance not listed above that the Contractor encounters and is impeded by, 1158 Contractor shall provide the same written notice as described in this Section. 1159 5.12 Contamination and Overage.
1160 5.12.1 Approach to Contamination and Overage. The Contractor and City shall 1161 work in good faith to develop reasonable means of measuring Contamination and 1162 Overage. The program shall be implemented in such a fashion as to properly 1163 provide a feedback loop to drive behavior change amongst Service Recipients, 1164 and to help the City achieve Diversion goals. The Contamination and Overage 1165 program shall not be punitive and shall only be used to the extent that it improves 1166 Diversion, supports Customer sorting behavior, and facilitates safe and effective 1167 operations. Human intervention shall be a critical and consistent component of the 1168 program, and at no time shall the program be strictly technologically automated. 1169 5.12.2 Grace Period.
1170 5.12.2.1 New Agreement Grace Period. For a period of nine (9) months 1171 after the Commencement Date, an educational phase of the Contamination 1172 and Overage program will be in effect. Contractor will send educational 1173 material informing Service Recipients about proper Contamination and 1174 Overage procedures. For at minimum the first three months of the grace 619
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1175 period, until at least September 30, 2027, Contractor will conduct 1176 monitoring of Contamination and Overage occurrences without providing 1177 the Service Recipient with any notification of such occurrences. The 1178 Contractor will submit to the City a list of these Contamination or Overage 1179 occurrences, including photographs and supporting information regarding 1180 the rationale for the Contamination or Overage occurrence. The City and 1181 Contractor will discuss the documentation to ensure the parties are aligned 1182 on qualifying Contamination and Overage events. As of October 1, 2027 at 1183 the earliest or otherwise until the City and Contractor have mutually agreed 1184 on qualifying events, Contractor may begin issuing courtesy notices in 1185 accordance with Section 5.12.5.1. Contractor shall document and record 1186 all occurrences of Contamination and Overages throughout the term of the 1187 grace period in accordance with 5.12.4.
1188 5.12.2.2 New Service Recipient Grace Period. All new Service Recipients 1189 will be provided with a six (6) month grace period where education collateral 1190 and technical assistance, as described in Exhibit 10, are offered in response 1191 to observed instances of Contamination during the designated grace period, 1192 including the issuing of courtesy notices in accordance with Section 1193 5.12.5.1. Contractor shall document and record all occurrences of 1194 Contamination and Overages throughout the term of the grace period in 1195 accordance with 5.12.4. A Service Recipient shall be considered new if they 1196 have started an account with the Contractor four (4) months or more after 1197 the Commencement Date.
1198 5.12.3 Quality Control and Opportunity to Pause Program. City and Contractor 1199 will coordinate to identify the proper quality control to reach the appropriate level 1200 of Contamination or Overage during the 3-month (minimum) monitoring period 1201 described in Section 5.12.2.1. On an ongoing basis, and in accordance with 1202 reporting requirements detailed in Sections 23.4.2.7 and 23.4.2.8, Contractor shall 1203 provide City with sufficient documentation to assure agreed-upon quality control 1204 standards. Should the City, at any point during the Term of the Agreement, 1205 determine that the Contractor is improperly implementing this 5.12 or determines 1206 that implementation of this Section 5.12 is resulting in unrealistic, unfair, or 1207 unmanageable treatment of Service Recipients, the City, at the City’s sole 1208 discretion, may pause any or all components of Section 5.12 until the parties can 1209 agree on an improved approach to Contamination and Overages. There shall be 1210 no time limitation placed on such program pause, and program shall not restart 1211 without City’s explicit approval. In the event of such City directed program pause, 1212 Contractor shall not be subjected to the related provisions of Section 20.6. Section 1213 20.6.2.1 shall remain in effect for all programs, excluding the Contamination and 1214 Overage Program, and program enhancements per Section 20.6.2.2 shall be 620
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1215 considered to the extent they function exclusive of the Contamination and Overage 1216 program.
1217 5.12.4 Tracking Occurrences of Contamination and Overage. Regarding the 1218 entire Section 5.12, an occurrence is defined as an individual event of 1219 Contamination or Overage in an individual Container in one (1) day. For example, 1220 if a Recyclable Materials Container and an Organic Waste Container from one 1221 Service Recipient are both contaminated on the same Collection Service day, each 1222 Container would be assessed its first occurrence of Contamination. A second 1223 occurrence would not be assessed until the second incidence of Contamination or 1224 Overage upon the same waste stream on a subsequent Collection Service day. 1225 Contractor shall maintain ongoing tracking and documentation of occurrences 1226 throughout each Agreement Year, whether those occurrences are courtesies or 1227 enforceable.
1228 5.12.4.1 Service Recipient Applicability. Tracked occurrences are only 1229 associated with the current Service Recipient at the applicable Service Unit. 1230 Should ownership of the Service Unit or the account held with the 1231 Contractor change, the tracking of occurrences shall restart. 1232 5.12.5 Recyclable Materials and Organic Waste Contamination Procedures. 1233 Contractor must offer the Service Recipients the correct combination of Cart and 1234 Bin sizes and Collection frequency beyond the minimum Mandatory Service 1235 requirements, as necessary, that matches their unique service needs to reduce 1236 Contamination of Recyclable Materials and Organic Waste, and to provide service 1237 at the least cost to Service Recipient. To support City’s Diversion goals and 1238 Contractor’s Diversion Requirements as set forth in Article 20, Contractor is only 1239 required to Collect and process Recyclable Materials if they have been Source 1240 Separated by the Service Recipient from Garbage and Organic Waste and will only 1241 be required to Collect Organic Waste if it has been Source Separated by the 1242 Service Recipient from Garbage and Recyclable Materials. 1243 Contractor shall actively work with the Materials Recovery Facility and the Organic 1244 Waste Processing Facility throughout the Term of this Agreement to ensure that 1245 Contamination of the Recyclable Materials and Organic Waste Collected under this 1246 Agreement and delivered to the respective facilities remains below the limits 1247 established by Applicable Law including, without limitation, applicable regulations 1248 or regulatory guidance issued pursuant to SB 1383. Contractor shall utilize this 1249 information to drive the implementation of this Section 5.12.5. 1250 As part of Contractor’s services under Article 21, Contractor has agreed to provide 1251 outreach and support to Service Recipients as described in the Contractor’s 1252 Sustainability and Compliance Plan provided as Exhibit 9, Education and Outreach 621
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1253 Plan provided as Exhibit 10, and Contamination Reduction Plan provided as 1254 Exhibit 11. For purposes of determining if Recyclable Materials or Organic Waste 1255 are deemed to be contaminated, if, by visual or digital inspection, Recyclable 1256 Materials are commingled with ten percent (10%) by weight or volume of Garbage 1257 or Organic Waste, or if, by visual inspection, Organic Waste is commingled with 1258 five percent (5%) by volume of Garbage or Recyclable Materials, then Recyclable 1259 Materials and/or Organic Waste will be deemed to be contaminated and Contractor 1260 may take the steps outlined in Sections 5.12.5.1 through 5.12.5.4 and Section 1261 5.12.7. City and Contractor shall periodically confirm accurate measurement of 1262 Contamination thresholds. Contractor understands that the intent of the 1263 measurement thresholds is to ensure Collected Recyclable Materials and Organic 1264 Waste can effectively be Processed and repurposed, and therefore Contractor will 1265 place focus of Contamination program on Contaminated Recyclable Materials and 1266 Organic Waste that could impact the City’s Diversion rate, such as liquids and Food 1267 Waste in the Recyclable Materials Container, and plastics and glass in the Organic 1268 Waste Container. If a Service Recipient’s ongoing Contamination issue is related 1269 to bagged or otherwise lined Recyclable Material or Organic Waste, Contractor 1270 must provide specialized education in accordance with Section 21.5.2 and Exhibit 1271 11.
1272 The following provisions will apply to all Commercial, MFD, and SFD Service 1273 Recipients.
1274 5.12.5.1 Courtesy Noticing – Grace Period, First Occurrence After Grace 1275 Period, and First Occurrence in each Calendar Year. For 1) all instances of 1276 Contamination during the grace period, per Section 5.12.2, 2) the first 1277 occurrence of Contamination for both the Recyclable Materials Container 1278 and the Organic Waste Container following the conclusion of the 6- or 9- 1279 month grace period, as applicable, and 3) the first occurrence of 1280 Contamination for both the Recyclable Materials Container and the Organic 1281 Waste Container in each given Calendar Year, Contractor must perform the 1282 following tasks:
1283  Collect the contaminated Container (as Recyclable Materials, 1284 Organic Waste, or Garbage, as appropriate based on amount and 1285 type of Contamination). Per Article 34, Contractor is not required 1286 to Collect or Dispose of Exempt Waste;
1287  Affix to the contaminated Container a Contamination Corrective 1288 Action Notice which contains instructions on the proper 1289 procedures for sorting Recyclable Materials or Organic Waste; 1290  Notify the Service Recipient by phone, U.S. mail, email, or in 1291 person (which may be a Container tag that meets SB 1383 622
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1292 requirements), that for subsequent incidents of excess 1293 Contamination, the Service Recipient may be charged a 1294 Contamination fee for the contaminated Container, and 1295 Contractor may increase the Collection Container size, or require 1296 an additional Collection Container;
1297 » This messaging shall be consistent with the status 1298 of the program, such that messaging during the
1299 grace period shall note that charges will not be
1300 applicable until the end of the grace period.
1301  Contact the Service Recipient by phone, U.S. mail, email, or in 1302 person to ensure that they have the appropriate level of service 1303 for proper Collection of Recyclable Materials and/or Organic 1304 Waste, and;
1305  Document the Contamination issue and provide digital/visual 1306 documentation to the Service Recipient that clearly documents 1307 the Service Recipient’s on-going Contamination problems. 1308  Note: Given that some Service Recipients may experience an 1309 excess of occurrences during the grace period, the process 1310 described in this Section 5.12.5.1 may be streamlined or 1311 otherwise modified, as mutually agreed by City and Contractor, 1312 in cases where the Service Recipient has had over six (6) 1313 Contamination issues during the grace period. This may mean 1314 altered communications or an altered cadence of
1315 communications to maximize Contractor resources.
1316  At the conclusion of the grace period, all Service Recipients who 1317 achieved zero (0) instances of Contamination during the six (6) 1318 or nine (9) month period will be sent congratulatory educational 1319 materials, commending them on their proper sorting. 1320 5.12.5.2 Noticing with Fee - Second and Subsequent Occurrences. For 1321 the second qualifying occurrence of Contamination (after conclusion of the 1322 grace period per Section 5.12.2) for a particular Container (i.e., Recyclable 1323 Materials or Organic Waste), and for subsequent occurrences beyond the 1324 second occurrence of Contamination for a particular Container (i.e., 1325 Recyclable Materials or Organic Waste) in each Calendar Year, Contractor 1326 must Collect the contaminated Container (as Recyclable Materials, Organic 1327 Waste, or Garbage, as appropriate) and may charge the Service Recipient 1328 a Contamination fee as set forth in Exhibit 1. Contractor must continue 1329 providing the Recyclable Materials or Organic Waste Collection Services. 1330 Contractor must provide (or have provided) digital/photographic 1331 documentation to the Service Recipient that clearly documents the Service 623
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1332 Recipient’s on-going Contamination problems and written Notices of 1333 Contamination as described above. Contractor will be cooperative in 1334 helping Service Recipients understand why the charge was assessed and 1335 will be solution-oriented in regard to the specific issue. 1336 5.12.5.3 Second Contamination Fee Occurrence Outreach. For the 1337 second occurrence of a charge, Contractor shall call the Service Recipient 1338 to confirm the Service Recipient is aware of the Contamination issue and 1339 attempt to understand why the repeated Contamination is occurring (such 1340 as due to improper service subscription, not understanding the 1341 requirements, language barrier, etc.). Contractor shall make an in-person 1342 site visit available to the Service Recipient as appropriate. For Service 1343 Recipients receiving the low-income discount, Contractor shall make 1344 concerted efforts to support the Service Recipient in avoiding incurring 1345 continual fees for Contamination.
1346 5.12.5.4 Habitual Contamination. For the sixth or subsequent occurrence 1347 of Contamination within a six (6) month period for a particular Container, 1348 see Section 5.12.7.
1349 5.12.6 Overage Correction Procedures. Contractor shall provide Service 1350 Recipients with the correct combination of Collection Containers and Collection 1351 frequency that matches each Service Recipient’s unique service needs to enable 1352 clean, efficient, and cost-effective Collection of Garbage, Recyclable Materials, 1353 and Organic Waste. City and Contractor agree that overflow of Solid Waste that is 1354 not properly contained in the Service Recipient’s Collection Containers negatively 1355 impacts public health and safety. Contractor has also agreed to conduct Solid 1356 Waste audits and provide outreach and support to Service Recipient accounts to 1357 receive the correct service level. However, if Service Recipients are found to 1358 habitually overflow their Collection Containers (i.e., lid will not close, and/or 1359 material not contained within Container), Contractor may take the steps listed 1360 below to correct Service Recipient’s on-going overflow of Solid Waste. 1361 5.12.6.1 Not Operationally Serviceable. For each occurrence that 1362 Contractor cannot Collect the Solid Waste Overage because the Collection 1363 Container could not be serviced by normal operating procedures or would 1364 cause spillage upon servicing, Contractor must provide a Non-Collection 1365 Notice. Contractor’s Non-Collection Notice shall also contain instructions on 1366 (a) how to remove material to allow Solid Waste to be properly containerized 1367 for Collection, (b) how to schedule a Bulky Waste Collection, or (c) how to 1368 request an additional Collection Container to eliminate future Overages. For 1369 each occurrence Contractor does not Collect an Overage due to it being not 1370 operationally serviceable, Contractor will document the physical condition 624
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1371 of the Collection Container and associated Overage with one or more 1372 photographs and retain this documentation for the period of at least one 1373 year.
1374 5.12.6.2 Prior Arrangements for Collection. If the Service Recipient has 1375 made prior arrangements with Contractor for Collection of Solid Waste 1376 Overages, Contractor must Collect such Overages as arranged and may 1377 charge the Service Recipient the Solid Waste Overage fee (prior 1378 arrangement) set forth in Exhibit 1.
1379 5.12.6.3 No Prior Arrangements. If the Service Recipient has not made 1380 prior arrangements with Contractor for Collection of Solid Waste Overage, 1381 Contractor may take the following steps as outlined in this Section 5.12.6.3 1382 and in Section 5.12.7.
1383  Courtesy Noticing - Grace Period and First Occurrence After 1384 Grace Period. and First Occurrence in each Calendar Year. For 1) all 1385 instances of Overage during the grace period, per Section 5.12.2, 2) 1386 the first occurrence of an Overage for both the Recyclable Materials 1387 Container and the Organic Waste Container following the conclusion 1388 of the 6- or 9-month grace period, as applicable, and 3) the first 1389 occurrence of Overage n for both the Recyclable Materials Container 1390 and the Organic Waste Container in each given Calendar Year, (i) 1391 Contractor may Collect such Solid Waste Overage at no additional 1392 charge as a courtesy and must affix to the Container with an Overage 1393 a Corrective Action Notice to inform the Service Recipient of such 1394 Collection and applicable containerizing requirements to prevent 1395 future Overage charges, or (ii) Contractor may not Collect the Solid 1396 Waste Overage and leave a Non-Collection Notice explaining the 1397 reason for non-collection of the Solid Waste Overage. Further, 1398 Contractor must notify the Service Recipient by phone, U.S. mail, 1399 email, or in person that subsequent incidents of Overage, the 1400 Service Recipient may be charged an Overage fee for the overflow, 1401 and Contractor may increase the Collection Container size, or 1402 require an additional Collection Container.
1403 » This messaging shall be consistent with the status 1404 of the program, such that messaging during the
1405 grace period shall note that charges will not be
1406 applicable until the end of the grace period.
1407  Noticing with Fee - Second and Subsequent Occurrences. For 1408 the second qualifying occurrence of an Overage (following the 1409 conclusion of the grace period per Section 5.12.2) for a particular 625
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1410 Container (i.e., Recyclable Materials or Organic Waste) and for 1411 subsequent occurrences beyond the second occurrence of Overage 1412 for a particular Container (i.e., Recyclable Materials or Organic 1413 Waste) in each Calendar Year, (i) Contractor may not Collect the 1414 Solid Waste Overage and leave a Non-Collection Notice explaining 1415 the reason for non-collection of the Solid Waste Overage, or (ii) 1416 Contractor may Collect the Solid Waste Overage (up to two lifts) and 1417 charge the Service Recipient the Solid Waste Overage fee (no prior 1418 arrangement) set forth in Exhibit 1.
1419 5.12.7 Service Increase Due to Six or More Contamination or Overage events 1420 in a six (6) month period. If there have been six (6) or more instances of 1421 Contamination or Overage for a particular material stream (i.e., Garbage, 1422 Recyclable Materials, or Organic Waste) during a six (6) month period, Contractor 1423 may increase the Service Recipient’s service level (i.e., via a larger Container or 1424 more frequent service) for such material stream to mitigate the Contamination or 1425 Overage and may increase the charges to such Customer according to the 1426 increased service level pursuant to the Maximum Service Rates in Exhibit 1. 1427 Service Recipient may have the opportunity to return to their prior service level 1428 after a minimum of six (6) months, only if the Service Recipient can present 1429 sufficient evidence that waste generation has reduced and/or proper sorting 1430 behavior has improved. Service level increases related to ongoing instances of 1431 Contamination will only be considered (per Section 5.12.7.1) if there is evidence 1432 proving that a particular material stream is being Contaminated as a result of an 1433 inadequate service level associated with one of the Service Recipient’s material 1434 streams (e.g., Recyclable Materials Container is consistently filled with Garbage 1435 due to an inadequate volume or frequency of Garbage Collection Service). 1436 5.12.7.1 Prior to such increases in service level, Contractor will provide a 1437 list of such Service Recipients to the City, and the City may request (within 1438 7 days) Contractor to validate that the conditions for increasing service 1439 levels have been met. Contractor will also send written notice to the Service 1440 Recipient regarding service level increases under this Section. No 1441 increases in service level shall take effect without City approval of said 1442 increase as applicable to the specific Service Unit. 1443 5.12.7.2 Should a Commercial Service Recipient already be subscribed to 1444 the highest available service level, City and Contractor shall meet and 1445 confer to determine service approach. All increases of service level with a 1446 Commercial Service Recipient will involve a discussion between the Service 1447 Recipient and a Contractor representative to determine the appropriate 1448 service level increase (i.e., via a larger Container and/or more frequent 1449 service).
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1450 5.12.7.3 Should a Residential Service Recipient be subscribed to the 1451 maximum Cart volume, a second container of the smallest size shall be 1452 provided to increase the subscription volume.
1453 5.12.8 Disputes Over Container Contamination and/or Overage Charges. If a 1454 Service Recipient disputes a Solid Waste Contamination and/or Overage charge 1455 or Container size or Collection frequency change within 30 days of the disputed 1456 action, and such dispute is potentially legitimate and cannot be amenably resolved 1457 between the Service Recipients and the Contractor, Contractor must temporarily 1458 halt Solid Waste Overage charge and/or increased Maximum Service Rate 1459 resulting from increasing the Collection Container size or Collection frequency, and 1460 Contractor may request a ruling by the Agreement Administrator to resolve the 1461 dispute. During the pendency of any request, Contractor may restore Container 1462 size or number, or Collection frequency, to the prior levels. A request by Contractor 1463 to the Agreement Administrator to rule on any such dispute must be filed within ten 1464 (10) Business Days of Contractor’s halting of Solid Waste Overage charge, or 1465 increased subscription volume and associated Maximum Service Rate, and must 1466 include written documentation and digital/visual evidence of ongoing overall 1467 problems. The Agreement Administrator may request a meeting (in person or 1468 phone) with both the Service Recipient and Contractor to resolve the dispute. 1469 Following such a meeting, the Agreement Administrator will rule on the dispute 1470 within ten (10) Business Days, and the Agreement Administrator’s decision on 1471 resolving the dispute between Contractor and Service Recipient will be final. If the 1472 Agreement Administrator rules in favor of the Service Recipient, Contractor must 1473 credit the disputed charge or increased Maximum Service Rate. If the Agreement 1474 Administrator rules in favor of Contractor, Contractor may charge Service Recipient 1475 the prior halted Solid Waste Overage charge and/or increased Maximum Service 1476 Rate resulting from increasing the Collection Container size or Collection 1477 frequency and may follow the steps in Section 7.8 for collection of delinquent 1478 accounts.
1479 5.13 Ownership of Materials. Except as provided otherwise under Applicable Law, title 1480 of Solid Waste will pass to Contractor at such time as said materials are set out for 1481 Collection in Contractor’s Containers.
1482 5.14 Spillage and Litter. Contractor may not litter Premises in the process of providing 1483 Collection Services or while its vehicles are on the road. Contractor must transport all 1484 materials Collected under the terms of this Agreement in such a manner as to prevent the 1485 spilling or blowing of such materials from Contractor's vehicles. Contractor must exercise 1486 all reasonable care and diligence in providing Collection Services so as to prevent spilling 1487 or dropping of Solid Waste, and must immediately, at the time of occurrence, clean up 1488 such spilled or dropped Solid Waste.
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1489 5.14.1 Contractor is not responsible for cleaning up sanitary conditions caused 1490 by the carelessness of the Service Recipient; however, Contractor must clean up 1491 any material or residue that is spilled or scattered by Contractor or its employees, 1492 or from Overage.
1493 5.14.2 Equipment oil, hydraulic fluids, spilled paint, or any other liquid or debris 1494 resulting from Contractor’s operations or equipment repair must be covered 1495 immediately with an absorptive material and removed from the street surface and 1496 the City’s storm drain system. Contractor must document spillage and notify City’s 1497 stormwater compliance coordinator within ninety (90) minutes of any spills 1498 resulting from Contractor’s operations or equipment. When necessary, Contractor 1499 must apply a suitable cleaning agent and cleaning technique to the street surface 1500 to provide adequate cleaning as approved by the City’s stormwater compliance 1501 coordinator to be compliant with the City’s stormwater permit. 1502 5.14.3 The above paragraphs notwithstanding, Contractor must clean up any 1503 spillage or litter caused by Contractor within ninety (90) minutes upon notice from 1504 the City. If City deems necessary, Contractor must engage a third-party 1505 environmental clean-up specialist to remove any equipment oil, hydraulic fluids, or 1506 any other liquid or debris that remains on street after Contractor’s own clean-up 1507 efforts. If clean-up is not conducted to the satisfaction of City, City has the right to 1508 engage an environmental clean-up specialist to perform additional clean-up work 1509 at the expense of Contractor. In the event of Contractor’s spill or release of a 1510 Hazardous Substance, Contractor is responsible for promptly notifying any federal, 1511 State, County, or local governmental agency having jurisdiction over same as may 1512 be required under federal, State, County or local law or regulation. 1513 5.14.4 In the event where damage to City streets is caused by a hydraulic fluid 1514 spill (i.e., any physical damage more than a simple cosmetic stain caused by the 1515 spill), Contractor shall be responsible for all repairs to return the street to the same 1516 condition as that prior to the spill. Contractor shall be responsible for all clean-up 1517 activities related to the spill. Repairs and clean-up shall be performed in a manner 1518 satisfactory to the City and at no cost to the City. 1519 5.14.5 To facilitate immediate and effective spill containment and clean-up, 1520 Contractor shall ensure that all vehicles and equipment are equipped with a fully 1521 stocked spill kit at all times. Spill kits shall include absorbent materials adequate 1522 for the type and volume of substances stored, used, or transported; a broom; a 1523 shovel; hazardous-waste disposal bags, and appropriate storm drain inlet 1524 protection (such as absorbent socks, drain covers, or equivalent BMPs). 1525 Contractors must maintain these supplies in good condition and readily accessible 1526 to personnel to ensure rapid deployment.
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1527 5.15 Notification of Accidents. Contractor shall notify Agreement Administrator of any 1528 accidents occurring within the Service Area that involve Contractor’s vehicles, employees, 1529 or equipment that result in any personal injury or property damage. Such notification shall 1530 be made within twenty-four (24) hours of occurrence to Agreement Administrator via both 1531 (a) email and (b) either an in-person visit or a telephone call. If Contractor is unable to 1532 reach Agreement Administrator in person or via telephone, a voicemail is an acceptable 1533 alternative.
1534 5.16 Regulations and Record Keeping. Contractor must comply with emergency 1535 notification procedures required by Applicable Laws and regulatory requirements. All 1536 records required by regulations must be maintained at Contractor’s offices. These records 1537 must include but are not limited to waste manifests, waste inventories, waste 1538 characterization records, inspection records, incident reports, and training records. 1539 Additional recordkeeping requirements are detailed in Article 23. 1540 5.17 Response Times for City Requests. Upon receiving a data request or information 1541 request from City that is not covered by other timeline requirements articulated in this 1542 document, and provided that the request from City shall not take more than eight (8) hours 1543 of Contractor staff time to complete, Contractor shall compile the requested information 1544 and send back a complete response within five (5) Business Days of receipt of the 1545 request.
1546 Article 6. Collection Service Rates
1547 6.1 Collection Service Rates. Contractor is solely responsible for determining the rates 1548 it will charge for providing Solid Waste Collection, provided that Contractor shall not 1549 charge any Service Recipient an amount that exceeds the applicable Maximum Service 1550 Rate set forth in Exhibit 1, which may only be adjusted as provided in this Agreement. 1551 6.2 Low-Income Discount Offered at Contractor’s Good Will. In exchange for the good 1552 will of the City and the general public, Contractor voluntarily agrees to discount the rate it 1553 charges for Solid Waste Collection provided to eligible Service Recipients (the 1554 “Discount”). Contractor warrants that the Discount shall neither impact nor be included in 1555 the Maximum Service Rates, nor shall the Discount be otherwise paid for or subsidized 1556 by any other Service Recipients. Contractor shall make the Discount available to any 1557 person who demonstrates through appropriate documentation that they are: (i) a person 1558 of low, lower, or extremely low income as defined by the Municipal Code and State law, 1559 and enrolled in a discounted utility program; and (ii) the service account holder; and (iii) 1560 the head of household and occupant at the Service Unit address. Within thirty (30) days 1561 of the Commencement Date, Contractor shall provide educational materials describing 1562 and explaining the availability and how to qualify for and receive the Discount to all 1563 persons in the City currently subscribed to a discount rate program. Contractor shall 1564 thereafter advertise the availability of the Discounted services on its website throughout 629
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1565 the Term of this Agreement and at least once per year by direct notice to all SFD Service 1566 Recipients.
1567 6.3 Adjustments to Maximum Service Rates Using the Refuse Rate Index (RRI). 1568 Beginning on July 1, 2028, and annually thereafter, Contractor shall, subject to 1569 compliance with all provisions of this Section, receive an annual adjustment to the 1570 Maximum Service Rates as set forth in Exhibit 1 to this Agreement. In any year that the 1571 calculation of the RRI exceeds five percent (5.00%) or is negative (below 0.00%), these 1572 amounts shall be added to the rate adjustment percentage in the following year and 1573 carried over to each subsequent year, subject to the same floor and cap limitations and 1574 carryover.
1575 6.3.1 Twelve-Month Annual Average. The RRI adjustment shall be the sum of 1576 the weighted percentage changes for all RRI indices. The percentage change in 1577 each RRI index shall be calculated using the change in the 12-month annual 1578 average of RRI index values between the base year, which shall be the prior 1579 preceding 12-month period ending September 30, and the preceding 12-month 1580 period ending September 30, as contained in the most recent release of the source 1581 documents listed in Exhibit 2 of this Agreement. Therefore, the first RRI adjustment 1582 (effective July 1, 2028) will be based on the percentage changes between the 1583 average index values for the period of October 1, 2026, through September 30, 1584 2027 (the previous year), and the average index values for the period October 1, 1585 2025, through September 30, 2026 (the prior previous year). 1586 6.3.2 The weighted percentage change for each RRI index shall be calculated 1587 using the RRI methodology included in Exhibit 2.
1588 6.3.3 Rounding. Adjustments to the overall Maximum Service Rates shall be 1589 made only in units of one cent ($0.01). Fractions of less than one cent ($0.01) shall 1590 not be considered in making adjustments. All CPI indices shall be rounded at two 1591 (2) decimal places for the adjustment calculations. 1592 6.3.4 Maximum Service Rate Adjustment Report. On or before March 1 of 1593 each year of the Term, Contractor shall deliver to City a report on its proposed 1594 adjustment to the Maximum Service Rates for the subsequent Agreement Year 1595 (the “Adjustment Report”). The Adjustment Report shall be in a format as may be 1596 mutually agreed on between the City and Contractor and must contain or be 1597 accompanied by Contractor’s adjustment calculations for the specific services 1598 performed under this Agreement during the preceding Agreement Year in Microsoft 1599 Excel or another electronic format acceptable to the City. Contractor shall be solely 1600 responsible for the cost of preparing the Adjustment Report. 630
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1601 6.3.4.1 RRI Financial Information. As part of the Maximum Service Rate 1602 Adjustment Report, Contractor shall deliver to City financial information for 1603 the specific services performed under this Agreement for the preceding 1604 Agreement Year. Such financial information shall be in the format as set 1605 forth in Exhibit 2, or as may be further revised by the parties from time to 1606 time.
1607 6.3.4.2 Corrections. In the event the City determines the Adjustment 1608 Report contains substantial errors or omissions, Contractor shall, at its sole 1609 cost, provide a corrected report to the City. A corrected report submitted 1610 after March 1 shall be treated as a late report.
1611 6.3.4.3 Late Report. If Contractor fails to submit the Adjustment Report 1612 by March 1, the City may: (1) accept and consider the late Adjustment 1613 Report if the City, in its sole and reasonable discretion, deems there is 1614 sufficient time to review and approve the proposed adjustment in time for it 1615 to be implemented on July 1; or (2) accept and consider the late Adjustment 1616 Report at its earliest convenience, in which case any approved rate 1617 adjustment shall only go into effect prospectively thirty (30) days after the 1618 City’s approval. In no event shall Contractor apply any rate adjustment 1619 retroactively.
1620 6.3.4.4 No Report. If Contractor fails to provide any Adjustment Report, 1621 the Maximum Service Rate shall remain unchanged for the next Calendar 1622 Year.
1623 6.3.5 City Approval. If Contractor provides a timely Adjustment Report, and 1624 the calculations set-forth therein are performed in accordance with the 1625 methodology specified in this Section, subject to the maximum increase per 1626 Section 6.3, the Agreement Administrator shall notify Contractor on or before June 1627 1 that the City has approved the requested adjustments to the Maximum Service 1628 Rates for the next Rate Year. Approval by City Council shall be required for any 1629 requested rate adjustment of more than five percent (5%) in any one (1) Rate Year 1630 without limiting the provisions of Section 6.3, which shall only be permitted 1631 pursuant to Section 6.4 (Extraordinary Adjustments) below. The Agreement 1632 Administrator may approve all other requests or refer them to the City Council at 1633 his or her discretion. Should approval by City Council be required, City Council 1634 shall be given at least ninety (90) days for Council action in advance of effective 1635 date of requested rate adjustment.
1636 6.3.6 Contractor Payment for RRI Review. Contractor shall be responsible for 1637 paying the City’s cost of reviewing the annual RRI adjustment in the amount of 1638 Five Thousand ($5,000) per year. If the City determines that Contractor has made 631
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1639 substantial errors and has not properly submitted or correctly calculated the RRI 1640 adjustment, the City may add additional costs up to Five Thousand ($5,000) to 1641 conduct a second review and analysis. These payment amounts shall increase 1642 annually by CPI, following the percentage change methodology in Exhibit 2. 1643 6.4 Extraordinary Adjustments. Contractor and City acknowledge that there may be 1644 infrequent extraordinary events, including Change in Law, which, although they do not 1645 prevent either Party from performing, and thus do not implicate the force majeure 1646 provisions hereof, nevertheless increase the cost of providing services above the 1647 Maximum Service Rate Adjustment articulated in Section 6.3. The obligation of the parties 1648 in such event is to act reasonably and in Good Faith toward each other in arriving at an 1649 appropriate adjustment in Maximum Service Rates. Accordingly, at its option, Contractor 1650 may apply to the City not more frequently than once every Calendar Year, for an 1651 extraordinary rate adjustment should an event or circumstance arise which negatively 1652 impacts the economic operation of Contractor and which is in excess of the rate 1653 adjustment resulting from the application of Section 6.3. An extraordinary adjustment in 1654 rates will be deemed justified if it is necessary for the Contractor to make a substantial 1655 change in its operations, or substantial capital expenditure or investment to perform its 1656 obligations under this Agreement due to the occurrence of an event or circumstance 1657 which is beyond the reasonable control of Contractor. Extraordinary rate adjustments 1658 shall only be effective after approval by the City Council, which approval shall require 1659 compliance with all Applicable Law.
1660 6.4.1 Contractor’s Burden; Confidentiality. In the event of such an application 1661 for an extraordinary rate increase, it is understood that the Contractor shall have 1662 the burden of demonstrating to the reasonable satisfaction of the City the basis for 1663 the extraordinary increase cost. Contractor shall bear the burden of justifying its 1664 request and shall be solely responsible for the cost of preparing and submitting 1665 sufficient documentation in support of its request. City in its sole reasonable 1666 discretion may request Contractor to provide any additional information it deems 1667 necessary to fully evaluate the request, and Contractor shall be solely responsible 1668 for the cost of providing such additional information. Contractor shall allow City to 1669 review a report of its annual revenues and expenses for the services provided in 1670 the City. City shall have the right to review this information in connection with the 1671 City’s review of Contractor’s extraordinary rate adjustment request. With respect 1672 to any financial statements or any other information Contractor specifically 1673 designates as non-public information Contractor acknowledges the applicability of 1674 Section 24.2.1.
1675 6.4.2 Review Costs. At the time of its request, Contractor shall also submit a 1676 payment to the City of Twenty-Five Thousand Dollars ($25,000) to defray the 1677 City’s costs to review the request. In the event the City’s reasonable costs exceed 1678 that amount, Contractor shall reimburse the City for any documented amount in 632
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1679 excess. This payment amount shall increase annually by CPI, following the 1680 percentage change methodology in Exhibit 2.
1681 6.4.3 Meet and Confer. The City and Contractor agree to meet and confer 1682 regarding the request and to negotiate in Good Faith regarding the 1683 appropriateness of the requested adjustment.
1684 6.4.4 City Review; Approval. City shall review the Contractor’s request for an 1685 Extraordinary Adjustment and, in the reasonable exercise of its discretion, make a 1686 final determination as to whether an adjustment to the Maximum Service Rates will 1687 be made, and, if an adjustment is permitted, the appropriate amount of the 1688 adjustment. Approval of the City Council shall be required for any Extraordinary 1689 Adjustments. The City shall notify Contractor of its decision within ninety (90) 1690 calendar days regarding whether it accepts Contractor’s request. Except as 1691 provided herein, any such change approved by the City shall not be implemented 1692 until July 1 of the next Rate Year unless a different timeframe is approved by the 1693 City Council.
1694 6.5 Procedures in Event of Invalidation of Rate Adjustment. In the event that City is 1695 unable by operation of Applicable Law to approve or implement a rate increase under this 1696 Article 6, or some or all of the Maximum Service Rates are disallowed by operation of 1697 Applicable Law, Contractor will have the right, within thirty (30) days after notice of any 1698 such inability to approve or invalidation of an approved rate increase, to request, in writing, 1699 that City negotiate in Good Faith regarding reductions in programs, services, or fees to 1700 compensate for any negative impact from the unapproved or invalidated rate increase. If 1701 City fails to commence negotiations in Good Faith or negotiations are not completed 1702 within forty-five (45) days following the date of receipt of Contractor’s request, either Party 1703 may terminate this Agreement no earlier than one hundred and eighty (180) days after 1704 written notice to the other.
1705 Article 7. Collection Service Billing
1706 7.1 Responsibility for Collection Service Billing and Collection. Contractor shall be 1707 solely responsible for the billing and collecting of payments for the Solid Waste Collection 1708 Services it provides within the Service Area.
1709 7.2 Invoices. Contractor shall prepare and send out invoices, by either U.S. mail or 1710 email, to each Service Recipient in advance of all services provided by Contractor under 1711 this Agreement. Contractor shall include an online payment option for all Customers 1712 regardless of invoice format. If sent by mail, invoices for each billing period shall be placed 1713 in a separate envelope accompanied by a self-addressed return envelope. All invoices 1714 shall include Contractor’s email address, include directions for payment by check, credit 1715 card, or Automated Clearing House (ACH) debit, and shall include or be accompanied by 633
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1716 a complete billing statement showing all charges and all services provided. Contractor’s 1717 online billing portal shall include clear instructions for how to contact the Contractor if the 1718 Service Recipient has questions about an invoice. City shall have the right to direct 1719 Contractor to revise the format of all invoices and billing statements upon reasonable 1720 notice to Contractor.
1721 7.3 Timing; Frequency. Contractor shall not initiate billing to any Service Unit sooner 1722 than the first day of the service period of Collections Services covered by the invoice. 1723 Contractor shall invoice Service Recipients once every month for Commercial Service 1724 Units, MFD Service Units and SFD Service Units. SFD Service Units may opt to receive 1725 quarterly invoices rather than monthly invoices. No invoice shall be due and payable 1726 sooner than the last day of the respective month or Quarter for which Solid Waste 1727 Collection is provided.
1728 7.4 Partial Month Service and Changes in Service Level. If, during a month, (i) a 1729 Service Unit is added to or deleted from Contractor’s Service Area, or (ii) a Service 1730 Recipient increases or decreases their Collection Service in such a manner that increases 1731 or decreases their Service Rates, Contractor shall pro-rate billing to the Service Recipient 1732 on a weekly basis, meaning one-fourth of the applicable Maximum Service Rate found in 1733 Exhibit 1 multiplied by the number of weeks of service provided by Contractor. 1734 7.5 Overpayments. Contractor shall refund or issue a service credit for overpayments 1735 by Service Recipients no later than 30 days after Contractor discovers or is notified of the 1736 overpayment. Contractor shall refund every overpayment that: (1) exceeds two hundred 1737 dollars ($200) or the amount of Service Recipient’s typical invoice, whichever is less; or 1738 (2) is due to the Service Recipient closing the account prior to the end of the billing period. 1739 7.6 Delinquent Service Accounts. Contractor shall report all Service Recipients whose 1740 accounts are delinquent by more than ninety (90 days) to the Agreement Administrator 1741 on a monthly basis.
1742 7.7 Contractor’s Reservation of Legal Rights and Remedies. Notwithstanding any 1743 other provision of this Article, Contractor reserves its right to, and may take such action 1744 as is legally available to Contractor, collect or cause collection of past due invoice 1745 amounts; provided, however, that Contractor shall never discontinue Solid Waste 1746 Collection to any Service Unit. Contractor may send a written notice to Service Recipient 1747 regarding payments of Billings during the billed service period. 1748 7.8 Collection of Past Due Accounts.
1749 7.8.1 Contractor shall be responsible for collection of payment from 1750 Customers with past-due accounts (“bad debt”). Contractor shall make reasonable 1751 efforts to obtain payment from delinquent accounts through issuance of late 634
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1752 payment notices, making at least three (3) telephone requests for payments to 1753 Customer and property owner (if the owner is a different Person or entity than the 1754 Customer), offering a Customer payment plan, and reduction of service in 1755 accordance with the following.
1756 7.8.1.1 At its option, Contractor may charge Customers a late payment 1757 fee for accounts that are over sixty (60) days past due provided that 1758 Contractor provides each Customer thirty (30) days written notice of its 1759 intent to assess the late fee. The maximum late fee is subject to the City 1760 approval and reflected in Exhibit 1.
1761 7.8.1.2 At its option, for accounts that are over ninety (90) days past due, 1762 Contractor may (i) refer delinquent accounts to a licensed third-party 1763 collection agency that is approved by the City, and/or (ii) report delinquent 1764 accounts to recognized consumer credit reporting agencies, provided, in 1765 both cases, that Contractor provides each Customer thirty (30) days written 1766 notice of its intent of such reporting.
1767 7.8.1.3 If a Customer’s payment becomes more than one hundred twenty 1768 (120) days past due, Contractor may request approval from the City, which 1769 will not be unreasonably denied, to reduce service to that account until 1770 payment is received, providing written evidence for each account that the 1771 required collection steps have been taken. If the City approves such 1772 request, the Contractor shall provide the Customer and property owner (if 1773 the owner is different from the Customer) written notice of service reduction 1774 which includes a description of potential penalties from the City for 1775 nuisance, should it occur. All notifications and correspondence issued by 1776 Contractor shall be directed to the Customer and the owner of the property 1777 if the owner is a different Person or entity than the Customer. 1778 7.9 Billing Accounts After Missed Collections.
1779 7.9.1 In the event of a missed Collection, wherein Containers were properly 1780 set out in a timely manner and wherein the Contractor was unable resolve the 1781 complaint by the end of the following Workday, Contractor shall credit the account 1782 of the Customer that experienced the missed Collection by a prorated amount for 1783 that missed Service.
1784 7.9.2 In the event that a Customer was subject to a missed Collection wherein 1785 Containers were properly set out in a timely manner and wherein the Contractor 1786 was unable to return and Collect the Customer’s Solid Waste until the following 1787 regularly scheduled Collection day, or on other delayed Workday prior to regularly 1788 schedule Collection day as applicable, that Customer shall not be subject to any 635
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1789 Solid Waste Overage fees or otherwise be penalized or tracked for an instance of 1790 Overage.
1791 Article 8. Service Unit Types
1792 8.1 Service Units. Service Units include all the following categories of Premises which 1793 are in the Service Area as of July 1, 2027, and all such Premises which may be added to 1794 the Service Area by means of annexation, new construction, or as otherwise set forth in 1795 this Agreement during the Term of this Agreement:
1796 8.1.1 SFD Service Units. Services are specified in Article 9. 1797 8.1.2 MFD Service Units. Services are specified in Article 10. 1798 8.1.3 Commercial Service Units. Services are specified in Article 11. 1799 Commercial Service exclusivity extends only to Garbage Collection Services 1800 provided using Carts and Bins serviced with a front-loading, rear-loading or side1801 loading Collection Vehicle. 1802 8.1.4 City Service Units. Services are specified in Article 12. 1803 8.1.5 Temporary Bin and Roll-Off Container Service. Services are specified in 1804 Article 13. Temporary Bin and Roll-Off Container Service is non-exclusive. 1805 8.1.6 Any question as to whether a Premises falls within one of these 1806 categories will be determined by the Agreement Administrator at the 1807 Administrator’s sole discretion; and the determination of the Agreement 1808 Administrator will be final.
1809 8.2 Service Unit Changes. City and Contractor acknowledge that during the Term of 1810 this Agreement it may be necessary or desirable to add or delete Service Units for which 1811 Contractor will provide Service.
1812 8.2.1 Additions and Deletions. Contractor must provide services described in 1813 this Agreement to new Service Units in Contractor’s Service Area within five (5) 1814 Workdays of receipt of notice from City or the new Service Unit to begin such 1815 Service. Contractor must remove service from Service Unit within five (5) 1816 Workdays of receipt of notice from City or the new Service Unit to terminate such 1817 Service.
1818 8.3 Annexation. If, during Term of the Agreement, additional territory within or adjacent 1819 to the Contractor’s Service Area is acquired by City through annexation, subject to the 1820 requirements of Public Resources Code Section 49520, Contractor agrees to provide 636
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1821 Solid Waste Collection in such annexed area in accordance with the provisions and 1822 Maximum Service Rates set forth in this Agreement after termination of former 1823 contractor’s rights to provide service have been exhausted. Such Solid Waste Collection 1824 must begin within five (5) Workdays of receipt of written notice from City. Contractor may 1825 not begin Collection Service without written authorization from City. 1826 8.3.1 Route Map Update. Contractor must revise the Service Unit route maps 1827 to show the addition of Service Units added due to annexation and must provide 1828 such revised maps to the Agreement Administrator as requested. 1829 8.4 Shared Service. Provided that such action is not disallowed under City Municipal 1830 Code or Applicable Law, City businesses shall not be prohibited from sharing Containers 1831 with other businesses as a single Commercial Service Unit, or from coordinating to share 1832 a single Commercial Service Unit Collection account; and City residents shall not be 1833 prohibited from sharing Containers with other residents as a single SFD Service Unit, or 1834 from coordinating to share a single SFD Service Unit Collection account. 1835 Article 9. SFD Service
1836 9.1 SFD Conditions of Service. Unless expressly set forth elsewhere in this 1837 Agreement, Contractor must provide SFD Collection Services to all SFD Units in the 1838 Service Area. Contractor must provide SFD Solid Waste Collection Service to all SFD 1839 Service Units in the Service Area whose Solid Waste is properly containerized in Solid 1840 Waste Collection Carts, where the Solid Waste Collection Carts are accessible. The 1841 Maximum Service Rates for Contractor’s SFD Solid Waste Collection Services are set 1842 forth in Exhibit 1. In addition to the provisions generally applicable to this Agreement, the 1843 following terms apply specifically to SFD Collection Service:
1844 9.1.1 Provision of Service. Except for those Service Recipients that choose to 1845 receive Bins per Section 9.1.3, Contractor must provide SFD Collection Service to 1846 all SFD Service Units in the Service Area whose SFD Solid Waste is properly 1847 containerized in Garbage Carts; Recyclable Materials are properly containerized 1848 in Recyclable Materials Carts, except as set forth in Section 9.2.1; and Organic 1849 Waste Materials are properly containerized in Organic Waste Carts except as set 1850 forth in Section 9.3.2 and 9.3.4; and where the Garbage, Recyclable Materials, 1851 and Organic Waste Carts have been placed within three (3) feet of the curb, swale, 1852 paved surface of the public roadway, closest accessible roadway, or other such 1853 location agreed to by Contractor and Service Recipient that will provide safe and 1854 efficient accessibility to Contractor's Collection crew and vehicle. 1855 9.1.2 Bundled SFD Cart Service. Contractor will use a weekly Bundled SFD 1856 Solid Waste Collection Service system with one (1) 32-gallon Black or Grey 1857 Garbage Cart, one (1) 96-gallon Blue Recyclable Materials Cart, and one (1) 96- 637
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1858 gallon Green Organic Waste Cart as part of the base SFD Solid Waste Collection 1859 Service. Recyclable Materials Carts with a capacity of 32-gallons or 64-gallons and 1860 Organic Waste Carts with a capacity of 20-gallons, 32-gallons or 64-gallons may 1861 be requested in lieu of the 96-gallon included in the base service, but no associated 1862 reduced pricing will be made available in relation to such reduction in Recyclable 1863 Materials or Organic Waste volume. Pricing for upsizing Garbage Carts or adding 1864 additional Garbage, Recyclable Material, or Organic Waste Carts, relative to the 1865 base Bundled Service, is included in Exhibit 1.
1866 9.1.3 Bundled SFD Bin Service. In limited applications, such as rural SFD 1867 Service Units and SFD Service Units containing two (2) to four (4) Dwelling Units, 1868 Collection Service may be offered using Bins. For Bin Service, Contractor will use 1869 a weekly Bundled SFD Solid Waste Collection Service system with one (1) 1-cubic 1870 yard Black or Grey Garbage Bin, one (1) 96-gallon Blue Recyclable Materials Cart, 1871 and one (1) 96-gallon Green Organic Waste Cart as part of the base SFD Solid 1872 Waste Collection Service. Pricing for upsizing Garbage Bin capacity or adding 1873 additional Garbage, Recyclable Material, or Organic Waste Carts, relative to the 1874 base SFD Bundled Bin Service, is included in Exhibit 1. 1875 9.1.4 SFD Service Unit Designation. SFD Dwelling Units may be identified as 1876 one (1) SFD Service Unit containing up to four (4) Dwelling Units or up to four (4) 1877 separate SFD Service Units. For a Dwelling Unit to be identified as its own 1878 separate SFD Service Unit, the Dwelling Unit must (i) be separately addressed, 1879 and (ii) be set up as a separate billing account with the Contractor. A Dwelling Unit 1880 shall only be considered its own SFD Service Unit if Contractor can reasonably 1881 provide SFD Collection Service to the Dwelling Unit. Should Service Recipient and 1882 Contractor be unable to reach agreement regarding Service Unit designation, 1883 Contractor shall confer with Agreement Administrator to cooperatively arrive at a 1884 solution.
1885 9.1.5 Hours of Collection. SFD Collection Service must be provided, 1886 commencing no earlier than 6:00 a.m. and terminating no later than 6:00 p.m., 1887 Monday through Friday, except for Holidays in accordance with Section 5.3. The 1888 hours, day, or both of Collection may be extended due to extraordinary 1889 circumstances or conditions with the prior verbal or written consent of the 1890 Agreement Administrator.
1891 9.1.6 Frequency and Scheduling of Service. SFD Collection Service must be 1892 provided one (1) time per week, on a schedule matching the City’s current service 1893 schedule. SFD Collection Service must be scheduled so that all Service Units 1894 receive Garbage Collection Service, Recyclable Materials Collection Service, and 1895 Organic Waste Collection Service on the same Workday. 638
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1896 9.1.7 Manner of Collection. The Contractor must provide Collection Service 1897 with as little disturbance as possible; the Contractor must leave any Garbage, 1898 Recyclable Materials, or Organic Waste Cart in an upright position, with the lid 1899 closed, at the same point it was Collected, without obstructing alleys, roadways, 1900 driveways, sidewalks, or mailboxes. Contractor’s employees providing Collection 1901 Service must follow the regular walk for pedestrians while on private property and 1902 may not trespass nor cross to the adjoining Premises unless the occupant or owner 1903 of both properties has given permission. Care should be taken to prevent damage 1904 to property, including but not limited to flowers, shrubs, and other plantings. 1905 9.1.7.1 Any damage caused by Contractor to Service Recipient property, 1906 excluding normal wear and tear, shall be repaired or replaced promptly and 1907 reported to the City per the requirements of Section 5.15 and/or Section 1908 23.4.2.12, as applicable.
1909 9.1.8 On-Premises Service. Notwithstanding any term or definition set forth in 1910 this Agreement, Contractor must provide Collection of SFD Garbage, Recyclable 1911 Materials, and Organic Waste on the SFD Service Recipient’s Premises to an SFD 1912 Service Unit as follows.
1913 9.1.8.1 Physical Limitation Service - At no additional cost to the SFD 1914 Service Unit. SFD Service Units where all adult Service Recipients residing 1915 therein have disabilities that prevent them from setting their Garbage, 1916 Recyclable Materials, Organic Waste Cart, or Bulky Waste at the curb for 1917 Collection, and if a request for on-premises service has been made, shall 1918 receive on-premise Collection Service where all Garbage, Recyclable 1919 Materials, and Organic Waste Carts are Collected from a side-yard, 1920 backyard, or other off-street location agreed on between the Contractor and 1921 the Service Recipient. For SFD Clean Up Collection on-premises services, 1922 materials must be staged externally to the Dwelling Unit in a location that’s 1923 accessible and visible to Contractor, as close to the Service Unit’s standard 1924 curbside Collection location as is feasible for the Customer, and as agreed 1925 on between the Contractor and Service Recipient. Contractor may require 1926 proof of disability.
1927 9.1.8.2 City-Directed SFD On-Premise Collection Service –The City may 1928 determine that certain SFD Service Units are experiencing ongoing illegal 1929 dumping or other improper use by the public that are not within the control 1930 of the Service Recipient. Upon City direction, Contractor shall provide on1931 premises Collection Service at no additional charge for up to one hundred 1932 (100) SFD Service Units. Contractor shall make on-premise Collection 1933 Service available for all impacted Garbage, Recyclable Materials, and 1934 Organic Waste Carts at the Service Unit, to the extent each Cart has been 639
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1935 impacted by illegal dumping. Contractor shall meet with the Service 1936 Recipient to identify the most appropriate service location to address the 1937 illegal dumping issue while reducing operational impacts. Should the 1938 situation causing the illegal dumping resolve at a particular Service Unit, 1939 Contractor may work with City and Service Unit to discontinue the on1940 premises service. For SFD Clean Up Collection, materials must be staged 1941 at the standard curbside SFD Clean Up Collection location, though 1942 Contractor shall closely coordinate with the Service Unit to limit the amount 1943 of time the SFD Clean Up materials are set out at the curb. 1944 • Note: The one hundred (100) SFD Service Recipients shall signify a 1945 total of one hundred (100) at any one time, such that if a Service Unit 1946 drops out of the program, a replacement Service Unit can take its 1947 place. In the event the City has identified more than one hundred 1948 (100) SFD Service Units, at any one-time, needing such on-premise 1949 collection service, the City shall follow the procedures set forth in 1950 Section 28.1.
1951
1952 9.1.8.3 Subscription-based Service - At an additional cost to the SFD 1953 Service Unit. An SFD Service Recipient not eligible under Section 9.1.8.1 1954 may subscribe for On-Premises SFD Collection Service where Garbage, 1955 Recyclable Materials, and Organic Waste Carts are Collected from a side1956 yard, backyard, or other off-street location agreed on between the 1957 Contractor and the Service Recipient. Contractor may charge for On1958 Premises Collection on a subscription basis upon request for the Maximum 1959 Service Rates set forth in Exhibit 1. On-Premises Collection may be 1960 required where topography, steep driveways, below-grade dwellings, or 1961 limited access to public streets prevent the SFD Service Recipient from 1962 setting their Garbage, Recyclable Materials, or Organic Waste Cart at the 1963 curb for Collection.
1964 9.1.8.4 Contractor must provide on-premises Collection Service on the 1965 same Workday that curbside Collection would otherwise be provided to the 1966 SFD Service Unit.
1967 9.2 SFD Recyclable Materials Service. In addition to the provisions generally 1968 applicable to this Agreement, the following terms apply specifically to SFD Recyclable 1969 Materials Service:
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1970 9.2.1 Extra Cardboard. Corrugated cardboard that will not fit inside the 1971 Recyclable Materials Cart may be placed beside the Recyclable Materials Cart if 1972 flattened.
1973 9.2.2 Dry Cell Battery Collection. Contractor shall collect dry cell household 1974 batteries when set out by the Service Recipient in heavy duty plastic bags and 1975 placed on the Recyclable Materials Cart as part of SFD Recycling Collection 1976 Service. Service Recipients shall call or otherwise request the service from 1977 Contractor on specified Collection day. There shall be no limit to the number of 1978 available dry cell battery Collections per Service Recipient. Contractor shall make 1979 request process simple and straightforward through online or other simplified 1980 request mechanisms. Contractor shall schedule dry cell battery Collection on 1981 Collection driver’s route in such a fashion that makes driver aware of the presence 1982 of the bag of batteries in order to avoid accidental dumping of batteries into the 1983 Collection Vehicle body or into the gutter or street. Should a Service Recipient 1984 properly set out dry cell household batteries in a heavy duty plastic bag, placed on 1985 top of the Recyclable Materials Cart for Collection without first requesting such 1986 service from the Contractor, and the driver can visually identify such placement of 1987 otherwise compliant battery set-out, the driver shall Collect such batteries. Driver 1988 may provide a notice specifying requirement to call or otherwise request battery 1989 Collection service in the future. If Service Recipient improperly sets out batteries 1990 or sets out batteries that are not acceptable in the program, the driver shall leave 1991 batteries behind, safely placing such batteries on top of the Recyclable Materials 1992 Container after Collection of Recyclable Materials, and shall provide a Non1993 Collection Notice describing the reason for non-collection. 1994 9.3 SFD Organic Waste Collection Service. In addition to the provisions generally 1995 applicable to this Agreement, the following terms apply specifically to SFD Organic Waste 1996 Collection Service:
1997 9.3.1 Internal Food Waste Sorting Interventions. Per the Education and 1998 Outreach Plan, Contractor must make available, upon request, interventions that 1999 support proper sorting of Food Waste, including aids to support reduction in odor 2000 and pests. If such intervention includes kitchen pails, each new SFD Service 2001 Recipient shall be limited to receiving one (1) pail throughout the Term of the 2002 Agreement. Additionally, existing SFD Service Recipients shall be eligible to 2003 receive a kitchen pail upon request on a limited and discretionary basis. 2004 9.3.2 Holiday Tree Collection. Contractor must Collect unflocked, undecorated 2005 holiday trees, with stand removed, set out at the curb for Collection during the three-week period beginning December 26th 2006 each year during the Term of this 2007 Agreement. Holiday trees set out for Collection may either be containerized within 2008 an Organic Waste Cart or placed on the ground near the Service Unit’s Collection 641
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2009 Containers. Holiday trees may be no greater than seven (7) feet in length. 2010 Contractor must deliver the Collected Holiday Trees to the Organic Waste 2011 Processing Facility for Diversion through uses other than Alternative Daily Cover 2012 or Beneficial Use. This annual service will be provided at no additional charge to 2013 the Service Recipient and shall not be counted as one of the SFD Service 2014 Recipient’s free annual Clean Up Collection Service as set forth in Section 9.4. 2015 Contractor is not required to Collect holiday trees with tinsel, flocking, or 2016 ornaments. Contractor shall affix a Non-Collection Notice, documenting the date 2017 of non-collection and the reason for non-collection. 2018 9.3.3 Drop-off Holiday Tree Collection. At no additional cost to SFD Service 2019 Recipients, Contractor shall provide holiday tree drop-off service for the two weeks 2020 following December 26 each year, using Contractor-provided Debris Boxes placed 2021 at locations approved by the City.
2022 9.3.4 Bagged Leaf Waste. During the fall leaf season (November 1 through 2023 January 31), Contractor must accept for Collection up to five (5) 30-gallon bags of 2024 leaves from every SFD Service Recipient every week at no additional charge. Leaf 2025 waste must be placed in compostable paper bags or ASTM D6400-rated bags and 2026 set beside the Organics Waste Cart for Collection. Individual bags may not weigh 2027 more than fifty (50) pounds.
2028 9.4 SFD Clean Up Collection Service. In addition to the provisions generally applicable 2029 to this Agreement, the following terms apply specifically to SFD Clean Up Collection 2030 Service:
2031 9.4.1 Conditions of Service. Contractor must provide SFD Clean Up Collection 2032 Service, including the Collection of Bulky Items, E-Waste, and other materials 2033 detailed in this Section, to all SFD Service Units in the Service Area who have 2034 scheduled an appointment and whose materials have been placed within three (3) 2035 feet of the curb, swale, paved surface of the public roadway, closest accessible 2036 roadway, or other such location agreed to by Contractor and Service Recipient, 2037 that will provide safe and efficient accessibility to Contractor's Collection crew and 2038 vehicle. Up to one (1) time per Calendar Year, at no additional cost or expense, 2039 each Service Recipient is entitled to receive Clean Up Collection Service that 2040 includes the following materials:
2041 9.4.1.1 Three (3) Bulky Items; and
2042 9.4.1.2 Up to two (2) cubic yards total of the following Source Separated 2043 materials:
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2044  Individual donatable items (large flowerpots, suitcases, plastic 2045 chairs, etc.) with a maximum weight of fifty (50) pounds per item and 2046 no larger than 3 feet x 3 feet x 3 feet per item;
2047  35-gallon bags of clean and dry textiles with a maximum weight of 2048 fifty (50) pounds per bag;
2049  bundles or boxes of excess Recyclable Materials, with a maximum 2050 weight of fifty (50) pounds per bundle or box;
2051  bundles or boxes of Green Waste, with a maximum weight of fifty 2052 (50) pounds per bundle or box;
2053  35-gallon bags of Garbage, with a maximum weight of fifty (50) 2054 pounds per each bag; and/or
2055  E-waste items.
2056 For subsequent Clean Up Collections in any Calendar Year, and for materials in 2057 excess of (i) three Bulky Items and/or (ii) two (2) cubic yards, the Contractor shall 2058 receive compensation from the Customer at the Maximum Service Rate for such 2059 service as set in Exhibit 1.
2060 9.4.2 Proper Labeling and Containerizing. The Service Recipient may not 2061 intentionally commingle residential Bulky Waste with other Residential Waste. 2062 Contractor shall advise Service Recipients of requirements to label items, bags, 2063 boxes, and bundles with their material type (e.g., clothing, Recyclables, Green 2064 Waste, Garbage). Contractor reserves the right to not Collect materials that are 2065 not properly labeled. Contractor also reserves the right to not Collect materials that 2066 are not containerized or securely bundled with string or a similar material. 2067 9.4.3 Frequency of Service. Clean Up Collection Service will be provided 2068 within ten (10) Business Days of the request for Clean Up Collection Service made 2069 by the Service Recipient.
2070 9.4.4 Bulky Waste Containing Freon. In the event Contractor Collects Bulky 2071 Waste that contain Freon, Contractor must handle such Bulky Waste in a manner 2072 such that the Bulky Waste is not subject to regulation as Hazardous Waste under 2073 applicable State and federal laws or regulations.
2074 9.4.5 Reuse Protocol. Contractor shall make every effort to promote the reuse 2075 of materials Collected via Clean Up Collection Service by following the Reuse 2076 Protocol described here:
2077 9.4.5.1 Contractor shall offer Collected Bulky Items, individual items, 2078 textiles, and other reusable items to reuse organizations. 643
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2079 9.4.5.2 Contractor shall secure agreements with various reuse and textile 2080 recycling organizations to ensure this Reuse Protocol can be met. 2081 9.4.5.3 Contractor’s Customer Service shall provide clear instructions to 2082 Service Recipients regarding proper Source Separation, containerizing and 2083 labeling of eligible materials per Section 9.4.2.
2084 9.4.5.4 Items to be selected for reuse include household items and 2085 products in usable condition, as deemed by Contractor and/or reuse 2086 organization.
2087 9.4.5.5 All remaining Bulky Items, individual items, and other donation 2088 items that are not taken for reuse shall be assessed to determine whether 2089 they can be processed for Recycling or Composting, and, if Recyclable, 2090 shall be Recycled, and if compostable, delivered for Composting. 2091 9.4.6 Disposal of Bulky Waste. Contractor may not landfill such Bulky Waste 2092 unless the Bulky Waste cannot be reused or Recycled. 2093 9.5 On-Call Household Hazardous Waste (HHW). The Contractor shall provide on-call 2094 Collection of HHW in accordance with Exhibit 7. Each SFD Service Unit in the Service 2095 Area shall be entitled to receive on-call HHW Collection Service a maximum of one (1) 2096 time per Calendar Year at no additional cost. In accordance with the Maximum Service 2097 Rates set in Exhibit 1, Contractor shall be compensated for the cost of providing on-call 2098 HHW Collection Service in excess of one (1) time per year to any Service Unit. Initial On2099 Call HHW program costs are based upon assumptions approved by the City. Should On2100 Call HHW Program exceed four percent (4%) annualized participation, City and 2101 Contractor shall meet and confer regarding program scope and costs in accordance with 2102 Section 28.1.
2103 Article 10. MFD Collection Service
2104 10.1 MFD Conditions of Service. Unless expressly set forth elsewhere in this 2105 Agreement, Contractor must provide MFD Collection Services to all MFD Units in the 2106 Service Area. In addition to the provisions generally applicable to this Agreement, the 2107 following terms apply specifically to MFD Collection Service:
2108 10.1.1 Provision of Service. Contractor must provide MFD Collection Service to 2109 all MFD Service Units in the Service Area whose Garbage is properly containerized 2110 in Garbage Containers; Recyclable Materials are properly containerized in 2111 Recyclable Materials Containers; and Organic Waste is properly containerized in 2112 Organic Waste Containers.
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2113 10.1.2 Mandatory Service for MFD. MFD Garbage Collection Service shall be 2114 provided in Garbage Containers at the size and frequency as requested by the 2115 MFD Service Recipient. MFD Recyclable Materials Collection Service and Organic 2116 Waste Collection Service shall be provided, at minimum, in accordance with the 2117 Container volume equivalencies outlined in the below table. Garbage, Recyclable 2118 Materials, and Organic Waste Service shall be provided at the Maximum Service 2119 Rates included in Exhibit 1. Contractor must provide Recyclable Materials and 2120 Organic Waste Containers in all locations where Garbage Containers are available 2121 to Customers.

West Sacramento City CouncilAugust 19, 2026

West Sacramento City Council
August 19, 2026