Loading...
WM Collection Services AgreemeSolid Waste Collection Services Agreement Dated: July 1, 2019 COLLECTION SERVICES AGREEMENT FOR THE PROVISION OF RESIDENTIAL AND COMMERCIAL GARBAGE, RECYCLABLE MATERIALS AND ORGANIC WASTE COLLECTION SERVICES Executed By and Between the City of Beaumont and USA Waste of California, Inc., d.b.a. Waste Management of the Inland Empire Approval Date: May 7, 2019 Effective Date: July 1, 2019 Page 1 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 This page intentionally left blank. Page 2 of 114 RIV #4843-5984-1173 V2 TABLE OF CONTENTS COLLECTION SERVICES AGREEMENT Page ARTICLE1. DEFINITIONS........................................................................................................8 ARTICLE 2. TERM OF AGREEMENT AND CONSIDERATIONS............................................19 ARTICLE 3. SERVICES PROVIDED BY CONTRACTOR........................................................20 ARTICLE 4. CHARGES AND RATES......................................................................................28 ARTICLE 5. DIVERSION REQUIREMENTS............................................................................33 ARTICLE 6. SERVICE UNITS.................................................................................................36 ARTICLE 7. SFD COLLECTION SERVICES...........................................................................37 ARTICLE 8. COMMERCIAL COLLECTION SERVICES..........................................................43 ARTICLE 9. CITY SERVICES PROVIDED BY CONTRACTOR...............................................49 ARTICLE 10. COLLECTION ROUTES....................................................................................58 ARTICLE 11. MINIMUM PERFORMANCE AND DIVERSION STANDARDS ...........................59 ARTICLE 12. COLLECTION EQUIPMENT..............................................................................61 ARTICLE 13. CONTRACTOR'S OFFICE.................................................................................64 ARTICLE 14. CONTRACTOR SUPPORT SERVICES.............................................................65 ARTICLE 15. EMERGENCY SERVICE...................................................................................68 ARTICLE 16. RECORD KEEPING AND REPORTING REQUIREMENTS...............................69 ARTICLE 17. NONDISCRIMINATION......................................................................................73 ARTICLE 18. SERVICE INQUIRIES AND COMPLAINTS........................................................73 ARTICLE 19. QUALITY OF PERFORMANCE OF CONTRACTOR.........................................74 ARTICLE 20. LETTER OF CREDIT.........................................................................................78 ARTICLE 21. INSURANCE......................................................................................................78 ARTICLE 22. INDEMNIFICATION...........................................................................................81 ARTICLE 23. DEFAULT OF AGREEMENT.............................................................................83 ARTICLE 24. MODIFICATIONS TO THE AGREEMENT.........................................................85 ARTICLE 25. LEGAL REPRESENTATION..............................................................................86 ARTICLE 26. FINANCIAL INTEREST......................................................................................86 ARTICLE 27. CONTRACTOR'S PERSONNEL........................................................................86 Page 3 of 114 RIV #4843-5984-1173 V2 TABLE OF CONTENTS (continued) Page ARTICLE 28. EXEMPT WASTE...............................................................................................87 ARTICLE 29. INDEPENDENT CONTRACTOR.......................................................................87 ARTICLE 30. LAWS TO GOVERN..........................................................................................88 ARTICLE 31. CONSENT TO JURISDICTION..........................................................................88 ARTICLE32. ASSIGNMENT...................................................................................................88 ARTICLE 33. COMPLIANCE WITH LAWS..............................................................................88 ARTICLE 34. PERMITS AND LICENSES................................................................................89 ARTICLE 35. OWNERSHIP OF WRITTEN MATERIALS.........................................................89 ARTICLE 36. WAIVER.............................................................................................................89 ARTICLE 37. PROHIBITION AGAINST GIFTS........................................................................89 ARTICLE 38. POINT OF CONTACT........................................................................................89 ARTICLE39. NOTICES...........................................................................................................90 ARTICLE 40. TRANSITION TO NEXT CONTRACTOR...........................................................90 ARTICLE 41. CONTRACTOR'S RECORDS............................................................................91 ARTICLE 42. ENTIRE AGREEMENT......................................................................................92 ARTICLE 43. SEVERABILITY.................................................................................................92 ARTICLE 44. RIGHT TO REQUIRE PERFORMANCE............................................................92 ARTICLE 45. ALL PRIOR AGREEMENTS SUPERSEDED.....................................................92 ARTICLE 46. HEADINGS........................................................................................................92 ARTICLE 47. EXHIBITS..........................................................................................................92 ARTICLE 48. ATTORNEY'S FEES..........................................................................................93 ARTICLE 49. EFFECTIVE DATE.............................................................................................93 ARTICLE 50. GUARANTEE OF CONTRACTOR'S PERFORMANCE.....................................93 EXHIBIT 1 Maximum Service Rates............................................................................95 EXHIBIT 2 City Sponsored Events............................................................................101 EXHIBIT 3 List of City Properties...............................................................................102 EXHIBIT 4 Cart and Bin Specifications......................................................................103 EXHIBIT 5 List of Approved Subcontractors.............................................................104 Page 4 of 114 RIV #4843-5984-1173 v2 TABLE OF CONTENTS (continued) Page EXHIBIT 6 Sustainabilty Plan...................................................................................105 EXHIBIT 7 Diversion Plan.........................................................................................107 EXHIBIT 8 Corporate Guaranty................................................................................111 Page 5 of 114 RIV #4843-5984-1173 V2 Solid Waste Collection Services Agreement Dated: July 1, 2019 This Agreement for the Provision of Residential and Commercial Solid Waste, Recyclable Materials and Organics Collection Services ("Agreement") in entered into this 7th Day of May, by and between the City of Beaumont, a general law city and municipal corporation in the State of California, ("CITY") and USA Waste of California Inc., a Delaware Corporation, doing business as Waste Management of the Inland Empire, ("CONTRACTOR") on the terms and conditions set forth herein. CITY and CONTRACTOR may be referred to herein individually as a "Party" or collectively as the "Parties". RECITALS A. Article XI, § 7 of the California Constitution authorizes cities to protect public health and safety by taking measures in furtherance of their authority over police and sanitary matters; and B. The Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989, ("AB 939" or the "Act") (codified at Public Resources Code §§ 4000 et seq.) established a solid waste management process which requires cities and other local jurisdictions to implement plans for source reduction, reuse and recycling as integrated waste management practices for solid waste attributed to sources within their respective jurisdictions; and C. The Act provides that aspects of solid waste handling of local concern include but are not limited to frequency of collection, means of collection and transportation, level of services, charges and fees, and nature, location and extent of providing solid waste services; and D. The Act confers discretion on cities to provide for the delivery of refuse services to its residents by the CITY itself providing the services or by the CITY conferring the authority to do so on private profit-making entities and when cities confer the authority to provide refuse services on private profit-making entities; cities are authorized to do so by means which include the award of a nonexclusive, partially exclusive or wholly exclusive franchise, contract, license or otherwise; and E. The City of Beaumont's Municipal Code implements Article XI, § 7 of the California Constitution and the Act in the City of Beaumont and protects public health and safety by authorizing the City Council to provide refuse service itself or to award one or more franchises, permits or licenses to provide that service; and F. The City Council has determined, in the exercise of its legislative discretion, that it is in the best interests of the CITY and its residents for the CITY to franchise comprehensive refuse service to a private enterprise with the special skills, knowledge, facilities and other capabilities to ensure a high level of service and compliance with the existing statutory and regulatory requirements; and G. The City Council during its regular meeting of May 7, 2019 approved the award of an exclusive franchise agreement for comprehensive refuse services with CONTRACTOR because the City Council determined, in the exercise of its legislative discretion, that CONTRACTOR would continue to provide high quality services to Service Recipients; and H. CITY and CONTRACTOR are mindful of the provisions of the laws governing the safe collection, transport, recycling and disposal of residential and commercial Solid Waste, including AB 939, Page 6 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 the Resource Conservation and Recovery Act ("RCRA'), 42 U.S.C. §§ 6901 et seq., the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA'), 42 U.S.C. §§ 9601 et. seq.; the Electronic Waste Recycling Act of 2003 (SB 20, Sher, Chapter 526, Statutes of 2003; SB 50, Sher, Chapter 863, Statutes of 2004; AB 575, Wolke, Chapter 59, Statutes of 2011), laws governing Universal Waste, including, but not limited to, Universal Waste Electronics Devices ("UWED"), non -empty aerosol cans, fluorescent tubes, high intensity discharge lamps, sodium vapor lamps, and any other lamp exhibiting a characteristic of a hazardous waste, batteries (rechargeable nickel -cadmium batteries, silver button batteries, mercury batteries, small sealed lead acid batteries [burglar alarm and emergency light batteries] alkaline batteries, carbon -zinc batteries and any other batteries which exhibit the characteristic of a hazardous waste), mercury thermometers, mercury -containing switches; and I. CITY and CONTRACTOR desire to leave no doubts as to their respective roles and to make it clear that by entering into this Agreement, CITY is not thereby becoming a "generator" or an "arranger" as those terms are used in the context of CERCLA § 107(a)(3) and that it is CONTRACTOR, an independent entity, not CITY, which will arrange to collect Solid Waste from SFD, MFD, CITY and Commercial Service Units in the City of Beaumont, transport for recycling and disposal and dispose of Solid Wastes which may contain small amounts of household products with the characteristics of hazardous wastes, collect and compost Organic Waste and collect and recycle Recyclable Materials from SFD, MFD, CITY, and Commercial Service Units in the City of Beaumont, and collect and recycle or dispose of Construction and Demolition Materials; and J. There are no places within the City limits of the City of Beaumont where landfills are located, or which are suitable for the siting of a landfill and therefore Solid Waste must be exported from the City; and K. CITY and CONTRACTOR agree that it is CONTRACTOR, and not CITY, which will select the landfill or transformation facility destination of the non -recyclable residential and commercial Solid Waste and Construction and Demolition Materials which Contractor will arrange to collect, that CITY has not, and by this Agreement does not, instruct CONTRACTOR on its collection methods, nor supervise CONTRACTOR in the collection of waste and nothing in this Agreement or other action of the CITY shall be construed to give rise to any inference that the CITY has any title, ownership or right of possession of such Solid Waste; and L. CONTRACTOR represents and warrants to CITY that CONTRACTOR has the experience and qualifications to conduct recycling and waste diversion programs, to provide CITY with information sufficient to meet the CITY's reporting requirements to CalRecycle and other agencies under the Act, to meet CITY's other requirements under the Act, to arrange with persons in charge of day-to-day activities of Service Units in the City of Beaumont for the collection, safe transport and disposal of Solid Wastes which may contain small amounts of household products with the characteristics of Hazardous Wastes, in a safe manner which shall minimize the adverse effects of collection vehicles on air quality and traffic, and that CONTRACTOR has the ability to indemnify CITY in accordance with this Agreement; and M. The City Council of the City of Beaumont determines and finds pursuant to California Public Resources Code § 40059(a)(1) that the public interest, health, safety and well-being, including the Page 7 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 minimization of adverse impacts on air quality and traffic from excessive numbers of collection vehicles, the implementation of measures consistent with the City's Source Reduction and Recycling Component, and in an effort to reduce the CITY's potential CERCLA liability, would be served if CONTRACTOR were to be awarded an exclusive Franchise for collection, recycling, diversion and disposal of Solid Waste from Service Units in the City of Beaumont; and N. Previously, CITY and CONTRACTOR entered into that "Agreement between City of Beaumont and Waste Management of Inland Valley, A division of Waste Management Collection and Recycling, Inc.," with term commencing March 1, 1997, for solid waste collection services, as amended on June 19, 2001, October 7, 2003, and December 21, 2010 (collectively "Prior Agreements"). The Parties agree that solid waste collection services shall continue to be provided by CONTRACTOR under the Prior Agreements until 11:59 p.m. on June 30, 2019 and that solid waste collection services shall resume pursuant to this Agreement as of 12:00 a.m. July 1, 2019 ("Effective Date") at which time the Parties agree that the Prior Agreement shall be superseded by this Agreement and this Agreement shall be controlling. OPERATIVE PROVISIONS Now, therefore, in consideration of the mutual covenants, agreements and consideration contained in this Agreement, CITY and CONTRACTOR agree as follows: ARTICLE 1. Definitions For the purpose of this Agreement, the definitions contained in this Article apply unless otherwise specifically- stated. Whennotinconsistent- with -the -context, words used -in -the -present tense include the future, words in the plural include the singular, and words in the singular include the plural. Use of the masculine gender includes the feminine gender. The meaning of terms or words not defined in this Article will be as commonly understood in the solid waste collection services industry when the common understanding is uncertain. 1.01 AB 341. State of California Assembly Bill No. 341 approved October 5, 2011. AB 341 requires businesses, defined to include commercial or public entities that generate more than 4 cubic yards of commercial solid waste per week or multifamily residential dwellings of 5 units or more to arrange for recycling services, on and after July 1, 2012. AB 341 requires jurisdictions, on and after July 1, 2012, to implement a commercial solid waste recycling program. 1.02 AB 939. State of California Assembly Bill No. 939 approved September 29, 1989 enacting the California Integrated Waste Management Act of 1989, codified in part at Public Resources Code §§ 40000 and following, as it may be amended and as implemented by the regulations of the California Department of Resources Recycling and Recovery (CalRecycle), or its successor agency. 1.03 AB 1594. State of California Assembly Bill No. 1594 approved September 28, 2014. AB 1594 provides that the use of green material as Alternative Daily Cover does not constitute diversion through recycling and would be considered disposal. Page 8 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 1.04 AB 1826. State of California Assembly Bill No. 1826 approved September 28, 2014. AB 1826 requires each jurisdiction, on and after January 1, 2016, to implement an organic waste recycling program to divert organic waste from businesses. Each business meeting specific organic waste or solid waste generation thresholds phased in from April 1, 2016 to January 1, 2020 is required to arrange for organic waste recycling services. 1.05 Act. Act means the Integrated Waste Management Act of 1989, as amended (California Public Resources Code Section 40000 et. seq.). 1.06 Agreement. This written document and all amendments, between CITY and CONTRACTOR, governing the provision of Collection Services. 1.07 Agreement Administrator. The City Manager, or his or her designee, designated to administer and monitor the provisions of this Agreement. 1.08 Agreement Year. Agreement year means each twelve (12) month period from July 1st to June 30th during the term of this Agreement. 1.09 Annual Diversion Report. The annual report submitted by CONTRACTOR to the CITY describing the previous Calendar Year's diversion activities, diversion percentages and associated calculations and the description of the diversion activity planned for the upcoming year, if applicable. 1.10 Appendix. Appendix means an appendix to this Agreement, as the same may be amended or modified from time to time in accordance with the terms hereof. 1.11 Applicable Law. All Federal, State, county, and local laws, regulations, rules, orders, judgments, decrees, rulings, permits, approvals, or other requirement of any governmental entity or regulatory or quasi -regulatory authority having jurisdiction over an aspect of the Collection Services, including judicial interpretations thereof, that are in force on the Effective Date including without limitation AB 341, AB 939, AB 1594, AB 1826 and SB 1383, and as may be enacted, issued or amended thereafter, until termination or expiration of this Agreement. 1.12 Best Management Practice. Best Management Practice means the collection of written activities, practices, policies and procedures prepared and proposed by a responsible party, and then approved by the Agreement Administrator, to prevent or reduce, to the maximum extent that is technologically and economically feasible, the discharge of pollutants to the storm drain system which might be generated from any site in the CITY. 1.13 Bins. A metal or plastic container, with a capacity of one (1) cubic yard up to and including six (6) cubic yards, designed or intended to be mechanically dumped into a loader packer type truck, that is approved for Collection Services by CITY. Bins may also include Compactors that are owned by Commercial Service Units by which the Commercial Collection Service occurs. The specifications for CONTRACTOR -provided Bins are set forth in Exhibit 4. 1.14 Biohazardous or Biomedical Waste. Any waste which may cause disease or reasonably be suspected of harboring pathogenic organisms; included are waste resulting from the Page 9 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 operation of medical clinics, hospitals, and other facilities processing wastes which may consist of, but are not limited to, human and animal parts, contaminated bandages, pathological specimens, hypodermic needles, sharps, contaminated clothing and surgical gloves. 1.15 Brown Goods. Electronic equipment such as stereos, televisions, computers, VCR's and other similar items collected from SFD Service Units. 1.16 Business. All retail, professional, wholesale and industrial facilities, and other commercial enterprises offering goods or services to the public. 1.17 Business Days. Any Monday through Friday, excluding any holidays as defined in Section 3.06. 1.18 Calendar Year. Each twelve (12) month period from January 1 to December 31. 1.19 Carts. A heavy plastic receptacle with a rated capacity of at least twenty thirty-two (32) and not more than one -hundred (100) gallons, having a hinged tight -fitting lid and wheels, that is approved by the Agreement Administrator for use by Service Recipients for Collection Services under this Agreement. The specifications for CONTRACTOR -provided Carts are set forth in Exhibit 4. 1.20 CEQA. CEQA means the California Environmental Quality Act, codified at Cal. Pub. Res. Code 21000 et seg. as amended or superseded, and the regulations promulgated thereunder and as set forth in the California Code of Regulations. 1.21 CERCLA. The Comprehensive -Environmental Response, Compensation--and-Liability Act of 1980, 42 U.S.C. Sections 9601 and following, as may be amended and regulations promulgated thereunder. 1.22 Change in Laws. Change in Laws means any of the following events or conditions which has a material and adverse effects on the performance by the parties of their respective obligations under this Agreement (except for payment obligations), or on the siting, design, permitting, acquisition, construction, equipping, financing, ownership, possession, management operation or maintenance of the operating assets or providing the franchise service or other matters to which Applicable Law applies: (1) the enactment, adoption, promulgation, issuance, modification, or written change of or in Applicable Law, including but not limited to new or increased fees and charges imposed by the State of California or the U.S. Federal government directly related to the collection, handling, processing, recycling or disposal of Solid Waste, or the enactment, adoption, promulgation, issuance, modification, or written change in administrative or judicial interpretation on or after Effective Date of any Applicable Law; (2) the order or judgment of any Governmental Body, on or after the Effective Date, to the extent such order or judgment is not the result of willful or negligent action, error or omission or lack of reasonable diligence of the CITY or of the CONTRACTOR, whichever is asserting the occurrence of a Change in Law; provided, however, that the contesting in good faith or the failure in good faith to contest any such order or judgment shall not constitute or be construed as such a willful or negligent action, error or omission or lack of reasonable diligence; or Page 10 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 (3) the denial of an application for, delay in the review, issuance or renewal of, suspension, termination, interruption or imposition of a new or more stringent condition in connection with the issuance, renewal or failure of issuance or renewal on or after the Effective Date of any Legal Entitlement to the extent that such denial, delay, suspension, termination, interruption, imposition or failure materially and adversely interferes with the performance of this Agreement, of and to the extent that such denial, delay, suspension, termination, interruption, imposition or failure is not the result of willful or negligent action, error or omission or a lack of reasonable diligence of the CITY or of the CONTRACTOR, whichever is asserting the occurrence of a Change of Law; provided, however, that the contesting in good faith or failure in good faith to contest any such denial, delay, suspension, termination, interruption, imposition or failure shall not be construed as such a willful or negligent action, error or omission or lack of reasonable diligence. 1.23 CITY. The City of Beaumont, California. 1.24 City Collection Service. City Solid Waste Collection Service, City Organic Waste Collection Service, City Recycling Service, and Street Sweeping Services. 1.25 City Facility. City Facility(les) means any building or other site owned, leased or used regularly and significantly and the space therein occupied by more than seventy-five percent (75%) by employees or contractors of the CITY, and excludes those portions of such facilities used by others. 1.26 City Manager. City Manager means the City Manager of the City of Beaumont, or his or her designated representative, or any employee of the CITY who succeeds to the duties and responsibilities of the City Manager. 1.27 Code. Code means the City of Beaumont Municipal Code. 1.28 Collection. The process whereby Residential, Commercial, and City Solid Waste are removed and transported to a Disposal Facility, Organic Waste Processing Facility or Materials Recycling Facility as appropriate. 1.29 Collection Services. SFD Collection Service, MFD Collection Service, Commercial Collection Service, City Collection Service, and Construction and Demolition Debris and Other Temporary Collection Service. 1.30 Commercial Collection Service. Commercial Solid Waste Collection Service, Commercial Organic Waste Collection Service, and Commercial Recycling Service. Commercial Collection Service shall also include Collection from MFD Service Units and City Service Units. Commercial Collection Service specifically includes the following: A. Commercial Garbage Collection Service. The Collection of Commercial Garbage by CONTRACTOR, from Commercial Service Units in the Service Area and the delivery of that Commercial Solid Waste to a Disposal Facility. B. Commercial Organic Waste Collection Service. The Collection of Organic Waste, by CONTRACTOR, from Commercial Service Units in the Service Area, Page 11 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 the delivery of those Organic Waste materials to an Organic Waste Processing Facility and the processing and marketing of those Organic Waste materials, and the disposal of all Commercial Organic Waste Processing Residue. C. Commercial Recyclinq Collection Service. The Collection of Recyclable Materials, by CONTRACTOR, from Commercial Service Units in the Service Area, the delivery of those Recyclable Materials to a Materials Recycling Facility and the processing and marketing of those Recyclable Materials, and the disposal of all Commercial Recyclable Materials Processing Residue. 1.31 Compactor. Any Bin or Roll -Off Container which has a compaction mechanism, whether stationary or mobile. 1.32 CONTRACTOR. USA Waste of California, Inc., doing business as Waste Management of the Inland Empire, the entity that has obtained from the CITY this Agreement to provide Collection Services. 1.33 CONTRACTOR Representative. The person, or designee, designated by the CONTRACTOR to manage the provisions of this Agreement. 1.34 Construction and Demolition Debris and Other Temporary Collection Service. Temporary Collection and processing of Construction and Demolition Debris and other Solid Waste, and which is placed in a Bin or Roll -Off Container. 1.35 County. Riverside County, -California. 1.36 Dispose or Disposal. The final disposition of Garbage collected. 1.37 Disposal Facility. The facility(ies) utilized by CONTRACTOR for the disposal, or processing as appropriate, of Garbage and other materials as appropriate and acceptable. 1.38 Dwelling Unit. Any individual living unit in a single-family dwelling, condominium, or town home (SFD), or MFD Units, or building intended for, or capable of being utilized for, residential living. 1.39 Effective Date. Effective date has the meaning specified in Section 2.1 of this Agreement. 1.40 Exempt Waste. Biohazardous or Biomedical Waste, Hazardous Waste, Sludge, automobiles, automobile parts, boats, boat parts, boat trailers, internal combustion engines, lead -acid batteries, dead animals, and those wastes under the control of the Nuclear Regulatory Commission. 1.41 Franchised Diversion. Franchise Diversion means the rate of diversion or which CONTRACTOR is responsible to achieve as defined and calculated to achieve in Section 5.02.1. Page 12 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 1.42 Garbage Collection Service. The Collection and disposal of Garbage from City Service Units, Commercial Service Units, MFD Service Units, SFD Service Units. 1.43 Gross Receipts. All revenue amounts received by CONTRACTOR for the provision of Collection Services pursuant to this Agreement, calculated in accordance with Generally Accepted Accounting Procedures (GAAP). The term Gross Receipts, for purposes of this Agreement, does not include any revenues generated from the sale of Recyclable Material, compost product or energy, or other receipts from state and local government accounts (e.g. grants, cash awards and rebates) resulting from the performance of this Agreement. 1.44 Household Hazardous Waste (HHW). Household products that can catch fire, react, or explode under certain circumstances, or that are corrosive or toxic as household hazardous waste. Products, such as paints, cleaners, oils, batteries, and pesticides can contain hazardous ingredients and require special care when you dispose of them. 1.45 Hazardous Waste. Any material which is defined as a hazardous waste under California or United States law or any regulations promulgated pursuant to such law, as such law or regulations may be amended from time to time. 1.46 Materials Recycling Facility (MRF. Any facility designed, operated, and legally permitted for the purpose of receiving, sorting, processing, storing, or preparing Recyclable Materials for sale. 1.47 Maximum Service Rate. The maximum amount that CONTRACTOR may charge Service Recipients for Collection Services, as listed in Exhibit 1, and as may be adjusted in accordance with the provisions of this Agreement. 1.48 Mixed Use Dwelling. A building or structure which contains at least one (1) Business Service Unit and at least one (1) Dwelling Unit and utilizes a common Garbage Bin or Garbage Cart for the accumulation and Collection of Commercial Solid Waste. 1.49 MFD Collection Service. MFD Solid Waste Collection Service, MFD Recycling Service, MFD Organic Waste Collection Service, and MFD Large Item Collection Service. MFD Collection Service specifically includes the following: A. MFD Garbage Collection Service. The Collection of Residential Garbage, by CONTRACTOR, from MFD Service Units in the Service Area and the delivery of that Residential Garbage to a Disposal Facility. B. MFD Large Item Collection Service. The periodic on-call Collection of Large Items, by CONTRACTOR, from MFD Service Units in the Service Area and the delivery of those Large Items to a Disposal Facility, Materials Recycling Facility or such other facility as may be appropriate under the terms of this Agreement. MFD Large Item Collection Service may include the Collection of Large Items through the use of Roll -Off Containers. Page 13 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 C. MFD Organic Waste Collection Service. The Collection of Organic Waste, by CONTRACTOR, from MFD Service Units in the Service Area, the delivery of those Organic Waste materials to an Organic Waste Processing Facility and the processing and marketing of those Organic Waste materials, and the disposal of all MFD Organic Waste Processing Residue. D. MFD Recycling Service. The Collection of Recyclable Materials by the CONTRACTOR from MFD Service Units in the Service Area, the delivery of those Recyclable Materials to a Materials Recycling Facility and the processing and marketing of those Recyclable Materials, and the disposal of all MFD Recyclable Materials Processing Residue. 1.50 Non -Collection Notice. A form developed and used by CONTRACTOR, as approved by CITY, to notify Service Recipients of the reason for non -collection of materials set out by the Service Recipient for Collection by CONTRACTOR pursuant to this Agreement. 1.51 Organic Waste Collection Service. The collection, processing and marketing of Organic Waste from City Service Units, Commercial Service Units, MFD Service Units, SFD Service Units (in the Service Area and the disposal of all Organic Waste Processing Residual. 1.52 Organic Waste Processing Facility. Any facility designed, operated and legally permitted for the purpose of receiving, and processing Food Waste, Green Waste, Large Green Waste, and Other Organics. 1.53 Organic Waste Processing Residual. Materials Collected pursuant to this Agreement, including both Organic Waste, and Contaminants, that are delivered to an Organic Waste Processing Facility but are Residual as defined in Section 1.58. 1.54 Overage. Overage means excess Garbage, Organic Waste and Recyclable Materials (i) placed inside a Container that prevents the lid on the Container from being completely closed (i.e., lid remains open greater 45 -degrees) or (ii) that could potentially result in excess materials spilling/dislodging during collection activity by CONTRACTOR's vehicles or require cleanup of the area around the Container. 1.55 Rebuilt Vehicle. For purposes of this Agreement, "rebuilt" means, at a minimum, replacement of worn parts and reconditioning or replacement of hydraulic systems, transmissions, differentials, electrical systems, engines, and brake systems. In addition, the rebuilt vehicle must be repainted, and its tires must have at least eighty-five percent (85%) of tread remaining. 1.56 Recyclable Materials Collection Service. The collection, processing and marketing of Recyclable Material from City Service Units, Commercial Service Units, MFD Service Units, SFD Service Units and the disposal of all Recyclable Materials Processing Residual. 1.57 Refuse Rate Index (RRI). The index sets as published by United States Bureau of Labor Statistics. The Index set used to calculate the Maximum Service Rates are: Page 14 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 A. Employment Cost Index Series Id# CIS20140000000001, all US Cities, not seasonally adjusted. B. Commodity Index Series Id# PPI -SW PCU562111, all US Cities, not seasonally adjusted. C. Transportation Industries Series Id# PCUATRANSATRANS, all US Cities, not seasonally adjusted not seasonally adjusted. 1.58 Residual or Residuals. Residual or Residuals means Garbage that is not diverted from landfill disposal after it has been delivered to an Organic Waste Processing Facility or a Recyclables Processing Facility for processing for diversion from landfill disposal. For determining the amount of Residuals in Recyclable Materials, CONTRACTOR shall conduct a characterization study of inbound Recyclable Materials by July 1 st of each year to be used for the subsequent twelve (12) month period. 1.59 Roll -Off Collection Service. The collection of Roll -Off Containers containing Solid Waste from SFD Service Units, MFD service Units, City Service Units, or Commercial Service Units on a permanent or temporary basis. 1.60 Roll -Off Container. A metal container with a capacity of ten (10) or more cubic yards that is normally loaded onto a motor vehicle and transported to an appropriate facility. 1.61 SB 1016. State of California Senate Bill 1016, approved September 16, 2008 adopted a per capita disposal based accounting system for diversion reporting in meeting the mandated 50 percent diversion requirement as -set by AB 939. SB 1016 also changed reporting and review process so that jurisdictions meeting the 50 percent diversion requirement would be subject CalRecycle (formally referred to as the CIWMB) review every four years, while those jurisdictions not meeting the 50 percent diversion requirement would continue to be reviewed by CalRecycle every two years. 1.62 SB 1383. State of California Senate Bill 1383, approved September 19, 2016 mandates a fifty percent (50%) reduction in disposal of Organic Materials from the 2014 levels by 2020 and seventy-five percent (75%) by 2025. According to CalRecycle's 2014 Waste Characterization Study, approximately 20 million tons of organics were disposed in 2014. For the SB 1383 mandates, this translates to a requirement to limit disposal of organics to roughly 10 million tons by January 1, 2020. A seventy-five percent (75%) reduction from the 2014 level requires California to limit disposal to roughly five (5) million tons of organics annually on and after 2025. Further, SB 1383 requires CalRecycle's regulations to include requirements designed to improve the recovery of edible food that is currently landfilled by twenty percent (20%) by 2025. 1.63 Service Area. That area within the city limits of the City of Beaumont designated by CITY as the Service Area as those limits may be adjusted from time to time by annexation or similar process as allowed under California law. 1.64 Service Recipient. An individual, Business, or the CITY receiving SFD, MFD, Commercial, or CITY Collection Services. Page 15 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 1.65 Service Unit. SFD Service Units, MFD Service Units, City Service Units, or Commercial Service Units. Service Unit specifically includes the following: A. City Service Unit. City Facility(ies) that utilize a Bin, Cart, or Roll -Off Container(s) for the accumulation and set -out of Solid Waste. City Service Units are listed in Exhibit 3, and as may be modified by written notice to CONTRACTOR by the CITY. B. Commercial Service Unit. Business Service Units, City Service Units and Mixed - Use Dwellings that utilize a Garbage Bin, Cart, Compactor, Roll -Off Container for the accumulation and set -out of Commercial Solid Waste. C. Multi -Family Dwelling Service Unit (MFD). Five (5) or greater Dwelling Units in the Service Area utilizing a Cart or Bin, or any combination of MFD Dwelling Units sharing Carts, Bins, or Roll -off Containers for the accumulation and set out of Residential Solid Waste. D. SFD Service Unit. Any Single -Family Dwelling Unit (SFD) in the Service Area utilizing a Cart, or any combination of 1 — 4 Dwelling Units sharing Carts, for the accumulation and set out of Residential Solid Waste. 1.66 SFD Collection Service. SFD Garbage Collection Service, SFD Recycling Service, SFD Organic Waste Collection Service, SFD Large Item Collection Service, and SFD Used Oil Collection Service. SFD Collection Service specifically includes the following: A. SFD Garbage Collection Service. The Collection of Residential Garbage, by CONTRACTOR, from SFD Service Units in the Service Area and the delivery of that Residential Garbage to a Disposal Facility. B. SFD Larne Item Collection Service. The periodic on-call Collection of Large Items, by CONTRACTOR, from SFD Service Units in the Service Area and the delivery of those Large Items to a Disposal Facility, Materials Recycling Facility or such other facility as may be appropriate under the terms of this Agreement. SFD Large Item Collection Service does not include the Collection of Large Items through the use of Roll -Off Containers. C. SFD Organic Waste Collection Service. The Collection of Organic Waste, by CONTRACTOR, from SFD Service Units in the Service Area, the delivery of those Organic Waste materials to an Organic Waste Processing Facility and the processing and marketing of those Organic Waste materials, and the disposal of all SFD Organic Waste Processing Residual. D. SFD Recycling Service. The Collection of Recyclable Materials by the CONTRACTOR from SFD Service Units in the Service Area, the delivery of those Recyclable Materials to a Materials Recycling Facility and the processing Page 16 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 and marketing of those Recyclable Materials, and the disposal of all SFD Recyclable Materials Processing Residual. 1.67 Sharps. Medical devices that have acute rigid corners, edges or protuberances capable of cutting or piercing, including but not limited to hypodermic needles, hypodermic needles with syringes, needles with attached tubing, or acupuncture needles. 1.68 Sludge. The accumulated solids, residues, and precipitates generated as a result of waste treatment or processing, including wastewater treatment, water supply treatment, or operation of an air pollution control facility, and mixed liquids and solids pumped from septic tanks, grease traps, privies, or similar disposal appurtenances or any other such waste having similar characteristics or effects. 1.69 Solid Waste. The materials described in Public Resources Code Section 40191, including Garbage, Recyclable Materials, Organic Waste, Construction and Demolition Debris, and Large Items. Solid Waste does not include Exempt Waste. Solid Waste specifically includes the following: A. Construction and Demolition Debris. Used or discarded materials resulting from construction, remodeling, repair or demolition operations on any type of structure. B. Food Waste. Food scraps and trimmings and other putrescible waste that results from food production, preparation, storage, consumption or handling. Food Waste includes but is not limited to meat, fish and dairy waste, fruit and vegetable waste, grain waste, and compostable food contaminated paper products. Food Waste does not include Exempt Waste. C. Garbage. All putrescible waste which generally includes but is not limited to kitchen and table food waste, animal, vegetative, food or any organic waste that is attendant with, or results from the storage, preparation, cooking or handling of food materials attributed to normal activities of a Service Unit. Garbage must be generated by and at the Service Unit wherein the Garbage is Collected. Garbage does not include those items defined as Exempt Waste. D. Green Waste. Any vegetative matter resulting from normal yard and landscaping maintenance that is not more than five (5) feet in its longest dimension or six (6) inches in diameter or weighs more than fifty (50) pounds. Green Waste includes plant debris, such as grass clippings, leaves, pruning, weeds, branches, brush, Holiday trees, and other forms of organic waste and must be generated by and at the SFD Service Unit where the Green Waste is Collected. Green Waste does not include items defined as Exempt Waste. E. Large Green Waste. Oversized Green Waste such as tree trunks and branches with a diameter of not less than six (6) inches and not more than two (2) feet and a length of not more than five (5) feet in its longest dimension, which are attributed to the normal activities of an SFD Service Unit. Large Green Waste Page 17 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 must be generated by and at the SFD Service Unit where the Large Green Waste is Collected, and is Collected by means of Large Item Collection. F. Large Items. Those materials including furniture; carpets; mattresses; E -Waste, White Goods; Brown Goods; clothing; Large Green Waste which are attributed to the normal activities of an SFD Service Unit. Large Items must be generated by and at the SFD Service Unit wherein the Large Items are Collected. Large Items do not include items defined as Exempt Waste. G. Orcanic Waste. Food Waste, Green Waste, and Other Organics, either separately or commingled with each other, that has been separated at the source of generation from Garbage and Recyclable Materials. H. Other Organics. Other Organics includes food -soiled paper and paper products, compostable food wares and compostable food packaging, stable materials, manure, and natural fiber textiles, and other compostable materials as may be required by the CITY or CalRecycle. Recyclable Materials. Those materials which are capable of being recycled using available processes and markets and which would otherwise be processed or disposed of as Residential Garbage or Commercial Garbage. These materials will be as defined by CITY. Recyclable Materials currently being Collected include: newsprint (including inserts); mixed paper (including magazines, catalogs, envelopes, junk mail, corrugated cardboard, Kraft brown bags and paper, paperboard, paper egg cartons, office ledger paper, and telephone books); glass containers; aluminum beverage containers; small scrap and cast aluminum (not exceeding forty (40) pounds in weight nor two (2) feet in any dimension for any single item); steel including "tin" cans and small scrap (not exceeding forty (40) pounds in weight nor two (2) feet in any dimension for any single item); bimetal containers; mixed plastics such as empty plastic containers and empty bottles including containers made of HDPE, LDPE, PET, PVC, or PP; or textiles. CITY and CONTRACTOR agree to meet from time to time as needed to discuss additions or deletions from the list of Recyclable Materials. CONTRACTOR may request removal of Recyclable Materials due to market limitations, which request will be decided by the Agreement Administrator. J. White Goods. Inoperative and discarded refrigerators, ranges, water heaters, freezers, and other similar household appliances. 1.70 Work Day. Any day, Monday through Saturday, that is not a holiday as set forth in Section 3.07 of this Agreement. Page 18 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 ARTICLE 2. Term of Agreement and Considerations 2.01 Initial Term. Subject to the provisions of this Agreement related Termination, the initial term of this Agreement will be for a twenty (20) year period beginning midnight July 1, 2019 ("Effective Date") and terminating on 11:59 pm June 30, 2039. 2.02 Extension of Term Option. Provided that CONTRACTOR is not then in default of any material term or condition of the Agreement or has been previously designed as a "habitual violator" as provided in Article 23 and that the Extension Term Option has not been voided as provided in Section 2.04 below, CONTACTOR may request no more than two (2) separate and sequential five (5) year term extensions to the Initial Term ("Extended Term") by providing CITY with written notice of the request at least eighteen (18) months prior to the expiration of the Initial Term or any Extended Term. CITY shall meet and confer with CONTRACTOR at least two (2) times prior to expiration of the Initial Term or any Extended Term, but under no circumstances will CITY be obligated to extend the term, and CITY may extend the Term in the exercise of the CITY's sole and absolute discretion. 2.03 Performance Review Prior to Five (51 Year Extension. If CONTRACTOR requests a term extension as described in Section 2.02 above, then CITY may initiate a billing audit and performance review to be conducted as described in Section 11.02. Regardless of the outcome of this billing audit and performance review, CITY will have no obligation to extend the term of the Agreement. 2.04 Voidinq of Term Extension Option. In the event CONTRACTOR materially fails to meet the minimum service and/or diversion requirements set forth in Section 5.01, during the Initial Term or any Extended Term, CONTRACTOR understands and agrees that its option to request an Extended Term from CITY shall be voided that this Agreement will terminate on June 30, 2039 as set forth in Section 2.01 of this Agreement or at the end of the first Extended Term as the case may be. 2.05 Other Provisions. The CITY may, at the end of the Initial Term or any Extended Term renegotiate the terms and conditions of the Agreement with the CONTRACTOR, excluding the negotiation of a payment to CITY, for an Extended Term and / or request proposals from qualified contractors to provide Collection Services. CITY retains the right to both negotiate with CONTRACTOR while concurrently conducting as request for proposal process. 2.06 Consideration for Franchise. In consideration for CITY's grant of the exclusive franchise, for negotiation of this Agreement, and for retention of the longstanding relationship with CITY, CONTRACTOR shall make when due the payments described in this Article, and as may otherwise be set forth in this Agreement, to CITY. All of CONTRACTOR's payments to CITY, whether described in this Article or otherwise in the Agreement, are general funds of the CITY subject to characterization, appropriation and expenditures at the sole discretion of the City Council. 2.06.1 Franchise Fee. CONTRACTOR shall pay an annual Franchise Fee to CITY in equal quarterly installments on July 1St, October 1St, January 1St, and April 1st, of each CITY fiscal year, with the first quarterly installment payment due on July 1, 2019. Payments will be delinquent if not paid in full within five (5) calendar days of the due date. The initial annual Franchise Fee shall be Two Million One -Hundred Thousand Dollars ($2,100,000) per year which will remain unadjusted until the CITY Page 19 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 fiscal year 2024/2025 (commencing July 1, 2024) at which time, and continuing thereafter the Franchise Fee will be annually adjusted by the RRI amount as established in Section 4.07. 2.06.2 AB 939 Support Fee. CONTRACTOR shall pay an AB 939 Support Fee to the CITY for the CITY'S costs to provide AB 939 Support Services. The AB 939 Support Fee of One - Hundred Twenty -Five Thousand Dollars ($125,000) each year shall be paid each year starting July 1, 2019. The AB 939 Support Fee shall be paid in full on July 1St of each Agreement year staring on July 1, 2019. 2.06.2.1 Starting on July 1, 2020, and each July 1 st thereafter, the AB 939 Support Fee amount shall be annually adjusted by the RRI amount as established in Section 4.07. 2.06.3 Franchise Retention Fee. CONTRACTOR shall pay a Franchise Retention Fee of Five Million Dollars ($5,000,000). The Franchise Retention Fee shall be paid to the CITY in full by August 1, 2019. If the Franchise Retention Fee is not paid in full by August 1, 2019, this Agreement shall be null and void, and any monies paid by the CONTRACTOR to the CITY shall be retained by the CITY. In the event that the CITY and CONTRACTOR mutually agree to modify the Term of the Agreement, the Parties agree to meet and confer to determine an additional amount to be paid by CONTRACTOR to CITY for modification to the Term of this Agreement, including any early termination of the Term as may be requested by CONTRACTOR. ARTICLE 3. Services Provided by Contractor 3.01 Grant of Exclusive A reement. Subject to the exceptions stated in Section 3.02, CITY hereby grants to CONTRACTOR, -on the terms and conditions set forth herein, the exclusive franchise, right and privilege to collect, remove and dispose of, in a lawful manner, Solid Waste accumulating in the CITY's Service Area, as may be adjusted from time to time by approved annexations, that are required to be accumulated and offered for collection to the CONTRACTOR in accordance with the CITY's Municipal Code, for the Term of and within the scope set forth in this Agreement. 3.02 Recyclable Materials, Organic Waste, and Large Item Disposal by Service Recipients. Nothing in this Agreement will be construed as requiring Service Recipients to set out Recyclable Materials, Organic Waste, or Large Items for Collection by CONTRACTOR. Service Recipients may dispose of Recyclable Materials, Organic Waste, and Large Items by other appropriate means, including but not limited to, taking Recyclable Materials, Organic Waste, or Large Items to drop-off facilities and donating or selling such items to private or public entities and availing themselves of the Self -Haul provisions of CITY's Solid Waste Ordinance 2.01. 3.03 Responsibility for Service Billinn and Collection. CONTRACTOR is responsible for the billing and collection of payments for Collection Services within the Service Area and will assume those services as of the Effective Date. CONTRACTOR will work with CITY's staff in between the date this Agreement is approved and the Effective Date to transfer over billing services and to ensure a smooth transition of such services for the CITY and all Service Recipients. Notwithstanding the proceeding provision, CONTRACTOR will not bill for Collection Services provided to City Service Units at City Facilities listed in Exhibit 3. Page 20 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 3.04 Service Standards. CONTRACTOR must perform all Collection Services under this Agreement in a thorough and professional manner. 3.05 Labor and Equipment. CONTRACTOR must provide and maintain all labor, equipment, tools, facilities, and personnel supervision required for the performance of CONTRACTOR's obligations under this Agreement. CONTRACTOR must at all times have sufficient backup equipment and labor to fulfill CONTRACTOR's obligations under this Agreement. No compensation for CONTRACTOR's services or for CONTRACTOR's supply of labor, equipment, tools, facilities or supervision will be provided or paid to CONTRACTOR by CITY or by any Service Recipient except as expressly provided by this Agreement. 3.06 Holiday Service. The CITY observes New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day as legal holidays. CONTRACTOR is not required to provide Collection Services or maintain office hours on the designated holidays. In any week in which one of these holidays falls on a Work Day, SFD Collection Services for the holiday and each Work Day thereafter will be delayed one Work Day for the remainder of the week with normally scheduled Friday SFD Collection Services being performed on Saturday. Commercial Collection Services will be adjusted as set forth in Article 8 but must meet the minimum frequency requirements of one (1) time per week. 3.07 Inspections. The CITY has the right to inspect CONTRACTOR's facilities or Collection vehicles and their contents at any reasonable time while operating inside or outside the CITY. 3.08 Commingling of Materials. --------- --3.08.1 Materials Collected trom Other Waste Streams. CONTRACTOR may not at any time commingle any materials Collected pursuant to this Agreement with any other material Collected by CONTRACTOR from other waste streams, whether inside or outside the CITY, without at least thirty (30) days prior to the proposed comingling providing the Agreement Administrator with written justification of need to comingle materials, to the reasonable satisfaction of the Agreement Administrator. If commingling is approved and takes place, CONTRACTOR agrees to indemnify, defend and hold CITY harmless from any claims, demands, fines or penalties arising from CONTRACTOR's commingling. 3.08.2 Recyclable Materials. Subject to Section 3.09, CONTRACTOR must not at any time commingle SFD or Commercial Recyclable Materials Collected pursuant to this Agreement with any other material type Collected by CONTRACTOR without the express prior written authorization of the Agreement Administrator. 3.08.3 Organic Waste. Subject to Section 3.09, CONTRACTOR must not at any time commingle SFD or Commercial Organic Waste Collected pursuant to this Agreement with any other material type Collected by CONTRACTOR, without the express prior written authorization of the Agreement Administrator. 3.09 Recyclable Materials and Organic Waste Contamination. CONTRACTOR must offer the Service Recipients the correct combination of Cart, Bin and Roll -Off Container sizes and collection frequency that matches their unique service needs to reduce contamination of Recyclable Materials and Organic Waste. To support CITY'S diversion goals and CONTRACTOR's Diversion Requirements as set Page 21 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 forth in Section 5.01, CONTRACTOR is only required to collect Recyclable Materials if they have been separated by the Service Recipient from Garbage and Organic Waste, and is only be required to collect Organic Waste if it has been separated by the Service Recipient from Garbage and Recyclable Materials. As part of CONTRACTOR's Public Education Services under Section 14.01, CONTRACTOR agrees to provide outreach and support to SFD Service Recipients. Additionally, CONTRACTOR's route collection personnel will report to CONTRACTOR's supervisors if they observe potential contamination problems, and/or insufficient collection capacity. For purposes of determining if Recyclable Materials or Organic Waste are deemed to be contaminated, if, by visual or digital inspection, Recyclable Materials are commingled with ten percent (10%) by weight or volume of Garbage or Organic Waste, or if, by visual inspection, Organic Waste is commingled with three percent (3%) by volume of Garbage or Recyclable Materials, then Recyclable Materials and/or Organic Waste will be deemed to be contaminated and CONTRACTOR may take the following steps: 3.09.1 SFD Service Recipients. 3.09.1.1 First and Second Occurrence. For the first and second occurrence within any one Calendar Year of contamination for a particular container (i.e., Recyclable Materials or Organic Waste), CONTRACTOR must collect the contaminated container (as Solid Waste) and must affix a Contamination Violation Notice to the contaminated container which contains instructions on the proper procedures for sorting Recyclable Materials or Organic Waste, and must notify the Service Recipient by phone, U.S. mail, e-mail, or in person (which may be a container tag), that for the third and subsequent incidents of excess contamination, the Service Recipient may be charged a contamination fee for the contaminated container, and for the fifth or subsequent occurrence of contamination, CONTRACTOR may increase the Cart size, or require an additional Cart. CONTRACTOR's representative must also contact the Service Recipient by phone, U.S. mail, e-mail, or in person (which may be a container tag) to ensure that they have the appropriate level of service for proper collection of Recyclable Materials and/or Organic Waste. CONTRACTOR must also provide digital/visual documentation to the Service Recipient that clearly documents the Service Recipient's on-going contamination problems. 3.09.1.2 Third and Fourth Occurrence. For the third and fourth occurrence within any one Calendar Year of contamination for a particular container (i.e., Recyclable Materials or Organic Waste), CONTACTOR will provide a Contamination Violation Notice that contains instructions on the proper procedures for setting out Recyclable Materials or Organic Waste, and CONTRACTOR must collect the contaminated Container (as Solid Waste) and may charge the Service Recipient a contamination fee as set forth in Exhibit 1. For any contamination fee charge being assessed, CONTRACTOR must provide digital/visual documentation to the Service Recipient that clearly documents the Service Recipient's on-going contamination problems. 3.09.1.3 Fifth and Subsequent Occurrence. For the fifth or subsequent occurrence within any one Calendar Year of contamination for a particular container (i.e., Recyclable Materials or Organic Waste), CONTRACTOR must collect the contaminated Container (as Solid Waste) and must charge the Service Recipient a contamination fee as set forth in Exhibit 1. CONTRACTOR must continue providing the Recyclable Materials or Organic Waste Collection Services. CONTRACTOR Page 22 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 must provide (or have provided) digital documentation to the Service Recipient that clearly documents the Service Recipient's on-going contamination problems and written Notices of contamination as described above. CONTRACTOR must notify CITY within five (5) Business Days if CONTRACTOR increases in the Cart size or requires an additional Cart for excessive contamination or imposes a contamination surcharge to the account for a period of six months or until the Service Recipient has demonstrated no contamination for a period of three consecutive months. CITY will consult with CONTRACTOR and consider, and pursue as applicable, appropriate legal remedies against offending Service Recipients in order to secure discontinuance of the contamination. All CITY costs of such action shall be recoverable from the offending Service Recipients. 3.09.2 Commercial and MFD Service Recipients. The following provisions will apply to all Commercial and MDF Service Recipients except those eligible for temporary treatment pursuant to Section 3.09.3. 3.09.2.1 First Occurrence. For the first occurrence within any one Calendar Year of contamination for a particular container (i.e., Recyclable Materials or Organic Waste), CONTRACTOR must collect the contaminated container (as Solid Waste) and must affix a Contamination Violation Notice to the contaminated container which contains instructions on the proper procedures for sorting Recyclable Materials or Organic Waste, and must notify the Service Recipient by phone, U.S. mail, e-mail, or in person (which may be a container tag), that for the second and subsequent incidents of contamination, the Service Recipient will be charged a contamination fee for the contaminated container, and for the fifth or subsequent occurrence of excess contamination, CONTRACTOR may increase the Cart or Bin size or collection frequency or impose a contamination surcharge on the account for a period of six months or until the Service Recipient has demonstrated no contamination for a_ period- of -three consecutive months. CONTRACTOR's representative must also contact the Service Recipient by phone, U.S. mail, e-mail, or in person (which may be a container tag) to ensure that they have the appropriate level of service for proper collection of Recyclable Materials and/or Organic Waste. CONTRACTOR must also provide digital/visual documentation to the Service Recipient that clearly documents the Service Recipient's contamination problem. 3.09.2.2 Second, Third and Fourth Occurrence. For the second, third and fourth occurrence within any one Calendar Year of contamination for a particular container (i.e., Recyclable Materials or Organic Waste), CONTACTOR will provide a Contamination Violation Notice that contains instructions on the proper procedures for setting out Recyclable Materials or Organic Waste, and CONTRACTOR must collect the contaminated Container (as Solid Waste) and will charge the Service Recipient a contamination fee as set forth in Exhibit 1. For any contamination fee charge being assessed, CONTRACTOR must provide digital/visual documentation to the Service Recipient that clearly documents the Service Recipient's on-going contamination problems. 3.09.2.3 Fifth and Subsequent Occurrence. For the fifth and subsequent occurrence within any one Calendar Year of contamination for a particular container (i.e., Recyclable Materials or Organic Waste), CONTRACTOR must collect the contaminated Container (as Solid Waste) and must charge the Service Recipient a contamination fee as set forth in Exhibit 1. CONTRACTOR must continue providing the Recyclable Materials or Organic Waste Collection Services. CONTRACTOR must provide (or have provided) digital documentation to the Service Recipient that clearly documents the Page 23 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 Service Recipient's on-going contamination problems and written Notices of contamination as described above. CONTRACTOR must notify CITY within five (5) Business Days if CONTRACTOR increases in the Cart or Bin or size or collection frequency for excessive contamination or imposes the contamination surcharge to the account. CITY will consider, and pursue as applicable, appropriate legal remedies against offending Service Recipients in order to secure discontinuance of the contamination. All CITY costs of such action shall be recoverable from the offending Service Recipients. 3.09.3 Exception to Commercial or MFD Contamination Procedures. The following provisions will only apply to New Commercial and MFD Service Recipients on or after July 1, 2019 and to those Service Recipients as of July 1, 2019 who were not then receiving Recyclable Materials or Organic Waste Collection Service. For eligible Service Recipients the contamination procedures provided below will apply for the first year of their new service, or for existing service recipients will only apply for one year commencing July 1, 2019. After this grace period, the provisions of Section 3.09.2 will be applicable to the Service Recipient. 3.09.3.1 First and Second Occurrence. For the first and second occurrence within any one Calendar Year of contamination for a particular container (i.e., Recyclable Materials or Organic Waste), CONTRACTOR must collect the contaminated container (as Solid Waste) and must affix a Contamination Violation Notice to the contaminated container which contains instructions on the proper procedures for sorting Recyclable Materials or Organic Waste, and must notify the Service Recipient by phone, U.S. mail, e-mail, or in person (which may be a container tag), that for the third and subsequent incidents of excess contamination, the Service Recipient may be charged a contamination fee for the contaminated container, and for the fifth or subsequent occurrence of excess contamination, CONTRACTOR . may- increase _the_Cart. or- Bin __size_or collection frequency_ or- impose _a_contamination surcharge as provide in Section 3.09.2 CONTRACTOR's representative must also contact the Service Recipient by phone, U.S. mail, e-mail, or in person (which may be a container tag) to ensure that they have the appropriate level of service for proper collection of Recyclable Materials and/or Organic Waste. CONTRACTOR must also provide digital/visual documentation to the Service Recipient that clearly documents the Service Recipient's on-going contamination problems. 3.09.3.2 Third and Fourth Occurrence. For the third and fourth occurrence within any one Calendar Year of contamination for a particular container (i.e., Recyclable Materials or Organic Waste), CONTACTOR will provide a Contamination Violation Notice that contains instructions on the proper procedures for setting out Recyclable Materials or Organic Waste, and CONTRACTOR must collect the contaminated Container (as Solid Waste) and may charge the Service Recipient a contamination fee as set forth in Exhibit 1. For any contamination fee charge being assessed, CONTRACTOR must provide digital/visual documentation to the Service Recipient that clearly documents the Service Recipient's on-going contamination problems. 3.09.3.3 Fifth and Subsequent Occurrence. For the fifth or subsequent occurrence within any one Calendar Year of contamination for a particular container (i.e., Recyclable Materials or Organic Waste), CONTRACTOR must collect the contaminated Container (as Solid Waste) and must charge the Service Recipient a contamination fee as set forth in Exhibit 1. CONTRACTOR must continue providing the Recyclable Materials or Organic Waste Collection Services. CONTRACTOR must provide (or have provided) digital documentation to the Service Recipient that clearly documents the Page 24 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 Service Recipient's on-going contamination problems and written Notices of contamination as described above. CONTRACTOR must notify CITY within five (5) Business Days if CONTRACTOR increases in the Cart or Bin or size for excessive contamination or imposes a contamination surcharge to the account as provided in Section 3.09.2. CITY will consult with CONTRACTOR and consider, and pursue as applicable, appropriate legal remedies against offending Service Recipients in order to secure discontinuance of the contamination. All CITY costs of such action shall be recoverable from the offending Service Recipients. 3.09.4 Tracking Occurrences of Contamination. Regarding Sections 3.09.1 — 3.09.3, each Contamination occurrence is tracked annually per Calendar Year, and resets at the start of each Calendar Year. 3.09.5 Disgutes Over Excess Contamination Charges. If Service Recipient disputes a contamination charge (which must be within 30 days of them being assessed), CONTRACTOR shall temporarily halt any contamination charge and/or increased Maximum Service Rate resulting from increasing the Cart or Bin size or collection frequency, and CONTRACTOR may request a ruling by the City Manager to resolve the dispute. A request by CONTRACTOR to the City Manager to rule on any such dispute must be filed within ten (10) Business Days of CONTRACTOR's halting of contamination charge, or increased Maximum Rate, and must include written documentation and digital/visual evidence of ongoing overall problems. The City Manager may request a meeting (in person or phone) with both the Service Recipient and CONTACTOR to resolve the dispute. Following such a meeting, the City Manager will rule on the dispute within ten (10) Business Days, and the City Manager's decision on resolving the dispute between and Service Recipient will be final. If the City Manager rules in favor of the Service Recipient, CONTRACTOR will credit the disputed contamination charges or increased Maximum- Service Rate. If the City Manager rules in favor of CONTRACTOR, CONTRACTOR may charge Service Recipient the prior halted contamination charge and/or increased Maximum Service Rate resulting from increasing the Cart or Bin size or collection frequency and may follow the steps in Section 4.04 for collection of delinquent accounts. 3.10 Container Overage and Correction Procedures. 3.10.1 Overage and Correction Procedures. CONTRACTOR shall offer the Service Recipients the correct combination of Cart, Bin and Roll -Off Container sizes and collection frequency that matches each Service Recipient's unique service needs to enable clean, efficient, and cost-effective collection of Solid Waste. CITY and CONTRACTOR agree that overflow of Solid Waste that is not properly in the Service Recipient's Cart(s), Bin(s) or Roll -Off Container(s) may negatively impact public health and safety. CONTRACTOR has also agreed to conduct recycling audits and provide outreach and support to Service Recipient accounts receiving the correct service level. However, in the event that Service Recipients are found to habitually overflow their Solid Waste Cart(s), Bin(s) or Roll -Off Container(s), CONTRACTOR may take the steps as listed below to correct Service Recipient's on-going overflow of Solid Waste. 3.10.1.1 Prior Arrangements for Collection. If the Service Recipient has made prior arrangements with CONTRACTOR for collection of Solid Waste Overages, CONTRACTOR - — Page 25 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 must collect such overages as arranged, and may charge the Service Recipient the Solid Waste Overage fee (prior arrangement) rate set forth in Exhibit 1. 3.10.1.2 No Prior Arrangements. If the Service Recipient has not made prior arrangements with CONTRACTOR for collection of Solid Waste Overage, (i) CONTRACTOR may collect such Solid Waste Overage at no additional charge as a courtesy, (ii) CONTRACTOR may not collect the Solid Waste Overage and leave a Non -Collection Notice explaining the reason for non - collection of the Solid Waste Overage, (c) CONTRACTOR may collect the Solid Waste Overage and charge the Service Recipient the Solid Waste Overage fee (no prior arrangement) rate set forth in Exhibit 1 as provided below, or increase the capacity or frequency of collection of the existing Cart(s), Bin(s) and Roll -Off Container(s) to match documented service needs as provided below. In managing Solid Waste Overages, the following apply: 3.10.2 SFD Service Recipients. 3.10.2.1 Each Occurrence. For each occurrence CONTRACTOR will not collect the Solid Waste Overage and CONTRACTOR must provide the following written notice (via e-mail, U.S. mail, or in person (which may be by Non -Collection Notice) to the Service Recipient: (i) the date, description and photograph of the Solid Waste Overage. CONTRACTOR's Non -Collection Notice for SFD Service Recipients shall also contain instructions on (a) how to schedule a Large Item Collection or (b) request an additional Cart to eliminate future Overages. 3.10.3 Commercial and MFD Service Recipients. 3.10.3.1 Each Occurrence. CONTRACTOR must provide a written notice on the Container, and may provide a copy of the notice via e-mail, U.S. mail, or in person (which may be by Non -Collection Notice) to the Service Recipient with the date, description and photograph of the Solid Waste Overage. CONTACTOR may collect the Solid Waste Overage and may charge the Service Recipient a Solid Waste Overage fee as set forth in Exhibit 1, and increase the capacity or collection frequency of the Cart, Bin or Roll -Off Container to match documented service needs. At least ten (10) Business Days prior to increasing the Cart, Bin or Roll -Off Container size or frequency of Collection, CONTRACTOR's representative must also contact the Service Recipient by phone, U.S. mail, e-mail or in person (which may be by Non -Collection Notice) to ensure that Service Recipient has the appropriate level of service. CONTRACTOR must notify CITY within ten (10) Business Days of any changes in Service Recipient's Cart, Bin or Roll -Off Container size or collection frequency. The increased capacity or collection frequency will remain in effect until CONTRACTOR determines that it is no longer needed to prevent overages, which may be longer than the one Calendar Year stated above. Such determination will be in CONTRACTOR's sole but reasonable discretion and will be subject to the dispute resolution procedure set forth below. CITY will consider, and pursue as applicable, appropriate legal remedies against offending Service Recipients in order to secure discontinuance of the overages. All CITY costs of such action shall be recoverable from the offending Service Recipients. 3.10.4 Tracking Occurrences of Solid Waste Overage. Regarding Sections 3.10.2 — 3.10.3, each Solid Waste Overage occurrence is tracked annually per Calendar Year, and resets at the start of each Calendar Year. Page 26 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 3.10.5 Disputes Over Container Overage Charges. If Service Recipient disputes Solid Waste Overage charge or size or collection frequency change (must be within 30 days of the disputed action), CONTRACTOR must temporarily halt Solid Waste Overage charge and/or increased Maximum Service Rate resulting from increasing the Solid Waste Cart, Bin or Roll -Off Container size or collection frequency, and CONTRACTOR may request a ruling by the City Manager to resolve the dispute. A request by CONTRACTOR to the City Manager to rule on any such dispute must be filed within ten (10) Business Days of CONTRACTOR's halting of Solid Waste Overage charge, or increased Maximum Rate, and must include written documentation and digital/visual evidence of ongoing overall problems. The City Manager may request a meeting (in person or phone) with both the Service Recipient and CONTACTOR to resolve the dispute. Following such a meeting, the City Manager will rule on the dispute within ten (10) Business Days, and the City Manager's decision on resolving the dispute between and Service Recipient will be final. If the City Manager rules in favor of the Service Recipient, CONTRACTOR must credit the disputed charge or increased Maximum Service Rate. If the City Manager rules in favor of CONTRACTOR, CONTRACTOR may charge Service Recipient the prior halted Solid Waste Overage charge and/or increased Maximum Service Rate resulting from increasing the Solid Waste Cart, Bin or Roll -Off Container size or collection frequency and may follow the steps in Section 4.04 for collection of delinquent accounts. 3.11 Ownership of Materials. Except as provided otherwise under Applicable Law, title to Solid Waste will pass to CONTRACTOR at such time as said materials are placed in CONTRACTOR's Collection vehicle. 3.12 Spillage and Litter. CONTRACTOR shall not litter premises in the process of providing Collection Services or while its vehicles are on the road. CONTRACTOR must transport all materials Collected under the terms of this Agreement in such a manner as to minimize the spilling or blowing of such materials from CONTRACTOR's vehicles. CONTRACTOR must exercise all reasonable care and diligence in providing Collection Services so as to prevent spilling or dropping of Solid Waste and must immediately, at the time of occurrence, clean up such spilled or dropped Solid Waste. 3.12.1 Except as provided in Section 8.02.3, CONTRACTOR is not responsible for cleaning up sanitary conditions caused by the carelessness of the Service Recipient; however, CONTRACTOR must clean up any material or residue that is spilled or scattered by CONTRACTOR or its employees and report such instances in writing to the CITY by the close business within one (1) working day of the occurrence. 3.12.2 Equipment oil, hydraulic fluids, spilled paint, or any other liquid or debris resulting from CONTRACTOR's operations or equipment repair must be covered immediately with an absorptive material and removed from the street surface. If such fluid leakage or spillage results in staining the street or sidewalk surface, CONTRACTOR must apply a suitable cleaning agent to the street surface to provide adequate cleaning. 3.12.3 The above paragraphs notwithstanding, CONTRACTOR must clean up any spillage or litter caused by CONTRACTOR within the same Work Day upon notice from the CITY. Page 27 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 3.12.4 To facilitate such cleanup, CONTRACTOR's vehicles must at all times carry sufficient quantities of petroleum absorbent materials along with a broom and shovel. 3.13 Regulations and Record Keeping. CONTRACTOR must comply with emergency notification procedures required by applicable laws and regulatory requirements. All records required by regulations must be maintained at CONTRACTOR's facility. These records must include waste manifests, waste inventories, waste characterization records, inspection records, incident reports, and training records. ARTICLE 4. Charges and Rates 4.01 Collection Services. CONTRACTOR is responsible for the billing and collection of payments for all Collection Services. CONTRACTOR must charge Service Recipients not more than the service rates established in Exhibit 1 and such rates may only be adjusted as provided for under this Agreement. CONTRACTOR will not charge for Collection Services provided to City Service Units. 4.02 Partial Month Service. If, during a month, a Service Unit is added to or deleted from CONTRACTOR's Service Area, CONTRACTOR's Billing will be pro -rated based on the daily service rate (daily service rate is the service rate established in Exhibit 1 divided by the number of actual days in the month that service was provided to the Service Unit). 4.03 Production of Invoices. CONTRACTOR must produce an invoice, in a form approved by the Agreement Administrator, for services received under this Agreement in advance. SFD Service Recipients shall be invoiced on a two (2) month billing cycle, and MFD and Commercial Service Recipients shall be invoiced monthly. CONTRACTOR's invoice must be remitted to the Service Recipient no later than the twentieth (20th) day of the month preceding the period for which service is being billed. Invoices may be submitted by mail or electronically, and payment methods may include by check, credit card or ACH debit. Where it has been determined that a Service Recipient has overpaid for service, for any reason, CONTRACTOR must provide the Service Recipient a credit against future invoices or a refund (as selected by the Service Recipient, and where the refund amount exceeds the regular invoicing amount) within thirty (30) days of the next -scheduled invoicing. 4.04 Delinquent SFD Service Accounts. In consideration for CONTRACTOR's agreement to not discontinue Collection Service from delinquent SFD Service Unit, CITY agrees to assist CONTRACTOR with placing and collecting qualifying delinquencies, including late fees and interest in the amounts set forth in Exhibit 1, on the tax roll in accordance with Health & Safety Code Section 5473a et seq. CONTRACTOR shall, by April 1St of each year or at such other time as CITY and CONTRACTOR shall agree upon, notify CITY in writing as to whether it will seek to have CITY place and collect qualifying delinquencies on the tax roll. CONTRACTOR shall be responsible for timely preparing, at no cost to CITY, all required information, reports, notices, and materials including without limitation, the report required by Health & Safety Code section 5473, the notices required by Health & Safety Code section 5473.1, and paying for any publication costs. In addition, should CITY's City Attorney or special counsel, determine that placement of eligible delinquencies on the tax roll also required CITY to comply with the requirements of Proposition 218 and implementing legislation and court decisions (hereinafter "PROP 218), then CONTRACTOR shall timely prepare, at no cost to CITY, all required information, report, Page 28 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 notices and materials necessary to comply with PROP 218. CITY agrees that it shall within sixty (60) days after the Effective Date of this Agreement adopt the necessary ordinance authorizing collection of eligible delinquent SFD Service Recipients on the tax roll, and to hold all hearings, timely publish all notices, and timely make all filings, required under the above sections, provided CONTRACTOR has timely provided the required information, reports, notices and materials to CITY. For the purposes of this section, an "qualifying delinquency" is an SFD Service Recipients that is at least sixty (60) days in arrears and for which CONTRACTOR has provided at least one written notice delivered to the service recipient by mail or other reasonable means. 4.04.1 Report of Delinquencies. In addition to, and to facilitate the foregoing, but not in lieu of any requirement stated above, CONTRACTOR shall report to the Agreement Administrator, on a quarterly basis, all Service Recipients who have received Collection Service and whose account is over ninety (90) days past due. The CITY shall assist CONTRACTOR in placing delinquent accounts on the Riverside County property tax roll, and shall pay CONTRACTOR money collected from payment of the delinquency, less the CITY's cost to administer the tax roll lien process. 4.04.2 CONTRACTOR's Reservation of Legal Rights and Remedies. Notwithstanding the foregoing, CONTRACTOR reserves its right to, and may take such action as is legally available to collect or cause collection of such past due amounts. Provided however, that CONTRACTOR must not discontinue Collection Services on any SFD Service Unit; either (1) in the event that CONTRACTOR has elected not to pursue the procedure described in section 4.04 above and CONTRACTOR has received the express written permission of the Agreement Administrator; or (2) in the event that CONTACTOR has elected to pursue the procedure described in section 4.04 above, but there is a valid and successful protest hearing as provided in Health & Safety Code section 5473.2 rendering the CITY legally unable to pursue placing and collecting qualifying delinquencies on the tax roll in any particular year or years. CONTRACTOR may cease provision of Collection Services to any MFD Service Unit or Commercial Service Unit due to non-payment, including late fees and interest in the amounts set forth in Exhibit 1, upon thirty (30) days prior written notice to the Service Recipient and the Agreement Administrator. Collection of delinquent MFD and Commercial Service Recipients shall not be eligible for placement and collection on the tax roll. 4.05 Adjustments to Maximum Service Rates using Refuse Rate Index fRRI). 4.05.1 Adjustments to SFD Maximum Service Rates July 1, 2019 - June 30, 2024. 4.05.1.1 For the period July 1, 2019 through June 30, 2021, SFD Maximum Service Rates are firm and fixed as reflected in Exhibit 1, and no adjustments shall be allowed. 4.05.1.2 For the periods July 1, 2021 through June 30, 2024, SFD Maximum Service Rates may only be adjusted based on documented changes in the County of Riverside's landfill disposal per ton rate as approved by the Riverside County Board of Supervisors. No other changes will be allowed to SFD Maximum Service Rates until July 1, 2024 other than pursuant to Section 4.05.1.3. Page 29 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 4.05.1.3 For the periods July 1, 2021 through, June 30, 2022, July 1, 2022 through June 30, 2023, and July 1, 2023 through June 30, 2024 only if Riverside County increases the per ton disposal rate, adjustment to SFD Maximum Service Rates can be made as follows: For each 12 -month period as listed above by April 1st, CONTRACTOR shall provide CITY with written documentation of the following: (a) Calculating the percentage of the total SFD Maximum Service Rate directly attributed to landfill disposal per ton tipping fee; (b) subtracting the direct disposal cost from the total SFD Maximum service Rate, (c) calculating the percentage change in County of Riverside approved per ton disposal fee for the prior Agreement Year, (d) calculating the dollar amount adjustment to the disposal costs by applying the percentage change in disposal costs to the disposal costs, (e) calculating the new per ton disposal fee for subsequent Agreement Year; and (f) calculating the new SFD Maximum Service Rates by adding the new disposal cost (e) to the collection cost (b). Below is an example: $24.99/month = SFD Maximum Service Rate — 64 -gallon Service Recipient (July 1, 2099 — June 30, 2021 SFD Maximum Service Rate) (a) $4.50/month disposal cost = 18% of direct disposal cost of 64 -gallon Service Recipient (b) $20.49/month = collection/operating costs of 64 -gallon Service Recipient. (c) 3.5% = the percentage change in the approved Riverside County Disposal per ton tipping fee for July 1, 2021, July 1, 2022 and July 1, 2023 (July 1, 2021 = $40.00/ton compared to July 1, 2022 = $41.40/ton. (d) $0.16/month increased disposal cost/month = 3.5% of $4.50 (old disposal cost). (e) $4.66/month = new disposal cost by adding the $1.16 (disposal cost increase) + $4.50 (old disposal cost). (f) $25.15/month = July 1, 2021 SFD Maximum Service Rate by adding the $20.49 (collection/operating cost) + $4.66 (new disposal cost). 4.05.1.4 Starting July 1, 2024, and each July 1st thereafter, SFD Maximum Service Rates shall be adjusted in accordance with Section 4.07. 4.06 Adiustments to MFD and Commercial Maximum Service Rates on July Ll. 2020. The MFD and Commercial Maximum Service Rates shall be adjusted on July 1, 2020 and thereafter as provided in Section 4.07 and following. 4.07 Adjustment of Maximum Service Rates. 4.07.1 Adjustments Using the Refuse Rate Index (RRI). Beginning on July 1, 2020 for MFD and Commercial Service Units and July 1, 2024 for SFD Service Units, and annually thereafter, CONTRACTOR shall, subject to compliance with all provisions of this Section, be eligible to receive an annual adjustment to all Maximum Service Rates set forth in Exhibit 1 to this Agreement. The maximum increase in any one year shall not exceed four percent (4.0%) over the prior reporting period as indicated by the RRI and the minimum increase shall not be less than one percent (1.0%) over the prior reporting period as indicated by the RRI. In any year in which the RRI indicates an increase of more than four percent (4%) ("overage") or an increase of less than one percent (1%) ("underage"), over the last Page 30 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 reporting period, the amount of overage or underage will not be included in the adjustment for the subject year nor shall the amount of overage or underage be carried over into any succeeding year. 4.07.2 12 -Month Annual Average. The RRI adjustment shall be the sum of the weighted percentage changes for all RRI indices. The percentage change in each RRI index shall be calculated using the change in the 12 -month annual average of RRI index values between the base year, which shall be the prior preceding 12 -month period ending December 31, and the preceding 12 -month period ending December 31. Therefore, as applied to the adjustment for Commercial and MFD and by way of example only, the first RRI adjustment (effective July 1, 2020) for MFD and Commercial Service Rates will be based on the percentage changes between the average 12 -month index values for the period of January 1, 2019 through December 31, 2019 (the previous year) and the average index values for the period January 1, 2018 through December 31, 2018 (the prior previous year). 4.07.3 The weighted percentage change the RRI index shall be calculated using the RRI methodology as described below which specifically weights each sub -index for use in the calculation of RRI: (a) 48% of the Total Maximum Service Rates to be adjusted by changes in the U.S. Bureau of Labor Statistics Employment Cost Index Series Id# CIS20140000000001, all US Cities, not seasonally adjusted. (b) 40% of the Total Maximum Service Rates to be adjusted by changes in the U.S. Bureau of Labor Statistics Commodity Index Series Id# PPI -SW PCU562111, all US Cities, not seasonally adjusted. (c) 12% of the Total Maximum Service Rates to be adjusted by changes in the U.S. Bureau of Labor Statistics Transportation Industries Series Id# PCUATRANSATRANS, all US Cities, not seasonally adjusted not seasonally adjusted. 4.07.3.1 RRI Financial Information. On or before February 1, 2020, and annually thereafter on February 1St during the Term of this Agreement, CONTRACTOR shall deliver to CITY financial information and all calculations sufficient to allow the CITY to verify the accuracy of CONTRACTOR's RRI adjustment. 4.07.4 Rounding. Adjustments to the overall Maximum Service Rates shall be made only in units of one cent ($0.01). Fractions of less than one cent ($0.01) shall not be considered in making adjustments. All RRI indices shall be rounded at two (2) decimal places for the adjustment calculations. 4.08 CITY Verify Calculation of Maximum Service Rates. On or before February 1, 2020, and annually thereafter during the term of this Agreement, CONTRACTOR shall notify CITY's Agreement Administrator in writing of the RRI adjustments to the affected Maximum Service rates to take place on the subsequent July 1St and the calculations such adjustments are derived from. The Agreement Administrator shall verify the calculations and the adjustment and shall resolve discrepancies in the calculation or adjustment with CONTRACTOR. The Parties agree that verification of the calculation and Page 31 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 adjustment by CITY's Agreement Administrator shall constitute an amendment of rate sheets as reflected in Exhibit 1 of the Agreement. This process shall not apply to Extraordinary Adjustments as provided in Section 4.10. 4.09 Recyclable Materials Processing and Marketing Adiustment. From July 1, 2019 through June 30, 2020 CONTRACTOR shall determine baseline values for collection, processing and return to market for recyclable materials collected from CITY for SFD and for Commercial/MFD in the aggregate, will meet and confer with CITY with regard to these calculations and CITY and CONTRACTOR will mutually agree to the SFD and Commercial/MDF baseline values ("Baseline Values"). After July 1, 2024, if CONTRACTOR experiences a positive or negative change of more than 10% in the Baseline Values, CONTRACTOR may request to meet and confer with CITY to discuss possible adjustments to the Maximum Service Rates not covered under Section 4.07 above. CONTRACTOR must provide verifiable documentation to the CITY's satisfaction of the change in Baseline Values if the CITY is to consider any adjustments to the Maximum Service Rates not covered under Section 4.07. Any such adjustment under this Section 4.09 shall be considered as an Extradentary Adjustment to Maximum Service Rates as provided for in Section 4.10. 4.10 Extraordinary Adjustment to Maximum Service Rates. In addition to adjustments to the Maximum Service Rates made in accordance with Section 4.07, CONTRACTOR may petition CITY in writing in conjunction with the annual rate adjustment application, or at such other times as are reasonably necessary, but not more often than once during any Agreement Year for an adjustment in the Maximum Service Rates in the event of a Change in Laws or a negative 10% or more change in the Baseline Values under section 4.09 above., resulting or reasonably anticipated to result in a material increase in the cost of services provided under this Agreement or the revenue received from such services ("Extraordinary Adjustment"). However, such changes shall not include circumstances within the control of CONTRACTOR, such as changes in the purchase price of new equipment, amounts reimbursed by insurance companies, rebates of any type, or inaccurate estimates by CONTRACTOR of its cost of operations. Extraordinary Adjustments will only be effective after approval by City Council and may not be applied retroactively. CONTRACTOR's request for an Extraordinary Adjustment must contain substantial proof and justification to support the need for the adjustment including a description of the Change in Laws and how the Change affects costs of service or revenue. For each request brought pursuant to this section, CONTRACTOR must prepare a schedule documenting the costs and how they are necessitated by the Change in Laws. Such request must be prepared in a form acceptable to CITY with support for assumptions made by CONTRACTOR in preparing the estimate. CITY may request from CONTRACTOR such further information, as it deems necessary to fully evaluate the request and make its determination. CITY is entitled to a reimbursement of its costs in reviewing a request for an Extraordinary Adjustment. CITY will review CONTRACTOR's request and, in CITY's reasonable judgment, make the final determination as to whether an adjustment will be made, and if an adjustment is permitted, the appropriate amount of the adjustment. Page 32 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 4.11 Performance Standards for Adjustments to Rates. In order to be eligible for an RRI adjustment under Section 4.07 or an Extraordinary Adjustment under Section 4.10, CONTRACTOR must not then be in default of the Agreement, but CONTRACTOR may be in the process of curing a default if prosecuting timely, as provided under Article 23 of this Agreement. 4.12 Adiustments Due to Changes in Fees, Payments, or CITY Services. In the event that CITY elects to increase or decrease the amount of fees or payments beyond those amounts provided for in Section 2.6, or City Services, the CITY and CONTRACTOR shall meet and confer to determine the appropriate adjustment in the Maximum Service Rates in accordance with Section 24.01. 4.13 Procedures in Event of Invalidation of Rate Adjustment. In the event that CITY is unable by operation of Applicable Law to approve or implement an Extraordinary Adjustment , CONTRACTOR will have the right, within thirty (30) days after notice of any such inability to approve or validate an approved Extraordinary Adjustment, or to request, in writing, that CITY negotiate in good faith regarding reductions in programs, services, or fees to compensate for any negative impact from the unapproved or invalidated rate increase. If CITY fails to commence negotiations in good faith or negotiations are not completed within forty-five (45) days following the date of receipt of CONTRACTOR's request, CONTRACTOR may terminate this Agreement no earlier than eighteen (18) months after written notice to the other. ARTICLE 5. Diversion Requirements 5.01 Minimum Requirements. CITY requires CONTRACTOR to achieve a minimum annual Franchised Diversion rate and assist CITY in complying with CalRecycle diversion standards as described in Section 5.02 and 5.03 below. CONTRACTOR must provide documentation to CITY within forty-five (45) days of the end of each calendar year stating and supporting that calendar year's diversion rate as set forth in Section 5.03. CONTRACTOR's Diversion Plan is outlined in Exhibit 7. 5.01.1 On July 1, 2021, and not more often than once every two (2) years, thereafter CONTRACTOR may request waiver or revision of Franchised Diversion requirements, the parties agree to meet and confer, and negotiate in good faith, regarding adjustments to the minimum diversion requirement, the availability of permitted facilities that are capable of processing material to achieve the required levels of diversion, the availability of commercially viable markets for Recyclable Materials or Organic Waste, and international trade embargoes. CITY may not unreasonably withhold approval of the waiver or revision provided that CONTRACTOR has presented sufficient documentation for its request. 5.01.2 If CITY fails to comply with CalRecycle diversion standards due to CONTRACTOR's failure to implement the Franchised Diversion and public education programs provided for in this Agreement and CONTRACTOR fails to achieve a minimum annual Franchised Diversion Rate as described in Section 5.03, CONTRACTOR must submit a corrective action plan to assist CITY to comply with Section 41780 and other Applicable Laws, by May 15th following the year the diversion requirements were not met. CONTRACTOR's corrective action plan is subject to approval by the Agreement Administrator, and to be approved must constitute a good faith corrective action plan to allow CITY to comply with Public Resources Code section 41780 and other Applicable Laws. Implementation Page 33 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 of the corrective action plan will be at CONTRACTOR's sole cost and expense. If CONTRACTOR fails to submit a corrective action plan acceptable to the CITY, CONTRACTOR may be subject to Administrative Charges as specified in Section 19.04. Provided that CONTRACTOR has implemented all required CONTRACTOR diversion and public education programs required under this Agreement, and has submitted a corrective action plan acceptable to the CITY, CONTRACTOR's failure to meet the Franchised Division requirements under Section 5.03 shall not constitute and event of default under this Agreement. 5.01.3 If CONTRACTOR fails to meet its Franchised Diversion requirements or if CITY fails to comply with CalRecycle diversion standards, and CONTRACTOR has implemented all required CONTRACTOR diversion programs, the CITY may direct CONTRACTOR to modify its programs, or implement new diversion programs. Any such modification of CONTRACTOR's existing diversion programs or addition of new diversion programs done at the CITY's request would be in accordance with Section 24.01. 5.01.4 Notwithstanding any other provision of this Agreement to the contrary, where CalRecycle has determined that there are no commercially viable markets for a specific type of Recyclable Materials, or with written notice to CITY, CONTRACTOR is unable to identify a market for one or more Recyclable Materials despite the exercise of commercially reasonable efforts to process and market the material, and determines, in the interest of safeguarding public health, to dispose of the Recyclable Material(s), such a determination shall not constitute a failure to implement service, a failure to implement a program, or an event of eefault hereunder. 5.02 Diversion Rate Calculation. 5.02.1 Franchised Diversion Rate Calculation. For purposes of determining whether CONTRACTOR has met its Franchised Diversion requirements under this Agreement, CITY and CONTRACTOR agree the annual Franchised Diversion rate will be calculated using the following formula: "the tons of materials Collected by CONTRACTOR from Collection Services in CITY that are delivered to a Materials Recovery Facility, Organic Waste Processing Facility, or any other processing facility, or that are otherwise handled in a manner that counts as diversion under applicable CalRecycle regulations (in each case, net of all residue from processing), divided by the total tons of materials Collected in the CITY by CONTRACTOR from the provision of Collection Services in each Calendar Year." 5.02.2 CalRecycle Diversion Requirement Calculation. For purpose of determining whether CONTRACTOR has met its CalRecycle diversion requirements under this Agreement, CITY and CONTRACTOR agree the CalRecycle diversion requirement rate will be calculated using the following formula: "CITY's Pounds Per Person Per Day disposal allowance divided by the Pounds Per Day generated in each Calendar Year. " 5.03 CONTRACTOR's Diversion Reauirements. For purposes of Article 5, CONTRACTOR's Franchised Diversion requirements are: Page 34 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 5.03.1 For Calendar Years 2021, 2022, and 2023, the minimum annual Franchised Diversion rate requirement will be forty percent (40%) and CalRecycle diversion standards will be fifty-five percent (55%). 5.03.2 For Calendar Years 2024 and 2025, the minimum annual Franchised Diversion rate requirement will be forty-five percent (45%) and CalRecycle diversion standards will be sixty-five percent (65%). 5.03.3 For Calendar Years 2026 and 2027, the minimum annual Franchised Diversion rate requirement will be fifty percent (50%) and CalRecycle diversion standards will be sixty-five (65%). For Calendar Years 2028, and for each Calendar Year thereafter during the term of this Agreement, the minimum annual Franchised Diversion rate requirement will be fifty percent (50%) and CalRecycle diversion standards will be seventy-five percent (75%). 5.04 Warranties and Representations. CONTRACTOR warrants that it is aware of and familiar with CITY's waste stream, and that it has the ability to and must provide sufficient programs and services designed to ensure CITY will meet or exceed the diversion requirements as set forth in this Section 5.01, as well as the diversion requirements of the Applicable Laws (including, without limitation, amounts of Solid Waste to be diverted, time frames for diversion, and any other requirements) (including AB 939, AB 341, AB 1826, AB 1594, SB 1016, and SB 1383, and all amendments and related subsequent legislation), and that it will do so without imposing any costs or fees other than those set forth on Exhibit 1, except as provided in Section 24.01.1. 5.05 Mutual Cooperation. CITY and CONTRACTOR will reasonably cooperate in good faith with all efforts by each other to meet CITY's diversion and other compliance requirements imposed by the Applicable Laws, including without limitation, AB 939, AB 341, AB 1826, AB 1594, SB 1016, and SB 1383, and to meet CONTRACTOR's obligations under this Article 5. In this regard, CITY's obligations include, without limitation, making such petitions and applications as may be reasonably requested by CONTRACTOR for time extensions in meeting diversion goals, or other exceptions from the terms of Applicable Laws, and to agree to authorize such changes to CONTRACTOR's Solid Waste Collection Services, or Collection Service programs as may be reasonably requested by CONTRACTOR in order to achieve the minimum requirements of this Article 5. 5.06 Guarantee. Except for programs currently required by Applicable Law but not set forth in this Agreement, or programs CONTRACTOR is expressly instructed by CITY not to implement, or services which a Service Recipient refuses to accept,_CONTRACTOR guarantees that it will implement the diversion programs set forth in this Agreement such that: (i) CONTRACTOR and CITY will at all times be in compliance with the requirements of the Applicable Laws applicable to them including without limitation AB 939, AB 341, AB 1826, AB 1594, SB 1016, and SB 1383, and (ii) CITY will meet or exceed the diversion requirements (including, without limitation, amounts of Garbage to be diverted, time frames for diversion, and any other requirements) set forth in this Article 5 and the Applicable Laws including without limitation AB 939, AB 341, AB 1826, AB 1594, SB 1016, and SB 1383, and all amendments thereto (subject to Section 22.02). In this regard CONTRACTOR agrees that it will, in addition to any other Agreement requirement, at its sole cost and expense: Page 35 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 5.06.1 Assist CITY in responding to inquiries from CalRecycle or any other regulatory agency; 5.06.2 Assist CITY in preparing for, and participating in, CalRecycle's biannual review of CITY's SRRE pursuant to Public Resources Code section 41825; 5.06.3 Assist CITY in applying for any extension, including under Public Resources Code section 41820.5, if so directed by CITY; 5.06.4 Assist CITY in any hearing conducted by CalRecycle, or any other regulatory agency, relating to CITY's compliance with the Applicable Laws including without limitation AB 939, AB 341, AB 1826, AB 1594, SB 1016, and SB 1383; 5.06.5 Assist CITY with the development of and implement a public awareness and education program that is consistent with CITY's SRRE and Household Hazardous Waste Element, as well as any related requirements of the Applicable Laws; and 5.06.6 Provide CITY with Recycling, source reduction, and other technical assistance as may be needed to comply with the Applicable Laws including without limitation AB 939, AB 341, AB 1826, AB 1594, SB 1016, and SB 1383. ARTICLE 6. Service Units 6.01 Service Units. Service Units include all the following categories of premises which are in the -Service -Area -as of -July 1, 201 -9 -and all -such -premises which may be added -to -the Service Area by means of annexation, new construction, or as otherwise set forth in this Agreement during term of this Agreement: 6.01.1 SFD Service Units, 6.01.2 Commercial Service Units (includes MFD and Roll -Off), 6.01.3 City Service Units 6.01.4 Any question as to whether a premise falls within one of these categories will be determined by the Agreement Administrator and the determination of the Agreement Administrator will be final. 6.02 Service Unit Chane. CITY and CONTRACTOR acknowledge that during the term of this Agreement it may be necessary or desirable to add or delete Service Units for which CONTRACTOR will provide Service. 6.02.1 Additions and Deletions. CONTRACTOR must provide services described in this Agreement to new Service Units in CONTRACTOR's Service Area within five (5) Work Days of receipt of notice from CITY or the new Service Unit to begin such Service. Page 36 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 6.03 Annexation. If during term of the Agreement, additional territory within or adjacent to the CONTRACTOR's Service Area is acquired by CITY through annexation, subject to the requirements of Public Resources Code section 49520, CONTRACTOR agrees to provide Collection Services in such annexed area in accordance with the provisions and service rates set forth in this Agreement. Such Collection Services must begin within five (5) Work Days of receipt of written notice from CITY. CONTRACTOR may not begin Collection Service without written authorization from CITY. 6.04 Route Map Update. CONTRACTOR must revise the Service Unit route maps to show the addition of Service Units added due to annexation and must provide such revised maps to the Agreement Administrator as requested. ARTICLE 7. SFD Collection Services 7.01 SFD Collection Services. The SFD Collection Services are governed by the following terms and conditions: 7.01.1 Conditions of Service. CONTRACTOR must provide SFD Collection Service to all SFD Service Units in the Service Area whose SFD Garbage is properly containerized in Garbage Carts, Recyclable Materials are properly containerized in Recycling Carts, except as set forth in Section 7.09; Organic Wastes are properly containerized in Organic Waste Carts, except as set forth in Sections 7.08 or 7.09, where the Solid Waste carts have been placed within three (3) feet of the curb, Swale, paved surface of the public roadway, closest accessible roadway, or other such location agreed to by CONTRACTOR and Service Recipient, that will provide safe and efficient accessibility to CONTRACTOR's Collection crew and vehicle. 7.02 On -Premises Service. Notwithstanding any term or definition set forth in this Agreement, CONTRACTOR must provide on -premises Collection of SFD Solid Waste to an SFD Service Unit as follows: 7.02.1 At no additional cost to the SFD Service Unit: 7.02.1.1 SFD Service Units where all adult Service Recipients residing therein have disabilities that prevent them from setting their Solid Waste Cart at the curb for Collection, and if a request for on -premises service has been made. 7.02.2 At an additional cost to the SFD Service Unit: 7.02.2.1 CONTRACTOR must provide on -premises service to SFD Service Recipients on a subscription basis and may charge an additional Service Rate as specified in Exhibit 1. 7.02.3 Collection Da;. CONTRACTOR must provide On -Premises Service Collection on the same Work Day that curbside Collection would otherwise be provided to the SFD Service Unit. Page 37 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 7.03 Frequency and Scheduling of Service. Except as set forth in Section 7.09, SFD Collection Service must be provided one (1) time per week on a scheduled route basis. SFD Collection Service must be scheduled so that all SFD Service Units receive SFD Garbage Collection Service, SFD Recyclable Material Collection Service, and SFD Organic Waste Collection Service on the same Work Day. 7.04 Hour and Days of Collection. SFD Collection Service must be provided, commencing no earlier than 6:00 a.m. and terminating no later than 7:00 p.m. The hours, day, or both of Collection may be extended due to extraordinary circumstances or conditions with the prior verbal or written consent of the Agreement Administrator. 7.05 Manner of Collection. The CONTRACTOR must provide SFD Collection Service with as little disturbance as possible and must leave any Solid Waste Cart(s) in an upright position at the same point it was Collected without obstructing alleys, roadways, driveways, sidewalks or mail boxes. 7.05.1 CONTRACTOR's employees providing SFD Collection Service must follow the regular walk for pedestrians while on private property and may not trespass nor cross property to the adjoining premises unless the occupant or owner of both properties has given permission. Care should be taken to prevent damage to property, including flowers, shrubs, and other plantings. 7.05.2 placement of Carts. CONTRACTOR's employees must take care to prevent damage to Carts by unnecessary rough treatment. However, any Cart damaged by the CONTRACTOR must be replaced by CONTRACTOR, at CONTRACTOR's expense, within five (5) Work Days at no cost or inconvenience to the Service Recipient. 7.05.2.1 Upon notification to CONTRACTOR by CITY or a Service Recipient that the Service Recipient's Cart(s) has been stolen or damaged beyond repair through no fault of CONTRACTOR, CONTRACTOR must deliver a replacement Cart(s) to such Service Recipient within five (5) Work Days. CONTRACTOR must maintain records documenting all Cart replacements occurring on a monthly basis. 7.05.2.2 Each Service Recipient is entitled to the replacement of one (1) damaged by no fault of Service Recipient, lost, destroyed, or stolen Cart every ten (10) years during the life of this Agreement at no cost to the Service Recipient. Except in the case of a Cart that must be replaced because of damage caused by CONTRACTOR or in the case where CONTRACTOR elects to replace a Cart rather than repair it on-site, CONTRACTOR will be compensated for the cost of those replacements in excess of one (1) per type of Cart per Service Recipient every ten (10) years during the term of the Agreement, in accordance with the "Cart Exchange" Service Rate set forth in Exhibit 1, or as may be adjusted by the CITY from time to time as provided under this Agreement. 7.05.2.3 CONTRACTOR understands and agrees that this provision is intended to be applied on a per Cart type, individual Service Recipient basis and accordingly each Service Recipient could receive up to three (3) replacement Carts, one (1) of each type, every ten (10) years during the term of the Agreement. Page 38 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 7.05.2.4 CONTRACTOR must comply with CalRecycle container requirements as they may apply during the term of this Agreement. If any such changes are adopted after the Effective Date that results in CONTRACTOR being required to replace containers before they have been fully depreciated, CONTACTOR will be eligible for additional compensation in accordance with Section 24.01.1 7.05.3 Repair of Garbage. Recycling and Organic Waste Carts. CONTRACTOR is responsible for the repair of Carts, including but not be limited to, hinged lids, wheels and axles. Within five (5) Work Days of notification by the CITY or a Service Recipient of the need for such repairs, CONTRACTOR must repair the Cart or if necessary, remove the Cart for repairs and deliver a replacement Cart to the Service Recipient. 7.05.4 Cart Exchange. Upon notification to CONTRACTOR by CITY or a Service Recipient that a change in the size of a Cart is requested, CONTRACTOR must deliver such Cart to such Service Recipient within five (5) Work Days. Each SFD Service Unit is eligible to receive one (1) free Cart exchange per Calendar Year during the term of this Agreement with a total of five (5) Carts being exchanged. Accordingly, CONTRACTOR will be compensated only for the cost of those exchanges in excess of one (1) occurrence per Calendar Year for those SFD Service Units receiving different Cart sizes, in accordance with the "Cart Exchange" service rate as set forth in Exhibit 1 or as may be adjusted this Agreement. 7.05.5 Additional Garbage Cart Request. Upon notification to the CONTRACTOR by CITY or a Service Recipient that additional Carts for Garbage are requested, CONTRACTOR must deliver such Carts to such Service Recipient within five (5) Work Days, at the rate set forth in Exhibit 1. 7.05.6 Additional Recyclable Materials or Organic Waste Carts. For those Service Recipients utilizing 96 gallon Recyclable Materials Carts or 96 gallon Organic Waste Carts, CONTRACTOR must provide up to one (1) additional Recyclable Materials Carts and/or one (1) additional Organic Waste Carts to SFD Service Recipients within five (5) days of request at no additional cost provided that additional Carts are used by SFD Service Recipients for the purposes of setting out additional Recyclable Materials or Organic Waste for regular weekly SFD Recycling or Organic Waste Collection Service. CONTRACTOR will be compensated for the cost of additional Carts requested in excess of two (2) Recyclable Materials or Organic Waste Carts as set forth in Exhibit 1 or as may be adjusted under this Agreement. 7.05.7 Ownership of Carts. Ownership of Carts is vested in the CONTRACTOR. 7.06 SFD Garbage Collection Service. This service is governed by the following terms and conditions: 7.06.1 Non -Collection. CONTRACTOR is not required to Collect any Residential Garbage that is not placed in a Garbage Cart. In the event of non -collection, CONTRACTOR will follow the steps set forth in Section 3.10. 7.06.2 Disposal Facility. Except as set forth below, all Residential Garbage Collected as a result of performing SFD Garbage Collection Services must be transported to, and Page 39 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 disposed of, at the Disposal Facility. In the event the Disposal Facility is closed on a Work Day, CONTRACTOR must transport and dispose of the Residential Garbage at another legally permitted disposal facility. Failure to comply with this provision will result in the levy of an administrative charge as specified in this Agreement and may result in the CONTRACTOR being in default under this Agreement. 7.07 SFD Recyclinc; Service. This service is governed by the following terms and conditions: 7.07.1 Overages. Corrugated cardboard that will not fit inside the Recyclable Materials Cart may be placed beside the Recycling Cart during the two-week period beginning December 26th each year during the term of this Agreement. 7.07.2 Material Recycling Facility. Subject to 3.09, all Recyclable Materials Collected as a result of performing recycling services must be delivered to the Material Recycling Facility. Failure to comply with this provision will result in the levy of an administrative charge as specified in this Agreement and may result in CONTRACTOR being in default under this Agreement. 7.07.2.1 Recycling - Changes to Services. Should changes in Applicable Law arise that necessitate any additions or deletions to the services described in this Section 7.07, including the type of items included as Recyclable Materials, the parties will negotiate any necessary cost changes and will enter into an Agreement amendment covering such modifications to the services to be performed and the compensation to be paid before undertaking any changes or revisions to such services. 7.08 SFD Organic Waste Collection Service. 1 his service is governed by the following terms and conditions: 7.08.1 Starting July 1, 2019 CONTRACTOR's SFD Organic Waste Collection Service is required to include only Green Waste to comply with AB 1594. However, CONTRACTOR must expand the SFD Organic Waste Collection Service to include Food Waste and Other Organics as part of the SFD Organic Waste Collection Services by January 1, 2022, or as may be required by CalRecycle to comply with SB 1383. Collected Organic Waste shall be processed at a properly permitted Organic Waste Processing Facility. 7.08.2 CONTRACTOR must comply with CalRecycle collection frequency requirements as they may apply during the term of this Agreement. In the event such required changes to collection frequency that cause CONTRACTOR to incur additional collection costs, CONTRACTOR is entitled to receive additional compensation in accordance with Section 24.01.1. 7.08.3 Organic Waste Processing Services. CONTRACTOR must ensure that all Organic Waste Collected pursuant to this Agreement is diverted from the landfill in accordance with AB 939, AB 1826, AB 1594, SB 1016 and SB 1383, and any subsequent or other Applicable Law. 7.08.4 CONTRACTOR must ensure that the Organic Waste Collected pursuant to this Agreement is not disposed of in a landfill, except for residue resulting from processing. Page 40 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 7.08.5 Organic Waste Processing Facility. CONTRACTOR must deliver all Collected Organic Waste to a fully permitted Organic Waste Processing Facility or a fully permitted Organic Waste transfer station. All expenses related to Organic Waste processing and marketing will be the sole responsibility of CONTRACTOR. 7.08.6 Holiday Tree Collection. CONTRACTOR must Collect Holiday Trees set out at the curb for Collection during the two-week period beginning December 26th each year during the term of this Agreement. CONTRACTOR must deliver the Collected Holiday Trees to an appropriate facility for processing. This annual service will be provided at no additional charge to the SFD Service Recipient. CONTRACTOR is not required to divert Holiday Trees with tinsel, flocking or ornaments. 7.09 SFD Large Item Collection Service. This service is governed by the following terms and conditions: 7.09.1 Conditions of Service. CONTRACTOR must provide SFD Large Item Collection Service to all SFD Service Units in the Service Area whose Large Items have been placed within three (3) feet of the curb, swale, paved surface of the public roadway, closest accessible roadway, or other such location agreed to by CONTRACTOR and Service Recipient, that will provide safe and efficient accessibility to CONTRACTOR's Collection crew and vehicle. Up to two times per Calendar Year, the Service Recipient will be limited to the equivalent of 1.5 cubic yard of uncontainerized Solid Waste, or six (6) large items, or ten (10) 32 -gallon bags at no additional cost or expense. For subsequent collection in any Agreement Year, the CONTRACTOR shall receive compensation from the Service Recipient at the rate for such service as set in Exhibit 1. 7.09.2 Frequency_of Service. SFD Large Item Collection Service must be provided within three (3) Work Days of receipt of the request. CONTRACTOR will use good faith efforts to collect Large Items on the regular Collection day if the request is received at least forty-eight (48) hours in advance. The Service Recipient may not intentionally commingle residential Large Items with other Solid Waste. 7.09.3 Large Items Containinq Freon. In the event CONTRACTOR Collects Large Items that contain Freon, CONTRACTOR must handle such Large Items in a manner such that the Large Items are not subject to regulation as hazardous waste under applicable state and federal laws or regulations. 7.09.4 Maximum Reuse and Recycling. CONTRACTOR must dispose of Large Items collected from Service Units pursuant to this Agreement in accordance with the following hierarchy: 7.09.4.1 Reuse as is (where energy efficiency is not compromised). 7.09.4.2 Disassemble for reuse or Recycling. 7.09.4.3 Recycle. 7.09.4.4 Disposal. Page 41 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 7.09.5 CONTRACTOR may not landfill such Large Items unless the Large Items cannot be reused or recycled. 7.09.6 CITY Direction of Large Items. CITY reserves the right to direct CONTRACTOR to take Large Items Collected pursuant to this Section to a designated site or sites for the purpose of permitting persons who will reuse or recycle such Large Items to obtain the Large Items at no cost. CONTRACTOR has no obligation to dispose of the Large Items or large Item residue remaining at the directed site or sites after reusers and recyclers have removed reusable or recyclable Large Items. 7.10 Used Motor Oil and Motor Oil Filter Collection. 7.10.1 CONTRACTOR shall provide collection of used motor oil motor oil filters as part of CONTRACTOR's SFD Collection Services, at no charge to SFD Service Recipients. The CONTRACTOR will provide SFD Service Units with oil collection containers. 7.10.2 CONTRACTOR shall provide SFD Service Recipients upon request with used motor oil containers and heavy-duty zip lock bags for used motor oil filters. SFD Service Recipient's will be allowed to recycle up to two (2) gallons of used motor oil per month using this service. Used motor oil must be properly containerized and bagged in accordance with CONTRACTOR's instructions and set out next the Garbage Cart. Used motor oil must be recycled and/or lawfully disposed. 7.11 Sharps Collection. 7.11.1 CONTRACTOR shall provide a program for the mail -back of used Sharps to SFD Service -Recipients that request to participate -in such -program. Ata minimum, the Sharps mail -back program shall result in each SFD Service Recipient who desires to participate in it annually receiving one "kit" at no cost per Calendar Year, which shall be comprised of a mailing box for such container preaddressed for delivery to a properly permitted disposal location. Refill's for the "kit" shall be provided on such basis as may be requested by participating SFD Service Recipients at rates that do not exceed those set forth in Exhibit 1. 7.12 Construction and Demolition Debris and Other Temporary Collection Service. This service is governed by the following terms and conditions: 7.12.1 Conditions of Service. Upon request of an SFD Service Unit, CONTRACTOR must provide Construction and Demolition Debris and Other Temporary Collection Service on a temporary on-call basis. 7.12.2 Charges for Bins or Roll -off Containers will be in accordance with Exhibit 1. 7.12.3 Frequency of Service. Construction and Demolition Debris and Other Temporary Collection Service must be provided within seven (7) Work Days of receipt of the request. 7.12.4 CONTRACTOR must provide SFD Service Units with Construction and Demolition Debris and Other Temporary Collection Service with as little disturbance as possible and Page 42 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 without obstructing alleys, roadways, driveways, sidewalks, or mail boxes. CONTRACTOR may only place Roll -off Containers in strict adherence with CITY's right-of-way requirements and Municipal Code. ARTICLE 8. Commercial Collection Services 8.01 Commercial Collection Service. Except as set forth below, CONTRACTOR must provide Commercial Collection Services to all Commercial Service Units in the Service Area, including those City Service Units listed in Exhibit 3. All provisions of this Article 8 shall also apply to MFD Service Units and MFD Collection Service. This service is governed by the following terms and conditions: 8.01.1 Provision of Service. CONTRACTOR must provide Commercial Collection Service to all Commercial Service Units in the Service Area whose Solid Waste are properly containerized in Bins, Carts, or Roll -off Containers as appropriate where the Carts, Bins, or Roll -off Containers are accessible as set forth in Section 8.01.4. The size of the container and the frequency (above the minimum) of collection will be determined between the Service Recipient and CONTRACTOR. However, the size and frequency must be sufficient to provide that no Solid Waste need be placed outside the Cart, Bin, or Roll -off Container. The base Commercial Garbage Collection Service will include Commercial Recycling Service as described in Section 8.03.2 below, and Commercial Organic Waste Collection Service as described in Section 8.04.2 below, at no additional cost to the Service Recipient. 8.01.2 Required Capacity. CONTRACTOR must provide Commercial Recycling Service and Commercial Organic Waste Collection Service to all Commercial Service Units in the Service Area. For each Service Unit, CONTRACTOR must provide a minimum capacity of Commercial Recycling Service and Commercial Organic Waste Collection Service at no additional cost, as required in Sections 8.03.2 and 8.04.2. For those Commercial Units which need more capacity than the minimum standard, CONTRACTOR may charge the Collection Service Rates as defined in Exhibit 1. 8.01.3 Hours of Collection. Commercial Collection Service must be provided, commencing no earlier than 6:00 a.m., and terminating no later than 7:00 p.m., Monday through Friday with service on Saturday starting no earlier than 6:00 a.m. The hours of Collection may be extended due to extraordinary circumstances or conditions with the prior written consent of the Agreement Administrator. 8.01.4 Accessibilitv. CONTRACTOR must Collect all Carts, Bins or Roll -Off Containers that are readily accessible to CONTRACTOR's crew and vehicles and not blocked. However, CONTRACTOR must provide "push services" as necessary during the provision of Commercial Collection Services for the Service Rate set forth in Exhibit 1. Push services include, but are not limited to, dismounting from the Collection vehicle, moving the Bins or Carts from their storage location for Collection and returning the Bins or Carts to their storage location. CONTRACTOR may charge an extra pickup fee for the Service Rate set forth in Exhibit 1 where it is required to return to the Customer location to service the Cart, Bin or Roll -off Container because access was blocked. 8.01.5 Manner of Collection. CONTRACTOR must provide Commercial Collection Service with as little disturbance as possible and must leave any Bin, Cart, or Roll -Off Container at the same point it originally located without obstructing alleys, roadways, driveways, sidewalks or mail boxes. Page 43 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 8.01.5.1 Purchase and Distribution of Bins and Carts for New Commercial Service Units. CONTRACTOR must also distribute Bins, Carts or Roll -off Containers to new Commercial Service Units that are added to CONTRACTOR's Service Area during the term of this Agreement. The size of the Bins, Carts or Roll -Off Containers and the combination of Bins, Carts or Roll -Off Containers to be distributed will be in accordance with the service agreement obtained by CONTRACTOR as set forth in this Agreement and the distribution must be completed within five (5) Work Days of receipt of the request for service. 8.01.6 Replacement of Bins and Carts. CONTRACTOR's employees must avoid damage to Bins or Carts by unnecessary rough treatment. Any Bin or Cart damaged by the CONTRACTOR must be replaced by CONTRACTOR, at CONTRACTOR's expense, within five (5) Work Days at no cost or inconvenience to the Service Recipient. 8.01.6.1 Each Commercial Service Unit is entitled to the replacement of one (1) lost, destroyed, or stolen Bin or Cart once each ten (10) years of the term of this Agreement at no cost to the Service Unit, except where loss or damage is caused by the Service Recipient. Accordingly, CONTRACTOR will be compensated for the cost of those replacements in excess of one (1) Bin or Cart per Commercial Service Unit during each ten (10) years of the term Agreement, in accordance with the "Cart or Bin Exchange" Service Rate, as appropriate, set forth in Exhibit 1. CONTRACTOR must deliver a replacement Bin or Cart to such Service Unit within five (5) Work Days. 8.01.6.2 CONTRACTOR must comply with CalRecycle container requirements as they may apply during the term of this Agreement. If any such changes are adopted after the Effective Date that results in CONTRACTOR being required to replace containers before they have been fully depreciated, CONTRACTOR will be eligible for additional compensation in accordance with Section 24.01.1. 8.01.7 Repair of Bins and Carts. CONTRACTOR is responsible for repair of Bins and Carts. Within five (5) Work Days of notification by CITY or a Service Recipient of the need for such repairs, CONTRACTOR must repair the Bin or Cart or if necessary, remove the Bin or Cart for repairs and deliver a replacement Bin or Cart to the Service Recipient. Bin or Cart repair also includes the removal of graffiti from the Bin or Cart. 8.01.8 Bin and Cart Exchange. Upon notification to CONTRACTOR by CITY or a Service Recipient that a change in the size, or number of the Bins or Carts is required, CONTRACTOR must deliver such Bins or Carts to such Service Recipient within five (5) Work Days. Each Commercial Service Unit is eligible to receive one (1) free Bin or Cart exchange per Calendar Year during the term of this Agreement. CONTRACTOR is allowed to charge the Commercial Service Unit for the cost of those exchanges in excess of one (1) Bin or Cart exchange per Calendar Year, in accordance with the appropriate "Bin or Cart Exchange" service rate set forth in Exhibit 1 as may be adjusted by CITY under this Agreement. Additional Carts or Bins or different size Carts and Bins are subject to the applicable Service Rate set forth in Exhibit 1. 8.01.9 Ownership of Bins. Ownership of Carts, Bins, and Roll -off Containers distributed by CONTRACTOR is vested in CONTRACTOR. Page 44 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 8.01.10 Ownership of Carts. Ownership of Carts distributed by the CONTRACTOR is vested in CONTRACTOR. 8.01.11 Cleaninq of Bins and Carts. Once each Calendar Year, if requested by the Commercial Service Unit or if CITY requests to have a Bin or Cart cleaned or repaired, CONTRACTOR must clean all Bins and Carts at the Commercial Service Unit's premises, or must replace the dirty Bins and Carts with clean Bins and Carts. This service must be provided at no charge to the Commercial Service Unit, so long as the service is not requested more than once per Calendar Year. In addition, regardless of whether or not this cleaning is requested by the Service Unit, CONTRACTOR will ensure that all Carts and Bins are cleaned on an as -needed basis so as to maintain a clean appearance and proper function. Any Bin or Cart cleanings cannot be done in a manner that results in water entering the CITY's storm drain system. Additional cleanings beyond once each Calendar Year will be subject to the Service Rate set forth in Exhibit 1. 8.02 Commercial Garbage Collection Service. 8.02.1 Conditions of Service. CONTRACTOR must provide Commercial Garbage Collection Service to all Commercial Service Units in the Service Area whose Commercial Garbage is properly containerized in Garbage Carts, Bins, or Roll -off Containers, where the Garbage Carts, Bins, or Roll -off Containers are accessible. 8.02.2 Size and Frequency of Service. This service must be provided as deemed necessary and determined between CONTRACTOR and the Commercial Service Unit, but such service must be received no less than one (1) time per week with no exception for holiday(s) as set forth herein, except that Collection service scheduled to fall on a holiday may be rescheduled as determined between the Commercial Service Unit and CONTRACTOR as long as the minimum frequency requirement is met. Service may be provided by Garbage Bin, Cart, or Roll -off Container at the option of the Commercial Service Unit. The size of the container and the frequency of Collection will be determined between the Commercial Service Unit and CONTRACTOR. However, size and frequency must be sufficient to provide that no Commercial Garbage need be placed outside the Bin, Cart or Roll -Off Conatiner. CONTRACTOR must provide containers as part of the Commercial Collection Service rates set forth in Exhibit 1, however, Commercial Service Units may own their Garbage Bin or Roll -Off Containers provided that the Unit is completely responsible for its proper maintenance and that such Bin or Roll -Off Container must be of a type that can be serviced by the CONTRACTOR's equipment. 8.02.3 Non -Collection. CONTRACTOR is not required to Collect any Commercial Solid Waste that is not placed in a Cart, Bin, or Roll -off. In the event of non -collection due to Overage, CONTRACTOR must follow the steps as set forth in Section 3.10. 8.02.4 Disposal Facility. All Commercial Garbage collected as a result of performing Commercial Garbage Collection Services must be transported to, and disposed of, at the Disposal Facility. In the event the Disposal Facility is closed on a Work Day, CONTRACTOR must transport and dispose of Commercial Garbage at another legally permitted disposal facility. Failure to comply with this provision will result in the levy of an administrative charge as specified in this Agreement and may result in CONTRACTOR being in default under this Agreement. Page 45 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 8.03 Commercial Recycling Service. This service is governed by the following terms and conditions: 8.03.1 Conditions of Service. CONTRACTOR must provide Commercial Recycling Service to all Commercial Service Units in the Service Area whose Recyclable Materials are properly containerized in Recycling Bins, Recycling Carts, or Recycling Roll -off Containers except as set forth below, where the Recycling Bins or Carts are accessible. CONTRACTOR will charge for collection of Recyclable Materials collected in Carts, Bins, or Roll -off Containers at the rates set forth in Exhibit 1. Commercial Recycling Collection will occur Monday through Friday, and on Saturdays upon request and as necessary. 8.03.2 Base Commercial_ Reading Service. All Commercial Service Recipients subscribing to Commercial Garbage Collection Service must receive weekly collection of the equivalent volume of one (1) 96 -gallon Recycling Cart per Service Recipient at no additional cost. This equivalent volume may be provided in the form of up to two (2) smaller Cart sizes, if requested by the Service Recipient and/or to help meet space constraints. In situations where shared service is provided, the equivalent volume of one (1) 96 -gallon Recycling Cart per individual Commercial entity that is sharing service must be provided at no additional cost, and the actual configuration of Recycling Cart and/or Bin sizes to be provided will be based on the total equivalent volume and configured in a manner determined by the Service Recipient in consultation with CONTRACTOR. 8.03.3 Size and Frequency of Service. This service will be provided as deemed necessary and determined between CONTRACTOR and the Service Recipient, but such service must be received no less than one (1) time per week with no exception for holiday(s) as set forth herein, except that Collection service scheduled to fall on a holiday may be rescheduled as determined between the Service Recipient and CONTRACTOR as long as the minimum frequency requirement is met. Service may be provided by Bin, Cart, or Roll -off Container at the option of the Service Recipient. The size of the container and the frequency (above the minimum) of Collection will be determined between the Service Recipient and CONTRACTOR. However, size and frequency must be sufficient to provide that no Recyclable Materials need be placed outside the Bin, Cart, or Roll -off Container. CONTRACTOR may charge for Commercial Recycling Services (above the minimum 96 gallon Recyclable Materials Cart requirement as established in Section 8.03.2 above) and must provide containers as a bundled service as part of the Commercial Collection Service rates set forth in Exhibit 1, however, Service Recipients may own their Bin or Roll -Off Container provided that the Service Recipient is completely responsible for its proper maintenance and such Bin or Roll -Off Container must be of a type that can be serviced by CONTRACTOR's equipment. 8.03.4 Material Recovery, Facility. All Recyclable Materials Collected as a result of performing Recycling Services must be delivered to the Material Recovery Facility. Failure to comply with this provision will result in the levy of an administrative charge as specified in this Agreement and may result in CONTRACTOR being in default under this Agreement. 8.03.5 Recvclinci - Changes to Work. Should changes in law arise that necessitate any additions or deletions to the work described herein including the type of items included as Recyclable Materials, the parties will negotiate any necessary cost changes and will enter into an Agreement Page 46 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 amendment covering such modifications to the work to be performed and the compensation to be paid before undertaking any changes or revisions to such work. 8.03.6 Compliance with AB 341. CONTRACTOR will provide Commercial Recycling Service in a manner to exceed compliance with AB 341, as it may be amended from time to time. Starting July 1, 2019 and each July 1st thereafter, CONTRACTOR will notify all Commercial Service Units of the requirements to comply with the law. CONTRACTOR must provide the volume of collection service that all Commercial Service Units in order to be in full compliance with the law. In conjunction with the CITY's ordinance supporting full compliance with AB 341 by Commercial Service Units (i.e., "generators"), CONTRACTOR will conduct in-person outreach to all non -participating commercial covered generators a minimum of once per calendar year. 8.03.7 Additional Recycling Bins, Carts or Roll -Off Containers. CONTRACTOR must provide additional Commercial Recycling Bins and Carts to Commercial Service Recipients above the minimum requirements within five (5) days of request and may charge for such additional capacity set forth in Exhibit 1 provided that additional Bins, Carts or Roll -Off Containers are used by Commercial Service Recipients for the purposes of setting out additional Recyclable Materials for regular weekly Commercial Recycling Service. 8.04 Commercial Organic Waste Collection Service. This service is governed by the following terms and conditions: 8.04.1 Conditions of Service. CONTRACTOR must provide Commercial Organic Waste Collection Service to all Commercial Service Units in the Service Area whose Organic Waste is properly containerized in Organic Waste Bins or Organic Waste Carts, except as set forth below, where the Organic Waste Bins or Carts are accessible. CONTRACTOR will charge for collection of Organic Waste collected in Carts or Bins at the rate set forth in Exhibit 1. CONTRACTOR agrees that not all Commercial Service Units will elect to receive Organic Waste Collection Service in Carts, and that CONTRACTOR will provide Organic Waste Collection Bins upon request and as necessary. CONTRACTOR will provide a sufficient number of Carts or Bins and at a collection frequency to allow for any such Commercial Service Unit to utilize the collection of Organic Waste. Commercial Organic Waste Collection will occur Monday through Friday, and on Saturdays upon request and as necessary. CONTRACTOR must comply with CalRecycle collection frequency requirements as they may apply during the term of this Agreement. If any such changes to collection frequency are adopted after July 1, 2019 that results in CONTRACTOR being allowed to reduce the frequency of Garbage or Organic Waste Collection, or otherwise cause CONTRACTOR to reduce its collection costs as a result in a change in Garbage or Organic Waste collection frequency, CONTRACTOR must provide CITY with its estimate of reduced its costs and shall make adjustments to the Maximum Service Rates. 8.04.2 Base Commercial Organic Waste Service. All Commercial Service Recipients subscribing to Commercial Garbage Collection Service must receive weekly collection of the equivalent volume of one (1) 64 -gallon Organic Waste Cart per Service Recipient at no additional cost. In situations where shared service is provided, the equivalent volume of one (1) 64 -gallon Organic Waste Cart per individual Commercial entity that is sharing service must be provided at no additional cost, and Page 47 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 the actual configuration of Organic Waste Cart and/or Bin sizes to be provided will be based on the total equivalent volume and configured in a manner determined by the Service Recipient in consultation with CONTRACTOR. CONTRACTOR may charge for Commercial Organic Waste Collection Services (above the minimum 64 gallon Organic Waste Cart and must provide containers as a bundled service as part of the Commercial Collection Service rates set forth in Exhibit 1, however, Service Recipients may own their Bin provided that the Service Recipient is completely responsible for its proper maintenance and such Bin must be of a type that can be serviced by CONTRACTOR's equipment. 8.04.3 Size and Frequency of Service. This service will be provided as deemed necessary and determined between CONTRACTOR and the Service Recipient, but such service must be received no less than one (1) time per week with no exception for holiday(s) as set forth herein, except that Collection service scheduled to fall on a holiday may be rescheduled as determined between the Service Recipient and CONTRACTOR as long as the minimum frequency requirement is met. Service may be provided by Bin or Cart at the option of the Service Recipient. The size of the container and the frequency (above the minimum) of Collection will be determined between the Service Recipient and CONTRACTOR. However, size and frequency must be sufficient to provide that no Organic Waste needs be placed outside the Bin or Cart. A Service Recipient may own their Bin provided that the Service Recipient is completely responsible for its proper maintenance and such Bin must be of a type that can be serviced by the CONTRACTOR's equipment. 8.04.4 Organic Waste Processing Facility. All Organic Waste Collected as a result of performing Organic Waste Collection Services must be delivered to the Organic Waste Processing Facility. Failure to comply with this provision will result in the levy of an administrative charge as specified in this Agreement and may result in CONTRACTOR being in default under this Agreement.. 8.04.5 Organic Waste - Changes to Services. Should changes in law arise that necessitate any additions or deletions to the services described in this Section 8.04 including the type of items included as Organic Waste, the parties will negotiate any necessary cost changes and will enter into an Agreement amendment covering such modifications to the services to be performed and the compensation to be paid before undertaking any changes or revisions to such services. 8.04.6 Compliance with AB 1826 and SB 1383. CONTRACTOR will provide Commercial Recycling Service in a manner to exceed compliance with AB 1826 and SB 1383, as it may be amended from time to time. Starting July 1, 2019 and each July 1st thereafter, CONTRACTOR will notify all Commercial Service Units of the requirements to comply with the law. CONTRACTOR must provide the volume of collection service that all Commercial Service Units in order to be in full compliance with the law. In conjunction with the CITY's ordinance supporting full compliance with AB 341 by Commercial Service Units (i.e., "generators"), CONTRACTOR will conduct in-person outreach to all non- participating commercial covered generators a minimum of once per calendar year. 8.04.7 Additional Organic Waste Bins or Carts. CONTRACTOR must provide additional Commercial Organic Waste Bins and Carts to Commercial Service Recipients above the minimum requirements within five (5) Work Days of request and may charge for such additional capacity set forth in Exhibit 1 provided that additional Bins and Carts are used by Commercial Service Recipients Page 48 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 for the proposes of setting out additional Organic Waste materials for regular weekly Organic Waste Collection Service. 8.05 Construction and Demolition Debris and Other Temporary Collection Service. This service is governed by the following terms and conditions: 8.05.1 Conditions of Service. Upon request of a Commercial Service Unit, CONTRACTOR must provide Construction and Demolition Debris and Other Temporary Collection Service on a temporary on-call basis. 8.05.2 Charges for Bin or Roll -off Containers must be in accordance with Exhibit 1 of this Agreement. 8.05.3 Frequency of Service. Construction and Demolition Debris and Other Temporary Collection Service must be provided within seven (7) Work Days of receipt of the request. 8.05.4 CONTRACTOR must provide Commercial Service Units with Construction and Demolition Debris and Other Temporary Collection Service with as little disturbance as possible and without obstructing alleys, roadways, driveways, sidewalks, or mail boxes. CONTRACTOR may only place Roll -off Containers in strict adherence with CITY's right-of-way requirements and Municipal Code. 8.06 MFD Large Item Collection Services. CONTRACTOR shall provide Large Item Collection Services to MFD complexes in a manner and frequency as may be requested by the MFD complex management. Any such MFD Large Item Collection Services must be arranged directly between CONTRACTOR and the MFD complex management or ownership. No individual MFD Service knit may request or arrange for MFD Large Item Collection Services. CONTRACTOR may charge for MFD Large Item Collection Services in accordance with the Maximum Service Rates as listed in Exhibit 1. ARTICLE 9. City Services Provided by Contractor 9.01 CITY Collection Services. CITY Collection Services shall be provided at no cost to the CITY and shall be governed by the following terms and conditions: 9.01.1 Conditions of Service. CONTRACTOR shall provide Solid Waste Collection Services to all CITY Service Units as set forth in Exhibit 3, and as may be modified by written notice by the CITY as a CITY -directed change under Section 24.01, where the Containers are not blocked and are accessible by CONTRACTOR's collection vehicles. CONTRACTOR must provide CITY Collection Services in the same manner as service provided to Commercial Service Units in Article 8. Construction and Demolition Debris and Other Temporary Collection Service related to CITY construction or public works projects undertaken on force account solely by CITY employees, shall be provided by CONTRACTOR at no cost to the CITY. 9.01.2 CONTRACTOR shall receive written permission from the CITY before placing any containers on CITY owned property for service, except that no such permission shall be needed to place Containers at locations specified in Exhibit 3. Page 49 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 9.01.3 CONTRACTOR shall limit the number of trips and the path of travel for collection vehicles in CITY parking lots. 9.02 CITY Code Enforcement Clean -Up Services. 9.02.1 Within one (1) Work Day of a request from the Agreement Administrator, CONTRACTOR shall provide Bins or Roll -off Containers to support CITY's code enforcement Clean -Up operations within the Service Area. CONTRACTOR shall deliver to the location designated by the Agreement Administrator. Within one (1) Work Day of request by the Agreement Administrator, CONTRACTOR shall Collect the Bin or Roll -off Container and transport and deliver the Bin or Roll -off Container to a Disposal Facility, the Materials Recovery Facility, Organics Processing Facility, as appropriate given the characteristics of the load. CITY shall be responsible for loading all Solid Waste into CONTRACTOR's Bin or Roll -off Container. CONTRACTOR shall issue an invoice to the property owner and the CITY for each incidence and reflect the property address on the invoice. CONTRACTOR will then include the invoice on its annual report of delinquencies for inclusion and collection on the tax roll as provide under this Agreement. 9.03 City -Sponsored Events Service. Upon request by the CITY, CONTRACTOR shall provide Containers, Collection Services, and Street Sweeping Services in accordance with Section 9.05.4 at up to twenty five (25) events that are sponsored, organized, or substantially supported by the CITY, including but not limited to those specified in Exhibit 2, and as may be modified by written notice by the CITY at no cost to the CITY, but subject to the limitation in the last sentence of this Section 9.03. The Solid Waste collection and disposal plan for each event shall be developed by CONTRACTOR and submitted to the Agreement Administrator in writing for approval prior to each event. Current events are set forth on Exhibit 2, and as may be modified by written notice by the CITY. CITY may change or increase the number of the City -Sponsored Event receiving services, and the service levels provided at any City -Sponsored Events, by written notice to CONTRACTOR, as a CITY -directed change under Section 24.01. 9.04 Neighborhood Clean-up Events. CONTRACTOR shall provide Collection Services at Neighborhood Clean-up Events at a maximum of two (2) per year upon request by CITY. Each event shall occur on a Friday or Saturday between the hours of 8:00 a.m. and 12:00 p.m. at a location selected by the CITY and shall be limited to SFD and MFD Service Recipients within the CITY. The Agreement Administrator shall notify CONTRACTOR in writing or e-mail not less than eight (8) weeks prior to the date of the Neighborhood Clean-up Event. The services shall be provided in a manner that meets all needs of the Neighborhood Clean-up Collection Event. The events shall be conducted by CONTRACTOR at no cost of any kind to the CITY. CONTRACTOR shall provide staffing to support CITY management at all times during the Neighborhood Clean-up Events. 9.04.1 CONTRACTOR shall prepare and distribute to SFD and MFD Service Recipients Neighborhood Clean-up Event notices no later than six (6) weeks prior to each event. At a minimum, the dates and hours of operation, locations of the collection sites, and acceptable materials for collection shall be included in the notices. CONTRACTOR may separately mail electronically transmit the notices, or provide the notices as billing inserts to each SFD and MFD Service Recipient. CONTRACTOR shall provide Spanish -translated notices upon request by the CITY. The costs of Page 50 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 production, printing, mailing and all associated costs for the notices shall be borne by CONTRACTOR. CONTRACTOR shall also provide their information in digital format to the CITY. 9.04.2 CONTRACTOR shall require that each SFD and MFD Service Recipient turn in the notice to CONTRACTOR's staff at the collection site as proof of CITY residency as a condition to collection. 9.04.3 On the first (1) Working Day following each Neighborhood Clean-up Event, CONTRACTOR shall remove and clean up any remaining materials left for collection, and at the request of the Agreement Administrator provide street sweeping services in accordance with Section 9.05.4 at the paved collection locations. 9.05 Street Sweeping Services. 9.05.1 CONTRACTOR shall provide Street Sweeping Services during the Term at no charge to CITY or Service Recipients, in accordance with the terms and conditions of this Agreement commencing on January 1, 2020. 9.05.2 Manner of Service. CONTRACTOR shall provide a complete sweep of all Curb Miles on publicly maintained CITY Streets in accordance with Section 9.05.11. Within any Curb Mile, CONTRACTOR shall be responsible for sweeping all curbs, including Median Islands, and the corners from any cross street intersecting the subject street. CONTRACTOR shall obey all laws governing the operation of the sweepers on a public street, and shall perform its operations so that sweepers are traversing their routes in the normal direction of traffic. 9.05.3 CONTRACTOR shall furnish all materials, labor, supervision and equipment necessary to perform all work required for regularly scheduled sweeping of all public streets in the CITY at the frequency and within the time frames described in Section 9.05.12. By September 1, 2019, CONTRACTOR shall adopt a CITY approved street sweeping schedule that follows the CITY approved refuse collection schedule, including adjustments for Holidays. Exceptions resulting from equipment breakdowns shall be immediately reported to the CITY with a catch-up schedule. 9.05.4 CONTRACTOR shall also provide a 200 -hour time bank each Calendar year for unscheduled sweeping and related services or as otherwise assigned by the CITY upon one (1) Work Day notice. CITY designated events including, but not limited to storm events, wind events, flooding events, vehicle accidents, illicit discharges, Acts of God, and other emergencies shall be responded to within two hours or less depending on the severity of the incident. 9.05.5 Maps. CONTRACTOR shall provide the Street Sweeping Service route maps to the Agreement Administrator upon request, within ninety (90) days from receipt of written notice. The maps shall be provided in a format that can be posted to the CITY website. 9.05.6 Sweeping Method. Unsweepable items that impede sweeping, such as palm fronds, rocks, trash and debris shall be removed from the sweeping path and properly disposed of by the operator rather than driving around them. Items that impede sweeping and are immovable such as construction debris and impaired vertical or horizontal clearance by tree limbs shall be reported to the Page 51 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 CITY immediately for correction. CONTRACTOR is not responsible for areas missed due to parked cars or other personal property. Sweeper operators shall immediately report to CONTRACTOR and the CITY all illicit discharges observed during routes. CONTRACTOR shall train all operators to recognize illicit discharges and stormwater pollution sources prior to work as street operators and annually thereafter, using CITY -approved training materials. Such training shall be documented for review by the CITY. 9.05.6.1 In areas where drainage is a problem, CONTRACTOR shall make as many passes as necessary to remove debris from standing water. In addition, all sand, dirt, rocks, gravel, vegetation, and other sweepable debris shall be removed from the street during the sweeping operation. If standing water is over the top of curb, then CONTRACTOR shall not be required to sweep that specific area. Sweeper operators shall report drainage problems to CONTRACTOR and CITY on a monthly basis, or as deemed appropriate by CONTRACTOR. 9.05.7 Standards of Service. All areas swept under this Agreement shall be thoroughly cleaned. All debris shall be picked up by the sweeper unit and disposed of at CONTRACTOR's expense as outlined in Section 9.05.20 of this Agreement. Sweeping shall include the removal of all sand, gravel, dirt, litter, vegetation, and any and all other debris that accumulates between sweeps. Curb lines shall be swept along both sides of the roadway, or to the edge of pavement where no curb exists, along all curbs on raised medians, over all portions of painted medians, painted left and right turn pockets, and all intersection cross gutters. Sweeping shall normally require one pass over an area. CONTRACTOR shall make additional passes or make such extra effort required to adequately clean the street to the satisfaction of the CITY. Extra effort shall be required when sweeping equipment leaves a dirt/silt smear in its swept path. The service standards in this Article may be reviewed and modified as conditions warrant to maintain cleanliness by the CITY or as necessary to comply with any regulatory permits issued to CITY. 9.05.8 Water. CONTRACTOR shall obtain water services from the appropriate water utility, if deemed appropriate, for the water necessary in the street sweeping operation, and the cost of the water shall be borne by CONTRACTOR. 9.05.8.1 CONTRACTOR shall use reasonable efforts to obtain necessary permits to use reclaimed or tertiary recycled water instead of potable water. 9.05.8.2 CONTRACTOR shall not discharge liquid waste from the sweeper units onto CITY streets or into the storm drain system. 9.05.8.3 Washing of sweepers on any property located within the CITY is prohibited. Any and all washing of sweeper units shall be compliant with Section 8.01.11. CONTRACTOR shall implement best management practices when loading water into the street sweepers to prevent any overflow/potable water discharges into the storm drain system. 9.05.9 Sweeper Sneed. CONTRACTOR shall operate the sweepers at a speed of not more than five (5) miles per hour in residential areas and eight (8) miles per hour in commercial areas when sweeping or when the sweeper brooms are down, unless CONTRACTOR can demonstrate that the sweeper can operate efficiently and safely at a higher speed. CITY will use industry standards, Page 52 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 Environmental Protection Agency information, and the sweeper manufacturers' recommendations on the speed of sweepers when considering greater speeds. 9.05.10 Width of Sweeper Path. CONTRACTOR shall sweep a path, with all brooms down, with a width of not less than eight (8) feet unless parked vehicles, structures, or other objects prohibit the safe sweeping of this path width. The path shall begin at the face of the curb, and include the flow line of the gutter. Unless blocked by parked cars, or Carts the face of the curb and gutter shall always be included within the sweeper path. On those residential streets with no curb, the width of the sweeper path shall be not less than eight (8) feet measured from the edge of the pavement toward the center of the street. 9.05.11 Street Sweeping Frequency.. 9.05.11.1 Residential Streets. CONTRACTOR shall provide Street Sweeping Service for each Curb Mile of residential streets in the CITY once every month on a scheduled route basis. However, in those instances where the scheduled Street Sweeping Service day falls on a Holiday, CONTRACTOR shall adjust the route schedule as set forth in Article 10. 9.05.11.2 Downtown Area. Second Street Commercial Area, and Arterials. CONTRACTOR shall provide Street Sweeping Service for each Curb Mile of the downtown area, Second Street commercial area, and arterials once per week on a scheduled route basis. However, in those instances where the scheduled Street Sweeping Service day falls on a Holiday, CONTRACTOR shall adjust the route schedule as set forth in Article 10. 9.05.11.3 Change in Frequency. The CITY may direct CONTRACTOR to change the frequency of street sweeping for any CITY street. CONTRACTOR shall implement CITY - directed changes in frequency within fifteen (15) Work Days of receipt of written notice from the Agreement Administrator to adjust sweeping frequency. Any changes under this Article shall be treated as CITY -directed changes under Section 24.01. 9.05.12 Street Sweeping Hours of Service. 9.05.12.1 Residential Streets. Except as provided in Section 9.05.12.4, CONTRACTOR shall provide Street Sweeping Service on residential streets commencing no earlier than 7:00 a.m. and terminating no later than 4:00 p.m. Monday -Friday. The hours, days, or both of service may be extended due to extraordinary circumstances or conditions with the prior written consent of the Agreement Administrator. Sweeping in residential areas shall be coordinated with Collection Services to ensure that sweeping occurs after collection of all Carts has been completed on a specific street. 9.05.12.2 Arterial Streets. Except as provided in Section 9.05.12.4, CONTRACTOR shall provide Street Sweeping Service commencing no earlier than 7:00 a.m. and terminating no later than 4:00 p.m. Monday -Friday. The hours, days, or both of service may be extended due to extraordinary circumstances or conditions with the prior written consent of the Agreement Administrator. Page 53 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 9.05.12.3 Downtown Area and Second Street Commercial Area. Except as provided in Section 9.05.12.4, sweeping in the downtown area, the Second Street commercial area, or other areas as designated by the CITY may commence no earlier than 7:00 a.m. and terminate no later than 4:00 p.m. Monday -Friday. The CITY may restrict Street Sweeping hours in the downtown area, the Second Street commercial area, or other areas where noise or traffic negatively affects the surrounding residential neighborhoods. 9.05.12.4 Other Areas. Designated collector, arterial streets and CITY facilities may be swept on Saturdays between the hours of 8:00 a.m. and 12:00 p.m. upon approval of the CITY. 9.05.13 Street Changes. CITY and CONTRACTOR acknowledge that it may be necessary or desirable to add or delete CITY Streets, or change hours for which CONTRACTOR will provide Street Sweeping Services or modify sweeping schedules on a temporary basis. CITY will provide notice of any such changes to CONTRACTOR which may be caused by the following: ■ Construction or development on or along a street. ■ Pavement maintenance activities, including the chip seal program or the slurry seal program ■ Inclement weather when running water renders sweeping ineffective. ■ Special sweeping on alternative schedule. ■ Other legitimate reasons that make sweeping impractical as determined by the Agreement Administrator. 9.05.14 Street Additions. As new streets are constructed and accepted by CITY, CITY may, at CITY's sole option, designate such streets as part of the Service Area for the purposes of Street Sweeping Services. If the Agreement Administrator designates such streets as part of the Service Area, CONTRACTOR shall provide Street Sweeping Service on such streets under the terms and conditions of this Agreement within fifteen (15) Work Days of receipt of written notice from the Agreement Administrator to begin service. Any changes under this section shall be treated as CITY -directed changes under Section 24.01. 9.05.15 Street Deletions. CITY may require some CITY Streets to be temporarily or permanently removed from the list of scheduled streets for which CONTRACTOR provides Street Sweeping Service under this Agreement. CONTRACTOR shall immediately cease providing Street Sweeping Service to any CITY Street upon receipt of written notice from the Agreement Administrator to stop such service. When a CITY Street has been temporarily removed from the list of scheduled streets, CONTRACTOR shall resume Street Sweeping Service on such street in the next regularly scheduled cycle following the receipt of written notice from the Agreement Administrator to resume service. 9.05.16 Revised Maps. CONTRACTOR shall revise the Street Sweeping Service route maps to show the addition or deletion of CITY Streets as provided above and shall provide such revised maps to the Agreement Administrator upon request, within ninety (90) days from receipt of written notice. The maps shall be provided in a format that can be posted to the CITY website. Page 54 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 9.05.17 Parking Restrictions. The CITY will provide written notice to CONTRACTOR of any streets where permit parking may impact scheduled Street Sweeping Service. CONTRACTOR may be required to adjust sweeping schedules to sweep prior to the permit parking restrictions. 9.05.18 Adverse Weather Conditions. Because of varying rain conditions throughout the CITY, CONTRACTOR may verbally request permission from the Agreement Administrator to cancel sweeping during heavy and persistent rainstorms within the Service Area. CONTRACTOR may cancel sweeping only with the prior consent of the Agreement Administrator. 9.05.19 Hazardous Waste. CONTRACTOR shall not be required to remove any Hazardous Waste from the street surface. If, in the course of performing Street Sweeping Services, any suspected Hazardous Waste is encountered, CONTRACTOR shall immediately report the location to the Beaumont Police Department, the Agreement Administrator, and any other responsible agency. 9.05.20 Disposal of Sweep Waste. CONTRACTOR shall transport and deliver to the Disposal Facility all Sweep Waste collected as a result of performing Street Sweeping Services in a manner that meets AB 939 or other waste diversion requirements established per CalRecycle. In the event the Disposal Facility is closed on a Work Day or is otherwise unable to accept the Sweep Waste for disposal, CONTRACTOR shall transport and dispose of the Sweep Waste at another legally permitted Disposal Facility. Sweep Waste recycling and processing shall be by mutual agreement between the CONTRACTOR and the CITY and shall not be calculated as part of the annual diversion rate required in Article 5. 9.05.21 Spillage. During hauling, all Sweep Waste shall be contained, covered and enclosed so that leaking, spilling and blowing of the Sweep Waste is prevented. CONTRACTOR shall be responsible for the immediate clean-up of any spillage caused by CONTRACTOR. 9.05.22 Street Sweeping Service Routes. Not less than forty-five (45) days prior to commencement of Street Sweeping Services, CONTRACTOR shall submit to the Agreement Administrator, Service Area maps precisely defining the Sweeper Routes for review and approval by the Agreement Administrator. The route maps shall include the days of the month sweeping shall occur, the sweeping schedules in adjacent areas, the areas of the CITY to be swept, the start and finish of each route, the location of each dumpsite, and any special needs such as early starts, and late finishes. 9.05.22.1 The Agreement Administrator may provide written comments on the preliminary maps to CONTRACTOR no later than twenty (20) Work Days after receipt of the maps from CONTRACTOR. CONTRACTOR shall revise the maps to reflect such comments and return them to the Agreement Administrator within twenty (20) Work Days after receipt of the Agreement Administrator's comments. 9.05.22.2 Upon approval by the Agreement Administrator of the final Sweeper Route maps, CONTRACTOR shall develop and maintain the Sweeping Routes on a computerized mapping system that is compatible with CITY's mapping system to the extent possible. Page 55 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 Street Sweeping maps provided to the CITY shall be in a format that is suitable for posting to the CITY website. 9.05.22.3 Changes in maps shall be provided by the CITY, and CONTRACTOR shall update the maps in CONTRACTOR's system every month. Such changes shall also be reflected in CONTRACTOR's printed route maps. 9.05.23 Service Route Chances. CONTRACTOR shall submit to the Agreement Administrator, in writing, any proposed route change (including maps thereof) not less than forty-five (45) days prior to the proposed date of implementation. 9.05.23.1 The Agreement Administrator may provide written comments to CONTRACTOR on such proposed change no later than ten (10) Work Days after receipt of the proposal from CONTRACTOR, and CONTRACTOR shall revise the routes to reflect such comments and return them to the Agreement Administrator within ten (10) Work Days of receipt of such comments. 9.05.24 CONTRACTOR shall not implement any route changes without the prior written approval of the Agreement Administrator. If the approved route change will change the day on which Street Sweeping Service will occur, CONTRACTOR shall notify the affected Service Recipients of route changes not less than thirty (30) Work Days before the proposed date of implementation in a manner approved by the Agreement Administrator. 9.05.25 Other CITY Sweep Service. If during the Term, circumstances exist that require work associated with the Street Sweeping Service program that is not specifically provided for in this Agreement, the Agreement Administrator may require -CONTRACTOR -to -perform -such Other Associated Work ("OAW"). Any changes under this section shall be treated as CITY -directed changes under Section 24.01 to the extent that the requested services are not included in the time bank provided in Section 9.05.4. 9.05.26 When CONTRACTOR performs OAW, the labor, materials, and equipment used in the performance of such work shall be subject to the prior written approval of the Agreement Administrator. 9.05.27 Examples of OAW that CONTRACTOR may be required to perform include: performance of special sweeps, flood clean-up, street sanitation for parades and celebrations, CITY requested clean-up services, and any contingency where sweeper and supporting sweeper equipment could assist in a particular instance. 9.05.28 Street Sweeping Quality of Work. The standards of performance which CONTRACTOR is obligated to meet are those good street sweeping practices which leave the service area in a debris and dirt -free condition. 9.05.29 Street Sweeping Eauioment. 9.05.29.1 General Provisions. All Street Sweeping Service equipment used by CONTRACTOR in the performance of services under this Agreement shall be of a high quality Page 56 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 and of the vacuum type in conformance with the CITY's MS4 Permit. The collection vehicles shall be designed and operated so as to prevent collected materials from escaping from the collection vehicles. Hoppers shall be closed on top and on all sides with screening material to prevent collected materials from leaking, blowing or falling from the collection vehicles. 9.05.29.2 Street Sweeping Vehicles. Street Sweeping vehicles shall be designed and operated so as to prevent Sweep Waste from escaping from the vehicles, including means of preventing collection materials from leaking, blowing or falling from collection vehicles. 9.05.29.3 Clean Air Collection Vehicles. During the Term, to the extent required by law, CONTRACTOR shall provide its Street Sweeping vehicles to be in full compliance with all Applicable Laws, including State and federal clean air requirements that are adopted or proposed to be adopted, including, but not limited to, the California Air Resources Board Heavy Duty Engine Standards as currently proposed to be contained in California Code of Regulations, Title 13, Sections 2020 et seq., the Federal EPA's Highway Diesel Fuel Sulfur regulations and all other applicable air pollution control laws. 9.05.29.4 Vehicle Noise Level. All Street Sweeping operations shall be conducted as quietly as possible and must comply with Applicable Laws, including federal EPA noise emission regulations, currently codified at Code of Federal Regulations, Title 40, Part 205. 9.05.29.5 Reserve Equipment. CONTRACTOR shall have available to it, at all times, reserve collection and Street Sweeping Service equipment that can be put into service and operation within one (1) hour of any breakdown. Such reserve equipment shall correspond in size and capacity to the equipment used by CONTRACTOR to perform CONTRACTOR's duties under this Agreement. 9.05.29.6 All equipment shall be maintained in good mechanical condition, including brushes and brooms that shall be replaced at regular intervals. CONTRACTOR shall immediately clean any vehicle fluids (hydraulic fluids, lubricating oils, etc.) that leak or spill from equipment into the street or public right of way. 9.05.29.7 Sweeping equipment shall not be stored on CITY property or in the public right of way unless mechanical failure prevents immediate removal. In the event of mechanical failure, all efforts must be made to remove the equipment from the public right of way as soon as possible. The CITY must approve any overnight storage in public right of way or on CITY property. 9.05.29.8 All equipment is subject to inspection by the CITY at any time. 9.05.29.9 All sweepers shall have an operational strobe and back-up alarm and shall conform to all CITY, Riverside County, State and federal safety requirements. 9.05.30 Staffing. All Street Sweeper operators shall abide by applicable requirements set forth in Article 27 of this Agreement. Page 57 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 9.05.31 Communication. CONTRACTOR shall have direct communication with all sweeping operators in the field utilizing radios or cellular telephones. Each sweeper operator shall have the ability to communicate verbal information immediately to CITY staff, Police and Fire Department personnel, residents, and to report illicit storm water discharges and hazardous street or drainage conditions to the CITY. CONTRACTOR shall also report missed routes and citizen complaints and resolution to the CITY on a weekly basis, when applicable. 9.05.32 CONTRACTOR shall supply a 24-hour message telephone number to the CITY Engineer so that the CITY can notify CONTRACTOR of traffic counter installations. 9.05.33 Drivers shall be aware of their locations in order to raise their brooms and avoid destruction of traffic counter cables. CONTRACTOR shall use due diligence to avoid traffic counter cables. 9.05.34 Deficiencies and Corrections. The CITY may also make regular unannounced inspections of Street Sweeping locations if a swept area is deemed to be below acceptable performance standards, the substandard section shall be re -swept within one (1) Work Day of notification. CONTRACTOR shall re -sweep at their own expense. The CITY shall be notified of the completed re - sweep. 9.05.35 City MS4 Permit. CONTRACTOR shall meet street sweeping requirements included in the CITY's current Storm Water Discharge Permit (CAS 618033) as it may be amended, revised, or reissued from time to time ("MS4 Permit"). ARTICLE -10. Collection -Routes 10.01 Service Routes. CONTRACTOR must provide CITY with maps precisely defining Collection routes, together with the days and the times at which Collection will regularly commence. 10.02 Service Route Chances. CONTRACTOR must submit to CITY, in writing, any proposed route change (including maps thereof) not less than forty-five (45) calendar days prior to the proposed date of implementation. CONTRACTOR may not implement any route changes without the prior review of the Agreement Administrator. If the change will change the Collection day for a Service Recipient, CONTRACTOR must notify those Service Recipients in writing of route changes not less than fifteen (15) days before the proposed date of implementation. 10.02.1 Collection Route Audits. CITY reserves the right to conduct audits of CONTRACTOR's Collection routes. CONTRACTOR must cooperate with CITY in connection therewith, including permitting CITY employees or agents, designated by the Agreement Administrator, to ride in the Collection vehicles in order to conduct the audits. CONTRACTOR has no responsibility or liability for the salary, wages, benefits or worker compensation claims of any person designated by the Agreement Administrator to conduct such audits. Page 58 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 ARTICLE 11. Minimum Performance and Diversion Standards 11.01 Agreement Term Extension. In order to receive the Agreement term extension offer set forth in Article 2 of this Agreement, CONTRACTOR must meet or exceed the following annual minimum performance and diversion standards in each Calendar Year beginning July 1, 2019. 11.01.1 Performance Standards. CONTRACTOR must not have received assessment of Administrative Charges, as set forth in this Agreement more than $50,001 in any one (1) Agreement Year. 11.01.2 Minimum Diversion Standards. CONTRACTOR must meet the requirements set forth in Article 5. 11.01.3 No Current Default. CONTRACTOR is not currently in default of the Agreement. 11.02 Billing Audit and Performance_ Reviews. 11.02.1 Selection and Cost. CITY may conduct billing audit and performance reviews ("reviews") of CONTRACTOR's performance during the term of this Agreement. The reviews will be performed by a qualified firm under Agreement to CITY. CITY will have the final responsibility for the selection of the firm but may seek and accept comments and recommendations from CONTRACTOR. CITY may conduct reviews at any time during the term of the Agreement, of the reviews described in Sections 11.02.1.1 through 11.02.1.2 below, and only if such reviews are conducted at the sole option of the CITY. CITY and CONTRACTOR agree -to -each pay fifty -percent (50%) of the reasonable cost of the audits and performance reviews provided for under Section 11.02. 11.02.1.1 Full Reviews During Initial Term. CITY may conduct three (3) full reviews during the Initial Term of this Agreement. The purpose of these full reviews will be as described in Section 11.02.2 below, and one of these reviews may be conducted prior to CITY approving an extension to the term of this Agreement as described in Sections 2.02 and 2.03. For each of these full reviews, CONTRACTOR will be responsible for fifty -percent (50%) of the reasonable cost. 11.02.1.2 Full Review During Extension Period. In the event that CONTRACTOR is granted an extension to the term of this Agreement as described in Section 2.02, CITY may conduct one (1) additional full review at CONTRACTOR's expense during the five (5) year extension period. The purpose of these full reviews is described in Section 11.02.2. For each of these full reviews, CONTRACTOR will be responsible for fifty -percent (50%) of the reasonable cost. 11.02.2 Purpose. The reviews will be designed to verify that Service Recipient billing rates have been properly calculated and they correspond to the level of service received by the Service Recipient, verify that Franchise Fees, and other fees required under this Agreement have been properly calculated and paid to CITY, verify CONTRACTOR's compliance with the reporting requirements and performance standards of the Collection Service Agreement, and verify the diversion percentages reported by CONTRACTOR. CITY (or its designated consultant) may utilize a variety of methods in the execution of the performance review and billing audit, including analysis of relevant documents, on-site Page 59 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 and field observations, and interviews. CITY (or its designated consultant) will review and document the items in the Agreement that require CONTRACTOR to meet specific performance standards, submit information or reports, perform additional services, or document operating procedures, that can be objectively evaluated. This information will be formatted in a "compliance checklist' with supporting documentation and findings tracked for each of the identified items. The review will specifically include a determination of CONTRACTOR's compliance with the diversion requirements of Article 5, and the public outreach and education requirements of Article 14. CITY (or its designated consultant) may review the Service Recipient's service functions and structure utilized by CONTRACTOR. This may include CONTRACTOR's protocol for addressing Service Recipient's complaints and service interruption procedures. Complaint logs may be reviewed, along with procedures and systems for tracking and addressing complaints. On-site and field observations by CITY (or its designated consultant) may include, but are not necessarily limited to: 11.02.2.1 Interviews and discussions with CONTRACTOR's administration and management personnel; functions and structure; accounting personnel; managers; 11.02.2.2 Review and observation of CONTRACTOR's customer service 11.02.2.3 Review of public education and outreach materials; 11.02.2.4 Interviews and discussions with CONTRACTOR's financial and 11.02.2.5 interviews with route dispatchers, field supervisors and 11.02.2.6 Interviews with route drivers; 11.02.2.7 Interviews with vehicle maintenance staff and observation of maintenance practices; and 11.02.2.8 Review of on -route collection services, including observation of driver performance and collection productivity and visual inspection of residential routes before and after collection to evaluate Cart placement and cleanliness of streets. 11.02.3 CONTRACTOR's Cooperation. CONTRACTOR must cooperate fully with the review and provide all requested data, including operational data, financial data of the type described in Section 16.01, and other data reasonably requested by CITY within thirty (30) Work Days. 11.02.4 Additional Billing Audit and Performance Review. In the event that the Billing Audit and Performance Review concludes that CONTRACTOR is not in compliance with all terms and conditions of this Agreement and such non-compliance is material, CITY may conduct an Additional Billing Audit and Performance Review to ensure that CONTRACTOR has cured any such area of non- compliance. CONTRACTOR will be responsible for the cost of any such Additional Billing Audit and Performance Review, for a maximum cost of Seventy -Five Thousand Dollars ($75,000) starting on July Page 60 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 1, 2020 and each July 15t thereafter, the maximum cost for the review will be adjusted by the RRI amount as established in Section 4.07. 11.03 City Requested Program Review. CITY reserves the right to require CONTRACTOR to periodically conduct reviews of the Collection Services programs, provided that such reviews are reasonable and can be accomplished at no additional cost to CONTRACTOR and without interfering with CONTRACTOR's operations. Such reviews could assess one or more of the following performance indicators: average volume of Recyclable Materials per setout per Service Recipient, average volume of Green Waste and/or Food Waste per setout per Service Recipients, participation level, contamination levels, etc. Prior to the program evaluation review, CITY and CONTRACTOR will meet and discuss the purpose of the review and agree on the method, scope, and data to be provided by CONTRACTOR. 11.04 Cooperation with Other Program Reviews. If CITY wants to collect program data, perform field work, conduct route audits to investigate Service Recipient participation levels and setout volumes and/or evaluate and monitor program results related to Garbage, Recyclable Materials and Organic Waste collected in CITY by CONTRACTOR, CONTRACTOR must cooperate with CITY or its agent(s) as reasonably requested by CITY, provided that such cooperation can be accomplished at no additional cost to CONTRACTOR and without interfering with CONTRACTOR's operations. ARTICLE 12. Collection Equipment 12.01 Equipment Specifications. 12.01.1 General Provisions. All equipment used by CONTRACTOR in the performance of services under this Agreement must be of a high quality and comply with all Applicable Laws and meet or exceed all applicable air quality standards, including all applicable provisions of South Coast Air Quality Management District Rule 1193. The vehicles must be designed and operated so as to prevent Collected materials from escaping from the vehicles. Hoppers must be closed on top and on all sides with screening material to minimize Collected materials from leaking, blowing or falling from the vehicles. All trucks and containers must be leak resistant and must be operated to minimize spillage of liquids during Collection or in transit. 12.01.2 Large Items. Vehicles used for Collection of Large Items may not use compactor mechanisms or mechanical handling equipment that may damage reusable goods or release Freon or other gases from pressurized appliances. 12.01.3 Collection Vehicles. CONTRACTOR may not use any Collection vehicle that is more than ten (10) years old or has more than 250,000 miles unless such vehicle is a Rebuilt Vehicle. 12.01.4 Collection Vehicle Size Limitations / Overweight Vehicle Charge. CONTRACTOR may not use any Collection vehicle for in violation of weight limitations set forth in Applicable Law. CONTRACTOR must report all instances of overweight vehicles to CITY on a monthly basis as part of its monthly CITY Reports submittal described in Section 16.02.1.1. CONTRACTOR may be assessed administrative charges as set forth Section 19.04 as a result of exceeding an overweight vehicle rate of ten percent (10%) in any month during the term of the Agreement. The overweight vehicle Page 61 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 rate will be calculated as the total number of overweight collection vehicle instances during each month, divided by the total number of collection vehicle loads transported during the same corresponding month. Prior to collecting administrative charges for overweight vehicles, the CITY shall afford CONTRACTOR a reasonable opportunity to provide the Agreement Administrator documentation of the extraordinary circumstance that caused the overweight vehicles. Extraordinary circumstances in this particular case include, but may be limited to, heavy rains or high winds that caused excess Green Waste to be generated, rain to accumulate in open Collection Containers, or normal Collection routes to be delayed or shortened to extreme weather conditions. The Agreement Administrator shall have authority to consider CONTRACTOR's documentation and uphold and collect the assessed charge, to reduce the charge, or waive and dismiss the charge. The Agreement Administrator shall also have the authority to waive charges in advance of an anticipated, or in response to and actual, emergency event. 12.01.5 Infrastructure Impact Mitigation Fee. In addition to the any other payments required under this Agreement, CONTRACTOR shall pay CITY an Infrastructure Impact Mitigation Fee (IIM Fee) as provided in this Section. The initial amount of the IIM Fee shall be, and shall remain until June 30, 2027, zero dollars ($0). 12.01.5.1 Beginning July 1, 2027, CITY and CONTRACTOR will compare the BLN to the CYN, both as defined below, and if the CYN is greater than BLN, CONTRACTOR shall pay to CITY the IIM Fee, as calculated below by September 30, 2027 and, and shall continue to pay to CITY no later than September 30th of each Agreement Year thereafter the IIM Fee as recalculated. 12.01.5.2 If on July 1, 2027, the BLN is greater than the CYN, then no IIM Fee shall be paid in that Agreement Year, but each Agreement Year thereafter the parties shall compare PYN to CYN. CITY shall not be eligible for payment of the IIM Fee until an Agreement Year in which CYN is greater than PYN. In such Agreement Year CONTRACTOR shall pay to CITY the IIM Fee, as calculated below, and shall continue to pay to CITY September 301h of each Agreement Year thereafter if the IIM Fee as recalculated thereafter. 12.01.5.3 The parties anticipate and agree that the IIM Fee will increase or decrease each Agreement Year to the extent that the CITY Franchise Fee, as adjusted by RRI, paid in the immediately prior Agreement Year, is less than or greater than the EF multiplied by the CONTRACTOR's Gross Receipts for the immediately prior Agreement Year. However, in no instance shall the IIM Fee decrease be below zero dollars nor shall CITY have an obligation to pay CONTRACTOR any negative value of the IIM Fee. BLN = Baseline Impact Number = Total number of Service Recipient Accounts with different service address in the 2018/2019 Agreement Year. CYN = Current Year Impact Number = Total number of Service Recipient Accounts with different service address in the prior Agreement Year or the total service volume (cubic yards/gallons) in the prior Agreement Year. PYN = Prior Agreement Year Impact Number = the CYN from the immediately preceding Agreement Year. IIM Fee = FF Base + ((GR x EF) - FF Base). Page 62 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 FF Base = Franchise Fee as adjusted by RRI and paid in the immediately prior Agreement Year. GR = Contractor's Gross Receipts under the Franchise Agreement for the immediately prior Agreement Year. EF = Equity Factor is 0.2344 = Equity Factor. 12.01.6 Registration; Inspection. All vehicles used by CONTRACTOR in providing Collection Services under this Agreement, except those vehicles used solely on CONTRACTOR's premises, are to be registered with the California Department of Motor Vehicles. In addition, each such vehicle must be inspected by the California Highway Patrol in accordance with Applicable Law. Within two (2) Work Days of a request from the Agreement Administrator, CONTRACTOR must provide CITY a copy of its vehicle maintenance log and any safety compliance report, including, but not limited to, any report issued under California Vehicle Code sections 34500 and following, as well as the biennial "BIT" inspections conducted by the California Highway Patrol. 12.01.7 Safety Makings. All Collection equipment used by CONTRACTOR must have appropriate safety markings including, but not limited to, highway lighting, flashing and warning lights, and clearance lights. All such safety markings must be in accordance with the requirements of the California Vehicle Code, as may be amended from time to time. 12.01.8 Vehicle Signage and Painting. Collection vehicles must be painted and numbered without repetition and must have CONTRACTOR's name, CONTRACTOR's customer service telephone number, and the number of the vehicle painted in letters of contrasting color, at least four (4) inches high, on each side and the rear of each vehicle. No advertising is permitted other than the name of CONTRACTOR, its logo and registered service marks except promotional advertisement of the Recyclable Materials and Organic Waste programs. CONTRACTOR must repaint all vehicles (including vehicles striping) during the term of this Agreement on a frequency as necessary to maintain a positive public image as reasonably determined by the Agreement Administrator, but not less often than every thirty (30) months beginning July 1, 2019. 12.01.9 Bin Signage, Painting, and Cleaning. All metal or plastic Bins of any service type furnished by CONTRACTOR must be either painted or galvanized. All metal or plastic Bins must display CONTRACTOR's name, CONTRACTOR's customer service telephone number, and the number of the Bin and must be kept in a clean and sanitary condition. The Bins provided by CONTRACTOR must be steam cleaned by CONTRACTOR as frequently as necessary so as to maintain them in a sanitary condition. Bins may be subject to periodic, unscheduled inspections by CITY and determination as to sanitary condition will be made by CITY. Bin cleanings beyond once each Calendar Year will be subject to the Service Rate set forth in Exhibit 1. Any and all washing of Bins, Carts, Compactors, or Roll -Off Containers by CONTRACTOR is not allowed within the CITY limits, unless approved by the Agreement Administrator. 12.02 Vehicle Certification. For each Collection vehicle used in the performance of services under this Agreement, CONTRACTOR must obtain a certificate of compliance (smog check) issued pursuant to Part 5 of Division 26 of the California Health and Safety Code (Section 43000 and following) and regulations promulgated thereunder and/or a safety compliance report issued pursuant to Division Page 63 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 14.8 of the California Vehicle Code (Section 34500 and following) and the regulations promulgated thereunder, as applicable to the vehicle. CONTRACTOR must maintain copies of such certificates and reports and must make such certificates and reports available for inspection upon request by the Agreement Administrator. 12.02.1 No later than July 1, 2019, CONTRACTOR must submit to the Agreement Administrator verification that each of the CONTRACTOR's Collection vehicles has passed the California Heavy Duty Vehicle Inspection. Thereafter, CONTRACTOR must cause each vehicle in CONTRACTOR's Collection fleet to be tested annually in the California Heavy Duty Inspection Program and must submit written verification to CITY upon request by the Agreement Administrator. CONTRACTOR may not use any vehicle that does not pass such inspection. 12.03 Equipment Maintenance. CONTRACTOR must maintain Collection equipment in a clean condition and in good repair at all times. All parts and systems of the Collection equipment must operate properly and be maintained in a condition satisfactory to CITY. CONTRACTOR must wash all Collection vehicles at least once a week. 12.04 Maintenance Log. CONTRACTOR must maintain a maintenance log for all Collection vehicles. The log must at all times be accessible to CITY by physical inspection upon request of Agreement Administrator, and must show, at a minimum, each vehicles CONTRACTOR assigned identification number, date purchased or initial lease, dates of performance of routine maintenance, dates of performance of any additional maintenance, and description of additional maintenance performed. 12.05 Equipment Inventory. On or before July 1, 2019, and each July 15t through the Term of this Agreement, CONTRACTOR must provide to CITY an inventory of Collection vehicles and major equipment used by CONTRACTOR for Collection or transportation and performance of services under this Agreement. The inventory must indicate each Collection vehicle by CONTRACTOR assigned identification number, DMV license number, the age of the chassis and body, type of fuel used, the type and capacity of each vehicle, the number of vehicles by type, the date of acquisition, the decibel rating and the maintenance and rebuild status. CONTRACTOR must submit to the Agreement Administrator, either by fax or e-mail, an updated inventory each Calendar Year to the CITY or more often at the request of the Agreement Administrator. Each inventory must also include the tare weight of each vehicle. Each vehicle inventory must be accompanied by a certification signed by CONTRACTOR that all Collection vehicles meet the requirements of this Agreement. 12.06 Reserve Equipment. CONTRACTOR must have available to it, at all times, reserve Collection equipment which can be put into service and operation within one (1) hour of any breakdown. Such reserve equipment must correspond in size and capacity to the equipment used by the CONTRACTOR to perform the contractual duties. ARTICLE 13. Contractor's Office 13.01 CONTRACTOR's Office. CONTRACTOR must maintain an office where complaints can be received. Such office must be equipped with sufficient telephones that all Collection Service related calls received during normal business hours are answered by an employee within five (5) rings, Page 64 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 and must have responsible persons in charge during Collection hours and must be open during such normal business hours, 8:00 a.m. to 5:00 p.m. on Monday through Friday. CONTRACTOR must provide either a local or toll-free telephone number, and a telephone answering service or mechanical device to receive Service Recipient inquiries during those times when the office is closed. Calls received after normal business hours must be addressed the next Work Day morning. CONTRACTOR shall keep records of all Service Recipient's calls for at least three (3) years, collected on a Calendar Year cycle. The CONTRACTOR must include the type of call (Complaint, compliment, Other), a summary of the call the time and date of the call, and if a complaint was made, the resolution to the complaint. A record of each month's calls will be reported as part of the monthly report, as part of Section 16.03.2.5 of this Agreement. A record of each year's calls will be reported as a part of the Annual Report, as defined in Section 16.04.2.8 of this Agreement. These records will also be made available to the CITY upon request, as pursuant to Section 16.01.3 of this Agreement. 13.01.1 Emergency Contact. CONTRACTOR must provide the Agreement Administrator with an emergency phone number where the CONTRACTOR can be reached outside of the required office hours. 13.01.2 Multilingual/TDDService. CONTRACTOR must at all times maintain the capability of responding to telephone calls in English and such other languages as CITY may direct. CONTRACTOR must at all times maintain the, capability or responding to telephone calls through Telecommunications Device for the Deaf (TDD) Services. 13.01.3 Service Recipient Calls. During office hours, CONTRACTOR must maintain a telephone answering system capable of accepting at least fifteen (15) incoming calls. at one time. CONTRACTOR must record all calls including any inquiries, service requests and complaints into a customer service log. 13.01.4 All incoming calls will be answered within five (5) rings. Any call "on -hold" in excess of one and one-half (1.5) minutes must have the option to remain "on -hold" or request a "call- back" from a customer service Agreement Administrator. CONTRACTOR's customer service representatives must return Service Recipient calls. For all messages left before 3:00 p.m., all "call backs" must be attempted a minimum of one time prior to 6:00 p.m. on the day of the call. For messages left after 3:00 p.m., all "call backs" must be attempted a minimum of one time prior to noon the next Work Day. CONTRACTOR must make minimum of three (3) attempts within twenty-four hours of the receipt of the call. If CONTRACTOR is unable to reach the Service Recipient on the next Work Day, CONTRACTOR must send a postcard to the Service Recipient on the second Work Day after the call was received, indicating that the CONTRACTOR has attempted to return the call. ARTICLE 14. CONTRACTOR Support Services 14.01 Public Outreach and Education Services. CONTRACTOR, at its own expense, must prepare, submit and implement an annual (Calendar Year) Public Education and Outreach Program beyond CITY's Public Education and Outreach Program. CONTRACTOR's initial Sustainability Plan is Page 65 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 outlined in Exhibit 6. The proposed action plan must be submitted annually for CITY approval no later than August 1 st for the next Calendar Year. 14.01.1 Sustainability Representative. The CONTRACTOR will collaborate with CITY staff to make available reasonable use of one or more CONTRACTOR representatives to assist CITY in meeting requirements of the California Integrated Waste Management Act (IWMA) of 1989. On an annual basis, CONTRACTOR will make an individual available as needed to implement, in cooperation with the CITY, Recycling programs in the Service Area on an average of approximately two days a week. 14.01.2 Diversion and Sustainability Work Plan. Collaboratively, CONTRACTOR and CITY staff will develop an annual Waste Diversion and Sustainability Work Plan to help guide CONTRACTOR's staffs work efforts. This program must be designed to increase diversion and Service Recipients participation and should target certain Recyclable Materials or "problem" areas of CONTRACTOR's Service Area where improvements can be maximized. Targets of outreach should be based on local trends and recycling patterns based on information obtained by both the Agreement Administrator and CONTRACTOR staff. To the extent possible, CONTRACTOR will work to modernize its public outreach and education services throughout the term of this Agreement by providing outreach materials to Service Recipient electronically (e.g., via email). The parties will make good faith efforts to complete each annual Work Plan by August 1st. CONTRACTOR will not be required to expend more than One Hundred Thousand Dollars ($100,000) per year (as adjusted annually by the RRI Adjustment), for matters described in this Article 14. 14.01.3 Website. CONTRACTOR will maintain a website that describes and promotes the use of the available Recycling services. The CONTRACTOR will consult, collaborate and coordinate its activities with the CITY regarding Recycling programs so that the CITY is fully informed and provided as opportunity for input to the CONTRACTOR's Recycling programs. 14.01.4 Annual Recycling Awards. CONTRACTOR will recognize outstanding participation in Recycling and/or Organic Waste programs by identifying "recycling all-stars" for recognition at a City Council meeting during each November, beginning November 2020. 14.01.5 Outreach Activities. On an annual basis the CONTRACTOR will coordinate Recycling and Organics education and outreach programs for Residential and Commercial Service Recipients, in conformance with Applicable Laws including without limitation SB 1383, AB 1826, AB 939, AB 341, in coordination with the CITY. This program will consist of the following: 14.01.5.1 CONTRACTOR will utilize "Recycle Often. Recycle Right." (RORR). RORR is an education program to educate on proper recycling. RORR is a CONTRACTOR program designed to offer a number of educational tools assisting with proper recycling. Educational information includes brochures, school recycling curriculums, kid's activity flyers, posters, myth busters, and recycling art activities. The RORR website is found at www.RORR.com. Page 66 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 14.01.5.2 CONTRACTOR will attend public events and host booths to promote recycling education and awareness. CONTRACTOR will work with CITY to identify which special events will be attended. 14.01.5.3 CONTRACTOR to distribute educational material to Service Recipients on an annual basis. Examples include recycling tips, battery and bulb education, proper Cart placement, resource information, and HHW education. This material will be mailed or electronically transmitted to Service Recipients. 14.01.5.4 Service Recipients will have access to CONTRACTOR's local website to find information specific to the CITY's programs. The CONTRACTOR will ensure that information provided on the website is maintained and up-to-date. This content will include proper container set out, educational materials, newsletters and program descriptions. Service Recipients will also have the ability to use CONTRACTOR's web -based service request system. 14.01.5.5 CONTRACTOR with CITY and will work with local media to ensure information is communicated to the community (new programs, events, recycling information, etc.). 14.01.5.6 CONTRACTOR to use options, such as; local Paper, News, Websites, Home Owners Associations (HOA), and Civic Groups. 14.01.5.7 CONTRACTOR will assist the CITY in supporting Food Waste and Green Waste diversion surveys and programs. 14.01.5.8 CONTRACTOR will complete Garbage, Organic Waste, and Recycling audits for Commercial Service Recipients and provide recommendations to Commercial Service Recipients on how to improve overall resource efficiency. 14.01.6 News Media Requests. CONTRACTOR will notify the Agreement Administrator by fax, e-mail or phone of all requests for news media interviews related to the services covered under this Franchise Agreement within twenty-four (24) hours of CONTRACTOR's receipt of the request. When practicable, before responding to any inquiries involving controversial issues or any issues likely to affect participation or Service Recipient's perception of services, CONTRACTOR will discuss CONTRACTOR's proposed response with the Agreement Administrator. 14.01.6.1 Copies of draft news releases or proposed trade journal articles that use the name of CITY or relate to the services provided hereunder must be submitted to the Agreement Administrator for prior review and approval at least five (5) working days in advance of release, except where CONTRACTOR is required by any law or regulation to submit materials to any regulatory agency in a shorter period of time, in which case CONTRACTOR must submit such materials to CITY simultaneously with CONTRACTOR's submittal to such regulatory agency. 14.01.6.2 Copies of articles resulting from media interviews or news releases that use the name of CITY or relate to the services provided hereunder must be provided to the CITY within five (5) days after publication. Page 67 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 14.02 Annual Collection Service Notice. Each year during the term of this Agreement, CONTRACTOR must publish and distribute (by mail or electronically) a notice to all Service Units regarding the Collection Service programs. The notice must contain at a minimum; definitions of the materials to be Collected, procedures for setting out the materials, the days when Garbage Collection Services, Recycling Services, and Organic Waste Collection Services will be provided, CITY customer service phone number; and instructions on the proper filling of Containers, instructions as to what materials may or may not be placed in Recyclable Materials or Organic Waste Containers, and the amount of overage and contamination fees in the event of non-compliance. The notice must also advertise the availability of on -premises Collection Services, SFD Large Items Collection Services and Temporary Construction and Demolition Debris Collection Services, and specifically the availability of no - charge on -premises Collection Services for specific qualified Service Recipients as described in Section 7.02.1. The notice must also advertise the date and location of upcoming free paper shredding events as described in Section 14.04 below. The notice must be provided in English, and other languages as directed by the CITY and must be distributed by CONTRACTOR no later than March 31 of each year. 14.03 Free Pager Shredding Events. Once per calendar year concurrent with a Neighborhood Cleanup Event, at no additional cost to CITY or its residents, CONTRACTOR will conduct a free paper shredding event at the location Neighborhood Cleanup Event. At each event, all CITY residents will be permitted to deliver an unlimited amount of paper for shredding free of charge by CONTRACTOR. CONTRACTOR must arrange for all shredded paper generated by each event to be processed in such a manner so as to ensure the diversion of this material from landfilling. 14.04 Mulch or Compost Delivery. At no cost to the CITY, CONTRACTOR must provide CITY with mulch or compost materials (i.e., "Recovered Organic Materials") at a volume to allow the CITY to comply with SB 1383. CONTRACTOR must deliver mulch or compost materials at a time and location mutually agreeable between the CITY and CONTRACTOR. Delivered mulch or compost can be in bulk form or bagged. 14.05 Edible Food Recovery Support. At no cost to the CITY, CONTRACTOR must provide support to the CITY's Edible Food Recovery program as required under SB 1383. CONTRACTOR support may include educating commercial edible food generators, and providing records of site visits, conducting education efforts, and listing food recovery organizations. 14.06 Additional Outreach Programs and Services. CONTRACTOR will provide additional public outreach services and programs as requested by CITY at a price to be mutually agreed upon between the CONTRACTOR and the Agreement Administrator. This agreement will ultimately take the form of a standard CONTRACTOR personal services Agreement. In the event the CONTRACTOR and Agreement Administrator cannot reach a mutually agreed upon price for the requested service or program, CITY shall have the right to procure the service of other vendors or contractors to provide the requested public outreach services ARTICLE 15. Emergency Service 15.01 Revised Services During an Emergency. In the event of a natural disaster or Act of God, the Agreement Administrator may grant the CONTRACTOR a variance from regular routes and Page 68 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 schedules, which will not be withheld unreasonably. As soon as practicable after such event, CONTRACTOR must advise the Agreement Administrator when it is anticipated that normal routes and schedules can be resumed. The Agreement Administrator will make an effort through the local news media and in coordination with the CITY to inform the public when regular services may be resumed. The clean-up from a natural disaster or Act of God may require that CONTRACTOR hire additional equipment, employ additional personnel, or work existing personnel on overtime hours to clean debris resulting from the natural disaster or Act of God. CONTRACTOR will receive additional compensation for extraordinary clean-up directly in response to a natural disaster or Act of God above the normal compensation contained in this Agreement, to cover the costs of rental equipment, additional personnel, overtime hours and other documented expenses based on the rates set forth in Exhibit 1 provided CONTRACTOR has first secured written authorization and approval from CITY through the Agreement Administrator. CITY will be given equal priority and access to resources as with other franchise jurisdictions held by CONTRACTOR or its affiliates. ARTICLE 16. Record Keeping and Reporting Requirements 16.01 Record Keeping. Notwithstanding Article 41 herein: 16.01.1 Accounting Records. CONTRACTOR must maintain full, complete and separate financial, statistical and accounting records, pertaining to cash, billing, and provisions of all Collection Services, prepared on an accrual basis in accordance with generally accepted accounting principles. Such records will be subject to audit, copy, and inspection. Gross receipts derived from provision of the Collection Services, whether such services are performed by CONTRACTOR or by a subcontractor or subcontractors, will be recorded as revenues in the accounts of CONTRACTOR. CONTRACTOR must maintain and preserve all cash, billing and disposal records for a period of not less than three (3) years following the close of each of CONTRACTOR's fiscal years. 16.01.1.1 CITY reserves the right to request audited, reviewed, or compiled financial statements prepared by an independent Certified Public Accountant, or as may be provided by CONTRACTOR's parent, Waste Management, Inc. In the event that CONTRACTOR does not maintain separate financial or accounting records prepared specifically for services provided under this Agreement, CONTRACTOR may use industry standard allocation methods to provide financial information as applicable to the service provided under this Agreement. 16.01.2 Agreement Materials Records. CONTRACTOR must maintain records of the quantities of Solid Waste collected, processed, and disposed under the terms of this Agreement, by type, Collected, purchased, processed, sold, donated or given for no compensation, and Residual disposed. 16.01.3 Other Records. CONTRACTOR must maintain all other records reasonably related to provision of Collection Services, whether or not specified in this the Agreement. Page 69 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 16.02 Monthly Reporting. 16.02.1 General. Monthly reports must be submitted no later than 5 p.m. PT on the fifteenth (15th) day of the following the close of the reporting period. If the fifteenth (15th) day falls on a day that CITY is closed or a holiday, then the payment will be due on the next business day. 16.02.1.1 Overweight Vehicle Reporting. The monthly report must include a summary total of all instances of overweight collection vehicles. This summary must include the number of overweight vehicle instances expressed as a percentage of the total number of collection vehicle loads transported during the reported month. 16.02.1.2 Contamination Reporting. To the extent required by Applicable Law, the monthly report must include a summary of all instances of qualifying contamination under the procedures in Section 3.09. This summary must include the total number of accounts where contamination occurred, the total number of Contamination Violation Notices issued by CONTRACTOR to Service Recipients, and the total number of instances where Collection Cart of Bins size or Collection frequency was increased specifically due to contamination. Within twenty (20) work days of request by CITY, CONTRACTOR will provide copies of the Contamination Violation Notices and the digital documentation of contamination. 16.03 Quarterly Reporting. 16.03.1 General. Quarterly reports must be submitted no later than 5 p.m. PT on the fifteenth (15th) day following the last month of the quarter. If the fifteenth (15th) day falls on a day that Cf l Y is closed or a holiday, then the report will be due on the next business day. 16.03.2 CITY Reports. Quarterly reports to CITY must include: 16.03.2.1 Gross Receipts Reporting. CONTRACTOR must include an accounting of CONTRACTOR's gross receipts collected during the preceding quarter. 16.03.2.2 Franchised Tonnage Data. CONTRACTOR must report the tonnage of Garbage, Recyclable Materials and Organic Waste collected, processed for diversion, Residual amounts and landfilled for broken down by SFD, MFD, Commercial, and City Service Collection Services. 16.03.2.3 Non -Collection. The quarterly report must include a summary of each Service Unit receiving a Non -Collection Notice in the previous quarter along with a description for the Non -Collection Notice. 16.03.2.4 Collection Overage Charges. The quarterly report must include each Service Unit incurring a charge for a Solid Waste Overage in the previous quarter. 16.03.2.5 Service Recipient Complaint Log. The quarterly report must include the Service Recipient call log collected from the previous quarter as required in Section 13.01 of this Agreement. Page 70 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 16.03.2.6 Account Verification. CONTRACTOR shall verify new service starts, holds, or terminations in Service Units based on the CITY's Business license System, Water Willing and Waste Billing data, as provided by the CITY on a monthly basis. If there are service starts, holds, or terminations that are not listed on the CITY provided data, CONTRACTOR shall notify the CITY of any discrepancies within ten (10) Business Days of receipt of the CITY data. 16.04 Annual Reporting. 16.04.1 General. An annual report must be submitted no later than 5:00 p.m. PT on April 1, 2020 and each April 1St thereafter for the previous Calendar Year. If April 1St falls on a day that CITY is closed, then the report will be due on the next business day. Annual reports must be provided electronically in software acceptable to the CITY. 16.04.2 CITY Reports. Annual reports to CITY must include: 16.04.2.1 Financial Reports. CONTRACTOR must prepare an annual Financial Report for submittal to the CITY. At a minimum, the Financial Report must include the number of SFD Service Units and Commercial Service Units provided with Collection Services, including any additional services, the CONTRACTOR's gross billing and amount collected for each type of Service Unit, and the amount received for the sale of Recyclable Materials, cost of Recyclables Materials processing, and the cost of residual disposal. 16.04.2.2 Public Education Summary. Public education and information activities undertaken during the year, including distribution of bill inserts, collection notification tags, community information and events, tours and other activities related to the provision of Collection Services. This report will discuss the impact of these activities on Recycling program participation and include amounts Collected from SFD and Commercial Service Units. 16.04.2.3 Summary of Programs. An analysis of any Recycling and Organic Waste Collection, processing and marketing issues or conditions (such as participation, setouts, contamination, etc.) and possible solutions, discussed separately for SFD and Commercial programs. 16.04.2.4 Garbage Data. The number of SFD and Commercial Service Units and the number of Bins, Carts and Roll -Off Containers distributed by size and Service Unit type. 16.04.2.5 Recycling Data. Gross tons Collected daily on average by material type by route for SFD and Commercial Recycling service. The average participation rates by quarter relative to the total number of Service Units by Service Unit type. Indicate, by material type (and grade where appropriate), quarterly totals of Recyclable Materials processed and sold including facility name and location, average price received per ton and total recycling revenue received for the Calendar Year, cost of Recyclables Materials processing, and the cost of residual disposal. Indicate any quantities, by material type, donated or otherwise disbursed without compensation. Indicate number of Bins and Carts distributed by size and Service Unit type. Also provide quarterly totals and location for Residual disposed. Page 71 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 16.04.2.6 Organic Waste Data. Include average daily gross tons Collected by route. Include the total number of generators that receive each type of Organic Waste Collection Service provided by the CONTRACTOR. Indicate average daily number of set -outs by route. Indicate average participation rates relative to the total number of Service Units in terms of weekly set -out counts. Indicate number of Bins and Carts distributed by size and Service Unit type. Provide totals and location for Residue Disposed. Include the number of route reviews conducted for prohibited contaminants and the number of Non -Collection Notices issued to Service Recipients. 16.04.2.7 Commercial Outreach Retort. A complete list of all Commercial accounts, which includes each account's status as a "covered generator" under AB 341 and AB 1826, the date and status of CONTRACTOR's outreach efforts at each account, and the current level of Recycling and Organics program participation at each account. 16.04.2.8 Customer Service Log. A summary of the type and number of complaints and their resolution, including calls related to missed pickups and responses to such calls. (with three-year retention) 16.04.2.9 Green Pages. A copy of CONTRACTOR's most recent "Green Pages" (i.e., customer call center "cheat sheet") for the City of Beaumont, or the equivalent information used by customer service representatives in the event that the "Green Pages" are renamed or otherwise reworked during the term of this Agreement. 16.04.2.10 Overweight Vehicle Data. A summary of all instances of overweight collection vehicles. This summary must also include the number of overweight vehicle instances as a percentage of the total number of collection vehicle loads transported during the Calendar Year. 16.04.2.11 Summary Narrative. A summary narrative of problems encountered with Collection and processing activities and actions taken. Indicate type and number of Non -Collection Notices left at Service Recipient locations. Indicate instances or numbers of property damage or injury, significant changes in operation, market factors, publicity conducted, or needs for publicity. Include description of processed material loads rejected for sale, reason for rejection and disposition of load after rejection. 16.04.2.12 Bin. Cart. and Vehicle Inventory. An updated complete inventory of Bins and Carts by type and size, and an updated complete inventory of Collection vehicles including for each vehicle: truck number, date purchased, vehicle type, tare weight, license plate number, and vehicle make and model. 16.04.2.13 AB___ 341, AB 1826, and SB _ 1383 Compliance Data. CONTRACTOR must report the total number of Commercial Service Units serviced and the number of containers, container sizes and frequency of Collection for Garbage, Recyclable Materials and Organic Waste for each Commercial and MFD Service Unit. CONTRACTOR must also provide the following information separately for both AB 341, AB 1826 and SB 1383. Page 72 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 16.04.2.14 The total number of Commercial and MFD Service Units that fall under the AB 341 or AB 1826 thresholds, and the total number of those Commercial Service Units that are not receiving CONTRACTOR's required services to Commercial and MFD Recycling Collection Service or Commercial and MFD Organics Collection Service. 16.04.2.15 A summary of the type of follow-up outreach that was provided to those Commercial Service Units that are not subscribed to Commercial and MFD Recycling Collection Service or Commercial ad MFD Organics Collection Service. 16.05 Diversion Data. By 5:00 p.m. PT on March 31, 2020, and annually thereafter during the term of this Agreement, CONTRACTOR must deliver to CITY diversion data for the specific services performed under this Agreement in the format specified by CITY. 16.06 CalRecycle Reports. CONTRACTOR will provide reasonable assistance to CITY in preparing annual reports to CalRecycle, including but not limited to supplying required data for preparation of the reports, 16.06.1 In the event that CalRecycle requires CITY to submit an Implementation Schedule to comply with AB 341, AB 1826, SB 1383 and other Applicable Laws, CONTRACTOR will provide reasonable assistance to CITY in preparing a report, including CONTRACTOR's policies and procedures related to compliance with AB 341, AB 1826, SB 1383, and other Applicable Laws and how recycling or organics are collected, a description of the geographic area, routes, list of addresses served and a method for tracking contamination, copies of route audits, copies of notice of contamination, copies of notices, violations, education and enforcement actions issued, and copies of educational materials, flyers, brochures, newsletters, website, and social media. 16.07 Additional Reporting. CONTRACTOR must furnish CITY with any additional reports as may reasonably be required, such reports to be prepared within a reasonable time following the reporting period. ARTICLE 17. Nondiscrimination 17.01 Nondiscrimination. In the performance of all work and services under this Agreement, CONTRACTOR may not discriminate against any person on the basis of such person's race, color, sex (including pregnancy, childbirth, and related medical conditions), age, ancestry, national origin, religion, marital status, or sexual orientation, gender identify and gender expression, disability (physical and mental), medical conditions, AIDS/HIV, citizenship status and genetic information, military or veteran status, political affiliations or activities, and status as a victim of domestic violence, assault or stalking. CONTRACTOR must comply with all applicable local, state and federal laws and regulations regarding nondiscrimination, including those prohibiting discrimination in employment. ARTICLE 18. Service Inquiries and Complaints 18.01 CONTRACTOR's Customer Service. All service inquiries and complaints from Service Recipients will be directed to CONTRACTOR. A representative of CONTRACTOR must be available to receive the complaints during normal business hours. All service complaints will be handled Page 73 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 by CONTRACTOR in a prompt and efficient manner. In the case of a dispute between CONTRACTOR and a Service Recipient, the matter will be reviewed, and a decision made by the Agreement Administrator. 18.01.1 CONTRACTOR will utilize the Customer Service Log to maintain a record of all inquiries and complaints in a manner prescribed by CITY. CONTRACTOR must maintain a record of all inquiries and complaints for a minimum of three (3) years, available upon CITY request. 18.01.2 For those complaints related to missed Collections, where Containers are properly and timely set out, that are received by 12:00 noon on a Work Day, CONTRACTOR will return to the Service Unit address and Collect the missed materials before leaving the Service Area for the day. For those complaints related to missed Collections that are received after 12:00 noon on a Work Day, CONTRACTOR will have until the end of the following Work Day to resolve the complaint. For those complaints related to repair or replacement of Carts or Bins, the appropriate Sections of this Agreement will apply. 18.01.3 CONTRACTOR agrees that it is in the best interest of CITY that all Solid Waste be Collected on the scheduled Collection day. Accordingly, missed Collections will normally be Collected as set forth above regardless of the reason that the Collection was missed. However, in the event a Service Recipient requests missed Collection service more than two (2) times in any consecutive two (2) month period the Agreement Administrator will work with CONTRACTOR to determine an appropriate resolution to that situation. In the event CONTRACTOR believes any complaint to be without merit, CONTRACTOR will notify the Agreement Administrator, either by fax or e-mail. The Agreement Administrator will investigate all disputed complaints and render a decision. 18.01.4 CONTRACTOR's service and emergency telephone numbers must be accessible by a local (CITY) phone number. The telephone number(s) must be listed in the area's telephone directories under CONTRACTOR's name in the White Pages and Yellow Pages. ARTICLE 19. Quality of Performance of Contractor 19.01 Intent. CONTRACTOR acknowledges and agrees that one of CITY's primary goals in entering into this Agreement is to ensure that the Collection Services are of the highest caliber, that Service Recipient satisfaction remains at the highest level, that maximum diversion levels are achieved, and that materials Collected are put to the highest and best use to the extent possible. 19.02 Service Supervisor. CONTRACTOR must assign a qualified supervisor to be in charge of the Collection Service within the Service Area and must provide the contact name of that person in writing to the Agreement Administrator within thirty (30) days of the execution of this Agreement, and annually by July 15t of each subsequent Calendar Year of the term of this Agreement, and any other time the person in that position changes. The supervisor must be physically located in the Service Area and available to the Agreement Administrator through the use of telecommunication equipment at all times that CONTRACTOR is providing Collection Services. In the event the supervisor is unavailable due to illness or vacation, CONTRACTOR must designate an acceptable substitute who will be available and who has the authority to act in the same capacity as the supervisor. Page 74 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 19.03 CONTRACTOR Representative. CONTRACTOR must designate a Representative (CONTRACTOR's Representative) and must provide the name of that person in writing to CITY within thirty (30) days of the execution of this Agreement and annually by July 181 of each subsequent Calendar Year of this Agreement and any other time the person in that position changes. The CONTRACTOR's Representative must be available to the CITY through the use of telecommunications equipment at all times that CONTRACTOR is providing Collection Services in the Service Area. The CONTRACTOR's Representative must provide CITY with an emergency phone number where the CONTRACTOR's Representative can be reached outside of normal business hours. 19.04 Administrative Charges; Liquidated Damages. Should CONTRACTOR be in material breach of the requirements set forth in this Agreement, it is mutually understood and agreed that the public will necessarily suffer damages and that such damages, from the nature of the default in performance will be extremely difficult to value and impractical to fix. CITY finds, and the CONTRACTOR agrees, that as of the time of the execution of this Agreement, it is impractical, if not impossible, to reasonably ascertain the extent of damages or the costs related thereto which will be incurred by CITY as a result of a material breach by CONTRACTOR of its obligations under this Agreement. The factors relating to the impracticability of ascertaining damages include, but are not limited to, the fact that: (i) substantial damage results to members of the public who are denied services or denied quality or reliable service; (ii) such breaches cause inconvenience, anxiety, frustration and deprivation of the benefits of this Agreement to individual members of the general public for whose benefit this Agreement exists, in subjective ways and in varying degrees of intensity which are incapable of measurement in precise monetary terms; (iii) services might be available at substantially lower costs than alternative services, and the monetary loss resulting from denial of services or denial of quality or reliable services is impossible to calculate in precise monetary terms; and (iv) the termination of this Agreement for such breaches, and other remedies are, at best, a means of future correction and not remedies which make the public whole for past breaches. ADMINISTRATIVE Charges Item Amount if Not Cured If Cured in 15 in 30 Days Days a. Failure to respond to each complaint within three (3) $100 per day per incident per Service Work Days of receipt of complaint. Recipient. b. Failure to maintain call center hours as required by this $100 per day. -0- Agreement. C. Failure to submit to CITY all reports by the deadlines $100 per day. -0- required under the provisions of this Agreement. d. Failure to submit to CITY all payments by the deadlines $500 per day. -0- required under the provisions of this Agreement. Page 75 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 ADMINISTRATIVE Charges Item Amount if Not Cured If Cured in 15 in 30 Days Days e. Failure to display CONTRACTOR's name and customer $100 per incident per service phone number on collection vehicles. Failure to collect a missed collection by close of the next day. $1000 per Calendar -0- f. Work Day upon notice to CONTRACTOR, that exceeds year, plus $10 per -0- twenty (20) in any Calendar Year. incident per day. g. Failure to repair or replace damaged Containers to deliver or exchange Containers within the time required $1000 per Calendar year, plus $10 per by this Agreement, that exceeds twenty (20) in any incident per day. Calendar year. h Failure to maintain collection hours as required by this $100 per day. -0- Agreement. i. Failure to have CONTRACTOR personnel in $25 per day per CONTRACTOR -provided uniforms. employee. -0- j. Failure of CONTRACTOR to follow Recyclable Materials Submit plan of and Organic Waste Contamination procedures as set -0- forth under Section 3.09. correction to CITY The following items Can Not Be Cured Item Amount (cannot be cured) k. Failure to clean up spillage or litter on public streets located within CITY caused by CONTRACTOR's $500 per incident per location and collection vehicles within two (2) hours after notice by reimbursement to CITY for cleanup. CITY to CONTRACTOR. I. Disposal of separately collected Recyclable Materials or ~ separately collected Organic Waste in the Disposal $500 per load. Facility without first obtaining the required permission of the CITY. M. Failure to deliver Garbage collected under this Agreement to the Disposal Facility, except as otherwise $5,000 each failure. expressly provided in this Agreement. n. Failure to submit a corrective action plan as set forth in The current disposal cost/ton for each Section 5.01.2. ton under the diversion requirement. Page 76 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 Item ADMINISTRATIVE Charges Amount if Not Cured I If Cured in 15 in 30 Days I Days o. iOverweight Collection Vehicles, as set forth by SectionI $500 per day per load after CITY has 12.01.4 considered CONTRACTOR's reason for excessive overweight vehicles. 19.05 Procedure for Review of Administrative Charges. The Agreement Administrator may assess administrative charges pursuant to this Agreement on a monthly basis. At the end of each month during the term of this Agreement, the Agreement Administrator will issue a written notice to CONTRACTOR ("Notice of Assessment") of the administrative charges assessed and the basis for each assessment. 19.05.1 The assessment will become final unless, within ten (10) business days of the date of the notice of assessment, CONTRACTOR provides a written request for a meeting with the City Manager to present evidence that the assessment should not be made, or the alleged deficiency has been cured. 19.05.2 The Agreement Administrator will schedule a meeting between CONTRACTOR and the City Manager as soon as reasonably possible after timely receipt of CONTRACTOR's request. 19.05.3 The City Manager will review CONTRACTOR's evidence and render a decision sustaining or reversing the administrative charges within ten (10) business days after the meeting. Written notice of the decision will be provided to CONTRACTOR. 19.05.4 In the event CONTRACTOR does not submit a written request for a meeting within ten (10) calendar days of the date of the Notice of Assessment and the alleged deficiency is not cured, the Agreement Administrator's determination will be final. 19.05.5 CITY's assessment or collection of administrative charges will not prevent CITY from exercising any other right or remedy, including the right to terminate this Agreement, for CONTRACTOR's failure to perform the work and services in the manner set forth in this Agreement. 19.06 Acts of God and Natural Disasters. 19.06.1 If either party is prevented from or delayed in performing its duties under this Agreement by circumstances beyond its control, whether or not foreseeable, including, without limitation, acts of the State of California or the U.S. Federal government, acts of God or natural disasters, whether of the kind enumerated or otherwise, that are not reasonably within the control of the affected party, then the affected party will be excused from performance hereunder during the period of such disability Page 77 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 19.06.2 The party claiming excuse from performance must promptly notify the other party when it learns of the existence of such cause, including the facts constituting such cause, and when such cause has terminated. 19.06.3 The interruption or discontinuance of services by a party caused by circumstances outside of its control will not constitute a default under this Agreement. ARTICLE 20. Letter of Credit 20.01 Letter of Credit. Within ten (10) business days from the date the City Council approves this Agreement, CONTRACTOR must furnish to CITY, and keep current, a letter of credit, for the faithful performance of this Agreement and all obligations arising hereunder in an amount as follows: 20.01.1 From July 1, 2019 and so long as this Agreement or any extension thereof remains in force, CONTRACTOR must maintain a letter of credit in the amount of Seven Hundred Fifty - Thousand Dollars ($750,000). The letter of credit must be issued by an FDIC insured banking institution chartered to business in the state of California, in CITY's name, and be callable at the discretion of the CITY. ARTICLE 21. Insurance 21.01 Insurance Policies. CONTRACTOR shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damage to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees, or subcontractors. With respect to General Liability and Contractors Pollution Liability, coverage should be maintained for a minimum of five (5) years after contract completion. 21.02 Minimum Scope and Limit of Insurance. If the CONTRACTOR maintains broader coverage and/or higher limits than the minimums shown below in Sections 21.02.1 through 21.02.4, the CITY requires and shall be entitled to the broader coverage and/or the higher limits maintained by the CONTRACTOR. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the CITY. Insurance coverage must be at least this broad. 21.02.1 Commercial General Liability (CGL). Insurance Services Office Form CG 00 01 covering CGL on an "occurrence" basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $5,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. 21.02.2 Automobile Liability. Insurance Services Office Form Number CA 0001 covering any auto (Code 1), or if CONTRACTOR has no owned autos, hired (Code 8) and non -owned (Code 9) autos, with limit no less than $5,000,000 per accident for bodily injury and property damage. Page 78 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 21.02.3 Workers' Compensation. Insurance as required by the State of California, with Statutory Limits, and Employer's Liability Insurance with limit of no less than $3,000,000 per accident for bodily injury or disease. 21.02.4 Contractors Pollution Liabilit . Applicable to the work being performed, with a limit no less than $10,000,000 per claim or occurrence and $20,000,000 aggregate per policy period of one year. 21.03 Self -Insured Retentions. Any self-insured retentions must be declared to the Agreement Administrator. Should CITY form a reasonable belief that CONTRACTOR may be unable to pay any self-insured retentions, CONTRACTOR must procure a letter of credit issued by a state of federal guaranteeing payment of losses and related investigations, claim administration and defense expenses in an amount specified by CITY's risk manager. 21.04 Other Insurance Provisions. 21.04.1 The General Liability, Automobile Liability, and Contractors Pollution Liability, policies are to contain, or be endorsed to contain, the following provisions: 21.04.1.1 The CITY, its officers, officials, employees, and volunteers are to be covered as additional insureds with respect to liability arising out of work or operations performed by or on behalf of the CONTRACTOR including materials, parts or equipment furnished in connection with such work or operations. General liability coverage can be provided in the form of an endorsement to the CONTRACTOR's insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 forms if later revisions used). 21.04.1.2 For any claims related to this project, the CONTRACTOR's insurance coverage shall be primary insurance coverage at least as broad as ISO CG 20 01 04 13 as respects the CITY, its officers, officials, employees, agents, and volunteers. Any insurance or self- insurance maintained by the CITY, its officers, officials, employees, agents, or volunteers shall be excess of the CONTRACTOR's insurance and shall not contribute with it. 21.04.1.3 Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the CITY. 21.04.2 The Automobile Liability policy shall be endorsed to include Transportation Pollution Liability insurance, covering materials to be transported by CONTRACTOR pursuant to the Agreement. This coverage may also be provided on the Contractors Pollution Liability policy. 21.04.3 If General Liability and Contractors Pollution Liability coverages are written on a claims -made form: 21.04.3.1 The retroactive date must be shown, and must be before the date of the Agreement or the beginning of work under this Agreement. Page 79 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 21.04.3.2 Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 21.04.3.3 If coverage is canceled or non -renewed, and not replaced with another claims -made policy form with a retroactive date prior to the contract effective date, the CONTRACTOR must purchase an extended period coverage for a minimum of five (5) years after completion of contract work. 21.04.3.4 A copy of the claims reporting requirements must be submitted to the CITY for review. 21.05 Acceptability of Insurers. Insurance is to be placed with insurers authorized to conduct business in the state with a current A.M. Best rating of no less than A: VII if admitted in the State of California. 21.06 Verification of Coverage. CONTRACTOR shall furnish the CITY with original Certificates of Insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements to CITY before work begins. However, failure to obtain the required documents prior to the work beginning shall not waive the CONTRACTOR's obligation to provide them. The CITY reserves the right to review complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time, at CONTRACTOR's address indicated for receipt of notices in this Agreement. 21.07 Waiver of Subrogation. CONTRACTOR hereby grants to CITY a waiver of subrogation which any insurer may acquire against CITY, its officers, officials, employees, and volunteers, from CONTRACTOR by virtue of the payment of any loss arising from CONTRACTOR's performance. CONTRACTOR agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the CITY has received a waiver of subrogation endorsement from the insurer. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the CITY for all work performed by the CONTRACTOR, its employees, agents, and subcontractors under this Agreement. 21.08 Subcontractors. CONTRACTOR shall require and verify that all subcontractors performing work in the CITY maintain insurance meeting all the requirements stated herein, and CONTRACTOR shall ensure that CITY is an additional insured on insurance required from subcontractors. For CGL coverage subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13. 21.09 Special Risks or Circumstances. CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances. Page 80 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 ARTICLE 22. Indemnification 22.01 General Indemnification. CONTRACTOR must indemnify, defend and hold harmless CITY, CITY's contractors, and the public officials, officers, directors, employees, agents and other contractors of each of them (collectively, "CITY Indemnitees"), from and against any and all claims, costs, losses and damages (including but not limited to all fees and charges of engineers, architects, attorneys and other professionals as well as all court or other dispute resolution costs), liabilities, expenditures or causes of action of any kind (including negligent, reckless, willful or intentional acts or omissions of the CONTRACTOR, any subcontractor, any supplier, any person or organization directly or indirectly employed by any of them to perform or furnish any services or anyone for whose acts any of them may be liable), arising from, relative to or caused by the performance of the services. (collectively, "Claims") This indemnity includes but is not limited to Claims attributable to bodily injury, sickness, disease or death and to injury or destruction of tangible property. CONTRACTOR agrees, at CONTRACTOR's expense, after written notice from the CITY, to defend any action against the CITY Indemnitees that falls within the scope of this indemnity using counsel selected by CONTRACTOR and approved by CITY in its reasonable judgment. Additionally, if CONTRACTOR, after receipt of written notice from the CITY, fails to make any payment due under this Agreement to CITY, CONTRACTOR must pay any reasonable attorneys' fees or costs incurred by CITY in securing any such payment from CONTRACTOR. Payment of any amount due pursuant to the foregoing indemnity must, after receipt of written notice by CONTRACTOR from CITY that such amount is due, be made by CONTRACTOR prior to CITY being required to pay same, or in the alternative, CITY, at CITY's option, may make payment of an amount so due and CONTRACTOR must promptly reimburse CITY for the same, together with interest thereon at the rate of 12% per annum simple interest from the date of receipt by CONTRACTOR of written notice from CITY that such payment is due. 22.02 Diversion Indemnification. Subject to the requirements of Public Resources Code section 40059.1, which will control in the event of any conflict with the provisions of this Section, CONTRACTOR agrees to protect and defend CITY Indemnitees with counsel selected by CONTRACTOR and approved by CITY, to pay all attorneys' fees, and to indemnify and hold CITY Indemnitees harmless from and against all fines or penalties imposed by the California Integrated Waste Management Board if the diversion goals specified in California Public Resources Code section 41780, as it may be amended, are not met by CITY with respect to the materials Collected by CONTRACTOR and if the lack in meeting such goals are attributable to the failure of CONTRACTOR to implement and operate the recycling or diversion programs or undertake the related activities required by this Agreement. In the event CalRecycle provides an administrative process to challenge the imposition of a compliance order or a fine or fines, CONTRACTOR will be responsible for engaging any consultants or attorneys necessary to represent CITY in any challenge. CONTRACTOR will be responsible for the retention of and payment to any consultants engaged to perform waste generation studies (diversion and disposal). All consultants and attorneys engaged hereunder are subject to the mutual agreement of CITY and CONTRACTOR. 22.03 Hazardous Substances Indemnification. CONTRACTOR agrees to indemnify, defend (with counsel reasonably approved by CITY), protect and hold harmless the CITY Indemnitees from and against any and all Claims of any kind whatsoever paid, suffered or incurred by or against the CITY Indemnitees resulting from any repair, cleanup, removal action or response action undertaken pursuant to Page 81 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 CERCLA, the Health & Safety Code or other similar federal, state or local law or regulation, with respect to Solid Waste Collected and Disposed of by CONTRACTOR. The foregoing indemnity is intended to operate as an agreement pursuant to Section 107(e) of CERCLA and Section 25364 of the Health & Safety Code to defend, protect, hold harmless and indemnify the CITY Indemnitees from all forms of liability under CERCLA, the Health & Safety Code or other similar federal, state or local law or regulation. 22.04 Propositions 218 and 26 Release. CITY intends to comply with all applicable laws concerning the Maximum Service Rates provided under this Agreement. Upon thorough analysis, the parties have made a good faith determination that the Maximum Service Rates for the Solid Waste Collection Services provided under this Agreement are NOT subject to California Constitution Articles XIIIC and XIIID because, among other reasons, such services are provided by a private corporation and not by CITY pursuant to Article 4, CONTRACTOR independently establishes the rates for services within the limits established in this Agreement, the receipt of services is voluntary and not required of any property within CITY, and any owner or Service Recipient of property within CITY has the opportunity to avoid the services available under this Agreement either through self -hauling or use of property in such a manner that Solid Waste is not generated. Accordingly, CONTRACTOR agrees to hold harmless and release the CITY Indemnitees from and against any and all claims CONTRACTOR may have against the CITY Indemnitees resulting from the Maximum Service Rates provided for under this Agreement or in connection with the application of California Constitution Article XIIIC and Article XIIID to the imposition, payment or collection of the rates under this Agreement. This Section will survive the expiration or termination of this Agreement for Claims arising prior to the expiration or termination of this Agreement. 22.05 Consideration. It is specifically understood and agreed that the consideration inuring to CONTRACTOR for the execution of this Agreement consists of the promises, payments, covenants; rights and responsibilities contained in this Agreement. 22.06 Obligation. This Agreement obligates CONTRACTOR to comply with the foregoing indemnification and release provisions; however, the collateral obligation of providing insurance must also be complied with as set forth in this Agreement. 22.07 Subcontractors. CONTRACTOR must require all subcontractors performing work in the CITY to enter into an Agreement containing the provisions set forth in Section 22.01 in which Agreement the subcontractor fully indemnifies CITY in accordance with this Agreement. 22.08 Exception. Notwithstanding other provisions of this Agreement, CONTRACTOR's obligation to indemnify, hold harmless and defend CITY, its officers and employees will not extend to any loss, liability, penalty, damage, action or suit arising or resulting from acts or omissions constituting sole or active negligence, willful misconduct, material breach of this Agreement, or violation of law on the part of CITY, its officers or employees. 22.09 Damage by CONTRACTOR. If CONTRACTOR's employees or subcontractors cause any injury, damage or loss to CITY property, including but not limited to CITY streets or curbs, excluding normal wear and tear, CONTRACTOR must reimburse CITY for CITY's cost of repairing such injury, damage or loss. Such reimbursement is not in derogation of any right of CITY to be indemnified by CONTRACTOR for any such injury, damage or loss. With the prior written approval of CITY, Page 82 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 CONTRACTOR may repair the damage at CONTRACTOR's sole cost and expense. Any injury, damage or loss to private property caused by the negligent or willful acts or omissions of CONTRACTOR to private property must be repaired or replaced by CONTRACTOR at CONTRACTOR's sole expense. Disputes between CONTRACTOR and its Service Recipients or private property owners as to damage to private property are civil matters and complaints of damage will be referred to CONTRACTOR as a matter within its sole responsibility and as a matter within the scope of Section 22.01 (Indemnification). ARTICLE 23. Default of Agreement 23.01 Termination. CITY may cancel this Agreement, except as otherwise provided below in this Section, by giving CONTRACTOR thirty (30) calendar days advance written notice, to be served as provided in this Agreement, upon the happening of any one of the following events: 23.01.1 CONTRACTOR takes the benefit of any present or future insolvency statute, or makes a general assignment for the benefit of creditors, or files a voluntary petition in bankruptcy (court) or a petition or answer seeking an arrangement for its reorganization or the readjustment of its indebtedness under the Federal bankruptcy laws or under any other law or statute of the United States or any state thereof, or consent to the appointment of a receiver, trustee or liquidator of all or substantially all of its property; or 23.01.2 By order or decree of a court, CONTRACTOR is adjudged bankrupt or an order is made approving a petition filed by any of its creditors or by any of the stockholders of CONTRACTOR, seeking its reorganization or the readjustment of its indebtedness under the Federal bankruptcy laws or under any law or statute of the United States or of any state thereof, provided that if any such judgment or order is stayed or vacated within sixty (60) calendar days after the entry thereof, any notice of default will be and become null, void and of no effect; unless such stayed judgment or order is reinstated in which case, such default will be deemed immediate; or 23.01.2.1 By, or pursuant to, or under the authority of any legislative act, resolution or rule or any order or decree of any court or governmental board, agency or officer having jurisdiction, a receiver, trustee or liquidator takes possession or control of all or substantially all of the property of CONTRACTOR, and such possession or control continues in effect for a period of sixty (60) calendar days; or 23.01.3 CONTRACTOR has defaulted, by failing or refusing to pay in a timely manner the administrative charges or other monies due CITY and such default is not cured within thirty (30) calendar days of receipt of written notice by CITY to do so; or 23.01.4 CONTRACTOR has defaulted by allowing any final judgment for the payment of money owed to CITY to stand against it unsatisfied and such default is not cured within thirty (30) calendar days of receipt of written notice by CITY to do so; or 23.01.5 In the event that the monies due CITY under Section 23.01.3 above or an unsatisfied final judgment under Section 23.01.4 above is the subject of a judicial proceeding, CONTRACTOR will not be in default if the sum of money is bonded. All bonds must be in the form acceptable to the CITY Attorney; or Page 83 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 23.01.6 CONTRACTOR has defaulted, by failing or refusing to perform or observe the terms, conditions or covenants in this Agreement or any of the rules and regulations promulgated by CITY pursuant thereto or has wrongfully failed or refused to comply with the instructions of the Agreement Administrator relative thereto and such default is not cured within thirty (30) calendar days of receipt of written notice by CITY to do so, or if by reason of the nature of such default, the same cannot reasonably be remedied within thirty (30) calendar days following receipt by CONTRACTOR of written demand from CITY to do so, CONTRACTOR fails to commence the remedy of such default within such thirty (30) calendar days following such written notice or having so commenced fails thereafter to continue with diligence the curing thereof (with CONTRACTOR having the burden of proof to demonstrate (a) that the default cannot be cured within thirty (30) calendar days, and (b) that it is proceeding with diligence to cure such default, and such default will be cured within a reasonable period of time). 23.02 Violations. Notwithstanding the foregoing and as supplemental and additional means of termination of this Agreement under this Article, in the event that CONTRACTOR's record of performance shows that CONTRACTOR has defaulted in the performance of any of the covenants and conditions required herein excepting those for which CITY's remedy is to levy and collect a penalty as Administrative Charges under Article 19, to be kept and performed by CONTRACTOR three (3) or more times in any twenty-four (24) month period, and regardless of whether the CONTRACTOR has corrected each individual condition of default, CONTRACTOR will be deemed a "habitual violator", will be deemed to have waived the right to any further notice or grace period to correct, and all such defaults will be considered cumulative and collectively will constitute a condition of irredeemable default. CITY will thereupon issue CONTRACTOR a final warning citing the circumstances therefore, and any single default by CONTRACTOR of whatever nature, subsequent to the occurrence of the last of such cumulative defaults, will be ground: for immediate termination of the Agreement. In the event of any such subsequent default, CITY may terminate this Agreement upon giving of written final notice to CONTRACTOR, such cancellation to be effective upon the date specified in CITY's written notice to CONTRACTOR, and all contractual fees due hereunder plus any and all charges and interest will be payable to such date, and CONTRACTOR will have no further rights hereunder. Immediately upon the specified date in such final notice CONTRACTOR must cease any further performance under this Agreement. 23.03 Effective Date of Termination. In the event of any the events specified above, and except as otherwise provided in such subsections, termination will be effective upon the date specified in CITY's written notice to CONTRACTOR and upon such date this Agreement will be deemed immediately terminated and upon such termination all liability of CITY under this Agreement to CONTRACTOR will cease, and CITY will have the draw down on the Letter of Credit and will be free to negotiate with other contractors for the operation of interim and long-term Collection Services. CONTRACTOR must reimburse CITY for all direct and indirect costs of providing any interim Collection Services as a result of CONTRACTOR's default in this Agreement. 23.04 Immediate Termination. CITY may terminate this Agreement immediately upon written notice to CONTRACTOR in the event CONTRACTOR: (a) fails to provide and maintain Letter of Credit as required by this Agreement, (b) fails to obtain or maintain insurance policies endorsements as required by this Agreement, (c) fails to provide the proof of insurance as required by this Agreement, or (d) offers or gives any gift to a CITY official or employee prohibited by CITY's Municipal Code. Page 84 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 23.05 Termination Cumulative. CITY's right to terminate this Agreement is cumulative to any other rights and remedies provided by law or by this Agreement. 23.06 Alternative Service. Should CONTRACTOR, for any reason, except the occurrence or existence of any of the events or conditions set forth in Section 19.06 [Uncontrollable Circumstances], refuse or be unable for a period of more than forty-eight (48) hours, to Collect a material portion or all of the Solid Waste which it is obligated under this Agreement to Collect, and as a result, Solid Waste should accumulate in CITY to such an extent, in such a manner, or for such a time that the City Manager, in the reasonable exercise of the City Manager's discretion, should find that such accumulation endangers or menaces the public health, safety or welfare, then CITY will have the right to contract with another Solid Waste enterprise to Collect any or all Solid Waste which CONTRACTOR is obligated to Collect pursuant to this AGREEMENT. CITY must provide twenty-four (24) hours prior written notice to CONTRACTOR during the period of such emergency, before contracting with another Solid Waste enterprise to Collect any or all Solid Waste which CONTRACTOR would otherwise collect pursuant to this Agreement for the duration of period during which CONTRACTOR is unable to provide such services. In such event, CONTRACTOR must undertake commercially reasonable efforts to identify sources from which such substitute Solid Waste services are immediately available, and must reimburse CITY for all of its expenses for such substitute services during the period in which CONTRACTOR is unable to provide Collection services required by this Agreement. 23.07 Survival of Certain Contractor Obligation. Notwithstanding the termination of this Agreement by CONTRACTOR or CITY, CONTRACTOR's obligation to indemnify, defend and hold CITY and CITY Indemnitees harmless as provided in Article 22 shall survive termination for five (5) years from the date__ of termination. Notwithstanding the termination of this Agreement by_CONTRACTOR_or- CITY, such act shall not automatically invalidate or cancel any insurance policy, letter of credit, performance bond or similar instruments provided by CONTRACTOR under this Agreement and such policies, letters of credit, performance bonds and other instruments shall remain in full force and effect for one full year after termination. ARTICLE 24. Modifications to the Agreement 24.01 City -Directed Change. CITY has the power to make changes in this Agreement as the result of changes in law, changes in the City of Beaumont Municipal Code, or both, to impose new rules and regulations on CONTRACTOR under this Agreement relative to the scope and methods of providing Collection Services as may from time -to -time be necessary and desirable for the public welfare. CITY will give the CONTRACTOR notice of any proposed change and an opportunity to be heard concerning those matters. The scope and method of providing Collection Services as referenced herein will be liberally construed to include procedures, operations and obligations, financial or otherwise, of CONTRACTOR. When such modifications are made to this Agreement, CITY and CONTRACTOR will negotiate in good faith, a reasonable and appropriate compensation adjustment for any increase or decrease in the services or other obligations required of CONTRACTOR due to any modification in the Agreement under this Article. CITY and CONTRACTOR will not unreasonably withhold agreement to such compensation adjustment. Page 85 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 24.01.1 Change in Law. CITY and CONTRACTOR understand and agree that the California Legislature has the authority to make comprehensive changes in Solid Waste Collection legislation and that these and other changes in law in the future which mandate certain actions or programs for counties or municipalities may require changes or modifications in some of the terms, conditions or obligations under this Agreement. CONTRACTOR agrees that the terms and provisions of the City of Beaumont Municipal Code, as it now exists or as it may be amended in the future, will apply to all of the provisions of this Agreement and the Service Recipients of CONTRACTOR located within the Service Area. In the event any future change in federal law or regulations, state or local law of regulation, or the City Code materially alters the obligations of CONTRACTOR, then the affected service rates, as established in Exhibit 1 of this Agreement will be adjusted in accordance with Section 4.10. Nothing contained in this Agreement will require any party to perform any act or function contrary to law. CITY and CONTRACTOR agree to enter into good faith negotiations regarding modifications to this Agreement which may be required in order to implement changes in the interest of the public welfare or due to change in law. When such modifications are made to this Agreement, CITY and CONTRACTOR will negotiate in good faith, a reasonable and appropriate compensation adjustment for any increase or decrease in the services or other obligations required of CONTRACTOR due to any change in law or modification in the Agreement under this Article. CITY and CONTRACTOR will not unreasonably withhold agreement to such compensation adjustment. ARTICLE 25. Legal Representation 25.01 Acknowledgement. It is acknowledged that each party was, or had the opportunity to be, represented by counsel in the preparation of and contributed equally to the terms and conditions of this Agreement and, accordingly, the rule that an Agreement will be interpreted __strictl_y_against-the-party preparing the same will not apply due to the joint contributions of both parties. ARTICLE 26. Financial Interest 26.01 Representation. CONTRACTOR warrants and represents that no elected official, officer, agent or employee of CITY has a financial interest, directly or indirectly, in this Agreement or the compensation to be paid under it and, further, that no CITY employee who acts in the CITY as a "purchasing agent" as defined in the CITY's Municipal Code, nor any elected or appointed officer of CITY, nor any spouse or child of such purchasing agent, employee or elected or appointed officer, is a partner, officer, director or proprietor of the CONTRACTOR and, further, that no such CITY employee, purchasing agent, CITY elected or appointed officer, or the spouse or child of any of them, alone or in combination, has a material financial interest in CONTRACTOR or this Agreement under Applicable Law. ARTICLE 27. Contractor's Personnel 27.01 Personnel Requirements. CONTRACTOR must employ and assign qualified personnel to perform all services required under this Agreement. CONTRACTOR is responsible for ensuring that its employees comply with all Applicable Laws related to their employment and position. Page 86 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 27.01.1 CITY may request the transfer of any employee of CONTRACTOR who materially violates any provision of this Agreement, or who is wanton, negligent, or discourteous in the performance of his or her duties under this Agreement. 27.01.2 CONTRACTOR's field operations personnel are required to wear a clean uniform shirt bearing CONTRACTOR's name. CONTRACTOR's employees, who normally come into direct contact with the public, including drivers, must bear some means of individual photographic identification such as a name tag or identification card. 27.01.3 Each driver of a Collection vehicle must at all times carry a valid California driver's license and all other required licenses for the type of vehicle that is being operated. 27.01.4 Each driver of a Collection vehicle must at all times comply with all applicable state and federal laws, regulations and requirements. 27.01.5 CONTRACTOR's employees, officers, and agents may not identify themselves or in anyway represent themselves as being employees or officials of CITY. 27.01.6 CONTRACTOR's name and the Customer Service telephone number must be properly displayed on all Collection vehicles. ARTICLE 28. Exempt Waste 28.01 CONTRACTOR is not required to Collect or dispose of Exempt Waste, but may offer such services. All such Collection and -disposal of Exempt Waste is not regulated -under this -Agreement, but if provided by CONTRACTOR must be in strict compliance with all Applicable Laws. ARTICLE 29. Independent Contractor 29.01 In the performance of services pursuant to this Agreement, CONTRACTOR is an independent contractor and not an officer, agent, servant or employee of CITY. CONTRACTOR will have exclusive control of the details of the services and work performed and over all persons performing such services and work. CONTRACTOR is solely responsible for the acts and omissions of its officers, agents, employees, contractors and subcontractors, if any. Neither CONTRACTOR nor its officers, employees, agents, contractors or subcontractors will obtain any right to retirement benefits, Workers Compensation benefits, or any other benefits which accrued to CITY employees and CONTRACTOR expressly waives any claim to such benefits. 29.02 Subcontractors. CONTRACTOR will require all subcontractors performing work in the CITY to enter into an Agreement containing the provisions set forth Section 29.01 in which Agreement the subcontractor agrees that CONTRACTOR and subcontractor are independent contractors and have no other agency relationship with CITY. Page 87 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 ARTICLE 30. Laws to Govern 30.01 The law of the State of California governs the rights, obligations, duties and liabilities of CITY and CONTRACTOR under this Agreement and govern the interpretation of this Agreement. ARTICLE 31. Consent to Jurisdiction 31.01 The parties agree that any litigation between CITY and CONTRACTOR concerning or arising out of this Agreement must be filed and maintained exclusively in the Municipal or Superior Courts of Riverside County, State of California, or in the United States District Court for the Central District of California to the fullest extent permissible by law. Each party consents to service of process in any manner authorized by California law. ARTICLE 32. Assignment 32.01 No assignment of this Agreement or any right occurring under this Agreement may be made in whole or in part by CONTRACTOR without the express prior written consent of the CITY. CITY will have full discretion to approve or deny, with or without cause, any proposed or actual assignment by the CONTRACTOR. Any assignment of this Agreement made by CONTRACTOR without the express written consent of the CITY will be null and void and will be grounds for CITY to declare a default of this Agreement and immediately terminate this Agreement by giving written notice to CONTRACTOR, and upon the date of such notice Agreement will be deemed immediately terminated, and upon such termination all liability of CITY under this Agreement to CONTRACTOR will cease, and CITY will have the right to call the letter of credit and will be free to negotiate with other contractors, for the services that are the subject of this Agreement. In the event of any assignment approved by CITY, the assignee must fully assume all the liabilities of CONTRACTOR by way of an assignment and assumption agreement. Notwithstanding the above, an assignment to an affiliate of CONTRACTOR may be undertaken upon notice to CITY, but without the requirement for its approval. For purposes of this provision, "affiliate" means any person or legal entity that, directly or indirectly, controls, is controlled by, or is under common control with CONTRACTOR. 32.02 The use of a subcontractor to perform services under this Agreement will not constitute delegation of CONTRACTOR's duties provided that CONTRACTOR has received prior written authorization from the Agreement Administrator to subcontract such services and the Agreement Administrator has approved a subcontractor who will perform such services. CONTRACTOR will be responsible for directing the work of CONTRACTOR's subcontractors and any compensation due or payable to CONTRACTOR's subcontractor will be the sole responsibility of CONTRACTOR. The Agreement Administrator will have the right to require the removal of any approved subcontractor for reasonable cause. The subcontractors listed in Exhibit 5, if any, are hereby approved by the CITY. ARTICLE 33. Compliance with Laws 33.01 In the performance of this Agreement, CITY and CONTRACTOR must comply with all Applicable Laws, including without limitation the Beaumont Municipal Code. Page 88 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 33.02 CITY must provide written notice to CONTRACTOR of any planned amendment of the Beaumont Municipal Code that would substantially affect the performance of CONTRACTOR's services pursuant to this Agreement. Such notice must be provided at least thirty (30) calendar days prior to the City Council's approval of such an amendment. ARTICLE 34. Permits and Licenses 34.01 CONTRACTOR must obtain, at its own expense, all permits and licenses required by law or ordinance and maintain same in full force and effect throughout the term of this Agreement. CONTRACTOR must provide proof of such permits, licenses or approvals and must demonstrate compliance with the terms and conditions of such permits, licenses and approvals upon the request of the Agreement Administrator. ARTICLE 35. Ownership of Written Materials 35.01 CONTRACTOR hereby grants CITY a non-exclusive license as to all reports, documents, brochures, public education materials, and other written, printed, electronic or photographic materials developed by CONTRACTOR at the request of CITY or as required under this Agreement, without limitation or restrictions on the use of such materials by CITY. CONTRACTOR may not use such materials that specifically reference CITY for other purposes without the prior written consent of the Agreement Administrator. This Article 35 does not apply to ideas or concepts described in such materials and does not apply to the format of such materials. ARTICLE 36. Waiver 36.01 Waiver by CITY or CONTRACTOR of any breach for violation of any term covenant or condition of this Agreement will not be deemed to be a waiver of any other term, covenant or condition or any subsequent breach or violation of the same or of any other term, covenant or condition. The subsequent acceptance by CITY of any fee, tax, or any other monies which may become due from CONTRACTOR to CITY will not be deemed to be a waiver by CITY of any breach for violation of any term, covenant or condition of this Agreement. ARTICLE 37. Prohibition Against Gifts 37.01 CONTRACTOR represents that CONTRACTOR is familiar with CITY's prohibition against the acceptance of any gift by a CITY officer or designated employee. CONTRACTOR may not offer any CITY officer or designated employee any gifts prohibited by the CITY. ARTICLE 38. Point of Contact 38.01 The day-to-day dealings between CONTRACTOR and CITY will be between CONTRACTOR Representative and the Agreement Administrator. Page 89 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 ARTICLE 39. Notices 39.01 Except as provided in this Agreement, whenever either party desires to give notice to the other, it must be given by written notice addressed to the party for whom it is intended, at the place last specified and to the place for giving of notice in compliance with the provisions of this Section. For the present, the parties designate the following as the respective persons and places for giving of notice: As to the CITY: Agreement Administrator City of Beaumont 550 E. Sixth St. Beaumont, CA 92223 Telephone: (951) 769-8520 As to the CONTRACTOR: USA Waste of California, Inc. Attn: District Manager 17700 Indian Street Moreno Valley, CA 92551 Telephone: (951) 601-6617 With copy to: Waste Management Southern California Market Area 9081 Tujunga Avenue Sun Valley, California 91352 Attn: Legal Counsel Telephone: (818) 252-3115 39.02 Notices will be effective when received at the address as specified above. Changes in the respective address to which such notice is to be directed may be made by written notice. Facsimile or e-mail transmission is acceptable notice, effective when received, however, facsimile transmissions received (i.e. printed) or mail transmissions received after 4:30 p.m. or on weekends or holidays, will be deemed received on the next business day. The original of items that are transmitted by facsimile equipment or by email must also be mailed as required herein. 39.03 Notice by CITY to CONTRACTOR of a Collection or other Service Recipient problem or complaint may be given to CONTRACTOR orally by telephone at CONTRACTOR's local office with confirmation sent to CONTRACTOR through the Customer Service System by the end of the Work Day. ARTICLE 40. Transition to Next Contractor 40.01 In the event CONTRACTOR is not awarded a new Agreement to continue to provide Collection Services following the expiration or early termination of this Agreement, CONTRACTOR will cooperate fully with CITY and any subsequent contractors to assure a smooth transition of services described in this Agreement. Such cooperation will include but not be limited to transfer of computer data, files and tapes; providing routing information, route maps, vehicle fleet information, and list of Page 90 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 Service Recipients; providing a complete inventory of all Carts, Bins and Roll -Off Containers; providing adequate labor and equipment to complete performance of all Collection Services required under this Agreement; taking reasonable actions necessary to transfer ownership of Carts, Bins and Roll -Off Containers, as appropriate, to CITY; including transporting such containers to a location designated by the Agreement Administrator; coordinating Collection of materials set out in new containers if new containers are provided for a subsequent Agreements and providing other reports and data required by this Agreement. ARTICLE 41. Contractor's Records 41.01 CONTRACTOR must maintain any and all letters, books of account, invoices, vouchers, canceled checks, and other records or documents described in Article 16 for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. 41.02 CONTRACTOR must maintain all documents and records which demonstrate performance under this Agreement for a minimum period of three (3) years, or for any longer period required by law, from the date of termination or completion of this Agreement. 41.03 Any records or documents required to be maintained pursuant to this Agreement must be made available for inspection or audit, at any time during regular business hours, upon written request by the Agreement Administrator, the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Unless an alternative site is mutually agreed upon, the records will be available at CONTRACTOR's address indicated for receipt of notices in this Agreement. 41.03.1 CONTRACTOR acknowledges that CITY is legally obligated to comply with the California Public Records Act ("CPRA" ). CITY acknowledges that CONTRACTOR may consider certain records, reports, or information contained therein, ("Records") which CONTRACTOR is required to provide to CITY under this AGREEMENT, to be of a proprietary or confidential nature. In such instances, CONTRACTOR will inform CITY in writing of which records are considered propriety or confidential and shall identify the statutory exceptions to disclosure provided under the CPRA that legally permit non- disclosure of the Records. At such time as CITY receives a request for records under the CPRA or Federal Freedom of Information Act ("FOIA") or a subpoena or other court order requesting disclosure of the Records, CITY will notify CONTRACTOR of the request, subpoena or order and of CITY's obligation and intent to provide a response within ten (10) calendar days. CONTRACTOR shall within five (5) calendar days either: (i) consent in writing to the disclosure of the Records; (ii) demand that CITY assert the CONTRACTOR identified exceptions to disclosure under the CPRA and agree in writing to indemnify, defend and hold CITY harmless from any litigation, orders or judgments arising from the non -disclosure; or (iii) seek and obtain, at CONTRACTOR's sole cost and expense, the order of a court of competent jurisdiction staying or enjoining the disclosure of the Records. If CONTRACTOR fails to timely respond, then CITY may proceed to disclosure the Records in which event CONTRACTOR agrees waives and releases CITY of any liability for the disclosure of the Records. 41.04 Where CITY has reason to believe that such Records or documents may be lost or discarded due to the dissolution, disbandment or termination of CONTRACTOR's business, CITY may, by Page 91 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 written request or demand of any of the above named officers, require that custody of the Records be given to CITY and that the Records and documents be maintained in City Hall. Access to such Records and documents will be granted to any party authorized by CONTRACTOR, CONTRACTOR's representatives, or CONTRACTOR's successor -in -interest. ARTICLE 42. Entire Agreement 42.01 This Agreement and the attached Exhibits constitute the entire Agreement and understanding between the parties, and the Agreement will not be considered modified, altered, changed or amended in any respect unless in writing and signed by the parties. ARTICLE 43. Severability 43.01 If any provision of this Agreement or the application of it to any person or situation is to any extent held invalid or unenforceable, the remainder of this Agreement and the application of such provisions to persons or situations other than those as to which it is held invalid or unenforceable, will not be affected, will continue in full force and effect, and will be enforced to the fullest extent permitted by law. ARTICLE 44. Right to Require Performance 44.01 The failure of CITY at any time to require performance by CONTRACTOR of any provision of this Agreement will in no way affect the right of CITY thereafter to enforce same. Nor will waiver by CITY of any breach of any provision of this Agreement be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of any provision itself. ARTICLE 45. All Prior Agreements Superseded 45.01 This Agreement incorporates and includes all prior negotiations, correspondence, conversations, agreements and understandings applicable to the matters contained in this Agreement and the parties agree that there are no commitments, agreements or understandings concerning the subject matter of this Agreement that are not contained in this document. Accordingly, it is agreed that no deviation from the terms of this Agreement will be predicated upon any prior representations or agreements, whether oral or written. ARTICLE 46. Headings 46.01 Headings in this document are for convenience of reference only and are not to be considered in any interpretation of this Agreement. ARTICLE 47. Exhibits 47.01 Each Exhibit referred to in this Agreement forms an essential part of this Agreement. Each such Exhibit is a part of this Agreement and each is incorporated by this reference. Page 92 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 ARTICLE 48. Attorney's Fees 48.01 In the event that litigation is brought by a party in connection with this Agreement, the prevailing party will be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party in the exercise of any of its rights or remedies under this Agreement or the enforcement of any of the terms, conditions, or provisions of this Agreement. ARTICLE 49. Effective Date 49.01 This Agreement will become effective at such time as it is properly executed by CITY and CONTRACTOR and CONTRACTOR will begin Services under this Agreement as of July 1, 2019. ARTICLE 50. Guarantee of CONTRACTOR's Performance 50.01 Waste Management, Inc., a Delaware corporation, shall guaranty CONTRACTOR's performance of this Agreement, including any insurance obligation required under the Agreement that CONTRACTOR fulfills by means of self-insured retention. The guaranty, in substantially the form attached as Exhibit 8, will be provided within ten (10) business days of the effective date of this Agreement. Page 93 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 IN WITNESS WHEREOF, CITY and CONTRACTOR have executed this Agreement on the respective date(s) below each signature. CITY OF BEAUMONT A General Law City By: Ju ATTEST: [NAME] City Clerk APPROVED AS TO 1�9RM By: Special Co nsel E Ic S. Vail, Burke Williams & orensen, LLP RIV #4843-5984-1173 v2 By: USA WASTE OF CALIFORNIA, INC. a Delaware corporation California Area By: Pete Demolder Vice President and Assistant Secretary Page 94 of 114 Solid Waste Collection Services Agreement EXHIBIT 1 Maximum Service Rates Dated: July 1, 2019 - - ----------------- 7 A. Single-family Residential Rates (SFD) July 1, 2019 - July 1, 2021 - July 1, 2022 - July 1, 2023 - June 30, 2021 June 30, 2022* June 30, 2023* June 30, 2024* SFD Residential (includes Garbage, $24.99 $24.99 $24.99 $24.99 Recyclables, and Organics Collection) Senior SFD Residential - 35 Garbage Cart (includes Garbage, $22.49 Recyclables, and Organics Collection) i i $22.49 $22.49 $22.49 Extra Garbage Cart $7.90 $7.90 f $7.90 $7.90 Extra Recyclables Materials Cart $1.98 $1.98 $1.98 $1.98 (7+ Carts) Extra Organics Cart (2+ Carts) $3.41 $3.41 $3.41 $3.41 SFD Residential New Account Fee — J $11.19 SFD Extra Large Item Collection $20.46 Per Item, In Excess of two (2) large Item Collections per Calendar Year. Additional Sharps 1.4 QT - after 1 free kit $45.00 Each Sharps Kit after one (1) at no cost per Calendar Year. i Additional Electronic Waste Per Item $37.07 Per Item, in Excess of two (2) large. *July 1, 2021 through June 30, 2024, SFD customer rates may see a small increase to reflect changes in the County of Riverside's landfill disposal per ton rate. Page 95 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement EXHIBIT 1 Maximum Service Rates B. Commercial, MFD Rates, and Roll -off Rates July 1, 2019 - June 30, 2020 Dated: July 1, 2019 Commercial Compliance Collection Bundled Service* Cart or Bin Size/Collection Frequency 1/Week 2/Week 3/Week 4/Week 5/Week 6NVeek 1.5-CY Garbage Bin with 96 -Gal Recycle $124.85 $209.29 $293.73 Cart serviced 1 time per week 1.5-CY Garbage Bin with 96 -Gal Recycle and 64 -Gal Organics Cart serviced 1 $176.65 $261.08 $345.52 time per week** 2-CY Garbage Bin with 96 -Gal Recycle $153.00 $265.58 $378.17 Cart serviced 1 time per week $378.16 $462.60 $547.04 $429.96 $514.40 $598.83 $490.75 1 $603.33 1 $715.91 2-CY Garbage Bin with 96 -Gal Recycle and 64 -Gal Organics Cart serviced 1 i $204.79 $317.37 $429.96 $542.54 $655.13 $767.71 time per week** 3-CY Garbage Bin with 96 -Gal Recycle $193.84 $346.55 $500.70 Cart serviced 1 time per week 3-CY Garbage Bin with 96 -Gal Recycle and 64 -Gal Organics Cart serviced 1 $245.64 $398.34 $552.49 time per week** 4-CY Garbage Bin with 96 -Gal Recycle $263.86 $487.31 $710.77 Cart serviced 1 time per week 4-CY Garbage Bin with 96 -Gal Recycle i and 64 -Gal Organics Cart serviced 1 $315.65 $539.11 $762.57 time per week** Page 96 of 114 RIV #4843-5984-1173 V2 $654.13 1 $807.55 1 $960.99 $705.93 1 $859.35 $1,012.78 $934.22 $1,157.68 $1,381.13 $986.02 $1,209.47. $1,432.92 Solid Waste Collection Services Agreement Dated: July 1, 2019 EXHIBIT 1 Maximum Service Rates 6-CY Garbage Bin with 96 -Gal Recycle $343.83 $647.26 $950.69 $1,254.12 $1,557.54 $1,860.96 Cart serviced 1 time per week 6-CY Garbage Bin with 96 -Gal Recycle and 64 -Gal Organics Cart serviced 1 $395.63 $699.06 $1,002.48 $1,305.91 $1,609.33 $1,912.75 time per week" `Customers who generate 1.5 CY of Garbage or lower, may seek an exemption through the CONTRACTOR'S sustainability representative and require CITY's approval. "*Applied with implementation of Organics Collection program. Commercial Garbage Bin Collection Service (Only available if also subscribed to Recycling or Organics above the Compliance Service minimum) Bin Size/Collection Frequency 1.5-CY Bin 11Week $84.44 2/Week 3/Week 4/Week 5/Week 61Week $168.88 $253.32 $337.75 $422.19 $506.63 2-CY Bin -$112:59- $225.17 $337.76-- $45U.34 $562.92 $675.50 3-CY Bin $153.43 $306.14 $460.29 $613.72 $767.14 $920.58 4-CY Bin $223.45 $446.90 $670.36 $893.81 $1,117.27 $1,340.72 6-CY Bin $303.42 $606.85 $910.28 1 $1,213.71 $1,517.13 $1,820.55 Page 97 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 EXHIBIT 1 Maximum Service Rates I Commercial Garbage Compactor Collection Service (Must also be subscribed to Recycling or Organics above the Compliance Service minimum) Bin Size/Collection Frequency 1/Week 2/Week 3/Week 4/Week 5/Week 6/Week 2-CY Bin $152.31 $304.60 $456.91 $609.22 $761.53 $913.82 3-CY Bin $213.01 $426.02 $639.03 $852.04 $1,065.05 $1,278.06 4-CY Bin $302.90 $605.79 $908.69 $1,211.57 $1,514.47 $1,817.36 6-CY Bin $422.59 $845.18 $1,267.76 $1,690.35 $2,112.94 $2,535.18 Commercial Recycling Collection Service (Available if additional capacity is needed above the Recycling or Organics Compliance Service minimum) Cart or Bin Size/Collection Frequency 1/Week 2/Week 31Week 4/Week 5/Week 6/Week 96 Gallon Recycling Cart 2-CY Bin 3-CY Bin $40.41 $80.82 $121.23 $161.64 $202.05 N/A $92.72 $185.44 $278.16 $370.88 $463.60 $556.32 $123.64 $247.29 $370.93 $494.58 $618.22 $741.87 4-CY Bin $183.73 $367.46 $551.20 $734.93 $918.66 $1,102.39 6-CY Bin $243.84 $487.69 $731.53 $975.37 $1,219.22 $1,463.06 Commercial Organics Collection Service (Available if additional capacity is needed above the Recycling or Organics Compliance Service minimum) Cart or Bin Size/Collection Frequency 1/Week 21Week 3/Week 4/Week5/Week 6/Week 64 -Gal Cart $51.79 $103.59 $155.38 $207.18 $258.97 N/A 2-CY Bin $277.99 $555.99 $833.98 $1,111.98 $1,389.97 N/A C. Roll -off Service Temporary Container (includes 4 tons Garbage) $538.85 Per Occurrence. Permanent Container - per haul $322.65 Plus Riverside County disposal or processing costs. Page 98 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement EXHIBIT 1 Maximum Service Rates Organic Container - per haul plus per ton $660.18 processing Temporary non -Garbage haul (C&D, Inert material, cardboard load, wood, $322.65 tires, etc.) Delivery/Trip/Relocation $114.75 RIV #4843-5984-1173 v2 Dated: July 1, 2019 Per pull plus per ton processing fee. Plus facility processing fee. Per Occurrence. Page 99 of 114 Solid Waste Collection Services Agreement Dated: July 1, 2019 EXHIBIT 1 Maximum Service Rates D. Other Service Temporary 3 CY Bin (up to 7 days) $165.38 Per Occurrence, includes Riverside County disposal. Up to four (4) collections includes Riverside County disposal costs. Temporary 3CY Bin (30 days) $328.02 Commercial 96 -gallon cart $40.41 One time a week service. Commercial Large Item $21.30 Per Occurrence, includes Riverside County disposal. Commercial Extra Empty - Additional Bin $33.27 Per Bin, Per Occurrence. Commercial Extra Empty - First Bin $66.51 Per Occurrence. Recycle Contamination Fee $66.51 Per Occurrence. Recycle Contamination Surcharge $150.00 Per Occurrence; applies to habitual violators. Bin Pull Out 0 -15 Feet No Cost No Cost. Bin Pull Out 16 - 35 Feet $17.42 Per Bin, Per Month. Per Bin, Per Month. Bin Pull Out 35 - 50 Feet $26.15 Bin Pull Out Over 51 Feet $34.86 Per Bin, Per Month. Locking Container $43.57 Per Container Per Month. Restart Fee $53.10 Per Occurrence. Special Bin/Container Lid $16.95 Per Bin Per Month. Overage Fee $65.73 Per Occurrence. Commercial New Account Set Up Fee $21.63 Per Occurrence. Roll -off New Account Set Up Fee $21.63 Per Occurrence. Cart Exchange in excess of 1 per year $27.29 Per Cart Per Occurrence. Redelivery Fee Bad Debt - Commercial $129.63 Per Occurrence. Bin Exchange Fee - per Bin $60.02 Per Bin Per Occurrence. Blocked Container, Blocked or Locked Gate Fee (Haul and Call) that requires CONTRACTOR to return $33.34 Per Bin Per Occurrence. $8.34 Per Occurrence. 18.0% Of Unpaid Balance Per Occurrence. 2.5% $5.00 minimum on balances over $15.00. Replacement Key Parcel Tax Lien Interest Late Fee Page 100 of 114 RIV #4843-5984-1173 V2 Solid Waste Collection Services Agreement Dated: July 1, 2019 EXHIBIT 2 City Sponsored Events 1. Veterans Expo 2. Reading & the Arts Festival 3. Miss Beaumont Pageant 4. Cherry Festival 5. Cherry Festival Parade 6. Concerts in the Park 7. Plunge Opening 8. Freedom Festival and Fireworks 9. Community Clean Up 10. Monster Mash 11. Trunk or Treat 12. Salute to Veterans 13. Christmas Light Parade Page 101 of 114 R!V #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 EXHIBIT 3 List of City Properties 1. Beaumont Civic Center Campus Bldg A — 6th Street 2. Beaumont Civic Center Campus Bldg D — 6th Street 3. Chatigny Recreation Center — Oak Valley Parkway 4. Vehicle Maintenance Yard — California Avenue 5. Sports Park — Beaumont Avenue 6. DeForge Park — Seneca Springs Parkway 7. Seneca Springs Park — Seneca Springs Parkway 8. Rangel Park — West 4th Street 9. Three Rings Ranch Park — Brookside Lane 10. Palmer Park — Palmer Avenue 11. Trevino Park — Tukwet Canyon Parkway 12. Fallen Heroes Park — Oak View Drive 13. Mt. View Park — Sunburst Avenue 14. Wildflower Park — Tulip Circle 15. Nicklaus Park — Oak Valley Parkway 16. Grounds Maintenance Yard — West 4th St 17. Stewart Park — Maple Avenue 18. Station 66 — Maple Avenue 19. Plunge (Pool) — Maple 20. Waste Water Treatment Plant — West 4th Street 21. Police Department Substation - 8th Street Page 102 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 EXHIBIT 4 Cart and Bin Specifications 1. Cart Specifications. 1.1. Carts must be designed and manufactured with heavy plastic in accordance with standard industry specifications approved by CITY. 1.2. Carts must be constructed with material that resists deterioration from ultraviolet radiation, and be incapable of penetration by household pets or small wildlife when lids are fully closed. 1.3. Carts must include wheels and handles that accommodate ease of movement by able-bodied persons. 1.4. Carts must include lids that continuously overlap the Cart body so as to prevent the intrusion of rainwater and minimize odors. The lids would be of a design and weight so as to prevent the Cart body from tilting backward when flipping the lid open. 1.5. Carts must be capable of being lifted into the collection vehicle without damage or distortion under normal usage. 1.6. Carts must be labeled using hot stamp or labels, and at a minimum will include CONTRACTOR's name and graphics indicating what materials may and may not be placed in each Cart type. 2. Bin Specifications. 2.1. Bins must be constructed of heavy metal or heavy plastic, and must .be -watertight _ and- well painted. 2.2. Wheels, forklift slots, and other appurtenances, which are designed for movement, loading, or unloading of the container, must be maintained in good repair. 2.3. Bins must have the name and phone number of CONTRACTOR on the exterior so as to be visible when the Bin is placed for use. 2.4. Each Bin must be labeled with a listing of materials that may and may not be placed in a particular Bin type, and each Bin must include a conspicuous warning: "Not to be used for the disposal of hazardous, electronic, or universal waste." 2.5. Bid lids must be constructed of metal or heavy plastic, so as to minimize the intrusion of rainwater and minimize odors. Locking bins will be provided upon request at the rate set forth in Exhibit 1. 2.6. Bins must be capable of being lifted into the collection vehicle without damage under normal usage. Page 103 of 114 RIV #4843-5984-1173 vL Solid Waste Collection Services Agreement Dated: July 1, 2019 EXHIBIT 5 List of Approved Subcontractors 1, Street Sweeping subcontractor (to be determined, with CITY approval). 2. SoCal Landscape. Page 104 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement EXHIBIT 6 Sustainabilty Plan ONGOING PROGRAMS Dated: July 1, 2019 The following public education and outreach activities will be performed on an ongoing basis throughout the term of the contract. Annual Sustainability Plan Contractor will submit for review a comprehensive Sustainability plan. The plan will include proposed education focused on service information and recycling guidelines for both residential and commercial customers. Schedule of when education material will be disseminated throughout the year, social media post calendar, and community event participation. (1) Communication Collateral. Various forms of literature will be distributed to the community annually. The collateral will remind residents what is accepted for recycling, advise them of holiday schedules, bulky waste pickup, waste and recycling events, community events, and special waste handling topics. (2) Annual Assessment of Education & Outreach Efforts. Contractor staff will work cooperatively with the City to monitor the effectiveness of existing public education and outreach programs and to identify and develop new public education and outreach programs as might be necessary to meet diversion targets. (3) Community Events. Contractor will provide waste and recycling services, at no charge, in a continuing effort to support City programs and events and to promote recycling awareness to the public. (4) Chamber, Civic Group Presentations. Contractor will reach out to the local Chamber of Commerce and service organizations to work with these organizations to complete presentations to the business community about available services and programs, education around state mandates (AB 341, AB1826) as well as the benefits of recycling services. (5) Marketing Resources. Contractor will distribute video and images (social media education posts) geared towards residential and commercial customers annually to inform regarding special programs, recycling initiatives such as AB341 and AB1826 for city staff to incorporate in its traditional and social media platforms. (6)Social Media. WM will use its presence on social media (Facebook, Twitter and Instagram) to provide real-time information about our local operations, enhance community conversations, promote recycling and engage more directly with customers and community organizations to address their questions. Additional Contractor Education Tools (1) Local Beaumont Website. Contractor will update with new service offerings local Beaumont website to inform the public about routing, services levels, program offerings (community cleanups, bulky waste collection, sharps program, etc.) proper cart usage, recyclable materials accepted, community events and information on environmental protection that will be updated on an on-going basis. (2) Residential & Commercial Invoice Inserts. Bill inserts provide a simple and effective method to educate residents and commercial customers about service changes, recycling Page 105 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 EXHIBIT 6 Sustainabilty Plan and sustainability programs, or other important information. (3) Recycle Often Recycle Right. CONTRACTOR will use this site to educate residents and commercial businesses on important recycling topics, and to offer tools that can be used to make recycling sustainable for future generations. CONTRACTOR will use www.RORR.com to educate the community more about the changing world of recycling, industry news and trends. Outreach Material for City Facilities Communication Collateral. CONTRACTOR will make available copies of collateral material created for city staff distribution at CITY facilities for both residential and commercial customers. Page 106 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 EXHIBIT 7 Diversion Plan This Diversion Plan describes CONTRACTOR's strategic approach to increase the CITY's overall diversion rate. RESIDENTIAL SECTOR Introductory Service Guidelines (annual collection service notice) CONTRACTOR will update residential guideline kit that will be delivered to each home as part of the new contract. The service guideline will explain new programs, routing and proper cart usage (overage and contamination process and fees). The guideline will also communicate other services such as bulky item pick-ups, citywide cleanups, proper recycling services, and temporary bin services. Residential guideline will also be distributed to any new customers when a change in occupancy is noted. Programs for Waste and Recycling Diversion. The following programs will be performed on an ongoing basis throughout the term of the agreement: a. Curbside Bulky Item Pick-up. Residents receive two bulky item curbside pick-up services per year. b. Curbside Used Motor Oil Pick-up. Residents can receive up to two gallons per month of used motor oil pick-up curbside. c. Additional Residential Recycling Cart. Residents can receive one additional green waste or recycling cart at no cost in effort to continue to increase participation and diversion. d. Christmas Tree Recycling. Residents can dispose of their natural (no flocking, tinsel, decorations etc.) after two weeks commencing December 26 in effort to divert green waste. e. Additional Cardboard Curbside. Residents can leave flattened bundled secured cardboard curbside for pick-up after two weeks commencing December 26 in effort to increase recycling efforts of this material. f. Sharps Program. Residents will have opportunity to safely dispose of "sharps waste" generated at residential premises, through mail -based program. The first mail back container is free and additional containers will be available for a fee established from time to time by the CONTRACTOR. Residential Program to increase recycling and minimize contamination Residential Notices. Residential carts will be tagged if the cart is identified as contaminated, overfilled or unacceptable waste. The program highlights multiple educational opportunities (5 occurrences) before contamination penalties are incurred. Cart Tags will contain the following information: a. A listing of reasons why refuse or recyclables were left or will be left in the future. b. A listing of materials that are acceptable. c. A listing of materials that are not acceptable. d. A customer service number for contractor. e. Explanation of contamination fees. Page 107 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 EXHIBIT 7 Diversion Plan f. Household Hazardous Waste collection phone number. Additional Community Wide Program to support Diversion Efforts Community Clean-up Event. Residents can participate in two city-wide clean-up events help at Steward Park in effort to divert waste and reduce illegal dumping. Community Shredding Day. Residents can dispose of their paper documents once a year in effort to increase recycling and divert materials. This event is hosted during Earth Day month. Event will be in conjunction with community cleanup event. j -Residential Recycling Rewards Program. Annually in celebration of America Recycles Day - Contractor with work with city staff to recognize a residential customer at a council meeting for being a model citizen by Recycling Often. Recycling Right. CONTRACTOR will provide a gift basket along with a Recycling All Star Certificate. COMMERCIAL SECTOR Annual communication notice An annual communication notice will be sent to all commercial accounts providing information regarding waste and recycling services, recycling compliance support (site audits), and communication regarding overage and contamination reduction efforts to support increase recycling practices. Communication notice will also be distributed to any new commercial customer. Contractor proposes to increase diversion from Commercial sources by: (1) Customized _ Commercial Recycling Programs and Consultative Services. CONTRACTOR's Sustainability Representative (SR) serves as a business and environmental consultant to commercial customers to develop customized plans to improve recycling and waste education. In addition to completing free waste audits upon request, our SR provides a customized commercial recycling options to participating commercial customers to ensure compliance with state recycling mandates. (2) Additional efforts by Sustainability Representative. In each customer's customized commercial recycling options, CONTRACTOR's SR will make practical recommendations with consideration to space constraints, refuse collection practices and other factors. They will also evaluate the appropriate type, size and placement of recycling containers based on individual needs. (3) AB 341 Recycling Programs. CONTRACTOR will identify and report to the CITY annually on the AB 341 compliance status of each business. CONTRACTOR's SR along with City Staff will work with each non-compliant business to establish programs. (AB 341 defines "business" as any commercial entity, public entity such as a school or hospital, and multi- family dwelling of five (5) units or more.) (4) Organic Materials / AB 1826 Compliance. CONTRACTOR will identify and report to the CITY on the businesses impacted by AB 1826. CONTRACTOR's SR along with Staff will work with affected businesses to establish services that comply with the law. (5) Commercial Outreach and Engagement Messages on Invoices. CONTRACTOR will send recycling education messages in the invoices in effort to establish awareness and participation in recycling right and diverting from the landfill. (6) Key Accounts. As a part of Mandatory Commercial Recycling JAB 341) and Mandatory Page 108 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 EXHIBIT 7 Diversion Plan Commercial Organics Recycling (AB 1826) programs, City Staff in collaboration with Sustainability Representative will identify key accounts such as property managers, multi- family site managers, and major commercial and industrial properties and develop outreach efforts designed to engage greater participation in these State -mandated programs. These accounts will be representative of the top 10% waste generators in the CITY. Commercial Program to increase recycling practices and minimize contamination (1) Contamination Program. CONTRACTOR will provide educational information to commercial businesses that are contaminating their recycling streams. Program is aimed to reduce contamination in commercial services by identifying contaminated bin and placing a notice with contaminants and serving the container as trash with a charge implemented. Sustainable Representative will perform education outreach by following up with customer, site visit (if requested) and providing educational material to on site staff to improve recycling practices and minimize contamination. (2) Overage Program. CONTRACTOR will identify commercial businesses that dispose of excess material on service day. Customer will receive notification of right sizing program in effort to reduce waste and identify potential recycling diversion. If practice continues, customer will receive overage fee. (3) Commercial Recycling Rewards Program. Annually in celebration of America Recycles Day- CONTRACTOR with work with city staff to recognize a commercial customer at a council meeting for being a model business owner by Recycling Often. Recycling Right. CONTRACTOR will provide a gift basket along with a -Recycling All Star Certificate. INDUSTRIAL SECTOR CONTRACTOR will to increase diversion from the Industrial sector by: (4) AB 341 Recycling Programs. (Previously described.) (5) Organic Materials / Mandatory Commercial Organics Recycling Law. (Previously described.) (6) Construction & Demolition Waste. All New Construction Accounts have access to our Builders Direct Program. This program is tailored to meet the needs of all contractors offering DART Reporting, Representative and direct operations contact. a. Source -Separated Collection. CONTRACTOR will provide multiple containers on large job sites to enable developer/contractors to source -separate materials. Job sites with limited space might also source -separate material using containers phased to match the construction progress, i.e., rock, inerts, concrete & wood for demolition and flatwork phases, wood for framing phases, plastics & metals for plumbing, electrical & ducting phases, drywall for wall phases, carpet remnants, cardboard for HVAC, appliance and finish phases. Mixed C&D Processing,. CONTRACTOR will provide containers for mixed construction & demolition roll -off processing. Below are CONTRACTOR's diversion Year 2021 2022 2023 Page 109 of 114 RIV #4843-5984-1173 v2 :s by Date 2025 j 2026 2027 Solid Waste Collection Services Agreement Dated: July 1, 2019 EXHIBIT 7 Diversion Plan Target % 40% 40% 40% 45% 45%50% 50% j Page 110 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 EXHIBIT 8 Corporate Guaranty THIS GUARANTY ("Guaranty") is given as of the _ day of 2019, and is made with reference to the following facts and circumstances: A. USA Waste of California, Inc. ("CONTRACTOR") is a corporation organized under the laws of the State of Delaware, and is an indirect wholly-owned subsidiary of Waste Management, Inc. ("Guarantor"), a corporation organized under the laws of the State of Delaware. B. CONTRACTOR and the City of Beaumont ("CITY") have negotiated a Collection Services Agreement for the Provision of Residential and Commercial Garbage, Recyclable Materials and Organic Waste Collection Services dated as of May 7, 2019 ("Agreement"). A copy of that Agreement is attached. C. It is a requirement of the Agreement, and a condition to CITY entering into the Agreement, that Guarantor guarantee CONTRACTOR's performance of the Agreement. D. Guarantor is providing this Guaranty to induce CITY to enter into the Agreement. NOW, THEREFORE, in consideration of the foregoing, Guarantor agrees as follows: Guaranty of the Agreement. Guarantor irrevocably and unconditionally guarantees to CITY the complete and timely performance by CONTRACTOR of each and every term of the Agreement that CONTRACTOR is required to perform. If CONTRACTOR fails to perform any term of the Agreement, Guarantor will promptly -and fully perform it in -the -place-of CONTRACTOR, or cause it to be performed. Guarantor also guarantees payment to CITY of any damages, costs, or expenses that might become recoverable by CITY from CONTRACTOR due to its breach of the Agreement. Guarantor's Obli ations are Absolute. The obligations of the Guarantor under this Guaranty are continuing, unconditional, and unlimited, and, with respect to any payment obligation of CONTRACTOR under the Agreement, constitute a guarantee of payment and not of collection, and are not conditional upon the validity or enforceability of the Agreement. In any action brought against the Guarantor to enforce, or for damages for breach of, its obligations under this Guaranty, the Guarantor will be entitled to all defenses, if any, that would be available to CONTRACTOR in an action to enforce, or for damages for breach of, the Agreement (other than discharge of, or stay of proceedings to enforce, obligations under the Agreement under bankruptcy law). 3. Waivers. Guarantor has no right to terminate this Guaranty, or to be released, relieved, exonerated or discharged from its obligations under this Guaranty for any reason including, without limitation: (a) the insolvency, bankruptcy, reorganization or cessation of existence of CONTRACTOR; (b) the actual or purported rejection by a trustee in bankruptcy of the Agreement, or any limitation on any claim in bankruptcy resulting from the actual or purported termination of the Agreement; (c) any waiver with respect to any of the obligations of the Agreement guaranteed hereunder, or the impairment or suspension of any of CITY's rights or remedies against CONTRACTOR; or (d) any merger or consolidation of CONTRACTOR with any other entity, or any sale, lease, or transfer of any or all the assets of CONTRACTOR. Without limiting the generality of the foregoing, Guarantor waives the rights and benefits under California Civil Code Page 111 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 Section 2819. The Guarantor waives all benefits and defenses under California Civil Code Sections 2846, 2849, and 2850, including without limitation, the right to require CITY to (a) proceed against CONTRACTOR; (b) proceed against or exhaust any security or collateral CITY may now or later hold; or (c) pursue any other right or remedy for Guarantor's benefit. Guarantor agrees that CITY may proceed against Guarantor for the obligations guaranteed herein without taking any action against CONTRACTOR, or any other guarantor or pledgor, and without proceeding against or exhausting any security or collateral CITY may now or later hold. CITY may, in its sole discretion, exercise all rights and remedies available to it against CONTRACTOR, or any other guarantor or pledgor, without impairing CITY's rights and remedies in enforcing this Guaranty. Without limiting the generality of the foregoing, it is agreed that the occurrence of any assignment of the Agreement that does not require CITY's approval will not affect the liability of the Guarantor. Guarantor expressly waives diligence, presentment, demand for payment or performance, protest and all notices whatsoever, including, but not limited to, notices of non-payment or non- performance, notices of protest, notices of any breach or default, and notices of acceptance of this Guaranty. If all or any portion of the obligations guaranteed under this Guaranty are paid or performed, Guarantor's obligations will continue and remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from CITY as a preference, fraudulent transfer, or otherwise, irrespective of (a) any notice of revocation given by Guarantor or CONTRACTOR prior to such avoidance or recovery; and (b) payment in full of any obligations then outstanding. 4. Term. This Guaranty is not limited to any period of time, but will continue in full force and effect until all of the terms of the Agreement have been fully performed or otherwise discharged. Guarantor will remain fully -responsible under this Guaranty -without -regard to the acceptance by CITY of any performance bond or other collateral to assure the performance of CONTRACTOR's obligations under the Agreement. Guarantor will not be released from its obligations under this Guarantee so long as there is any claim by CITY against CONTRACTOR arising out of the Agreement based on CONTRACTOR's failure to perform, which failure has not been settled or discharged. No Waivers. No delay by CITY in exercising any rights under this Guaranty, nor CITY's failure to exercise those rights, will operate as a waiver of those rights. No notice to or demand on Guarantor will be a waiver of any obligation of Guarantor, or right of CITY, to take other or further action without notice or demand. No modification or waiver of any of the provisions of this Guaranty will be effective unless it is in writing and signed by CITY and by Guarantor, nor will any waiver be effective except in the specific instance or matter for which it is given. 6. Attorney's Fees. If Guarantor breaches its obligations under this Guaranty, Guarantor will pay reasonable attorney's fees, and all other reasonable costs and expenses, that are incurred by CITY in enforcing this Guaranty, or that are incurred in any action or proceeding arising out of or relating to this Guaranty, including any action instituted to determine the respective rights and obligations of the parties under this Guaranty. Governing_ Law; _Jurisdiction. This Guaranty is and will be deemed to be a contract entered into under the laws of the State of California and will be governed and construed in accordance with the laws of California without regard to its conflicts of laws rules for all purposes including, but not limited to, matters of construction, validity, and performance. Guarantor agrees that any action brought by CITY to enforce this Guaranty may be brought in any court of the State of California, and Guarantor consents to personal jurisdiction over it by those courts solely for the Page 112 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 purpose of any action brought by the CITY to enforce this Guaranty. Guarantor appoints the following person as its agent for service of: The Corporation Trust Contractor 1209 Orange Street Wilmington, DA 19801 With a copy by certified mail to: Waste Management, Inc. 1001 Fannin Street Houston, TX 77002 Attn: General Counsel GCLegal@wm.com 8. Severability. If any portion of this Guaranty is held to be invalid or unenforceable, such invalidity will not affect the remaining portions of this Guaranty, which portions are severable and will continue in full force and effect. 9. Binding on Successors. This Guaranty inures to the benefit of CITY and its successors and is binding upon Guarantor and its successors, including any transferee of substantially all of Guarantor's assets, and its shareholders in the event of Guarantor's dissolution or insolvency. 10. Authority. Guarantor represents and warrants that it has the corporate power and authority to give this Guaranty, that the execution of this Guaranty has been authorized by all necessary action under its articles of incorporation and by-laws, and that the person signing this Guaranty on its behalf has the authority to do so. 111. Notices. Notices must be given in writing, deposited in the U.S. mail, registered or certified, first class postage prepaid, addressed as follows: To City: Agreement Administrator City of Beaumont 550 E. Sixth Street Beaumont, CA 92223 with a copy to the City Attorney at the same address. To Guarantor: Waste Management, Inc. 1001 Fannin Street Houston, TX 77002 Attn: General Counsel GCLegal@wm.com IN WITNESS WHEREOF, THE FOREGOING IS EXECUTED AS OF THE DATE FIRST WRITTEN ABOVE. WASTE MANAGEMENT, INC. a Delaware corporation Page 113 of 114 RIV #4843-5984-1173 v2 Solid Waste Collection Services Agreement Dated: July 1, 2019 Title: Date: By: Title: Date: Authorized Representative Authorized Representative Page 114 of 114 RIV #4843-5984-1173 v2