7.02 RATES 64
7.03 ADJUSTMENTS TO SERVICE RATES 65
7.04 LIMITATIONS ON RATE ADJUSTMENTS 66
7.05 NOTICE OF RATE CHANGE 67
7.06 BILLING 68
Article 8. STANDARDS FOR SERVICES, EQUIPMENT, AND PERSONNEL ......................32 69
8.01 COLLECTION HOURS AND SCHEDULES 70
8.02 CHANGE IN OPERATION/ADMINISTRATION OR SCHEDULE 71
8.03 HOLIDAY COLLECTION SCHEDULE 72
8.04 COLLECTION STANDARDS 73
8.05 OVERAGE AND CONTAMINATION 74
8.06 LITTER ABATEMENT AND NOISE 75
8.07 INCOMPLETE ROUTES AND MISSED PICK UPS 76
8.08 VEHICLE REQUIREMENTS 77
8.09 PERSONNEL 78
8.10 EXCLUDED WASTE INSPECTION AND HANDLING 79
8.11 NON-DISCRIMINATION 80
8.12 COMMUNICATION AND COOPERATION WITH CITY 81
Article 9. CUSTOMER SERVICE PROGRAM AND COMPLAINT RESOLUTION ................41 82
9.01 CUSTOMER SERVICE HOURS 83
9.02 TELEPHONE 84
9.03 CUSTOMER SERVICE STAFFING 85
9.04 SERVICE COMPLAINTS AND DISPUTE RESOLUTION 86
9.05 CUSTOMER INFORMATION 87
Article 10. OWNERSHIP OF SOLID WASTE AND EQUIPMENT. ........................................43 88
10.01 TRANSFER OF OWNERSHIP 89
10.02 OWNERSHIP BY COMPANY 90
10.03 CART OWNERSHIP 91
10.03 CITY'S RIGHT TO PERFORM SERVICES AND POSSESS EQUIPMENT 92 Article 11. INDEMNIFICATION, INSURANCE AND PERFORMANCE BOND ......................45 93
11.01 GENERAL 94
11.02 INSURANCE 95
11.03 PERFORMANCE BOND 96
11.04 COMPLIANCE WITH ENVIRONMENTAL REGULATIONS 97
Article 12. TERMINATION AND OTHER REMEDIES ...........................................................48 98
12.01 TERMINATION 99
12.02 RIGHTS CUMULATIVE AND NOT EXCLUSIVE 100
12.03 OTHER GROUNDS FOR TERMINATION 101
Article 13. LIQUIDATED DAMAGES ....................................................................................49 102
13.01 INTENT 103
13.02 LIQUIDATED DAMAGES AND PENALTIES 104
13.03 PROCEDURE FOR REVIEW OF LIQUIDATED DAMAGES 105
13.04 RESOLUTION OF OTHER NON-COMPLIANT MATTERS 106
13.05 UNCONTROLLABLE CIRCUMSTANCES 107
Article 14. RECORDKEEPING AND REPORTING ...............................................................53 108
14.01 FINANCIAL AND OPERATIONAL RECORDS 109
14.02 OTHER RECORDS 110
14.03 CUSTOMER SERVICE RECORDS 111
14.04 CERCLA DEFENSE RECORDS 112
14.05 MANNER OF RECORD KEEPING 113
14.06 RETENTION OF RECORDS 114
14.07 RECORD SECURITY 115
14.08 GENERAL REPORTING REQUIREMENTS 116
14.09 MONTHLY REPORTS 117
14.10 QUARTERLY REPORTS 118
14.11 ANNUAL REPORTS 119
14.12 ADDITIONAL REPORTING 120
Article 15. PERFORMANCE REVIEWS ...............................................................................59 121
15.01 SELECTION AND COST 122
15.02 PURPOSE 123
15.03 COMPANY'S COOPERATION 124
15.04 OTHER INFORMATION 125
Article 16. GENERAL PROVISIONS ....................................................................................61 126
16.01 LABOR UNREST 127
16.02 ANNEXATION 128
16.03 INDEPENDENT CONTRACTOR 129
16.04 GOVERNING LAW AND VENUE 130
16.05 FEES AND GRATUITIES 131
16.06 AMENDMENT 132
16.07 ASSIGNMENT AND TRANSFERABILITY 133
16.08 SUBCONTRACTING 134
16.09 COMPLIANCE WITH APPLICABLE LAW 135
16.10 NOTICES 136
16.11 SAVINGS CLAUSE AND ENTIRETY 137
16.12 ATTORNEY FEES 138
16.13 ENTIRE AGREEMENT 139
16.14 CHANGES IN LAW 140
16.15 TRANSITION TO NEXT CONTRACTOR 141
16.16 CITY FREE TO NEGOTIATE WITH THIRD PARTIES 142
16.17 VENUE 143
EXHIBIT A SCOPE OF SERVICES ...................................................................................................... 65 144
1. Residential Premises ..................................................................................................................................... 65 145
2. Commercial Premises .................................................................................................................................... 68 146
3. Roll-Off Services ............................................................................................................................................ 68 147
4. Street Sweeping ............................................................................................................................................ 69 148
5. Containers ..................................................................................................................................................... 69 149
6. Construction and Demolition (C&D) Debris Collection ................................................................................... 69 150
7. Public Education and Outreach Campaign .................................................................................................... 70 151
8. City Collection Services ................................................................................................................................. 71 152
9. Recycling Coordinator.................................................................................................................................... 74 153
10. Provision of Emergency Services ................................................................................................................... 75 154
11. SB 1383 Regulations ...................................................................................................................................... 76 155 EXHIBIT B RATES ................................................................................................................................. 80 156 EXHIBIT C SMART TRUCK ROLLOUT AND PROGRAM ..................................................................... 81 157 EXHIBIT D RATE ADJUSTMENT EXAMPLE ........................................................................................ 85 158 EXHIBIT E CITY SERVICE LOCATIONS ............................................................................................... 97 159 EXHIBIT F RECYCLABLE MATERIALS ................................................................................................ 99 160 EXHIBIT G PARENT GUARANTY ......................................................................................................... 89 161 EXHIBIT H LIQUIDATED DAMAGES ................................................................................................... 100 162 EXHIBIT I STREET SWEEPING ............................................................................................................ 96 163
EXHIBIT J CONTINGENCY PLAN ....................................................................................................... 104 164 EXHIBIT K AT YOUR DOOR................................................................................................................ 106 165 166
THIS SOLID WASTE FRANCHISE AGREEMENT (this “Agreement”) is made and entered into this 167 ___ day of __________, 2025, between City of Woodland (“City”) and USA Waste of California, Inc., dba 168 Waste Management of Woodland (“Company”), with reference to the following recited facts (each a 169 “Recital”): 170
RECITALS 171
The Legislature of the State of California, by enactment of the California Integrated Waste 172 Management Act of 1989 (California Public Resources Code section 40000, et seq.) (“AB 939”), declares 173 that it is in the public interest to authorize and require local agencies to make adequate provisions for Solid 174 Waste Management Services within their jurisdictions to meet the goals and requirements of AB 939. 175 Pursuant to California Public Resources Code section 40059(a)(2) and Woodland Municipal Code 176 Section 13.08.030, the City Council has determined that the public health, safety, and welfare require that 177 Solid Waste collection and disposal, including, but not limited to, the frequency of collection, the means of 178 collection, and the transportation, scope, charges and fees, location, and extent of such services, be 179 provided by an exclusive contract with a qualified company. 180 City and Company previously entered into that certain Agreem ent Between the City of Woodland 181 and USA Waste of California, Inc. DBA Waste Management of Woodland dated July 1, 2011 which was 182 subsequently amended by the parties in that certain First Amendment on or about December 18, 2013 and 183 that certain Second Amendment on or about March 28, 2016 (collectively, the “Prior Franchise”). 184 City desires to continue to secure comprehensive recycling services for all Solid Waste Generators 185 within the City. 186
The City Council has determined that Company, by demonstrated experience, reputation, and 187 capacity, is qualified to exclusively provide for the collection of Solid Waste, Recyclables, and Organic 188 Waste within the corporate limits of the City and to transport such materials to places of disposal or 189 processing. 190
City desires that Company be engaged to perform such services on the terms and conditions set 191 forth in this Agreement. 192
City and Company are mindful of the provisions of the laws governing the safe collection, transport, 193 recycling, and disposal of Solid Waste, including AB 939, AB 341, the Resource Conservation and 194 Recovery Act (“RCRA”), SB 1383, and the Comprehensive Environmental Response, Compensation and 195 Liability Act (“CERCLA”). City and Company desire to leave no doubts as to their respective roles, and to 196 memorialize them by entering into this Agreement. City and Company understand and agree that it is 197 Company, and not City, who will arrange to collect and dispose of Solid Waste, that City has not, and, by 198 this Agreement does not, instruct Company on its collection and disposal methods, nor supervise the 199 collection and disposal process, nor do the Parties intend to place title to such Solid Waste in City, but 200 rather intend that whatever title, if any, in and to such Solid Waste that otherwise might exist in or with City 201 in the absence of this Agreement is hereby transferred to Company, and further that if Company gains title 202 to such Solid Waste it is by operation of law and agreement with its Customers and is not the result of this 203 Agreement. By entering this Agreement City and Company further desire to confirm that Company has 204
agreed to indemnify City in connection with any claims relating to the inadvertent or intentional collection, 205 transportation, and/or disposal of H azardous materials that may occur in connection with Company's 206 performance under this Agreement in accordance with the terms hereof , except regarding hazardous 207 materials collected or received from City facilities. 208 The State of California continues to increase regulatory requirements related to the processing and 209 disposal of Solid Waste, Recyclables, Food Waste and Green Waste. City and Company wish to replace 210 the Prior Franchise to reflect these new regulatory requirements and anticipated future requirements and 211 to incorporate current best practices. City and Company further wish to modify the Prior Franchise to make 212 corrections and clarifications to the Prior Franchise as set forth in this Agreement. These changes are 213 incorporated into this Agreement to supersede and replace the Prior Franchise. 214 The Parties desire to enter into this Agreement to set forth their rights and obligations related to 215 Solid Waste Services within City of Woodland. 216
NOW, THEREFORE, IN CONSIDERATION OF THE RESPECTIVE COVENANTS AND 217 PROMISES CONTAINED IN THIS AGREEMENT, AND FOR GOOD AND VALUABLE CONSIDERATION, 218 THE PARTIES AGREE AS FOLLOWS: 219
Article 1. DEFINITIONS. 220
For the purposes of this Agreement, the following words or phrases shall have the following 221 meanings. 222
1.01 AB 939. The California Integrated Waste Management Act of 1989 (Division 30 of 223 the California Public Resources Code), as amended, supplemented, superseded, and replaced from 224 time to time. 225
1.02 Affiliated Compan y. Any business which is directly or indirectly related to 226 Company by virtue of direct or indirect ownership interests or common management or a business 227 which is also owned, controlled, or managed by any business or individual which has a direct or indirect 228 ownership interest in Company. 229
1.03 Agreement. This Solid Waste Franchise Agreement. 230
1.04 Alley. A public or private way giving access to the rear of lots or buildings. 231
1.05 Applicable Law . All federal, state, county, and local laws, regulations, rules, 232 orders, judgments, decrees, permits, approvals, or other requirements of any governmental agency 233 having jurisdiction over an aspect of this Agreement that are in force on the Effective Date, and as 234 may be enacted, issued, or amended thereafter, including, without limitation, the City’s Municipal 235 Code, the California Integrated Waste Management Act of 1989 (Public Resources Code Section 236 40000 et seq.) as amended as of the Effective Date, inclusive (without exclusion to other amendments 237 not referenced here) of AB 939, AB 341, AB 1826, AB 1594, SB 1383, and inclusive of all regulations 238 implementing the same. It shall also include SB 54, the Plastic Pollution Prevention and Packaging 239 Producer Responsibility Act , and the California Air Resources Board Advanced Clean Fleets 240 regulations (2023). 241
1.06 Bins. Metal Containers for Organics, Solid Waste and/or Recyclables having a one 242 (1) to seven (7) cubic yard capacity that are designed or intended to be mechanically dumped into a 243 loader packer type garbage truck. 244
1.07 Biohazardous or Biomedical Wastes. Biohazardous or Biomedical Wastes 245 include, but are not limited to, wastes which may cause disease or reasonably be suspected of 246 harboring pathogenic organisms, including, but not limited to, waste resulting from the operation of 247 medical clinics, hospitals and other facilities producing wastes that may consists of, but are not limited 248 to, diseased human and animal parts, contaminated bandages, pathological specimens, Sharps, 249 contaminated clothing, and surgical gloves. Biohazardous or Biomedical Waste shall not include 250 Hazardous Waste or HHW. 251
1.08 Bulky Items. Large items of Solid Waste such as appliances, furniture, branches, 252 and other oversize wastes whose large size precludes or complicates their placement in Containers 253 or handling by normal Collection, Processing, or Disposal methods, but excluding Excluded Waste. 254 Bulky Items must be capable of being Collected manually by two people and transported without the 255 assistance of special loading equipment (such as forklifts or cranes) and without violating vehicle load 256 limits.;. 257
1.09 Business Days. Days during which City offices are open to do business with the 258 public: Monday through Friday excepting H olidays, or as otherwise posted on the City’s website 259 (https://www.cityofwoodland.gov/). 260
1.10 CalRecycle. The California Department of Resources Recycling and Recovery, or 261 its successor. 262
1.11 Carryover. Instance in which a scheduled route is not conducted to one- hundred 263 percent (100%) completion due to Company staffing, equipment, or other operational interruption and 264 portions of a route or routes are left to be Collected on the next Business Day . A Carryover is not an 265 instance of incidental missed Containers, but rather a portion of a route left without service on its 266 specified service day due to Company operations, and excludes situations beyond the Company’s 267 control, such as a blocked road. 268
1.12 Cart. An industry standard receptacle for Disposal of Solid Waste, Organic Waste, 269 and Recyclables, in a range of sizes, including approximately 35, 64, and 96- 101 gallons. A Cart has 270 wheels, a handle for ease of movement, and a tight-fitting, attached lid and is designed to be dumped 271 manually or mechanically into a collection vehicle. 272
1.13 CCR. California Code of Regulations. 273
1.14 Change in Law. Any of the following events or conditions which has an adverse 274 effect on the rights or obligations a Party under this Agreement: 275
1.14.1 The enactment, adoption, promulgation, issuance, modification, or written change 276 in administrative or judicial interpretation on or after the Effective Date of any Applicable Law; or 277
1.14.2 The order or judgment of any governmental body, on or after the Effective Date, to 278 the extent such order or judgment is not the result of willful or negligent action, error or omission or 279 lack of reasonable diligence of the City or of the Company, whichever is asserting the occurrence 280 of a Change in Law; provided, however, that the contesting in good faith or the failure in good faith 281 to contest any such order or judgment shall not constitute or be construed as such a willful or 282 negligent action, error or omission or lack of reasonable diligence. 283
1.15 City. The City of Woodland in the State of California. 284
1.16 City Council. The City Council of the City of Woodland, California. 285
1.17 City Manager . The City Manager of City or their designee. Unless otherwise 286 provided in this Agreement, the City Manager or their designee is the authorized agent of City for 287 enforcement of this Agreement. 288
1.18 Collect or Collection . The operation of taking physical possession of and/or 289 transporting by means of a motor vehicle or other means, any Organics, Solid Waste , or Recyclables 290 to a transfer, Disposal, or Processing Site, and subsequently disposed of or processed. 291
1.19 Commercial Premises (or Commercial) . All occupied real property in the 292 City except those exempted from the F ranchise by law , and except R esidential Premises which 293 receive Solid Waste collection services using Single Family Residential Solid Waste Containers, and 294 shall include without limitation, Multi-Family Residential Dwellings, wholesale or retail establishments, 295 restaurants, other food establishments, bars, stores, shops, offices, manufacturing, repair, research 296 and development, professional services, sports or recreational facilities, and construction and 297 demolition sites, factories, refineries, and other industrial facilities. 298
1.20 Compactor. A compacting unit that loads a detachable or non- detachable Bin or 299 Debris Box. The detachable or non- detachable Bin or Debris Box serves as a receptacle of Solid 300 Waste or Recyclables and has a capacity of one (1) cubic yard or larger. 301
1.21 Company. USA Waste of California, Inc., a Delaware corporation, doing business 302 as Waste Management of Woodland. 303
1.22 Complaint. Written or orally communicated statements made by members of the 304 public, Customers, Owners, or occupants of properties served by Company, or officers, employees, 305 or agents of City alleging non-performance or deficiencies in Company’s performance, or otherwise 306 alleging a violation by Company of the provisions of this Agreement. 307
1.23 Composting (or Compost). Includes a controlled biological decomposition of 308 organic materials yielding a safe and nuisance-free Compost Product. 309
1.24 Compost Product. The product resulting from the controlled biological 310 decomposition of organic materials that are source separated from the municipal solid waste stream, 311 or which are separated at a centralized facility. 312
1.25 Construction and Demolition Debris (C&D). Discarded materials removed from 313 Premises, resulting from construction, renovation, remodeling, repair, deconstruction, or demolition 314 operations on any pavement, house, commercial building, or other structure or from landscaping. Such 315 materials include, but are not limited to: “inert wastes” as defined in Public Resources Code Section 316 41821.3(a)(1) (rock, concrete, brick, sand, soil, ceramics and cured asphalt); gravel; plaster; gypsum 317 wallboard; aluminum; glass; plastic pipe; roofing material; carpeting; wood; masonry; trees; remnants 318 of new materials, including paper, plastic, carpet scraps, wood scraps, scrap metal, building materials, 319 and packaging; and rubble resulting from construction, remodeling, renovation, repair and demolition 320 operations on pavements, houses, commercial buildings, and other structures. 321
1.26 Container. Any vessel, tank, receptacle, Roll -off Box, Bin, Cart , Compactor, or 322 Debris Box used or intended to be used for the purpose of holding Organics, Solid Waste, or 323 Recyclables for storage or collection. Customers may not, itself or through a third party, mechanically 324 compact material in Company-provided Containers, other than with Company-provided Compactors. 325
1.27 Contamination. (a) Material placed in a Recyclables Container other than 326 Recyclables in quantities greater than 10%, as observed and documented by Company personnel, 327 and (b) Material placed in an Organics Container other than Organics in quantities greater than 3%, 328 as observed and documented by Company personnel, and (c) Excluded Waste in any quantity in any 329 Container. 330
1.28 Curb (or Curbside ). The location of a Collection Container of Organics, Solid 331 Waste, or Recyclables for pickup, where such Container is placed not more than five (5) feet from the 332 outside edge of the street or Alley nearest the property’s entrance. 333
1.29 Customer. An individual or entity that receives any Services provided by the 334 Company. Customer shall also mean the Person receiving Services to which billing statements are 335 sent. 336
1.30 Designated Waste. Non-Hazardous Waste which may pose special Disposal 337 problems because of its potential to contaminate the environment and which may be Disposed of only 338 in Class II Disposal Sites or Class III Disposal Sites pursuant to a variance issued by the California 339 Department of Health Services. Designated Waste consists of those substances classified as 340 Designated Waste by the State of California, in California Code of Regulations Title 23, Section 2522. 341
1.31 Designated Disposal Site. A Transfer Station or Landfill designated by the City 342 for delivery of Solid Waste collected by the Company under this Agreement. 343
1.32 Designated Processing Site. The plant(s) or site (s) used for the purpose of 344 sorting, cleansing, treating, or reconstituting Recyclable Materials, Organic Waste or C&D designated 345 by the City for delivery of Recycling, Organics or C&D collected by the Company under this Agreement. 346
1.33 Disposal. The final disposition of Solid Waste collected by the Company, whether 347 occurring at the Designated Disposal Site or after subsequent delivery to a different facility. 348
1.34 Edible Food. Edible Food has the same meaning as found in Section 13.72.010 349 of the Woodland Municipal Code. Edible Food means food intended for human consumption. For 350 purposes of this Agreement, Edible Food is not Solid Waste if it is recovered and not discarded. 351 Nothing in this Agreement requires or authorizes the recovery of food that does not meet the food 352 safety requirements of the California Retail Food Code. 353
1.35 Effective Date. September 1, 2025. 354
1.36 E-Waste. Discarded electronic equipment w aste containing or consisting of 355 electronic devices and components, such as computers, monitors, terminals, computer cards and 356 components, computer peripheral devices, main frame computers, keyboards, mice, printers and 357 scanners, mini -systems, power supply units, servers, connectors/cables, storage discs, consumer 358 electronics, printed circuit boards, televisions, chips and components, cellular and other phones, 359 telecommunications equipment, and fax machines and copiers, but not including Exempt Waste. 360
1.37 Excluded Waste. Hazardous Waste; Medical and Infectious Waste; volatile, 361 corrosive, Biomedical, infectious, B iohazardous, and toxic substances or material; waste that the 362 Company reasonably believes would, as a result of or upon D isposal, be a violation of local, state, or 363 federal law, regulation, or ordinance, including land use restrictions or conditions; waste that cannot 364 be disposed of in Class III landfills; waste that in Company’s reasonable opinion would present a 365 significant risk to human health or the environment, cause a nuisance, or otherwise create or expose 366 the Company or the City to potential liability; and Special Waste. Excluded Waste does not include de 367 minimis volumes or concentrations of waste of a type and amount normally found in residential Solid 368 Waste after implementation of programs for the safe collection, recycling, treatment, and D isposal of 369 Household Hazardous Wastes in compliance with Sections 41500 and 41802 of the California Public 370 Resources Code. 371
1.38 Food Waste. Those discarded materials that will readily decompose and/or putrefy 372 including: (i) all kitchen and table food waste; (ii) animal or vegetable waste that is generated during 373 or results from the storage, preparation, cooking or handling of food stuffs; (iii) fruit waste, grain waste, 374 dairy waste, meat, and fish waste; (iv) vegetable trimmings and other compostable organic waste. 375 Food Waste is a subset of Organics. Food Waste does not include Excluded Waste. 376
1.39 Franchise. The right of the Company to provide exclusive Solid Waste 377 Management Services within the City, granted by the City Council pursuant to this Agreement. 378
1.40 Franchise Fee. A payment that the Company has agreed to pay to City in 379 consideration of the rights received by Company under this Agreement. The amount of the Franchise 380 Fee represents the City’s costs associated with this Agreement and related solid waste services, 381 payment for use of government property and other valid bases. Because the Franchise Fee represents 382 a cost to Company in performing services pursuant to this Agreement, Company may, in its sole 383 discretion, include an amount equal to the Franchise Fee as an allowable pass -through cost in 384 Company’s compensation. 385
1.41 Generator. Any Person as defined by the Public Resources Code, whose act or 386 process produces Solid Waste, Recyclable Materials, or Organics as defined in the Public Resources 387 Code, or whose act first causes Solid Waste to become subject to regulation. 388
1.42 Green Waste. Leaves, grass, weeds, houseplant trimmings, palm fronds, cactus 389 and wood materials from trees and shrubs, and similar materials generated at any Premises that fit 390 within a Cart except for materials that are collected in street piles. Green Waste does not include tree 391 trunks or limbs more than six (6) inches diameter. Green Waste does not include Excluded Waste. 392
1.43 Gross Revenue. All monetary amounts actually received by Company for Solid 393 Waste Management Services pursuant to this Agreement, including the Franchise Fee and other fees 394 paid to the City and other federal, state and local agencies. The term Gross Revenue, for purposes of 395 this Agreement, shall not include revenues generated from the sale of Recyclables (including 396 CalRecycle rebates) and other rebates or grants from state and local government accounts. Unless 397 otherwise expressly excluded, Gross Revenue includes all monetary amounts actually received by 398 Company for providing the services authorized by this Agreement. 399
1.44 Hauler Route. The designated weekly itinerary or sequence of stops scheduled to 400 be performed by one collection vehicle providing regularly scheduled Solid Waste, Recyclable 401 Material, or Organic s collection services (not on call) within the Company’s collection service area 402 under the Agreement. 403
1.45 Hazardous Waste. Hazardous Waste shall have the meaning set forth in 404 California Code of Regulations, Title 14 §17225.32 and Health and Safety Code §25117, or successor 405 laws and regulations as may be amended from time to time. 406
1.46 Holiday . New Year’s Day, Independence Day, Labor Day, Thanksgiving Day, 407 Christmas Day and any other day designated as such in a contract between Company and the labor 408 union serving as the exclusive representative of Company’s employees, provided such holiday is 409 approved by the City Manager. Company customer service representatives will additionally have 410 Martin Luther King Day and Memorial Day as designated holidays. 411
1.47 Household Hazardous Waste (HHW). That waste resulting from products 412 purchased by the general public for household use which, because of its quantity, concentration, or 413 physical, chemical or infectious characteristics, may pose a substantial known or potential hazard to 414
human health or the environment when improperly treated, Disposed, or otherwise managed, or, in 415 combination with other Solid Waste, may be infectious, explosive, poisonous, caustic, or toxic, or 416 exhibit any of the characteristics of ignitability, corrosivity, reactivity, or toxicity as per California Code 417 of Regulations Title 22, Division 4.5, Chapter 11, Section 66261.3. 418
1.48 Inaccessible Area Any road or alley that does not allow safe access, turn-around, 419 or clearance for standard Collection vehicles. 420
1.49 Landfill. A Disposal facility that accepts Solid Waste for land disposal as defined 421 in Public Resources Code Section 40195.1. 422
1.50 Medical and Infectious Waste . Biomedical Waste generated at residences in 423 excess of legal limits or at hospitals, public or private medical clinics, dental offices, research 424 laboratories, pharmaceutical industries, blood banks, mortuaries, veterinary facilities, and other similar 425 establishments. 426
1.51 Mobile Home Park. A site at which mobile home spaces are rented for residential 427 use. Mobile Home Parks, at the Owner’s request, may be provided with Residential Service using 428 Carts or with Commercial Service using Bins, Debris Boxes or Compactors. 429
1.52 Monthly Remittance The monthly payment made to the City for the Franchise 430 Fee and any other payments due by the Company to the City as required by this Agreement. 431
1.53 Multi-Family Dwellings (MFDs). Any Residential Premises, other than a Single-432 Family Dwelling, with a structure or structures containing greater than four (4) dwelling units in any 433 vertical or horizontal arrangement on a single lot or building site. 434
1.54 Municipal Code. The Code of the City of Woodland, California (1988). 435
1.55 Organic Waste (Organics). Organic Waste has the same meaning as set forth 436 in Section 13.72.010 ( Definitions) the Woodland Municipal Code and means Food Waste, Green 437 Waste, Wood Waste and food-soiled paper waste that is mixed in with Food Waste. Plastic bags, 438 including compostable plastic bags, are not accepted in the City’s Organic Materials Collection 439 program unless otherwise determined mutually by City and Company. Paper products and printing 440 and writing paper, each as defined in SB 1383, may be placed in either the Recyclable Materials 441 Container or the Organic Waste Container. Carpet and textiles, as well as compostable plastic 442 materials, may not be placed in either the Recyclable Materials Container or the Organic Waste 443 Container. 444
1.56 Overage. Defined as (i ) Solid Waste, Recyclable Materials or Organic Waste 445 exceeding its Container’s intended capacity such that an individual lid is lifted by an average of at least 446 10 inches (or would be lifted by at least 10 inches if lowered) or (ii) Solid Waste, Recyclable Materials 447 or Organic Waste placed on top the Container. 448
1.57 Owner. The person, organization, or corporation holding legal title to the real 449 property constituting the premises to which any Service is provided, and the same as “consumer” as 450 set forth in Section 13.04.030 of the Woodland Municipal Code. For the purposes of provisions in this 451 Agreement pertaining to the sending of notices, billings, or other communications by the Company to 452 an Owner, the Company may regard as Owner the person, organization, corporation, or other entity 453 shown in the records of the assessor of Yolo County or as may be indicated by documents recorded 454 in the office of the recorder of Yolo County. 455
1.58 Parties. The City and Company, collectively. 456
1.59 Party. The City or Company, individually. 457
1.60 Person. Any individual, firm, association, co- partnership, political subdivision, 458 government agency, municipality, public or private corporation, or any other entity. 459
1.61 Premises. Any land or building in the City where discarded material is generated 460 or accumulated. 461
1.62 Private Drive. A privately owned or maintained way serving fewer than four 462 residences or serving fewer than one residence for every 100 yards of distance. 463
1.63 Private Road . A privately owned or maintained way that serves four or more 464 residences. 465
1.64 Processing. To prepare, treat, or convert through some special method. 466
1.65 Prohibited Container Contaminants: Contamination exists when : (A) Non -467 Organic Waste placed in a Collection Container designated for Organic Waste provided pursuant to 468 14 CCR Section 18984.1 or 18984.2; (B) Organic Wastes that are carpet, hazardous Wood Waste, or 469 non-compostable paper placed in the Collection Container that is part of an Organic Waste Collection 470 Service provided pursuant to 14 CCR Section 18984.1 or 18984.2; (C) Organic Wastes placed in a 471 Collection Container designated for Solid Waste, that pursuant to 14 CCR Section 18984.1 or 18984.2 472 were intended to be Collected separately in a Collection Container designated for Organic Waste or 473 Recyclable Materials; (D) Organic Wastes placed in the Collection Container designated for 474 Recyclable Materials shall be considered Prohibited Container Contaminants when those wastes were 475 specifically identified in this Agreement, or through local ordinance for Collection in the Container 476 designated for Organic Waste, or mutually agreed to and promulgated by the City and Company. 477 Paper products, printing and writing paper, wood, and dry lumber may be considered acceptable and 478 not considered Prohibited Container Contaminants if they are placed in Collection Container 479 designated for Recyclable Materials; (E) Non-Recyclable Materials placed in a Collection Container 480 designated for Recyclable Materials and (F) Excluded Waste placed in any Collection Container. 481
1.66 Public Education . Any and all efforts to enhance, increase or improve the 482 knowledge of customers of Company or City residents and businesses regarding Solid Waste, Recycling, 483 Organic Waste, source reduction or any other aspect of Solid Waste Management Services. 484
1.67 Public Litter Receptacles. The public containers located in the downtown area of 485 the City as specified in Exhibit E attached hereto, as well as all future additions specified by the City 486 and mutually agreed to by the Company. 487
1.68 Public Street. A public way used for public travel. 488
1.69 Public Resources Code. The California Public Resources Code. 489
1.70 Rate(s). The service charges and Special Charges for Collection services under 490 this Agreement, which are provided in Exhibit B that Company bills and collects from each Customer 491 receiving service under this Agreement. 492
1.71 Rate Period . A 12 -month period, commencing January 1 and concluding 493 December 31. 494
1.72 Recyclable Materials or Recyclables. Those materials that are separated from 495 Solid Waste prior to Disposal to be recycled, consistent with the requirements of the Act. Recyclable 496 Materials that can be placed in the Recyclable Materials Container are listed in Exhibit F, subject to 497 mutually agreed revision by the Parties. 498
1.73 Recycle or Recycling. The process of collecting, sorting, cleansing, treating, and 499 reconstituting Recyclables that would otherwise become refuse, and returning them to the economic 500 mainstream in the form of raw material for new, reused, or reconstituted products which meet the 501 quality standards necessary to be used in the marketplace. Recycling does not include transformation 502 as defined in Public Resources Code Section 40201. 503
1.74 Residential Premises (or Residential). Residential Premises means: (i) any 504 building or structure, or portion thereof, that is used for residential housing purposes and has four (4) 505 or fewer distinct living units; and (ii) any multiple- unit residential complex which, with the prior written 506 approval of the City Manager, receives Solid Waste Collection using standard residential Containers. 507
1.75 Roll-Off or Roll-Off Box. An open- top metal Container or debris box or closed 508 compactor box with a capacity of six (6) to forty (40) cubic yards that is serviced by a roll-off truck. 509
1.76 Route Review. A visual inspection of contents within Containers along a Hauler 510 Route for the purpose of identifying Prohibited Container Contaminants 511
1.77 SB 1383. Senate Bill 1383 (Chapter 395, Statues of 2016) and its implementing 512 regulations promulgated by CalRecycle. 513
1.78 SB 54 . State of California Senate Bill 54, Plastic Pollution Prevention and 514 Packaging Producer Responsibility Act, approved June 30, 2022, and the regulations implementing 515 the law, adding Chapter 3 within Part 3 of Division 30 of the California Public Resources Code. 516
1.79 Self-Haul. The act of a Customer collecting and legally disposing of Organics, 517 Solid Waste, or Recyclables generated in or on their Premises pursuant to Section 2.05.2. 518
1.80 Service Area. The jurisdictional boundary of the City, including all areas hereafter 519 annexed or otherwise added to the territorial limits of the City. 520
1.81 Sharps. Medical devices that have needles or other sharp implements as 521 component parts, including, but not limited to sharps and sharps used in animal or human patient care, 522 medical research, or clinical or pharmaceutical laboratories, hypodermic, intravenous syringes to 523 which a needle or other sharp is still attached, Pasteur pipettes, scalpel blades, blood vials, other types 524 of broken or unbroken glass (including slides and cover slips) that have been in contact with infectious 525 agents. “Sharps” shall not include those parts of syringes from which sharps are specifically designed 526 to be easily removed and from which sharps have actually been removed, and which are intended for 527 recycling or other Disposal, so long as such syringes have not come in contact with infectious agents. 528
1.82 Solid Waste . All putrescible and non- putrescible solid and semisolid wastes, 529 generated in or upon, related to the occupancy of, remaining in or emanating from residential premises 530 or Commercial Premises, including garbage, rubbish, trash, refuse, ashes, industrial wastes, demolition 531 and construction wastes, manure, vegetable or animal solid or semisolid wastes, and other solid and 532 semisolid wastes. This excludes source- separated Recyclables, source -separated Organics, liquid 533 wastes, abandoned vehicles, and Excluded, Hazardous, Biohazardous and Biomedical Wastes, or 534 Sharps. 535
1.83 Solid Waste Management Services (Services). All of the duties and obligations 536 of the Company hereunder as stated in this Agreement, including t he Collection, transportation, 537 storage, transfer, D isposal, or Processing of Organics, Solid Waste , Recyclables and C&D from 538 Residential Premises and Commercial Premises located in the City and Street Sweeping Services. 539
1.84 Special Charges. The specific service-related charges provided in Exhibit B, and 540 that Company shall bill Customers if appropriate. 541
1.85 Specialty Recyclable Material . Material not specified in the definition of 542 Recyclables under this Agreement that can be or will be Collected for purposes of Recycling by any 543 Person other than the Company, and for which the Generator receives a net payment. Such Specialty 544 Recyclable Material may include, but is not limited to, scrap metal not within the definition of 545 Recyclables, pallets, and plastic film. 546
1.86 Street Sweeping. The cleaning of curb or guttered City streets, including gutters 547 adjacent to landscaped medians or other medians , and parking lots and alleys as shown in Exhibit I, 548 using a mechanical regenerative air or other City-approved sweeper. 549
1.87 State. The State of California. 550
1.88 Term. T he time period or duration for which the Agreement is in effect , as 551 described in Article 4 of this Agreement. 552
1.89 Tier One Commercial Edible Food Generator . Tier One Commercial Edible 553 Food Generator, defined within SB 1383, means a commercial Edible Food generator that has an SB 554 1383 compliance deadl ine of January 1, 2022. Tier One Generators include supermarkets; grocery 555 stores with a total facility size equal to or greater than 10,000 square feet; food service providers that 556 serve institutional, governmental, commercial, or industrial locations; food distributors; and/or 557 wholesale food vendors. 558
1.90 Tier Two Commercial Edible Food Generator . Tier Two Commercial Edible 559 Food Generator, defined within SB 1383, means a commercial Edible Food generator that has an SB 560 1383 compliance deadline of January 1, 2024. Tier Two Generators include restaurants with 250 or 561 more seats or a total facility size equal to or greater than 5,000 square feet; hotels with an on-site food 562 facility and 200 or more rooms; health facilities with an on-site food facility and 100 or more beds; large 563 venues (permanent venue facilities that annually seat or serve an average of more than 2,000 564 individuals within the grounds of the facility per day of operation); large events (events that serve an 565 average of more than 2,000 individuals per day of operation of the event, at a location that includes, 566 but is not limited to, a public, nonprofit, or privately owned park, parking lot, golf course, street system, 567 or other open space when being used for an event); state agencies; and/or local education agencies. 568
1.91 Transfer Station. As defined in Public Resources Code Section 40200, this 569 means those facilities utilized to receive Solid Wastes, temporarily store, separate, convert, or 570 otherwise process the materials in the Solid Wastes, or to transfer the Solid Wastes directly from 571 smaller to larger vehicles for transport, and those facilities used for transformation. 572
1.92 Universal Waste. Any waste matter which the State of California classifies as 573 “Universal Waste,” including, but not limited to, items and materials listed in 22 CCR 66261.9, as it 574 may be amended, as well as the following: E -waste (as defined herein), batteries (other than 575 automobile batteries), thermostats, lamps with fluorescent tubes, high intensity discharge lamps, 576 sodium vapor lamps, and other lamps with hazardous waste characteristics, cathode ray tubes, 577 aerosol cans, mercury -containing items, prescription and non- prescription drugs, not including 578 controlled substances. 579
1.93 Violation Notice . A notice mailed or emailed to a customer who has had an 580 Overage or Contamination violation, that includes the following: Date of the offense; Description of the 581 offense; If available, a photograph or video (or link to photograph or video); A description of the 582 materials that are appropriate for collection in said Container and a link to view online with educational 583 materials; and a website to obtain additional information. 584
1.94 Wood Waste. Solid Waste consisting of stumps, large branches, tree trunks, and 585 wood pieces or particles that are generated from the manufacturing or production of wood products; 586 harvesting, processing, or storage of raw wood materials; or Construction and Demolition activities. 587 Article 2. GRANT OF FRANCHISE 588
2.01 Grant of Franchise. The City grants to Company during the Term the exclusive 589 right and Franchise to provide Solid Waste Management Services and Street Sweeping Services in 590 the City in accordance with the terms of this Agreement and Chapter 13.08 of the Municipal Code. 591
2.02 Exclusive. City agrees not to award any contract to, or enter into any contract 592 with any P erson other than the Company for the provision of Street Sweeping and residential, 593 commercial, or industrial Solid Waste Management Services including Collection of Solid Waste, 594 Recyclable Materials, Organic Waste and C&D generated in the City, except as described in Section 595
2.05, or except where otherwise precluded by Applicable Law or this Agreement. 596
2.03 Incorporation of Chapter 13.08 of the Woodland Municipal Code. Except as 597 modified by a more restrictive provision of this Agreement, the City’s grant of this exclusive Franchise 598 to Company pursuant to this Agreement incorporates all terms and conditions of Chapter 1313.08 of 599 the Municipal Code, as it currently exists or as may be amended from time to time. Company 600 acknowledges and agrees that the provisions of Chapter 1313.08 of the Woodland Municipal Code 601 establish the minimum standards to be observed by Company, and that those minimum standards 602 may be modified by any higher standards and stricter regulations set forth in this Agreement . 603
2.04 Mandatory Collection. The City hereby agrees and covenants to the Company 604 that it will at all times during the term of this Agreement require by ordinance or otherwise that all 605 Residential Premises, Multi-Family Dwellings, Mobile Home Parks and Commercial Premises within 606 the City which generate Solid Waste, Recyclables or Organics shall be required to have mandatory 607 service from Company pursuant to the exclusive F ranchise granted in this Agreement, with the 608 exception of those certain Customers exempted from Service requirements as provided in Section 609
2.05 and 2.06 and those Customers who comply with Section 13.08 of the Woodland Municipal Code. 610
2.05 Exempted Services. The following services are expressly excluded from this 611 Franchise: 612
2.05.1 Rental, lease, or sale of Compactors, provided that the Company shall have the 613 exclusive right to provide hauling services for Compactors unless used exclusively for the 614 collection of Self-Haul materials. 615
2.05.2 Self-Haul, including back -haul, of Solid Waste, Recyclables, Organic Waste, or 616 C&D Debris whereby materials are delivered by a Residential or Commercial Customer directly 617 to a permitted Disposal or Processing site, using the Customer’s own equipment . Customers 618 cannot subcontract any portion of the Self-Haul to any entity other than the Company. 619
2.06 Exclusions from the Franchise. The materials listed below in this Section may 620 be collected and transported by other Persons. Such Persons shall do so in accordance with the 621 Municipal Code. The Franchise granted by this Agreement does not include: 622
2.06.1 Material from Gardeners and other Household Services . Gardeners, tree 623 trimmers, roofers, carpenters, masons , or similar contract enterprises who haul or dispose of 624 grass clippings, prunings, wood or other materials collected in the course of their business using 625 their own equipment. This provision does not allow the hauling of materials by any business hired 626 solely for the purposes of hauling and/or removal of debris. 627
2.06.2 Sale or Donation of Recyclables or Organics. The sale or donation of Recyclable 628 Materials or Organic Waste by the P ersons generating such Recyclable Materials or Organic 629 Waste. Donation of Recyclable Materials or Organic Waste must be to Persons that are not in 630 the business of processing or disposing such materials. Sale of Recyclable Materials or Organic 631 Materials must result in a net payment to the Generator after consideration of collection, handling, 632 processing costs and other costs. 633
2.06.3 Commodities. Recyclable s, Organic s, C&D, and Specialty Recyclable Materials 634 which Owner or occupant: (i) separates from Solid Waste, (ii) places in a Container which is not 635 provided by Company , and (iii) sells, donates, or is otherwise compensated for by a collector 636 resulting in a net payment to the Generator after consideration of collection, handling, processing 637 costs and other costs. 638
2.06.4 Containers Recycled. Containers delivered for Recycling under the California 639 Beverage Container Recycling and Litter Reduction Act, Public Resources Code section 14500. 640
2.06.5 Onsite Composting. Organic Waste composted on a Residential Premise. 641
2.06.6 Animal and Grease Waste . Animal waste and remains from slaughterhouse or 642 butcher shops, or grease waste for use as tallow. 643
2.06.7 Sewage Treatment By -Product. By -products of sewage treatment including 644 sludge, sludge ash, grit, and screenings. 645
2.06.8 Hazardous Wastes. HHW, Hazardous Waste, and Designated Waste regardless 646 of its source with the exception of materials Company is required to Collect in accordance with 647 Exhibit A of this Agreement. 648
2.06.9 Public School Wastes. Materials generated by public schools located in the City.. 649
2.07 Responsibility to Enforce. It shall be the Company’s responsibility to enforce this 650 Franchise, except as to violations of the Municipal Code. Company may require Residential and 651 Commercial Premises utilizing one of the franchise exclusions above to provide Company with 652 information sufficient to verify compliance with the clai med exception. If other Persons are servicing 653
Collection Containers or are Collecting and transporting Solid Waste, Recyclable Materials, Organic 654 Waste, and/or C&D in a manner that is not consistent with the Municipal Code, Company shall report 655 the location and the name of the Person or company to the City along with Company’s evidence of 656 the violation of the exclusiveness of this Franchise. Company’s reporting is not in lieu of any other 657 rights it has, or may have, to enforce its legal rights. The City will provide reasonable support to 658 Company in these efforts, including enforcement of applicable Municipal Code provisions. 659
2.08 Selection of Disposal and Processing Sites. The City shall have the right to 660 approve the Designated Disposal Site for Solid Waste and the Designated Processing Sites for 661 Recyclables and Organics . Initially, the Designated Disposal Site is Yolo County Landfill for Solid 662 Waste. The Designated Processing Site for Organics shall be Northern Recycling’s compost facility at 663 the Yolo County Landfill, the Designated Processing Facility for Recyclables is the Sacramento 664 Recycling and Transfer Station operated by Company and the Designated C&D Debris Processing 665 Facility is the Yolo County Landfill . The City may change the Designated Disposal Site, and 666 Designated Processing Sites at any time, with ninety (90) days’ written notice to the Company. Should 667 the change in site increase the Company’s cost of Transport, Processing, and/or Disposal, the 668 Company’s Rates shall be adjusted as described in Section 7.03. 669
2.09 City’s Ability to Seek Prior Agreement Applicable Liquidate Damages . 670 Nothing in this Agreement shall limit the City’s right or ability to seek liquidated damages from the 671 Company for its performance under the City’s prior franchise agreement provided that any claim for 672 any such liquidated damages is made in writing by the City to the Company no more than ninety (90) 673 days after the City receives the Company’s final monthly, quarterly and/or annual report and 674 supporting documentation. Any such potential liquidated damages shall be limited to the Company’s 675 performance from January 1, 2024 through the Effective Date of this Agreement. 676 Article 3. FRANCHISE FEE AND OTHER CONSIDERATIONS 677
3.01 General. Company shall remit the fees described in Sections 3. 02-3.04 of this 678 Article to City on a monthly basis as described in Section 3.06 or as otherwise specified by fee type. 679 Company may be required to separately identify each fee and other specific costs on bills as 680 determined and directed by City. Company shall pay the City fees described in this Article for revenues 681 collected from all Customers. 682
3.02 Franchise Fee . Company shall pay the City a Franchise Fee in the amount of 683 $3,100,000 per year, paid in monthly installments, , escalated annual ly by the CPI Adjustment in 684 accordance with Section 7.03. 685
3.03 AB 939 Fee. The Company will pay the City on a monthly basis $0.70 per 686 Residential Customer and $0.25 per cubic yard of Solid Waste subscribed to Commercial Customers 687 to cover costs of compliance with AB 939. 688
3.04 Other Fees and Considerations. The City may set or adjust “other” fees, such as 689 a vehicle impact fee, as it deems necessary. The amount, time, and method of payment and 690 adjustment process will be set in a manner similar to that for other fees described in this Article, and 691 any adjustments or increases shall be an allowable pass -through cost for which Company’s 692 compensation shall be adjusted in accordance with Section 7.03. In addition and in consideration of 693 City entering into this Agreement, Company shall pay City $130,000 within 60 days of the execution 694 of this Agreement by both Parties. These funds are being provided in lieu of Company funding future 695 performance reviews and may be used by the City at its discretion. 696
3.05 Adjustment to Fees. City shall adjust the fees established in this Article annually 697 as required during the Term of this Agreement and as otherwise required by Applicable Law . Any 698 increase to fees shall be an allowable pass-through cost for which Company’s compensation shall be 699 adjusted in accordance with Section 7.03. Any reduction to fees shall result in a corresponding 700 reduction in Customer Rates. 701
3.06 Payment Schedule and Late Fees. The Company shall prepare and provide to 702 the City a monthly statement and a Monthly Remittance by the 30th day of the following month. The 703 Company shall remit the Franchise Fee and other Fees in this Section as part of the Monthly 704 Remittance. If the Company fails to pay the entire amount of compensation due the City through error 705 or otherwise, the difference due the City shall be paid by the Company within thirty (30) days from 706 discovery of the error or determination of the correct amount. In addition, the Company shall pay 707 interest on any underpayment at the rate of ten percent (10%) per annum. Any overpayment to the 708 City through error or otherwise shall be offset against the next payment due from the Company without 709 interest. Acceptance by the City of any payment due under this Section shall not be deemed to be a 710 waiver by the City of any breach of this Agreement, nor shall the acceptance by the City of any such 711 payments preclude the City from later establishing that a larger amount was actually due, or from 712 collecting any balance due to the City. In case of dispute between the City and the Company regarding 713 any amounts due, the Company shall pay the undisputed portion of the amount claimed by the City 714 as due and notify the City in writing at the time of payment as to any payment that is paid under protest, 715 specifying the basis of its claim of overpayment. 716
3.06.1 Each Monthly Remittance to the City shall be accompanied by a statement 717 itemizing each fee paid; and detailing calculation of all fees. 718
3.07 Public Education Budget. Company shall provide City with Forty Thousand 719 Dollars ($40,000) per calendar year, increased annually by the CPI Adjustment ( Section 7.03.1), for 720 producing Public Education materials as approved by the City. At the direction of the City, any 721 unexpended amounts from a given year shall accumulate for City’s future P ublic Education use. 722 Company shall inform City of funds expended on Public Education by quarter. For calendar year 2025 723 the budget will be prorated. 724
3.08 Audits. The relevant books and records of the Company shall be subject to audit 725 and inspection for the purpose of reviewing billing operations, accounts receivable and customer 726
service, by either Party, its auditors or other agents, at any reasonable time upon reasonable notice. 727 Such audit or inspection shall take place at a City facility, if reasonably practicable, or at a Company 728 facility in Yolo County. The City shall initially bear the cost of such audit. If such audit discloses a 729 material breach of this Agreement or an underpayment of the Franchise Fee or other sums due under 730 this Agreement in excess of five percent (5%) of the amount which should have been paid, the 731 Company shall promptly tender to the City the amount of such underpayment, together with interest 732 at the rate of ten percent (10%) computed from the date of underpayment, and shall further reimburse 733 the City for the entirety of its audit costs, including, without limitation, auditor’s costs and expenses, 734 internal costs and expenses, and legal and other third party expenses. If such audit discloses an 735 underpayment of less than five percent (5%), the Company shall promptly repay such underpayment, 736 together with interest at the rate of ten percent (10%) computed from the date of underpayment, and 737 the City shall bear the costs of the audit. If such audit discloses an overpayment, the City shall promptly 738 repay such underpayment and the City shall bear the costs of the audit. 739
3.09 Growth in Accounts . The Company shall provide service to all existing or new 740 Customers within the City limits requiring or requesting Service during the term of Agreement, unless 741 Service is requested for an Inaccessible Area. 742
Article 4. TERM OF AGREEMENT 743
4.01 Initial Term . The Term of this Agreement will be for a ten (10) year period 744 beginning September 1, 2025, and terminating on August 31, 2035. 745
4.02 Extension. At the Contractor’s option, this Agreement shall be renewed upon all 746 the same terms and conditions for an additional five (5) year term commencing at the expiration of the 747 initial Term. Company shall provide written notice to the City not later than eighteen (18) months in 748 advance of the expiration of the then- current term of this Agreement of its election to extend the 749 Agreement for a five-year term. 750
4.03 Prior Agreements/Covenants. This Agreement incorporates and includes all 751 prior negotiations, correspondence, conversations, agreements, and understandings applicable to the 752 matters contained in this Agreement, and the parties agree that there are no commitments, 753 agreements, or understandings concerning the subject matter of this Agreement that are not contained 754 in this document. Accordingly, it is agreed that no deviation from the terms of this Agreement will be 755 predicated upon any prior representations or agreements, whether oral or written. 756
4.04 Conditions to Effectiveness of Agreement. The obligation of City to permit this 757 Agreement to become effective and to perform its undertakings provided for in this Agreement is 758 subject to the satisfaction of all the conditions below, each of which may be waived, in written form, in 759 whole or in part by City. 760
4.04.1 Accuracy of Representations. The representations and warranties made in Article 761 5 of this Agreement are true and correct on and as of the Effective Date. 762
4.04.2 Absence of Litigation. There is no litigation pending on the Effective Date in any 763 court challenging the award or execution of this Agreement or seeking to restrain or enjoin its 764 performance. 765
4.04.3 Furnishings of Insurance, Parent Guaranty, and Performance Bond. Company has 766 furnished evidence of the insurance, parent guaranty in a form as set forth in Exhibit G, and 767 performance bond required by Section 11.03 of this Agreement that is satisfactory to the City. 768
4.04.4 Effectiveness of City Council Action. The City Council shall have taken action 769 approving this Agreement and all Parties shall have signed the Agreement pursuant to Applicable 770 Law prior to or on the Effective Date, provided that no restraining order of any kind has been 771 issued. 772
Article 5. COMPANY RESPONSIBILITY 773
5.01 Agreement to Perform . Company agrees to perform all of its obligations under 774 this Agreement for the Term. Company shall furnish all of the labor and equipment necessary for the 775 collection, processing and Disposal of all Solid Waste subject to the terms and conditions of this 776 Agreement and in compliance with all Applicable Laws. 777
5.02 Company’s Representations and Warranties. Company represents and 778 warrants to the City that it has all applicable local, regional, state, and federal permits and licenses to 779 perform the services under this Agreement, including, but not limited to, local land use approvals, 780 County of Yolo collector permits, truck operating permits and a City of Woodland business license. 781 Company further represents and warrants to the City that it has the professional and technical 782 personnel required to perform the services in conformance with this Agreement and the Applicable 783 Laws, and that it shall perform the services under this Agreement in a skillful and competent manner, 784 consistent with the standards generally recognized as being employed by professionals in the same 785 discipline in the State of California. There is no action, suit, proceeding or investigation, at law or in 786 equity, before or by any court or governmental authority, commission, board, agency or instrumentality 787 pending or, to the best of Company’s knowledge, threatened, against Company wherein an 788 unfavorable decision, ruling or finding, in any single case or in the aggregate, would materially 789 adversely affect the performance by Company of Company’s obligations hereunder or in connection 790 with the transactions contemplated hereby, or which, in any way, would adversely affect the validity 791 of, or the ability to enforce this Agreement or any other agreement or instrument entered into by 792 Company in connection with the transactions contemplated hereby. The Company shall hold or 793 possess a right to use all proprietary property including patents, rights to patents, trademarks, 794 copyrights, and licenses, as the case may be of any equipment or software necessary for the 795 performance by the Company of its obligations and the transactions contemplated by this Agreement. 796 Company represents that it does not know any material conflict with the rights of other parties 797 regarding proprietary property. 798
5.03 Corporate Status . Company is a Delaware corporation duly organized, validly 799 existing and in good standing under the laws of the State. It is qualified to transact business in the 800 State and has the power to own its properties and to carry on its business as now owned and operated 801 and as required by this Agreement. 802
5.04 Corporate Authorization. Company has the authority to enter this Agreement and 803 perform its obligations under this Agreement. The Board of Directors of Company (or the shareholders, 804 if necessary) has taken all actions required by law, its articles of incorporation, its bylaws, or otherwise, 805 to authorize the execution of this Agreement. T he Person signing this Agreement on behalf of 806 Company represents and warrants that they have authority to do so. This Agreement constitutes the 807 legal, valid, and binding obligation of the Company. 808
5.05 Agreement Will Not Cause Breach . To the best of Company’s knowledge after 809 reasonable investigation, the execution or delivery of this Agreement or the performance by Company 810 of its obligations hereunder does not conflict with, violate, or result in a breach: (i) of any law or 811 governmental regulation applicable to Company ; or (ii) any term or condition of any judgment, order, 812 or decree of any court, administrative agency, or other governmental authority, or any Agreement or 813 instrument to which Company is a party or by which Company or any of its properties or assets are 814 bound, or constitutes a default thereunder. 815
5.06 No Litigation . To the best of Company’s knowledge after reasonable 816 investigation, there is no action, suit, proceeding, or investigation, at law or in equity, before or by any 817 court or governmental authority, commission, board, agency, or instrumentality decided, pending, or 818 threatened against Company wherein an unfavorable decision, ruling, or finding, in any single case or 819 in the aggregate, would: 820
5.06.1 Materially adversely affect the performance by Company of its obligations 821 hereunder; 822
5.06.2 Adversely affect the validity or enforceability of this Agreement; or 823
5.06.3 Have a material adverse effect on the financial condition of Company, or any surety 824 or entity guaranteeing Company's performance under this Agreement. 825
5.07 No Adverse Judicial Decisions. To the best of Company's knowledge after 826 reasonable investigation, there is no judicial decision that would prohibit this Agreement or subject this 827 Agreement to legal challenge. 828
5.08 No Legal Prohibition . To the best of Company 's knowledge after reasonable 829 investigation, there is no Applicable Law in effect on the date Company signed this Agreement that 830 would prohibit the Company ’s performance of its obligations under this Agreement and the 831 transactions contemplated hereby. 832
5.09 Company’s Investigation . Company has made an independent investigation 833 (satisfactory to it) of the conditions and circumstances surrounding the Agreement and the work to be 834 performed hereunder. Company has taken such matters into consideration in entering this Agreement 835 to provide services in exchange for the compensation provided for under the terms of this Agreement. 836
5.10 Voluntary Use of Approved Facilities. The Company, without constraint and as 837 a free-market business decision in accepting this Agreement, agrees to use Designated Disposal Site 838 for all of the Solid Waste Collected and the Designated Processing Sites for all Recyclables, Organics 839 and C&D Collected. Such decision by Company in no way constitutes a restraint of trade 840 notwithstanding any Change in Law regarding flow control limitations or any definition thereof . 841 Company shall have an affirmative duty to select for Disposal of City’s Solid Waste only those landfill 842 facilities which comply with state and federal law. 843
5.11 Community Partnership Payment. In consideration of the extension option 844 provided to Contractor in Section 4.02, Contractor shall pay the City the sum of Two Million Dollars 845 ($2,000,000) within thirty (30) days of the execution of this Agreement. Such payment is intended to 846 benefit the community and may be used at City’s sole discretion for all purposes as permitted by law. 847 This payment shall not be included in the Rates and is voluntarily paid by Contractor to benefit the 848 community. The City shall immediately return the $2,000,000 if this Agreement does not become 849 effective on September 1, 2025 pursuant to Sections 4.04.2, 4.04.4 or 5.11. The City shall immediately 850 return the $2,000,000 if so required by a federal or state court order. The City may return the 851 $2,000,000 if it is sued within four (4) years from the date on which the City receives the $2,000,000 852 payment by a plaintiff alleging the $2,000,000 payment is not legally permissible. If the City returns 853 the $2,000,000 payment pursuant to any of the preceding three sentences, then Contractor shall no 854 longer have the right to extend the Agreement pursuant to Section 4.02. 855 856
Article 6. SCOPE OF SERVICES AND CHANGES SCOPE 857
6.01 Services. Company undertakes, and agrees, in accordance with the terms and 858 conditions of this Agreement, to provide comprehensive Solid Waste Management Services, as set 859 forth in Exhibit A to this Agreement, which is incorporated into this Agreement by this reference. 860
6.02 Performance. Company undertakes and agrees to perform the obligations of this 861 Agreement in a prompt, thorough, lawful, professional, and sanitary manner and in accordance with 862 the Applicable Laws. 863
6.03 City Regulations . Company’s Solid Waste Management Services described in 864 this Agreement and in Exhibit A to this Agreement shall be performed in accordance with the 865 specifications contained within the Municipal Code as they now exist or may from time to time be 866 amended. City shall have the authority to issue regulations, orders, directions , and instructions to 867 Company from time to time regarding the collection, transportation, removal, Disposal and processing 868 of Organics, Solid Waste and Recyclables, Street Sweeping, the performance of Company’s services 869
hereunder, and Company’s compliance with the Municipal Code. Company agrees to comply 870 therewith. Unless otherwise noted in this Agreement, or if changed by the City Council or City Manager 871 or their designee Company shall be responsible for implementing all City actions necessary under this 872 Agreement, including direction of Company . Company shall be entitled to rate adjustments pursuant 873 to Section 7.03Error! Reference source not found. in the event City exercises any of its rights 874 described in this Section and Section 6.04 which result in increases in costs or reduction in revenue 875 to Company. 876
6.04 City-Requested Changes to Scope of Services. 877
6.04.1 Types of Changes . City may request Company to perform additional services or 878 modify existing services. For example, and without limitation, the City may request the following: 879
6.04.1.1 Collection of certain materials, which were originally Solid Waste, 880 but during the term of this Agreement can, in the reasonable opinion of the City, be 881 economically Recycled or Composted; 882
6.04.1.2 Inclusion of new diversion programs; 883
6.04.1.3 Expansion of Public Education activities; 884
6.04.1.4 Elimination of programs; 885
6.04.1.5 Modification of the manner in which Company performs existing 886 services; 887
6.04.1.6 Performance of pilot programs; or 888
6.04.1.7 Implementation of innovative services, which may entail new 889 Collection methods, targeted routing, different kinds of services, different types of 890 Collection vehicles, and/or new requirements for Generators. 891
6.04.2 Procedure for Making Changes in Scope. 892
6.04.2.1 Company shall present, within sixty (60) calendar days of the 893 City’s written request, or within such additional time as is reasonable, a written proposal 894 to provide additional or expanded services. T he proposal may contain a complete 895 description of the following: 896
a) Collection methodology to be employed (equipment, manpower, etc.). 897 b) Equipment to be utilized (vehicle number, types, capacity, age, etc.). 898 c) Labor requirements (number of employees by classification). 899
d) Type of materials and Containers to be utilized. 900 e) Change in costs. 901
f) Provision for program publicity/education/marketing. 902 g) Five (5) year projection of the financial results of the program’s operations 903 in a balance sheet and operating statement format, including documentation 904 of the key assumptions underlying the projections and the support for those 905 assumptions, giving full effect to the savings or costs to existing services. 906 h) Plans for implementing the service change. 907
i) Proposed Rates that reflect the service change with supporting 908 documentation of the calculation and justification for the change in Rates. 909
6.04.2.2 The City shall review the Company’s proposal for the change in 910 scope of services. If the Company’s proposal is desirable to the City, the City may 911 negotiate with the Company to amend the Agreement to reflect the change in scope. If 912 the Company’s proposal is not desirable to the City, the City shall provide a written 913 response to the Company identifying the City’s reasons for not wanting to negotiate with 914 the Company. 915
6.04.2.3 Adjustment to Company ’s Compensation . If the City requests a 916 change in scope of services, Company shall be entitled to an adjustment in its 917 compensation as agreed to by the City and the Company. . Company shall not be 918 compensated for the proposal preparation costs or costs incurred during the negotiation 919 of its proposal for the change in scope of such services. 920 Article 7. RATES AND BILLING 921
7.01 Company’s Compensation. The Company’s compensation for performance of all 922 its obligations under this Agreement shall be the actual gross Rate revenues remitted to Company by 923 Customers, less fees due to the City in accordance with Article 3. Company’s compensation provided 924 for in this Article shall be the full, entire, and complete compensation due to Company pursuant to this 925 Agreement for all labor, equipment, materials and supplies, Processing and Disposal fees, taxes, 926 insurance, bonds, overhead, operations, profit, and all other things necessary to perform all the 927 services in the manner required by this Agreement. 928
7.01.1 If Company’s costs are more than actual Gross Revenues retained by Company , 929 Company shall not be compensated for the difference in costs and revenues. In addition, 930 calculations of Company's compensation or Rates shall not be adjusted for past variances of actual 931 costs or revenues. 932
7.02 Rates. Under this Agreement, Company shall have the right and obligation to 933 charge and collect from Customers Rates. Company shall charge Customers Rates approved by the 934 City. The Company shall collect payments from Customers in accordance with the City approved 935 Rates. 936
7.02.1 Low-Income Discount as Company ’s Good Will. In exchange for the good will of 937 the City and the general public, Company voluntarily agrees to offer a fifteen percent (15%) 938 discount to the rate it charges for Solid Waste Collection provided to eligible Customer (the 939 “Discount”) and that the Discount shall neither impact the Maximum Service Rates nor be otherwise 940 paid for or subsidized by any other Customers. Company shall make the Discount available to any 941 Customer who qualifies for the PG&E CARE or FERA program, is the legal property O wner or 942 tenant at the Residential Premises, and the name on the solid waste bill matches the name on the 943 PG&E bill for that Premises. 944
7.03 Adjustments to Service Rates. 945
7.03.1 CPI Adjustment. The Rates shall be increased annually for a CPI Adjustment (as 946 defined below) and such increase shall be effective as of the first day of January of each calendar 947 year. This annual increase (hereinafter referred to as the “CPI Adjustment”) shall be equal to the 948 amount derived by multiplying (A) the previous Rate by (B) the percentage increase in the CPI – 949 Urban Consumer – Garbage and trash collection index , series ID CUUR0000SEHG02 (“CPI”) 950 during the July through June period for which the CPI is available, subject to a maximum CPI 951 Adjustment of 5% and a minimum CPI Adjustment of 0% . If the 5% maximum CPI Adjustment 952 applies for a particular year, the CPI Adjustment above such 5% cap shall be carried forward to 953 the following year’s CPI Adjustment subject to the 5% cap. For example, if the CPI Adjustment 954 would be 6% but for the 5% cap, the 1% difference would be added to the following year’s CPI, 955 subject to the 5% cap). Exhibit D (Rate Adjustment Example) provides an example of the annual 956 rate adjustment calculation described above. 957
7.03.1.1 Third Party Credit Card Processing Fees . Credit card processing 958 fees may apply for Customers who choose to pay their bill with a credit card. These third 959 party processing fees shall not be subject to the CPI Adjustment. 960
7.03.2 Discretionary Rate Review Request. In addition to the CPI Adjustment, the Service 961 Rates may, upon written request of the Company, be further adjusted (a “Discretionary 962 Adjustment”) for increased expenses or reduced revenue associated with performance of the 963 services hereunder. Company must provide financial statements covering franchised operations 964 for the prior three (3) year period with any request for a Discretionary Adjustment. The financial 965 statements shall be reviewed by a third party. The Council may approve or deny, in its reasonable 966 discretion, any Discretionary Adjustment; where Company has provided substantial evidence that 967 its costs or revenue have been negatively impacted by the events listed below, the City will not 968 unreasonably withhold approval. The Company may request a Discretionary Adjustment due to 969 any one or more of the following causes: 970
7.03.2.1 any change in law, statute, rule, regulation, ordinance, order or 971 requirement (including permits) of any federal, state, regional or local government that is 972 effective after the Effective Date of this Agreement; 973
7.03.2.2 changes in disposal methods or sites mandated by any political 974 body which may now or in the future have legal jurisdiction; 975
7.03.2.3 surcharges, fees, assessments or taxes levied by federal, state or 976 local regulatory authorities or other governmental entities upon the collection, processing 977 or disposal of Franchise Materials; 978
7.03.2.4 increases in costs resulting from a change in the location of the 979 landfill or other Designated Disposal Site, or Designated Processing Site, to which the 980 Company is required to transport material collected hereunder or a change to the 981 Designated Disposal Site, or Designated Processing Sites directed by the City; or 982
7.03.2.5 any other causes or reasons that are not within the reasonable 983 control of the Company. 984
7.03.3 CPI Rate Adjustment Procedure. The Company shall submit to the City a written 985 request for a CPI Adjustment no later than August 1 of any given year. The Company’s failure to 986 submit a timely request shall constitute a waiver of the Company’s rights to seek a rate 987 adjustment for the following calendar year except to the extent that the City determines such 988 failure does not materially prejudice the City’s ability to give due consideration to and take action 989 with respect to such request in the ordinary course of business so that any change in Service 990 Rates may take effect on the following January 1. Within thirty (30) days after the Company 991 provides the City with such request and report, the City shall notify the Company in writing as to 992 whether the City accepts such information as complete or specifying any respect in which the 993 City deems such information incomplete or deficient. Provided that adequate supporting 994 information has been submitted by the Company, any requested CPI Adjustment shall be 995 deemed approved and shall take effect on the following January 1st. 996
7.03.4 Discretionary Rate Adjustment Procedure – The Company may submit to the City 997 a written request for a Discretionary Rate Adjustment one time during each calendar year. That 998 request shall site the specific cause for the Company’s request, three years of reviewed financial 999 statements, supporting calculations for the requested Discretionary Rate Adjustment, and any 1000 other data the City requires in support of its review of the Company’s request. 1001 Provided that adequate supporting information has been submitted by the Company, any 1002 City approved Discretionary Adjustment shall be placed on the Council agenda for consideration 1003 following compliance, if required, with the Proposition 218 notice and hearing requirements.. The 1004 City shall afford the Company a reasonable opportunity to supplement the information provided 1005 with the request in the event the City staff or the Council determines that it is not complete. 1006
Prior to any approval of a Discretionary Adjustment, the City may submit the proposed 1007 increase for such approval by the ratepayers as required by State law, provided, however, that 1008 the City shall not combine such submittal to the ratepayers with any other submission . Upon 1009 receipt of such approval, or after determination that a majority protest by ratepayers has not 1010 occurred which would defeat any such modification of rates, the City may consider the rate 1011 adjustment. 1012
7.03.5 In addition, the City shall have no obligation to grant a Discretionary Adjustment if 1013 written protests against the proposed Discretionary Adjustment are received from Owners of a 1014 majority of the affected parcels, pursuant to Section 6(a) of Article 13D of the California 1015 Constitution, if such provisions are applicable to the Discretionary Adjustment. The Company 1016 shall pay for the City’s reasonable out -of-pocket costs incurred in submitting such proposed 1017 increase for approval as required by such provision and may include the payment in its request 1018 for a Discretionary Adjustment. 1019
7.03.6 Effective Date of Discretionary Adjustments . The City Council may, in its sole 1020 discretion, select the effective date of any Discretionary Adjustment, including determining 1021 whether a Discretionary Adjustment shall have retroactive effect. However, the obligations set 1022 forth in Sections 7.03.2 and Sections 7.03.4 shall apply. 1023
7.04 Limitations on Rate Adjustments. Company understands and agrees that City 1024 may elect to or be required to comply with California Constitution Article XIII D (Proposition 218) or 1025 other Applicable Law before approving any new or increased maximum Rates. City shall not be in 1026 breach of this Agreement if its residents lawfully delay or prevent City from raising or imposing the 1027 Rates through the California Constitution Article XIII D or other applicable process. In such event, City 1028 and Company shall meet in good faith to consider alternatives and options, with a priority being on 1029 reduction in services and reduction in City fees such that Company will achieve the level of profitability 1030 as if such delayed or prevented Rates were approved. All costs incurred in providing notices required 1031 under California Constitution Article XIII D or other Applicable Law in connection with a rate adjustment 1032 shall be paid by the City. 1033
7.05 Notice of Rate Change. The Company shall provide all Customers with advance 1034 written notice of approved Rate changes, in the form of a bill insert at least thirty (30) days before the 1035 effective date of such changes provided City has approved the rate in time for the printing deadline. 1036 Notice of rate can also be done as a dunning message on invoices and/or posted online. 1037
7.06 Billing. 1038
7.06.1 The Company shall bill Customers for all Services. Billing for Residential Premises 1039 shall reflect the appropriate bundled rates, as well as itemized rates for any additional services 1040 as provided in Exhibit B. Billing for Commercial Premises shall be itemized separately for Solid 1041 Waste Collection, Recycling Services, and Organics Collection, as applicable, as well as 1042 itemized rates for any additional services as provided in Exhibit B . Such billings may cover the 1043
periods and be collected by the methods hereinafter set forth. The Company shall prepare, mail, 1044 and collect bills (or shall issue written receipts for cash payments) for Collection services provided 1045 by Company. 1046
7.06.2 Company shall make arrangements to allow its Customers to pay bills through the 1047 following means: check, cash, credit card, internet payment service, or automatic withdrawal from 1048 banking account. 1049
7.06.3 Detail. Billings shall be of sufficient detail as to clearly delineate charges for each 1050 type of Solid Waste Management Service delivered and must at a minimum be individually line 1051 listed. City shall retain the right to revise the billing format at Company’s expense if, in City’s 1052 opinion, additional billing information is deemed necessary. 1053
7.06.4 Copies. Company shall maintain copies of billings and receipts in chronological 1054 order for a period of three (3) years after the date of service for inspection by City. Company 1055 may, at its option, maintain those records in computer form, on microfiche, or in any other manner, 1056 provided that the records can be preserved and retrieved for inspection and verification in a timely 1057 manner. 1058
7.06.5 Past Due Accounts. Company shall be responsible for collection of payment from 1059 Customers with past due accounts (“bad debt”). Company shall make reasonable efforts to obtain 1060 payment from delinquent accounts through issuance of late payment notices, telephone requests 1061 for payments, and assistance from collection agencies. Bad debt may be referred to the City for 1062 special assessment pursuant to Section 7.06.9. Company may discontinue services to 1063 Commercial Customers that are past due 90 days. 1064
7.06.6 Customer-Specific Billing Instructions. 1065
7.06.6.1 Residential. Residential Customers may be billed for up 1066 to two (2) months in advance or based on arrears/advanced billing combinations 1067 implemented at the discretion of the Company. Payment shall be due at the end 1068 of such service period. If not paid when due, the bill shall be considered 1069 delinquent, and the Company may charge a monthly late fee of 2.5% or $5.00, 1070 whichever is greater. If the bill is not paid within 60 days of billing, and after notice 1071 of delinquency has been sent to the Customer by the Company, the Company 1072 may initiate a lien procedure, under the City’s authority, and pursuant to the 1073 provisions of the Woodland Municipal Code, which will result in placement of a 1074 lien on the property. See Section 7.06.9. 1075
7.06.6.2 Commercial. Commercial Customers shall be billed 1076 monthly in advance. Payment with respect to each such bill shall be due on or 1077 before the 30th day following the end of the service period for which the bill is 1078 rendered; thereafter, the bill shall be considered delinquent, and the Company 1079
may charge a monthly late fee of 2.5% or $5.00, whichever is greater. If the bill 1080 is not paid within 60 days of billing, and after notice of delinquency has been 1081 sent to the Customer by the Company, the Company may initiate a lien 1082 procedure, under the City’s authority, and pursuant to the provisions of the 1083 Woodland Municipal Code, which will result in placement of a lien on the 1084 property. See Section 7.06.9. 1085
7.06.6.3 Roll-Off Service . Customers shall be billed in arrears. 1086 Payment with respect to each such bill shall be due on or before the 30th day 1087 following the end of the service period for which the bill is rendered; thereafter, 1088 the bill shall be considered delinquent, and the Company may charge interest 1089 not to exceed the maximum interest rate allowed by law (2.5% late charge or 1090 $5.00, whichever is greater) for such time as the bill remains unpaid after the 1091 due date. If the bill is not paid within 60 days of billing, and after notice of 1092 delinquency has been sent to the Customer by the Company, the Company may 1093 terminate service to that Customer. Prior to and after doing so, the Company 1094 shall notify the City in writing. 1095
7.06.7 Bill Inserts. City may direct Company to insert mailers, which shall be a 1096 single sheet of paper no larger than eight and one half (8.5) inches by eleven (11) inches, 1097 that may be tri -folded, relating to service with the Bills. The mailers shall be printed on 1098 double-sided, post -consumer recycled content paper ( consistent with SB 1383 paper 1099 procurement regulations) and shall fit in standard envelopes. Company also agrees to 1100 insert with the billings, mailers describing activities of the City government. City will 1101 provide not less than thirty (30) calendar days’ notice to Company before the mailing 1102 date of any proposed mailing to permit Company to make appropriate arrangements for 1103 inclusion of the City’s materials. City will provide Company the mailers at least fifteen 1104 (15) calendar days before the mailing date. The cost of such inserts and any additional 1105 postage shall be paid for by the City or included in the costs upon which Rates are based 1106 or deducted from the Public Education budget. 1107
7.06.8 Review of Billings . Company shall ensure that it is charging the correct 1108 rate for the service level as listed on the City’s approved rate schedule and that the billed 1109 services match the actual service provided. It shall also ensure that it is not charging any 1110 rates or fees that are not listed on the City’s approved rate schedule. Company shall 1111 review Residential Customer accounts and Commercial Customer accounts annually , 1112 unless City directs Company to do otherwise. Company shall submit to City every other 1113 year, a written report of the billing review thirty (30) days after the end of each Rate 1114 Period. The scope of the review, the Company’s work plan, and the format of the report 1115 (including supporting exhibits) shall be submitted to the City for approval no later than 1116 sixty (60) days prior to commencement of the billing review process. The City may 1117 perform this review itself or through use of an agent. 1118
7.06.9 Collections Assistance. The Company shall provide all the required 1119 information to the City for parcels to be liened or have a special assessment imposed by 1120 June 10 of each year. This information shall be accurate and not require any research 1121 on the City’s part regarding parcel Owner, address, etc. The Company is responsible for 1122 notifying the property Owner that a lien or special assessment will be placed on the parcel 1123 by August of each year. The Company will notify the City no later than June 30 of any 1124 valid payments received for parcels contained in the notice previously provided by the 1125 Company to the City. The City will provide the list of affected properties to the County. 1126 Article 8. STANDARDS FOR SERVICES, EQUIPMENT, AND 1127
PERSONNEL 1128
8.01 Collection Hours and Schedules . Company vehicles shall perform Collection 1129 only during the hours described below. 1130
8.01.1 Residential Premises . Collection from Residential Prem ises shall only occur 1131 between the hours of 6:00 a.m. and 6:00 p.m., Monday through Friday. In the event of a carryover, 1132 the Company may recover routes on Saturday without prior City approval, provided the City is 1133 notified. 1134
8.01.2 Commercial Premises . Collection from Commercial Premises shall only occur 1135 between the hours of 6:00 a.m. and 6:00 p.m., Monday through Saturday. 1136
8.01.3 Street Sweeping. Street Sweeping shall only occur between the hours of 6:00 a.m. 1137 and 6:00 p.m., Monday through Friday. 1138
8.01.4 Exceptions. The hours of Collection may be extended temporarily as a result of 1139 extraordinary circumstances or conditions with the prior consent of the City Manager. 1140
8.02 Change in Operations/Administration or Schedule. The Company shall notify 1141 the City in writing of any material changes in, or to the operation to provide Solid Waste Management 1142 Services (e.g. vehicle routes, equipment type, crew size), administration (e.g., management, CSR and 1143 route supervisor staffing), and schedule five (5) days in advance of the time such material change is 1144 implemented, except that notice regarding changes in personnel will be provided within five days of 1145 Company becoming aware of such change. Any changes to the Collection operation shall meet the 1146 service requirements and performance standards and all other terms of this Agreement. In the case 1147 of changes to the Collection schedule, the Company must notify all affected Customers at least 1148 fourteen (14) days prior to any change in a Collection day. The Company shall not permit any 1149 Customer to go more than seven (7) days without service in connection with a Collection schedule 1150 change other than in the event of an Uncontrollable Circumstance. 1151 In addition, the City may direct the Company to modify the Collection schedule around schools 1152 and in other high traffic areas to avoid Collection during peak traffic hours, as determined by the City. 1153
The City shall endeavor to notify the Company at least three (3) days in advance of planned City -1154 directed work, such as road or repair or utility upgrade projects, that may restrict access to streets 1155 where the Company is scheduled to perform Solid Waste Management Services. The City will, to the 1156 extent feasible, schedule such work to prevent Franchise Service interruptions or delays. 1157
8.03 Holiday Collection Schedule. If the day of Collection on any given route falls on 1158 a Holiday observed by the Designated Disposal Site or Designated Processing Site to which the 1159 Company delivers the City’s Solid Waste, Recyclables or Organic Waste, the Company shall provide 1160 Collection for such route on the next workday following such Holiday, thereby adjusting subsequent 1161 workdays that week. 1162
8.04 Collection Standards. 1163
8.04.1 Recoverable Materials. Company shall only be responsible for Collecting materials 1164 as Recyclable Materials and/or Organic Waste if they are recoverable and/or Recyclable by the 1165 respective Designated Processing Facility for the material type. Should acceptable materials 1166 change during the Term, Company shall notify the City prior to changing any education and 1167 outreach to Customers. 1168
8.04.2 Servicing Containers . Company shall pick up and return each Container to the 1169 location where the occupant properly placed the Container for Collection. Company shall place 1170 the Containers upright with lids closed . The City may levy fines for repeat occurrences of 1171 Container misplacement in accordance with Article 13 of this Agreement. 1172
8.04.2.1 Company shall use due care when handling Containers. 1173 Containers shall not be thrown from trucks, roughly handled, damaged, or broken. 1174
8.04.2.2 Company, at the request of Customers, shall provide special 1175 services including unlocking Containers; accessing Container enclosures with a key; or 1176 pulling or pushing Containers to the Collection vehicle. Company shall charge Customers 1177 for extra services in accordance with City-approved Rates set forth in Exhibit B. 1178
8.04.3 Private Drives and Inaccessible Areas. For Residential Premises on Private Drives 1179 or other Inaccessible Areas, the Company shall C ollect Solid Waste, Organic Waste, and 1180 Recyclables on the nearest Public Street or Private Road connecting to the Private Drive or other 1181 Inaccessible Area per Woodland Municipal Code Section 13.08.160. The Company shall only 1182 Collect on Private Roads that the Company deems safe and may require owner waiver from the 1183 applicable Owners. 1184
8.05 Overage and Contamination. 1185
8.05.1 Route Reviews. City is delegating responsibility for Route Reviews to Company 1186 and Company is fully responsible for SB 1383 Route Review requirements. At least once 1187 annually, Company shall conduct a Route Review for each Hauler Route, consistent with Exhibit 1188
A.11. For each Route Review of a Hauler Route, Company shall inspect all Containers placed 1189 for Collection (including Recyclable Materials Containers, Organic Waste Containers, and Solid 1190 Waste Containers). Company may select the Containers to be inspected at random, or (if 1191 mutually agreed with City) by any other method not prohibited under the SB 1383 Regulations. 1192 Company shall include the results of each Route Review in its next regularly scheduled Quarterly 1193 report to City, consistent with Section 14.10. 1194
8.05.2 Contamination Process - (Recyclables and Organic Waste Only) 1195
8.05.2.1 First and Second Occurrences. Company shall service Containers 1196 with Contamination except where there is visible Excluded Waste. Company shall 1197 provide a Violation Notice, and no charges will be assessed. 1198
8.05.2.2 Third Occurrence. Company shall service Containers with 1199 Contamination except where there is visible Excluded Waste and invoice the Customer 1200 a Contamination Fee in the amount set forth in Exhibit B. The Company shall provide a 1201 Violation Notice. 1202
8.05.2.3 For purposes of this Section 8.05.2, an “occurrence” will no longer 1203 be applied to the Customer after twelve months. For example, a Contamination event on 1204 January 10, 2026 will no longer be counted for purposes of this Section starting January 1205 10, 2027. 1206
8.05.3 Overage Process (Solid Waste, Recyclables and Organic Waste) 1207
8.05.3.1 First and Second Occurrences . Company may opt to not collect 1208 Overage, unless caused by Company spillage of non- overloaded Containers during 1209 collection. The Customer may correct the Overage and request that Company return to 1210 service the Container (an additional fee will apply). Alternatively, Company may collect 1211 the Container with Overage, but not invoice the Customer an Overage fee. In either case, 1212 the Company shall provide a Violation Notice. Company will not Collect any materials 1213 placed on the ground, in bags or otherwise. 1214
8.05.3.2 Third Occurrence. Company may opt to not collect Overage, 1215 unless caused by Company spillage of non-overloaded Containers during collection. The 1216 Customer may correct the Overage and request that Company return to service the 1217 Container (an additional fee will apply). Alternatively, Company may collect the Container 1218 with Overage and invoice the Customer an Overage fee in the amount set forth in Exhibit 1219 B. In either case, the Company shall provide a Violation Notice. Company will not Collect 1220 any materials placed on the ground, in bags or otherwise. 1221
8.05.3.3 For purposes of this Section 8.05.3, an “occurrence” will no longer 1222 be applied to the Customer after twelve months. For example, an Overage event on 1223
January 10, 2026 will no longer be counted for purposes of this Section starting January 1224 10, 2027. 1225
8.05.4 Service Increase Due to Multiple Contamination or Overage events . If there 1226 have been four (4) or more instances of Contamination or Overage for a particular material 1227 stream (i.e., Solid Waste, Recyclable Materials, or Organic Waste) during the twelve (12) month 1228 period, Company may increase the Customer ’s service level (i.e., larger Container or more 1229 frequent service) for such material stream to mitigate the Contamination or Overage and may 1230 increase the charges to such Customer according to the increased service level pursuant to the 1231 Rates in Exhibit B. 1232
8.05.4.1 Prior to such increases in service level, Company will provide a 1233 list of such Customers to the City and the City may request (within 7 days) Company to validate 1234 that the conditions for increasing service levels have been met. Company will also send written 1235 notice to the Customer regarding service level increases under this Section. 1236 a) Should a Customer already be subscribed to the highest available service 1237 level, City and Company shall meet and confer to determine service approach. All 1238 increases of service level with a Commercial Customer will involve a discussion 1239 between the Customer and a Company representative to determine the appropriate 1240 service level increase (i.e., larger Container and/or frequent service) . Should a 1241 Residential Customer be subscribed to the maximum Cart volume, a second container 1242 of the smallest size shall be provided to increase the subscription volume. 1243
8.05.5 Care of Private Property. Company shall not damage private property. Company 1244 shall ensure that its employees: (i) close all gates opened in making Collections, unless otherwise 1245 directed by the Generator, (ii) do not cross landscaped areas, and (iii) do not climb or jump over 1246 hedges and fences. 1247
8.05.5.1 City shall refer Complaints about damage to private property to 1248 Company. Company shall repair all damage to private property caused by its employees. Any 1249 damages to public property will be repaired during the remediation to the previous condition. 1250 Company will not be responsible for damage to driving surfaces or damages incidental to the 1251 services it provides . In the event of repeat occurrences of prohibited property damage, t he 1252 Company shall pay Liquidated Damages in accordance with Article 13. 1253
8.06 Litter Abatement and Noise. 1254
8.06.1 Minimization of Spills. Company shall use due care to prevent Solid 1255 Waste, Recyclable Materials, Organic Waste, vehicle oil, and vehicle fuel from being 1256 spilled or scattered during the Collection or transportation process. If any materials are 1257 spilled or scattered during Collection, the Company shall promptly clean up all spilled 1258 and scattered materials , except when caused by Overage or weather conditions . 1259
Company shall not transfer loads from one vehicle to another on any P ublic Street, 1260 unless it is necessary to do so because of mechanical failure, hot load (combustion of 1261 material in the truck), accidental damage to a vehicle, or unless approved by the City. 1262
8.06.2 Covering of Loads. Company shall cover all open Roll -off Boxes, with an 1263 approved cover, at the pickup location before Transporting materials to the Approved 1264 Disposal Location or Processing Sites. 1265
8.06.3 Noise. All Collection operations shall be conducted as quietly as possible 1266 and shall conform to applicable Federal, state, county, and City noise level regulations. 1267 Company will promptly resolve any Complaints of noise outside of collection times (6am 1268 – 6pm) to the satisfaction of the City. In the event of repeat occurrences of noise outside 1269 of collection times , the Company shall pay Liquidated Damages in accordance with 1270 Article 13. 1271
8.07 Incomplete Routes and Missed Pickups . Company will deliver services 1272 according to routing and planned service days. On a monthly basis, Company will complete ninety -1273 eight percent (98%) of daily planned routes with no Carryovers. In instances where a Carryover takes 1274 place, the Company will address the issue by the next Business Day. 1275 The Company will assess missed pickups utilizing its Smart Truck technology ( Exhibit C). 1276 Should the Company’s video show that the Customer did not set out the Containers in their service 1277 location in time for Collection, the Customer will have the opportunity to pay for a return trip (per Rate 1278 in Exhibit B or wait until their next Service Day. If the Company cannot show that the Containers were 1279 not in their service location in time for Collection, the Company shall return for the material by the next 1280 Business Day for no additional charge. Customer Service will address missed pickups according to 1281 Section 9.04. 1282
8.08 Vehicle Requirements. 1283
8.08.1 Company shall provide a fleet of Collection vehicles sufficient in number and 1284 capacity to efficiently perform the work required by the Agreement in strict accordance with its 1285 terms. Company shall have available sufficient back -up vehicles for each type of Collection 1286 vehicle used (e.g., side loader, front loader, and roll -off vehicles) to respond to Complaints and 1287 emergencies. Vehicles shall be owned or leased by Company. 1288
8.08.2 Number, Age, and Identification of Vehicles. Company shall provide an adequate 1289 number of vehicles and equipment for the c ollection, Disposal and transportation services for 1290 which Company is responsible under this Agreement. Company shall have available on all 1291 collection days at least one extra vehicle to respond to any and all Complaints and emergencies. 1292 Company shall ensure that the age of the collection vehicles regularly used in the provision of 1293 services under this Agreement does not exceed twelve (12) years for side- and front -loader 1294 collection vehicles, and that no support or backup side- or front- loader collection vehicle used in 1295
the provision of services under this Agreement shall be older than fifteen (15) years. For Roll-Off 1296 and rear-load collection vehicles, the age of the vehicles used for services under this Agreement 1297 shall not exceed sixteen (16) years. Adjustments to the aforementioned vehicle age requirements 1298 may be otherwise required by the City Manager in their reasonable judgment based on the 1299 condition, maintenance history, usage , and appearance of the vehicle. For purposes of this 1300 Agreement, the “age” of a vehicle shall consist of the age of the older of its chassis and body, 1301 rather than the age of the engine. Company’s name, local telephone number and unique vehicle 1302 identification number selected by Company shall be prominently displayed on all collection 1303 vehicles in letters and figures no less than four (4) inches high. Company shall not place the 1304 City’s logo on its vehicles. All vehicles used by Company to provide services under this 1305 Agreement shall be registered with the Department of Motor Vehicles of the State of California. 1306
8.08.3 Specifications. All Collection vehicles shall be registered with the California 1307 Department of Motor Vehicles. All such vehicles shall have watertight bodies designed to prevent 1308 leakage, spillage, or overflow. All such vehicles shall comply with California Environmental 1309 Protection Agency (EPA) noise emi ssion and air quality regulations and other applicable noise 1310 control regulations. 1311
8.08.4 Maintenance, Inspection and Cleaning of Vehicles. All vehicles used by Company 1312 to provide services under this Agreement shall be kept clean, safe, and in good repair, shall be 1313 sufficient to keep all collected materials covered during transportation, and shall be regularly 1314 inspected and certified by applicable regulatory agencies as required by law. Collection vehicles 1315 shall be thoroughly washed and thoroughly steam cleaned at least once every seven (7) days , 1316 or more frequently, if necessary , to present a clean appearance of the exterior and interior 1317 compartment of the vehicle. All vehicles used by Company to provide services under this 1318 Agreement shall be kept and maintained free from any leaks, including, without limitation, leaks 1319 of hydraulic oil, brake fluid, engine oil, fuel, or transmission fluid. Company shall inspect each 1320 service vehicle daily to ensure that all equipment is operating properly. Vehicles that are not 1321 operating properly, or vehicles in such conditions as to be unsafe or excessively noisy, shall be 1322 removed from service until repaired and operating properly. Company shall perform all scheduled 1323 maintenance functions in accordance with the manufacturer’s specifications and schedule or in 1324 accordance with California Highway Patrol standards whichever are more stringent. All vehicles 1325 shall be painted in a uniform manner that does not create a resemblance between Company’s 1326 vehicles and City utility vehicles. Company shall maintain accurate records of all vehicle 1327 maintenance, recorded according to date and mileage (or hours of operation), and shall make 1328 those records available to the City upon reasonable request. The City shall also have the right, 1329 but not the obligation, to inspect Company ’s vehicles for compliance with these requirements 1330 upon reasonable advance notice to Company. 1331
8.08.5 Fleet Emission Requirements. During the Term, to the extent required by law, 1332 Company shall provide its Collection Vehicles to be in full compliance with all Applicable Laws, 1333 including State and Federal clean air requirements that are adopted or proposed to be adopted, 1334 including, but not limited to, the California Air Resources Board Heavy Duty Engine Standards 1335
as currently proposed to be contained in California Code of Regulations, Title 13, Sections 2020 1336 et seq., the California Air Resources Board Advanced Clean Fleets Regulation as outlined in 1337 California Code of Regulations, Title 13, Sections 2013 et seq., the Federal EPA’s Highway 1338 Diesel Fuel Sulfur regulations, and all other applicable air pollution control laws. City and 1339 Company agree that Company’s obligations and/or scope of services under this Agreement 1340 exclude any existing requirements regarding the future conversion of fleets, or any part thereof, 1341 to Zero emissions (ZEV) or Near -zero-emissions (NZEV) vehicle(s) or the future acquisition, 1342 hiring or use of ZEVs or NZEVs under Applicable Law, including without limitation Sections 2015 1343 et seq. of Title 13 of the California Code of Regulations. Should such existing Applicable Law 1344 apply to any Company’s vehicles used in the provision of services under this Agreement during 1345 the Term, then the City and Company agree to meet and confer in good faith to amend this 1346 Agreement to incorporate provisions and obligations reasonably necessary to comply with such 1347 Applicable Law, and Company shall be entitled to a rates adjustment in accordance with Section 1348
7.03.4 for such change in Company’s obligations and/or scope of services under this Agreement. 1349
8.08.6 Inventory. Company shall furnish sufficient equipment to provide all service 1350 required by this Agreement in a timely fashion. Company shall furnish the City a written inventory 1351 of all vehicles used in providing service and shall update the inventory report annually. The 1352 inventory shall list all vehicles by manufacturer, ID number, date of acquisition, type, capacity, 1353 legal payload weight, decibel rating, average weight of load, and average loaded axle weights. 1354
8.08.7 Repairs. Company shall repair, or arrange for the repair of, all of its vehicles and 1355 equipment for which repairs are needed because of accident, breakdown or any other cause so 1356 as to maintain all equipment in a safe and operable condition. If an item of repair is covered by a 1357 warranty, Company shall obtain warranty performance. Company shall maintain accurate records 1358 of repair, which shall include the date/mileage, nature of repair and the signature of a 1359 maintenance supervisor that the repair has been properly performed. 1360
8.08.8 Storage. Company shall arrange to store all vehicles and other equipment in safe 1361 and secure location(s). Vehicles shall be stored at Company’s corporation yard or at another 1362 location arranged by Company and approved, in advance and in writing, by City. Facilities used 1363 for storage or maintenance shall comply with all zoning and land use requirements applicable to 1364 the facility. City shall have pre-scheduled access to the facilities. Vehicles may not be stored 1365 (e.g., parked overnight) on City streets. 1366
8.08.9 Operation. Vehicles shall be operated in compliance with the California Vehicle 1367 Code, and all applicable safety and local ordinances. Company shall not load vehicles in excess 1368 of the manufacturer’s recommendations or limitations imposed by State or local weight 1369 restrictions for vehicles and roads. Company shall have each Collection vehicle weighed at the 1370 Approved Disposal Location or Processing Sites to determine the unloaded weight (“tare weight”) 1371 of the vehicle. Company vehicles shall be permitted on City streets only during the Collection 1372 hours. 1373
8.09 Personnel. Company shall furnish such qualified drivers, mechanical, supervisory, 1374 Customer service, clerical and other personnel as may be necessary to provide the services 1375 required by this Agreement in a safe and efficient manner. 1376
8.09.1 Provision of Field Supervision. Company shall designate at least one 1377 qualified employee as supervisor of field operations for each twenty (20) drivers and such 1378 person shall devote at least fifty percent (50%) of his or her time in the field checking on 1379 Collection operations, including responding to Complaints. 1380
8.09.2 Driver Qualifications . All drivers shall be trained and qualified in the 1381 operation of Collection vehicles and must have in effect a valid license, of the appropriate 1382 class, issued by the California Department of Motor Vehicles. Company shall use the 1383 Class II California Department of Motor Vehicles employer “Pull Notice Program” to 1384 monitor its drivers for safety. 1385
8.09.3 Customer Service Representatives (CSRs) 1386
8.09.3.1 Training. Customer service representatives shall be 1387 trained in the specific City service requirements, a minimum of once per quarter. 1388
8.09.3.2 Position Vacancy. Should a CSR position become vacant, 1389 a Company CSR based in Lodi , the location of the Woodland Customer Service 1390 center, will be reassigned to the City until the vacant position is filled. During the 1391 term of this reassignment, the reassigned CSR will not be physically reassigned 1392 to the local office. Company understands the importance of continuity in 1393 customer service and will fill the vacant role as quickly as reasonably feasible. 1394
8.09.4 Safety Training. Company shall provide suitable operational and safety 1395 training for all of its employees who operate Collection vehicles or equipment or who are 1396 otherwise directly involved in such Collection. Company shall train its employees 1397 involved in Collection to identify, and not to collect, Hazardous Waste or Infectious 1398 Waste. 1399
8.09.5 Employee Conduct and Courtesy. Company shall use its best efforts to 1400 assure that all employees present a neat appearance and conduct themselves in a 1401 courteous manner. Company shall regularly train its employees in Customer courtesy, 1402 shall prohibit the use of loud or profane language, and shall instruct Collection employees 1403 to perform the work as quietly as possible. If any employee is found not to be courteous 1404 or not to be performing services in the manner required by this Agreement, Company 1405 shall take all appropriate corrective measures. The City may require Company to 1406 reassign an employee if the employee has conducted themselves inconsistently with the 1407 terms of this Agreement. 1408
8.09.6 Uniforms. While performing services under this Agreement, all of the 1409 Company’s employees performing field service shall be dressed in clean uniforms that 1410 include the employee’s name, and Company’s name, as approved by the City. No portion 1411 of this uniform may be removed while working. No portion of the uniform shall contain 1412 advertising from the public sector. 1413
8.10 Excluded Waste Inspection and Handling. 1414
8.10.1 Inspection Program and Training. Company shall develop a load inspection 1415 program that includes the following components: (i) Personnel and training; and (ii) load checking 1416 activities. 1417
8.10.1.1 Company’s Collection vehicle drivers shall be trained in (i) the 1418 effects of Hazardous Substances on human health and the environment; (ii) identification 1419 of prohibited materials; and (iii) emergency notification and response procedures. 1420 Collection vehicle drivers shall inspect Containers before Collection when practical. 1421
8.10.2 Response to Excluded Waste Identified During Collection. If Company determines 1422 that material placed in any Container for Collection is Excluded Waste, or other material that may 1423 not legally be disposed of at the Disposal Facility or handled at the Transfer Station or Processing 1424 Sites, or presents a hazard to Company’s employees, the Company shall have the right to refuse 1425 to accept such material. The Generator shall be contacted by the Company and requested to 1426 arrange proper Disposal. Under no circumstances shall Company’s employees knowingly Collect 1427 Excluded Waste or remove unsafe or poorly containerized Excluded Waste from a Collection 1428 Container. 1429
8.10.2.1 If Excluded Waste is found in a Collection Container or Collection 1430 area that could possibly result in imminent danger to people or property, the Company 1431 shall immediately notify the City’s Fire Department using the 911 emergency number. If 1432 any staff identify an imminent danger, t he Company shall notify the City of any Un-1433 permitted Materials identified in Containers or left at any Premises within twenty-four (24) 1434 hours of identification of such material. 1435
8.10.3 Response to Excluded Waste Identified at Transfer Station or Processing Sites. If 1436 Excluded Waste is delivered to the Transfer Station or Processing Sites by Company before its 1437 presence is detected, and the Generator cannot be identified or fails to remove the material after 1438 being requested to do so, the Company shall arrange for its proper Disposal and pay for costs of 1439 such Disposal. The Company shall make a good faith effort to recover the cost of Disposal from 1440 the Generator and the cost of this effort, as well as the cost of Disposal shall be chargeable to 1441 the Generator. 1442
8.10.4 Regulations and Record Keeping. Company shall comply with emergency 1443 notification procedures required by A pplicable Laws and regulatory requirements. All records 1444
required by regulations shall be maintained at the Company’s facility. These records shall include 1445 waste manifests, waste inventories, waste characterization records, inspection records, incident 1446 reports, and training records. 1447
8.11 Non-Discrimination. Company shall not discriminate in the provision of service or 1448 the employment of persons engaged in performance of this Agreement on account of race, color, 1449 religion, sex, age, physical handicap or medical condition in violation of any Applicable Law. 1450
8.12 Communication and Cooperation with City. 1451
8.12.1 Communications. If requested, the Company shall meet with the City or its agent 1452 at least once each month to discuss service issues. The Company’s field representative and the 1453 Company’s responsible representative as designated by the Company shall have email 1454 capabilities to enable the City and the Company’s responsible representative to communicate via 1455 email. 1456
8.12.2 Inspection by City. The City or its designated representatives shall have the right 1457 to observe and review Company operations and enter Premises for the purposes of such 1458 observation and review during reasonable hours with reasonable notice. 1459
8.12.3 Cooperate with City-initiated Studies. Company shall cooperate with and assist the 1460 City or its agent with performance of City -initiated studies of Solid Waste, Recyclable Materials, 1461 and Organic Waste such as, but not limited to, waste characterization and composition studies. 1462 Article 9. CUSTOMER SERVICE PROGRAM AND COMPLAINT 1463
RESOLUTION 1464
9.01 Customer Service Hours. Company shall maintain a business office that handles 1465 telephonic customer service inquiries. The Company’s office hours shall be, at a minimum, from 8 a.m. 1466 to 5 p.m. daily, excluding Holidays. Calls received during non-business hours shall be returned within 1467 24 hours, weekends and Holidays excluded. 1468
9.02 Telephone. The Company shall maintain a toll-free telephone system during office 1469 hours via its local call center . The Company shall develop a premiere que for tracking and reporting 1470 Woodland-specific Customer calls. Customers must be able, with reasonable convenience, to reach 1471 the Company’s local call center by phone during office hours. After a two (2) minute hold period, 1472 Customers will be provided with a “call back” option. The “call back” option shall be provided between 1473 9am-4pm and will identify the approximate wait time. If the Customer chooses this “call back” feature, 1474 they will be called back in their current order and placed at the front of the que for the next available 1475 Customer Service Representative. The Company shall provide the City the means to contact the 1476 Company directly by telephone on a 24-hour basis in the event of an emergency. The Company shall 1477 establish and maintain the capability of responding to Customer telephone calls in Spanish as well as 1478 in English. The Company’ telephone systems will be compatible with Telecommunications Device for 1479
the Deaf (TDD) services. In the event Company adds or deletes capability, Company will meet with 1480 City to confer on customer options. If the public are unable with reasonable effort to reach Company’s 1481 office by phone, the Company experiences a call abandonment rate in excess of 15%, or are subject 1482 to waiting time “on hold” of more than three (3) minutes prior to reaching a Customer service 1483 representative, City and the Company will meet and confer to discuss options for addressing 1484 inadequate service, including hiring additional local CSRs . Penalties may be levied for Company’s 1485 failure to meet customer service standards provided in accordance with Article 13. 1486
9.03 Customer Service Staffing . The Company shall have a minimum of two (2) 1487 Customer Service Representatives (CSRs) whose time is one hundred percent (100%) dedicated to 1488 this Agreement. These CSRs must be local, within 60 miles of Woodland. The City retains the right to 1489 require the CSRs to be based within Woodland City limits if Company has failed to achieve the call 1490 center performance standards set forth in this Agreement. 1491
9.04 Service Complaints and Dispute Resolution. Company shall be responsible for 1492 the prompt, courteous and reasonable resolution of all customer Complaints. 1493
9.04.1 Record of Complaints . Company shall record in a separate log all Complaints, 1494 noting the name and address of Complainant, and date and time of Complaint. This Complaint 1495 log shall be retained by Company for 7 years. City shall reserve the right to examine and make 1496 copies of any portion of the Complaint log at any time. 1497
9.04.2 Response to Complaints . Company shall respond to all customer C omplaints 1498 within one (1) Business Day. In particular, if a Complaint involves a failure to collect Solid Waste, 1499 Recyclable Materials, or Organic Waste within the normal collection schedule, Company shall 1500 Collect the material in question one (1) Business Day of being notified of the failure to Collect the 1501 material, provided that the Generator has properly placed materials for Collection in accordance 1502 with this Agreement , consistent with Section 8.07. Company shall have email capabilities to 1503 enable the public to communicate Complaints to Company via email. 1504
9.04.2.1 Complaint Escalation. Should a Customer have to call Company 1505 back more than once to have a Complaint resolved, Company shall escalate the 1506 Complaint and involve the CSR’s supervisor. Escalated complaints shall be resolved 1507 within two (2) Business Days. 1508
9.04.3 Customer Satisfaction Survey . The City may conduc t a Customer satisfaction 1509 survey every year. 1510
9.05 Customer Information . Company shall not market, sell, convey, donate, or 1511 disclose to any person or entity any list with the names or addresses of Customers or information 1512 regarding the composition or content of Customers’ waste unless required by Applicable Law, the City 1513 or a court of competent jurisdiction. 1514
Article 10. OWNERSHIP OF SOLID WASTE AND EQUIPMENT 1515
10.01 Transfer of Ownership . Except as provided otherwise in st ate law (Public 1516 Resources Code Section 41950), title and ownership of Solid Waste, Recyclable Materials, Organic 1517 Waste and/or C&D materials shall pass directly from the Customer to Company once materials are 1518 placed in Containers and at the Collection location , and shall not vest in the City at any time. Once 1519 Solid Waste, Recyclable Materials, Organic Waste and/or C&D materials are deposited by Company 1520 at Transfer Station, Processing Site, or Disposal Facility, such materials shall become the property of 1521 the owner or operator of the facility. 1522
10.02 Ownership by Company . Company is granted the right to collect, transport, 1523 process, recover, recycle, retain, market, dispose of or otherwise use any such Solid Waste, 1524 Recyclable Materials, Organic Waste, and C&D or any part thereof, in any legal fashion, and retain all 1525 benefits or profits resulting from such use; provided, however, that Company must at all times comply 1526 with the Applicable Law. Company shall divert source-separated Recyclable Materials and Organic 1527 Materials meeting the specifications under this Agreement from Landfills to the extent commercially 1528 practicable and provide information reasonably necessary for the City to receive appropriate credit 1529 from CalRecycle or other regulatory authorities. Company shall not landfill any source separated 1530 Recyclable Materials or Organic Waste without the City’s prior written permission , except that 1531 Company may landfill Recyclable Materials or Organic Waste in accordance with Section 8.05.1 and 1532 residual remaining after processing. 1533
10.03 Cart Ownership. Ownership of Carts shall rest with the Co mpany, except that 1534 ownership of Carts in the possession of a Customer at the end of this Contract may rest with the City, 1535 at City’s sole discretion upon City payment of any remaining Cart depreciation. Carts shall be 1536 depreciated over no more than 10-years. Should the Contract come to the end of its Term or otherwise 1537 be terminated, and the City elect to take ownership of the Carts, t he Company shall submit to City 1538 Manager an inventory of Carts, including their locations, and shall take all steps necessary to transfer 1539 ownership to City. 1540
10.04 City’s Right to Perform Services and Possess Equipment. The City, at its sole 1541 discretion, may determine a period of emergency if both of the following conditions occur: (i) Company, 1542 for any reason whatsoever, fails, refuses, or is unable to perform its Collection obligations, at the time 1543 and in the manner provided in this Agreement, for a period of more than forty-eight (48) hours and for 1544 reasons other than F orce Majeure, and (ii) the City finds that such failure, refusal, or inability 1545 endangers or menaces the public health, safety, or welfare. If the City determines a period of 1546 emergency, then the City shall have the right during the period of such emergency and no longer to 1547 (i) perform, or cause to be performed, such services with its own or other personnel; and/or (ii) take 1548 temporary possession of and use any or all of Company 's equipment used to provide Collection 1549 Services, except regarding equipment used by Company in other jurisdictions on the same Collection 1550 day. If the City chooses to exercise such rights, the City shall provide written notice to the Company 1551 twenty-four (24) hours prior to its plans to exercise such rights. The City agrees that it assumes 1552
complete responsibility for the proper and normal use of such equipment and facilities while in its 1553 possession. 1554
10.04.1 The City shall provide written notice to Company of the Company’s failure, refusal, 1555 or inability to perform its Collection obligations detailing the obligations the City contends Company 1556 did not perform and of the City’s intent to perform Collection services and/or possess Company ’s 1557 equipment. 1558
10.04.2 Company agrees that in such event: 1559
a) It will take direction from the City to affect the transfer of possession of equipment 1560 to the City for City’s use. 1561
b) It will, if City so requests, keep in good repair and condition all of such equipment, 1562 provide all motor vehicles with fuel, oil, and other service, and provide such other 1563 service as may be necessary to maintain said equipment in satisfactory 1564 operational condition subject to compensation as provided in Section 10.04.2.d. 1565 c) Company will continue to bill and collect the gross receipts. Company will provide 1566 City with gross receipts. City will reimburse Company for costs Company incurs 1567 during time City is operating Company equipment. Subject to provisions of any 1568 labor agreements then in effect, Company shall provide the services of all or any 1569 personnel necessary for the Collection operations including, if City so desires, 1570 employees then employed by the Company. Company further agrees, if City so 1571 requests, to furnish City the services of any or all management or office personnel 1572 employed by Company whose services are necessary for Collection operations 1573 and for the Billing and collection of fees for these services. 1574 d) If the interruption or discontinuance of service is caused by any of the reasons 1575 listed in Section 16.01 and where the City can perform services and the Company 1576 cannot, the City shall pay to Company a reasonable rental value, for the period of 1577 the City’s possession, if any, which extends beyond the period of time for which 1578 Company has rendered bills to Customers in advance of service. 1579 e) Except as otherwise expressly provided in the previous Section, the City’s 1580 exercise of its rights under this Article: (i) does not constitute a taking of private 1581 property for which compensation must be paid; (ii) will not create any liability on 1582 the part of City to Company except for City negligence; and (iii) does not exempt 1583 Company from the indemnity provisions of Article 11, which are meant to extend 1584 to circumstances arising under this Section, provided that Company is not 1585 required to indemnify City against claims and damages arising from the 1586 negligence of City officers, employees, and agents in the operation of Collection 1587 vehicles during the time the City has taken possession of such vehicles. 1588
f) Duration of City’s Possession. City has no obligation to maintain possession of 1589 Company’s equipment and/or its use in Collection, Transportation, Processing, 1590 and Disposal for any period of time and may, at any time, in its sole discretion, 1591 relinquish possession to the Company. 1592
The City’s right to retain temporary possession of Company ’s equipment, and to 1593 provide Collection services, shall continue until Company can demonstrate to the 1594 City’s satisfaction that it is ready, willing, and able to resume such services or for 1595 one hundred eighty (180) calendar days, whichever occurs first. 1596 Article 11. INDEMNIFICATION, INSURANCE AND PERFORMANCE 1597 BOND 1598
11.01 General. Company agrees that it shall indemnify and hold harmless City, its 1599 officers, officials, employees, agents, assigns and any successor or successors to City’s interest, from 1600 and against any and all loss, liability, penalties, claims, demands, actions or suits, of every kind and 1601 description, arising or resulting from: (i) the negligent acts or omissions of Company , its agents, 1602 employees or subcontractors, in exercising the privileges granted to it by this Agreement; and (ii) the 1603 failure of Company, its agents, employees and/or sub contractors, to comply in all respects with the 1604 provisions and requirements of this Agreement. Company shall, upon demand of City, at Company's 1605 sole cost and expense, defend with an attorney chosen by Company and approved by the City (unless 1606 Company makes a reservation of rights with respect to any claim, in which case the City may engage 1607 separate counsel with reasonable costs and expenses to be reimbursed by Company) to defend City, 1608 its officers and/or employees against any and all claims, actions or suits in any legal proceedings, 1609 (whether judicial, quasi-judicial, administrative or legislative in nature) brought against City, its officers 1610 and/or employees arising or resulting from those situations described in (i) and (ii) above. 1611
11.01.1 Hazardous Waste. Company shall indemnify, defend with an attorney selected by 1612 City, protect and hold harmless City, its officers, officials, employees, agents, assigns and any 1613 successor or successors to City’s interest from and against all claims, actual damages (including 1614 but not limited to special and consequential damages), natural resources damages, punitive 1615 damages, injuries, costs, response, remediation and removal costs, losses, demands, debts, 1616 liens, liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, 1617 charges, penalties and expenses (including but not limited to attorneys’ and expert witness fees 1618 and costs incurred in connection with defending against any of the foregoing or in enforcing this 1619 indemnity) of any kind whatsoever paid, incurred or suffered by, or asserted against, City or its 1620 officers, employees or agents arising from or attributable to any repair, cleanup or detoxification, 1621 or preparation and implementation of any removal, remedial, response, closure or other plan 1622 (regardless of whether undertaken due to governmental action) concerning any Hazardous 1623 Waste at any place where Company stores or disposes of Solid Waste pursuant to this 1624 Agreement. The foregoing indemnity is intended to and shall be construed to operate as an 1625 agreement pursuant to Section 107(c) of the Comprehensive Environmental Response, 1626
Compensation and Liability Act, “CERCLA”, 42 U.S.C. Section 9067(e) and California Health and 1627 Safety Code Section 25364, to insure, protect, hold harmless and indemnify City from liability. 1628
11.01.1.1 The foregoing (i) shall not apply to the extent that any costs and 1629 damages arise out of the negligence or willful misconduct of City, its agents, employees, 1630 officers and contractors , the City’s breach of this Agreement, or the City’s intentional 1631 misconduct; (ii) is for the exclusive benefit of the City and in no event shall such indemnity 1632 inure to the benefit of any third party; (iii) shall not apply with respect to: (a) any 1633 Hazardous Waste or hazardous substance generated by the City or its agents and 1634 delivered by the City or its agents; (b) any materials delivered by Company to a Disposal 1635 facility or P rocessing Site designated by the City that is not owned or operated by 1636 Company, following such delivery, or (c) the D isposal or release of hazardous 1637 substances or Hazardous Waste, to the extent such Disposal or release has resulted 1638 from the negligence or willful misconduct of the City, its agents, employees, officers and 1639 contractors or third parties. 1640
11.01.2 Performance Levels; Indemnification. Subject to the restrictions set forth in 1641 Public Resources Code Section 40059.1, Company shall protect, defend, indemnify and hold 1642 City harmless against all fines or penalties imposed by the CalRecycle, or any other government 1643 agency with jurisdiction, in the event that the requirements of AB 939 and/or Applicable Law are 1644 not met by City with respect to the waste stream covered by this Agreement to the extent caused 1645 by Company’s failure to comply with this Agreement or Applicable Law. 1646
11.01.3 Franchise Award. Company understands and acknowledges that the award of 1647 this Agreement and related decisions may be subject to review and repeal by the City’s citizens 1648 through a referendum or similar petition, ( “Legal Challenge and Referendum”). For purposes of 1649 this provision, “Legal Challenge and Referendum” expressly excludes any claims arising from or 1650 brought under California Constitution Article XIII D. Accordingly, this Agreement shall not 1651 become effective until the City reasonably determines that (1) any Legal Challenge and 1652 Referendum that had been initiated in a timely manner has been resolved in favor of the City’s 1653 award of this Agreement to Company. Company shall reimburse City for the cost of any special 1654 election related to the award of this Agreement or related decisions, though such costs shall be 1655 recovered by Company through a one-time, temporary adjustment to the Rates, on the next 1656 annual adjustment to the Rates. 1657
11.01.4 Notwithstanding the provisions of this Section 11.01, Company shall not be 1658 required to appear or act in any litigation based upon the negligent acts or omissions of City. 1659
11.02 Insurance. Company shall obtain and shall require its subcontractors to obtain 1660 insurance of the types and in the amounts described below and satisfactory to City, provided that City 1661 may require increased insurance coverage limits over time to offset the effects of inflation. 1662
11.02.1 Commercial General Liability Insurance. Company shall maintain time of 1663 occurrence based commercial general liability insurance or equivalent form with a combined 1664 single limit of not less than five million dollars ($5,000,000) per occurrence. If such insurance 1665 contains a general aggregate limit, it shall apply separately to the Agreement or be no less than 1666 five million ($5,000,000) the occurrence limit. Such insurance shall: 1667
11.02.1.1 Include City, its officials, officers, employees, agents, and 1668 consultants, as additional insureds via blanket form endorsement with respect to 1669 performance of Solid Waste Management Services. Such additional insured status shall 1670 contain no special limitations on the scope of its protection to the above listed additional 1671 insureds. 1672
11.02.1.2 Be primary with respect to any insurance or self -insurance 1673 programs covering City, its officials, officers, employees, agents, and consultants. 1674
11.02.1.3 Contain standard separation of insureds provisions. 1675
11.02.2 Commercial Automobile Liability Insurance. Company shall maintain commercial 1676 automobile liability insurance or equivalent form with a combined single limit of not less than three 1677 million dollars ($3,000,000) per occurrence. Such insurance shall include coverage for owned, 1678 hired and non-owned automobiles. 1679
11.02.3 Workers' Compensation Insurance . Company shall maintain workers' 1680 compensation insurance with statutory limits and employers' liability insurance with limits of not 1681 less than three million dollars ($3,000,000) per accident. 1682
11.02.4 Pollution Liability Insurance: Company shall obtain coverage for the duration of this 1683 Agreement for pollution legal liability (environmental impairment liability) with a minimum limit of 1684 ten million dollars ($10,000,000) per incident and shall include investigation and legal defense, 1685 for bodily injury and property damage, loss of use of damaged property or of property that has 1686 not been physically damaged or destroyed. Such insurance must provide coverage for both on-1687 site and off-site cleanup costs and cover gradual and sudden pollution. 1688
11.02.5 Certificates/Insurer Rating/Cancellation Notice. 1689
11.02.5.1 Company shall, prior to commencement of the Solid Waste 1690 Management Services, furnish to City properly executed certificates of insurance, and 1691 copies of endorsements, which shall clearly evidence all insurance required in this 1692 Section. Insurance policies required by this agreement shall not be canceled except after 1693 thirty (30) days prior written notice has been given to the City. 1694
11.02.5.2 Company shall maintain such insurance from the time the Solid 1695 Waste Management Services commence until the Solid Waste Management Services 1696 are completed, except as may be otherwise required by this Section. 1697
11.02.5.3 Company shall place insurance with insurers having an A.M. Best 1698 Company rating of no less than A:VIII and licensed to do business in California. 1699
11.02.5.4 Company shall replace certificates, policies and endorsements for 1700 any insurance expiring prior to completion of the Solid Waste Management Services. 1701
11.03 Performance Bond. Prior to September 1, 2025, Company shall deposit with City 1702 either a letter of credit or a performance bond (collectively referred to as the "Perfor mance Bond") in 1703 the amount of Seven Hundred Thousand Dollars ($ 700,000). The Performance Bond shall serve as 1704 security for the faithful performance of Company of all of the provisions and obligations of this 1705 Agreement. The Performance Bond shall contain terms acceptable to City. If Company deposits a 1706 letter of credit with City, interest, if any, relating to any cash deposits that may exist with regard to that 1707 letter of credit shall accrue to Company. City may, at any point during the term of this Agreement, 1708 require that the amount of the Performance Bond be increased by an amount equal to the cumulative 1709 increase in the RRI since the Effective Date or since the last increase in the amount of the bond. 1710
11.04 Compliance with Environmental Regulations. Company, and all its employees, 1711 agents and subcontractors who have a reasonable probability of coming into contact with hazardous 1712 materials shall be adequately trained to report the observance of hazardous materials in accordance 1713 with all applicable laws and regulations. Company shall comply with all Applicable Laws and 1714 regulations relating to the care and protection of the environment in the performance of Solid Waste 1715 Management Services or any portion thereof. 1716
Article 12. TERMINATION AND OTHER REMEDIES 1717
12.01 Termination. If the City determines that Company’s performance pursuant to this 1718 Agreement does not conform with the provisions of this Agreement, City shall advise Company in 1719 writing of such deficiencies. City may, in such written instrument, set a reasonable time by which to 1720 correct all deficiencies. Unless a greater of amount of time is otherwise specified, a reasonable time 1721 for correction shall be sixty (60) days from the receipt by Company of such written notice or if by reason 1722 of the nature of such breach, the same cannot be remedied within 60 calendar days following receipt 1723 by Company of written demand from City to do so, Company fails to commence the remedy of such 1724 breach within said 60 calendar days following such written notice or having so commenced shall fail 1725 thereafter to continue with diligence the curing thereof. In any dispute concerning failure to remedy or 1726 diligence in pursuing a cure, Company shall have the burden of proof to demonstrate (a) that the 1727 breach cannot be cured within 60 calendar days, and (b) that it is proceeding with diligence to cure 1728 said breach, and such breach will be cured within a reasonable period of time. The City Manager shall 1729 review Company’s response and refer the matter to the City Council or decide the matter and notify 1730 Company of that decision to terminate, in writing. A decision or order of the City Manager to terminate 1731 this Agreement shall be final and binding on Company if Company fails to file a “Notice of Appeal” with 1732 City within sixty (60) days of receipt of City Manager’s notice to terminate . Within ten (10) working 1733 days of receipt of a Notice of Appeal, the City Manager shall either refer the appeal to the City Council 1734 for proceedings in accordance with this Article. City Council Review . If referred to the City Council, 1735
the matter shall be set for hearing by the City Clerk. The City Clerk shall give Company, and any other 1736 person requesting notice thirty (30) days written notice of the time and place of the hearing. At the 1737 hearing, the City Council shall consider the report of the City Manager indicating the deficiencies, and 1738 shall give Company, and any other interested person, a reasonable opportunity to be heard including 1739 the opportunity to submit documents, testimony and other information for the City Council’s review 1740 and consideration. 1741
12.01.1 City Council Determination. Based on the evidence presented at the public 1742 hearing, the City Council shall determine by resolution whether this Agreement should be 1743 terminated. If, based upon the record, the City Council determines that the performance of 1744 Company is in breach of any material term of this Agreement, and Company has failed to cure 1745 said breach as provided in this Section 12.01, the City Council, in the exercise of its sole 1746 discretion, may terminate forthwith this Agreement. The decision of the City Council shall be final 1747 and conclusive, subject to Company ’s rights under Applicable Law . Company’s performance 1748 under this Agreement is not excused during the period of time prior to the City Council’s final 1749 determination as to whether such performance is deficient. 1750
12.01.2 Effective Date of Termination. The City shall provide an effective date of 1751 termination for any notice provided under this Section 12.01 that shall be up to eighteen (18) 1752 months from completion of any proceedings required under this Section. 1753
12.02 Rights Cumulative and Not Exclusive . This right of termination or to impose 1754 Liquidated Damages is in addition to any other rights of City upon a failure of Company to perform its 1755 obligations under this Agreement. 1756
12.03 Other Grounds for Termination . City further reserves the right to terminate 1757 Company’s franchise or impose Liquidated Damages in the event of any of the following: 1758
12.03.1 Fraud or Deceit. If Company practices, or attempts to practice, any fraud or deceit 1759 upon City. 1760
12.03.2 Insolvency. If Company becomes insolvent, unable or unwilling to pay its debts, or 1761 upon listing of an order for relief in favor of Company in a bankruptcy proceeding. 1762
12.03.3 Insurance. If Company fails for any period of time to provide or maintain in full force 1763 and effect, the Workers’ Compensation, liability and indemnification insurance coverages or 1764 performance bond as required by this Agreement, and/or fails to provide timely notice that any 1765 required bond or policy of insurance has expired or been terminated or policy of insurance has 1766 expired or been terminated , and Company fails to cure said breach within seven (7) days after 1767 receiving written notice from City. 1768
12.03.4 Willful Violations . If Company willfully violates any o rders or rulings of any 1769 regulatory body having jurisdiction over Company relative to this Agreement, provided that 1770
Company may contest any such orders or rulings by appropriate proceedings conducted in good 1771 faith, in which case no breach of this Agreement shall be deemed to have occurred. 1772
12.03.5 Cessation of Services. If Company ceases to provide Solid Waste Management 1773 Services as required under this Agreement over all or a substantial portion of its Service Area for 1774 a period of three (3) days or more, for any reason within the control of Company , and not 1775 otherwise excused by applicable provisions of this Agreement. 1776
12.03.6 Failure to Make Payment. If Company willfully fails to make any payments required 1777 under this Agreement and/or refuses to provide City with required information, reports and/or test 1778 results in a timely manner as provided in this Agreement and fails to cure said breach within 1779 seven (7) days after receiving written notice from City. 1780
12.03.7 Crimes. If Company, one of its officers or managers, or a business controlled by 1781 Company is found guilty of any felony or misdemeanor involving crimes of moral turpitude relating 1782 to Solid Waste Management Services or is found liable for violation of a law relating to antitrust, 1783 unfair trade practices, or intentional improper dumping of Hazardous Waste. 1784
12.03.8 City Events of Default . The following shall be City Events of Default, following 1785 which Company may terminate this Agreement by giving City thirty (30) calendar days advance 1786 written notice: 1787
12.03.8.1 City has failed or refused to perform or observe the terms, 1788 conditions or covenants in this Agreement, provided that said breach is not cured within thirty (30) calendar 1789 days of receipt of written notice from Company to do so, or if by reason of the nature of such breach, the 1790 same cannot be remedied within thirty (30) calendar days following receipt by City of written demand from 1791 Company to do so, City fails to commence the remedy of such breach within said thirty (30) calendar days 1792 following such written notice or having so commenced shall fail thereafter to continue with diligence the 1793 curing thereof. In any dispute concerning failure to remedy or diligence in pursuing a cure, City shall have 1794 the burden of proof to demonstrate (a) that the breach cannot be cured within thirty (30) calendar days, and 1795 (b) that it is proceeding with diligence to cure said breach, and such breach will be cured within a reasonable 1796 period of time. In the event that City fails to cure any breach pursuant to this provision, Company shall have 1797 the right to terminate this Agreement. Company shall provide written notice of termination to City upon City’s 1798 failure to cure and this Agreement shall terminate one (1) year after service of such notice. 1799 Article 13. LIQUIDATED DAMAGES 1800
13.01 Intent. Co mpany acknowledges and agrees that one of City’s primary goals in 1801 entering into this Agreement is to ensure that the Solid Waste Collection is of the highest caliber, that 1802 Customer satisfaction remains at the highest level, that maximum Diversion levels are achieved, and 1803 that materials Collected are put to the highest and best use to the maximum extent possible. 1804
13.02 Liquidated Damages and Penalties. Quality performance by the Co mpany is of 1805 primary importance. In acknowledgement of this, Co mpany agrees to pay City Liquidated Damages 1806
and Penalties as detailed in Exhibit H should Company fail to meet certain of its responsibilities under 1807 this Agreement. Should Company be in breach of such responsibilities, it is mutually understood and 1808 agreed that the public will necessarily suffer damages and that such damages, from the nature of the 1809 default in performance, will be extremely difficult and impractical to fix. City finds, and the Co mpany 1810 agrees, that as of the time of the execution of this Agreement, it is impractical, if not impossible, to 1811 reasonably ascertain the extent of damages which will be incurred by City as a result of a breach by 1812 Company of such obligations under this Agreement. The factors relating to the impracticability of 1813 ascertaining damages include, but are not limited to, the fact that: (i) substantial damage results to 1814 members of the public who are denied services or denied quality or reliable service; (ii) such breaches 1815 cause inconvenience, anxiety, frustration, and deprivation of the benefits of this Agreement to 1816 individual members of the general public for whose benefit this Agreement exists, in subjective ways 1817 and in varying degrees of intensity which are incapable of measurement in precise monetary terms; 1818 (iii) services might be available at substantially lower costs than alternative services, and the monetary 1819 loss resulting from denial of services or denial of quality or reliable services is impossible to calculate 1820 in precise monetary terms; and (iv) the termination of this Agreement for such breaches, and other 1821 remedies are, at best, a means of future correction and not remedies which make the public whole for 1822 past breaches. 1823
13.03 Procedure for Review of Liquidated Damages . The City Manager or their 1824 designee may assess Liquidated Damages and Penalties as specified in Exhibit H pursuant to this 1825 Agreement quarterly. At the end of each Quarter during the Term of this Agreement, the City Manager 1826 or their designee will issue a written notice to Co mpany (“Notice of Assessment”) of the Liquidated 1827 Damages and Penalties assessed and the basis for each assessment. 1828
13.03.1 The assessment will become final unless, within ten (10) calendar days of the date 1829 of the notice of assessment, Company provides a written request for a meeting with the City 1830 Manager to present evidence that the assessment should not be made. 1831
13.03.2 The City Manager or their designee will schedule a meeting between Company 1832 and the City Manager as soon as reasonably possible after timely receipt of Company’s request. 1833
13.03.3 The City Manager will review C ompany’s evidence and render a decision 1834 sustaining or reversing the Liquidated Damages and Penalties as soon as reasonably possible 1835 after the meeting. Written notice of the decision will be provided to Company. 1836
13.03.4 In the event Company does not submit a written request for a meeting within ten 1837 (10) calendar days of the date of the Notice of Assessment, the City Manager’s determination 1838 will be final. 1839
13.03.5 City’s assessment or collection of Liquidated Damages and Penalties will not 1840 prevent City from exercising any other right or remedy, including the right to terminate this 1841 Agreement, for Company’s failure to perform the work and services in the manner set forth in this 1842 Agreement. 1843
13.03.6 City must make a claim for Liquidated Damages within two years of the underlying event. 1844
13.04 Resolution of Other Non-Compliance Matters. 1845
13.04.1 Notice of Non- Compliance. In the event the City identifies a term or condition of 1846 the franchise agreement that it believes the Company is not, or has not complied with, that is not 1847 addressed in Exhibit H, it may issue a written Notice to the Co mpany of its findings (“Notice”). 1848 That Notice shall specify the specific section or sections of the franchise agreement that the City 1849 believes the Co mpany is not in compliance with and the basis for its determination of non-1850 compliance. The Notice shall also set a reasonable time within which correction of such event of 1851 non-compliance shall be made. Unless a longer or shorter time is otherwise specified by the City 1852 Manager or their designee, a reasonable time for correction shall be sixty (60) days from the date 1853 such written notice is given. 1854
13.04.2 Within five (5) business days of receipt of the City’s Notice, Company may provide 1855 a written request for a meeting with the City Manager or their designee, to present evidence that 1856 it is in fact in compliance, present evidence of extenuating circumstances, or otherwise discuss 1857 the Notice. If the Co mpany requests a meeting with the City Manager, it shall have sixty (60) 1858 days from the date of such meeting to correct the event of non- compliance, unless otherwise 1859 agreed to by the City Manager or their designee. 1860
13.04.3 Failure to Cure. If C ompany fails to correct, to the reasonable satisfaction of the 1861 City Manager or their designee, all deficiencies contained in the written Notice thereof within the 1862 required time set forth herein, or if it is not reasonably possible to correct such deficiencies within 1863 the specified time, and Company fails to commence to correct or remedy such deficiencies within 1864 the specified time and diligently effect such correction or remedy thereafter, then the City 1865 Manager may pursue its remedies set forth in this Agreement , including but not limited to 1866 termination, and under Applicable Law. 1867
13.05 Uncontrollable Circumstances. 1868
13.05.1 If either party is prevented from or delayed in performing its duties under this 1869 Agreement by circumstances beyond its control, whether or not foreseeable, including, without 1870 limitation, acts of terrorism, landslides, lightning, wildfires within or adjacent to the City , storms, 1871 floods, severe weather, freezing, earthquakes, other natural or man- made disasters, the threat 1872 of such natural or man- made disasters, pandemics (or threat of same), quarantines, civil 1873 disturbances, acts of the public enemy, wars, blockades, public riots, third party strikes, third 1874 party lockouts or other third party labor disturbances, acts of government or governmental 1875 restraint, or other causes, whether of the kind enumerated or otherwise, that are not reasonably 1876 within the control of the affected party, then the affected party will be excused from performance 1877 hereunder during the period of such disability. 1878
13.05.2 The party claiming excuse from performance must promptly notify the other party 1879 when it learns of the existence of such cause, including the facts constituting such cause, and 1880 when such cause has terminated. 1881
13.05.3 The interruption or discontinuance of services by a party caused by circumstances 1882 outside of its control will not constitute a default under this Agreement. 1883 1884
Article 14. RECORDKEEPING AND REPORTING 1885
14.01 Financial and Operational Records. Company shall maintain complete and 1886 accurate financial accounting records with respect to billings, G ross Revenue, and other such 1887 information reasonably required to verify performance of Company’s obligations under this Agreement, 1888 or to support a requested rate adjustment. All such records shall be maintained in accordance with 1889 generally accepted accounting principles. 1890
14.02 Other Records. In addition to financial records, Company shall maintain complete 1891 and accurate records to verify performance of all aspects of Company ’s obligations under this 1892 Agreement including, but not limited to: collection route maps; customer lists and payment records; 1893 Recyclable Materials and Organic Materials Collection participation and setout rates; weight of 1894 material Collected by type; tonnage of materials listed by Processing or Disposal Site where such 1895 materials were delivered; facilities, equipment, and personnel used; facilities and equipment 1896 operations, maintenance, and repair; local enforcement agency records of inspection; truck inspection 1897 records; customer C omplaints and other like materials; and records for other programs tailored to 1898 specific needs, including plans, tasks, and milestones; and accomplishments in terms such as dates 1899 and activities conducted; provided, however, that Company shall not be required to maintain records 1900 in contravention of the California Consumer Privacy Act or any of its implementing regulations, as may 1901 be amended. Also, Company agrees to conduct data collection, information and record keeping, and 1902 reporting activities needed to comply with and to meet the reporting and Solid Waste program 1903 management needs of City, the Act, and other Applicable Laws, and requirements of this Agreement. 1904
14.03 Customer Service Records. Records shall be maintained by Company for City 1905 related to: 1906
14.03.1 Number of calls (will be an estimate based on allocation); 1907
14.03.2 Average speed of answer (ASA); 1908
14.03.3 Categories (missed pickups, Complaints, damage, etc.) of calls; 1909
14.03.4 Complaint log as described in Section 9.04; and 1910
14.03.5 New Customer log. 1911
14.04 CERCLA Defense Records. City views its ability to defend itself against 1912 Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and related 1913 litigation as a matter of great importance. For this reason, the City regards its ability to prove where 1914 Solid Waste Collected in the City was taken for Transfer or Disposal, as well as where it was not taken, 1915 to be matters of concern. Company shall maintain, retain, and preserve records which can establish 1916 where Solid Waste Collected in the City was disposed (and therefore establish where it was not). This 1917 provision shall survive the expiration or earlier termination of this Agreement. Company shall maintain 1918 these records for a minimum of ten (10) years beyond expiration or earlier termination of the 1919 Agreement. Company shall provide these records to City (upon request or at the end of the record 1920 retention period) in an organized and indexed manner rather than destroying or disposing of them. 1921
14.05 Manner of Record Keeping . All records required to be kept by Company shall 1922 be clearly identified and readily accessible, within reason. Company shall provide free, pre-scheduled 1923 access to the representatives of City or their agent during all normal business hours to such books or 1924 records required to be maintained in Sections 14.01, 14.02, 14.03 and 14 .04, and give the City the 1925 right to examine and audit same, and to make transcripts therefrom or copies as necessary and City 1926 shall maintain the confidentiality of records that contain business confidential, proprietary and/or trade 1927 secret information to the extent permitted by Applicable Law, including the California Public Records 1928 Act. 1929
Because it is not possible to accurately anticipate all of the conditions giving rise to the need 1930 for information, to the extent, such requirements are set out in this and other Articles of this Agreement, 1931 they shall not be considered limiting or necessarily complete. In particular, this Article is intended to 1932 only highlight the general nature of records and reports and their minimum content and is not meant 1933 to comprehensively define what the records and reports are to be and their content. Further, with the 1934 written direction by or approval of City, and with agreement from Company , the records, and reports 1935 to be maintained and provided by Company in accordance with this and other Article s of the 1936 Agreement shall be adjusted in number, format, or frequency, and if such adjustment results in 1937 significant additional costs to the Company, the City shall compensate Company for its increased 1938 record keeping and reporting costs. Records and reporting may be revised to reflect current record 1939 keeping and reporting requirements. 1940
To adjust Company ’s compensation in the event of City -requested changes in accordance 1941 with Section 6.04 or in the event of special Rate review in accordance with Section 7.03 and support 1942 its obligations under Section 8.08 of this Agreement, Company must maintain relevant, accurate, 1943 detailed, financial and operational information in a consistent format, and must make such information 1944 available to the City in a timely fashion. 1945
14.06 Retention of Records . Unless otherwise required in this Article, Company shall 1946 retain all records and data required to be maintained by this Agreement for the Term of this Agreement 1947 plus five (5) years after its expiration or earlier termination. Records and data shall be in chronological 1948 and organized form and readily and easily accessible , within reason. At the City’s request, records 1949 and data required to be maintained that are specifically directed to be retained shall be retrieved in a 1950
timely manner by Company and made available to the City. Records and data required to be 1951 maintained that are not specifically directed to be retained and that are not material to a rate review 1952 nor required for the determination of the Company’s performance, need not be retrieved by Company. 1953 In such a case and when such records and data are required to but are not retained by the Company, 1954 the City may make reasonable assumptions regarding what information is contained in such records 1955 and data. 1956
14.07 Record Security. Company shall maintain adequate record security to preserve 1957 records from events that can be reasonably anticipated such as a fire, theft, and an earthquake. 1958 Electronically maintained data and records shall be protected and backed-up. 1959
14.08 General Reporting Requirements. Where practical, records shall be maintained 1960 in forms and by methods that facilitate flexible use of data contained in them to structure reports, as 1961 needed. Certain reports are intended to compile recorded data into useful forms of information that 1962 can be used to, among other things: 1963
14.08.1 Set Rates; 1964
14.08.2 Evaluate the financial efficacy of operations; 1965
14.08.3 Evaluate past and expected progress towards achieving the Company’s diversion 1966 goals and objectives; 1967
14.08.4 Determine needs for adjustment to programs; and 1968
14.08.5 Evaluate Customer service and Complaints. 1969
14.08.6 Company may propose report formats that are responsive to the objectives and 1970 audiences for each report. The format of each report shall be mutually agreeable. Company 1971 agrees to email reports in a format compatible with City’s software and computers in the event it 1972 may do so at no significant additional cost. 1973
14.08.7 Monthly reports shall be submitted within thirty (30) calendar days after the end of 1974 the reporting month. Quarterly reports shall be submitted within forty-five (45) calendar days after 1975 the end of the report quarter. Annual reports shall be submitted no later than forty -five (45) 1976 calendar days after the end of the calendar year. 1977
14.08.8 All reports shall be emailed to City Manager or their designee. 1978
14.09 Monthly Reports. Monthly reports shall include: 1979
14.09.1 An accounting of each month’s performance relative to the Performance Standards 1980 listed in Exhibit H for which monthly reporting is indicated. 1981
14.09.2 The number of Tons (gallons or numbers of filters), separately calculated, for Cart, 1982 Bin, Roll-Off/Compactor Service (combined), Green Waste and/or Organic Waste, and used oil 1983 and oil filters, collected and delivered to the Designated Disposal Site and/or Recyclables and 1984 Organic Waste Processing Facilities. 1985
14.09.3 The quantity of Organic Waste Collected in Organic Waste Carts for each route, 1986 average weight of Green Waste collected in the street for each route, and amount of debris 1987 collected for each route during Street Sweeping operations. 1988
14.09.4 Occurrences of Overages and Contamination per S ection 8.05, including 1989 addresses, dates and photos. Upon successful implementation of Overage and Contamination 1990 process per Section 8.05 and Exhibit C , City and Company may mutually agree to reduce 1991 frequency of this reporting. 1992
14.09.5 The Franchise Fee and any other payments to the City, and Monthly Remittances. 1993
14.10 Quarterly Reports. Quarterly reports shall include: 1994
14.10.1 An accounting of each quarter’s performance relative to the Performance 1995 Standards listed in Exhibit H for which quarterly reporting is indicated: 1996
14.10.2 Detailed review of the number and type of complaints received over the past 1997 quarter, including how they were resolved and the elapsed time between receipt of the first 1998 complaint and final resolution of the complaint. Complaints are to be summarized by type. 1999
14.10.3 A summary narrative of problems encountered with Collection and Processing 2000 activities and actions taken. Information shall include the type and number of notification tags left 2001 at Customer locations for Customers with multiple violations; haul -or-call tags; instances of 2002 property damage or injury, poaching, or scavenging; significant changes in operation; market 2003 factors; and publicity conducted. 2004
14.10.4 A summary of a log on praises and complaints and resolutions of complaints, 2005 including a summary of the type and number of complaints. The Company shall provide a record 2006 of all calls related to missed pickups and responses to such calls. The quarterly report may 2007 include the monthly report that is due that month, in one document. 2008
14.10.5 For information provided by the Company pursuant to the Public Education 2009 Program (Exhibit A.7): 2010
14.10.5.1 Copies of all such information (including flyers, brochures, 2011 newsletters, invoice messaging, website and social media postings, mass emails, and 2012 other mass electronic messages). 2013
14.10.5.2 The date the information was disseminated or the direct contact 2014 made. For website and social media postings, this shall be the date posted. 2015
14.10.5.3 To whom the information was disseminated or the direct contact 2016 made. For mass distributions such as mailings or bill inserts, Co mpany may provide the 2017 type and number of accounts receiving the information, rather than listing each recipient 2018 individually. 2019
14.10.5.4 Notwithstanding any other provision, Co mpany shall not be 2020 required to track or provide copies of emails, texts, or other electronic communications 2021 with individual Customers (e.g. if a CSR answers a Customer’s question). 2022
14.10.6 For Route Reviews (per Exhibit A.11): 2023
14.10.6.1 The date the review was conducted. 2024
14.10.6.2 The name and title of each person conducting the review. 2025
14.10.6.3 A description of each Hauler Route reviewed, including 2026 Company’s route number. 2027
14.10.6.4 A list of the account names and addresses where Container 2028 inspections were performed. 2029
14.10.6.5 The results of such review (i.e. the addresses where any 2030 Prohibited Container Contaminants were found). 2031
14.10.6.6 Copies of any educational materials issued pursuant to such 2032 reviews (other than notices of Prohibited Container Contaminants, which are covered 2033 below). 2034
14.10.7 The following documentation relating to Prohibited Container Contaminants 2035 observed during Route Reviews: 2036
14.10.7.1 Copies of the form of each notice issued by Company to 2037 Customers for Prohibited Container Contaminants, as well as, for each such form, a list 2038 of the Customers to which such notice was issued, the date of issuance, the Customer’s 2039 name and service address, and the reason for issuance (if the form is used for multiple 2040 reasons). 2041
14.10.7.2 The number of times notices were issued to Customers 2042 for Prohibited Container Contaminants. 2043
14.10.7.3 The number of Containers where the contents were 2044 disposed due to observation of Prohibited Container Contaminants. 2045
14.10.7.4 The quarterly report may include the monthly and report 2046 that are due in that quarter, in one document. 2047
14.11 Annual Reports. Annual reports shall include:: 2048
14.11.1 An accounting of the annual performance relative to the Performance Standards 2049 listed in Exhibit H for which annual reporting is indicated. 2050
14.11.2 Reviewed financial statements by an independent external auditor selected by the 2051 Company. Reviewed financial statements shall identify any changes to franchised and non-2052 franchised shar ed cost allocations or other factors that would materially impact the reported 2053 franchised expense. The Company will pay all review costs. 2054
14.11.3 A summary of the prior year’s monthly Company Rates, Franchise Fee, any other 2055 payments to City, and Monthly Remittances. 2056
14.11.4 Account data submitted electronically in software acceptable to the City (including, 2057 without limitation, Excel), including the number of accounts for each Service category. 2058
14.11.5 Changes to Recyclable Materials (Exhibit H) denoting materials moving on or off 2059 the list due to changes in Recyclables market. 2060
14.11.6 Public education and information activities undertaken during the year, including 2061 distribution of bill inserts, Collection notification tags, community information and events, and 2062 other activities related to the provision of Collection Services. The report shall include a narrative 2063 assessment of the impact of these activities on Recycling and Organic Waste participation and 2064 amounts collected from Residential Premises , Multi- Family Dwellings, and Commercial 2065 Customers. An annual public education plan will be submitted to the City as described in Exhibit 2066 A.7. 2067
14.11.7 The number of Tons, calculated separately, for Cart, Bin, Debris Box and 2068 Compactor Service collected and delivered to the Designated Disposal Site, Recyclables 2069 Processing Site, and Organic Waste Processing Site or Sites. The number of Customer accounts 2070 shall be indicated by Customer classification level for Residential Premises, Multi - Family 2071 Dwellings, and Commercial Customers. The information shall include the number of Bins, Debris 2072 Boxes, Compactors and Carts distributed by size and Customer type. This effort will include 2073 route/service verification by the Company prior to submittal of the information to the City. 2074
14.11.8 Annual reports are to include historical totals for each prior calendar for all reported 2075 information as applicable, and a comparison of the current year’s performance relative to prior 2076 year’s performance. 2077
14.11.9 Annual reports may include the monthly and quarterly reports that are due in 2078 December, in one document. 2079
14.12 Additional Reporting. Company must furnish City with any additional information 2080 or reports as may reasonably be required requested by the City. S uch reports are to be prepared 2081 within a reasonable time following the reporting period. City may also require Company to make 2082 changes to the content and/or format of existing reports. 2083 Article 15. PERFORMANCE REVIEWS 2084
15.01 Selection and Cost. City may conduct up to two (2) billing audit and performance 2085 reviews (together, “reviews”) of Company ’s performance during the term of this Agreement, as 2086 provided herein. The reviews will be performed by the City or a qualified firm under contract to City. 2087 City will have the final responsibility for the selection of the firm. City may conduct reviews at any time 2088 during the term of the Agreement. The City shall pay the full cost of any reviews it conducts during the 2089 term of the Agreement. 2090
15.02 Purpose. The reviews will be designed to verify Customer billing rates have been 2091 properly calculated and correspond to the level of service received by the Customer , verify Company 2092 is correctly billing for all services provided, the fees set forth in Section 3 of this Agreement have been 2093 properly calculated and paid to City, and verify Company’s compliance with the reporting 2094 requirements. City (or its designated consultant) may review various documents essential to the review 2095 process, including, but not limited to, billing data and Franchise Fee remittances. 2096
15.03 Company’s Cooperation . Company shall cooperate fully with the review and 2097 provide all relevant requested data, including operational data, financial data and other data 2098 reasonably requested by City within sixty (60) Business Days of the request. 2099
15.04 Other Information. Company shall provide City with a copy of all reports, or other 2100 material adversely affecting Company’s ability to perform Solid Waste Management Services, which 2101 may include reports related to any L andfill used by Company during the term of this Agreement, and 2102 papers submitted by Company to any court or local, state, regional, or federal regulatory agency, or 2103 received from such an agency or court. If sent by Company, the copy shall be sent simultaneously 2104 with submission to the agency. If received from an agency or court, the copy must be mailed to City 2105 within thirty (30) Business Days. 2106
Article 16. GENERAL PROVISIONS 2107
16.01 Labor Unrest. In the event of l abor unrest conducted by Company’s employees 2108 or directed at Company , including but not limited to strike, work stoppage or slowdown, sick -out, 2109 picketing, or other concerted job action, Company’s performance will be excused provided that it 2110 complies with this following: 2111
16.01.1 Complies with Contingency Plan as included in Exhibit J. 2112
16.01.2 Notify the City Manager sixty (60) days prior to the expiration of its drivers’ labor 2113 agreement. 2114
16.02 Annexation. In the event that any community, neighborhood or other territory is 2115 hereafter annexed to City, Solid Waste Management Services shall be provided to such area by 2116 Company pursuant to this Agreement, subject to any rights the existing Solid Waste Franchisee in 2117 such territory may have to continue providing services in such territory and subject to Company 2118 acquiring equipment and other resources needed to service the annexed territory. City agrees to give 2119 all required notice and to do all acts necessary under applicable statutes to accomplish this result as 2120 soon as permissible by law. 2121
16.03 Independent Contractor. It is expressly understood and agreed that Company 2122 shall perform all work and services described as an independent contractor and not as an officer, 2123 agent, servant or employee of City; that Company shall have the exclusive control over the details of 2124 the services and work performed hereunder and all persons performing the same; that Company shall 2125 be solely responsible for the acts and omissions of its officers, agents, employees, contractors and 2126 subcontractors, if any; and that nothing shall be construed as creating a partnership or joint venture 2127 between City and Company. Neither Company nor its officers, employees, agents or subcontractors 2128 shall obtain any rights to retirement benefits, workers' compensation benefits or any other benefits 2129 which accrue to City employees. 2130
16.04 Governing Law and Venue. It is understood and agreed by the Parties that the 2131 law of the State of California shall govern the interpretation of this Agreement. Any action to interpret 2132 or enforce this Agreement shall be brought and maintained exclusively in the courts of and for Yolo 2133 County. 2134
16.05 Fees and Gratuities. Company shall not, nor shall it permit any agent, employee 2135 or subcontractor employed by it to request, solicit, or demand either directly or indirectly, any 2136 compensation or gratuity for the collection of Solid Waste, Organics, or Recyclables otherwise required 2137 to be collected under this Agreement. Company shall not, nor shall it permit any agent, employee or 2138 subcontractor employed by it to accept any monetary compensation or gratuity for the collection of 2139 Solid Waste otherwise required to be collected under this Agreement. 2140
16.06 Amendment. Except as may otherwise be specifically provided in this Agreement, 2141 this Agreement may be amended or modified only by a written agreement duly authorized and 2142 executed by both City and Company. 2143
16.07 Assignment and Transferability . Except as provided in this Article 16, this 2144 Agreement is not assignable or transferable in whole or in part by Company, voluntarily, involuntarily, 2145 or by operation of law or otherwise except by written amendment to this Agreement signed by both 2146 Parties. Any request made to City by Company for approval of an assignment or transfer of this 2147 Agreement shall be accompanied by a non-refundable deposit in the amount of Fifty Thousand Dollars 2148 ($50,000) to cover City’s costs, including attorneys’ fees, in evaluating the proposed assignee or 2149 transferee and the potential benefit or detriment to City of the proposed assignment or transfer. In 2150 addition, the Solid Waste Management Services called for in this Agreement, as opposed to the 2151
ancillary services such as oil spill clean -up, shall not be subcontracted for by Company without the 2152 City’s prior written approval. 2153
16.07.1 The sale, transfer, assignment , or hypothecation of a majority ownership 2154 interest in Company to an Affiliated Company shall not be deemed an assignment within the 2155 meaning of this Section. 2156
16.07.2 However, “assignment” shall include, but not be limited to: (i) a sale, exchange 2157 or other transfer of substantially all of Company ’s local, regional, and/or corporate assets 2158 dedicated to service under this Agreement to a third party; (ii) a sale, exchange or other transfer 2159 of ten percent (10%) or more of the local, regional, and/or corporate assets, stock, or ownership 2160 of Company to a Person (other than a transfer of shares in Company by the owner of such shares 2161 to a revocable trust for the benefit of his or her family or to another owner of shares in Company 2162 or as provided in Section 16.07.1); (iii) any reorganization, consolidation, merger, recapitalization, 2163 stock issuance or re-issuance, voting trust, pooling agreement, escrow arrangement, liquidation 2164 or other transaction to which Company or any of its shareholders is a party which results in a 2165 change of ownership or control of fifty percent (50%) or more of the value or voting rights in the 2166 local, regional, and/or corporate stock of Company (except as provided in Section 16.0 7.1); (iv) 2167 divestiture of an Affiliated Company used by Company to fulfill its obligations under this 2168 Agreement; and, (v) any combination of the foregoing (whether or not in related or 2169 contemporaneous transactions) which has the effect of any such transfer or change of local, 2170 regional, and/or corporate ownership and/or control of Company. 2171
16.07.3 Any dispute between the City and the Company with respect to a determination 2172 of whether a sale, transfer, assignment, subcontracting, or hypothecation of a number of shares 2173 or other units of ownership in Company has occurred or will occur shall be subject to referee 2174 pursuant to Code of Civil Procedure Section 638, et seq. with the presiding judge of the Alameda 2175 County Superior Court. 2176
16.08 Subcontracting. Company shall not engage any s ubcontractors for Collection of Solid 2177 Waste, Recyclable Materials, or Organic Waste without the prior written consent of the City. Company’s 2178 use of subcontractor(s) does not in any way limit the Company’s obligations under this Agreement. The 2179 City reserves the right to require Company to replace a subcontractor in the event of a regulatory or 2180 criminal judgment against a subcontractor and a legal judgment against a subcontractor that is related 2181 to performance under this Agreement. 2182
16.09 Compliance with Applicable Law . Company agrees that it will comply with all 2183 provisions of the Applicable Law, including City’s business license ordinance, and will obtain all 2184 licenses and permits, and pay all taxes and fees, required under the Applicable Law. 2185
16.10 Notices. All notices, demands, requests, consents , or other communications 2186 which this Agreement contemplates, authorizes, requires or permits either Party to give to the other, 2187 shall be in writing and shall be personally delivered; or sent by overnight mail, delivery service, or 2188
registered or certified mail, postage prepaid, return receipt requested; all addressed to the respective 2189 Party as follows: 2190
To City:
Copy to:
To Company:
City of Woodland
300 First Street
Woodland, CA 95695
Attn: City Manager
Best Best & Krieger LLP
1333 N. California Blvd., Suite 220
Walnut Creek, CA 94596
Attn: Malathy Subramanian
USA Waste of California, Inc.
1333 E. Turner Rd.
Lodi, CA 95241
Attn: President
Copy to: WM
222 S. Mill Avenue, Suite 301
Tempe, AZ 85281
Attn: Senior Legal Counsel
or to such other address as either Party may from time to time designate by notice to the other 2191 given in accordance with this Section. Such notice shall be deemed effective on the date 2192 personally served or, if mailed, three (3) days from the date such notice is deposited in the 2193 mail. 2194
16.11 Savings Clause and Entirety. If any provision of this Agreement shall for any 2195 reason be held to be invalid or unenforceable, the invalidity or unenforceability of such provision shall 2196 not affect any of the remaining provisions of this Agreement. 2197
16.12 Attorney’s Fees. In the event of any claim or action or proceeding brought by 2198 either Party against the other under or in connection with the subject matter of this Agreement, the 2199 prevailing Party shall be entitled to recover from the losing Party as part of the judgment in such action 2200 all reasonable costs, expenses, and attorneys' fees, including those costs, expenses and attorneys' 2201 fees incurred in defending any counterclaim or cross-complaint brought in such action and incurred in 2202 any appeals, all in such amount as the court shall judge reasonable. 2203
16.13 Entire Agreement . Commencing on the Effective Date, this Agreement 2204 supersedes any previous agreements either oral or written by the Parties and represents the entire 2205 understanding between the Parties; provided, however, that this Agreement shall not relieve either 2206
Party of any financial obligations that may have existed under the former franchise agreement subject 2207 to Section 2.09. 2208
16.14 Changes in Law. In the event that new or amended local, state or federal laws or 2209 regulations are enacted after the Effective Date, or if existing laws or regulations are challenged and 2210 overturned, and such has the effect of materially altering the terms of this Agreement or preventing or 2211 precluding compliance with one or more provisions of this Agreement, such provisions of this 2212 Agreement shall be modified or suspended by the mutual agreement of the Parties as may be 2213 necessary to comply with such new or amended local, state or federal laws or regulations. SB 54 2214 Regulations and Extended Producer Responsibility Regulations adopted after the Effective Date shall 2215 be considered a Change in Law . The City and the Company shall enter into good faith negotiations 2216 regarding such an amendment of this Agreement that reflects the extent to which the provisions hereof 2217 have been so modified or suspended and shall also modify Company’s compensation pursuant to 2218 Section 7.01 2219
16.15 Transition to Next Contractor. In the event Company is not awarded an 2220 agreement to continue to provide Solid Waste Management Services following the expiration or early 2221 termination of this Agreement, Company shall cooperate fully with City and any subsequent 2222 contractors to assure a smooth transition of services as described in this Agreement. Such cooperation 2223 shall include but not be limited to: providing routing information, route maps, vehicle fleet information, 2224 and list of Customers (which identify routes, service levels, scheduled collection days, and any special 2225 collection notes), account and billing information; providing a complete inventory of all Containers; 2226 providing adequate labor and equipment to complete performance of all Solid Waste Management 2227 Services required under this Agreement; and providing other reports and data required by this 2228 Agreement. 2229
16.16 City Free to Negotiate with Third Parties . The City may investigate all options 2230 for Collection services that will be scheduled to commence after the expiration of the Term or earlier 2231 termination of this Agreement. Without liming the generality of the foregoing, the City may solicit 2232 proposals from Company and from third parties for the provision of Collection of Solid Waste, 2233 Recyclable Materials, and Organic Waste, and any combination thereof. The City may negotiate and 2234 execute agreements for such services that will take effect upon the expiration of earlier termination of 2235 this Agreement. 2236
16.17 Venue. Venue for any dispute under this Agreement shall be in the federal or state 2237 courts with jurisdiction over Yolo County. 2238
[Signatures on following page] 2239
2240
SIGNATURE PAGE 2241
TO 2242
COLLECTION SERVICE AGREEMENT 2243
2244
City and Company have signed this Agreement as of the last date noted below. 2245 2246
City:
CITY OF WOODLAND, a California municipal
corporation
By:
Ken Hiatt
City Manager
Date: ___________________________________
ATTEST:
By:
City Clerk
Date: ___________________________________
APPROVED AS TO FORM:
By:
City Attorney
Date: ___________________________________
Company:
USA WASTE OF CALIFORNIA, INC., a Delaware
corporation
By:
Title: ___________________________________
Date: ___________________________________
2247
2248
EXHIBIT A 2249
SCOPE OF SERVICES 2250
Company acknowledges that the City is committed to diver ting materials from Disposal 2251 through the implementation of source reduction, reuse, Recycling and Composting programs and that the 2252 City may at some time in the future implement, in accordance with Article 6.04, new programs that may 2253 impact the overall quantity or composition of Solid Waste to be Collected by Company . 2254 1) Residential Premises 2255
a) General: Company shall provide collection, transportation, and Disposal services to all Residential 2256 Premises one time per week. These services shall consist of Collecting and transporting Solid 2257 Waste for disposal, and Organic Waste and Recyclable Materials for Processing. Company shall 2258 provide each Residential Premises with Carts to contain each type of waste. Carts shall vary in 2259 size and established rates shall be based upon C art size. Cart sizes shall be 35 gallon, 64 gallon 2260 and 96 gallon for Solid Waste. Carts for Recyclables shall be 64 gallon and Carts for Organics shall 2261 be 96 gallon. Exhibit B identifies rates for each Cart size. Consistent with Section 8.05, Company 2262 may assess a Contamination Fee as set forth in Exhibit B for Organics or Recyclables Carts that 2263 are contaminated with Solid Waste, Exempt Waste or any material not constituting Organic Waste 2264 or Recyclables, as applicable, and dispose of same as Solid Waste. Company may assess a n 2265 Overage Fee as set forth in Exhibit B for Solid Waste, Organics or Recyclables Carts that have an 2266 Overage. Company shall Collect Carts from the Curb or an alternative service location (such as the 2267 side yard, or backyard) if the occupant is physically unable to place the Container Curbside and is 2268 eligible for such service at no additional charge. Company may implement reasonable restrictions 2269 on such service regarding health and safety of employees. 2270 2271
b) Bundled Residential Cart Service. Company will use a weekly Bundled Solid Waste Collection 2272 Service system with one (1) Solid Waste Cart, one (1) 64-Gallon Recyclable Materials Cart, and 2273 one (1) 96-Gallon Organic Waste Cart as part of the base Solid Waste Collection Service. 2274 Residential Premises Customers shall receive one additional Recyclable Materials Cart and one 2275 additional Organic Waste Cart to be included at no additional cost, if requested. Additional 2276 Recyclable Materials Carts and Organic Waste Carts shall be made available in accordance with 2277 the service rates set forth in Exhibit B. 2278
2279
c) On-Premises Service. Notwithstanding any term or definition set forth in this Agreement, Company 2280 must provide Collection of Solid Waste, Recyclable Materials, and Organic Waste on the 2281 Customer’s Premises to an Residential Premises Customer as follows. 2282 2283
i) On-Premises Service. At no additional cost to the Residential Premises Customer : Company 2284 must provide Collection of Garbage, Recyclable Materials, and Organic Waste, at no additional 2285 cost to the Customer, where all adult Customers residing therein have disabilities that prevent 2286 them from setting their Garbage, Recyclable Materials, or Organic Waste Cart at the C urb for 2287
Collection, and if a request for on- premises service has been made. For the purposes of this 2288 Agreement, a disability shall be as defined by the Americans with Disabilities Act of 1990 2289 (Public Law 101—336) (ADA), as amended, as these titles appear in volume 42 of the United 2290 States Code. Company shall review all applications made by Customers to determine 2291 conformance with this exemption provision and shall grant exemptions if applicable. 2292 Exemptions shall be applicable for one year, upon which time renewal will be required. 2293 Company will proactively request renewal applications on an annual basis (by February 15th 2294 of every year). If the occupant fails to return a completed application, they will be removed from 2295 the on-premises service list. 2296
2297
ii) At an additional cost to the Residential Premises Customer. Company shall offer on-premises 2298 services to Customer other than those listed above on a subscription basis upon request for 2299 the Rates set forth in Exhibit B. On-premises services include, but are not limited to, 2300 dismounting from the Collection Vehicle, moving the Collection Containers from their storage 2301 location for Collection, and returning the Collection Containers back to their storage location. 2302 2303
With regards to all requirements of this Section, the Company shall make reasonable 2304 accommodations concerning Container and Collection requirements (e.g., Container size, type, 2305 placement of Containers for collection, etc.). Company will not be required to provide such services 2306 that create a risk to health or safety of employees. 2307 2308
d) Green Waste Street Pile Collection. When and where allowed, Green Waste piles must be located 2309 in front of the Residential Premises where the material originated just beyond the gutter line as 2310 prescribed by Section 13.08.150 of the Woodland Municipal Code. The Company will not be 2311 required to provide Collection of Green Waste piles that contain grass or items longer than five (5) 2312 feet or with a diameter greater than six (6) inches. The Company shall provide Collection of Green 2313 Waste placed in the street in accordance with the following schedule: 2314 2315
i) During November 1 through January 31 (“Leaf Season”), Company will provide weekly street 2316 pile Collection Services in addition to weekly Cart Collection Services. 2317 2318
ii) During February 1 through October 31 (“Non- Leaf Season”), Company will provide street pile 2319 Collection Services once per month in addition to weekly Cart Collection Services. 2320 2321
iii) The Company may deviate from this schedule only during leaf season in the fall or the heaviest 2322 pruning month in the spring, as mutually agreed upon by City and Company. The Company 2323 shall notify City within twenty-four (24) hours when Organic Waste Services have been delayed. 2324 The Company and City shall direct participating Customers to place grass clippings into Carts 2325 year round. Grass clippings may not be placed in the gutters for street collection at any time. 2326 2327
iv) If the Company is unable to remove a Green Waste pile, it must issue a notice to the Residential 2328 or Commercial Premises from which the material originated. The Company must notify the City 2329
within two (2) days of identifying an illegal pile. The City is responsible for investigating illegal 2330 materials and coordinating the cleanup of piles that exceed safety guidelines. The City may 2331 request the Company remove piles that have been adjusted to comply with legal size 2332 requirements if City is unable to locate the responsible party. 2333 2334
v) City and Company staff will prepare and distribute a color-coded map and calendar each year 2335 to inform Customers of the schedule for Collection of Green Waste street piles. The map and 2336 calendar will be available on both the Company’s and the City’s website and in printed form. 2337 2338
e) Holiday Tree Collection and Recycling . Annually, Company shall collect and recycle natural, 2339 undecorated trees, free of tree stands, placed at the Curbside, from all Residential Customers. The 2340 pickups shall occur on the Customer’s regular day of Green Waste off-street pile collection and 2341 shall be at no additional charge to the Customer. Collection shall commence December 26 and end 2342 on February 1. Holiday trees shall be delivered to the Processing Site (per Section 2.08) where 2343 they will be used to produce mulch or Compost Product or diverted from Landfill Disposal in an 2344 alternative manner to count as diversion in accordance with the Act, with the exception that holiday 2345 trees may not be delivered to a Transfer Station or Processing Site where they will be used as ADC 2346 or for transformation fuel without prior written approval from the City. 2347 2348
f) Community Bulky Items. The Company shall host a free annual community Bulky Waste, Universal 2349 Waste, and Household Hazardous Waste collection event. Collection of Universal Waste and 2350 Household Hazardous Waste may be waived at the City’s discretion when collection of these 2351 materials is provided through other programs. The Company shall advertise the event through 2352 newspaper advertisements and articles, flyers, and bill inserts. Additionally, Customers may 2353 request Curbside Bulky Waste Collection from their residence for a fee as established in Exhibit 2354 B. 2355
2356
g) Bulky Waste Vouchers. The Company shall provide one (1) Bulky Waste Voucher (“Voucher”) to 2357 every Residential Premises annually. “Vouchers” shall be distributed via mail by March 15 every 2358 year during the Term. “Vouchers” will allow Residential Customers to dispose of one free load of 2359 bulky items (up to 5 cubic yards) at the Yolo County Landfill . Company shall make available 2360 seventy-five (75) curbside bulky material collections of equivalent material for Customers with 2361 physical limitations that prohibit ability to haul materials to the Yolo County Landfill. 2362 2363
h) At Your Door Special Collection SM Services (“HHW Services”) . Details of the HHW Services are 2364 included in Exhibit K. 2365
2366
i) Major Appliances Containing Freon. In the event Company Collects Major Appliances that contain 2367 freon, Company shall handle such Major Appliances in a manner such that the Major Appliances 2368 are not subject to regulation as Hazardous Waste under applicable state and federal laws or 2369 regulations. 2370
2371
2) Commercial Premises 2372
a) General: Company shall provide Collection, transportation, and Disposal services to all 2373 Commercial Premises as frequently as scheduled by the Customer, but not less than a minimum 2374 of one time per week. These services shall consist of collecting and transporting Solid Waste for 2375 disposal, and Organic Waste and Recyclable Materials for processing. Company must offer Solid 2376 Waste, Recyclable Materials, and Organic Waste Carts in 35-gallon (Organic Waste only), 64-2377 gallon, and 96-gallon sizes (Solid Waste and Recyclable Materials only). Company must offer 2378 Solid Waste and Recyclable Materials Bins in 1-, 1.5-, 2-, 3-, 4-, and 6-cubic-yard sizes and must 2379 offer Organic Waste Bins in 1-, 2-cubic-yard sizes. Established rates shall be based upon 2380 Container size and frequency of pick-up. Exhibit B identifies maximum rates for each Container 2381 size and frequency of pick-up. Consistent with Section 8.05, Company may assess a 2382 Contamination Fee as set forth in Exhibit B for Organics or Recyclables Containers that are 2383 contaminated with Solid Waste, Exempt Waste or any material not constituting Organic Waste or 2384 Recyclables, as applicable, and dispose of same as Solid Waste. Company may assess an 2385 Overage Fee as set forth in Exhibit B for Solid Waste, Organics or Recyclables Containers that 2386 have an Overage. Bins, Compactors and Debris Boxes shall be placed on hard surface locations 2387 which are accessible to the Company. 2388
2389
b) Multi-Family Dwelling Bulky Waste Vouchers. The Company shall provide one (1) Multi-Family 2390 Dwelling Bulky Waste Voucher (“MFD Voucher”) to every individual MFD unit annually. 2391 “Vouchers” shall be distributed via mail by March 15 every year during the Term. “Vouchers” will 2392 allow MFD unit occupants to dispose of one free load of bulky items (up to 5 cubic yards) at the 2393 Yolo County Landfill. 2394
2395
3) Roll-Off Services 2396
2397
a) Temporary. Company shall provide temporary Roll -Off Container service, including Construction 2398 and Demolition Debris Bins, to Customer. Company must offer temporary Roll -Off Containers in 2399 10- (for concrete/dirt) , 20-, 30- , and 40- - cubic-yard sizes. The size of the Container and the 2400 frequency of Collection will be determined between the Customer and Company. The Co mpany 2401 shall receive compensation for Roll -Off Container Service from the Customer at the rate for such 2402 service as set in Exhibit B. 2403
2404
b) Permanent Service. Company shall provide monthly Roll -Off Container service, including 2405 Construction and Demolition Debris Bins, to Customers . Co mpany may offer monthly Roll -Off 2406 Containers in 20 -, 30 -, and 40- cubic-yard sizes . Co mpany must also either provide Collection 2407 Service from Compactors that are owned by Commercial Service Units or provide Compactors for 2408 Commercial Service Units to use for Collection Service, for the Maximum Service Rates set forth 2409 in Exhibit B. The size of the Container and the frequency of Collection will be determined between 2410
the Customer and Company . The Co mpany shall receive compensation for monthly Roll -Off 2411 Container Service from the Customer at the rate for such service as set in Exhibit B. 2412 2413
c) Turnaround and Service Exceptions . Company shall deliver temporary Roll-Off Containers within 2414 two Business Days of request ed delivery date and within 5 Business Days of requested delivery 2415 date for Monthly Service Roll -Off Containers. Less than five percent (5%) of all requests may be 2416 delayed beyond such deadlines . Ninety-five percent (95 %) of all service exceptions shall be 2417 resolved within twenty-four (24) hours of identification. 2418 2419
d) Contamination and Rejected Loads. There shall be a reasonable expectation for Company drivers 2420 to not haul Roll- Offs with obvious Contamination, discerned via a visual audit upon providing 2421 service. Company’s Recycling Coordinator or other field representative shall visit the top twenty 2422 (20) Customers per month whose Roll Off loads are rejected or otherwise reported Contaminated. 2423 2424
4) Street Sweeping 2425
a) Frequency and Extent of Sweeping. Company shall provide weekly Street Sweeping Service City-2426 wide pursuant to the standards set forth in Exhibit I. Street Sweeping Service will be provided on 2427 all arterials and collectors, in the Alleys and Parking Lots identified in Exhibit E. Street Sweeping 2428 Service for medians, as shown in Exhibit I, will be provided monthly. 2429 2430
b) Sweeping Schedule. Company shall coordinate the collection of Green Waste off-street piles with 2431 Street Sweeping in order to minimize Customer Complaints about Green Waste residue. In no 2432 event shall the streets be swept later than twenty -four (24) hours after Green Waste off-street pile 2433 Collection. Company shall deviate from this schedule only during the heavy leaf and pruning 2434 seasons if Organic Waste Collection is delayed. The Company shall notify City within twenty -four 2435 (24) hours when Street Sweeping Services have been delayed. 2436 2437
c) Use of City Water. Company may use City water from local fire hydrants, and will spray this water 2438 to minimize airborne dust while sweeping. The City will inform the Fire Department that City has 2439 provided authorization to Company to utilize the fire hydrants. The Company will measure or 2440 estimate the amount of water used during Street Sweeping, and the cost of the water will be paid 2441 from City “Solid Waste Fund.” 2442
2443
d) Additional Services . Company shall provide 200 hours of additional Street Sweeping Services 2444 annually to City. 2445
2446
5) Containers 2447
The Company shall be responsible for the purchase and distribution of all Containers required 2448 under this Agreement. Containers used under the previous agreement with the City may continue to be 2449 used. City shall review and approve the color and design of newly purchased Containers. Notwithstanding 2450
anything in this Agreement to the contrary, Company shall ensure that all Containers comply with Applicable 2451 Law. Any costs to modify or replace Containers shall be Company ’s sole responsibility without any 2452 adjustment in the maximum rates . Containers shall be designed and constructed to be watertight and 2453 prevent the leakage of materials. All Containers shall prominently display the name and telephone number 2454 of the Company and be labeled in accordance with Applicable Law. 2455 All Carts purchased as part of this Agreement shall be manufactured by injection or rotational 2456 molding methods and shall be of a standard this is greater or equal to that of Carts currently in use. The 2457 useful life of Containers provided to Customers shall be equal to or longer than the initial Term of the 2458 Agreement. Containers shall be depreciated over ten (10) years. 2459 All Containers shall be maintained in a safe, serviceable, and functional condition. Company ’s 2460 employees shall take care to prevent damage to Containers by unnecessary rough treatment. Any 2461 Container damaged by the Company shall be replaced by the Company , at its expense, within five (5) 2462 Business Days at no cost or inconvenience to the Customer. 2463 Containers put into service after the Effective Date must meet all applicable colors and labeling 2464 specifications as set forth by CalRecycle (i.e., blue = Recyclable Materials, black/gray = Garbage, green = 2465 yard waste/mixed Organic Waste) and must be labeled with a listing of materials that may and may not be 2466 placed in a particular Container type. Additionally, Company will replace all Organic Waste Carts in use 2467 prior to the Effective Date with green lids and gray bodies by the end of 2026. 2468 The Company shall provide approved Containers to each Customer . Containers shall be provided 2469 within five (5) Business Days of sign-up and, on Commercial Premises, owner’s or manager’s provision of 2470 a proper site. In instances where the required Bin is not available within the five (5) Business Days, 2471 Company shall deliver temporary service in adequate volume and frequency until Bin size warranted by 2472 waste generation is available for delivery. 2473
Company shall allow Customer to exchange Containers for a Container of a different size at no 2474 additional cost. Upon notification to the Company by the City or a Customer that a change in the size of a 2475 Container is required, the Company shall deliver such Container to such Customer within five (5) Business 2476 Days. 2477
Company shall be responsible for repair of Containers, including, but not be limited to, hinged lids, 2478 wheels, and axles. Within five (5) Business Days of notification by the City or a Customer of the need for 2479 such repairs, the Company shall repair the Container or if necessary, remove the Container for repairs and 2480 deliver a replacement Container to the Customer. Company shall steam clean and repaint all Containers, 2481 except Carts, as needed to present a clean appearance; Customers will be responsible for the cost of such 2482 cleaning. Company shall provide City with a list of Containers and the date each Container was painted 2483 and maintained. Customers using Carts shall be responsible for cleaning such Carts. 2484 During this Agreement, Company shall own all Containers put into service under this Agreement. 2485 6) Construction and Demolition (C&D) Debris Collection 2486 The Company shall encourage builders and demolition companies (“Construction Companies”) to 2487 source- separate their Construction and Demolition ( C&D) Debris for future Recycling. The Company will 2488 develop and distribute educational materials for Construction Companies with regard to recycling of C&D 2489 Debris. The educational materials will be distributed in coordination with the issuance of building permits in 2490
the manner to be provided in the City ordinance. Prior to Disposal, the Company shall have the right to 2491 salvage Recyclables from C&D Debris collected pursuant to this Agreement and to retain funds derived 2492 therefrom. 2493
Company shall provide Customer with education specifically regarding contamination. Every new 2494 Customer will receive a site visit from the Company, and all Customer will receive an electronically delivered 2495 educational package. Company shall provide signage for delivered C&D Containers to allow for proper on-2496 site sorting of the C&D materials. 2497
Company shall collect C&D from Residential and Commercial Customers and shall deliver such 2498 C&D to and approved Processing Site. Company shall track the C&D Tonnage Collected and delivered to 2499 the Processing Site and Processing Site provide supporting documentation (in the form of weight tickets) 2500 supporting level of diversion achieved if requested by the City. 2501 7) Public Education and Outreach Campaign 2502
Within ten (10) days of approval of the Agreement, Company shall submit the initial Public 2503 Education plan for calendar year 2025. Beginning September 1, 2025, and annually thereafter, Company 2504 shall submit an annual Public Education plan for the following calendar year. City shall review and respond 2505 in writing within forty-five (45) calendar days. Implementation of the annual plan will begin on January 1st of 2506 each calendar year of the Agreement. The Company shall not be obligated to spend more than $ 40,000 2507 annually for the campaign, adjusted annually by the CPI Adjustment. Company’s Public Education program 2508 shall focus on providing information to Customers in accordance with the specific requirements described 2509 in the annual Public Education plan approved by the City. Educational media shall include, but not be limited 2510 to, newsletters, flyers, door hangers, notification tags, and direct contact. Information shall be provided for 2511 initial start of new services, to comply with jurisdictional SB 1383 education and outreach requirements 2512 (CCR Title 14 §18985.1), to solicit feedback about the service and suggested improvement/changes, and 2513 to educate Customers about source reduction, reuse, and Recycling opportunities. City is delegating 2514 responsibility for SB 1383 Public Education (CCR Title 14 §18985.1) to Company and Company is fully 2515 responsible for said SB 1383 Public Education requirements, as outlined in Section 14.10.6. Materials shall 2516 be printed on paper containing the highest levels of recycled content material as is consistent with SB 1383 2517 paper procurement regulations. Company’s obligations in this Section are subject to funds being available 2518 under the Public Education Budget (Section 3.07). 2519
a) Print and Digital Communications . Company shall oversee the development of print and/or digital 2520 communication pieces utilizing the P ublic Education budget including but not limited to billing 2521 inserts, program education brochures, and direct mail pieces to fulfill obligations in this Agreement; 2522 and develop Public Education materials and outreach activities to promote special programs in the 2523 City. 2524
b) Translation of Materials . Company’s Communications Department shall oversee the process of 2525 translating all Outreach and Education materials used for public purposes, into Spanish and Punjabi 2526 as directed by the City utilizing the Public Education budget. 2527
c) Communication of Edible Food Recovery. City may utilize the Public Education budget to have 2528 Company distribute materials or include in newsletters and other existing collateral information 2529 about the City’s Edible Food Recovery programs, options for Edible Food Recovery in the City, and 2530 Tier One and Tier Two Commercial Edible Food Generator (as defined by SB 1383) responsibilities. 2531 Edible Food Recovery education will be led by the City, and Company shall leverage existing 2532 assets, collateral, and Customer visits to support the City in related education. City may request to 2533 utilize Company’s design services to support this effort as needed. 2534 d) Technical Assistance. Company shall provide comprehensive Recycling technical assistance, via 2535 the Recycling Coordinator and other field representatives, to MFD and Commercial Customers 2536 with the primary purpose of helping Customers increase Recyclable Materials and Organic Waste 2537 Collection services and reducing Solid Waste Collection service. 2538 e) Special Events. City may utilize the Public Education budget and direct Company to prepare 2539 educational and informational materials that the City may use for the public during special events 2540 that describing the Collection options available and promoting Recycling. 2541 f) Bulky Program Promotion. Company shall promote Curbside on- call Bulky Collection service by 2542 preparing billing inserts, direct mail, advertising and/or other methods as approved by the City and 2543 paid for from the Public Education budget. 2544
g) Company shall obtain the City’s approval of all P ublic Education materials paid from the Public 2545 Education budget prior to printing, distribution, advertising, posting, or mailing. 2546 h) If Company fails to perform some or all of the requirements of the Public Education program 2547 described in this Section and in the annual Public Education plan, the Company shall pay the City 2548 Liquidated Damages as described in Article 13. 2549
8) City Collection Services 2550
a) City Facilities. Unless otherwise requested by City, Company shall provide recurring Solid Waste, 2551 Recyclables and Organics collection (not episodic or non- recurring), transportation, and Disposal 2552 services to all City operated facilities, as they currently exist as shown in Exhibit E, including City 2553 parks, playgrounds, and buildings , as well as additional City parks, playgrounds and buildings that 2554 may be operated after the Effective Date of this Agreement. Regarding services to City facilities on 2555 Exhibit E, changes in collection methods existing prior to the Effective Date may be subject to 2556 additional Company compensation. 2557
b) Public Litter Receptacles. Unless otherwise requested by City, Company shall provide collection, 2558 transportation, and Disposal services to Public Litter Receptacles as detailed in Exhibit E. 2559 2560
c) Special Events. Company shall provide Collection, transportation, and Disposal services for the 2561 City-sponsored or City-organized special events identified in this section; City may replace events 2562 with another, so long as the total number of annual events is no more than eight (8). City shall 2563
notify Company of the need and quantity of Containers, and delivery instructions, at least ten (10) 2564 Business Days in advance, but not more than forty-five (45) days in advance. Examples of these 2565 events are as follows: the annual Celtic Festival, Honey Festival, Street Cruisers Car Show, C-10 2566 Car Show, Dinner on Main, Farmworker Festival, Coastal Clean Up and the annual Holiday 2567 Parade. Company shall provide an adequate number and type of Collection Containers for the 2568 special events and shall coordinate its Collection services with the City. The Company shall 2569 report the provided service and estimated tonnage of material Collected to the City within ten (10) 2570 Business Days of each event. 2571
2572
d) Other Special Services. The Company shall provide, upon request from the City, free temporary 2573 services for City-led projects and events, up to $10,000 per Rate Year. 2574 e) Illegal Dumping/Abandoned Waste Collection. The Company shall notify the City of illegal piles of 2575 Solid Waste, Recyclables, or Organic Waste placed in the street within forty-eight (48) hours of the 2576 Company’s observation of the materials. The City shall have primary responsibility for the collection 2577 of illegal Solid Waste or Recyclable Materials, but the Company shall reasonably cooperate with 2578 the City’s request to assist with such collection to the extent the Company has suitable equipment 2579 and personnel in the neighborhood, such collection will not unreasonably interfere with the 2580 Company’s performance of its responsibilities under this Agreement, and such collection will not 2581 require the Company to incur any excessive expense. The Company shall have responsibility for 2582 the collection of legal Green Waste. 2583
f) City Collection Conditions of Service. City Collection Services shall be governed by the following 2584 terms and conditions: 2585
i) Company’s Good Will. In exchange for the good will of the City and the general public, 2586 Company voluntarily agrees to provide Solid Waste Collection under this Exhibit A , and 2587 detailed Exhibit E (City Service Locations) at no cost to the City excepting excess service as 2588 provided in this section and warrants that such service shall neither impact the Maximum 2589 Service Rates nor be otherwise paid for or subsidized by any other Customers. 2590 ii) Company shall receive written permission from the City before placing any Collection 2591 Containers on City-owned property for service, except that no such permission shall be needed 2592 to place Collection Containers at locations specified for such Containers in Exhibit E (City 2593 Service Locations). 2594
iii) Company shall limit the number of trips and the path of travel for Collection Vehicles in City 2595 parking lots. 2596
iv) Container Service. City Facilities shall be provided Solid Waste Collection generally subject to 2597 the same terms and conditions as similar Service Units regarding Container specifications, 2598 repair, replacement, cleanings, and exchange; provided the City shall not be charged for any 2599 requests for such services. 2600
v) Frequency of Service. The frequency of Collection may be designated by the City, but not to 2601 exceed six (6) times per week per Container. City may change the City Service Units receiving 2602 service, and the Container volume and Collection frequency provided to any City Service Unit, 2603 by written notice to Company. 2604
vi) Keys to City Facilities. City may issue Company sets of keys to facilitate access to City Service 2605 Unit sites. Company shall be responsible for the safekeeping of these keys, and shall pay for 2606 the replacement cost of keys if replacements are needed. 2607 2608
9) Recycling Coordinator 2609
The Company shall provide one (1) FTE position dedicated to working with the City as a Recycling 2610 Coordinator. This position shall not be filled by an internship and shall not serve as regular support for other 2611 internal or administrative functions on behalf of the Company , with the exception of contract management 2612 support for the City. The duties of the Recycling Coordinator shall include the following: 2613 a) Work in cooperation with the City to target diversion opportunities for Commercial and MFD 2614 customers. 2615
2616
b) Follow-up for Container Contamination and Overages. Recycling Coordinator shall follow up via 2617 site visits monthly with the top 25 Commercial/MFD Customers who have received contamination 2618 notices to educate them on proper sorting, in order to minimize Container contamination. 2619 Recycling Coordinator or other Company staff shall also follow-up monthly with the top 25 of 2620 Commercial/MFD Customers who have received overage notices to educate them on proper 2621 sorting and/or discuss how they can right-size their service or better divert waste. 2622 2623
c) Outreach and Education. The Recycling Coordinator shall: provide Outreach and Education to 2624 MFD/Commercial properties, C&D Customers, and the City as needed; and serve as the liaison 2625 between the CITY and community groups. 2626
2627
d) Public Events. Upon request by the City, the Recycling Coordinator shall attend local public 2628 events and distribute promotional and educational materials, up to six (6) events per calendar 2629 year, dates to be mutually agreed upon. The Recycling Coordinator shall also, as needed and as 2630 directed by City staff, provide technical assistance to large events and venues (as defined by SB 2631 1383), including support with pre-event waste management plans or identifying opportunities for 2632 waste diversion. This does not require the Company to provide day-of collection services for any 2633 events. 2634
2635
e) Site Visits to Commercial and MFD Customers. The Recycling Coordinator shall contact MFD 2636 and Commercial property managers/owners to provide free consultations or site visits to identify 2637 service needs, provide service setup support, right-size service, educate on compliance with state 2638 and regional waste & recycling laws (including SB 1383, AB 1826, and AB 341), and sorting 2639
education for employees and tenants. Company shall also provide signs and labels for Collection 2640 Containers including Bins and carts. Generic Cart or bin labels provided by Company are not 2641 subject to approval by the City and not paid for from the Public Education budget. Cart or bin 2642 labels customized by City are subject to City approval and paid for from the Public Education 2643 budget. Company shall also provide signage and labels for internal containers at businesses and 2644 MFD common areas (materials paid for from the Public Education budget). Company shall 2645 educate its Commercial accounts regarding the availability of waivers and how to obtain and file a 2646 waiver as applicable, consistent with Exhibit A.11. Additionally, as federal, state, and local solid 2647 waste laws evolve, upon mutual agreement, the Recycling Coordinator may provide support to 2648 the City for implementation, specifically in the form of education and outreach and technical 2649 assistance to Commercial/MFD sectors for any newly enacted legislation. 2650 2651
f) Commercial Compliance. As part of site visits described above, the Recycling Coordinator shall 2652 educate businesses on the mandatory SB 1383 requirements that apply to them and options for 2653 compliance. If noncompliance is identified, the Recycling Coordinator shall provide relevant 2654 education and notify the City for follow-up and monitoring. This shall include support for the City’s 2655 forthcoming reusable foodware ordinance, future implementation of SB 54, and clarifying which 2656 compostable/recyclable foodware materials are accepted by Company for recycling or Organic 2657 waste processing. 2658
2659
g) Edible Food Recovery. The Recycling Coordinator may assist the City in identifying all Tier One 2660 and Tier Two Commercial Edible Food Generators (EFGs) within the City by providing a 2661 Customer list. The Recycling Coordinator may assist the City by providing annual notifications 2662 during site visits to Commercial Customers regarding the City’s Edible Food Recovery programs, 2663 options for Edible Food Recovery in the City, and Commercial EFGs (as defined by SB 1383) 2664 responsibilities. 2665
2666
h) City Staff and Facilities. The Recycling Coordinator shall conduct annual trainings for City Staff 2667 located at City facilities, on proper sorting for waste diversion. 2668 2669
i) City Waste Diversion. In the event that the City adopts a policy or strategy to encourage or 2670 require waste diversion, the Recycling Coordinator or other Company Personnel may assist the 2671 City with implementing the policy or strategy. This may include analyzing service levels or 2672 contamination notice records, keeping record of and communicating to City any violations of the 2673 policy or strategy, and supporting education and outreach related to the policy or strategy. 2674 Depending on the City policy, there may be additional costs to the City, to be mutually agreed 2675 upon. 2676
2677
2678
10) Provision of Emergency Services 2679
Company shall provide emergency services at the City’s request in the event of major accidents, 2680 disruptions, or natural calamities. Emergency services may include, but are not limited to, assistance 2681
handling salvaged materials, Processing, Composting, or Recycling materials, or disposing Solid Waste 2682 following a major accident, disruption, or natural calamity. Company shall be capable of providing these 2683 emergency services within twenty -four (24) hours of notification by the City or as soon thereafter as is 2684 reasonably practical in light of the circumstances. Emergency services, which exceed the Company ’s 2685 obligations, shall be compensated in accordance with Exhibit B . If applicable rates are not included in 2686 Exhibit B, the Company and the City shall meet and confer to negotiate a price. Should the Company and 2687 the City not agree on a reasonable rate, City may use a different Contractor to deliver the required services. 2688 If Company cannot provide the requested emergency services, the City shall have the right to provide such 2689 services itself or through another Company, but only regarding emergency services Company is not able 2690 to provide. 2691
2692
11) SB 1383 Regulations 2693
It is the City’s intent that the City will take primary responsibility for compliance with the 2694 requirements of SB 1383. City anticipates that Company will be required to assist the City with specific 2695 aspects of compliance with SB 1383, as identified in the Agreement. Below is a summary of specific areas 2696 identified in the Agreement in which the City is requiring or may require Company assistance. All sections 2697 herein refer to Title 14 of the CCR, unless otherwise specified. The SB 1383 requirements are summarized 2698 below. City and Company shall refer to the specific text of the CCR sections and any Applicable Law to 2699 satisfy specific SB 1383 requirements. 2700
Topic/
Ref. # SB 1383 Requirement City Responsibility Company Responsibility
1. Provide Collection Containers to
generators that comply with color
requirements when replacing
containers or by January 1, 2036,
whichever comes first (§18984.7)
Company to provide new or
replacement Containers
that comply with SB 1383
requirements. Container
colors shall be as such:
green lids for Organic
Containers; blue lids for
Recyclable Containers; grey
lids for Solid Waste
Containers.
Company shall replace all
Organics Carts currently in
the field with green Carts
during calendar year 2026.
All Containers will be fully
compliant with SB 1383
requirements no later than
January 1, 2036.
Topic/
Ref. # SB 1383 Requirement City Responsibility Company Responsibility
2. Place and maintain SB 1383-
compliant labels on all new
Containers or lids (§19894.8)
City to approve
Container labels
Company to place and
maintain City-approved
labels on all new Containers
or lids and existing
Containers during site visits.
3. Conduct Route Reviews of
randomly selected containers for
Contaminants as directed by City
(§18984.5)
“Route review(s)” means a visual
inspection of containers along a
hauler route for the purpose of
determining contamination, and
may include mechanical methods
such as the use of cameras
(§18982)
Company to conduct Route
Reviews using Smart Truck
capability and report to City
on compliance levels.
4. If Contamination is found during
Route Reviews required under
§18984.5(b), notify Generator of
recycling requirements
(§18984.5(b))
Company to assist City staff
by notifying noncompliant
Generators with a notice
approved by City. Standard
templated notices are part
of the WM SmartTruckSM
program are in English and
are prepared at no
additional charge. If City
requires customization or
translations, then that will
be paid for from the Public
Education budget.
5. Annually provide Edible Food
Generators with information about
the edible food recovery program,
generator requirements, and food
recovery organizations
(§18985.2(b))
City to develop Edible
Food recovery
education content to
be mailed by
Company to
commercial
Customers, paid for
from the Public
Education budget.
Company to annually mail
Edible Food recovery
education materials
approved by City to
Commercial Customers that
are Edible Food generators,
as identified by City.
Topic/
Ref. # SB 1383 Requirement City Responsibility Company Responsibility 6 A jurisdiction may grant one or
more of the following types of
waivers to a generator of organic
waste
• De Minimis Waiver
• Physical Space Waivers
(§18984.11)
City to develop
waiver application
form and process,
distribute waiver
applications as
appropriate, and
approve or deny
waiver applications.
Company shall distribute
and collect waiver
applications through the
course of assigning service
levels and conducting
technical assistance to
potentially eligible
Customers. The Company
shall evaluate waiver
applications as appropriate,
and shall provide the City a
recommendation to accept
or deny waiver requests,
along with associated
documentation, and record
the waiver status in their
database. Company shall
conduct inspections of
Customers with applicable
waivers through the course
of its technical assistance at
least every five years and
share documentation of
these inspections with the
City.
7. Implement annual inspection and
compliance program for organic
waste generators. (§18995.1)
City to take lead on
inspection and
compliance efforts.
Note: City is
responsible for edible
food inspections and
enforcement.
Company shall assist with
inspections, issue and
report on issuance of
Violation Notices,
contamination, and/or other
related compliance notices
related to Collection
services.
8. Investigate and maintain records of
all complaints received (§18995.3)
City to investigate SB
1383-related
complaints received
by Company
Company to maintain
record of complaints and
report to City complaints
received in quarterly reports
Topic/
Ref. # SB 1383 Requirement City Responsibility Company Responsibility
9. Take enforcement actions,
including issuing notices of
violations (§18995.4);
Impose penalties on non-compliant
entities (§18997.2)
City to coordinate
enforcement actions
Company to issue Violation
Notices, contamination
surcharges, and/or other
related compliance notices,
maintain records, and report
quarterly to City on violation
notices and/or other related
compliance notices
10. Provide generators with information
on properly separating materials,
organic waste prevention, on-site
recycling, methane reduction
benefits, how to recycle organic
waste, a list of approved haulers,
and information related to food
recovery (§18985.1(a))
City to review and
approve public
outreach materials for
Customers
Company to distribute
annually approved Public
Education materials to all
Customers, including
Residential, Multi-Family,
and Commercial Customers
Such materials may be
distributed through print or
electronic media
11. Educational materials shall be
translated into any non-English
language spoken by a substantial
number of the public provided
services. (§18985.1(e))
City to review and
approve public
outreach materials to
be translated for
Customers, if
applicable
Company to distribute
approved public education
materials to Customers
(paid for from the Public
Education budget)
12. Submit an annual report relative to
compliance with SB 1383
(§18994.2)
City to compile and
submit relevant
documentation for
initial compliance
report and annual
report
Company to assist City in
compiling relevant
documentation for initial
compliance report and
annual report
13. Maintain all implementation records
in a central location (physical or
electronic) that can be made
available to or accessed by
CalRecycle within ten business
days (18995.2(f))
City to maintain all
implementation
records
Company to maintain
applicable records
generated or retained by
Company, to allow City
access to applicable
implementation
documentation in less than
ten Business Days
Topic/
Ref. # SB 1383 Requirement City Responsibility Company Responsibility 14 Annually procure a quantity of
recovered organic waste products
that meets or exceeds current
annual recovered organic waste
product procurement target
Company shall fund a
portion of the City’s
recycled organic waste
product procurement in the
amount of $50,000
(adjusted annually by the
CPI Adjustment).
2701
2702
EXHIBIT B 2703
RATES 2704
Residential Rates
Effective 9/1/2025
New Monthly Rate
Eff 9/1/2025
Bundled Service Rates
35 Gallons $39.67
64 Gallons $42.60
96 Gallons $56.77
Extra bag pickup $3.08
Extra toter pickup $9.84
* Bundled service includes one (1) Recycle Cart, one (1) Organics Cart, and Street Sweeping. A second Recycle Cart and a second Organics cart can be provided at no additional cost.
Low income1 (15% discount on Unbundled Trash Rate)
35 Gallons $33.72
64 Gallons $36.21
96 Gallons $48.25
* Low income discount applies to the Trash portion of the bundled rate only.
Additional Recycle Carts
Per Additional Cart $7.93
* Residents are limited to (1) additional recycle cart and (1) additional organics cart at no charge. This "Per Additional Cart" rate applies to the 3rd+ Cart.
Additional Organics Carts
Per Additional Cart $6.20
* Residents are limited to (1) additional recycle cart and (1) additional organics cart at no charge. This "Per Additional Cart" rate applies to the 3rd+ Cart.
Ancillary / Misc Fees
On Premises Service, Customer with Disability $0.00
On Premises Service, elected $7.78
State Mandated Charge - Per Household $0.70
Curbside Bulky Waste Collection - per pickup (limited
to 5 yards) $99.15
Insufficient Funds / Returned Check Fee $30.00
Late Charge 2.5% of balance,
$5.00 minimum
Return Trip Charge $37.43
Residential Contamination Charge2 $10.00
Residential Overage Charge3 $10.00
[1] Low income will be provided to customers who qualify for the PG&E CARE or FERA program, is the legal property Owner or tenant at the Residential Premises, and the name on the solid waste bill matches the name on the PG&E bill for that Premises.
[2] Material placed in a Recyclables Container other than Recyclables in quantities greater than 10%, as observed and documented by Company personnel, and (b) Material placed in an Organics Container other than Organics in quantities greater than 3%, as observed and documented by Company personnel, and (c) Excluded Waste in any quantity in any Container.
Contamination charge applies to the third contamination incident after two warnings are issued.
[3] Defined as (i) Solid Waste, Recyclable Materials or Organic Waste exceeding its Container’s intended capacity such that an individual lid is lifted by an average of at least 10 inches (or would be lifted by at least 10 inches if lowered) or (ii) Solid Waste, Recyclable Materials or Organic Waste placed on top the Container.
Overage charge applies to the third overage incident after two warnings are issued.
2705
2706
2707
Commercial Rates
Effective 9/1/2025
New Monthly Rate
Eff 9/1/2025
Trash - 64 Gallon Cart
1 x Week $37.68
2 x Week $75.36
3 x Week $113.04
4 x Week $150.72
5 x Week $188.40
Trash - 96 Gallon Cart
1 x Week $47.98
2 x Week $95.96
3 x Week $143.94
4 x Week $191.92
5 x Week $239.90
Trash - 1 Yard Bin
1 x Week $95.40
2 x Week $157.34
Trash - 1.5 Yard Bin
1 x Week $120.22
2 x Week $203.87
3 x Week $286.74
Trash - 2 Yard Bin
1 x Week $145.77
2 x Week $247.72
3 x Week $349.74
4 x Week $451.66
5 x Week $553.66
6 x Week $654.94
Trash - 3 Yard Bin
1 x Week $187.94
2 x Week $329.36
3 x Week $470.56
4 x Week $579.83
5 x Week $753.29
6 x Week $894.75
Trash - 4 Yard Bin
1 x Week $236.40
2 x Week $419.44
3 x Week $602.55
4 x Week $785.54
5 x Week $985.47
6 x Week $1,151.81
Trash - 6 Yard Bin
1 x Week $310.47
2 x Week $562.09
3 x Week $823.83
4 x Week $1,143.69
5 x Week $1,429.53
6 x Week $1,744.53
Recycle - 64 Gallon Cart
1 x Week $38.61
2 x Week $77.22
3 x Week $115.83
4 x Week $154.44
5 x Week $193.05
Recycle - 96 Gallon Cart
1 x Week $38.61
2 x Week $77.22
3 x Week $115.83
4 x Week $154.44
5 x Week $193.05
Recycle - 1 Yard Bin
1 x Week $38.61
2 x Week $77.22
Recycle - 1.5 Yard Bin
1 x Week $38.61
2 x Week $77.22
3 x Week $115.83
Recycle - 2 Yard Bin
1 x Week $38.61
2 x Week $77.22
3 x Week $115.83
4 x Week $154.44
5 x Week $193.05
Recycle - 3 Yard Bin
1 x Week $38.61
2 x Week $77.22
3 x Week $115.83
4 x Week $154.44
5 x Week $193.05
Recycle - 4 Yard Bin
1 x Week $38.61
2 x Week $77.22
3 x Week $115.83
4 x Week $154.44
5 x Week $193.05
Recycle - 6 Yard Bin
1 x Week $38.61
2 x Week $77.22
3 x Week $115.83
4 x Week $154.44
5 x Week $193.05
Mixed Organics - 35 Gallon
1 x Week $32.27
2 x Week $64.45
3 x Week $96.71
4 x Week $128.97
5 x Week $161.20
Mixed Organics - 64 Gallon
1 x Week $45.33
2 x Week $90.68
3 x Week $136.01
4 x Week $181.36
5 x Week $226.69
Mixed Organics - 1 Yard Bin
1 x Week $224.51
2 x Week $383.24
3 x Week $543.88
Mixed Organics - 2 Yard Bin
1 x Week $308.97
2 x Week $543.59
3 x Week $780.96
Extra Pickup Fees
Extra bag pickup $3.08
Extra toter pickup $9.84
Additional Pickup, 1 Cubic Yard Bin $56.41
Additional Pickup, 1.5 Cubic Yard Bin $58.34
Additional Pickup, 2 Cubic Yard Bin $60.35
Additional Pickup, 3 Cubic Yard Bin $64.31
Additional Pickup, 4 Cubic Yard Bin $68.00
Additional Pickup, 6 Cubic Yard Bin $76.13
Additional Trip to Customer Location at
Customer Request* $37.43
* Should the Company’s video show that the Customer did not set out the Containers in their service location in time for Collection, the Customer will have the opportunity to pay for a return trip (per Rate in Exhibit B or wait until their next Service Day.
Temporary Bin
3 Yard Temporary Bin $222.48
Ancillary / Misc Fees
State Mandated Fee - per yard times 4.3
(weeks per month) $0.25
Dismount and Push Charge per Bin
Serviced per Week $7.92
Key Charge per Bin Serviced per Week $9.43
Enclosure Charge per Bin Serviced per
Week $10.40
Gate Service Charge per Bin Serviced
per Week $10.40
Long Walk (more then 20 feet) per Bin
Serviced per Week $24.88
Maximum Additional Weekly Charges
per Bin Serviced per Week $32.23
Scout Truck (Container Truck) Container
Pull Out $44.92
Extra per yard charge for Customers
Pre-compacting Trash $29.86
Bad / Returned Check Fee $30.00
Inactivity Fee - Per Day (No activity for
over 14 days)1 $15.30
Inactivity Fee - Maximum per month1 $229.76
Reactivation Fee2 $47.60
Delivery Fee3 $204.05
Late Charge 2.5% of balance,
$5.00 minimum
Cart Swap / Cleaning Charge $74.04
Bin Swap / Cleaning Charge $168.26
Commercial Contamination Charge4 $10.00
Commercial Overage Charge5 $10.00
Emergency Services6 See Below
Note: Additional disposal fees for non-standard items (box springs, tires, televisions, etc) charged by Yolo County or City designated landfill will be charged to the customer when it is possible to identify the customer in violation.
[1] The Inactivity service fee would be charged if a Customer has a Debris Box, temporary Bin, or Compactor longer than the 14- day rental period without scheduling a pickup. On the 15th day and going forward, the customer would be charged an additional $15.31 per day. The maximum fee per month is $229.85.
[2] The Reactivation service fee would be charged for administrative costs to restart a Commercial Customer account that has been terminated pursuant to Section 7.1.2 of the Agreement due to non- payment
[3] The Delivery service fee would be charged for the delivery of a container to a Commercial Customer that is restarting services that were previously terminated pursuant to Section 7.1.2 of the Agreement due to non-payment.
[4] Material placed in a Recyclables Container other than Recyclables in quantities greater than 10%, as observed and documented by Company personnel, and (b) Material placed in an Organics Container other than Organics in quantities greater than 3%, as observed and documented by Company personnel, and (c) Excluded Waste in any quantity in any Container. Contamination charge applies to the third contamination incident after two warnings are issued.
[5] Defined as (i) Solid Waste, Recyclable Materials or Organic Waste exceeding its Container’s intended capacity such that an individual lid is lifted by an average of at least 10 inches (or would be lifted by at least 10 inches if lowered) or (ii) Solid Waste, Recyclable Materials or Organic Waste placed on top the Container. Overage charge applies to the third overage incident after two warnings are issued. [6] Company and the City shall meet and confer to negotiate a price.
2708
2709
Debris (RO) Box Rates
Effective 9/1/2025
New Monthly Rate
Eff 9/1/2025
MSW - Haul Rate
20 Yards - Includes 2 tons $323.17
30 Yards - Includes 3 tons $484.52
40 Yards - Includes 4 tons $646.07
Green Waste - Haul Rate
20 Yards - Includes 2 tons $341.57
30 Yards - Includes 3 tons $512.14
40 Yards - Includes 4 tons $682.87
Mixed Wood - Haul Rate
20 Yards - Includes 2 tons $358.79
30 Yards - Includes 3 tons $537.98
40 Yards - Includes 4 tons $717.32
C&D - Haul Rate
20 Yards - Includes 2 tons $369.94
30 Yards - Includes 3 tons $554.73
40 Yards - Includes 4 tons $739.68
Clean Wood - Haul Rate
20 Yards $166.42
30 Yards $249.39
40 Yards $332.56
Old Corrugated Cardboard (OCC) - Haul Rate
20 Yards $166.42
30 Yards $249.39
40 Yards $332.56
Recycle - Haul Rate
20 Yards $166.42
30 Yards $249.39
40 Yards $332.56
Concrete / Dirt
10 Yards - no included tonnage $228.49
* All rates are for Temp or Perm Service except 10-yard containers, which are Temp only.
Compactor Rates
Haul Rate - Per Yard - includes tonnage $27.28
Ancillary / Misc Fees
State Mandated Fee - Per yard times 4.3
weeks/month $0.27
Debris Box Roll-Top Fee Per Haul $33.66
Bad / Returned Check Fee $31.93
Snapshot Fee - Per Occurrence1 $68.03
Trip Charge2 $134.67
Inactivity Fee - Per Day (No activity for over
14 days)3 $15.30
Inactivity Fee - Maximum per month3 $229.76
Reactivation Fee - due to non-payment4 $47.60
Delivery Fee5 $204.05
Late Charge 2.5% of balance,
$5.00 minimum
Debris Box Fuel Surcharge6 See below
Contamination Fee7 See below
Emergency Services8 See below
Note: Additional disposal fees for non-standard items (box springs, tires, televisions, etc) charged by Yolo County or City designated landfill will be charged to the customer when it is possible to to identify the customer in violation.
[1] Excess Yardage/Snapshot service fee would apply to Commercial Customers each time a Customer’s Bin or Debris Box is overloaded. Driver documents the conditions with photographs, which are used by the Company in subsequent Customer contact.
[2] The Trip Charge would apply when a Commercial Customer schedules a Debris Box service call that is not needed after Company arrives at the Customer location. Company must be given a 24 hour cancellation notice by the Customer.
[3] The Inactivity service fee would be charged if a Customer has a Debris Box, temporary Bin, or Compactor longer than the 14-day rental period without scheduling a pickup. On the 15th day and going forward, the customer would be charged an additional $15.31 per day. The maximum fee per month is $229.85.
[4] The Reactivation service fee would be charged for administrative costs to restart a Commercial Customer account that has been terminated pursuant to Section 7.1.2 of the Agreement due to non- payment.
[5] The Delivery service fee would be charged for the delivery of a container to a Commercial Customer that is restarting services that were previously terminated pursuant to Section 7.1.2 of the Agreement due to non-payment.
[6] The attached fuel Surcharge rate table will be applied to only the Debris Box line of business and will be calculated based on the cost of fuel on a monthly basis. This will be a line item on the customer's monthly bill.
[7] The contamination fee is a pass-through contamination and/or adminstration fee imposed on by the landfill or disposal site for contaminated loads.
[8] Company and the City shall meet and confer to negotiate a price.
2710
2711
2712
2713
2714
2715
EXHIBIT C 2716
SMART TRUCK ROLLOUT AND PROGRAM 2717
30 - 60 Day Education Period
Residents are informed of upcoming program
Update local website with program information
Introductory package mailed to all residential customers ~90 Day Pilot / Sample Period
90 day Pilot with notification regarding occurrences that will be issues under future program, but no "instances"
Customers start learning what set-out behaviors from their household will need to be corrected under new program
SmartTruck education letters to start, informing customers of instances that would be occurrences
Postcards sent to all residential customers reminding them of start date of program Rollout and Program
SmartTruck Program Commences
Warning notifications Official warning notifications are provided to the customer from the SmartTruck system Warning notifications will be provided two times per commodity before a charge is assessed First incident: Warning. Second incident: Warning.
Charges Third incident: $10 charge. Stop charging on 4th incident.
Upsize On the 4th incident, WM may upsize the container and notify the city.
Customer dispute
Customer can dispute a warning notification or charge through WM's customer service program. Elevated cases will be referred to local management to resolve. City of Woodland will have final dispute resolution determination if customer and WM can't agree on an outcome.
Reporting
WM will provide monthly reports to the city with comprehensive data showing trendlines, progress, lists of customers with the most incidents and other data as agreed to by City and WM.
Outreach
WM's recycle coordinator will work together with City's sustainability staff to provide outreach and support to customers that require additional education and assistance with repeated contamination and overage instances. WM will keep record of outreach conducted and include in regular outreach reports.
Warning resets Warnings will reset on a 12-month rolling program
Container upsize reset Customer is required to maintain upsized container for 1 year. Container will be downsized following customer request
2718
2719
2720
SmartTruck Overage and Contamination Program SOP 2721
2722
This Standard Operating Procedure expands on Section 8.05 in the Franchise Agreement, adding details 2723 regarding the process and implementation of the program. 2724 Introductory Education 2725
During a 30 to 60-day outreach campaign, Company will send educational material informing Customers 2726 regarding the upcoming program, including updates to the website. 2727 Program Ramp Up 2728
During the 90-day outreach campaign, Company will send educational material to Customers with 2729 Contamination or Overages. Further, the Company will submit to the City a list of these Contamination or 2730 Overage occurrences, including photographs and supporting information regarding the rationale for the 2731 contamination occurrence. The City and Company will discuss the documentation to ensure the parties 2732 are aligned on qualifying Contamination and Overage events. The Company and the City will mutually 2733 agree when the program is ready to be fully implemented per Section 8.05. 2734 Quality Control and Customer Contest 2735
For each occurrence, the recorded images are initially processed through an AI system, followed by 2736 manual quality control. City and Company will coordinate to identify the proper quality control setting to 2737 reach the appropriate level of Contamination or Overage, as described in Section 1.26 and Section 1.56 2738 of the Agreement. 2739
Customers have the right to contest the violation notice. Company will be cooperative in helping 2740 Customers understand why the charge was assessed and will be solution-oriented in regard to the 2741 specific issue (i.e., if based on footage and discussion, the issue is large bricks of Styrofoam, Company 2742 will educate the Customer and suggest appropriate disposal options). 2743 Review Cycle: Twelve-month cycle. Examples: 2744
• 1st Contamination event on January 10, 2025, 2nd Contamination event on February 2, 2025. No 2745 additional events. Cycle restarts on February 2, 2026. 2746 • 1st overage event on January 10, 2025. City and Company review incident and determine it does 2747 not qualify as an Overage. Event is cleared from system. Actual 1st overage event on February 2, 2748 2025. No additional events. Cycle restarts on February 2, 2026. 2749 • 1st Overage event on January 10, 2025. 2nd Overage event on February 2, 2025. 3rd Overage 2750 event on March 3, 2025; Company collects and charges an Overage fee. 4th Overage event on 2751 April 10, 2025; Company increases service level. Cycle restarts on April 10, 2026 and Customer 2752 is eligible to downsize service to previous service level. 2753 2754
Contamination 2755
First Occurrence 2756
• Company services Containers if operationally feasible 2757 • Company provides a Violation Notice, including a photo of this issue 2758 • No charges are assessed 2759
2760
Second Occurrence 2761
• Company services Containers if operationally feasible 2762 • Company provides a Violation Notice, including a photo of this issue 2763
• No charges are assessed 2764
Third Occurrence 2765
• Company services Containers if operationally feasible 2766 • Company provides a Violation Notice, including a photo of this issue 2767 • Company charges a Contamination Fee 2768
2769
Fourth+ Occurrence 2770
• Company provides a Violation Notice, including a photo of this issue 2771 • Customer will be placed on the list for upsizing, Company will review this list for applicability and 2772 will give the City 7 days to review the list and make changes. 2773 • Company may increase the Customer’s service level 2774 o Should a Customer already be subscribed to the highest available service level, City and 2775 Company shall meet and confer to determine service approach. 2776 o All increases of service level with a Commercial Customer will involve a discussion 2777 between the Customer and a Company representative to determine the appropriate 2778 service level increase (i.e., larger Container and/or frequent service). 2779 o Should a Residential Customer be subscribed to the maximum Cart volume, a second 2780 container of the smallest size shall be provided to increase the subscription volume. 2781 Overage 2782
Examples of Overage 2783
• Full lid is lifted 10 inches or more due to excess material 2784 o (Or open container has material sticking 10 inches above top of container) 2785 • Half lid is lifted by 20 inches or more due to excess material 2786 o (Or open container has material sticking 10 inches above top of container) 2787 • Bagged or loose material that is placed on top of the container 2788 • Note: Company will not Collect any materials placed on the ground, in bags or otherwise. 2789 2790
Examples that do NOT constitute an overage 2791
• An incidental unbroken down box that slightly lifts the lid but otherwise there is no excess material 2792 beyond subscribed volume 2793
2794
First Occurrence 2795
• Company is not required to collect overage unless caused by Company spillage 2796 • Customer may correct the issue and request a return trip at an additional charge 2797 • Alternatively the Company may collect the Overage at no charge, as determined by site 2798 management. 2799
• Company provides a Violation Notice, including a photo of this issue 2800 2801
Second Occurrence 2802
• Company is not required to collect Overage unless caused by Company spillage 2803 • Customer may correct the issue and request a return trip at an additional charge 2804 • Company may collect the Overage at no charge 2805
• Company provides a Violation Notice, including a photo of this issue 2806 2807
Third Occurrence. 2808
• Company is not required to collect Overage unless caused by Company spillage 2809 • Customer may correct the issue and request a return trip at an additional charge 2810 • Company may collect the Overage and charge an Overage fee 2811 • Company provides a Violation Notice, including a photo of this issue 2812 2813
Fourth+ Occurrence. 2814
• Company provides a Violation Notice, including a photo of this issue 2815 • Customer will be placed on the list for upsizing, Company will review this list for applicability and 2816 will give the City 7 days to review the list and make changes. 2817 • Company may increase the Customer’s service level 2818 o Should a Customer already be subscribed to the highest available service level, City and 2819 Company shall meet and confer to determine service approach. 2820 o All increases of service level with a Commercial Customer will involve a discussion 2821 between the Customer and a Company representative to determine the appropriate 2822 service level increase (i.e., larger Container and/or frequent service). 2823 o Should a Residential Customer be subscribed to the maximum Cart volume, a second 2824 container of the smallest size shall be provided to increase the subscription volume. 2825 2826
Fifth Occurrence 2827
• Any occurrences of five (5) or more will place the Customer on the list for special consideration. 2828 While initially flagged for upsizing, these accounts will be shifted to a list separate from the group 2829 for 12 months for unique consideration regarding the proper intervention. 2830 2831
EXHIBIT D 2832
RATE ADJUSTMENT EXAMPLE 2833
[Type here]
EXHIBIT E
CITY SERVICE LOCATIONS
City Facility Address Has WM Services
Charles Brooks Swim Center 155 N West St Yes
Christiansen Park 202 Beamer St Yes
City Hall 300 1st St Yes
City Park 629 Cleveland St Yes
Clark Field 70 Beamer St Yes
Community Center 2001 East St Yes
Crawford Park 1733 College St Yes
Everman Park 929 Cottage Dr Yes
Ferns Park 70 W Southwood Dr Yes
Fire Station 1 101 Court St Yes
Fire Station 2 1619 West St Yes
Fire Station 3 1550 Springlake Ct Yes
Freeman Park 1001 Main St Yes
Harris Park 100 Imperial St Yes
Hiddleson Pool 1125 Elm St Yes
Klenhard Park 1771 E Gum Ave Yes
Library 250 1st St Yes
Municipal Service Center 655 N Pioneer Ave Yes
Pioneer Park 1925 Branigan Ave Yes
Police Department 1000 Lincoln Ave Yes
Rick Gonzales Park 2109 Miekle Ave Yes
Slaven Park 1705 Miekle Dr Yes
Spring Lake Park 1904 Shellhammer Dr Yes
Stormwater Lift Station 2380 E Main St Yes
Sutter St Yard 20 Sutter St Yes
Water Pollution Control Facility 42929 County Rd 24 Yes Woodland Cemetery 800 West St Yes
Woodland Regional Park 20179 County Rd 102 Yes
Woodside Park 1615 Cottonwood St Yes
New Aquatic Center 2001 East St Will need
New Spring Lake Central Park TBD Will need
New Potential Fire Station Will need
New Tech Park Property Will need
EXHIBIT F
RECYCLABLE MATERIALS
Paper
Cardboard
Boxboard or chipboard (e.g., shoe boxes, tissue boxes, cereal boxes) Newspaper
Magazines, catalogs, and glossy paper
Paper bags
Telephone books
Paper packaging or containers (including cartons)
Egg cartons
Junk mail
Phone books and soft cover books
Envelopes (labels or windows okay)
Office paper (all colors)
Plastic
All containers accepted (#1-7)
Bottles and jugs (all colors, clean & dry, with lids/caps replaced) Tubs and containers (e.g., yogurt, margarine)
Buckets and crates
Clamshell trays and deli containers
Plant pots (no ceramic)
Laundry baskets
Glass
Bottles and jars (labels okay)
All colors, lids replaced
Metal
Aluminum cans
Tin and steel cans
Clean aluminum pans and foil
Empty aerosol cans
Small scrap
Pots, pans, and utensils
Loose lids from jars
This definition may be amended from time to time by agreement of the parties. In no event shall “Recyclables” include Hazardous Waste. Company may temporarily dispose of Recyclable Materials in the event there is not commercially viable markets.
EXHIBIT G
PARENT GUARANTY
Guarantee Agreement
This Guarantee Agreement (this “Guarantee”), dated as of______, 2024, is made and entered into by USA Waste of California, Inc., a Delaware corporation (“Guarantor”).
W I T N E S S E T H:
WHEREAS, Waste Management, Inc., a subsidiary of Guarantor (the “WM Subsidiary”) has entered into a Solid Waste Franchise (the “Agreement”) effective as of September 1, 2025 with City of Woodland, California (the “City”) pursuant to which WM Subsidiary shall perform certain solid waste collection services to the City and its residents; and
WHEREAS, Guarantor will directly or indirectly benefit from the Agreement; NOW THEREFORE, in consideration of City entering into the Agreement, Guarantor hereby covenants and agrees as follows:
1. GUARANTY. Subject to the provisions hereof, Guarantor hereby irrevocably and unconditionally guarantees the timely payment when due of the financial obligations of WM Subsidiary (the “Obligations”) to City in accordance with the Agreement. To the extent that WM Subsidiary shall fail to pay any Obligations, Guarantor shall promptly pay to City the amount due. This Guarantee shall constitute a guarantee of payment and not of collection. The liability of Guarantor under the Guarantee shall be subject to the following:
Guarantor’s liability hereunder shall be and is specifically limited to payments expressly required to be made in accordance with the Agreement (even if such payments are deemed to be damages) and, except to the extent specifically provided in the Agreemen t, in no event shall Guarantor be subject hereunder to consequential, exemplary, equitable, loss of profits, punitive, tort, or any other damages, costs, or attorney’s fees.
2. DEMANDS AND NOTICE. If WM Subsidiary fails or refuses to pay any Obligations, City shall notify WM Subsidiary in writing of the manner in which WM Subsidiary has failed to pay and demand that payment be made by WM Subsidiary. If WM Subsidiary’s failure or refusal to pay continues for a period of fifteen (15) days after the date of City’s notice to WM Subsidiary, and City has elected to exercise its rights under this Guarantee, City shall make a demand upon Guarantor (hereinafter referred to as a “Payment Demand”). A Payment Demand shall be in writing and shall reasonably and briefly specify in what manner and what amount WM Subsidiary has failed to pay and an explanation of why such payment is due, with a specific statement that City is calling upon Guarantor to pay under this Guarantee. A Payment Demand satisfying the foregoing requirements shall be deemed sufficient notice to Guarantor that it must pay the Obligations. A single written Payment Demand shall be effective as to any specific default during the continuance of such default, until WM Subsidiary or Guarantor has cured such default, and additional written demands concerning such default shall not be required until such default is cured.
3. REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants that:
(a) it is a corporation duly organized and validly existing under the laws of the State of Delaware and has the corporate power and authority to execute, deliver and carry out the terms and provisions of the Guarantee;
(b) no authorization, approval, consent or order of, or registration or filing with, any court or other governmental body having jurisdiction over Guarantor is required on the part of Guarantor for the execution and delivery of this Guarantee; and
(c) this Guarantee constitutes a valid and legally binding agreement of Guarantor, except as the enforceability of this Guarantee may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting cr editors’ rights generally and by general principles of equity.
4. SETOFFS AND COUNTERCLAIMS. Without limiting Guarantor’s own defenses and rights hereunder, Guarantor reserves to itself all rights, setoffs, counterclaims and other defenses to which WM Subsidiary or any other affiliate of Guarantor is or may be entitled to arising from or out of the Agreement or
otherwise, except for defenses arising out of the bankruptcy, insolvency, dissolution or liquidation of WM Subsidiary.
5. AMENDMENT OF GUARANTY. No term or provision of this Guarantee shall be amended, modified, altered, waived, or supplemented except in a writing signed by the parties hereto.
6. WAIVERS. Guarantor hereby waives (a) notice of acceptance of this Guarantee; (b) presentment and demand concerning the liabilities of Guarantor, except as expressly hereinabove set forth; and (c) any right to require that any action or proceeding be brought agai nst WM Subsidiary or any other person, or except as expressly hereinabove set forth, to require that City seek enforcement of any performance against WM Subsidiary or any other person, prior to any action against Guarantor under the terms hereof.
Except as to applicable statutes of limitation, no delay of City in the exercise of, or failure to exercise, any rights hereunder shall operate as a waiver of such rights, a waiver of any other rights or a release of Guarantor from any obligations hereunder.
Guarantor consents to the renewal, compromise, extension, acceleration or other changes in the time of payment of or other changes in the terms of the Obligations, or any part thereof or any changes or modifications to the terms of the Agreement.
7. NOTICE. Any Payment Demand, notice, request, instruction, correspondence or other document to be given hereunder by any Party to another (herein collectively called “Notice”) shall be in writing and delivered personally or mailed by certified mail, postage prepaid and return receipt requested, or by email with confirmation of delivery, as follows:
To City: City of Woodland
300 First Street
Woodland, CA 95695
Attn: City Manager
[email protected]
To Guarantor:
The Corporation Trust Company
1209 Orange Street
Wilmington, DE 19801
With a copy by certified mail to:
Waste Management, Inc.
Attn. General Counsel
800 Capital Street, Suite 3000
Houston, TX 77002
[email protected]
Notice given by personal delivery or mail shall be effective upon actual receipt. Notice given by email shall be effective upon receipt and confirmation of delivery. All Notices by email shall be confirmed promptly after transmission in writing by certified mail or personal delivery. Any Party may change any address to which Notice is to be given to it by giving notice as provided above of such change of address.
8. MISCELLANEOUS. THIS GUARANTEE SHALL IN ALL RESPECTS BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. This Guarantee shall be binding upon Guarantor, its successors and assigns and inure to the benefit of and be enforceable by City, its successors and assigns. Guarantor may assign this Guarantee and be released from its obligations hereunder with the consent of City, which consent shall not be unreasonably withheld. The Guarantee embodies the entire agreement and understanding between Guarantor and City and supersedes all prior agreements and understandings relating to the subject matter hereof. The headings in this Guarantee are for purposes of reference only, and shall not affect the meaning hereof. This Guarantee may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.
EXECUTED as of the day and year first above written.
WASTE MANAGEMENT, INC. a Delaware corporation
By: _____________________
Title: Vice President & Treasurer
Date: _____________________
By: _____________________
Title: Assistant Treasurer
Date: _____________________
Exhibit H
Liquidated Damages
References to the following performance standards may or may not be specified elsewhere in the Franchise Agreement and apply regardless.
1) Collection Reliability
PERFORMANCE STANDARD
Liquidated Damages
Liquidated Damages
Multiplier
Reporting Frequency
1a
Start New Custome r - For each failure to commenced service to a new customer within seven (7) business days from
receiving required new start up items/paperwork from
requesting customer.
$100.00 per incident
Doubled for every
additional five (5)
Business Days
Monthly / Quarterly /
Annual
1b
Missed Pick-Ups - For each failure to collected Solid Waste, Recyclables or Organic Waste which has been properly set out for Collection on the scheduled collection day, and where Contractor failed to collect such container by the end of the next Business Day after being notified, unless missed is reported after 3:00
pm (the dispatch routing cut-off for
next day) in which case within 2 business days.
$100.00 per incident
NA
Monthly / Quarterly /
Annual
1c
Residential Scheduled Service - Failure to fully service 98% of scheduled residential accounts each day for each of the three (3) residential commodities (Solid Waste, Recyclables,
Organics) as measured monthly.
$2,500 per month for each non-
compliant line of business (Solid
Waste, Recyclables, Organics)
NA
Monthly / Quarterly /
Annual
1d
Collection of Carryovers - Failure to complete 100% of Carryovers by the next Business Day
$1,000.00 per day
NA
Monthly / Quarterly
/Annual
2) Collection Quality
PERFORMANCE STANDARD
Liquidated Damages
Liquidated Damages
Multiplier
Reporting Frequency
2a
Fluid Spills, Litter - For each occurrence of failure to properly clean up any Company generated fluid spills, trash or litter.
Except when caused by weather conditions or overage.
$300.00 per incident
NA
Monthly / Quarterly /
Annual
2b
Improper Container Placement - For each occurrence during the Rate Period of failure to replace Containers in original position, upright, with lids closed. Except when caused by weather conditions.
$10.00 (ten dollars) per cart
NA
NA
2c
Repair of Private Property - For each occurrence of failure to repair damage to property within 30 days of the date the damage was reported. This would not apply if WM has
submitted the incident to their insurance company but they are still investigating or processing payment.
$250.00 per incident
NA
Quarterly / Annual
2d
Unauthorized Collection Hours - For each occurrence of
collecting Solid Waste, Recyclable Materials, and Organic Waste during unauthorized hours .
$300.00 per incident
NA
Quarterly / Annual
3) Customer Service Responsiveness
PERFORMANCE STANDARD
Liquidated Damages
Liquidated Damages
Multiplier
Reporting Frequency
3a
Local Business Office Hours - Failure to maintain local business hours as required by this Agreement.
$300.00 per day
NA
Quarterly / Annual
3b
Directing Calls to City - For each instance where City receives a call from a Customer that reports that the Company directed them to call the City for requested information. This would only apply when verified by WM Call Recordings.
$100.00 per call
NA
Quarterly / Annual
3c
Average Speed of Answer (ASA) - For each month where the ASA exceeds 3 minutes (180 seconds)
$1,000.00 per month
NA
Quarterly / Annual
3d.
Call Abandonment Rate - Failure to achieve call abandonment rate below fifteen percent (15%)
$1,000.00 per month
NA
Quarterly / Annual
3e.
First Call Resolution Rate - Failure to achieve first call resolution rate above 90%.
$1,000.00 per month
NA
Quarterly / Annual
3f
Respond to Complaint - For each failure to inform Customer within two (2) Business Day of receipt of the Complaint the action Contractor will take to remedy a Complaint or
reasonably work to resolve complaint.
$300.00 per incident
NA
Quarterly / Annual
3g
Customer Satisfaction Standard - Failure to achieve 8.0 customer satisfaction standard for controllable feedback per monthly report. To be based on current voice of the customer survey with results reported monthly.
$1,000.00 per month
NA
Monthly / Quarterly /
Annual
3h
New Cart, Cart Exchange, Cart Replacemen t - Failure to provide new cart, or exchange or replace cart within five (5) Business Days of Customer request.
$50.00 per customer
Doubled for every
additional five (5)
Business Days
Monthly / Quarterly /
Annual
4) Smart Truck
PERFORMANCE STANDARD
Liquidated Damages
Liquidated Damages
Multiplier
Reporting Frequency
4a
Smart Truck Disputes - Failure to resolve 90% of Smart Truck disputes within 7 Business Days of customer inquiry.
$50.00 per customer
NA
Quarterly / Annual
5) Roll-Off Service
PERFORMANCE STANDARD
Liquidated Damages
Liquidated Damages
Multiplier
Reporting Frequency
5a
Service Response Time - Failure to achieve monthly Woodland business unit average of no more than two (2) Business Day container delivery response time for no less than 95% of all requests as measured by "First Available" date. (1)
$2,500 per month
$1,000 per additional
Business Day: (3) days
= $3,500 (4) days
$4,500, (5) Days $5,500
Monthly / Quarterly /
Annual
(1) First Available looks at when a customer calls for a roll off what is the first available date they can receive it regardless if I ask for a later date. If a customer calls today (Monday) and I can deliver it tomorrow (Tuesday) it calculates as (1) business Day even if I am scheduling it for a later day such as Friday. If I cannot deliver tomorrow (Tuesday) and First Available is Wednesday, It records a (2) for the Wednesday availa bility even though I want it on Friday. It measures when is the soonest that the customer can receive a box. 6) Reporting and Noticing
PERFORMANCE STANDARD
Liquidated Damages
Liquidated Damages
Multiplier
Reporting Frequency
6a Reports - Failure to submit reports in the timeframe specified in this Agreement . $200.00 per day report is overdue NA On Contractual Due Dates
6b Hazardous Waste - Failure to report WM- identified Hazardous Waste. $500.00 per incident NA Monthly / Quarterly /
Annual
7) Public Education
PERFORMANCE STANDARD
Liquidated Damages
Liquidated Damages
Multiplier
Reporting Frequency
7a
Public Education - Failure to Perform all of the approved Public Education and Outreach activities.
$5,000.00 per year
NA
Quarterly reporting of
progress specific to
Pub Ed Plan
Components (Exhibit A
7).
8) Operations
PERFORMANCE STANDARD
Liquidated Damages
Liquidated Damages
Multiplier
Reporting Frequency
8a
Commingling of Materials - Commingling Recyclables, Solid Waste and or Organics in any combination in any collection vehicle load.
$1,000.00 per incident
NA
By next Business Day
8b
Overweight Vehicles - For each instance of a vehicle load exceeding the legal load limit (roll -off loads excluded) . over 1,000 lbs = $100; over 2,000
lbs. = $250.00; Over 3,000 lbs =
$1,000.00, over 4,000 lbs =
$2,000.00 + one dollar ($1.00) for
each additional pound overweight
(i.e., 5,000 lbs = $3,000.00).
Covered under
Liquidated Damage
amount
Monthly / Quarterly /
Annual
9) Facilities
PERFORMANCE STANDARD
Liquidated Damages
Liquidated Damages
Multiplier
Reporting Frequency
9a
Landfilling Organics or Recyclables - Disposal of source - separated Recyclables or Organic loads in a landfill except in the case where Designated Processing Facility cannot or refuses to accept load.
$1,000.00 per load
NA
Monthly / Quarterly /
Annual
9b
Designated Disposal Site - Failure to deliver loads to the City Designated Disposal Site or Processing Site, except in the case where Designated Facility cannot or refuses to accept load.
$1,000.00 per load
NA
Monthly / Quarterly /
Annual
10) Street Sweeping Services
PERFORMANCE STANDARD
Liquidated Damages
Liquidated Damages
Multiplier
Reporting Frequency
10a Vehicle Speed - Operating street sweeping vehicles in excess of ten (10) miles per hour while on route.
$100.00 per route/day
NA
Quarterly/Annual
10b
Completion of Routes - Failure to complete sweeping of 98% of scheduled daily on -route miles each day, except where there are external conditions that prevent WM from
completing.
$250.00 per daily incident
NA
Quarterly/Annual
10c Completion of Routes - Failure to reschedule and service missed areas by next Business Day .
$1,000.00 per day
NA
Quarterly/Annual
10d
In-House Street Sweeping - Failure to implement WM in-house sweeping services by September 1, 2025 .
$1,000.00 per day NA Quarterly/Annual
Exhibit I
STREET SWEEPING
1. Definitions. For purposes of this Exhibit, the following terms have the following meanings:
a. Curb Mile: "Curb Mile" means one mile (5,280 feet) of City street from the face of curb, extending out into the street, the width of the sweeper.
b. Debris: All litter, rubbish, leaves, sand, dirt, garbage, and other foreign material removable from a paved street with a mechanical or vacuum street sweeper.
c. Painted Medians: Any section of road, roadway, or street that either has a two way turn lane or non-landscaped median.
d. Quality of Sweeping: The street sweeper shall leave work areas free of litter, rubbish, leaves, sand, dirt, garbage, and other foreign material while controlling visual dust in accordance with the Federal, State, and City standards. Also, the current industry standards of cleanliness shall apply.
e. Re-sweeps: Those sweeps required of Company when previous sweeps are deemed by City to be of poor quality, or when Company has missed a street or sections of a street during regularly scheduled street sweeping.
Re-sweeps shall be completed at the expense of Company.
f. Special Sweeps: Those required by City other than regularly scheduled street sweeping and involving unusual conditions such as traffic hazards, parades, and similar events. Billing for special sweeps is based on an hourly rate with travel time included, if appropriate and approved in writing by the Director of Public Works or his/her designee.
g. Street Sweeping: The removal by mechanical and/or vacuum street sweepers of all debris from all portions of the Streets, including, but not limited to both sides of Streets, adjacent to raised medians, street intersections, the areas adjacent to arterial/collector street curbs and raised medians (such as left turn pockets), and the center striped areas of Streets.
h. Streets: All dedicated public rights of way within the existing or future limits of the City of Woodland that are paved. Initially, all Streets are identified on the map in this Exhibit.
i. Sweepings: All debris removed from Streets by street sweeping vehicles.
2. Services.
a. General. Company shall provide Street Sweeping services on the Streets, as depicted in this Exhibit I. Such services have the following approximate Curb Miles: 1,792 miles
Should additional street be added from development or annexation, no additional compensation will be required. Should additional Curb Miles resulting from increased service frequency be added to this scope, the Company and the City shall meet and confer to negotiate a price.
b. HOA’s, Mobile Home Parks and Private Roads. HOA’s, Mobile Home Parks and Private Roads designated by the City will not receive Street Sweeping services.
c. Duty of Company.
i. Company shall perform Street Sweeping in accordance with accepted standards for municipal street cleaning.
ii. Company shall furnish, at Company’s own expense, all labor, equipment, and materials necessary, and shall sweep the Streets in accordance with the area maps and schedule attached to this Exhibit. The Street Sweeping process shall include removal and disposal of all accumulated Debris. Company shall adhere to the designated street sweeping schedule unless the Director of Public Works or his/her designee authorizes deviation in writing.
iii. Company shall provide emergency contact information and a 24 hour on call telephone number.
iv. Company must provide its own street sweeper parking area, sweeper debris accumulation area, employee parking area, vehicle washing infrastructure, etc. Company shall not have access to the City Yard for such activities.
v. City may require the removal of a driver from City routes that is not meeting the minimum scope of the Agreement.
d. Areas Where Street Sweeping Not Feasible. Company is not required to provide Street Sweeping services in areas of the City where not feasible,
including customers located on dirt or gravel roads, and mobile home complexes.
e. Minimal Impact. Sweeper operators shall perform activities in a professional and courteous manner. Sweeping is to be performed at times that provide the best results with minimal impact to residents and commercial businesses, flow of vehicular traffic, and the public in general.
Sweeping within the vicinity of schools shall be scheduled in order to ensure that it does not create an impact to students, teachers, and/or parents during morning drop off or afternoon pick up times. Company shall formally investigate any complaints received by the City in a prompt and expedient manner, and shall provide a written report to the City regarding the resolution of said complaint within seven business days from the date the complaint is forwarded to Company.
f. Pollution Impact. Company shall meet all applicable local, State and Federal clean water laws, rules and regulations as they relate to Street Sweeping practices. Company shall not discharge any water containing trash, debris, pollutants, fuels, oils, soaps or other non-allowable constituents from its sweeping vehicles upon any City street, to any storm drain or any non-permitted outlet.
g. Route. Company shall develop a route schedule and map to provide for sweeping at a frequency agreed upon by Company and City. Company shall provide proposed routes and future proposed route changes to the City for review and approval prior to said changes.
h. Coordination with Solid Waste Collection. Company shall make reasonable efforts to coordinate street sweeping routes with solid waste collection routes so streets shall be swept the business day after solid waste collection. One month prior to the start of each calendar year, Company shall provide a proposed schedule to the City outlining the proposed dates when each zone will be swept during the year.
i. Sweeping Hours of Operation. In commercial areas, Street Sweeping may be conducted between 6:00 am and 6:00 pm, Monday – Friday. In residential areas, Street Sweeping may be conducted between 6:00 am and 6:00 pm, Monday – Friday. Such hours may be expanded with the consent and approval of the Public Works Director or designee.
j. Holiday Adjustments. Company will adjust its Street Sweeping schedule to be consistent with holidays for solid waste collection schedules.
k. Notification of Route Changes. Company shall provide a minimum of two weeks notice to all affected Customers of approved changes to Street
Sweeping schedules. Company will develop promotional materials to include Street Sweeping schedules.
3. Sweeping Methods.
a. General. Company shall make as many passes as are necessary to remove debris including all sand, dirt, rocks, gravel, vegetation, and other sweepable debris during sweeping operations. Company shall re-sweep areas that the City has determined to have been swept unsatisfactorily within four (4) business hours of notification at no additional charge.
b. Permitted Operations. Company will operate equipment within manufacturer guidelines and observe a speed limit of 10 mph while sweeping. Company’s street sweeper operators shall maintain good safety and driving records, and use extreme caution during street sweeping.
c. Noise Limits. Sweeping shall be conducted as quietly as possible and shall conform to applicable federal, State, county, and City noise level regulations as they now exist or may be amended in the future. The City may conduct random checks of noise emission levels to ensure compliance.
d. Water Usage. Adequate water shall be used at all times to maximize dust control. Water will be provided at no charge from City fire hydrants.
Company shall not discharge liquid waste from sweeper units onto City streets or into the storm drain system.
e. Parked Vehicles and Other Impediments. Company shall not be responsible for areas missed due to parked cars or other impediments, including construction debris. In such case, Company must note and report areas missed to City.
f. Inclement Weather. Company shall notify the City in the event of canceling scheduled Street Sweeping due to inclement weather. During inclement weather, a two hour standby period between 7:00 a.m. and 9:00 a.m. shall be observed before a scheduled Residential or Commercial sweep will be canceled. When inclement weather, in City’s opinion, prevents adherence to the regular sweeping schedule in a given week, the sweeping of areas so affected by the inclement weather shall be swept within the following one week period from the date of the scheduled sweeping, without interruption of the regular sweeping schedule. The Company shall perform all extra work required by such inclement weather without additional charge or impact to City bank of hours.
g. Protection and Restoration of Existing Improvements. The Company shall be responsible for the protection of public and private property adjacent to the work and shall exercise due caution to avoid damage to such property.
The Company shall repair or replace all existing improvements within or adjacent to the area of work (i.e. lawns, trees, shrubs, hedges, fences, walls, sprinkler systems, sidewalks, driveways, curbs, gutters, valves, manholes, pavement, etc.) which are damaged or removed as a result of operations. New improvements shall be constructed and modified to match existing improvements and existing field condition with proper grade. Repairs and replacements shall be equal to or better than existing improvements, and shall match them in finish and dimension. Old materials shall be replaced with new materials. Discharging or disposal of liquid or Solid Waste, including leakage from sweepers, will not be permitted onto public or private property, street, or storm drain systems.
Company is responsible for cleanup of oil leaks and other discharge from the sweeper at their expense.
4. Staff.
a. General. All staff associated with Street Sweeping operations will be uniformed and have the ability to contact a supervisor from the vehicle. All vehicle operators shall be appropriately licensed to operate sweeping vehicles on public streets and shall obey all applicable traffic laws.
b. Qualified Personnel. Company shall furnish such qualified drivers, mechanical, supervisory, clerical, management and other personnel as may be necessary to provide the Street Sweeping services in a satisfactory, safe, economical and efficient manner. All drivers shall be trained and qualified in the operation of vehicles they operate and must possess a valid license, of the appropriate class, issued by the California Department of Motor Vehicles.
c. Supervision. Street Sweeping shall be done in a thorough and professional manner in accordance with generally accepted good practices in the street sweeping industry. Company shall designate a contact person to be available daily during street sweeping hours, and as well as a contact person(s) to be available daily during off hours for emergencies.
d. Reserves. Adequate reserve staff and equipment shall exist to meet all obligations.
e. Customer Service Requirements. Company must have customer service staff that is adequately trained to handle Street Sweeping related complaints.
5. Debris and Water Usage.
a. General. Company is responsible for the disposal of all Street Sweeping debris collected. If Company utilizes a Bin for sweeping in a particular area, once the routes are established, Company shall coordinate the location of the Bins. The Bins shall be water-tight and able to accommodate the anticipated sweeping debris for each scheduled route.
There shall be sufficient Bins placed in strategic locations along the Street Sweeping routes. These Bins shall be emptied and removed from the site the same day they are filled. Company shall be responsible for the cleanup around the Bins on a daily basis and any cost associated with hauling the Street Sweeping debris.
b. Water Usage. Company may utilize water from fire hydrants in the City.
6. Credit Hours. At the beginning of each calendar year, Company shall provide the City a bank of 200 credit hours. Credit hours shall be "banked" and available for use by City for specific sweeping projects outside the scope of the established routes and route schedules and beyond additional hours. Credit hours cannot be accumulated by the City and credited to the next calendar year.
7. Holidays. No Street Sweeping services are required to be performed on the Holidays, as defined in Section 1.46 of the Agreement.
8. Outreach. Company must perform outreach to adequately educate the public so that the public knows that complaints and issues with Street Sweeping are to be directed to the Company and reminders of how to maximize benefits of Street Sweeping program. Outreach must be performed at least once per Rate Year.