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HomeMy WebLinkAbout7.1 Consent of Assignment of Amador Valley Industries, LLC to Livermore Sanitation, Inc. (a Waste Connections company) and Amended and Restated Collection Service Agreementr DUBLIN CALIFORNIA STAFF REPORT CITY COUNCIL Agenda Item 7.1 DATE: August 20, 2024 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager SU B.ECT : Consent of Assignment of Amador Valley Industries, LLC to Livermore Sanitation, Inc. (a Waste Connections company) and Amended and Restated Collection Service Agreement Prepared by: Michelle Sung, Environmental Technician EXECUTIVE SUMMARY: The City Council will consider consent of assignment of the collection services agreement with Amador Valley Industries, LLC to Livermore Sanitation, Inc. and consider a new Amended and Restated Collection Service Agreement. STAFF RECOMMENDATION: Take the following actions: 1) Adopt the Resolution Approving the Assignment of Amador Valley Industries, LLC Stock and Other Interests to Livermore Sanitation, Inc.; and 2) Authorize the City Manager to execute a consent to assignment and a new Amended and Restated Collection Service Agreement consistent with the foregoing Resolution. FINANCIAL IMPACT: No financial impacts are anticipated to the City of Dublin or rate payers because Livermore Sanitation, Inc. (LSI) has committed to honoring the terms of the Amended and Restated Collection Service Agreement between the City of Dublin and Amador Valley Industries dated September 10, 2020. LSI has also committed to implementing the programs and staffing provided for in the Fiscal Year 2022-23 rate adjustment to meet Senate Bill 1383 requirements. DESCRIPTION: Background Agreement with AVI In January 2005, the City executed a Collection Service Agreement with Amador Valley Industries, LLC (AVI) for service that began July 1, 2005 and continued to June 30, 2012. Over the next seven years, the City and AVI executed five amendments to the Agreement that included changes to Page 1 of 5 1 respective obligations, changes to services provided under the Agreement, and extensions to the term of the collection services to June 30, 2020. On June 16, 2020, the City Council adopted Resolution 68-20, approving a sixth amendment with AVI that extended the term of the Agreement until 2035, addressed capital equipment replacement needs, and started incorporating local and state requirements. The sixth amendment was subsequently turned into an Amended and Restated Agreement as authorized by Resolution 68-20. Amendment (SB 1383 Amendment) to the Restated Agreement In September 2021, Staff began negotiations with AVI for an amendment to the Restated Agreement to support the City's compliance with SB 1383, the Short -Lived Climate Pollutants Reduction Strategy, that took effect in January 2022. Implementation of SB 1383 requires additional services from AVI and increases reporting requirements to ensure compliance with the regulations. Article 27 of the Restated Agreement anticipated additional cost increases resulting from SB 1383 and provided that the City would adjust the rates to reflect these additional costs. As a result of these additional services and reporting requirements, the City and AVI met to determine the best and most cost-effective way to implement these requirements. The terms and costs for SB 1383 items were agreed to in principle when the annual rate adjustment was given to the City Council for approval on June 21, 2022 (Attachment 3). Delays related to the execution of the draft Amendment to the Restated Agreement have been related to AVI concerns over multi- family bulk pick up (since resolved with Waste Connections) and the passing of AVI's owner Bob Molinaro. The SB 1383 Amendment includes the following: • Collection Systems (SB 1383 Related) - Affirm that AVI does not have exclusive rights to organics for edible food recovery, community or backyard composting, and lawful use as animal feed; ensure all generators are subscribed to and receiving three stream service; and replace containers with SB 1383 color and label compliant containers no later than 2035. • Collection Systems (Other) - Implement a multi -family battery collection program and multi -family large item collection pilot program that would remove barriers to participation by allowing tenants, in addition to property managers, to call to request service. • Processing - Identify the facilities to which AVI sends each material stream and confirm the transfer facility process; and add incremental diversion rate targets leading to the 2025 diversion requirement. • Education - Distribute and provide educational materials, including to each multi -family tenant. • Customer Service - Ensure customer service representatives are trained in and knowledgeable of SB 1383 requirements. • Recordkeeping and Reporting - Update reporting to include data required by SB 1383 and maintain raw data using a platform/format designated by the City. • Procurement of Recovered Organic Waste Products - Identify and evaluate the use of SB- Page 2 of 5 2 1383-compliant renewable natural gas for fleet use, provide bulk mulch (in addition to the existing bulk compost requirement) to the City, and ensure both compost and mulch provided to the City are compliant with SB 1383. • Performance Standards - Implement additional standards and accountability measures, such as liquidated damages, to address instances where failure to perform compromises City compliance with SB 1383. Performance and Compensation Reviews In December of 2022, Staff engaged HF&H Consultants, LLC to initiate a performance review and a compensation review in accordance with Section 27.06 of the Restated Agreement. • Performance review: This evaluated AVI's performance during calendar year 2022 and under the unsigned SB 1383 Amendment, for which AVI began receiving increased compensation in July 2022. The review covered five key areas: customer service, education and outreach, diversion, reporting standards, and notification procedures. The review identified certain shortfalls and discrepancies in services related to public education, outreach, and reporting. For areas where noncompliance or partial compliance was documented, AVI was notified, given an opportunity to respond, and has either already remedied or attempted to remedy the issues or HF&H has provided recommendations to prevent future noncompliance. • Compensation Review: This was completed for the rate year covering July 1, 2022 to June 30, 2023. During the review, it was found that actual revenue collected during Fiscal Year 2022-23 was approximately $292,000 higher than was necessary to maintain the 90% industry standard operating margin. To account for the difference, a true -up calculation and annual rate adjustment calculation was completed, which resulted in a 0.92% rate adjustment that was approved by the City Council on June 25, 2024 (Attachment 5). The findings from the performance and compensation reviews are detailed in the performance review report which is included in the Franchise Agreement Review (Attachment 4). Sale of AVI and Assignment of Agreement On March 8, 2024, AVI notified the City of its intent to sell the company, inclusive of AVI's stocks and other interests, to Waste Connections, Inc. Following this notification, Staff engaged HF&H to perform an assignment review, in accordance with Article 35 of the Restated Agreement. The assignment review includes reviews of AVI and Waste Connections and a review of the purchase agreement between AVI and Livermore Sanitation, Inc. (LSI), a Waste Connections company that is named as the assignee of the agreement with the City. The Franchise Assignment Review (Attachment 4), evaluated the following areas: • Compliance Review: This is a review of AVI's compliance and performance under the Restated Agreement and the unsigned SB 1383 Amendment. Since the City had already engaged HF&H to perform both a performance review and a compensation review of AVI, a compliance review was well underway when the City received notice of AVI's interest in an assignment to LSI. • Assignment Term: This is a review of the proposed terms of the purchase agreement and assessment of risk to City and rate payers. Upon evaluation, HF&H determined that LSI should Page 3 of 5 3 be able to make a reasonable return on investment without creating undue risk to ratepayers. The assignment also includes the Restated Agreement and the negotiated, unexecuted SB 1383 Amendment, which have current customer rates that include increased compensation for SB 1383 compliance. The City will continue to monitor the contractual requirements and LSI's performance to ensure staffing is adequate and operational service levels are maintained. • Financial Condition: This is a review and determination of the financial health and stability of AVI and Waste Connections, including the ability to maintain ongoing operating costs without compromising performance. Calculations based on financial statements provided by AVI and Waste Connections show that LSI should be able to recover a reasonable return on investment and maintain ongoing operating costs based on potential economies of scale that may be realized when consolidating their existing LSI and future AVI operation at a single location. However, there are concerns that Waste Connections may desire to increase margins by cutting costs that could impact operational performance under the Restated Agreement. The Assignment Review includes recommendations that address this concern, including minimum staffing requirements and occupancy requirements to protect against extended vacancies or staff turnover, as well as an annual assessment of the company's overall personnel expenditures to ensure that they are at least increasing year -over -year in accordance with the Assignee's annual rate adjustment. • Experience and Qualification: This is a review of information regarding the experience, qualifications, and performance of Waste Connections. Waste Connections is a publicly traded waste management company that is headquartered in The Woodlands, Texas, and Vaughan, Ontario. Waste Connections currently provide services to approximately 50 municipalities in California including in the greater San Francisco Bay Area, and most recently completed the acquisition of LSI in December of 2022. Waste Connections has stated their intention to retain most of the existing AVI employees, with the exception of AVI leadership. The current General Manager for LSI will serve as General Manager in Dublin. Waste Connections indicated their commitment to abide by the terms of the current collective bargaining agreement for employees who are members of Teamsters Local 70. LSI employees are likewise represented by Teamsters Local 70, and Waste Connections stated they would honor existing union collective bargaining agreements when AVI and LSI shops are consolidated at the LSI facility. One notable finding during the Assignment Review is that Waste Connections has been assessed $783,585 in liquidated damages for their failure to perform across five different jurisdictions and under two separate agreements. The failures fell into four key performance areas: recurring issues with missed collections, failure to meet diversion standards, failure to perform the required outreach and education activities, and failure to meet the minimum requirements to provide technical assistance. HF&H has provided proposed recommendations in the Assignment Review to mitigate these issues. Next Steps HF&H's evaluation identified existing operational and programmatic issues specific to LSI that may be encountered if the assignment is approved as -is by the City Council, therefore Staff recommends conditioning the assignment on the incorporation of the mitigation measures identified in the Assignment Review. If the City Council approves the assignment of AVI, the City and HF&H will work with LSI to finalize a new Amended and Restated Collection Service Agreement that includes those mitigations. Once the new agreement is executed, Staff will work Page 4 of 5 4 with LSI to implement a transition plan that will include a postcard notification to residents and commercial businesses notifying them of the change. STRATEGIC PLAN INITIATIVE: None. NOTICING REQUIREMENTS/PUBLIC OUTREACH: The City Council Agenda was posted. ATTACHMENTS: 1) Resolution Approving the Assignment of Amador Valley Industries, LLC Stock and Other Interests to Livermore Sanitation, Inc. 2) Exhibit A to the Resolution - Amended and Restated Collection Service Agreement Between the City of Dublin and Amador Valley Industries, LLC 3) June 21, 2022 City Council Staff Report (without attachments) 4) Franchise Agreement Review - Amador Valley Industries, LLC 5) June 25, 2024 City Council Staff Report (without attachments) Page 5 of 5 5 RESOLUTION NO. XX — 24 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF DUBLIN APPROVING THE ASSIGNMENT OF AMADOR VALLEY INDUSTRIES, LLC STOCK AND OTHER INTERESTS TO LIVERMORE SANITATION, INC. WHEREAS, on January 12, 2005, the City of Dublin entered into a Collection Service Agreement with Amador Valley Industries, LLC (AVI); and WHEREAS, on September 10, 2020, the City and AVI executed an Amended and Restated Collection Service Agreement that consolidates the five previously negotiated amendments and extended the term of the Agreement to June 30, 2035; and WHEREAS, on March 8, 2024, AVI notified the City of its intent to sell the company to Waste Connections, Inc. (Waste Connections); and WHEREAS, Article 35 of the Amended and Restated Collection Service Agreement requires City Council approval of any assignment and reserves the right for the City to conduct an assignment review; and WHEREAS, HF&H Consultants, LLC completed an assignment review of AVI and Waste Connections and a review of the purchase agreement between AVI and Livermore Sanitation, Inc. (LSI), a Waste Connections Company; and WHEREAS, as a result of the assignment review, the City desires to remedy issues that may be encountered if the assignment is approved. NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve, pursuant to the Amended and Restated Collection Service Agreement between the City of Dublin and Amador Valley Industries, LLC dated September 10, 2020, the assignment of AVI's stock and interests to Livermore Sanitation, Inc., subject to the City Manager's negotiation and execution of a new Amended and Restated Collection Service Agreement that satisfactorily incorporates each of the recommendations from the assignment review, unless such requirements are impractical or no longer relevant, and that is otherwise substantially similar to Exhibit A. BE IT FURTHER RESOLVED that the City Manager is authorized to execute, to the extent consistent with the foregoing, a consent to the assignment and a new Amended and Restated Collection Service Agreement with LSI consistent with the foregoing. {Signatures on the following page} Reso. No. XX-24, Item X.X, Adopted XX/XX/2024 Page 1 of 2 6 PASSED, APPROVED AND ADOPTED this 20th day of August 2024, by the following vote: AYES: NOES: ABSENT: ABSTAIN: Mayor ATTEST: City Clerk Reso. No. XX-24, Item X.X, Adopted XX/XX/2024 Page 2 of 2 7 Attachment 2 AMENDED AND RESTATED COLLECTION SERVICE AGREEMENT BETWEEN THE CITY OF DUBLIN AND AMADOR VALLEY INDUSTRIES, LLC JANUARY 26, 2024 DRAFT 8 This page intentionally left blank 9 TABLE OF CONTENTS ARTICLE 1. DEFINITIONS ARTICLE 2. TERM OF AGREEMENT ARTICLE 3. SERVICES PROVIDED BY THE CONTRACTOR ARTICLE 4. ARTICLE 5. ARTICLE 6. ARTICLE 7. ARTICLE 8. ARTICLE 9. ARTICLE 10. COMMERCIAL COLLECTION SERVICES ARTICLE 11. CITY COLLECTION SERVICES ARTICLE 12. COLLECTION ROUTES ARTICLE 13. INTENTIONALLY BLANK ARTICLE 14. COLLECTION EQUIPMENT ARTICLE 15. CONTRACTOR'S OFFICE ARTICLE 16. OTHER SERVICES ARTICLE 17. EMERGENCY SERVICE PROVISIONS ARTICLE 18. RECORD KEEPING AND REPORTING REQUIREMENTS ARTICLE 19. NONDISCRIMINATION ARTICLE 20. WORKER RETENTION ARTICLE 21. SERVICE INQUIRIES AND COMPLAINTS ARTICLE 22. QUALITY OF PERFORMANCE OF CONTRACTOR ARTICLE 23. PERFORMANCE BOND ARTICLE 24. INSURANCE ARTICLE 25. INDEMNIFICATION ARTICLE 26. DEFAULT OF CONTRACT 3 18 18 SERVICE BILLING AND COLLECTION 29 COMPENSATION AND RATES 32 DIVERSION REQUIREMENTS 41 SERVICE UNITS 42 SFD COLLECTION SERVICES 43 MFD COLLECTION SERVICES 44 45 47 48 48 48 53 54 58 59 62 62 62 63 68 69 71 72 76 78 78 79 79 79 ARTICLE 27. MODIFICATIONS TO THE AGREEMENT ARTICLE 28. LEGAL REPRESENTATION ARTICLE 29. FINANCIAL INTEREST ARTICLE 30. CONTRACTOR'S PERSONNEL ARTICLE 31. EXEMPT WASTE ARTICLE 32. INDEPENDENT CONTRACTOR January 26, 2024 Page i DRAFT Franchise Agreement 10 ARTICLE 33. LAWS TO GOVERN 80 ARTICLE 34. CONSENT TO JURISDICTION 80 ARTICLE 35. ASSIGNMENT 80 ARTICLE 36. COMPLIANCE WITH LAWS 81 ARTICLE 37. PERMITS AND LICENSES 81 ARTICLE 38. OWNERSHIP OF WRITTEN MATERIALS 81 ARTICLE 39. WAIVER 82 ARTICLE 40. PROHIBITION AGAINST GIFTS 82 ARTICLE 41. POINT OF CONTACT 82 ARTICLE 42. NOTICES 82 ARTICLE 43. TRANSITION TO NEXT CONTRACTOR 83 ARTICLE 44. CONTRACTOR'S RECORDS 83 ARTICLE 45. ENTIRE AGREEMENT 84 ARTICLE 46. SEVERABILITY 84 ARTICLE 47. RIGHT TO REQUIRE PERFORMANCE 84 ARTICLE 48. ALL PRIOR AGREEMENTS SUPERSEDED, INTENT TO RESTATE AGREEMENT 84 ARTICLE 49. HEADINGS 85 ARTICLE 50. EXHIBITS 85 ARTICLE 51. EFFECTIVE DATE 85 ARTICLE 52. C&D DEBRIS COLLECTION SERVICES 85 January 26, 2024 Page ii DRAFT Franchise Agreement 11 EXHIBITS Exhibit A: Initial Service Rates Exhibit B: Direct Services B1: Single -Family Residential Services B2: Multi -Family Residential Services B3: Commercial Services B4: City Services B5: City -Sponsored Events List B6: C&D Collection Services Exhibit C: Contractor's Cost and Compensation Cl: Contractor's Cost Proposal C2: Contractor's Compensation and Rates C3: Compensation Adjustment Model Exhibit D: Reporting Requirements Exhibit E: Contractor's Transfer Operations Exhibit F: List of Subcontractors Exhibit G: List of Approved Facilities Exhibit H: MFD Large Item Collection Services Pilot Program Exhibit I: AVI Public Education Plan January 26, 2024 Page iii DRAFT Franchise Agreement 12 AMENDED AND RESTATED COLLECTION SERVICE AGREEMENT BETWEEN THE CITY OF DUBLIN AND AMADOR VALLEY INDUSTRIES, LLC This Amended and Restated Collection Service Agreement is made and entered into this , 2024, by and between the City of Dublin, a municipal corporation of the State of California, hereinafter referred to as "CITY", and Amador Valley Industries, LLC, aCalifornia limited liability company, hereinafter referred to as "CONTRACTOR" (collectively the "PARTIES"). RECITALS WHEREAS, the Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989 (AB 939) and subsequent additions and amendments (codified at California Public Resources Code Section 40000 et seq.), has declared that it is in the public interest to authorize and require local agencies to make adequate provisions for Solid Waste Collection within their jurisdiction; and WHEREAS, the State of California has found and declared that the amount of Solid Waste generated in California, coupled with diminishing landfill space and potential adverse environmental impacts from landfilling and the need to conserve natural resources, have created an urgent need for State and local agencies to enact and implement an aggressive integrated waste management program. The State has, through enactment of the AB 939 and subsequent legislation including, but not limited to: the Jobs and Recycling Act of 2011 (AB 341), the Event and Venue Recycling Act of 2004 (AB 2176), SB 1016 (Chapter 343, Statutes of 2008), the Mandatory Commercial Organics Recycling Act of 24 2014 (AB 1826), and the Short -Lived Climate Pollutants Bill of 2016 (SB 1383), directed the responsible State agency, and all local agencies, to promote Disposal site Diversion and to maximize the use of feasible Solid Waste reduction, re -use, Recycling, and Composting options in order to reduce the amount of Solid Waste that must be Disposed of in Disposal sites; and WHEREAS, SB 1383 establishes regulatory requirements for jurisdictions, generators, haulers, Solid Waste facilities, and other entities to support achievement of State-wide Organic Waste Disposal reduction targets; and WHEREAS, SB 1383 requires the CITY to implement Collection programs, meet Processing Facility requirements, conduct contamination monitoring, provide education, maintain records, submit reports, monitor compliance, conduct enforcement, and fulfill other requirements; and WHEREAS, the CITY has chosen to delegate some of its SB 1383 responsibilities to the CONTRACTOR, acting as the CITY'S designee in order to ensure CITY compliance with SB 1383, which necessitates updating Collection Services and programs, as consolidated and reflected through this Amended and Restated Collection Service Agreement; and WHEREAS, the CITY finds that the voters of Alameda County, through the Alameda County Source Reduction and Recycling Plan required by the Waste Reduction and Recycling Act of 1990 (Measure D), have adopted a policy goal to reduce the total quantity of Solid Waste landfilled in Alameda County by Diverting seventy five percent (75%) of the materials generated in Alameda County from landfills by 2010; and January 26, 2024 Page 1 of 86 DRAFT Franchise Agreement 13 WHEREAS, in 2010, the Alameda County Source Reduction and Recycling Board ("StopWaste") adopted a Strategic Plan including a new waste Diversion goal: by 2020, less than 10 percent of what winds up in Alameda County's landfills will be readily Recyclable or Compostable; and WHEREAS, under Chapter 5.32.130 of the CITY'S Municipal Code, the CITY has the authority to issue an exclusive franchise to a CONTRACTOR to provide for the Collection of Solid Waste and Organic Materials; and WHEREAS, pursuant to California Public Resources Code Section 40059(a) as may be amended from time to time, the CITY has determined that the public health, safety, and well-being require that an exclusive right be awarded to a qualified CONTRACTOR to provide for the Collection of Solid Waste, Recyclable Materials, and Organic Materials, except for Collection of materials excluded in the CITY Municipal Code, and other Services related to meeting the CITY'S Diversion goals and other economic and environmental goals and requirements; and WHEREAS, the CITY further declares its intent to regulate CONTRACTOR'S compensation and set the rates CONTRACTOR will charge customers for the Collection, Transportation, Processing, Recycling, Composting, and/or Disposal of Solid Waste, Recyclable Materials, Organic Materials; and WHEREAS, the City Council has determined through a competitive procurement process for Collection Services that CONTRACTOR, by demonstrated experience, reputation and capacity, is qualified to provide for the Collection of Solid Waste, Recyclable Materials. and Organic Materials within the corporate limits of the CITY, the Transportation of such material to appropriate places for Processing, Recycling, Composting and/or Disposal; and City Council desires that CONTRACTOR be engaged to perform such Services on the basis set forth in this Agreement; and WHEREAS, the CONTRACTOR, through its proposal to the CITY, has proposed and represented that it has the ability and capacity to provide for the Collection of Solid Waste, Recyclable Materials, and Organic Materials within the corporate limits of the CITY; the Transportation of such material to appropriate places for Processing, Recycling, Composting and/or Disposal; and the Processing of materials; and WHEREAS, on January 12, 2005, the PARTIES executed a Collection Service Agreement, satisfactory to both PARTIES, setting forth the respective rights and obligations of the parties with respect to the Collection of Solid Waste, Recyclable Materials and Organic Materials and granting CONTRACTOR an exclusive right to provide Collection Services within the Service Area; and WHEREAS, on June 20, 2006, the PARTIES executed a First Amendment to the Collection Service Agreement in order to modify certain provisions in Exhibit 2 of the Collection Service Agreement relating to the Compensation Adjustment Model; and WHEREAS, on June 17, 2008, the PARTIES executed a Second Amendment to the Collection Service Agreement in order to provide for: compensation to CONTRACTOR for the Collection of Recyclable Materials produced by Commercial Service Units; to modify CONTRACTOR'S obligation to provide Large Item Collection Service to City Service Units; to require CONTRACTOR to perform a minimum of two waste audits per day; to require CONTRACTOR to increase its Commercial and MFD outreach and education programs and to perform at least twelve campaigns each Agreement Year; and to require CONTRACTOR to submit an annual Diversion plan for approval by the CITY each Agreement Year; and WHEREAS, on June 23, 2009, the PARTIES executed a Third Amendment to the Collection Service January 26, 2024 Page 2 of 86 DRAFT Franchise Agreement 14 Agreement in order to modify certain indices used to calculate the Refuse Rate Index (RRI), relating to the Compensation Adjustment Model; and WHEREAS, on June 1, 2010, the PARTIES executed a Fourth Amendment to the Collection Service Agreement in order to modify certain indices used to calculate the RRI Factor as listed in Exhibit 2, pages 78 and 79; to increase the RRI factor cap from 5% to 10%; to modify the Annual Growth Factor (AG Factor), Annual Tonnage Growth Factor (ATG), and RRI Factor to clarify that negative values are not to be included in the compensation adjustment model; to clarify that all CITY facilities receive free City Collection Services; to modify the definition of Calculated Revenue to include commercial Recycling Bins; and to extend the Term of the Collection Service Agreement; and WHEREAS, on July 1, 2012, the PARTIES executed a Fifth Amendment to the Collection Service Agreement in order to modify to reflect the CONTRACTOR'S offer of making a continuing community benefit payment to an organization selected by the CITY as a means of contributing to the community it serves; to incorporate Construction and Demolition Debris Collection Services; to reduce the cost of Collection Services for the Dublin Unified School District; and to bundle 50% of the cost of Commercial Organics Collection Services and 100% of the cost of Dublin Unified School District Organics Collection Services within the Solid Waste rate structure; and WHEREAS, on June 16, 2020, the PARTIES executed a Sixth Amendment to the Collection Service Agreement to provide for expanded Services; and to make various other changes to the Collection Service Agreement; and WHEREAS, On September 10, 2020 the PARTIES executed an Amended and Restated Collection Service Agreement to consolidate the changes made to the Collection Service Agreement in the First through Sixth Amendments; and WHEREAS; this Amended and Restated Collection Service Agreement has been developed to consolidate necessary changes initiated by the CITY'S aforementioned delegation of SB 1383 requirements to the CONTRACTOR and other terms agreed upon by the PARTIES; and WHEREAS, this Amended and Restated Collection Service Agreement has been developed by and is satisfactory to the CITY and the CONTRACTOR. NOW, THEREFORE, in consideration of the mutual covenants, conditions and consideration contained herein, the CITY and CONTRACTOR hereby agree as hereinafter set forth: ARTICLE 1. DEFINITIONS For the purpose of this Amended and Restated Collection Service Agreement, hereinafter referred to as "Agreement," the definitions contained in this Article shall apply unless otherwise specifically stated. If a word or phrase is not defined in this Article, the definition of such word or phrase as contained in Chapter 5.32 of the CITY Municipal Code shall control. When not inconsistent 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 words referring to gender shall include and may be extended to all genders. 1.01 AB 341. The California Jobs and Recycling Act of 2011 (Chapter 476, Statues of 2011 [Chesbro, AB 341]), also commonly referred to as "AB 341", as amended, supplemented, superseded, and replaced from time to time. January 26, 2024 Page 3 of 86 DRAFT Franchise Agreement 15 1.02 AB 881. An act to amend Section 41821.5 of, and to add Section 41781.4 to, the Public Resources Code, relating to the regulation of mixed plastic waste exports and Diversion under AB 939, as authored by Assembly Member Lorena Gonzalez and chaptered on October 5, 2021; as amended, supplemented, superseded, and replaced from time to time. 1.03 AB 939. The California Integrated Waste Management Act (California Public Resources Code Sections 40000 et al.), as amended from time to time. 1.04 AB 1826. The Organic Waste Recycling Act of 2014 (Chapter 727, Statutes of 2014 modifying Division 30 of the California Public Resources Code), also commonly referred to as "AB 1826," as amended, supplemented, superseded, and replaced from time to time. 1.05 Affiliate. Any Person that is directly or indirectly related to CONTRACTOR by virtue of direct or indirect ownership interest or common management. Any such Person shall be deemed to be "Affiliated with" CONTRACTOR and included within the term "Affiliates" as used herein. An Affiliate shall include: (i) a Person in which CONTRACTOR has a direct or indirect ownership interest, (ii) a Person which has a direct or indirect ownership interest in CONTRACTOR, and/or (iii) a Person which is also owned, controlled, or managed by any Person which has a direct or indirect ownership interest in CONTRACTOR. For the purposes of this definition, "ownership" means ownership as defined in the constructive ownership provisions of Section 318(a) of the Internal Revenue Code of 1986, as in effect on the date here For purposes of determining ownership under this paragraph and constructive or indirect ownership under Section 318(a), ownership interests of less than fifty percent (50%) shall be disregarded and percentage interests shall be determined on the basis of the percentage of voting interest or value which the ownership interest represents. 1.06 Agreement. The written document and all amendments thereto, between the CITY and the CONTRACTOR, governing the provision of Collection Services as provided herein. 1.07 Agreement Year. Each twelve (12) month period from July 1 to June 30. 1.08 Alternative Daily Cover (ADC). Disposal Facility cover material, other than Regulated Organic Waste and at least six (6) inches of earthen material, placed on the surface of the active face of the refuse fill area at the end of each operating day to control vectors, fires, odor, blowing litter and scavenging, as defined in Section 20164 of the California Code of Regulations; or, as otherwise defined by Section 20690 of Title 27 of the California Code of Regulations. 1.09 Alternative Intermediate Cover (AIC). Alternative Intermediate Cover has the same meaning as in Section 20700 of Title 27 of the California Code of Regulations. 1.10 Applicable Law. All Federal, State, County, and local laws, regulations, rules, orders, judgments, degrees, permits, approvals, or other requirement of any governmental agency having jurisdiction over the Collection, Transportation, and Processing of Recyclable Materials, Regulated Organic Waste, and Solid Waste that are in force on the Effective Date of this Agreement and as may be enacted, issued or amended during the Term of this Agreement. Applicable Law includes, but is in no way limited to, AB 939, AB 341, AB 1826, and SB 1383. 1.11 Approved Facility. An Approved Textile Facility, Disposal Facility, Green Waste Processing Facility, Material Recovery Facility, Recyclable Materials Processing Facility, and/or Organic January 26, 2024 Page 4 of 86 DRAFT Franchise Agreement 16 Waste Processing Facility that is approved for use by the CONTRACTOR for Services under this Agreement, as identified in Exhibit G. 1.12 Approved Textile Facility. The Recycle for Change Facility located at 1081 Essex Avenue, Richmond, CA 94801 or other facility specifically approved by the CITY for the reuse, or Processing of Textiles. 1.13 Bin. A metal or plastic Container, with a capacity of one (1) cubic yard up to and including eight (8) cubic yards, designed or intended to be mechanically dumped into aloader packer type Collection truck, that is approved for such purpose by the CITY. Binsmay also include Compactors that are owned by the MFD or Commercial Service Unit where the MFD or Commercial Collection Service occurs. 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 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, pathologicalspecimens, hypodermic needles, sharps, contaminated clothing and surgical gloves. 1.15 Brown Goods. Electronic equipment such as stereos, televisions, VCR's, PDA's,telephones, and other similar items not containing cathode ray tubes (CRTs). 1.16 Business Service Unit. All retail, professional, wholesale and industrial facilities,and other commercial enterprises offering goods or services to the public. 1.17 California Code of Regulations (CCR). The State of California Code of Regulations. CCR references in this Agreement are preceded with a number that refers to the relevant Title of the CCR (e.g., "14 CCR" refers to Title 14 of CCR). 1.18 CalRecycle. California Department of Resources Recycling and Recovery. 1.19 Cart. A heavy plastic receptacle with a rated capacity of at least thirty- two (32) and not more than ninety-six (96) gallons, or similar size approved by the CITY, having a hinged tight- fitting lid and wheels,that is approved by the City Representative for use by Service Recipients for Collection Servicesunder this Agreement. 1.20 Change in Law. Any of the following events or conditions that has a material and adverse effect on the performance by either PARTY of its obligations under this Agreement (except for payment obligations): (a) the enactment, adoption, promulgation, issuance, modification, or written change in administrative or judicial interpretation, of any Applicable Law on or after the Effective Date; or (b) the order or judgment of any Federal, State, County, or local 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 CITY or of 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. January 26, 2024 Page 5 of 86 DRAFT Franchise Agreement 17 1.21 CITY The City of Dublin, California. 1.22 City Collection Service. City Solid Waste Collection Service, City Recycling Service, City Organic Collection Service, Large Item Collection Service, Neighborhood Clean -Up Service, and Special Event Collection Service. 1.23 City Organic Collection Service. The Collection of Organic Waste, by the CONTRACTOR, from City Service Units in the Service Area and the delivery of that Organic Waste to an Organic Waste Processing Facility. 1.24 City Recycling Service. The Collection of Recyclable Materials, by the CONTRACTOR, from City Service Units in the Service Area and the delivery of those Recyclable Materials to a Materials Recovery Facility. 1.25 City Representative. The City Manager, or their designee. 1.26 City Service Unit. Those CITY properties or locations owned and operated by the CITY. This does not include CITY -owned properties that are leased to third parties. The City Service Unit shall not deposit dirt, rock, concrete, or Exempt Waste in any Collection Containers provided as required under the conditions of this Agreement. 1.27 City Solid Waste Collection Service. The Collection of Solid Waste by the CONTRACTOR, from City Service Units in the Service Area, and the delivery of that Solid Waste to a Disposal Facility. 1.28 City Waste. Solid Waste, Green Waste, Organic Waste and Large Items resulting from the normal activities of a City Service Unit. City Waste must be generated by and at the City Service Unit where the City Waste is Collected and does not include items defined herein as Exempt Waste. 1.29 Collection or Collect. The process whereby Residential Waste, Commercial Waste, City Waste, C&D Debris, DUSD Waste, Organic Waste, and Recyclable Materials are removed and Transported to an approved Disposal Facility, Organic Waste Processing Facility, Green Waste Processing Facility, Materials Recovery Facility, or other Processing or Recycling facility as appropriate and approved by the CITY, which is lawfully authorized to accept such materials. 1.30 Collection Service. SFD Collection Service, MFD Collection Service, City Collection Service, Commercial Collection Service, DUSD Collection Service, and C&D Debris Collection Service. 1.31 Commercial Collection Service. Commercial Solid Waste Collection Service, Commercial Recycling Service, and Commercial Organic Collection Service. 1.32 Commercial Edible Food Generator. Tier One Commercial Edible Food Generators (as defined in 14 CCR Section 18982(a)(73)) and Tier Two Commercial Edible Food Generators (as defined in 14 CCR Section 18982(a)(74)), or as otherwise defined in 14 CCR Section 18982(a)(7). For the purposes of this definition, Food Recovery Organizations and Food Recovery Services are not Commercial Edible Food generators. 1.33 Commercial Organic Collection Service. The Collection of Commercial Organic Waste from Commercial Service Units and Commercial Organic Service Units and the delivery of the January 26, 2024 Page 6 of 86 DRAFT Franchise Agreement 18 Commercial Organic Waste to an Organic Waste Processing Facility. Commercial Organic Collection Service for any Commercial Service Unit or Commercial Organic Service Unit on a Saturday will require a minimum of three (3) service days for such Unit during the week (Monday through Friday). 1.34 Commercial Organic Service Unit. Commercial Organic Waste generators who are not Commercial Service Units, such as government facilities, including, but not limited to, Parks, Reserve Forces Training Areas and Santa Rita Jail, and all schools both public and private in the Service Area, but excluding all City Service Units and DUSD Service Units. 1.35 Commercial Organic Waste. Any combination of Green Waste and Food Waste that are separated at the source of generation for inclusion in the Commercial Organic Collection Service program. 1.36 Commercial Recycling Service The Collection of Recyclable Materials, by the CONTRACTOR, from Commercial Service Units in the Service Area, the delivery of those Recyclable Materials to a Materials Recovery Facility and the Processing and marketing of those Recyclable Materials. 1.37 Commercial Service Unit. Business Service Units, and Mixed Use Dwellings that utilize a Cart or Bin for the accumulation and set -out of Discarded Materials. 1.38 Commercial Solid Waste Collection Service. The Collection of Solid Waste by the CONTRACTOR, from Commercial Service Units in the Service Area, and the delivery of that Solid Waste to a Disposal Facility. 1.39 Commercial Waste. Solid Waste, Commercial Organic Waste, Recyclable Materials generated by and at a Commercial Service Unit. 1.40 Community Composting. Any activity that Composts green material, agricultural material, food material, and vegetative food material, alone or in combination, and the total amount of feedstock and Compost on -site at any one time does not exceed one hundred (100) cubic yards and seven hundred fifty (750) square feet, as specified in 14 CCR Section 6 17855(a)(4); or as otherwise defined in 14 CCR Section 18982(a)(8). 1.41 Compactor. Any Roll -Off Container or Bin which has a compaction mechanism, whether stationary or mobile. 1.42 Compostable Plastics. Plastic materials that meet the ASTM D6400 standard for Compostability. 1.43 Composting (or any variation thereof). The controlled biological decomposition of Regulated Organic Waste yielding a safe and nuisance free Compost product. 1.44 Construction and Demolition (C&D) Debris. Used or discarded materials resulting from construction, remodeling, repair, or demolition operations on any pavement, house, commercial building, or other structure and such other materials as may be removed during the normal cleanup process of such construction, remodeling, repair, or demolition operations. January 26, 2024 Page 7 of 86 DRAFT Franchise Agreement 19 1.45 Construction and Demolition (C&D) Debris Box. A detachable Container of up to fifty (50) cubic yards used for the Collection of C&D Debris, which is designed to be Transported to, and left on the ground on or adjacent to, the property where the C&D Debris is generated. 1.46 Construction and Demolition (C&D) Debris Collection Service. The Collection of C&D Debris from C&D Service Units in the Service Area and the delivery of that material to Recycling and Resource Recovery Systems, LLC. 1.47 Construction and Demolition (C&D) Service Unit. All Residential, business, or development sites within the Service Area that generate C&D Debris. 1.48 Container. All Bins, Carts, Compactors, and Roll -Offs. 1.49 CONTRACTOR. Amador Valley Industries, LLC. 1.50 County. Alameda County, California. 1.51 Discarded Materials. Recyclable Materials, Organic Waste, Solid Waste and/or Construction and Demolition Debris (C&D) placed by a generator in a Container and/or at a location for the purposes of Collection by CONTRACTOR, excluding Exempt Waste. 1.52 Disposal or Dispose (or other variation thereof). The final Disposition of Solid Waste in accordance with this Agreement at the Disposal Facility. 1.53 Disposal Contractor. The entity who has obtained from the CITY an Agreement to provide Disposal Services. 1.54 Disposal Facility. A facility, selected by the CONTRACTOR and approved by the CITY for the Disposal, or Processing as appropriate, of Solid Waste and other materials as appropriate. CONTRACTOR has selected, and CITY has approved, the use of the Altamont Landfill owned by Waste Management of Alameda County, Inc., located 10840 Altamont Pass Road, Livermore, CA 94550. 1.55 Disposal Services. The final Processing and Disposition of Solid Waste Collected under the terms of this Agreement. 1.56 Diversion or Divert. Activities that reduce or eliminate the amount of Solid Waste Disposed, including, but not limited to, source reduction, Composting, Recycling, reuse, anaerobic digestion, or other methods of Processing, pursuant to the provisions of AB 939 and AB 881. Diversion is a broad concept that is to be inclusive of material handling and Processing changes that may occur over the Term including, but not limited to, changes in standard industry practice or implementation of innovative techniques or technology that reduce Disposal risk, decrease costs and/or are for other reasons deemed desirable by the CITY. 1.57 Dublin Unified School District (DUSD) Collection Service. The Collection of DUSD Waste from DUSD Service Units in the Service Area and the delivery of that material to an appropriate facility. January 26, 2024 Page 8 of 86 DRAFT Franchise Agreement 20 1.58 Dublin Unified School District (DUSD) Organic Waste. Any combination of Green Waste and Food Waste that are generated by DUSD Service Units and that are separated at the source of generation. 1.59 Dublin Unified School District (DUSD) Organic Waste Collection Service. The Collection of DUSD Organic Waste from DUSD Service Units in the Service Area and the delivery of that material to an appropriate facility. 1.60 Dublin Unified School District (DUSD) Service Unit. All schools and facilities owned and operated by the Dublin Unified School District. 1.61 Dublin Unified School District (DUSD) Waste. Solid Waste, Recyclable Materials, C&D Debris and DUSD Organic Waste generated by and at a DUSD Service Unit. 1.62 Dublin Unified School District (DUSD) Solid Waste Collection Service. The Collection of Solid Waste from DUSD Service Units in the Service Area and the delivery of that material to an appropriate facility. 1.63 Dwelling Unit. Any individual living unit in a single family dwelling (SFD) or multi -family dwelling (MFD) structure or building intended for, or capable of being utilized for, Residential living other than a Hotel or Motel. 1.64 Edible Food. Food intended for human consumption. For the purposes of this Agreement, Edible Food is not Solid Waste if it is recovered and not discarded. Nothing in this Agreement requires or authorizes the recovery of Edible Food that does not meet the food safety requirements of the California Retail Food Code. If the definition in 14 CCR Section 18982(a)(18) for Edible Food differs from this definition, the definition in 14 CCR Section 18982(a)(18) shall apply to this Agreement 1.65 E-Waste. Discarded electronics equipment such as cell phones, computers, monitors, televisions, and other items containing cathode ray tubes (CRTs). 1.66 Exempt Waste. Biohazardous or Biomedical Waste, Hazardous Waste, Household Hazardous Waste, Sludge, soil and dirt, concrete, asphalt, automobiles, automobile parts, boats, boat parts, boat trailers, internal combustion engines, lead -acid batteries, and those wastes under the control of the Nuclear Regulatory Commission. Exempt Waste does not include Used Oil, Used Oil Filters, C&D Debris, Green Waste, or Household Batteries when placed for Collection as set forth in this Agreement or as otherwise directed by the CITY. 1.67 Food Recovery. Actions to collect and distribute food for human consumption which otherwise would be Disposed, or as otherwise defined in 14 CCR Section 18982(a)(24). 1.68 Food Recovery Organization. An entity that primarily engages in the collection or receipt of Edible Food from Commercial Edible Food generators and distributes that Edible Food to the public for Food Recovery either directly or through other entities, including, but not limited to: • A food bank as defined in Section 113783 of the Health and Safety Code; • A nonprofit charitable organization as defined in Section 113841 of the Health and Safety January 26, 2024 Page 9 of 86 DRAFT Franchise Agreement 21 code; and, • A nonprofit charitable temporary food facility as defined in Section 113842 of the Health and Safety Code. If the definition in 14 CCR Section 18982(a)(25) for Food Recovery Organization conflicts with this definition, the definition in 14 CCR Section 18982(a)(25) shall apply to this Agreement. 1.69 Food Recovery Service. A Person or entity that collects and transports Edible Food from a Commercial Edible Food generator to a Food Recovery Organization or other entities for Food Recovery; or as otherwise defined in 14 CCR Section 18982(a)(26). 1.70 Food Scraps. Materials that will decompose and/or putrefy including: (i) all kitchen and table Food Waste; (ii) animal or vegetable waste that is generated during or results from the storage, preparation, cooking or handling of food stuffs; (iii) fruit waste, grain waste, dairy waste, meat, and fish waste; and, (iv) vegetable trimmings, houseplant trimmings and other Regulated Organic Waste common to the occupancy of Residential dwellings. Food Scraps are a subset of Food Waste. 1.71 Food -Soiled Paper. Compostable paper material that has come in contact with Food Scraps or liquid, such as, but not limited to, Compostable paper plates, paper coffee cups, paper trays, napkins, pizza boxes, and milk cartons. 1.72 Food Waste. Source separated Food Scraps, Food -Soiled Paper, and Compostable Plastics (if applicable). Food Waste is a subset of Organic Waste. 1.73 Green Waste. Any vegetative matter or Regulated Organic Waste resulting from normal yard and landscaping maintenance. For the purposes of this Agreement, Green Waste placed for Collection shall be not more than three (3) feet in its longest dimension or six (6) inches in diameter and must fit in the Organic Waste Container utilized by the Service Recipient. Green Waste includes, but is not limited to, plant debris, such as palm, yucca and cactus, grass clippings, leaves, pruning, weeds, branches, brush, small pieces of unpainted and untreated wood, holiday trees, and other forms of vegetative waste and must be generated by and at the Service Unit where the Green Waste is Collected. Green Waste does not include items herein defined as Exempt Waste. Green Waste is a subset of Organic Waste. 1.74 Green Waste Processing Facility. Means the facility or facilities selected by the CONTRACTOR and approved by the CITY, or specifically approved by the CITY, that is designed, operated and legally permitted for the purpose of receiving, and Processing Green Waste and Large Green Waste. CONTRACTOR has selected, and the CITY has approved, the use of the Blossom Valley Organics Composting facility, owned by Recology and located at 3909 Gaffery Road, Vernalis, CA 95385 and/or the Central Valley Compost facility, owned by Waste Management and located at 916 Frewert Road, Lathrop, CA 95330. 1.75 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. 1.76 Hotel or Motel. A structure or building unit(s) capable of being utilized for Residential living where such unit or a group of such units is regularly rented to transients or held out or January 26, 2024 Page 10 of 86 DRAFT Franchise Agreement 22 advertised to the public as a place regularly rented to transients for periods of seven (7) days or less. To meet this definition, the Hotel or Motel must be licensed to operate as such. 1.77 Household Battery(ies). Any disposable or rechargeable dry cells (e.g. A, AA, AAA, B, C, D, 9-volt, button -type) commonly used as power sources for household or consumer products including, but not limited to, nickel -cadmium, nickel metal hydride, alkaline, mercury, mercuric oxide, silver oxide, zinc oxide, nickel -zinc, nickel iron, lithium, lithium ion, magnesium, manganese, and carbon -zinc batteries, but excluding automotive lead acid batteries or other batteries CONTRACTOR is prohibited from carrying by Applicable Law. 1.78 Household Battery Collection Service. The Collection of Household Batteries by the CONTRACTOR, from SFD and MFD Service Units in the Service Area in accordance with the requirements of this Agreement. 1.79 Household Hazardous Waste (HHW). Any Hazardous Waste generated at an SFD or MFD Service Unit. 1.80 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 a SFD, MFD, or City Service Unit. Large Green Waste must be generated by and at the Service Unit where the Large Green Waste is Collected. 1.81 Large Items. Those large materials including furniture; carpets; mattresses; White Goods; Brown Goods; E-Waste; Reusable Materials; Textiles; tires without rims; Large Green Waste; or some combination of such items and/or Discarded Materials in a container the dimensions of which container do not exceed four feet by four feet by two feet (4'x4'x2') and weighing no more than sixty (60) pounds, which are attributed to the normal activities of a SFD, MFD, or City Service Unit. Discarded Materials that do not fit in the aforementioned container must be bundled. Large Items must be generated by and at the Service Unit where the Large Items are Collected. Large Items do not include items herein defined as Exempt Waste. 1.82 Large Item Collection Service. The periodic on -call Collection of Large Items, by the CONTRACTOR, from Service Units in the Service Area and the delivery of those Large Items to the Recycling and Resource Recovery Systems, LLC facility in Pleasanton or such other facility as may be appropriate under the terms of this Agreement. Large Item Collection Service does not include the Collection of Large Items through the use of Roll- Off Containers or C&D Debris Boxes, except that Roll -Off Containers may be used for MFD Large Item Collection Service. 1.83 Materials Recovery Facility (MRF). Any facility, selected by the CONTRACTOR and approved by the CITY, or specifically approved by the CITY, designed, operated, and legally permitted for the purpose of receiving, sorting, Processing, storing, or preparing Recyclable Materials for sale. CONTRACTOR has selected, and CITY has approved, the use of the City Automatic Recycling, Inc. (CARI) facility which is an Affiliate of CONTRACTOR and located on 3110 Busch Road Pleasanton, CA 94566, the Alameda County Industries, Inc. facility in San Leandro located on 610 Aladdin Avenue San Leandro, CA 94577, the Fremont Recycling and Transfer Station (BLT) owned by BLT Enterprises and located on 41149 Boyce Road Fremont, CA 94538, and the Tracy Materials Recovery and Solid Waste Transfer, Inc. facility owned by Repetto M and located on 30703 South MacArthur Drive Tracy, CA 95378. January 26, 2024 Page 11 of 86 DRAFT Franchise Agreement 23 1.84 MFD Collection Service. MFD Solid Waste Collection Service, MFD Recycling Service, MFD Organics Service, Large Item Collection Service, Used Oil Collection Service, and Household Battery Collection Service. 1.85 MFD Organics Service. The Collection of Organic Waste, by the CONTRACTOR, from MFD Service Units in the Service Area, the delivery of that Organic Waste to an approved Organic Waste Processing Facility, and the Processing and marketing of that Organic Waste. 1.86 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 the approved Materials Recovery Facility and the Processing and marketing of those Recyclable Materials. 1.87 MFD Service Unit. Any Residential premises, other than SFD Service Units, with any combination of five (5) or more Dwelling Units in the Service Area receiving centralized, shared Collection service. MFD Service Units do not include Hotels, Motels, or other transient occupancy facilities, which are considered Commercial Service Units for purposes of this Agreement. 1.88 MFD Solid Waste Collection Service. The Collection of Solid Waste, by the CONTRACTOR, from MFD Service Units in the Service Area and the delivery of that Solid Waste to a Disposal Facility. 1.89 Minimum SFD Collection Service. The CITY mandatory service level for SFD Service Units whose costs are Collected by the CITY on the annual property tax bill. 1.90 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 Bin or Container for the accumulation and Collection of Solid Waste. 1.91 Mulch. A layer of material applied on top of soil; and, for the purposes of the Agreement, Mulch shall conform with the following conditions, or conditions as otherwise specified in 14 CCR Section 18993.1(f)(4): 1.91.1 Meets or exceeds the physical contamination, maximum metal concentration, and pathogen density standards for land applications specified in 14 CCR Section 17852(a)(24.5)(A)(1) through (3). 1.91.2 Was produced at one (1) or more of the following types of Facilities: • A Compostable material handling operation or facility as defined in 14 CCR Section 17852(a)(12), that is permitted or authorized under Division 7 of Title 14 of the CCR, other than a chipping and grinding operation or facility as defined in 14 CCR Section 17852(a)(10); • A Transfer/Processing Facility or Transfer/Processing operation as defined in 14 CCR Section 17402(a)(30) and (31), respectively, that is permitted or authorized under 14 CCR, Division 7, Chapter 12; or, • A Solid Waste landfill as defined in PRC Section 40195.1 that is permitted under 27 CCR, Division 2. January 26, 2024 Page 12 of 86 DRAFT Franchise Agreement 24 1.92 Neighborhood Clean -Up Service. The periodic Collection of materials and related Services provided during CITY -requested neighborhood clean-up events, as further described in Exhibit B4. 1.93 Non -Collection Notice. A form developed in accordance with Section 16.08 and used by the CONTRACTOR, as approved by the CITY, to provide information and 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. 1.94 Organic Waste. Any combination of Green Waste and Food Waste Collected in the CITY'S Organic Waste Collection program, including, but not limited to, Commercial Organic Waste, DUSD Organic Waste, Residential Organic Waste, and Organic Waste Collected from City Service Units. Organic Waste is a subset of Regulated Organic Waste. 1.95 Organic Waste Processing Facility. Any facility, selected by the CONTRACTOR and approved by the CITY, or specifically approved by the CITY, designed, operated, and legally permitted for the purpose of receiving, sorting, Processing, storing, or preparing for sale, Organic Waste. CONTRACTOR has selected, and CITY has approved, the use of the Napa Materials Diversion facility owned by Napa Recycling and Waste Services and located at 820 Levitin Way, Napa, CA, 94558, the Blossom Valley Organics Composting facility, owned by Recology and located at 3909 Gaffery Road, Vernalis, CA 95385, and/or the Central Valley Compost facility, owned by Waste Management and located at 916 Frewert Rd, Lathrop, CA 95330. 1.96 Person. Any individual, firm, association, organization, partnership, consortium, corporation, trust, joint venture, Commercial entity, governmental entity, public entity, or any other legal Person. 1.97 Processing or Process. To prepare, treat, or convert through some special method. 1.98 Prohibited Container Contaminants. The following are Prohibited Container Contaminants for the purposes of this Agreement: (i) materials placed in the Recyclable Materials Container that are not identified as acceptable Recyclable Materials for the CITY'S Collection program; (ii) materials placed in the Organic Waste Container that are not identified as acceptable Organic Waste for the CITY'S Collection program; (iii) materials placed in the Solid Waste Container that are acceptable Recyclable Materials and/or Regulated Organic Waste to be placed in the CITY'S Recyclable Materials or Organic Waste Containers or otherwise managed under the CITY'S Collection program; and (iv) Exempt Waste placed in any Container. 1.99 Recyclable Materials. Those materials which are capable of being Recycled and which would otherwise be Processed or Disposed of as Solid Waste. Recyclable Materials include those materials defined by the CITY, including newsprint (including inserts); mixed paper (including magazines, catalogs, envelopes, junk mail, corrugated cardboard, 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, aerosol cans (empty, non -toxic products) and small scrap (not exceeding forty (40) pounds in weight nor two (2) feet in any dimension for any single item); bimetal containers; plastic bottles (#1-7); aluminum foil and pans; dry cell Household Batteries when contained in a sealed heavy - January 26, 2024 Page 13 of 86 DRAFT Franchise Agreement 25 duty plastic bag; and those materials added by the CONTRACTOR, and approved by the CITY, from time to time. 1.100 Recyclable Materials Processing Facility. Any facility selected by the CONTRACTOR and approved by the CITY, or specifically approved by the CITY, designed, operated, and legally permitted for the purpose of receiving, sorting, Processing, storing, or preparing for sale, Recyclable Materials. CONTRACTOR has selected, and the CITY has approved, the use of City Automatic Recycling, Inc. (CARI) facility which is an Affiliate of CONTRACTOR and located on 3110 Busch Road Pleasanton, CA 94566, the Alameda County Industries, Inc. facility located on 610 Aladdin Avenue. San Leandro, CA 94577 the Fremont Recycling and Transfer Station (BLT) owned by BLT Enterprises and located on 41149 Boyce Road Fremont, CA 94538, and the Tracy Materials Recovery and Solid Waste Transfer, Inc. facility owned by Repetto M and located on 30703 South MacArthur Drive Tracy, CA 95378. 1.101 Recycle or Recycling (or any variation thereof). The Process of sorting, cleansing, treating and reconstituting materials that would otherwise be Disposed of at a landfill for the purpose of returning such materials to the economy in the form of raw materials for new, reused or reconstituted products. 1.102 Regulated Organic Waste. Solid Waste containing material originated from living organisms and their metabolic waste products, including, but not limited to, Food Waste, Green Waste, organic Textiles and carpets, lumber, wood, paper products, printing and writing paper, manure, biosolids, digestate, and Sludges, or as otherwise defined in 14 CCR Section 18982(a)(46). Biosolids and digestate are as defined in 14 CCR Section 18982(a)(4) and 14 CCR Section 18982(a)(16.5), respectively. 1.103 Residential. Of, from, or pertaining to SFD Service Units or MFD Service Units. 1.104 Residential Organic Waste. Any combination of Green Waste and Food Waste. that are separated at the source of generation for inclusion in the SFD Organic Collection Service program. 1.105 Residential Waste. Solid Waste, Green Waste, Residential Organic Waste, Recyclable Materials, Large Items, Used Oil, Used Oil Filters, and Household Batteries resulting from the normal activities of a SFD or MFD Service Unit. Residential Waste must be generated by and at the SFD or MFD Service Unit where the Residential Waste is Collected and does not include items defined herein as Exempt Waste. 1.106 Reusable Materials. Items that are capable of being used again after minimal Processing. Reusable Materials may include, but are not limited to, Textiles, furniture, and/or sporting equipment, toys, house wares, working computers, undamaged monitors, cell phones, books, working small White Goods, working VCRs and working stereos. 1.107 Reuse Vendor. A vendor (e.g., St. Vincent dePaul or Goodwill Industries, or other nonprofit or for -profit organizations) that will collect used furniture, clothing, sporting equipment, and other re -usable items for purposes of reuse rather than Disposal. 1.108 Roll -Off Container. A metal Container that is normally loaded onto a motor vehicle and Transported to an appropriate facility. January 26, 2024 Page 14 of 86 DRAFT Franchise Agreement 26 1.109 SB 1383. The Short -Lived Climate Pollutants Act of 2016 (an act to add Sections 39730.5, 39730.6, 39730.7, and 39730.8 to the Health and Safety Code, and Chapter 13.1 (commencing with Section 42652) to Part 3 of Division 30 of the Public Resources Code, establishing methane emissions reduction targets in a Statewide effort to reduce emissions of short-lived climate pollutants as amended, supplemented, superseded, and replaced from time to time. For the purposes of this Agreement, SB 1383 typically refers to the Short -Lived Climate Pollutants (SLCP) Organic Waste Reductions regulations developed by CalRecycle and adopted in 2020 that created Chapter 12 of 14 CCR, Division 7 and amended portions of regulations of 14 CCR and 27 CCR to enforce SB 1383., as they may be amended). 1.110 SB 1383-Qualified Renewable Natural Gas (RNG). Gas from Regulated Organic Waste that has been Diverted from a landfill and Processed at an in -vessel digestion facility that is permitted or otherwise authorized by 14 CCR to recover Regulated Organic Waste, or as otherwise defined in 14 CCR Section 18982(a)(62). 1.111 Service Area. That area within the corporate limits of the City of Dublin. 1.112 Service Recipient. An individual or company receiving Collection Service. 1.113 Services. See "Collection Services". 1.114 Service Unit. SFD Service Units, MFD Service Units, City Service Units, Commercial Service Units, Commercial Organic Service Units, DUSD Service Units, and C&D Service Units. 1.115 SFD Collection Service. SFD Solid Waste Collection Service, SFD Recycling Service, SFD Organic Collection Service, Large Item Collection Service, Used Oil Collection Service, and Household Battery Collection Service. 1.116 SFD Organic Collection Service. The Collection of Residential Organic Waste by the CONTRACTOR from SFD Service Units in the Service Area, the delivery of that Residential Organic Waste to an Organic Waste Processing Facility and the Processing and marketing of that Residential Organic Waste. 1.117 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 Recovery Facility and the Processing and marketing of those RecyclableMaterials. 1.118 SFD Service Unit. Any Dwelling Unit or any combination of less than five (5) Dwelling Units in the Service Area sharing Discarded Materials Carts, for the accumulation and set out of Discarded Materials. 1.119 SFD Solid Waste Collection Service. The Collection of Solid Waste, by the CONTRACTOR, from SFD Service Units in the Service Area and the delivery of that Solid Waste to a Disposal Facility. 1.120 Sludge. The accumulated solids, residues, and precipitates generated as a result ofwaste treatment or Processing, including wastewater treatment, water supply treatment, or operation of an air pollution control facility, and mixed liquids and solids pumped from January 26, 2024 Page 15 of 86 DRAFT Franchise Agreement 27 septic tanks, grease traps, privies, or similar disposal appurtenances or any other such waste having similar characteristics or effects. 1.121 Solid Waste. Solid Waste as defined in California Public Resources Code, Division 30, Part 1, Chapter 2, §40191 and regulations promulgated hereunder. Excluded from the definition of Solid Waste for the purposes of this Agreement are Exempt Waste, C&D, source separated Recyclable Materials, source separated Organic Waste, and radioactive waste. Notwithstanding any provision to the contrary, Solid Waste may include de minimis volumes or concentrations of waste of a type and amount normally found in Residential Solid Waste after implementation of programs for the safe Collection, Recycling, treatment, and Disposal of Household Hazardous Waste in compliance with Section 41500 and 41802 of the California Public Resources Code as may be amended from time to time. Solid Waste includes Reusable Materials only when such materials are included for Collection in a Solid Waste Container not source separated from Solid Waste at the site of generation. For the purposes of this Agreement, Solid Waste must be generated by and at the Service Unit where the Solid Waste is Collected and does not include items defined herein as Exempt Waste. 1.122 Special Event Collection Service. The Collection of Solid Waste, Recyclable Materials, Organic Waste, and other materials as appropriate at CITY -sponsored special events. 1.123 Stable Matter. Manure and other waste matter normally accumulated in stables or in livestock or poultry enclosures. 1.124 State. The State of California. 1.125 Subcontractor. A Person other than the CONTRACTOR, who has been engaged to perform an act that is necessary for, and directly related to, CONTRACTOR'S fulfillment of its service obligations under this Agreement. Notwithstanding any other provision in this Agreement, vendors providing materials, supplies or professional services to CONTRACTOR, and Approved Facilities that are not owned or operated by CONTRACTOR or its Affiliates, shall not be considered Subcontractors for any purpose under this Agreement. As of the Effective Date, all Subcontractors are set forth on Exhibit F. 1.126 Term. The Term of this Agreement, including extension periods if granted, as provided for in Article 2. 1.127 Textiles. Clean items made of thread, yarn, fabric, or cloth. Examples include clothes, fabric trimmings, draperies, and all natural and synthetic cloth fibers. This waste type does not include cloth -covered furniture, mattresses, leather shoes, leather bags, or leather belts. 1.128 Transfer. The act of Transferring the materials Collected by CONTRACTOR in its route vehicles into larger vehicles for Transport to other facilities for the purpose of Recycling, Processing, or Disposing of such materials. 1.129 Transportation or Transport. The act of conveying Collected materials from one location to another. 1.130 Uncontrollable Circumstance(s). Floods, earthquakes, other "acts of nature", pandemic, war, civil insurrection, riots, acts of any government (including judicial action), labor unrest, January 26, 2024 Page 16 of 86 DRAFT Franchise Agreement 28 including, but not limited to, strike, work stoppage or slowdown, sick-out, picketing, or other cancelled job action, and other similar catastrophic events which are beyond the control of and not the fault of the PARTY claiming excuse from performance hereunder. However, the following are not Uncontrollable Circumstances: (a) power outages, or (b) labor unrest by employees of CONTRACTOR or of any Subcontractor that controls, is controlled by, or is under common control with CONTRACTOR directed against CONTRACTOR or such Subcontractor, including, but not limited to, strike, work stoppage or slowdown, sick-out, lockout, picketing, or other concelied job action. No event which merely increases CONTRACTOR'S cost of performance shall be an Uncontrollable Circumstance; and no event, the effects of which could have been prevented by reasonable precautions, including compliance with agreements and Applicable Laws, shall be an Uncontrollable Circumstance. 1.131 Used Oil. Any oil that has been refined from crude oil or has been synthetically produced, and is no longer useful to the Service Recipient because of extended storage, spillage or contamination with non -hazardous impurities such as dirt or water; or has been used and as a result of such use has been contaminated with physical or chemical impurities. Used Oil must be generated by and at the SFD or MFD Service Unit where the Used Oil is Collected. Used Oil does not include transmission fluid. 1.132 Used Oil Collection Service. The Collection of Used Oil in Used Oil Containers and Used Oil Filters in Used Oil Filter Containers, by the CONTRACTOR, from Service Units in the Service Area utilizing Used Oil and Filter Containers for the accumulation and set -out of Used Oil and Used Oil Filters and the appropriate Disposition of the Used Oil and Used Oil Filters in accordance with the requirements of this Agreement. 1.133 Used Oil Container. A plain co -poly container provided by the CONTRACTOR for the accumulation of Used Oil that is at least four (4) quarts in capacity, leak -proof, has a screw -on lid and has a label designating it for use as a Used Oil Container. 1.134 Used Oil Filter. Any oil filter that is no longer useful to the Service Recipient because of extended storage, spillage or contamination with non -hazardous impurities such as dirt or water; or has been used and as a result of such use has been contaminated with physical or chemical impurities. Used Oil Filters must be generated by and at the SFD or MFD Service Unit where the Used Oil Filter is Collected. 1.135 Used Oil Filter Container. A six (6) mil poly bag with double track seal with dimensions of at least fourteen and one-half (14.5) inches by eight (8) inches with a one and one -quarter (11/4) inch diameter hole above the seal provided by the CONTRACTOR for the accumulation of Used Oil Filters that has a label designating it for use as a Used Oil Filter Container. 1.136 White Goods. Discarded refrigerators, ranges, water heaters, freezers, and other similar household appliances. 1.137 Work Day. Any day, Monday through Saturday that is not a holiday as set forth in Section 3.09 of this Agreement. January 26, 2024 Page 17 of 86 DRAFT Franchise Agreement 29 ARTICLE 2. TERM OF AGREEMENT 2.01 Term. The Term of this Agreement shall be extended for a fifteen (15) year period beginning July 1, 2020 and terminating on June 30, 2035. 2.02 Other Provisions. The CITY may, at the end of the Term of this Agreement, either renegotiate the terms and conditions of the Agreement with the current CONTRACTOR or request proposals from qualified contractors to provide Collection Services. ARTICLE 3. SERVICES PROVIDED BY THE CONTRACTOR 3.01 Grant of Exclusive Agreement. Except as otherwise provided in this Agreement, the CONTRACTOR is herein granted an exclusive Agreement to provide Collection Services within the Service Area. No other Solid Waste or Recycling Services shall be exclusive to the CONTRACTOR. 3.02 Limitations to Scope of Exclusive Agreement. 3.02.1 Recyclable Materials or Large Items that are source separated (as defined in CITY Municipal Code Chapter 5.32.040) from Solid Waste by Service Units, for which the waste generator sells or is otherwise compensated by a collector in a manner resulting in a net payment to the waste generator when such collector is permitted under Chapter 5.32 of the CITY Municipal Code; 3.02.2 Solid Waste, Recyclable Materials, Large Items or Organic Waste, which is removed from any SFD Service Unit, MFD Service Unit, Commercial Service Unit, DUSD Service Unit, C&D Service Unit, or City Service Unit and which is Transported personally by the owner or occupant of such premises (or by such owner or occupant's full-time employees) to a Processing or Disposal Facility as allowed in Chapter 5.32.105 of the CITY Municipal Code; 3.02.3 Recyclable Materials, Organic Waste, or Large Items which are source separated at any premises by the waste generator and donated to youth, civic or charitable organizations; 3.02.4 Containers delivered for Recycling under the California Beverage Container Recycling Litter Reduction Act, Section 14500, et seq. 3.02.5 Green Waste removed from a premises by a gardening, landscaping, or tree trimming company as an incidental part of a total service offered by that company rather than as a hauling service; 3.02.6 Materials that are not defined herein as Recyclable Materials but which are collected for Recycling by a collector who is permitted pursuant to Chapter 5.32 of the CITY Municipal Code. 3.02.7 Large Items removed from a premises by a property cleanup or maintenance company as an incidental part of the total cleanup or maintenance service offered by the company rather than as a hauling service; 3.02.8 Animal waste and remains from slaughterhouse or butcher shops for use as tallow; January 26, 2024 Page 18 of 86 DRAFT Franchise Agreement 30 3.02.9 By-products of sewage treatment, including Sludge, ash, grit, and screenings; 3.02.10 Hazardous Waste and designated waste regardless of its source; and 3.02.11 Residential Waste, Commercial Waste, City Waste or Recyclable Materials that are removed from a premises by a company through the performance of a service that the CONTRACTOR has elected not to provide; 3.02.12 The collection and removal of C&D Debris in accordance with Chapter 5.32.130 of the CITY Municipal Code. 3.02.13 Edible Food which is collected from a generator by other Person(s), such as a Food Recovery Organization or Food Recovery Service, for the purposes of Food Recovery; or which is transported by the generator to another Person(s), such as a Food Recovery Organization, for the purposes of Food Recovery, regardless of whether the generator donates, sells, or pays a fee to the other Person(s) to collect or receive the Edible Food. 3.02.14 Food Scraps that are separated by the generator and used by the generator or distributed to other Person(s) for lawful use as animal feed, in accordance with 14 CCR Section 18983.1(b)(7). Food Scraps intended for animal feed may be self - hauled by the generator or hauled by another Person. 3.02.15 Regulated Organic Waste Composted or otherwise legally managed at the site where it is generated (e.g., backyard Composting, on -site anaerobic digestion) or at a Community Composting site. 3.02.16 The Collection and removal of Solid Waste, Organic Waste, Recyclable Materials, or other materials from Containers placed in CITY parks which shall be Collected by the CITY or a designated contractor of the CITY. 3.03 CONTRACTOR acknowledges and agrees that the CITY may permit other Persons besides the CONTRACTOR to Collect any and all types of materials excluded from the scope of this Agreement, as set forth above, without seeking or obtaining approval of CONTRACTOR. If CONTRACTOR can produce evidence that other Persons are servicing Collection Containers or are Collecting Solid Waste, Recyclable Materials, Large Items, C&D Debris, and/or Organic Waste in a manner that is not consistent with the CITY Municipal Code or this Agreement, it shall report the location, the name and phone number of the Person or company to the CITY along with CONTRACTOR'S evidence of the violation of the exclusiveness of this Agreement and CITY shall take appropriate action to enforce the CITY Municipal Code and this Agreement. 3.03.1 The scope of this Agreement shall be interpreted to be consistent with Applicable Law, now and during the Term of the Agreement. If future judicial interpretations of current law or new laws, regulations, or judicial interpretations limit the ability of the CITY to lawfully provide for the scope of services as specifically set forth herein, CONTRACTOR agrees that the scope of the Agreement will be limited to those services and materials, which may be lawfully provided, and that the CITY shall not be responsible for any lost profits or losses claimed by CONTRACTOR to arise out of limitations of the scope of the Agreement set forth herein. In such an event, it shall be the responsibility of CONTRACTOR to minimize the financial impact of such future judicial interpretations or new laws. January 26, 2024 Page 19 of 86 DRAFT Franchise Agreement 31 3.04 Service Standards. CONTRACTOR shall perform all Collection Services under this Agreement in a thorough and professional manner. Collection Services described in this Agreement shall be performed regardless of weather conditions or difficulty of Collection. 3.05 Hours and Days of Collection. 3.05.1 SFD and MFD Collection Services shall be provided, commencing no earlier than 6:00 a.m. and terminating no later than 6:00 p.m., Monday through Friday with no service on Saturday (except for holiday service as set forth in Section 3.09 of this Agreement) or Sunday. The hours, days, or both of Collection may be extended due to extraordinary circumstances or conditions with the prior written consent of the City Representative. 3.05.2 Commercial, DUSD, C&D Debris, and City Collection Service shall be provided, commencing no earlier than 4:00 a.m. (or 6:00 a.m. if the property is within two hundred (200) feet of a Residential property), and terminating no later than 9:00 p.m., Monday through Friday, with service on Saturday starting no earlier than 6:00 a.m. (or 7:30 a.m. if the property is within two hundred (200) feet of a Residential property). The hours, days, or both of Collection may be extended due to extraordinary circumstances or conditions with the prior written consent of the City Representative. 3.06 Manner of Collection. The CONTRACTOR shall provide Collection Service with as little disturbance as possible and shall leave any Cart, Bin, or C&D Debris Box in an upright position at the same point it was Collected without obstructing alleys, roadways, driveways, sidewalks, or mailboxes. 3.07 Containers. 3.07.1 Purchase and Distribution of Carts and Bins. The CONTRACTOR shall be responsible for the purchase and distribution of fully assembled and functional Carts and Bins to Service Units in the Service Area. CONTRACTOR shall also distribute Carts and Bins to new Service Units that are added to CONTRACTOR'S Service Area during the Term of this Agreement. The distribution shall be completed within three (3) Work Days of receipt of notification from the CITY or the Service Unit. 3.07.2 All Containers shall comply with the color and labeling requirements and timeline specified under Section 14.01 of this Agreement. 3.07.3 Replacement of Carts and Bins. CONTRACTOR'S employees shall take care to prevent damage to Carts or Bins by unnecessary rough treatment. However, any Cart or Bin damaged by the CONTRACTOR shall be replaced by the CONTRACTOR, at the CONTRACTOR' s expense, within three (3) Work Days at no cost or inconvenience to the Service Recipient. 3.07.3.1 Upon notification to the CONTRACTOR by the CITY or a Service Recipient that the Service Recipient's Cart(s) or Bin(s) have been stolen or damaged beyond repair through no fault of the CONTRACTOR, the CONTRACTOR shall deliver a replacement Cart(s) or Bin(s) to such Service Recipient within three (3) Work Days. The January 26, 2024 Page 20 of 86 DRAFT Franchise Agreement 32 3.07.3.2 3.07.3.3 CONTRACTOR shall maintain records documenting all Cart and Bin replacements occurring on a monthly basis. Where such Cart is lost, stolen, or damaged beyond repair through no fault of the CONTRACTOR, each SFD Service Unit shall be entitled to the replacement of one lost, destroyed, or stolen Solid Waste Cart, one (1) lost, destroyed, or stolen Recycling Cart, and one (1) lost, destroyed, or stolen Organic Waste Cart during the life of this Agreement at no cost to the Service Recipient. Where such Cart or Bin is lost, stolen, or damaged beyond repair through no fault of the CONTRACTOR, each MFD, Commercial and City Service Unit shall be entitled to the replacement of one (1) lost, destroyed, or stolen Solid Waste Bin and one (1) lost, destroyed, or stolen Recycling Cart or Bin during the life of this Agreement at no cost to the Service Unit. 3.07.3.4 Where such Bin or Cart replacement occurs through no fault of the CONTRACTOR, CONTRACTOR shall be compensated for the cost of those replacements in excess of the requirements set forth above in accordance with the "Cart or Bin Exchange" Service Rate, as appropriate, as initially set by the CITY or as may be adjusted by the CITY as provided under the terms of this Agreement. 3.07.4 Repair of Carts and Bins. CONTRACTOR shall be responsible for repair of any damaged Carts and Bins to include, but not be limited to, damage to hinged lids, wheels, axles, and anything causing leakage. Within three (3) Work Days of notification by the CITY or a Service Recipient of the need for such repairs, the CONTRACTOR shall repair the Cart or Bin or if necessary, remove the Cart or Bin for repairs and deliver a replacement Cart or Bin to the Service Recipient. 3.07.5 Cart or Bin Exchange. Upon notification to the CONTRACTOR by the CITY or a Service Recipient that a change in the size or number of Carts or Bins is required, the CONTRACTOR shall deliver such Carts or Bins to such Service Recipient within three (3) Work Days. Each Service Recipient shall be eligible to receive one (1) free Cart or Bin exchange per Agreement Year during the Term of this Agreement. Accordingly, CONTRACTOR shall be compensated for the cost of those exchanges in excess of one (1) per Agreement Year, in accordance with the "Cart or Bin Exchange" service rate as initially set by the CITY or as may be adjusted under the terms of this Agreement. 3.07.6 Ownership of Carts. Ownership of Carts shall rest with the CONTRACTOR, except that ownership of Carts in the possession of a Service Recipient at the end of this Agreement shall rest with the CITY. At its sole discretion, CITY may elect not to exercise its rights with regards to this Section and in such case the Carts shall remain the property of the CONTRACTOR upon termination of this Agreement. In this event, CONTRACTOR shall be responsible for removing all Carts in service from the Service Area and reusing or Recycling such Carts. 3.07.7 Ownership of Bins. Ownership of Bins distributed by the CONTRACTOR shall rest with the CONTRACTOR except in the case of the termination of the Agreement prior to the expiration of the initial Term or optional extension Term due to the January 26, 2024 Page 21 of 86 DRAFT Franchise Agreement 33 default of the CONTRACTOR as set forth in Article 26 of this Agreement. Under such circumstances, the CITY shall have the right to take possession of the Bins and shall retain such possession until satisfactory arrangements can be made to provide Collection Services using other equipment Such time of possession shall not be limited and regardless of the time of possession there shall be no monies owing to the CONTRACTOR from the CITY for the use of the equipment. Upon the receipt of written notice from the CITY, CONTRACTOR shall submit to the City Representative an inventory of Bins, including their locations. 3.07.8 Ownership of Roll -Off Containers and C&D Debris Boxes. Ownership of Roll- Off Containers and C&D Debris Boxes distributed by the CONTRACTOR shall rest with the CONTRACTOR except in the case of the termination of the Agreement prior to the expiration of the initial Term or optional extension Term due to the default of the CONTRACTOR. Under such circumstances, the CITY shall have the right to take possession of the Containers and shall retain such possession until satisfactory arrangements can be made to provide Collection Services using other equipment. Such time of possession shall not be limited and regardless of the time of possession there shall be no monies owing to the CONTRACTOR from the CITY for the use of the equipment. Upon the receipt of written notice from the CITY, CONTRACTOR shall submit to the City Representative an inventory of Containers, including their locations. 3.07.9 Annual Inspection and Cleaning. Once each Agreement Year, at no charge to the CITY or the MFD or Commercial Service Unit, CONTRACTOR shall inspect all Garbage, Recycling, and Organic Waste Bins at the Service Unit's premises and shall replace those Bins needing cleaning with clean Bins and remove the dilly Bins for cleaning. 3.07.10 Organic Waste Pails. Within six (6) months of the Effective Date of the Agreement, CONTRACTOR shall provide each SFD Service Unit and MFD Service Unit with a pail for use in the kitchen that is suitable for the collection and storage of Food Scraps and that is consistent in function to meet the Alameda County Waste Management Authority's Residential Food Scrap Subsidy Program guideline requirements. The kitchen pail shall have a capacity of 1.5 to 2.5 gallons, a wire or plastic handle, and a lid and must be approved by the CITY. CONTRACTOR shall provide kitchen pails to SFD Service Units and MFD Service Units with the roll -out of new service and continue to provide kitchen pails to SFD Service Units and MFD Service Units as requested by the Service Recipient after the initial distribution period concludes. CONTRACTOR shall promote the availability of the Organic Waste Pails on its website and in public outreach materials annually, as part of its annual Public Education and Outreach Program plan pursuant to Section 16.02. 3.07.11 MFD Household Battery Collection Boxes. Within six (6) months of the Effective Date of the Agreement, CONTRACTOR shall provide each MFD Service Unit with a Household Battery Collection box for collection of MFD tenant Household Batteries. CONTRACTOR shall provide Household Battery Collection boxes to MFD Service Units with the roll -out of new service and continue to provide Household Battery Collection boxes to MFD Service Units as requested by the Service Recipient after the initial distribution period concludes. CONTRACTOR shall promote the availability of the Household Battery Collection boxes for MFD on its January 26, 2024 Page 22 of 86 DRAFT Franchise Agreement 34 website and in public outreach materials annually, including proper Household Battery Recycling procedures, as part of its annual Public Education and Outreach Program plan pursuant to Section 16.02. CONTRACTOR shall provide on -call, but no less frequently than once per month, Household Battery Collection Service in accordance with Section 9.05. 3.07.12 Organic Waste Containers. If requested by the customer, CONTRACTOR shall provide Commercial Service Units receiving Commercial Organic Collection Service with a watertight container for indoor storage of Commercial Organic Waste prior to placing the waste in the Organic Waste Cart or Bin. The size of the container shall be determined by the Service Recipient and the CONTRACTOR. CONTRACTOR shall be responsible for the repair and maintenance of the containers. CONTRACTOR shall only allow the use of Compostable Biodegradable Products Institute (BPI) approved plastic bags by the Service Recipient and the Parties acknowledge that such bags are likely to be treated as contamination at the compost facility(ies).. The Parties shall work cooperatively to implement ongoing educational and operational changes to reduce Customers' use of such Compostable plastic bags along with other contamination in the Commercial Organic Materials. At a minimum, this shall include both the CONTRACTOR's and CITY's messaging in routine public education materials and CONTRACTOR conducting contamination monitoring and education programs at Customer locations. 3.08 Labor and Equipment. CONTRACTOR shall provide and maintain all labor, equipment, tools, facilities, and personnel supervision required for the performance of CONTRACTOR'S obligations under this Agreement. CONTRACTOR shall 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 shall be provided or paid to CONTRACTOR by CITY or by any Service Recipient except as expressly provided by this Agreement. 3.09 Holiday Service. The CITY observes Labor Day, Thanksgiving Day, December 25, and January 1 as legal holidays. CONTRACTOR shall not be 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 (1) Work Day for the remainder of the week with normally scheduled Friday Collection Services being performed on Saturday. MFD, Commercial, and City Collection Services shall be adjusted as agreed between the CONTRACTOR and the Service Recipient but must meet the minimum frequency requirement of one (1) time per week. 3.10 Disposal and Processing. CONTRACTOR shall Transport materials Collected under this Agreement only to the Approved Facilities identified in Exhibit G of this Agreement. 3.10.1 Notification of Emergency Change in Facility. If CONTRACTOR is unable to use an Approved Facility due to an emergency, sudden and unforeseen closure or unavailability of the facility that is outside the control of the CONTRACTOR, CONTRACTOR may use an alternative facility provided that the CONTRACTOR provides written notice to City Representative. Within forty-eight (48) hours of such emergency or sudden and unforeseen closure, the CONTRACTOR shall January 26, 2024 Page 23 of 86 DRAFT Franchise Agreement 35 provide a written description of the reasons the use of the Approved Facility is not feasible and the period of time CONTRACTOR proposes to use the alternative facility. Such a change in facility shall be temporarily permitted until such time as the City Representative is able to consider and respond to the use of the proposed alternative facility. If the use of the proposed alternative facility is anticipated to or actually does exceed eighteen (18) Work Days in a consecutive twelve (12) month period, the use of such facility shall be subject to approval by the City Representative as an Approved Facility. CONTRACTOR shall submit a proposal to the City Representative for review within twelve (12) Work Days of the written notification to the City Representative of an unavailable facility. That proposal shall include, at a minimum, the changes in cost, days and hours of operation of the facility, facility permit information, facility regulatory history, and facility performance for the proposed alternative facility. The City Representative may, in their sole discretion, approve, conditionally approve, temporarily approve, or disapprove of the use of the proposed alternative facility. In the event that the City Representative disapproves the use of the proposed alternative facility, the CONTRACTOR shall propose an additional alternative facility for review and approval by the City Representative. Failure to comply with this provision shall result in the levy of liquidated damages as specified in Article 22 of this Agreement and may result in the CONTRACTOR being in default under this Agreement. 3.10.2 Notification of Discretionary Change in Facility. If the CONTRACTOR chooses to use an alternative facility that is not an Approved Facility due to discretionary business reasons, CONTRACTOR may use an alternative facility provided that the CONTRACTOR provides written notice to City Representative twenty (20) business days prior to use of the alternative facility and City Representative approves of the facility change no later than twelve (12) Work Days prior to the use of the alternative facility. CONTRACTOR shall specify the amount of time that the use of the proposed alternative facility is anticipated, the reason for the change in facility, the changes in cost, days and hours of operation of the facility, facility permit information, facility regulatory history, facility performance, and any changes in Discarded Materials accepted as a result of a change in facility in its written notification. In the event that the change in facility results in a decrease in cost, the City Representative may, in their sole discretion, approve, conditionally approve, temporarily approve, or disapprove of the use of the proposed alternative facility. The City Representative's approval may be conditioned on the alternative facility's ability to guarantee sufficient Disposal or Processing capacity to the CITY for the Term of this Agreement, the distance to the facility, the level of Diversion at the proposed facility, and the status of such facility's permits. In the event that the City Representative disapproves the use of the proposed alternative facility, CONTRACTOR shall propose an additional alternative facility for review and approval by the City Representative. In the event that the change in facility results in an increase in cost, the proposed alternative facility is subject to CITY'S formal approval procedures, including, but not limited to, an amendment to this Agreement. Failure to comply with this provision shall result in the levy of liquidated damages as specified in Article 22 January 26, 2024 Page 24 of 86 DRAFT Franchise Agreement 36 of this Agreement and may result in the CONTRACTOR being in default under this Agreement. 3.10.3 Change in Facility Compensation. Prior to CONTRACTOR'S use of the proposed alternative facility, regardless of whether initiated by City Representative or CONTRACTOR, CONTRACTOR shall submit a service proposal pursuant to Section 27.02 and Section 27.03. If the use of the alternative facility is approved by the City Representative for a period of time more than eighteen (18) Work Days in a consecutive twelve (12) month period, CONTRACTOR may petition the CITY for a compensation adjustment pursuant to Section 5.11 (without regard to Section 5.11.1(iv) or Section 5.11.2). 3.10.4 Disposal Facility. Except as set forth below, all Solid Waste Collected as a result of performing Collection Services shall be Transported to, and Disposed of, at the Disposal Facility. 3.10.5 Green Waste Processing Facility. CONTRACTOR shall deliver all Green Waste and Large Green Waste Collected to a fully permitted Green Waste Processing Facility. 3.10.6 Material Recovery Facility and Recyclable Materials Processing Facility. All Recyclable Materials and C&D Debris Collected as a result of performing Recycling or C&D Debris Collection Services shall be delivered to a Materials Recovery Facility (MRF). 3.10.7 Organic Waste Processing Facility. CONTRACTOR shall deliver all Collected Organic Waste to a fully permitted Organic Waste Processing Facility. CONTRACTOR shall ensure that all Organic Waste Collected pursuant to this Agreement is Processed in a manner deemed not to constitute landfill Disposal under 14 CCR Section 18983.1(a) and is Diverted from the Disposal Facility in accordance with AB 939, SB 1383, and subsequent legislation and regulations. In no instance shall Organic Waste be used for ADC or AIC. 3.10.7.1 Compostable Plastics. Within three (3) months following the Effective Date of the Agreement, and annually in its reports pursuant to Exhibit D, CONTRACTOR shall provide a written notification to the CITY describing if the Organic Waste Processing Facility has the capability to Process and recover Compostable Plastics throughout the Term of the Agreement. The notification shall, at a minimum, include: the date and a description of the reasons that the Organic Waste Processing Facility is not able to Process and recover the Compostable Plastics; the period of time the Organic Waste Processing Facility will not Process and recover these materials; and, the CONTRACTOR'S proposed plan to find an alternative facility or arrangement to Process the Compostable Plastics, subject to CITY approval. CITY may prohibit or restrict the use of Compostable Plastics, with a six (6) month advanced notice to CONTRACTOR, and this shall not constitute a CITY -directed change in scope or Change in Law under this Agreement. 3.10.8 Large Item Processing and Disposal. CONTRACTOR shall Process and Disposeof Large Items Collected from Service Units pursuant to this Agreement in accordance with the following hierarchy: January 26, 2024 Page 25 of 86 DRAFT Franchise Agreement 37 1. Reuse as is (where energy efficiency is not compromised) 2. Disassemble for reuse or Recycling 3. Recycle 4. Disposal 3.10.8.1 CONTRACTOR shall not Dispose such Large Items unless the Large Items cannot be Diverted. 3.10.8.2 White Goods shall be reused, Recycled, or Disposed by CONTRACTORin accordance with requirements of Applicable Law. 3.10.9 CITY Direction of Large Items. CITY reserves the right to direct CONTRACTOR to take Large Items Collected pursuant to this Agreement 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 shall have 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. CONTRACTOR shall encourage and facilitate the participation of Reuse Vendor(s) to select and sort out Reusable Materials at the point of Collection or at the Reuse Vendor, Disposal Facility, Materials Recovery Facility, Green Waste Processing Facility, or other such facility as may be appropriate. 3.10.10 Large Items Containing Freon. In the event CONTRACTOR Collects Large Itemsthat contain Freon, CONTRACTOR shall 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. 3.10.11 Used Oil Processing. CONTRACTOR shall Recycle all Used Oil Collected pursuant to this Agreement to the extent feasible and shall properly Dispose of all Used Oil and Used Oil Filters that are contaminated or otherwise cannot be Recycled. 3.10.11.1 3.10.11.2 CONTRACTOR shall Recycle the Used Oil only with Persons who are authorized by the State of California to Recycle Used Oil. In the event the Used Oil or Used Oil Filters Collected pursuant to this Agreement are contaminated to the extent that the Used Oil or Used Oil Filters require Disposal as a Hazardous Waste, CONTRACTOR shall Dispose of such Used Oil or Used Oil Filters, at CONTRACTOR'S own cost and expense in accordance with applicable Stateand federal law. CONTRACTOR shall notify the City Representative, either by Fax or e-mail, of any contamination which renders the Used Oil unacceptable for Recycling or which requires Disposal of the Used Oil or Used Oil Filters as a Hazardous Waste. 3.10.11.3 Segregation of Used Oil. CONTRACTOR shall keep all Used Oil and Used Oil Filters Collected pursuant to this Agreement segregated from other materials. 3.11 Transfer Operations. CONTRACTOR to provide Transfer operations in accordance with Exhibit E. January 26, 2024 Page 26 of 86 DRAFT Franchise Agreement 38 3.12 Recycling — Changes in Law. Should any Change in Law arise that necessitates any additions or deletions to the work described herein, including the type of items included as Recyclable Materials, the PARTIES shall negotiate any necessary cost changes and shall enter into an amendment to this Agreement covering such modifications to the work to be performed and the compensation to be paid before undertaking any changes or revisions to such work. 3.13 Bin and Roll -Off Container Service. CONTRACTOR shall provide Bin service, C&D Debris Box, and Roll -Off Container service for the Collection of non -hazardous materials at the service rates set by the CITY under the terms of this Agreement. CONTRACTOR shall deliver and pick-up the Bins and Containers at the direction of the Service Recipient. The Bins and Containers shall be clean, free of graffiti, and in good repair. The Bins and Containers must be clearly marked and identifiable as belonging to CONTRACTOR. Special consideration shall be given when determining the delivery and pickup area for the Bins and Containers to ensure that the flow of traffic is not impeded and that it does not result in aesthetic degradation of an area. If the Service Recipient and the CONTRACTOR cannot agree on a delivery and pick up area, the area shall be determined by the CITY. In addition, if, in the opinion of the CITY the delivery and pick- up area is inappropriate, CITY may require the CONTRACTOR to relocate the Bin or Container. 3.14 Inspections. The CITY shall have the right to inspect the CONTRACTOR'S facilities or Collection vehicles and their contents at any time while operating inside or outside the CITY. 3.15 Commingling of Materials. 3.15.1 Solid Waste, C&D, Organic Waste, and Recyclable Materials. CONTRACTOR shall not at any time commingle Solid Waste Collected pursuant to this Agreement with any C&D, Recyclable Materials or Organic Waste separated for Collection pursuant to this Agreement without the express prior written authorization of the City Representative. 3.15.2 Waste Collected in Dublin. CONTRACTOR shall not at any time commingle any Solid Waste, C&D, Organic Waste, or Recyclable Materials Collected pursuant to this Agreement, with any other material Collected by CONTRACTOR outside the Service Area without the express prior written authorization of the City Representative. 3.16 Spillage and Litter. The CONTRACTOR shall not litter premises in the process of providing Collection Services or while its vehicles are on the road. The CONTRACTOR shall Transport all materials Collected under the terms of this Agreement in such a manner as to prevent the spilling or blowing of such materials from the CONTRACTOR'S vehicle. The CONTRACTOR shall exercise all reasonable care and diligence in providing Collection Services so as to prevent spilling or dropping of Residential Waste, Commercial Waste, City Waste, DUSD Waste, C&D Debris, or Recyclable Materials and shall immediately, at the time of occurrence, clean up such spilled or dropped materials. 3.16.1 The CONTRACTOR shall not be responsible for cleaning up sanitary conditions caused by the carelessness of the Service Recipient; however, the CONTRACTOR shall clean up any material or residue that are spilled or scattered by the CONTRACTOR or its employees. January 26, 2024 Page 27 of 86 DRAFT Franchise Agreement 39 3.16.2 Equipment oil, hydraulic fluids, spilled paint, or any other liquid or debris resulting from the CONTRACTOR'S operations or equipment repair shall be covered immediately with an absorptive material and removed from the street surface. When necessary,CONTRACTOR shall apply a suitable cleaning agent to the street surface to provide adequate cleaning. 3.16.3 The above paragraphs notwithstanding, CONTRACTOR shall clean up any spillage or litter caused by CONTRACTOR within two (2) hours upon notice from the CITY 3.16.4 To facilitate such cleanup, CONTRACTOR'S vehicles shall at all times carry sufficient quantities of petroleum absorbent materials along with a broom and shovel. 3.17 Ownership of Materials. 3.17.1 Title to Residential Waste, Commercial Waste, City Waste, DUSD Waste, C&D Debris, and Recyclable Materials shall pass to CONTRACTOR at such time as said materials areplaced in the generator or CONTRACTOR'S receptacle, including, without limitation, C&D Debris Box, Compactor, Garbage Bin, Garbage Cart, Organic Waste Bin, Organic Waste Cart,Recycling Bin, Recycling Cart or Roll -Off Container. 3.17.2 Title to material Collected as part of the Neighborhood Clean-up Service or Special Collection Service shall pass to CONTRACTOR at the time the material is placed in the Roll -Off Container or other Collection vehicle or Container approved for use at the event. 3.18 Hazardous Waste Inspection and Handling Program. 3.18.1 CONTRACTOR shall develop a Hazardous Waste inspection and handling program that includes the following components: (i) personnel training: (ii) load checking procedures; (iii) proper management of Hazardous Waste; (iv) record keeping and emergency procedures; and (v) public education program designed to educate generators regarding proper methods for handling and Disposing of Hazardous Waste. 3.18.2 CONTRACTOR'S load checking personnel, including its Collection vehicle drivers, shall be trained in (i) the effects of Hazardous Waste on human health and the environment; (ii) identification of Hazardous Waste; and (iii) emergency notification and response procedures. When practical, CONTRACTOR shall inspect Collection Containers prior to Collection in order to identify Hazardous Waste. 3.18.3 Response to Hazardous Waste Identified during Collection. Under no circumstances shall CONTRACTOR'S employees knowingly Collect Hazardous Waste, or remove unsafe or poorly containerized Hazardous Waste, from a Collection Container. If CONTRACTOR determines that material placed in any Container for Collection is Hazardous Waste, or other material that may not legally be accepted at the Disposal Facility, or one of the Processing Facilities, or presents a hazard to CONTRACTOR'S employees, the CONTRACTOR shall have the right to refuse to accept such material. The generator shall be contacted by the CONTRACTOR and requested to arrange for proper Disposal service. If the January 26, 2024 Page 28 of 86 DRAFT Franchise Agreement 40 generator cannot be reached immediately, the CONTRACTOR shall, before leaving the premises, leave a Non -Collection Notice, which indicates the reason for refusing to Collect the material and lists the phone number for the Alameda County Household Hazardous Waste Facility. CONTRACTOR'S environmental technician, on file with the CITY'S Contract Manager, shall be notified to resolve the issue with the generator. 3.18.4 If Hazardous Waste is found in a Collection Container that poses an imminent danger to people or property, the CONTRACTOR shall immediately notify the CITY Fire Department using the 911 emergency telephone number. The CONTRACTOR shall notify the CITY of any Hazardous Waste identified within twenty four (24) hours of identification of such material. 3.18.5 If Hazardous Waste is identified at the time of delivery to the Disposal Facility, or one of the Processing facilities and the generator cannot be identified, CONTRACTOR shall be solely responsible for handling and arranging Transport and Disposition of the Hazardous Waste. 3.19 Regulations and Record Keeping. CONTRACTOR shall comply with emergency notification procedures required by Applicable Laws and regulatory requirements. All records required by regulations shall be maintained at the CONTRACTOR'S facility. These records shall include waste manifests, waste inventories, waste characterization records, inspection records, incident reports, and training records. CONTRACTOR shall maintain such records in accordance with Article 18 and Exhibit D. 3.20 Waivers. The CITY or its designee, StopWaste, may grant waivers to certain generators that impact the scope of CONTRACTOR'S provision of Organic Waste or Recyclable Materials service for those Service Recipients; provided, the generator shall continue to subscribe with CONTRACTOR for all other franchised Collection Services. Waivers issued shall be subject to compliance with SB 1383 requirements, pursuant to 14 CCR Section 18984.11, or other requirements specified by the CITY or its designee, StopWaste. If the CONTRACTOR receives a request for a waiver from a generator, CONTRACTOR shall refer the generator to the CITY. Upon request of the CITY, the CONTRACTOR shall support the CITY in the waiver review process by providing requested customer information to the CITY or its designee, StopWaste. If the CITY or its designee, StopWaste grants a waiver to a generator or if the waiver status of a generator changes during the Term of the Agreement, the CITY shall notify the CONTRACTOR and CONTRACTOR shall update the Service Recipient's information and service level within seven (7) days of receipt of the request. ARTICLE 4. SERVICE BILLING AND COLLECTION 4.01 CITY'S Responsibility for Billing and Collection. 4.01.1 Minimum SFD Collection Service. The CITY has a mandatory system for SFD Service Units whereby the CITY collects the annual cost of the service on the annual property tax bill. Minimum SFD Collection Service includes: • SFD Solid Waste Collection Service (32-gallon Cart); • SFD Recycling Service (64-gallon Cart with option to change to 96- or 32- gallon Cart or add one additional 32-, 64- or 96-gallon); January 26, 2024 Page 29 of 86 DRAFT Franchise Agreement 41 SFD Organic Waste Collection Service (64-gallon Cart with option to change to 96- or 32- gallon Cart or add one additional 32-, 64- or 96-gallon Cart); Large Item Collection Service; Compost give-away event; Household Battery Collection Service; Used Oil Collection Service; and Annual HHW drop-off event. 4.01.2 CITY Payments to CONTRACTOR. CITY will provide two (2) payments to CONTRACTOR for the provision of Minimum SFD Collection Service. The first payment will include Services for the period from July 1 through December 31 of each year and will be made no later than the following January 15. The second payment will include Services for the period from January 1st through June 30 of each year and will be made no later than May 15 of that year. The payment shall be the minimum service rate multiplied by the number of customers assessed on the current tax roll multiplied by 6 (months). 4.01.3 CONTRACTOR'S Responsibility for Billing and Collection. 4.01.3.1 4.01.3.2 SFD Service Units. Costs of larger (64- or 96-gallon) Solid Waste Carts above the Minimum SFD Collection Service level shall be billed and collected by the CONTRACTOR. In addition, CONTRACTOR shall be responsible for the billing and collection of payments for all SFD Collection Services for those SFD Service Units added through annexation or new construction after the minimum service property tax has been finalized. Such billing shall be provided to customers quarterly in advance but no earlier than the twentieth (20th) day of the month preceding the period for which the service is being billed. CONTRACTOR shall provide CITY with a list in electronic format of those SFD Service Units that have been added to CONTRACTORS customer base since the previous tax assessment by March 31, and again by June 30, of each Agreement Year. MFD, C&D, and Commercial Service Units. The CONTRACTOR shall be responsible for the billing and collection of payments for MFD, C&D, DUSD, and Commercial Collection Services within the Service Area. Such billing shall be provided to the customer monthly in advance, except for C&D and Commercial Collection Services and MFD Bin service, which will be billed in arrears. Notwithstanding the preceding provision, the CONTRACTOR shall not bill for City Collection Services. 4.02 Delinquent Service Accounts. The CONTRACTOR may report to the City Representative, on a regular basis, all Service Recipients who have received Collection Service and whose accounts are over one -hundred twenty (120) days past due. The CONTRACTOR may take such action as is legally available to collect or cause collection of such past due amounts. However, in no event, except upon notice in writing by the City Representative, shall the CONTRACTOR cease provision of Collection Services to any Service Unit due to non-payment. January 26, 2024 Page 30 of 86 DRAFT Franchise Agreement 42 4.03 Methods of Payment. CONTRACTOR shall provide the means for customers to pay bills through the following methods: cash, checks, credit cards, Internet payment service, or automatic withdrawal from bank account. 4.04 CONTRACTOR'S Payments to CITY. CONTRACTOR shall make payment to the CITY of a franchise fee, administrative fee, and such other fees as may be specified in this Section. Except as otherwise provided in Section 4.04.3, payment to the CITY shall be due, on the fifteenth (15th) day of the month following the month the revenues are collected. Each such payment shall be accompanied by an accounting, which sets forth CONTRACTOR'S gross revenues collected during the preceding month. 4.04.1 Franchise Fee. The franchise fee shall be a percentage of CONTRACTOR'S gross revenue collected each month under the terms of this Agreement. Gross revenue shall specifically include revenue received by the CONTRACTOR from any customer, including Federal, State, County, or other local facilities within the Service Area, for the provision of Collection Services by the CONTRACTOR. However, revenue received by the CONTRACTOR from the sale of Recyclable Materials and from related California Redemption Value (CRV) payments shall not be considered as gross revenues for purpose of the calculation of franchise fees. The franchise fee percentage shall be sixteen and thirty -five -hundredths percent (16.35%) with respect to revenue received for Services performed by CONTRACTOR after June 30, 2010 and during the remaining Term of this Agreement unless directed by the CITY. Notwithstanding the foregoing, for C&D Debris Collection Services provided beginning July 1, 2012 and ending June 30, 2013, the franchise fee percentage shall be thirteen and sixth -tenths percent (13.6%) with respect to revenue received for C&D Debris Collection Services performed by CONTRACTOR. Thereafter, and during the remaining Term of this Agreement, the franchise fee percentage shall be sixteen and thirty -five -hundredths percent (16.35%) with respect to revenue received for C&D Debris Collection Services performed by CONTRACTOR unless adjusted by the CITY. 4.04.2 Administrative Fee. The administrative fee shall be a percentage of CONTRACTOR'S gross revenue collected each month under the terms of this Agreement. Gross revenue shall specifically include revenue received by the CONTRACTOR from any generator, including Federal, State, County, or other local facilities within the Service Area for the provision of Collection Services by the CONTRACTOR. However, revenue received by the CONTRACTOR from the sale of Recyclable Materials and from related CRY payments shall not be considered as gross revenues for purpose of the calculation of administrative fee. The administrative fee percentage shall be seven percent (7.00%) with respect to revenue received for Services performed by CONTRACTOR after June 30, 2010 and during the remaining Term of this Agreement unless adjusted by the CITY. Notwithstanding the foregoing, for C&D Debris Collection Services provided beginning July 1, 2012 and ending June 30, 2013, the administrative fee percentage shall be two percent (2.00%). Thereafter, and during the remaining Term of this Agreement, the administrative fee percentage shall be seven percent January 26, 2024 Page 31 of 86 DRAFT Franchise Agreement 43 (7.00%) with respect to revenue received for C&D Debris Collection Services performed by CONTRACTOR unless adjusted by the CITY. 4.04.3 Community Benefit Payment. For so long as CONTRACTOR shall have the exclusive right to collect C&D Debris in CITY (subject only to the specific exceptions contained in Chapter 5.32.130 of CITY Municipal Code and State and federal law) and for so long as said exclusive rights are enforced by CITY, CONTRACTOR shall pay directly to a CITY -designated third party Custodian ("CUSTODIAN") the sum of $100,000 (one hundred thousand dollars) on an annual basis. Said payments shall be made in quarterly installments of $25,000 (twenty-five thousand dollars) each, and shall be paid regardless of gross revenues collected by CONTRACTOR. Said payments shall not be included as a line item in the annual rate adjustment methodology as outlined in Section 5.05. Quarterly payments shall be due to the CUSTODIAN on the fifteenth (15th) day of March, June, September, and December of each year during which this Section applies. 4.04.4 Other Fees. CITY may set such other fees as it deems necessary. 4.04.5 No acceptance by CITY of any payment shall be construed as an accord that the amount is, in fact, the correct amount, nor shall such acceptance of payment be construed as a release of any claim CITY may have against CONTRACTOR for any additional sums payable under the provisions of this Agreement. All amounts paid shall be subject to independent audit and recompilation by CITY. If, after the audit, such recompilation indicates an underpayment CONTRACTOR shall pay to CITY the amount of the underpayment and shall reimburse CITY for all reasonable costs and expenses incurred in connection with the audit and recompilation within ten (10) Work Days of receipt of written notice from CITY that such is the case. If, after audit, such recompilation indicates an overpayment, CITY shall notify the CONTRACTOR in writing of the amount of the overpayment, less costs and expenses incurred in completion with the audit and recompilation. CONTRACTOR may offset the amounts next due following receipt of such notice by the amount specified therein. ARTICLE 5. COMPENSATION AND RATES 5.01 Collection Service Rates. The CONTRACTOR shall charge Service Recipients the service rates established by CITY under the terms of this Agreement. 5.02 Collection Service Compensation to CONTRACTOR. Collection Service compensation provided for in this Article shall be the full, entire, and complete compensation due to CONTRACTOR pursuant to this Agreement for the provision of Collection Services as set forth herein. 5.03 Collection Service Compensation Elements. Collection Service compensation to the CONTRACTOR shall consist of the following elements; a Collection Compensation Element, a Disposal Compensation Element, a Container Compensation Element, a Fee Compensation Element, a Commercial Recycling Compensation Element, a Recyclable Materials Diversion Compensation Element, an Organic Waste Diversion Compensation Element, a Commercial Food Waste Diversion Compensation Element, a Compost/Mulch Compensation Element, and a Vehicle and Administration Asset Element. January 26, 2024 Page 32 of 86 DRAFT Franchise Agreement 44 5.04 Compensation to CONTRACTOR. CONTRACTOR'S compensation for the Agreement Year that begins July 1, 2022 shall not be less than $26,362,772 as set forth in Exhibit C2 to this Agreement. 5.05 Annual Compensation Adjustments. Beginning on July 1, 2006, and annually thereafter, CONTRACTOR shall, subject to compliance with all provisions of this Article, be eligible to receive an adjustment, in the Compensation Elements as set forth in this Article and Exhibit C2 to this Agreement. 5.05.1 Adjustments to Collection Compensation Element. The Collection Compensation Element adjustment consists of two (2) factors, the Refuse Rate Index (RRI) factor and the annual growth (AG) factor. 5.05.1.1 Refuse Rate Index (RRI) Factor. Effective as of the adjustment of Service rates for July 1, 2010, the RRI factor shall be the lesser of ten percent (10%) or the sum of the weighted percentage change in the Annual Average of each RRI index number between the second (2nd) preceding calendar year (the "Initial Index Number") and the preceding calendar year (the "Subsequent Index Number"), as contained in the most recent release of the source documents listed in Exhibit C3 ("Compensation Adjustment Model"), which is attached to and included in this Agreement. Therefore, the first RRI factor will be based on the percentage change between the Annual Average of the RRI indices for the year ended December 31, 2004 (the second (2nd) preceding calendar year) and the Annual Average of the RRI indices for the year ended December 31, 2005, (the preceding calendar year). The RRI factor shall be calculated using the Compensation Adjustment Model included in Exhibit C3 If, in any given year, the weighted percentage change is a negative value, the RRI factor shall be set at zero percent (0.00%) for that year. For the purpose of calculating Service rate adjustments, the Initial Index Number shall be the number used as the Subsequent Index Number when the service rate adjustment calculation was made the year before. 5.05.1.2 Annual Growth (AG) Factor. Effective as of the adjustment of Service rates for July 1, 2010, the AG factor for each compensation adjustment shall be the percentage change in the beginning Calculated Revenue and the ending Calculated Revenue. If, in any given year, the percentage change is a negative value, the AG factor shall be set at zero percent (0.00%) for that year. 5.05.1.3 Initial Calculation. Calculated Revenue shall be the sum of the product of the Collection Service event census data multiplied by the appropriate Service rate. For purposes of determining the AG factor for the initial compensation adjustment of July 1, 2006, beginning Calculated Revenue shall be calculated using the Collection Service census data as shown on Exhibit C3 and rates as of July 1, 2005 and ending Calculated Revenue shall be calculated January 26, 2024 Page 33 of 86 DRAFT Franchise Agreement 45 5.05.1.4 using the Collection Service census data as of December 31, 2005 and the rates as of July I, 2005. Subsequent Calculations. Calculated Revenue shall be the sum of the product of the Collection Service census data multiplied by the appropriate Service rate. For the purpose of determining the AG factor for all subsequent compensation adjustments, beginning Calculated Revenue shall be calculated using the Collection Service census data as of the second (2nd) preceding January 1 and rates as of the preceding July 1, and ending Calculated Revenue shall be calculated using the Collection Service census data as of the preceding December 31 and the rates as of the preceding July 1. Therefore, to determine the AG factor for the July 1, 2007 compensation adjustment, beginning Calculated Revenue shall be calculatedusing the Collection Service census data as of January 1, 2006 and rates as of July 1, 2006 and ending Calculated Revenue shall be calculated using the Collection Service census data as of December 31, 2006 and the rates as of July 1, 2006. For the purpose of determining the AG factor for the July 1, 2011 compensation adjustment, and annually thereafter, the Service rates shall also include the imputed rates for multi -family and commercial Recycling Bins, which imputed rates shall be the same as the actual rates for the most comparable Solid Waste Collection Service for such customers (by size of Container and frequency of service), and the Collection Service census data shall include census data for multi -family and commercial Recycling Bins. 5.05.1.5 Collection Compensation Element Adjustment. The annual Collection Compensation Element adjustment shall be calculated by multiplying the sum of the Collection Compensation Element minus the Officer Compensation amount as shown in Exhibit C2 times one (1) plus the AG Factor, and multiplying the result (the Collection Compensation Element adjusted for growth) times one (1) plus the RRI factor, and adding the Officer Compensation amount as shown in Exhibit C3. 5.05.2 Adjustments to Disposal Compensation Element. The Disposal Compensation Element adjustment consists of two (2) factors; the approved tip fee (ATF) factor and annual tonnage (AT) factor. 5.05.2.1 Approved Tip Fee Factor. The ATF factor shall be the percentage change in the approved tip fee of the Disposal CONTRACTOR in effect during the first (1st) month of the then current Agreement Year and the approved tip fee to be effective on the first (1st) day of the subsequent Agreement Year. Therefore, the first (1st) ATF factor will be the percentage change in the approved tip fee as of July 1, 2005 and the approved tip fee as of July 1, 2006. January 26, 2024 Page 34 of 86 DRAFT Franchise Agreement 46 5.05.2.2 Annual Tonnage Factor. The AT factor shall be the percentage change in the Prior Calculated Tonnage and the Current Calculated Tonnage. For purposes of the initial compensation adjustment of July 1, 2006, the Prior Calculated Tonnage shall be the tonnage figure submitted by the CONTRACTOR as set forth in Exhibit C2 to this Agreement. The Current Calculated Tonnage shall be the actual tonnage Disposed by the CONTRACTOR at the Disposal Facility for the first six (6) months of the Agreement Year divided by six (6) and multiplied by twelve (12). 5.05.2.3 For all subsequent compensation adjustments, the Prior Calculated Tonnage shall be the prior Current Calculated Tonnage. The Current Calculated Tonnage shall be the actual tonnage disposed by the CONTRACTOR at the Disposal Facility for the preceding twelve months ended December 31. Therefore, the AG factor for the July 1, 2007 compensation adjustment will be the percentage change between the prior Current Calculated Tonnage and the actual tonnage Disposed by the CONTRACTOR at the Disposal Facility for the preceding twelve months ended December 31, 2006 (the Current Calculated Tonnage). 5.05.3 Disposal Compensation Element Adjustment. The annual Disposal Compensation Element adjustment shall be calculated by multiplying the Disposal Compensation Element times (one (1) plus the AT factor) and multiplying the result, (the Disposal Compensation Element adjusted for growth), times (one (1) plus the ATF factor) as shown in Exhibit C3. 5.05.4 Adjustments to Container Compensation Element. The Container Compensation Element represents the amortized cost of Carts and Bins over the life of the Collection Service Agreement and shall not be adjusted except to account for customer growth through the use of the AG factor as set forth in Section 5.05.1.2 above. 5.05.5 Container Compensation Element Adjustment. The annual Container Compensation Element adjustment shall be calculated by multiplying the Container Compensation Element times one (1) plus the AG factor as shown in Exhibit C3. 5.05.6 Fee Compensation Element Adjustment. The Fee Compensation Element shall always be equal to the sum of the Collection Compensation Element, Disposal Compensation Element, and Container Compensation Element (the "base compensation") divided by [1 minus the sum of the then current fee percentages] minus the base compensation. The Fee Compensation Element shall be adjusted annually at such time as the Collection Compensation Element is adjusted or at such time as CITY adjusts the franchise fee or administrative fee percentages or adds a new fee. 5.05.7 Adjustments to Commercial Recycling Compensation Element. The Commercial Recycling Compensation Element consists of two (2) factors: the Refuse Rate Adjustment (RRI) factor and the annual tonnage growth (ATG) factor. The RRI factor shall be determined in the manner described in Section 5.05.1.1. January 26, 2024 Page 35 of 86 DRAFT Franchise Agreement 47 5.05.7.1 Annual Tonnage Growth Factor. Effective as of the adjustment of Service rates for July 1, 2010, the ATG factor for each compensation adjustment shall be the percentage change in commercial Recycling tonnage between the second (2nd) preceding calendar year and the preceding calendar year, as determined by adding the Collection data for MFD and Commercial Recycling Service contained in the monthly Recycling data reports described in Section 18.04.2 and Exhibit D. By way of illustration, the Calendar Year 2007 reported commercial Recycling tonnage is 1,831.62, and the Calendar Year 2006 reported commercial Recycling tonnage is 1,454.34. Therefore, the ATG factor used for the Agreement Year 2008-2009 adjustment to the Commercial Recycling Element is as follows: (1831.62 - 1454.34) / 1454.34 = 0.2594. If in any given year the percentage change is a negative value, the ATG factor shall be set at zero percent (0.00%) for that year. 5.05.7.2 Commercial Recycling Compensation Element Adjustment. The annual Commercial Recycling Compensation Element adjustment shall be calculated by multiplying the Commercial Recycling Compensation Element times one (1) plus the sum of the RRI factor and the ATG factor. For example, if the Commercial Recycling Compensation Element is $100,000, the RRI factor is .045 and the ATG factor is .12, the Commercial Recycling Compensation Element adjustment would be calculated using the following formula: 100,000 (1 + .045 + .12) = $116,500. 5.05.7.3 Commercial Recycling Compensation Element. For the Agreement Year beginning July 1, 2020, the Commercial Recycling Compensation Element shall be $639,330 (the "Initial Element") minus $607,266 (the "Reduction Amount"). The Commercial Recycling Compensation Element for each subsequent Agreement Year shall be calculated with reference to the Initial Element as adjusted each Agreement Year in accordance with Section 5.05.7.2, minus the Reduction Amount. 5.05.8 Adjustments to Recyclable Materials Diversion Compensation Element. Beginning with the compensation adjustment for July 1, 2021, the CITY shall calculate the Recyclable Materials Diversion Compensation Element annually by multiplying (a) the actual tonnage of Recyclable Materials delivered by CONTRACTOR to the Tracy Materials Recovery and Solid Waste Transfer, Inc. (or other MRF used for Processing of Recyclable Materials) in the prior calendar year (January 1- December 31) by (b) the anticipated per -ton tip fee to be charged by such MRF during the subsequent Agreement Year. 5.05.9 Adjustments to Organic Waste Diversion Compensation Element. Beginning with the compensation adjustment forJuly 1, 2021, the CITY shall calculate the Organic Waste Diversion Compensation Element annually by multiplying (a) the actual tonnage of Organic Waste (excluding Commercial Food Waste) delivered by CONTRACTOR to the Organic Waste Processing Facility in the prior calendar year (January 1 - December 31) by (b) the sum of the anticipated per -ton tip fee to be January 26, 2024 Page 36 of 86 DRAFT Franchise Agreement 48 charged by the Organic Waste Processing Facility during the subsequent Agreement Year, plus the expected per -ton haul rate, plus the expected per -ton grinding rate. 5.05.9.1 5.05.9.2 Expected Per -Ton Haul Rate. The expected per -ton haul rate shall equal the per -ton haul rate for the prior calendar year (January 1 — December 31) times one (1) plus the RRI factor, and the haul expenses will be subject to an operating ratio of 90%. Expected Per -Ton Grinding Rate. The expected per -ton grinding rate shall equal the per -ton grinding rate for the prior calendar year (January 1— December 31) times one (1) plus the RRI factor, and the grinding expenses will be subject to an operating ratio of 90%. 5.05.9.3 Per -Ton Tip Fee. The per -ton tip fees charged by the Organic Waste Processing Facility shall in all cases constitute a pass -through cost. 5.05.10 Adjustments to Commercial Food Waste Diversion Compensation Element. Beginning with the compensation adjustment for July 1, 2022, the CITY shall calculate the Commercial Food Waste Diversion Compensation Element annually by (a) multiplying (i) the actual tonnage of Commercial Food Waste delivered by CONTRACTOR to the Organic Waste Processing Facility in the prior calendar year (January 1 - December 31) by (ii) the sum of the anticipated per - ton tip fee (including material contamination surcharges) to be charged by the Organic Waste Processing Facility during the subsequent Agreement Year, plus the expected per ton haul rate, and (b) adding or subtracting, respectively, the amount, if any, by which CONTRACTOR'S actual cost of Diverting Commercial Food Waste during the preceding Agreement Year exceeded or fell short of the Commercial Food Waste Diversion Compensation Element calculated for such Agreement Year to the extent that such excess or shortfall is due to the actual per -ton tip fees charged by the Organic Waste Processing Facility (which may be higher or lower than anticipated based on the quality of the Commercial Food waste delivered to such Facility). 5.05.10.1 Expected Per -Ton Haul Rate. The expected per -ton haul rate shall equal the per -ton haul rate for the prior calendar year (January 1 — December 31) times one (1) plus the RRI factor, and the haul expenses will be subject to an operating ratio of 90%. 5.05.10.2 Per -Ton Tip Fee. The per -ton tip fees charged by the Organic Waste Processing Facility shall in all cases constitute a pass -through cost. 5.05.11 Adjustments to Compost/Mulch Compensation Element. Not later than March 31 of each year, the CITY will determine the quantity of Mulch and/or Compost it wants the CONTRACTOR to obtain for the next Agreement Year, the CONTRACTOR will collect bids for the cost and delivery of such quantity of Mulch and/or Compost, and the results of such bids, using the lowest total cost for such quantity by a single bidder, will constitute the Compost/Mulch Compensation Element for the next Agreement Year. 5.06 Financial Information. On or before March 1, 2006, CONTRACTOR shall deliver to CITY financial information for the specific Services performed under this Agreement for the preceding fiscal period ended December 31, 2005. On or before March 1, 2007 and annually thereafter during January 26, 2024 Page 37 of 86 DRAFT Franchise Agreement 49 the Term of this Agreement, CONTRACTOR shall deliver to CITY financial information for the specific Services performed under this Agreement for the preceding calendar year. Such financial information shall be in the format as set forth in Exhibit C3, or as may be further revised by CITY from time to time. 5.07 Collection Service Census Data. On or before August 20, 2005 and monthly thereafter during the Term of this Agreement, CONTRACTOR shall deliver to CITY, Collection Service census data for all Service Units. 5.07.1 Census data for SFD Service Units shall consist of the number of SFD ServiceUnits receiving SFD Collection Service above the Minimum SFD Collection Service billed bythe CITY. The census data shall be segregated by type of service and as appropriate, Container size, number of Containers, and frequency of Collection. 5.07.2 Census data for MFD, Commercial, C&D, DUSD, and City Service Units shall consist of the number of Service Units receiving MFD, Commercial, C&D, DUSD or City Collection Service during the preceding month. The census data shall be segregated by type ofservice and as appropriate, Container size, number of Containers, and frequency of Collection. 5.08 CONTRACTOR shall deliver to CITY a listing of the actual tonnage Disposed by the CONTRACTOR at the Disposal Facility for the preceding month sorted between SFD, MFD Commercial and City Service Units and between Roll -Off Containers and all other Containers to the extent practical. 5.09 Rounding. Annual adjustments 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. The indices shall be truncated at four (4) decimal places for the adjustment calculations. 5.10 Extraordinary Circumstances. If CONTRACTOR fails to submit the financial, customer base, or tonnage data in the required format and time due, it is agreed that CONTRACTOR shall be deemed to have waived the next scheduled Collection Compensation Element adjustment. 5.10.1 However, if CONTRACTOR'S failure to submit the data required under this Article is the result of extraordinary or unusual circumstances as demonstrated by CONTRACTOR to the satisfaction of the City Representative, CITY, at its sole discretion, may consider the request for the annual Collection Compensation Element adjustment. 5.11 Extraordinary Adjustment 5.11.1 CONTRACTOR may petition the CITY in writing at any time for an additional compensation adjustment on the basis of extraordinary and unusual changes in the costs of operations or programs that satisfy all of the following conditions: (i) materially alters CONTRACTOR'S operations or overall costs; (ii) could not reasonably have been foreseen by a prudent operator; (iii) which, by all reasonable expectations will continue for a period of at least six (6) months; and (iv) is not addressed pursuant to Article 27. CONTRACTOR'S request shall contain substantial proof and justification to support the need for the compensation adjustment. The CITY may request from the CONTRACTOR such further information as it deems necessary to fully evaluate the request and make its January 26, 2024 Page 38 of 86 DRAFT Franchise Agreement 50 determination. The CITY shall in the exercise of its reasonable discretion approve or deny the request, in whole or in part, within sixty (60) calendar days of receipt of the written request and all other additional information requested by the CITY. 5.11.2 No Extraordinary Adjustment shall occur or additional compensation be provided due to the CONTRACTOR'S use of any facility or service provider other than as set forth in Article 1, Exhibits F, and Exhibit G of this Agreement. Nor shall a variation from the CONTRACTOR'S estimate for equipment and personnel required, or the tonnages of Solid Waste, Recyclable Materials or Organic Waste be Collected, Processed or Disposed provide a basis for an increase in compensation through an Extraordinary Adjustment or otherwise, except as specifically provided for by the Annual Compensation Adjustment Process set forth in Section 5.05. 5.12 Calculation of Service Rates. CITY shall calculate, set, and maintain service rates at a level, based on the revenue forecasted to be received by CONTRACTOR from charging such rates that can reasonably be expected to provide compensation to the CONTRACTOR as calculated in Section 5.05 above. However, the calculation of forecasted revenue shall not include forecasts for multi- family or Commercial Recycling Services, or for Services provided to CITY. 5.13 Initial Calculation. In preparing the initial service rate calculations, CITY shall use the event census data shown on Exhibit C3. As part of the rate calculation process, CITY shall provide the rate calculations and assumptions to the CONTRACTOR for their review. However, the final decision of the rate structure rests solely with the CITY. 5.13.1 Subsequent Calculations. In preparing subsequent service rate calculations, CITY shall use either the census data as of the preceding December 31 or the most recent census data available as of any date after such December 31. As part of the rate calculation process, CITY shall provide the rate calculations and assumptions to the CONTRACTOR for their review. However, authority to prepare and determine rate structures shall be at the sole discretion of the CITY. 5.14 Compensation Variances. CONTRACTOR shall retain any compensation in excess of that calculated in Section 5.05 above and shall not be entitled to any additional revenues if compensation is less than calculated in Section 5.05 above. 5.15 DUSD Service Rates. The rates established for DUSD Solid Waste Collection Services shall be capped at fifty percent (50%) of the regular rate for Commercial Solid Waste Collection Service for each corresponding service level. Additionally, DUSD Organics Collection Service shall be provided to DUSD Service Units at no cost. Notwithstanding the established rates changed to DUSD Service Units for DUSD Solid Waste Collection Services, the calculation of the AG Factor as outlined in Section 5.05.1 shall be made using one -hundred percent (100%) of the regular Commercial Solid Waste Collection Service rate multiplied by the appropriate census data, and the rate used for AG Factor revenue calculation for DUSD Organics Collection Services shall be seventy-five (75%) of the regular Commercial Solid Waste Collection Service rate. For the purposes of forecasting the revenue generated for DUSD Solid Waste Collection Services, the rate used shall be fifty percent (50%) of the regular Commercial Solid Waste Collection Service rate, and no rate shall be used for forecasting revenue for DUSD Organics Collection Service. Beginning with the rate adjustment on July 1, 2013, and annually thereafter, CONTRACTOR agrees that the required Collection Service Compensation shall be reduced by forty-eight January 26, 2024 Page 39 of 86 DRAFT Franchise Agreement 51 thousand seven -hundred and eighty-five dollars ($48,875), offsetting the cost of DUSD Solid Waste Collection Services. 5.16 Commercial Organics Service Rates. The rates established for Commercial Organics Collection Service shall be capped at fifty percent (50%) of the regular Commercial Solid Waste Collection Service rate for each corresponding service level. Notwithstanding the established rates charged for Commercial Organics Collection Services, the calculation of the AG Factor as outlined in Section 5.05.1 shall be made using seventy-five percent (75%) of the regular Commercial Solid Waste Collection Service rate multiplied by the appropriate census data. For Agreement Year 8, beginning July 1, 2012, a flat rate of $75,000 shall be added to the rate model as a cost recovery mechanism for Commercial Organics Collection Service, which $75,000 shall be removed from subsequent rate calculations. For the purposes of forecasting the revenue generated for Commercial Organics Collection Services, the rate used shall be fifty percent (50%) of the regular Commercial Solid Waste Collection Service rate. 5.17 C&D Collection Service Rates. The initial rates for C&D Collection Service shall be established by CITY as set forth by City of Dublin Resolution 136-12 attached hereto as Exhibit 12 to this Agreement. The rates for C&D Collection Service shall be adjusted at the same times and by the same percentages as the rates for Commercial Solid Waste Collection Service are adjusted except for extraordinary adjustments in which case, the CITY may direct the adjustment of rates for a particular class of customers based on the conditions giving rise to the extraordinary adjustment. 5.18 Vehicle and Administration Asset Element. For the Agreement Year beginning July 1, 2020, the Vehicle and Administration Asset Element (the "Baseline Vehicle and Administration Asset Element") shall be $1,595,575, which includes depreciation, interest expense, and operating ratio on the assets acquired before June 30, 2020 and estimated expenses associated with assets to be acquired as set forth in Exhibit 13 to this Agreement. The portion of this Element reflected on Exhibit 13 includes (a) depreciation of the estimated purchase price of new vehicles acquired in equal annual amounts over the remaining Term of this Agreement, (b) estimated interest expense over the periods for which an interest expense is scheduled, and (c) operating ratio on the purchase price and interest for the periods for which they are included. During the first and every subsequent compensation review under Section 27.07, the CITY will review CONTRACTOR'S expenses associated with the actual asset acquisitions included in Exhibit 13 and make corresponding adjustments in Rates to reflect those actual expenses in accordance with the new Exhibit referred to in Section 27.07 below (as further adjusted under this Section 5.18 and Section 5.18.1 below). 5.18.1 Adjustments to Vehicle and Administration Asset Element. From the Agreement Year that begins on July 1, 2021 until the Agreement Year that begins on July 1, 2029, CONTRACTOR may request, no more than once per Agreement Year, that the CITY consider the addition of vehicle or administration assets to the Baseline Vehicle and Administration Asset Element. In conjunction with such requests, CONTRACTOR shall provide (a) a narrative justification for the ratepayer -funded acquisition, including whether or not the acquisition replaces an existing asset; (b) a proposed estimated or actual cost of the acquisition (including interest or other financing costs); and (c) a proposed schedule for amortization of the asset in the Baseline Vehicle and Administration Asset Element. If an asset is replaced, January 26, 2024 Page 40 of 86 DRAFT Franchise Agreement 52 any remaining amortization or depreciation associated with the replaced asset shall be removed from the Baseline Vehicle and Administration Asset Element. Unless the CITY accepts CONTRACTOR'S request as proposed, the PARTIES shall meet and confer to attempt to reach agreement on the need for the asset, the costs of the acquisition, and the amortization schedule. The PARTIES shall consider and analyze the useful life of the asset in relationship to the remaining Term and how to address depreciation of any assets that will have a useful life that extends beyond the remaining Term. In the event that the PARTIES fail to reach agreement on the need for the asset, the costs of its acquisition, or the amortization schedule during the meet and confer process, CONTRACTOR may elect to either withdraw all or any portion of the request or allow the City Manager to make the final determination. ARTICLE 6. DIVERSION REQUIREMENTS 6.01 Minimum Requirements. CONTRACTOR shall perform Services under this Agreement in a manner which supports the CITY'S environmental goals, and at all times complies with and supports the Alameda County Mandatory Recycling Ordinance and SB 1383. This includes, but is not limited to, providing Services, education, and outreach to customers and in the community which promote source reduction, reuse, Recycling, Composting, and other methods to reduce landfill Disposal. CONTRACTOR is expected to suggest opportunities for customers to reduce their Solid Waste subscription levels and increase landfill Diversion through reducing, Recycling or Composting their materials. CONTRACTOR shall use commercially reasonable efforts to achieve the following minimum annual Diversion rates: By Agreement year beginning July 1, 2022: • Materials Collected from single-family, multi -family, and Commercial customers: fifty percent (50%) Diversion. By Agreement year beginning July 1, 2023: • Materials Collected from single-family, multi -family, and Commercial customers: sixty percent (60%) Diversion. By Agreement year beginning July 1, 2024: • Materials Collected from single-family, multi -family, and Commercial customers: sixty five percent (65%) Diversion. By the Agreement Year beginning July 1, 2025: • Materials Collected from single-family, multi -family, and Commercial customers: seventy-five percent (75%) Diversion; and • C&D Debris Collected: ninety percent (90%) of Portland cement concrete and asphalt concrete, taking into account only C&D projects where CONTRACTOR Collects all materials; and • At least seventy-five percent (75%) of the remaining C&D (except as otherwise provided in the CITY Municipal Code), taking into account only C&D projects where CONTRACTOR Collects all January 26, 2024 Page 41 of 86 DRAFT Franchise Agreement 53 materials. The PARTIES shall meet annually within sixty (60) days of the due date for the annual report to discuss CONTRACTOR'S progress toward meeting the minimum annual Diversion rates for each Agreement Year listed above. CITY may also consider the activities of third parties where data for such activities is available, including but not limited to Edible Food Recovery Organizations and large volume back- or self -haulers, when evaluating CONTRACTOR'S progress towards meeting annual Diversion rates for each Agreement Year listed above. If necessary to ensure adequate progress, CITY may establish reasonable interim Diversion rate objectives. 6.02 Failure To Meet Minimum Requirements. CONTRACTOR'S failure to meet the minimum Diversion rates set forth in Section 6.01 above due to CONTRACTOR'S failure to use commercially reasonable efforts to achieve such rates may result in the termination of this Agreement or the imposition of liquidated damages. In determining whether or not to assess liquidated damages or terminate the Agreement, the CITY will consider the good faith efforts put forth by the CONTRACTOR to meet the minimum Diversion rates. This consideration will include the methods and level of effort of the CONTRACTOR to fully implement the public education and Diversion plans attached to and included in this Agreement as Exhibits 8 and 9, respectively. The CONTRACTOR shall be held to the standards of an effective, professional, and prudently designed and operated Diversion and public educational program within a similar municipal jurisdiction. ARTICLE 7. SERVICE UNITS 7.01 Service Units. Service Units shall include all the following categories of premises, which are in the Service Area as of July 1, 2012, 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: • SFD Service Units • MFD Service Units • Commercial Service Units • Commercial Organic Service Units • City Service Units • C&D Service Units • DUSD Service Units Any question as to whether a premises falls within one of these categories shall be determined by the City Representative and the determination of the City Representative shall be final. 7.02 Service Unit Changes. The CITY and CONTRACTOR acknowledge that during the Term of this Agreement it may be necessary or desirable to add or remove Service Units for which CONTRACTOR will provide Collection Services, including through the provision of waivers to Service Units as described in Section 3.20, provided that this is done in accordance with SB 1383 and the CITY Municipal Code. January 26, 2024 Page 42 of 86 DRAFT Franchise Agreement 54 7.02.1 Additions and Deletions. CONTRACTOR shall provide Services described in this Agreement to new Service Units within five (5) Work Days of receipt of notice from the CITY ornew Service Unit to begin such service. 7.03 Annexation. If during the life of the Agreement, additional territory is acquired by the CITY through annexation, 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 shall begin within five (5) Work Days of receipt of written notice from the CITY. CONTRACTOR shall not begin Collection Service without written authorization from the CITY. 7.04 Route Map Update. CONTRACTOR shall revise the Service Unit route maps to show the addition of Service Units added due to annexation and shall provide such revised maps to the City Representative as requested. ARTICLE 8. SFD COLLECTION SERVICES 8.01 SFD Collection Services. CONTRACTOR shall provide SFD Collection Service to all SFD Service Units in the Service Area in accordance with the terms and conditions of this Article and Exhibit B1. SFD Organic Collection Service shall be provided to all SFD Service Units in the Service Area no later than May 1, 2023. 8.02 On -Premises Service. Notwithstanding any term or definition set forth in this Agreement, CONTRACTOR shall provide on -premises Collection of Solid Waste, Recyclable Materials, and Residential Organic Waste to a SFD Service Unit if all adult Service Recipients residing therein have disabilities that prevent them from setting their Garbage, Recycling or Organic Waste Cart at the curb for Collection and if a request for on -premises service has been made to, and approved by, the City Representative in the manner required by CITY. The City Representative shall notify the CONTRACTOR in writing of any SFD Service Units requiring on -premises service, along with the date such service is to begin. No additional monies shall be due to the CONTRACTOR for the provision of on -premises service. 8.03 Non -Collection. Except as set forth in Sections 8.05 and 8.06, CONTRACTOR shall not be required to Collect any Solid Waste, Recyclable Material, or Organic Waste that is not properly placed in a Cart. In the event of improper set -out or identification of Prohibited Container Contaminants, CONTRACTOR shall respond in accordance with Section 16.08. 8.04 Overages. In the event the Recycling Cart is full, corrugated cardboard that is of a size to fit in an empty Recycling Cart may be placed beside the Recycling Cart for Collection. CONTRACTOR shall handle chronic overflow issues in the same manner described in Section 9.01.3. 8.05 Curbside Holiday Tree Collection. CONTRACTOR shall Collect holiday trees from all SFD Service Units in accordance with Exhibit B1 to supplement, but not replace, the collection program offered by the Boy Scouts in the CITY. 8.06 Large Item Collection Service. The CONTRACTOR shall provide Large Item Collection Service for SFD Service Units in accordance with Exhibit B1. 8.07 Used Oil Collection Service. The CONTRACTOR shall provide Used Oil Collection Service to SFD Service Units in accordance with Exhibit B1. January 26, 2024 Page 43 of 86 DRAFT Franchise Agreement 55 8.08 Quarterly Textile Collection. CONTRACTOR shall collect Textiles from SFD Service Units on a quarterly basis, in accordance with Exhibit B1. 8.09 Household Battery Collection. CONTRACTOR shall collect Household Batteries from SFD Service Units, in accordance with Exhibit B1. ARTICLE 9. MFD COLLECTION SERVICES 9.01 MFD Collection Services. The CONTRACTOR shall provide MFD Solid Waste Collection Service, MFD Recycling Service, and MFD Organic Waste Service to all MFD Service Units in the Service Area, in accordance with this Section and Exhibit B2. MFD Organics Service and MFD Recycling Service shall be provided to all MFD Service Units in the Service Area no later than May 1, 2023. 9.01.1 Accessibility. CONTRACTOR shall Collect all Solid Waste, Organic Waste, and Recyclable Materials Bins or Carts that are readily accessible to the CONTRACTOR'S crew and vehicles and not blocked. However, CONTRACTOR shall provide "push services" as necessary during the provision of MFD Collection Services; provided, however, such services must be capable of being performed by a single individual. Push services shall include, but not be 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. 9.01.1.1 In the event that the "push service" for Cart or Bins is not capable of being performed safely by a single individual, CONTRACTOR may refuse to provide the "push service" until the MFD Service Unit reconfigures its waste amongst its current Containers and/or subscribes to additional service. The CONTRACTOR shall notify the City Representative daily, either by Fax or e-mail, of all situations that prevent or hinder Collection from any MFD Service Unit. 9.01.2 Non -Collection. CONTRACTOR shall not be required to Collect any Solid Waste, Organic Waste, or Recyclable Materials that are not placed in a Container unless such Solid Waste, Organic Waste, or Recyclable Material is outside the Bin or Cart as a result of overflow. In the event of improper set -out or identification of Prohibited Container Contaminants, CONTRACTOR shall respond in accordance with Section 16.08. 9.01.3 Overflow. In the case of repeated overflows of Solid Waste, Organic Waste, or Recyclable Material, CONTRACTOR shall contact the MFD Service Unit management to arrange for an appropriate change in Bin or Cart size, Collection frequency or both. In the event. CONTRACTOR cannot successfully contact the MFD Service Unit management after three (3) attempts, or cannot reach an agreement with such management regarding the change in service, CONTRACTOR shall advise the City Representative, either by Fax or e-mail, of the details of the overages, and the attempts at communication with the MFD Service Unit management. The City Representative shall respond to CONTRACTOR' s report and make a final written determination of service level updates needed to address the overflow, comply with Applicable Law, or other such reason designated by the City Representative. City Representative may, but January 26, 2024 Page 44 of 86 DRAFT Franchise Agreement 56 is not obligated to, conduct further review and inspection to verify the MFD Service Unit's conditions. Within five (5) Work Days of receipt of the City Representative's written determination, CONTRACTOR shall change the Collection Service in accordance with such written determination. 9.02 Large Item Collection Service. The CONTRACTOR shall provide Large Item Collection Service to all MFD Service Units in accordance with Exhibit B2 and Exhibit H. 9.03 Used Oil and Filter Collection Service. The CONTRACTOR shall provide Used Oil and Filter Collection Service to all participating MFD Service Units in accordance with Exhibit B2. 9.04 Quarterly Textile Collection. CONTRACTOR shall Collect Textiles on a quarterly basis from MFD Service Units, in accordance with Exhibit B2. 9.05 Monthly Household Battery Collection. CONTRACTOR shall collect Household Batteries placed in the CONTRACTOR provided Household Battery Collection boxes on an on -call basis no less frequently than one (1) time per month from MFD Service Units, in accordance with Exhibit B2. ARTICLE 10. COMMERCIAL COLLECTION SERVICES 10.01 Commercial Collection Services. The CONTRACTOR shall provide Commercial Collection Service to all Commercial Service Units in the Service Area in accordance with this Section and Exhibit B3. Commercial Organic Collection Service and Commercial Recycling Service shall be provided to all Commercial Service Units in the Service Area no later than May 1, 2023. 10.01.1 Service Level. Each service shall be provided at the frequency and service levels specified in Exhibit B3. The City Representative retains the right to require a specific service level to address service issues for certain Commercial Service Recipients, such as: overflow, compliance with Applicable Law, or other such reason designated by the City Representative. City Representative or their designee, such as StopWaste, may, but is not obligated to, conduct further review and inspection to verify the Commercial Service Recipient's conditions. Within five (5) Work Days of receipt of the City Representative's written determination, CONTRACTOR shall change the Collection service frequency and/or Container size in accordance with such written determination 10.01.2 Accessibility. CONTRACTOR shall Collect all Bins and Carts that are readily accessible to the CONTRACTOR'S crew and vehicles and not blocked. However, CONTRACTOR shall provide "push services" as necessary during the provision of Commercial Collection Services; provided, however, such services must be capable of being performed by a single individual. Push services shall include, but not be 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. 10.01.2.1 In the event that the "push service" for Cart or Bins is not capable of being performed safely by a single individual, CONTRACTOR may refuse to provide the "push service" until the Commercial Service Unit reconfigures its waste amongst its current Containers and/or subscribes to additional service. The CONTRACTOR shall notify the January 26, 2024 Page 45 of 86 DRAFT Franchise Agreement 57 City Representative daily, either by Fax or e-mail, of all situations that prevent or hinder Collection from any Commercial Service Unit. 10.01.3 Non -Collection. CONTRACTOR shall not be required to Collect any Solid Waste, Recyclable Materials, or Commercial Organic Waste that are not placed in a Container unless such Solid Waste, Organic Waste, or Recyclable Material is outside the Container as a result of overflow. In the event of improper set -out or identification of Prohibited Container Contaminants, CONTRACTOR shall respond in accordance with Section 16.08. 10.01.4 Overflow. In the case of repeated overflows of Solid Waste or Recyclable Material CONTRACTOR shall contact the Commercial Service Unit management to arrange for an appropriate change in Bin or Cart size, Collection frequency or both. In the event. CONTRACTOR cannot successfully contact the Commercial Service Unit management after three (3) attempts, or cannot reach an agreement with such management regarding the change in service, CONTRACTOR shall advise the City Representative, either by Fax or e-mail, of the details of the overages, and the attempts at communication with the Commercial Service Unit management. The City Representative shall respond to CONTRACTOR'S report and make a final written determination of service level updates needed to address the overflow, comply with Applicable Law, or other such reason designated by the City Representative. City Representative or their designee, such as StopWaste, may, but is not obligated to, conduct further review and inspection to verify the Commercial Service Recipient's conditions. Within five (5) Work Days of receipt of the City Representative's written determination, CONTRACTOR shall change the Collection Service in accordance with such written determination. 10.02 Commercial Waste Audits. CONTRACTOR'S full-time Recycling Coordinator shall develop an annual Commercial Waste audit plan and submit the plan to the CITY for review no later than July 1, annually. The plan, as approved by the CITY, shall include information indicating each Commercial Service Unit's Recycling potential and the savings probable from increasing Recycling. Upon approval by the CITY, the annual plan shall be implemented by the CONTRACTOR. At a minimum the plan shall include the audit of at least two (2) and as many as five (5) Commercial Service Units per day depending on the needs of the commercial community, averaging a minimum of forty-four (44) per month. The audits shall be designed to analyze the amount of Prohibited Container Contaminants being deposited in each Container type in order to develop an effective strategy for reducing the amount of Prohibited Container Contaminants and the amount of Organic Waste and Recyclable Materials and Organic Waste Disposed. 10.02.1 Commercial Waste Audit Form. The CONTRACTOR shall develop a Commercial Waste Audit form and submit it to the CITY for approval. The form shall indicate the results of each Commercial Waste Audit performed. The Commercial Waste Audit form shall include, but not be limited to, the name of the Service Recipient, date of the Commercial Waste Audit, Person conducting the Commercial Waste Audit, an estimate of the weight of Recyclable Materials and Commercial Organic Waste Disposed of in Solid Waste Bins and Containers, and the probable savings a Service Recipient would realize by both increasing the use of the Commercial Recycling Service and the Commercial Organic Collection Service and decreasing the use of the Commercial Solid Waste Collection Service. Upon completion of January 26, 2024 Page 46 of 86 DRAFT Franchise Agreement 58 each Commercial Waste Audit, a copy thereof shall be submitted to the corresponding Service Recipient. The CONTRACTOR shall retain a copy of each Commercial Waste Audit so performed throughout the Term of the Agreement. ARTICLE 11. CITY COLLECTION SERVICES 11.01 City Collection Services. CONTRACTOR shall provide CITY with City Collection Service, and Roll - Off Container Service to all City Service Units in the Service Area at no additional cost to CITY, in accordance with Exhibit B4. City Organics Collection Service and City Recycling Service shall be provided to all City Service Units in the Service Area within six (6) months of the Effective Date of the Agreement. 11.01.1 Accessibility. CONTRACTOR shall Collect all Bins and Carts that are readily accessible to the CONTRACTOR'S crew and vehicles and not blocked. However, CONTRACTOR shall provide "push services" as necessary during the provision of City Collection Services, provided that CONTRACTOR shall not be required to push Bins or Carts more than six (6) feet from their storage location. Push services shall include, but not be limited to, dismounting from the Collection vehicle, moving the Bins or Carts from their storage locationfor Collection and returning the Bins or Carts to their storage location. 11.01.1.1 The CONTRACTOR may notify the City Representative daily, either by Fax or e-mail, of all situations that prevent or hinder Collection from any City Service Unit. 11.02 Roll -Off Container Service. CONTRACTOR shall provide Roll -Off Container Service to the CITY in accordance with Exhibit B4. 11.03 Neighborhood Clean -Up Services. CONTRACTOR shall provide Neighborhood Clean -Up Services in accordance with Exhibit B4. 11.04 Collection of CITY Containers. CONTRACTOR shall provide Collection, Transporting and Disposal or Processing service to those public Containers specified in Exhibit B4. 11.05 CITY Sponsored Events. CONTRACTOR shall provide Solid Waste, Recyclable Materials, and Organic Waste Collection Service, and portable restroom service for CITY sponsored events in accordance with Exhibits B4 and B5. 11.06 HHW Drop -Off Events. CITY shall determine a reasonable date for the annual drop-off event to accept HHW from residents of the CITY in accordance with Exhibit B4. CONTRACTOR shall be responsible for promoting managing, staffing, and operating of the annual drop-off event In the event that the CONTRACTOR is unable to host the annual drop-off event in a given year, CONTRACTOR shall host two events in the following year at no additional cost to the CITY. 11.07 Abandoned Waste. CONTRACTOR shall monitor and provide Collection Service for Solid Waste, Recyclable Material, C&D, and/or Organic Waste that has been abandoned in the CITY, in accordance with Exhibit B4. January 26, 2024 Page 47 of 86 DRAFT Franchise Agreement 59 ARTICLE 12. COLLECTION ROUTES 12.01 Collection Routes. Ninety (90) days prior to commencement of Collection Services, the CONTRACTOR shall provide the CITY with maps precisely defining Collection routes, together with the days and the times at which Collection shall regularly commence. To the extent possible, CONTRACTOR will provide the map data in a GIS format that is compatible with the format used by the CITY. 12.02 Subsequent Collection Route Changes. The CONTRACTOR shall submit to the CITY, in writing, any proposed route change (including maps thereof) not less than sixty (60) calendar days prior to the proposed date of implementation. To the extent possible, CONTRACTOR will provide the map data in a GIS format that is compatible with the format used by the CITY. The CONTRACTOR shall not implement any route changes without the prior review of the City Representative. If the route change will change the Collection day for a Service Recipient, the CONTRACTOR shall notify those Service Recipients in writing of route changes not less than thirty (30) days before the proposed date of implementation. 12.02.1 Collection Route Audits. The CITY reserves the right to conduct audits of CONTRACTOR'S Collection routes. The CONTRACTOR shall cooperate with the CITY in connection therewith, including permitting CITY employees or agents, designated by the City Representative, to ride in the Collection vehicles in order to conduct the audits. The CONTRACTOR shall have no responsibility or liability for the salary, wages, benefits, or worker compensation claims of any Person designated by the City Representative to conduct such audits. ARTICLE 13. INTENTIONALLY BLANK. Reserved. ARTICLE 14. COLLECTION EQUIPMENT 14.01 Equipment Specifications. 14.01.1 General Provisions. All equipment used by CONTRACTOR in the performanceof Services under this Agreement shall be of a high quality. The vehicles shall be designed and operated so as to prevent Collected materials from escaping from the 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 vehicles. All trucks and Containers shall be watertight and shall be operated so that liquids do not spill during Collection or in transit. 14.01.2 All Collection Service vehicles utilized by CONTRACTOR pursuant to this Agreement shall provide fully -automated Collection Service except where such service is not feasible because of topographic or other physical factors. Where fully -automated Collection Service is not feasible, CONTRACTOR shall consult with the City Representative regarding the Collection Service equipment to be utilized. 14.01.3 Alternate Fuel Vehicles. CONTRACTOR'S fuel -based Collection Service vehicles shall utilize Compressed Natural Gas, Clean Diesel, or SB 1383-Qualified January 26, 2024 Page 48 of 86 DRAFT Franchise Agreement 60 Renewable Natural Gas (RNG) as a fuel. During the Term of this Agreement, to the extent required by law, CONTRACTOR shall convert and/or retrofit its Collection Service vehicles to be in full compliance with local, State, and federal clean air requirements that are adopted during the Term. The Parties acknowledge the requirements of the Advanced Clean Fleet Rule adopted by the California Air Resources Board in 2023 that requires all heavy duty fleets in California to transition to a zero emissions standard. CONTRACTOR shall have a third party fleet expert, approved by the City, prepare and a zero emission fleet transition plan that considers the common ownership requirements for fleets, minimizes the cost impact of any such implementation by phasing the most expensive and technologically risky purchases as late as possible, and allocates the cost of fleet compliance among the common ownership fleet on a per vehicle basis so that the fleet serving the CITY is not disproportionately burdened by early transition. CONRACTOR shall obtain written approval by the City of the initial fleet transition plan prior to implementing such plan. CONTRACTOR shall additionally seek advance written CITY approval for all vehicles planned to be purchased in a given calendar year. In the event that there changes in costs of vehicles, technology availability, or charging infrastructure or if there is any change in the regulation compared to the original plan, CITY may request that CONTRACTOR revise the fleet transition plan to reflect the improved economics, technology, or implementation schedule, as appropriate. CONTRACTOR shall be entitled to additional compensation for the changes (increases and decreases) in cost associated with implementation of zero emissions vehicles, charging infrastructure, fueling/charging, maintenance, and associated interest expenses and all such changes in compensation shall be subject to the provisions of Section 5.18.1. While this Section does not require the immediate use of SB 1383-Qualified RNG in the CONTRACTOR'S vehicles, CONTRACTOR acknowledges the importance of this to the CITY'S compliance with SB 1383 recovered Organic Waste product procurement requirements and CONTRACTOR shall continue to review the potential for this fueling option throughout the Term of the Agreement. CONTRACTOR shall annually investigate the ability to procure SB 1383-Qualified RNG with their fueling provider and will implement the use of such fuel to the maximum available extent provided that the premium cost of SB 1383-Qualified RNG does not cause CONTRACTOR'S total fuel expense to increase by more than ten percent (10%). CONTRACTOR shall make best efforts to seek and utilize SB 1383-Qualified RNG that is purchased through a wheeling agreement with a party(ies), provided that the wheeling agreement is for purchase of gas derived from Regulated Organic Waste that has been Diverted from a landfill and Processed at an in -vessel digestion Facility that is permitted or otherwise authorized by 14 CCR Section 18993.1(h) to Recycle and recover Regulated Organic Waste and meets SB 1383 requirements. CONTRACTOR shall maintain records of the amount of SB 1383-Qualified RNG purchased and shall report this information in accordance with Article 18. The CITY retains the right to report this SB 1383-Qualified RNG usage toward the CITY'S fulfilment of its annual recovered Organic Waste product procurement target in accordance with 14 CCR Section 18993.1. January 26, 2024 Page 49 of 86 DRAFT Franchise Agreement 61 14.01.4 Lubricants. Except as approved in writing by the City Representative on an individual vehicle basis, CONTRACTOR shall utilize re -refined motor oil and re - refined hydraulic oil in all vehicles used in CONTRACTORS performance of this Agreement unless the use of such lubricants would void the manufacturer's warranty. 14.01.5 Large Items. Vehicles used for Collection of Large Items shall not use Compactor mechanisms or mechanical handling equipment that may damage reusable goods or release Freon or other gases from pressurized appliances. 14.01.6 Safety Markings. All Collection equipment used by COLLECTOR shall have appropriate safety markings including, but not limited to, highway lighting, flashing and warning lights, clearance lights, and warning flags. All such safety markings shall be subject to the approval of the CITY and shall be in accordance with the requirements of the California Vehicle Code, as may be amended from time to time. 14.01.7 Vehicle Signage and Painting. Collection vehicles shall be painted and numbered consecutively without repetition and shall have the 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 shall be permitted other than the name of the CONTRACTOR except promotional advertisement of the Recyclable Materials and Organic Waste programs. CONTRACTOR shall 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 CityRepresentative. 14.01.8 Bin Signage, Painting. and Cleaning. All metal Bins of any service type furnished by the CONTRACTOR shall be painted and galvanized. All Bins shall display the CONTRACTOR'S name, CONTRACTOR'S customer service telephone number, and the numberof the Bin, shall be kept in a clean and sanitary condition, and shall comply with the Container color and labeling standards set forth in Section 14.01.9. Such Bins as are provided by the CONTRACTOR shall be steam cleaned by the CONTRACTOR as frequently as necessary to maintain them in a sanitary condition and in a manner that does not allow discharge of wash water into the storm drain system. Bins will be subject to periodic, unscheduled inspections by the CITY and determination as to sanitary condition shall be made by the CITY. 14.01.9 Container Colors and Labeling. On and after the Effective Date, all new or replacement Containers shall comply with the color and labeling requirements of this Section. Colors shall be colorfast and resistant to fading as a result of weathering or ultraviolet degradation. The lids and bodies shall be uniform for each Container type, as follows: • Carts. Solid Waste Carts shall have gray bodies and gray lids; Recyclable Materials Carts shall have gray bodies and blue lids; and, Organic Waste Carts shall have green bodies and green lids. • Bins. Solid Waste Bins shall have gray bodies and gray lids, Recyclable Materials Bins shall have blue bodies and blue lids, and Organic Waste Bins shall have green bodies and green lids. January 26, 2024 Page 50 of 86 DRAFT Franchise Agreement 62 • Roll -Off Containers. Solid Waste Roll -Off Containers shall have gray bodies; Recyclable Materials Roll -Off Containers shall have blue bodies; and, Organic Waste Roll -Off Containers shall have green bodies. • C&D Containers. Containers for Collection of C&D may be in any color, other than gray, black, green, brown, or blue, and provided that the C&D Container colors are consistent for all C&D Containers. The C&D Container color shall be proposed by the CONTRACTOR and reviewed and approved by the CITY'S Contract Manager prior to CONTRACTOR'S procurement of such Containers. • Hardware. Hardware such as hinges and wheels on the Containers may be a different color than specified above. 14.01.10 Container Labeling. CONTRACTOR shall obtain written approval from the CITY on the proposed Container labels prior to procuring or distributing new or replacement Containers or relabeling existing Containers, if applicable. All new Containers shall have SB 1383-compliant labels that comply with the requirements set forth in 14 CCR Section 18984.8. 14.01.11 Transition to Compliant Containers. Notwithstanding Section 14.01.09, the CONTRACTOR shall not be required to replace functional Containers, including Containers purchased prior to the Effective Date, that do not comply with the color requirements of this Section prior to the end of the useful life of those Containers, or prior to January 1, 2036, whichever comes first. CONTRACTOR shall obtain the CITY'S written approval of all Container material, design, colors, labeling, and other specifications before acquisition, painting, labeling, or distribution occurs. • Roll -Off Containers and Bins. CONTRACTOR shall use magnetic, decal, or otherwise temporary signage on existing Bins and Roll -Off Containers that are not compliant with the color requirements of Section 14.01.9, until such Containers are replaced in accordance with this Section. Temporary signage for Bins and Roll -Off Containers shall be color -coded by material type, in alignment with the colors specified in Section 14.01.09, and shall include the labeling information specified in Section 14.01.10. • CONTRACTOR'S public education materials shall depict all Container types that may be in service at the time the education materials are distributed (e.g., if an existing Container color is non -compliant and will be transitioned to a new Container, both the current and future Containers will be pictured and described on the education material). CONTRACTOR'S public education materials shall clearly distinguish each Container and explain the accepted and prohibited material types in each Container. • CONTRACTOR shall notify Service Recipients at least two (2) weeks prior to removing and replacing Containers. After delivering the new Container, CONTRACTOR shall provide a follow-up notice to each Service Recipient within one (1) Work Day, explaining that their Container has been replaced, and which materials are accepted and prohibited in each Container type. 14.02 Collection Vehicle Noise Level. All Collection operations shall be conducted as quietly as possible and shall conform to applicable Federal, State, County, and CITY noise level regulations, including the requirement of Chapter 5.28 of the CITY Municipal Code. In the event of repeat January 26, 2024 Page 51 of 86 DRAFT Franchise Agreement 63 occurrences of noise levels in excess of the limit specified in the CITY Municipal Code, CONTRACTOR shall pay liquidated damages in accordance with Article 22. 14.03 Vehicle Registration, Licensing and Inspection. On or before July 1, 2005 and annually thereafter during the Term of this Agreement, CONTRACTOR shall submit documentation to the CITY Representative to verify that each of the CONTRACTOR'S Collection vehicles is in compliance with all registration, licensing and inspection requirements of the California Highway Patrol, the California Department of Motor Vehicles (DMV), and any other Applicable Laws or regulations. CONTRACTOR shall not use any vehicle to perform Collection Services that is not in compliance with applicable registration, licensing, and inspection requirements. 14.04 Equipment Maintenance. CONTRACTOR shall maintain Collection equipment in a clean condition and in good repair always. All parts and systems of the Collection equipment shall operate properly and be maintained in a condition reasonably satisfactory to CITY. CONTRACTOR shall wash all Collection vehicles at least once a week, in a manner that does not allow discharge of wash water into the storm drain system. 14.05 Maintenance Log. CONTRACTOR shall maintain a maintenance log for all Collection vehicles. The log shall at all times be accessible to CITY by physical inspection upon request of City Representative, and shall 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. 14.05.1 Equipment Inventory. On or before June 1, 2005, CONTRACTOR shall 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 shall 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 status. CONTRACTOR shall submit to the City Representative, either by Fax or e-mail, an updated inventory annually to the CITY or more often at the request of the City Representative. Each vehicle inventory shall be accompanied by a certification signed by CONTRACTOR that all Collection vehicles meet the requirements of this Agreement. 14.05.2 Reserve Equipment. The CONTRACTOR shall 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 shall correspond in size and capacity to the equipment used by the CONTRACTOR to perform the contractual duties. 14.06 Vehicle Tare Weights. Between the time this Agreement is executed and July 1, 2005, CONTRACTOR shall have the Disposal CONTRACTOR weigh and determine the unloaded ("tare") weight of each of CONTRACTOR'S vehicles that will be used to deliver Solid Waste and other materials to the Disposal Facility. Before July 1, 2005, CONTRACTOR shall receive from the Disposal CONTRACTOR a report listing vehicle tare weight information, which shall include, at a minimum, hauler name, tare weight, vehicle identification number, and the date the tare weight January 26, 2024 Page 52 of 86 DRAFT Franchise Agreement 64 was determined. CONTRACTOR shall, at least every two (2) years, have the Disposal CONTRACTOR reweigh and revise tare weights for all CONTRACTOR'S vehicles used to deliver Solid Waste and other materials to the Disposal Facility. 14.06.1 When new vehicles are placed into service and immediately after any significant repairs to vehicles by the CONTRACTOR, the CONTRACTOR shall have the Disposal CONTRACTOR promptly weigh such vehicles and determine the tare weight of each vehicle. Within ten (10) Work Days of weighing, CONTRACTOR shall receive from the Disposal CONTRACTOR, a report listing vehicle tare weight information. CONTRACTOR, CITY, and Disposal CONTRACTOR shall have the right to request re -tarring of vehicles up to two (2) times per year, unless there is reasonable suspicion or evidence that tare weights are not accurate, in which case, tare weights may be updated more frequently to ensure accuracy. ARTICLE 15. CONTRACTOR'S OFFICE 15.01 CONTRACTOR'S Office. The CONTRACTOR shall maintain an office at 6175 Southfront Road, Livermore, CA 94551, or in the CITY of Dublin, unless CONTRACTOR requests an alternative office location and the location is approved by the City Representative, which provides toll -free telephone access to residents of the City of Dublin and is staffed by a minimum of two (2) trained and experienced Customer Service Representatives (CSR) dedicated to the CITY. CONTRACTOR shall ensure that CSRs are thoroughly trained. The CITY, or its designee, may observe and participate in the CONTRACTOR'S training of the CSR's, up to two (2) times per year. If the CONTRACTOR does not retain the required two (2) trained CSRs throughout the Term of this Agreement, CONTRACTOR shall remit the value of the compensation for the unfilled position to the CITY for the duration of vacancy. Any proposed changes to the office location and/or staffing level must be approved by the CITY. Such office shall 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, shall be open during such normal business hours, 8:00 a.m. to 6:00 p.m., on all Work Days, except Saturday. The CONTRACTOR shall provide either 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 shall be addressed the next Work Day, not including Saturday, mornings. 15.01.1 Emergency Contact. The CONTRACTOR shall provide the City Representativewith an emergency phone number where the CONTRACTOR can be reached outside of the required office hours. 15.01.2 Multilingual/TDD Service. CONTRACTOR shall at all times maintain the capability of responding to telephone calls in English and such other languages as CITY may direct. CONTRACTOR shall at all times maintain the capability or responding to telephone calls through Telecommunications Device for the Deaf (TDD) Services. 15.01.3 Service Recipient Calls. During office hours, CONTRACTOR shall maintain a telephone answering system capable of accepting at least fifteen (15) incoming calls at one time.CONTRACTOR shall record all calls including any inquiries, service requests and complaints into a customer service log. CONTRACTOR shall log calls by type of call (e.g., service request, inquiry, complaint, SB 1383 non-compliance) and maintain and report that information in accordance with Article 18. The CITY January 26, 2024 Page 53 of 86 DRAFT Franchise Agreement 65 has the right to review all call logs and CONTRACTOR shall provide access to the call log within forty-eight (48) hours of request by the City Representative 15.01.4 All incoming calls will be answered within five (5) rings. Any call "on -hold" in excess of one and one half (1.5) minutes shall have the option to remain "on - hold" or to be switched to a message center where Service Recipient can leave a message. CONTRACTOR'S CSR shall return Service Recipient calls. For all messages left before 3:00 p.m., all "call backs" shall 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" shall be attempted a minimum of one time prior to noon the next Work Day. CONTRACTOR shall make minimum of three (3)attempts within twenty-four (24) hours of the receipt of the call. If CONTRACTOR is unable to reach the Service Recipient on the next Work Day, the CONTRACTOR shall 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. 15.01.5 Web Site. CONTRACTOR shall develop and maintain a web site describing Services provided in the CITY that is accessible by the public. The site shall include answers to frequently asked questions, rates for Collection Services, Recyclable Materials and Organic Materials specifications, Collection Service schedules and maps, and other related topics. CONTRACTOR shall arrange for the CITY'S web site to include an e-mail link to CONTRACTOR and a link to CONTRACTOR'S web site. The CONTRACTOR'S web site shall provide the public the ability to e-mail complaints to CONTRACTOR. Upon request by the City Representative, the CONTRACTOR shall make specific updates to its website as requested by the City Representative up to four (4) times per calendar year. CONTRACTOR shall complete these updates within fourteen (14) days of request by the City Representative, unless such requested updates are extensive in nature, then CONTRACTOR shall provide a reasonable estimate to CITY of expected completion date, but under no circumstance shall the update(s) exceed forty-five (45) days. 15.01.6 Contract Manager. CONTRACTOR shall provide a halftime contract manager during the Term of the Agreement, whose sole function during half of all normal business hours of each Work Day shall be to provide Services related to this Agreement. ARTICLE 16. OTHER SERVICES 16.01 Recycling Coordinator. CONTRACTOR shall provide a full-time Recycling Coordinator during the Term of this Agreement to conduct targeted outreach, and to coordinate and implement all public education and outreach activities required by this Agreement throughout the Agreement Term. CONTRACTOR shall add one (1) additional full-time equivalent staff member (Recycling Coordinator) during the Agreement Year that begins July 1, 2021, to be primarily focused on working with customers to achieve the higher Diversion and compliance with the requirements of SB 1383, including participation in Edible Food Recovery. The Recycling Coordinator shall engage with CITY Designees, including, but not limited to, StopWaste and the Go Green Initiative, as applicable to coordinate education efforts. CONTRACTOR will meet with CITY annually to develop a work plan for the Recycling Coordinator, to be implemented in the following year, to address compliance with State law and CITY priorities. Beginning with the Rates for the Agreement Year in which the State's final SB 1383 implementing regulations first January 26, 2024 Page 54 of 86 DRAFT Franchise Agreement 66 take effect and annually thereafter, the Rates shall be adjusted to include the costs of such additional full-time equivalent staff person or persons. Such cost shall not exceed one hundred fifty thousand dollars ($150,000) per FTE. The CITY and CONTRACTOR, in conjunction, shall make best efforts to recruit qualified and interested candidates. The City Representative may refer qualified individuals to the CONTRACTOR for consideration, and the CONTRACTOR shall evaluate and interview such individuals for the position of Recycling Coordinator. The CONTRACTOR shall consider feedback provided by the CITY in this process; however, the CONTRACTOR retains the ultimate right to determine the candidate that will be hired. If the CONTRACTOR does not retain the required two (2) Recycling Coordinators throughout the Term of this Agreement, CONTRACTOR shall remit the value of the compensation for the unfilled position to the CITY for the duration of vacancy. 16.02 Public Outreach and Education Services. CONTRACTOR, at its own expense, shall prepare, submit and implement an annual (Agreement Year) Public Education and Outreach Program beyond the CITY'S Public Education and Outreach Program. The proposed action plan shall be created in consultation with the CITY and be submitted annually for City Representative approval no later than March 31 for the next Agreement Year. The program must include a minimum of twelve (12) campaigns per year, designed to increase Diversion as well as Residential and commercial participation. Campaigns should target Recyclable Materials and Organic Waste, or "problem areas" of the 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 City Representative and CONTRACTOR staff. CONTRACTOR shall describe in its public education plan, its proposed approach for conducting technical assistance, which includes, but is not limited to, educational outreach in the form of direct mail for MFD and SFD residents and in person site visits to the Commercial businesses. CONTRACTOR shall describe how it plans to approach education and outreach for each sector (MFD, SFD, and Commercial), with consideration of the unique needs and differences of each sector. 16.02.1 Public School Education Programs. CONTRACTOR shall meet with the CITY'S public school district at least two (2) times per year to inform teachers, administrators, and custodians about the Recycling program(s) the CONTRACTOR is providing to the school district, as well as general concepts of source reduction, reuse, Recycling, and Composting. 16.02.2 Go Green Initiative. CONTRACTOR shall work with the CITY'S public school district to implement the "Go Green Initiative" as part of its public education programs. CONTRACTOR agrees that the funding to implement and maintain the program during its first six (6) Agreement Years shall be provided by CONTRACTOR at no additional cost to the CITY or its residents. 16.02.3 Recycling Bins. CONTRACTOR shall offer to provide the public school district with a standardized classroom Recycling Bin for every classroom and office in the district that is imprinted with the logo of the school district and the words "Dublin Schools Recycle." To the extent that the City Representative has approved the purchase of the Bins in writing, the CONTRACTOR will be reimbursed by the CITY for the cost of the Bins. 16.02.4 Multi -Lingual Education Materials. The CONTRACTOR shall develop a multi-lingual approach to preparing all public education materials required in this Section. The January 26, 2024 Page 55 of 86 DRAFT Franchise Agreement 67 multi-lingual approach may emphasize use of visual images and English descriptions supplemented with text on the bottom of the public education document in different languages. CONTRACTOR shall provide education materials in any non-English language spoken by a substantial number of the public, as determined by the CITY in accordance with Government Code Section 7295. CONTRACTOR shall allow the CITY to review and approve all public education materials prior to distribution. 16.03 Annual Collection Service Notice. Each calendar year during the Term of this Agreement, the CONTRACTOR shall publish and distribute separate notices to all SFD Service Units regarding the SFD Collection Service programs, to all MFD Service Units regarding MFD Service Programs and to all Commercial Service Units regarding Commercial Service Programs. To the extent appropriate, based on the category of customer receiving the notice, it shall contain at a minimum; definitions of the materials to be Collected in each Container, procedures for setting out the materials, Prohibited Container Contaminants not to be accepted in each Container type, maps of the Service Area indicating the day that SFD Solid Waste Collection Services, Large Items Collection Service, Used Oil Collection Service. SFD Recycling Service, and SFD Organic Waste Collection Service will be provided, and the CITY customer service phone number. The notice shall be provided in English, and other languages as directed by the CITY, and shall be distributed by the CONTRACTOR no later than July 1, 2005 during the first year of the Agreement and no later than December 1 of each year thereafter. 16.04 Compost and Mulch Give -Back. CONTRACTOR shall make available up to ten percent (10%) of the Compost and Mulch product (based on the weight of Organic Waste Collected of the previous year) to the CITY in the following categories: (i) bulk Compost and Mulch for use in CITY parks and CITY facilities; and (ii) bulk Compost and Mulch for distribution to CITY residents at one (1) recurring annual Compost give-away event. 16.04.1 SB 1383 Requirements. CONTRACTOR agrees that all Compost, Mulch, or both, provided through this Agreement shall comply with the municipal procurement requirements of SB 1383, including being generated from California Organic Waste Products, as defined by SB 1383 for each applicable material type. Mulch shall additionally meet the specific standards as defined in Section 1.91 of this Agreement. CONTRACTOR shall maintain records and submit reports regarding the amount of Compost and Mulch procured and provided to the CITY and residents, in accordance with Article 18 of this Agreement. The CITY may report such information to CalRecycle and count the material toward its annual recovered Regulated Organic Waste procurement target requirements under SB 1383. 16.04.2 Bulk Compost and Mulch for CITY. CONTRACTOR shall make available to CITY bulk Compost and bulk Mulch for use in CITY parks, facilities, or other CITY areas CITY will notify CONTRACTOR as to the CITY'S needs for delivery of finished Compost and/or Mulch throughout the Agreement Year. CONTRACTOR shall deliver Compost and Mulch upon request of CITY, subject to availability of Compost and Mulch and accessibility of location. If CITY does not take delivery of Compost made available by CONTRACTOR within thirty (30) days of the end of the Agreement Year, CONTRACTOR'S obligation to deliver Compost for said Agreement Year shall be deemed to be satisfied. January 26, 2024 Page 56 of 86 DRAFT Franchise Agreement 68 16.04.3 Bulk Compost and Mulch for CITY Residents. CONTRACTOR shall make available bulk Compost and Mulch for distribution at one (1) recurring annual Compost/Mulch give -back event within the City of Dublin. CONTRACTOR shall work with the CITY Representative to determine the date and location of the give - back event, subject to availability of Compost and Mulch and accessibility of location. The Compost/Mulch give -back event shall be its own individual event, and shall not be combined with other events required by this Agreement (e.g., HHW events), unless otherwise authorized by the City Representative. CONTRACTOR shall be responsible for all aspects related to planning, managing and staffing of the Compost/Mulch give -back event and all labor, equipment, traffic control, permits and public notification. CONTRACTOR shall supply a Bobcat, or other small tractor, to load CITY resident pickup trucks during the Compost give -back event. Residents may bring their own receptacle to obtain the bulk Compost or Mulch at the event. CONTRACTOR shall also provide appropriate sealable plastic bags and shovels for residents who wish to obtain small amounts of material. In the event of an Uncontrollable Circumstance that necessitates the cancelling of a Compost/Mulch give -back event, the CONTRACTOR shall immediately notify the City Representative and reschedule the event for another date. CONTRACTOR shall guarantee that a make-up event will be held, even if that results in multiple events being conducted in the same calendar year. 16.05 Additional Programs and Services. CONTRACTOR shall provide additional services and programs as requested by CITY at a price to be mutually agreed upon between the CONTRACTOR and the City Representative. In the event the CONTRACTOR and the City Representative 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 service. 16.06 News Media Relations. CONTRACTOR shall notify the City Representative by Fax, e-mail, or phone of all requests for news media interviews related to the Collection Services program within twenty-four (24) hours of CONTRACTOR'S receipt of the request. Before responding to any inquiries involving controversial issues or any issues likely to affect participation or Service Recipient perception of Services, CONTRACTOR will discuss CONTRACTOR'S proposed response with the City Representative. 16.06.1 Copies of draft news releases or proposed trade journal articles shall be submitted to CITY for prior review and approval at least five (5) Work 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 shall submit such materials to CITY simultaneously with CONTRACTOR'S submittal to such regulatory agency. 16.06.2 Copies of articles resulting from media interviews or news releases shall be provided to the CITY within five (5) Work Days after publication. 16.07 Waste Generation and Characterization Studies. CONTRACTOR acknowledges that CITY must perform Solid Waste generation and characterization studies periodically to comply with AB 939 requirements. CONTRACTOR agrees to participate and cooperate with CITY and its agents and to perform studies and data collection exercises, as needed, to determine weights, volumes and composition of Solid Waste generated, Disposed, transformed, Diverted, or otherwise Processed to comply with AB 939 and SB 1383. CONTRACTOR acknowledges that the CITY, in January 26, 2024 Page 57 of 86 DRAFT Franchise Agreement 69 coordination with the County, must participate in capacity planning studies for Organic Waste recovery capacity. As required by SB 1383, CONTRACTOR shall respond to requests from the CITY regarding available or potential new and expanded Organic Waste Processing capacity within sixty (60) days of request by the City Representative. 16.08 Contamination Response. 16.08.1 In the event that the Prohibited Container Contaminants are identified in a Service Recipient's Container(s), the CONTRACTOR shall respond using the following protocol: • CONTRACTOR shall place a tag, including but not limited to a Non -Collection Notice, on the affected Container, notifying the Service Recipient of the identified contamination, explaining the accepted and prohibited materials for each Container type, and informing the Service Recipient of whether their materials were Collected, or their available remediation options listed below in the event of non -Collection (noting any potential fees or charges associated with each option). • If practical, the CONTRACTOR may separate the Prohibited Container Contaminants from the contaminated Container and Collect the materials, and shall leave a contamination notice. • In the event the materials are commingled to the extent that Prohibited Container Contaminants cannot easily be separated by the CONTRACTOR or the nature of the Prohibited Container Contaminants renders the entire Container contaminated, the CONTRACTOR will leave the Container un-emptied at the curb (or designated Collection location) and the customer will be provided the opportunity to remove the Prohibited Container Contaminants for Collection on their next regularly scheduled Collection day. • Should the Service Recipient wish the Container to be Collected ahead of the next regularly scheduled Collection day, CONTRACTOR shall charge a go -back fee in the amount listed in the rate sheet. • Should the Service Recipient elect to not remove the Prohibited Container Contaminants, the Service Recipient shall be offered the opportunity to elect to have the material Collected as Solid Waste, per the approved rates. ARTICLE 17. EMERGENCY SERVICE PROVISIONS 17.01 Emergency Services. In the event of a tornado, major storm, earthquake, fire, natural disaster, or other such event, the City Representative may grant the CONTRACTOR a variance from regular routes and schedules. As soon as practicable after such event, the CONTRACTOR shall advise the City Representative when it is anticipated that normal routes and schedules can be resumed. The City Representative shall make an effort through the local news media to inform the public when regular Services may be resumed. The clean-up from some events may require that the CONTRACTOR hire additional equipment, employ additional personnel, or work existing personnel on overtime hours to clean debris resulting from the event. The CONTRACTOR shall receive additional compensation, 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 C2 to this Agreement provided the January 26, 2024 Page 58 of 86 DRAFT Franchise Agreement 70 CONTRACTOR has first secured written authorization and approval from the CITY through the City Representative. 17.02 Quarantined Waste and Illegal Disposal Sites. If approved by the CITY, the CONTRACTOR may Dispose of, rather than Process, specific types of Organic Waste and/or Recyclable Materials that are subject to quarantine and meet the requirements described in 14 CCR Section 18984.13(d) for a period of time specified by the CITY or until the CITY provides notice that the quarantine has been removed and directs CONTRACTOR to Transport the materials to the Approved Facilities for such material. In accordance with Article 18, the CONTRACTOR shall maintain records and submit reports regarding compliance agreements for quarantined Organic Materials and Recyclable Materials that are Disposed of pursuant to this subsection. The CONTRACTOR may, but is not required to, separate or recover Organic Waste that is removed from encampments and illegal Disposal sites as part of an abatement activity to protect public health and safety. CONTRACTOR shall report the amount of Discarded Materials removed for Disposal from encampments and illegal Disposal sites, in accordance with Article 18. ARTICLE 18. RECORD KEEPING AND REPORTING REQUIREMENTS 18.01 Record Keeping. 18.01.1 Accounting Records. CONTRACTOR shall maintain full, complete and separate financial, statistical and accounting records, pertaining to cash, billing, and provisions of all Collection Services provided under this Agreement, prepared on an accrual basis in accordance with generally accepted accounting principles or, with the CITY'S written approval, the Financial Reporting Framework for Small and Medium Sized Entities established by the AICPA consistently applied and fairly reflecting the results of operation and CONTRACTOR'S financial condition. Such records shall be subject to audit, copy, and inspection. Gross revenues derived from provision of the Collection Services, including revenues from the sale of Recyclable Materials, including CRV revenue or revenue from the sale of Composted Material, whether such services are performed by the CONTRACTOR or by a Subcontractor or Subcontractors, shall be recorded as revenues in the accounts of the CONTRACTOR. These records shall be separate and segregated from other records maintained by CONTRACTOR for the provision of other services outside the scope of this Agreement as may be provided by CONTRACTOR. CONTRACTOR shall maintain and preserve all cash, billing and Disposal records for a period of not less than five (5) years following the close of each of the CONTRACTOR'S fiscal years. 18.01.2 Agreement Materials Records. CONTRACTOR shall maintain records of the (i) quantities of C&D Debris, Residential, Commercial and City Waste Collected and Disposed under the terms of this Agreement, (ii) quantities of Recyclable Materials, by type, Collected, purchased, Processed, sold, donated or given for no compensation, and residue Disposed, (iii) customer count for DUSD Waste Collected under the terms of this Agreement, and (iv) other records specified in Exhibit D. January 26, 2024 Page 59 of 86 DRAFT Franchise Agreement 71 18.01.3 Other Records. CONTRACTOR shall maintain all other records reasonably related to provision of Collection Services, whether or not specified in this Article 18, Exhibit D, or elsewhere in the Agreement. CONTRACTOR shall maintain Service Recipient contacts, customer service, accounting, statistical, operational, programmatic, and other records related to its performance as shall be necessary to provide detailed and accurate reports and to demonstrate compliance with this Agreement and Applicable Law. 18.01.4 Record Retention. Unless otherwise specified in this Article, CONTRACTOR shall retain all records and data required to be maintained by this Agreement for the Term of this Agreement plus five (5) years after its expiration or earlier termination. Records and data shall be in chronological and organized form that is readily and easily interpreted to facilitate the flexible use of data to structure reports. CONTRACTOR'S records shall be stored in one central location, physical or electronic, that can be readily accessed by CONTRACTOR. Upon request, any such records shall be retrieved in a timely manner, not to exceed five (5) Working Days of a request by the City Representative, and made available to the City Representative; including any record or documentation that CITY, in their sole discretion, may deem necessary for the CITY to fulfill obligations as reasonably related to the reporting of information required under Applicable Law including, but not limited to, AB 939, AB 341, AB 1826, AB 876, AB 901, SB 1383, and other current or future Federal, State, or local regulations, as amended. CONTRACTOR shall maintain adequate record security to preserve records from events that can be reasonably anticipated such as a fire, theft, and an earthquake. Electronically maintained data and records shall be protected and backed -up. The CITY reserves the right to require the CONTRACTOR to maintain raw data and the records required herein using a CITY -selected web -based software platform. To the extent that CONTRACTOR utilizes its computer systems to comply with record keeping and reporting requirements under this Agreement, CONTRACTOR shall, on a monthly basis, save all system -generated reports supporting those record keeping and reporting requirements in a static format in order to provide an audit trail for all data required by CITY, as requested, under this Agreement. The CITY, its auditors, and other agents, shall have the right, during regular business hours, to conduct unannounced on -site inspections of the records and accounting systems of CONTRACTOR and to make copies of any documents it deems relevant to this Agreement. In the event the Person responsible for such records and systems is not on the premises at the time the CITY, its auditors, or other agents visit CONTRACTOR'S facilities, CONTRACTOR shall not be in breach of this Agreement and the CITY shall give notice requesting access to the records and CONTRACTOR shall make arrangements for CITY, its auditors, or other agents to conduct the on -site inspection within twenty-four (24) hours of such notice. The CITY'S right to inspection of records under this paragraph shall continue for at least five (5) years after the expiration or earlier termination of this Agreement; however, after expiration or termination of this Agreement, the CITY shall provide CONTRACTOR with written request to inspect records and CONTRACTOR shall make records available for inspection within one (1) week of such request. January 26, 2024 Page 60 of 86 DRAFT Franchise Agreement 72 CITY views its ability to defend itself against Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), and related litigation as a matter of great importance. For this reason, CITY regards its ability to prove where Collected Recyclable Materials, Organic Waste, and Solid Waste are taken for Transfer, Processing, or Disposal. CONTRACTOR shall maintain records which can establish where Recyclable Materials, Organic Waste, and Solid Waste Collected were Transferred, Processed, or Disposed. This provision shall survive the expiration or earlier termination of this Agreement. CONTRACTOR shall maintain these records for a minimum of ten (10) years beyond expiration or earlier termination of the Agreement. CONTRACTOR shall provide these records to CITY (upon request or at the end of the record retention period) in an organized and indexed manner rather than destroying or Disposing of them. 18.02 Reporting Requirements. Records shall be maintained in forms and by methods that facilitate flexible use of data contained in them to structure reports, as needed. Reports are intended to compile recorded data into useful forms of information that can be used to, among other things: • Determine and set rates and evaluate the cost of service of operations; • Evaluate past and expected progress toward achieving the CONTRACTOR'S Diversion goals and objectives; • Determine needs for adjustment to program and evaluate customer service and complaints; and, • Monitor and evaluate compliance with Applicable Laws and regulations including, but not limited to, AB 939, AB 341, AB 1826, and SB 1383. CONTRACTOR may propose report formats that are responsive to the objectives and audiences for each report. The format of each report shall be approved by CITY. CONTRACTOR agrees to e-mail all reports to the CITY (or submit reports on an electronic file storage device in the event e-mail communications are unsuccessful) in a format compatible with CITY'S software/computers at no additional charge. City Representative may, from time to time during the Term, review and request changes to the format of the CONTRACTOR'S reports and CONTRACTOR shall not unreasonably deny such requests. The CITY reserves the right to require the CONTRACTOR to maintain the records and submit the reports required by this Agreement through use of a CITY -selected web -based software platform. CONTRACTOR will provide a certification statement, under penalty of perjury, by the responsible CONTRACTOR official, that the report being submitted is true and correct to the best knowledge of the responsible official after their reasonable inquiry 18.03 Due Dates. Monthly reports shall be submitted no later than twenty (20) calendar days after the end of the reporting month. Quarterly reports shall be submitted no later than thirty (30) calendar days after the end of the reporting quarter and annual reports shall be submitted no later than forty-five (45) calendar days after the end of each Agreement Year. 18.04 Monthly Reports. CONTRACTOR shall submit monthly reports to the CITY, in accordance with the requirements of Exhibit D. January 26, 2024 Page 61 of 86 DRAFT Franchise Agreement 73 18.05 Quarterly Reports. CONTRACTOR shall submit Quarterly reports to the CITY, in accordance with the requirements of Exhibit D. 18.06 Annual Reports. CONTRACTOR shall submit annual reports to the CITY, in accordance with the requirements of Exhibit D. 18.07 Additional Reporting. The CONTRACTOR shall furnish the CITY with any additional reports, including those listed in Exhibit D or other reports as may reasonably be required, and such report is to be prepared within a reasonable time following the reporting period. ARTICLE 19. NONDISCRIMINATION 19.01 Nondiscrimination. In the performance of all work and Services under this Agreement, CONTRACTOR shall not discriminate against any Person on the basis of such Person's race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, State or federal laws (each a "Protected Characteristic"). CONTRACTOR shall comply with all applicable local, State, and federal laws and regulations regarding nondiscrimination, including those prohibiting discrimination in employment. ARTICLE 20. WORKER RETENTION 20.01 Worker Retention. CONTRACTOR acknowledges that when Collection Services are Transferred to CONTRACTOR, workers who perform Services for CITY'S current contractor will be displaced from their employment. CONTRACTOR shall make a good faith effort in accordance with the terms of its agreement with Teamsters Local 70 to offer employment to all qualified displaced workers. However, CONTRACTOR shall not be required to create additional positions that CONTRACTOR does not need, displace any of its current employees, or modify its employee selection requirements. ARTICLE 21. SERVICE INQUIRIES AND COMPLAINTS 21.01 CONTRACTOR'S Customer Service. All service inquiries and complaints shall be directed to the CONTRACTOR. A representative of the CONTRACTOR shall be available to receive the complaints during normal business hours. All service complaints will be handled by the CONTRACTOR in a prompt and efficient manner. In the case of a dispute between the CONTRACTOR and a Service Recipient, the matter will be reviewed and a decision made by the City Representative. 21.01.1 The CONTRACTOR will utilize the customer service log to maintain a record of all inquiries and complaints in a manner prescribed by the CITY. 21.01.2 For those complaints related to missed Collections that are received by 3:00 p.m. on a Work Day, the 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 3:00 p.m. on a Work Day, the CONTRACTOR shall have until the end of the following Work Day January 26, 2024 Page 62 of 86 DRAFT Franchise Agreement 74 to resolve the complaint. For those complaints related to repair or replacement of Carts or Bins, the appropriate Sections of this Agreement shall apply 21.01.3 CONTRACTOR agrees that it is in the best interest of the CITY that all Solid Waste and Recyclable Materials 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 City Representative will work with the CONTRACTOR to determine an appropriate resolution to that situation. In the event the CONTRACTOR believes any complaint to be without merit, CONTRACTOR shallnotify the City Representative, either by Fax or e-mail. The City Representative will investigate all disputed complaints and render a decision. 21.01.4 SB 1383 Complaints. For complaints received by CONTRACTOR in which the Person alleges that an entity is in violation of SB 1383 requirements, CONTRACTOR shall document the information listed in Exhibit D, Section 2.C. CONTRACTOR shall provide this information in a brief complaint report to the CITY for each SB 1383-noncompliance complaint within seven (7) days of receipt of such complaint, and a monthly summary report of SB 1383 non-compliance complaints in accordance with Exhibit D. Upon CITY request, CONTRACTOR shall conduct follow-up outreach or assist with site visit investigations to the violating entity, and shall document the information in the reports provided pursuant to Article 18. In accordance with the required timeframe in 14 CCR Section 18995.3, CONTRACTOR shall commence the additional outreach or investigation, if requested by the CITY, within ninety (90) days of receipt of the complaint, unless another timeframe is otherwise specified by the City Representative or Applicable Law. Final determination of non-compliance with SB 1383, and assessment of any associated civil penalties, shall be the responsibility of the CITY or its designee, StopWaste. ARTICLE 22. QUALITY OF PERFORMANCE OF CONTRACTOR 22.01 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 feasible. 22.02 Service Supervisor. CONTRACTOR has named Guy Martinez as the supervisor to be in charge of the Collection Service within the Service Area. At least thirty (30) calendar days prior to replacing Mr. Martinez, CONTRACTOR shall notify CITY in writing of the name and qualifications of the new Service Supervisor. CONTRACTOR shall insure that such replacement is an individual with like qualifications and experience. The supervisor shall be physically located in the Service Area and available to the City Representative through the use of telecommunication equipment at all times where CONTRACTOR is providing Collection Services. In the event the supervisor is unavailable due to illness or vacation, CONTRACTOR shall designate an acceptable substitute who shall be available and who has the authority to act in the same capacity as the supervisor. The Service Supervisor shall provide the CITY with an emergency phone number where the supervisor can be reached outside of normal business hours. January 26, 2024 Page 63 of 86 DRAFT Franchise Agreement 75 22.03 Liquidated Damages. The PARTIES further acknowledge that consistent and reliable Collection Service is of utmost importance to CITY and that CITY has considered and relied on CONTRACTOR'S representations as to its quality -of -service commitment in awarding the Agreement to it. The PARTIES further recognize that some quantified standards of performance are necessary and appropriate to ensure consistent and reliable service and performance. The PARTIES further recognize that if CONTRACTOR fails to achieve the performance standards or fails to submit required documents in a timely manner, CITY, and CITY'S residents and businesses will suffer damages and that it is and will be impractical and extremely difficult to ascertain and determine the exact amount of damages. Therefore, without prejudice to CITY'S right to treat such non-performance as an event of default under Article 26, the PARTIES agree that the liquidated damages amount defined in this Section represent reasonable estimates of the amount of such damages considering all of the circumstances existing on the effective date of this Agreement, including the relationship of the sums to the range of harm to CITY, customers and the community as a whole that reasonably could be anticipated and the anticipation that proof of actual damages would be costly or impractical. In placing their initials at the places provided, each party specifically confirms the accuracy of the statements made above and the fact that each party has had ample opportunity to consult with legal counsel and obtain an explanation of the liquidated damage provisions at the time that the Agreement was made. CITY Initial Here CONTRACTOR Initial Here 22.03.1 CONTRACTOR agrees to pay (as liquidated damages and not as penalty) the following amounts: LIQUIDATED DAMAGES Item Amount Failure or neglect to resolve each complaint within thetime set forth in this Agreement. $100.00 per incident per Service Recipient. Failure to dean up spillage or litter caused by CONTRACTOR. $300.00 per incident per location. Failure to repair damage to customer property caused by CONTRACTOR or its personnel. $500.00 per incident per location. Failure to maintain equipment in a clean, safe, andsanitary manner. $100.00 per incident p e r day . Failure to have a vehicle operator properly licensed. $500.00 per incident per day. Failure to maintain office hours as required by this Agreement $100.00 per incident per day. January 26, 2024 Page 64 of 86 DRAFT Franchise Agreement 76 LIQUIDATED DAMAGES Item Amount Failure to maintain or timely submit to CITY all documents and reports required under the provisions of this Agreement. Reports shall be considered late until they are submitted in a complete and accurate format. $100.00 per incident per day . Failure to maintain records and submit accurate reports in the format/method specified by the CITY. $100.00 per incident per day . Each occurrence of CITY requesting information required to be maintained by CONTRACTOR where CONTRACTOR fails to provide such information within the time window specified in this Agreement. $500.00 per incident. Each occurrence of CONTRACTOR providing misleading or otherwise inaccurate information to the CITY under or regarding this Agreement. Typographical, cell reference, mathematical, and/or logic errors shall not be considered legitimate excuses from this requirement, nor shall ignorance be excused. $250.00 per incident. Failure to correct submittal of materially inaccurate data within three (3) Work Days (or such other time period as may be agreed to in writing between the City Representative and CONTRACTOR) of notification by CITY, that results in a compliance order from CalRecycle. $500.00 per day. Each day that CONTRACTOR fails to provide access to CONTRACTOR'S information systems. $500.00 per day. Failure to properly cover materials in Collectionvehicles. $500.00 per incident. Failure to display CONTRACTOR'S name and customer service phone number on Collection vehicles. $100.00 per incident perday. Failure to comply with the office hours or hours and service days of Collection operations and number of days to respond to Service Recipients as required by Section 15.01 of this Agreement. $100.00 per incident per day. Failure or neglect to complete at least ninety percent(90%) of each route on the regular scheduled Collection Service Work Day. $1,000 for each route not completed. January 26, 2024 Page 65 of 86 DRAFT Franchise Agreement 77 LIQUIDATED DAMAGES Item Amount Changing routes without proper notification to the City Representative. $500.00 per incident p e r day. Commingling Solid Waste with Recyclable Materials and/or Organic Waste. $1,000.00 per incident. Commingling of materials Collected inside andoutside the Service Area. $1,000.00 per incident. Failure to repair or replace damaged Carts or Binswithin the time required by this Agreement. $100.00 per incident per day. Failure to comply with Container labeling and color requirements specified in this Agreement. $200.00 per Container per occurrence. Failure to deliver or exchange Carts, Bins, MFD Household Battery Collection boxes, or Organic Waste pails within the time required by this Agreement. $100.00 per incident perday. Failure to provide adequate primary and alternate capacity to accept and Process Recyclable Materials, Organic Waste, Large Items, and C&D Collected under this Agreement. $1,000.00 per day. Failure to provide capacity planning information within sixty (60) days of request. $250.00 per day. Failure to have CONTRACTOR personnel in properuniform. $100.00 per incident per day. Disposal of Recyclable Materials or Organic Waste in the Disposal Facility or used as ADC or AIC without first obtaining the required permission of the CITY. $1,000.00 per load. Failure to provide required communication equipment. $100.00 per incident per day. Failure to meet customer service standards, including, but not limited to, those standards outlined in Article 15 of this Agreement. $500.00 per incident. Every occurrence of a Recycling Coordinator or CSR being used for purposes other than those specified in this Agreement, including but not limited to fulfilling services for other jurisdictions served by CONTRACTOR or its Affiliates. $1,000.00 per occurrence. January 26, 2024 Page 66 of 86 DRAFT Franchise Agreement 78 LIQUIDATED DAMAGES Item Amount Failure to deliver any Collected materials to the CITY approved Disposal Facility, Green Waste Processing Facility, Materials Recovery Facility, or Organic Waste Processing Facility, as appropriate, except as otherwise expressly provided in this Agreement. $5,000firstfailure. $25,000 each subsequent failure. Delivery to the Disposal Facility of any Solid WasteCollected outside of the CITY boundaries of Dublin commingled with that Collected as part of this Agreement. $5,000 first delivery. $25,000 each subsequent delivery. Failure to meet the minimum Diversion requirementsof this Agreement (calculated per Agreement Year). Shortfall of 0.001% - 2%: $10,000. Shortfall of 2.001% orgreater: $25,000 Failure to meet vehicle noise requirements. $100.00 per incident per day. Failure to provide every customer with the mandatory three- Container Collection system, including Recyclable Materials, Organic Waste, and Solid Waste, unless otherwise waived by the CITY in accordance with this Agreement, or in instances where CONTRACTOR notifies the CITY that a customer has refused service. $500.00 per customer per occurrence. Each individual failure by CONTRACTOR to develop, produce, and distribute public education material or perform community outreach activities in the form and manner required under this Agreement. $500.00 per activity. Failure to conduct Commercial Waste audits. $250.00 per each month that average is not met Failure to provide Compost/Mulch giveaway events, HHW Collection events, Neighborhood Clean -Up Services, or other special events/services under this Agreement in the timeframe specified in the Agreement; or, in the event that an event is cancelled due to circumstances out of the CONTRACTOR'S control, failure to reschedule and provide such event at a later $1,000.00 per event. January 26, 2024 Page 67 of 86 DRAFT Franchise Agreement 79 LIQUIDATED DAMAGES Item Amount date. Failure to Collect abandoned waste within two business (2) days of notification of CITY to CONTRACTOR, as required by Section 11.07 and Exhibit B4, Section 9. $1,000.00 per incident per day. 22.04 Procedure for Review of Liquidated Damages. The City Representative may assess liquidated damages pursuant to this Article 22 on a monthly basis. At the end of each month during the Term of this Agreement, the City Representative shall issue a written notice to CONTRACTOR ("Notice of Assessment") of the liquidated damages assessed and the basis for each assessment. 22.04.1 The assessment shall become final unless, within ten (10) calendar 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. 22.04.2 The City Representative shall schedule a meeting between CONTRACTOR and the City Manager or the Manager's designee as soon as reasonably possible after timely receipt of CONTRACTOR'S request. 22.04.3 The Manager or the Manager's designee shall review CONTRACTOR'S evidence and render a decision sustaining or reversing the liquidated damages as soon as reasonably possible after the meeting. Written notice of the decision shall be provided to CONTRACTOR. 22.04.4 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, the City Representative's determination shall be final and CONTRACTOR shall submit payment to CITY no later than that tenth (10th) day. Or at the sole option of CITY, if monies are owed to CONTRACTOR, CITY may deduct the liquidated damages from amounts otherwise due to CONTRACTOR. 22.04.5 CITY' s assessment or collection of liquidated damages shall not prevent CITYfrom 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. ARTICLE 23. PERFORMANCE BOND 23.01 Performance Bond. Within ten (10) calendar days from the date of the execution of this Agreement, the CONTRACTOR shall furnish to the CITY, and keep current, a performance bond in a form as set forth in Exhibit 4 ,which is included in and attached to this Agreement, for the faithful performance of this Agreement and all obligations arising hereunder in an amount of one million dollars ($1,000,000). January 26, 2024 Page 68 of 86 DRAFT Franchise Agreement 80 23.01.1 The performance bond shall be executed by a surety company licensed to do business in the State of California; having an "A-" or better rating by A. M. Best or Standard and Poor's; and included on the list of surety companies approved by the Treasurer of the United States. 23.01.2 Letter of Credit. As an alternative to the performance bond required by this Section 23.01, at CITY'S option, CONTRACTOR may deposit with CITY an irrevocable letter of credit in an amount as set forth in Section 23.01. If allowed, the letter of credit must be issued by an FDIC insured banking institution chartered to business in the State of California, in the CITY'S name, and be callable at the discretion of the CITY Nothing in this Section shall, in any way, obligate the CITY to accept a letter of credit in lieu of the performance bond. ARTICLE 24. INSURANCE 24.01 Insurance Policies. CONTRACTOR shall secure and maintain, throughout the Term of this Agreement, insurance against claims for injuries to Persons or damages to property which may arise from or in connection with CONTRACTOR' s performance of work or Services under this Agreement. CONTRACTOR' s performance of work or Services shall include performance by CONTRACTOR's employees, agents, representatives, and Subcontractors. 24.01.1 Minimum Scope of Insurance. Insurance coverage shall be at least this broad: 24.01.1.1 Insurance Services Office Form No. GL 0002 (Ed. 1/96) or, if approved by CITY, its equivalent, covering Comprehensive General Liability and Insurance Services Office Form No. GL 0404 covering Broad Form Comprehensive General Liability; or InsuranceServices Office Commercial General Liability coverage ("occurrence" form CG 0001), including X, C, U where applicable. 24.01.01.2 Insurance Services Office Form No. CA 0001 (Ed. 12/93) covering Automobile Liability, code 1 "any auto", or code 2 "owned autos" and endorsement CA 0025. Coverage shall also include code 8, "hired autos" and code 9 "non -owned autos." 24.01.2 Workers' Compensation insurance as required by the California Labor Code and Employers Liability Insurance. 24.01.3 Hazardous Waste and Environmental Impairment Liability Insurance. 24.02 Minimum Limits of Insurance. CONTRACTOR shall maintain insurance limits no less than: 24.02.1 Comprehensive General Liability: $3,000,000 combined single limit per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability insurance with a general aggregate limit is used, either the general aggregate limit shallapply separately to this Agreement or the general aggregate limit shall be $5,000,000. 24.02.2 Automobile Liability: $3,000,000 combined single limit per accident for bodily injury and property damage. January 26, 2024 Page 69 of 86 DRAFT Franchise Agreement 81 24.02.3 Workers' Compensation and Employers Liability: Workers' Compensation limits as required by the California Labor Code and Employers Liability limits of $3,000,000 per accident. 24.02.4 Hazardous Waste and Environmental Impairment Liability: $3,000,000 per occurrence. 24.03 Deductibles and Self -Insured Retention. Any deductibles or self -insured retention must be declared to, and approved by, CITY'S Risk Manager. 24.04 Endorsements. The policies are to contain, or be endorsed to contain, the following provisions: 24.04.1 General Liability: and Automobile Liability Coverage. 24.04.1.1 The CITY, its officers, employees, agents, and contractors are to be covered as additional insureds as respects: liability arising out of activities performed by, or on behalf of, CONTRACTOR; products and completed operations of CONTRACTOR; premises owned, leased, or used by CONTRACTOR; and automobiles owned, leased, hired, or borrowed by CONTRACTOR. The coverage shall contain no special limitations on the scope of protection afforded to CITY, its officers, employees, agents, and contractors. 24.04.1.2 CONTRACTOR's insurance coverage shall be primary insurance as respects CITY, its officers, employees, agents, and contractors. Any insurance, or self-insurance maintained by CITY, its officers, employees, agents, or contractors shall be in excess of CONTRACTOR'S insurance and shall not contribute with it. 24.04.1.3 Any failure to comply with reporting provisions of the policies shall not affect CONTRACTOR'S obligations to CITY, its officers, employees, agents, or contractors. 24.04.1.4 Coverage shall state that CONTRACTOR'S insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 24.04.2 All Coverage. Each insurance policy required by this Agreement shall be endorsed to state that coverage shall not be suspended, voided, canceled, or reduced in limits except after thirty (30) calendar days prior written notice has been given to CITY. 24.05 Acceptability of Insurers. Insurance is to be placed with insurers acceptable to CITY'S Risk Manager. 24.06 Verification of Coverage. CONTRACTOR shall furnish CITY with certificates of insurance and with copies of endorsements affecting coverage required by this Agreement. The certificates and endorsement for each insurance policy are to be signed by a Person authorized by that insurer to bind coverage on its behalf. CONTRACTOR shall furnish CITY with a new certificate of insurance and endorsements on each renewal of coverage or change of insurers. 24.06.1 Proof of insurance shall be mailed to the following address, or any subsequent address, as may be directed in writing by the CITY'S Risk Manager: January 26, 2024 Page 70 of 86 DRAFT Franchise Agreement 82 CITY OF DUBLIN Risk Management100 Civic Plaza Dublin, CA 94568 24.07 Affiliates. CONTRACTOR shall include any Affiliate(s) performing services under this Agreement as insureds under its policies or shall obtain separate certifications and endorsements for each Affiliate performing such a service. Any modifications to insurance requirements pursuant to Section 24.09 shall be made in writing by the CITY'S Risk Manager. 24.08 Subcontractors. CONTRACTOR shall include all Subcontractors as insureds under its policies or shall obtain separate certificates and endorsements for each Subcontractor. Any modifications to insurance requirements pursuant to Section 24.09 shall be made in writing by the CITY'S Risk Manager. 24.09 Modification of Insurance Requirements. The insurance requirements provided in this Agreement may be modified or waived by CITY'S Risk Manager, in writing, upon the request of CONTRACTOR if the CITY'S Risk Manager determines such modification or waiver is in the best interest of CITY considering all relevant factors, including exposure to CITY. 24.10 Rights of Subrogation. All required insurance policies shall preclude any underwriter's rights of recovery or subrogation against CITY with the express intention of the parties being that the required insurance coverage protects both parties as the primary coverage for any and all losses covered by the above -described insurance. CONTRACTOR shall ensure that any companies issuing insurance to cover the requirements contained in this Agreement agree that they shall have no recourse against CITY for payment or assessments in any form on any policy of insurance. The clauses 'Other Insurance Provisions' and 'Insured Duties in the Event of an Occurrence, Claim or Suit' as it appears in any policy of insurance in which CITY is named as an additional insured shall not apply to CITY. ARTICLE 25. INDEMNIFICATION 25.01 Indemnification. CONTRACTOR shall indemnify and hold harmless CITY, CITY'S contractors, and the public officials, officers, directors, employees, agents, and other contractors of each of them, 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. This indemnity includes, but is not limited to, claims attributable to bodily injury, personal injury, sickness, disease, or death and to injury or destruction of property. CONTRACTOR agrees, at CONTRACTOR'S expense, after written notice from the CITY, to defend any action against the CITY that falls within the scope of this indemnity, or the CITY, at the CITY'S option, may elect not to tender such defense and may elect instead to secure its own attorneys to defend any such action and the reasonable costs and expenses of such attorneys incurred in defending such action shall be payable by CONTRACTOR. Additionally, if CONTRACTOR, after receipt of written notice from the CITY, fails to make any payment due under this Agreement to the CITY, CONTRACTOR shall pay any reasonable attorneys' fees or costs incurred by the CITY in securing any such payment from January 26, 2024 Page 71 of 86 DRAFT Franchise Agreement 83 CONTRACTOR. Payment of any amount due pursuant to the foregoing indemnity shall, after receipt of written notice by CONTRACTOR from the CITY that such amount is due, be made by CONTRACTOR prior to the CITY being required to pay same, or in the alternative, the CITY, at the CITY'S option, may make payment of an amount so due and CONTRACTOR shall promptly reimburse the CITY for same, together with interest thereon at the rate of twelve percent (12%) per annum simple interest from the date of receipt by CONTRACTOR of written notice from the CITY that such payment is due. 25.02 Subject to Public Resources Code Section 40059.1, CONTRACTOR agrees to protect and defend CITY with counsel selected by CONTRACTOR and approved by CITY, to pay all attorneys' fees, and to indemnify and hold CITY 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 of the date hereof and hereafter throughout are not met by the CITY with respect to the Materials Collected by CONTRACTOR and if the lack in meeting such goals are attributable to the failure of the CONTRACTOR to implement and operate the Recycling or Diversion programs or undertake the related activities required by this Agreement. 25.03 Consideration. It is specifically understood and agreed that the consideration inuring to the CONTRACTOR for the execution of this Agreement consists of the promises, payments, covenants, rights, and responsibilities contained in this Agreement. 25.04 Obligation. The execution of this Agreement by the CONTRACTOR shall obligate the CONTRACTOR to comply with the foregoing indemnification provision; however, the collateral obligation of providing insurance must also be complied with as set forth in Article 24 above. 25.05 Subcontractors. CONTRACTOR shall require all Subcontractors that control, are controlled by, or are under common control with CONTRACTOR to enter into an agreement containing the provisions set forth in the preceding subsection in which agreement the Subcontractor fully indemnifies the CITY in accordance with this Agreement. 25.06 Exception. Notwithstanding Sections 25.01, 25.02, and 25.03, CONTRACTOR'S obligation to indemnify, hold harmless, and defend CITY, its officers, and employees shall not extend to any loss, liability, penalty, plain, damage, action, or suit arising or resulting from acts or omissions constituting willful misconduct or sole negligence on the part of the CITY its officers or employees. 25.07 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. CONTRACTOR shall 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, CONTRACTOR may repair the damage at CONTRACTORS sole cost and expense. ARTICLE 26. DEFAULT OF CONTRACT 26.01 Termination. The CITY may cancel this Agreement, except as otherwise provided below in this Section, by giving the CONTRACTOR thirty (30) calendar days advance written notice, to be served as provided in Article 42, upon the happening of any one of the following events: January 26, 2024 Page 72 of 86 DRAFT Franchise Agreement 84 26.01.1 The CONTRACTOR shall take the benefit of any present or future insolvency statute, or shall make a general assignment for the benefit of creditors, or file 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 26.01.2 By order or decree of a Court, the CONTRACTOR shall be adjudged bankrupt or an order shall be made approving a petition filed by any of its creditors or by any of the stockholders of the 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 shall be and become null, void, and of no effect unless such stayed judgment or order is reinstated in which case, said default shall be deemed immediate; or 26.01.2.1 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 shall take possession or control of all or substantially all of the property of the CONTRACTOR, and such possession or control shall continue in effect for a period of sixty (60) calendar days; or 26.01.3 The CONTRACTOR has defaulted, by failing or refusing to pay in a timelymanner the liquidated damages or other monies due the CITY and said default is not cured within thirty (30) calendar days of receipt of written notice by CITY to do so; or 26.01.4 The CONTRACTOR has defaulted by allowing any final judgment for the payment of money to stand against it unsatisfied and said default is not cured within thirty (30) calendar days of receipt of written notice by CITY to do so; or 26.01.5 In the event that the monies due the CITY under Section 26.01.3 above or an unsatisfied final judgment under Section 26.01.4 above is the subject of a judicial proceeding, the CONTRACTOR shall not be in default if the sum of money is bonded. All bonds shall be in the form acceptable to the CITY Attorney; or 26.01.6 The CONTRACTOR has defaulted, by failing or refusing to perform or observe the terms, conditions, or covenants in this Agreement, including satisfactory conformance with the service levels prescribed herein, or any of the rules and regulations promulgated by the CITY pursuant thereto or has wrongfully failed or refused to comply with the instructions of the City Representative relative thereto; provided that said default is not cured within thirty (30) calendar days of receipt of written notice by the CITY to do so, or if by reason of the nature of such default, the same cannot be remedied within thirty (30) calendar days following receipt by the CONTRACTOR of written demand from the CITY to do so, the CONTRACTOR fails to commence the remedy of such default within said thirty (30) calendar days following such written notice or having so commenced shall fail thereafter to continue with diligence the curing thereof. In any dispute January 26, 2024 Page 73 of 86 DRAFT Franchise Agreement 85 concerning failure to remedy or diligence in pursuing a cure, the CONTRACTOR shall have 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 said default, and such default will be cured within a reasonable period of time. However, notwithstanding anything contained herein to the contrary, for the failure of the CONTRACTOR to provide Collection Services for a period of three (3) consecutive Work Days, on the forth (4th) Work Day the CITY may secure the CONTRACTOR'S land, equipment, records, and other property used or useful in providing Collection Services under this Agreement in order to provide interim Collection Services until such time as the matter is resolved and the CONTRACTOR is again able to perform pursuant to this Agreement: provided, however, if the CONTRACTOR is unable for any reason or cause to resume performance at the end of thirty (30) calendar days all liability of the CITY under this Agreement to the CONTRACTOR shall cease and this Agreement may be deemed terminated by the CITY 26.02 Violations. Notwithstanding the foregoing and as supplemental and additional means of termination of this Agreement under this Article, in the event that the CONTRACTOR'S record of performance show that the CONTRACTOR has frequently, regularly, or repetitively defaulted in the performance of any of the covenants and conditions required herein to be kept and performed by the CONTRACTOR, in the opinion of the CITY and regardless of whether the CONTRACTOR has corrected each individual condition of default, the CONTRACTOR shall be deemed a "habitual violator," shall be deemed to have waived the right to any further notice or grace period to correct, and all of said defaults shall be considered cumulative, and collectively shall constitute a condition of irredeemable default. The CITY shall thereupon issue the CONTRACTOR a final warning citing the circumstances therefore, and any single default by the CONTRACTOR of whatever nature, subsequent to the occurrence of the last of said cumulative defaults, shall be grounds for immediate termination of the Agreement. A history of liquidated damages imposed pursuant to Article 22 may be used as a basis for deeming the CONTRACTOR to be a habitual violator; however, any failure to have imposed liquidated damages where applicable shall not prevent use of the CONTRACTOR's underlying failures from consideration for determining a habitual violator. In the event of any such subsequent default, the CITY may terminate this Agreement upon giving of written final notice to the CONTRACTOR, such cancellation to be effective upon the date specified in the CITY'S written notice to the CONTRACTOR, and all contractual fees due hereunder, plus any and all charges and interest, shall be payable to said date, and the CONTRACTOR shall have no further rights hereunder. Immediately upon the specified date in such final notice the CONTRACTOR shall proceed to cease any further performance under this Agreement. 26.03 Effective Date. In the event of the aforesaid events specified above, and except as otherwise provided in said subsections, termination shall be effective upon the date specified in the CITY'S written notice to the CONTRACTOR and upon said date this Agreement shall be deemed immediately terminated and upon such termination all liability of the CITY under this Agreement to the CONTRACTOR shall cease, and the CITY shall have the right to call the performance bond and shall be free to negotiate with other contractors for the operation of the herein specified Services. The CONTRACTOR for failure to perform shall reimburse the CITY all direct and indirect costs of providing interim Collection Services. January 26, 2024 Page 74 of 86 DRAFT Franchise Agreement 86 26.04 Immediate Termination. CITY may terminate this Agreement immediately upon written notice to CONTRACTOR in the event CONTRACTOR fails to provide and maintain the performance bond as required by this Agreement, CONTRACTOR fails to obtain or maintain insurance policies endorsements as required by this Agreement, CONTRACTOR fails to provide the proof of insurance as required by this Agreement, or CONTRACTOR offers or gives any gift prohibited by CITY administrative policy. 26.05 Termination Cumulative. CITY'S right to terminate this Agreement is cumulative to any other rights and remedies provided by law or by this Agreement. 26.06 Excuse From Performance. 26.06.1 The PARTIES shall be excused from performing their respective obligations hereunder in the event they are prevented from so performing by reason of Uncontrollable Circumstances. In the case of labor unrest or job action directed at a third party over whom CONTRACTOR has no control, the inability of CONTRACTOR to provide Collection Servicesdue to the unwillingness or failure of the third party to provide reasonable assurance of the safetyof CONTRACTOR'S employees while providing Collection Services or to make reasonable accommodations with respect to Container placement and point of delivery, time of Collection or other operating circumstances to minimize any confrontation with pickets or the number of Persons necessary to make Collections shall, to that limited extent, excuse performance and provided further that the foregoing excuse shall be conditioned on CONTRACTOR'S cooperation in making Collection at different times and in different locations. 26.04.2 The party claiming excuse from performance shall, within a reasonable period of time under the circumstances but no later than two (2) calendar days after such party has notice of such cause, give the other party notice of the facts constituting such cause and asserting its claim to excuse under this Section. 26.04.3 In the event that either party validly exercises its rights under this Section, the other party hereby waives any claim against the exercising party for any damages sustained thereby, including, without limitation, liquidated damages. 26.04.4 The partial or complete interruption or discontinuance of CONTRACTOR'S Services caused by one or more of the Uncontrollable Circumstances described in this Article shall not constitute a default by CONTRACTOR under this Agreement. Notwithstanding the foregoing, however, (1) the existence of an excuse from performance will not affect CITY'S right to perform Collection Services under Section 26.01.6; and (2) if CONTRACTOR is excused from performing its obligations hereunder for any of the causes listed in this Section for a period of thirty (30) calendar days or more, other than as the result of third party labor disputes where service cannot be provided for reasons described earlier in this Section, CITY shall nevertheless have the right, in its sole discretion, to terminate this Agreement by giving ten (10) calendar days' notice, in which case the provisions of Article 26 shall apply. January 26, 2024 Page 75 of 86 DRAFT Franchise Agreement 87 ARTICLE 27. MODIFICATIONS TO THE AGREEMENT 27.01 Agreement Modifications and Changes in Law. The CITY and the CONTRACTOR understand and agree that the California Legislature has the authority to make comprehensive changes in Solid Waste Management legislation and that these and other changes in law in the future that 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. The CITY and CONTRACTOR acknowledge that, as of the date of this Agreement, legislation (including, but not limited to, SB 1383) has been enacted into law and that upon its implementation by regulatory agencies will have a significant impact on the manner in which Collection Services are provided. The CITY and CONTRACTOR agree that, as the appropriate regulatory bodies continue to develop final rules and regulations implementing such legislation, the CITY and CONTRACTOR will meet and confer as requested by CONTRACTOR or the City Representative or their designees to discuss how such rules and regulations may impact the Services provided and CONTRACTOR's costs under this Agreement. Prior to such meet and confer period, CONTRACTOR agrees to minimize actions (such as replacement of Collection vehicles) that may be affected by such rules and regulations. The CONTRACTOR agrees that the terms and provisions of the CITY Municipal Code, as it now exists or as it may be amended in the future, shall apply to all of the provisions of this Agreement and the Service Recipients of the CONTRACTOR located within the Service Area. In the event that any future Change in Law or regulation applicable to this Agreement (including, without limitation, pursuant to the preceding paragraph), modifications to the CITY Municipal Code, or directed changes by the CITY materially alters the obligations of the CONTRACTOR, then the affected compensation as established under this Agreement shall be adjusted. Nothing contained in this Agreement shall require any party to perform any act or function contrary to law. The 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, the CITY and the CONTRACTOR shall negotiate in good faith, a reasonable and appropriate compensation adjustment for any increase or decrease in the Services or other obligations required of the CONTRACTOR due to any modification in this Agreement under this Article. The CITY and the CONTRACTOR shall not unreasonably withhold agreement to such compensation adjustment. 27.02 City -Directed Changes. CITY may direct CONTRACTOR to perform additional services (including new Diversion programs, additional public education activities, etc.), eliminate programs, or modify the manner in which it performs existing Services. Changes in the minimum Diversion requirement set forth in Article 6 of this Agreement, direction of Residential Waste, Commercial Waste, City Waste, or Recyclable Materials to a Disposal or Processing facility other than that selected by the CONTRACTOR, pilot programs and innovative services, which may entail new Collection methods, targeted routing, different kinds of services, different types of Collection vehicles, and/or new requirements for Service Recipients are included among the kinds of changes which CITY may direct. CONTRACTOR shall be entitled to an adjustment in its compensation for providing such additional or modified services but not for the preparation of its proposal to perform such services. January 26, 2024 Page 76 of 86 DRAFT Franchise Agreement 88 27.03 Service Proposal. Within thirty (30) calendar days of receipt of a request for a service change from the CITY, CONTRACTOR shall submit a proposal to provide such service. At a minimum, the proposal shall contain a complete description of the following: • Collection methodology to be employed (equipment, manpower, etc.). • Equipment to be utilized (vehicle number, types, capacity, age, etc.). • Labor requirements (number of employees by classification). • Type of Carts or Bins to be utilized. • Provision for program publicity, education, and marketing. • Five (5) year projection of the financial results of the program's operations in anoperating statement format including documentation of the key assumptions underlying the projections and the support for those assumptions, giving full effect to the savings or costs to existing Services. 27.04 CONTRACTOR acknowledges and agrees that CITY may permit other contractors or companies besides CONTRACTOR to provide additional Collection Services and such other Services not otherwise contemplated if CONTRACTOR and CITY cannot agree on terms and conditions, including compensation adjustments, of such Services in one hundred twenty (120) calendar days from the date when CITY first requests a proposal from CONTRACTOR to perform such Services. 27.05 Monitoring and Evaluation. If the CITY requests, the CONTRACTOR shall meet with the CITY to describe the progress of each new program and other Service issues. If applicable, CONTRACTOR shall document the results of the new programs on a monthly basis, including at a minimum the tonnage Diverted by material type, the end use or Processor of the Diverted materials and the cost per ton for Transporting and Processing each type of material and other such information requested by the CONTRACTOR and/or CITY necessary to evaluate the performance of each program. 27.05.1 At each meeting, the CITY and CONTRACTOR shall have the opportunity to discuss revisions to the program. The CITY shall have the right to terminate a program if, in its sole discretion, the CONTRACTOR is not cost effectively achieving the program's goals and objectives. Prior to such termination, the CITY shall meet and confer with the CONTRACTOR for a period of up to ninety (90) calendar days to resolve the CITY'S concerns. Thereafter, the CITY may utilize a third party to perform these Services if the CITY reasonably believes the third party can improve on CONTRACTOR'S performance and/or cost. Notwithstanding these changes, CONTRACTOR shall continue the program during the ninety (90) day period and, thereafter, until the third party takes over the program. 27.06 Agreement Performance Review. The CITY may conduct, and CONTRACTOR shall cooperate with, one or more performance reviews at any point during the Term of this Agreement to verify CONTRACTOR has fulfilled operational obligations under this Agreement. The purpose of such review shall be, without limitation, to determine if CONTRACTOR has met the performance standards described in this Agreement. CITY may choose to enlist professional service providers that are reasonably acceptable to CONTRACTOR to perform such reviews, and CONTRACTOR shall be required to pay CITY'S actual costs for such services up to fifty thousand dollars ($50,000) per performance review, which shall be a pass -through cost included in the Collection Service Rates in the subsequent Agreement Year. CONTRACTOR shall cooperate with the CITY January 26, 2024 Page 77 of 86 DRAFT Franchise Agreement 89 and its agents during the review process. If any noncompliance with the Agreement is found, the CITY may direct the CONTRACTOR to correct the inadequacies. Performance and service quality review hearings may be scheduled by the CITY at its discretion throughout the Term of this Agreement. 27.07 Agreement Compensation Review. Once every three (3) years, the CONTRACTOR may request that CITY, or CITY may on its own initiative, conduct a compensation review to verify CONTRACTOR'S compensation is and will be consistent with an operating ratio not greater than 90%. CONTRACTOR shall fully cooperate with CITY'S review. The purpose of such review shall be, without limitation, to review all of CONTRACTOR'S actual costs and revenues, excluding any costs contained in the Recyclable Materials Diversion Compensation Element and in the Organic Waste Diversion Compensation Element, and compare them to the compensation received over the same time period. CITY may choose to enlist professional service providers that are reasonably acceptable to CONTRACTOR to perform such reviews, and CONTRACTOR shall be required to pay CITY'S actual costs for such services up to fifty thousand dollars ($50,000) per review, which shall be a pass -through cost through the Collection Service Rates. CONTRACTOR shall cooperate with the CITY and its agents during the review process. The review shall be used to adjust the estimated costs that are used to calculate Rates in the next rate setting, and the next rate setting shall include an adjustment by an amount necessary to ensure that CONTRACTOR'S compensation was and is consistent with an operating ratio not greater than 90%. The PARTIES acknowledge that the review may result in an increase or decrease in rates to reflect actual costs and revenues. A new exhibit that describes the methodology for performing such review and is mutually agreeable to CITY and CONTRACTOR will be added to the Agreement within one hundred and eighty (180) days after the effective date of this Agreement. ARTICLE 28. LEGAL REPRESENTATION 28.01 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 a contract or Agreement shall be interpreted strictly against the party preparing the same shall not apply herein due to the joint contributions of both PARTIES. ARTICLE 29. FINANCIAL INTEREST 29.01 Representation. CONTRACTOR warrants and represents that no elected official, officer, agent, or employee of the CITY has a financial interest, directly or indirectly, in this Agreement, 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 appropriate Section of California statutes, nor any elected or appointed officer of the 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 interest in the CONTRACTOR. Material interest means direct or indirect ownership of more than five percent (5%) of the total assets or capital stock of the CONTRACTOR. January 26, 2024 Page 78 of 86 DRAFT Franchise Agreement 90 ARTICLE 30. CONTRACTOR'S PERSONNEL 30.01 Personnel Requirements. The CONTRACTOR shall employ and assign qualified personnel to perform all Services set forth herein. The CONTRACTOR shall be responsible for ensuring that its employees comply with all Applicable Laws and regulations and meet all federal, State, and local requirements related to their employment and position. 30.01.1 The CITY may request the transfer of any employee of the CONTRACTOR who materially violates any provision hereof, or who is wanton, negligent, or discourteous in the performance of such employee's duties. 30.01.2 CONTRACTOR'S field operations personnel shall be required to wear a clean uniform shirt bearing the CONTRACTOR'S name. CONTRACTOR'S employees, who normally come into direct contact with the public, including drivers, shall bear some means of individual photographic identification such as a name tag or identification card. 30.01.3 Each driver of a Collection vehicle shall at all times carry a valid California driver's license and all other required licenses for the type of vehicle that is being operated. 30.01.4 Each driver of a Collection vehicle shall at all times comply with all Applicable State and federal Laws, regulations, and requirements. 30.01.5 CONTRACTOR'S employees, officers, and agents shall at no time be allowed to identify themselves or in any way represent themselves as being employees of the CITY. 30.01.6 The CONTRACTOR'S name and the customer service telephone number shall be properly displayed on all Collection vehicles. ARTICLE 31. EXEMPT WASTE 31.01 The CONTRACTOR shall not be 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 the CONTRACTOR, shall be in strict compliance with all federal, State, and local laws and regulations. ARTICLE 32. INDEPENDENT CONTRACTOR 32.01 In the performance of Services pursuant to this Agreement, CONTRACTOR shall be an independent contractor and not an officer, agent, servant, or employee of CITY. CONTRACTOR shall have exclusive control of the details of the Services and work performed and over all Persons performing such Services and work. CONTRACTOR shall be 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 shall obtain any right to retirement benefits, Workers Compensation benefits, or any other benefits that are accrued to CITY employees and CONTRACTOR expressly waives any claim it may have or acquire to such benefits. January 26, 2024 Page 79 of 86 DRAFT Franchise Agreement 91 ARTICLE 33. LAWS TO GOVERN 33.01 The law of the State of California shall govern the rights, obligations, duties, and liabilities of CITY and CONTRACTOR under this Agreement and shall govern the interpretation of this Agreement. ARTICLE 34. CONSENT TO JURISDICTION 34.01 The PARTIES agree that any litigation between CITY and CONTRACTOR concerning or arising out of this Agreement shall be filed and maintained exclusively in the Municipal or Superior Court of Alameda County, State of California, or in the United States District Court for the Northern 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 35. ASSIGNMENT 35.01 No assignment of this Agreement or any right occurring under this Agreement shall be made in whole or in part by the CONTRACTOR without the express written consent of the CITY. The CITY shall 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 the CONTRACTOR without the express written consent of the CITY shall be null and void and shall be grounds for the CITY to declare a default of this Agreement and immediately terminate this Agreement by giving written notice to the CONTRACTOR, and upon the date of such notice this Agreement shall be deemed immediately terminated, and upon such termination all liability of the CITY under this Agreement to the CONTRACTOR shall cease, and the CITY shall have the right to call the performance bond and shall be free to negotiate with other contractors, the CONTRACTOR, or any other Person or company for the service which is the subject of this Agreement. In the event of any assignment, the assignee shall fully assume all the liabilities of the CONTRACTOR. 35.02 The use of a Subcontractor to perform Services under this Agreement shall not constitute delegation of CONTRACTOR'S duties provided that CONTRACTOR has received prior written authorization from the City Representative to subcontract such Services and the City Representative has approved a Subcontractor who will perform such Services. CONTRACTOR shall be responsible for directing the work of CONTRACTOR'S Subcontractors and any compensation due or payable to CONTRACTOR'S Subcontractor shall be the sole responsibility of CONTRACTOR. CONTRACTOR shall maintain all subcontracts or a list of terms, with Subcontractors and make subcontracts or lists available to the City Representative, upon request. The City Representative shall have the right to require the removal of any approved Subcontractor for reasonable cause. As of the Effective Date of the Agreement, the CITY has authorized the use of the Approved Facilities and a Subcontractor for Household Hazardous Waste Collection, as described in Exhibit G and Exhibit F. 35.03 For purposes of this Article when used in reference to CONTRACTOR, "assignment" shall include, but not be limited to (i) a sale, exchange or other transfer of at least fifty-one percent (51%) of CONTRACTOR' s assets dedicated to service under this Agreement to a third party; (ii) a sale, exchange or other transfer of outstanding common stock of CONTRACTOR to a third party provided said sale, exchange or transfer results in a change of control of CONTRACTOR (with control being defined as ownership of more than fifty percent (50%) of CONTRACTOR'S voting securities); (iii) any dissolution, reorganization, consolidation, merger, re -capitalization, stock January 26, 2024 Page 80 of 86 DRAFT Franchise Agreement 92 issuance or re -issuance, voting trust, pooling agreement, escrow arrangement, liquidation, subcontracting or lease -back payments, or other transaction which results in a change of control of CONTRACTOR; (iv) any assignment by operation of law, including insolvency or bankruptcy, making assignment for the benefit of creditors, writ of attachment for an execution being levied against this Agreement, appointment of a receiver taking possession of CONTRACTOR' s property, or transfer occurring in the event of a probate proceeding; and (v) any combination of the foregoing (whether or not in related or contemporaneous transactions) which has the effect of any such transfer or change of control of CONTRACTOR. 35.03.1 Notwithstanding the foregoing, "assignment" shall not include a sale, exchange or other transfer of outstanding voting securities of CONTRACTOR to other Members in CONTRACTOR, or from an existing Member to such Member's family members or trusts of which such Member's family members are the beneficiaries. 35.04 CONTRACTOR acknowledges that this Agreement involves rendering a vital service to CITY'S residents and businesses, and that CITY has selected CONTRACTOR to perform the Services specified herein based on (i) CONTRACTOR'S experience, skill and reputation for conducting its Solid Waste management operations in a safe, effective and responsible fashion, at all times in keeping with applicable environmental laws, regulations and best Solid Waste management practices, and (ii) CONTRACTOR'S financial resources to maintain the required equipment and to support its indemnity obligations to CITY under this Agreement. CITY has relied on each of these factors, among others, in choosing CONTRACTOR to perform the Services to be rendered by CONTRACTOR under this Agreement. ARTICLE 36. COMPLIANCE WITH LAWS 36.01 In the performance of this Agreement, CONTRACTOR shall comply with all Applicable Laws, regulations, ordinances, and codes of the federal, State, and local governments, including without limitation the CITY Municipal Code. 36.02 CITY shall provide written notice to CONTRACTOR of any planned amendment to Chapter 5.32 of the CITY Municipal Code that would substantially affect the performance of CONTRACTOR'S Services pursuant to this Agreement. Such notice shall be provided at least thirty (30) calendar days prior to the City Council's approval of such an amendment. ARTICLE 37. PERMITS AND LICENSES 37.01 CONTRACTOR shall 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 shall provide proof of such permits, licenses or approvals and shall demonstrate compliance with the terms and conditions of such permits, licenses, and approvals upon the request of the City Representative. ARTICLE 38. OWNERSHIP OF WRITTEN MATERIALS 38.01 All reports, documents, brochures, public education materials, and other written, printed, electronic, or photographic materials developed by CITY or CONTRACTOR in connection with the Services to be performed under this Agreement, whether developed directly or indirectly by CITY or CONTRACTOR, shall be and shall remain the property of CITY without limitation or January 26, 2024 Page 81 of 86 DRAFT Franchise Agreement 93 restrictions on the use of such materials by CITY. CONTRACTOR shall not use such materials in connection with any project not connected with this Agreement without the prior written consent of the City Representative. This Article 38 does not apply to ideas or concepts described in such materials and does not apply to the format of such materials. ARTICLE 39. WAIVER 39.01 Waiver by CITY or CONTRACTOR of any breach for violation of any term covenant or condition of this Agreement shall 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 shall not be deemed to be a waiver by CITY of any breach for violation of any term, covenant, or condition of this Agreement. ARTICLE 40. PROHIBITION AGAINST GIFTS 40.01 CONTRACTOR represents that CONTRACTOR is familiar with CITY'S prohibition against the acceptance of any gift by a CITY officer or designated employee. CONTRACTOR shall not offer any City officer or designated employee any gifts prohibited by the CITY. ARTICLE 41. POINT OF CONTACT 41.01 The day-to-day dealings between the CONTRACTOR and the CITY shall be between the CONTRACTOR and the City Representative. ARTICLE 42. NOTICES 42.01 Except as provided herein, whenever either party desires to give notice to the other, it must be given by written notice by personal delivery, U.S. mail, or nationally -recognized courier 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 paragraph. For the present, the PARTIES designate the following as the respective Persons and places for giving of notice: As to the CITY: Linda Smith, City Manager City of Dublin 100 Civic Plaza Dublin, CA 94568 Telephone: (925) 833-6650 Fax: (925) 833-6651 E-Mail: linda.smith@dublin.ca.gov As to the CONTRACTOR: Robert J. Molinaro, President Amador Valley Industries, LLC. P.O. Box 12617 Pleasanton, CA 94588 Telephone: (925) 846-4062 January 26, 2024 Page 82 of 86 DRAFT Franchise Agreement 94 Fax: (925) 846-8058 E-Mail: Debbie@amadorvalleyindustries.com 42.02 Notices shall be effective when received at the address as specified above. Changes in the respective contact name, title, or address to which such notice is to be directed may be made by written notice. Facsimile or electronic mail transmission are acceptable notices, effective when received, however, facsimile or electronic mail transmissions received (i.e., printed or sent) after 4:30 p.m. or on weekends or holidays, will be deemed received on the next business day. The original list of items that are transmitted by facsimile or electronic mail must also be sent by personal delivery, U.S. mail, or nationally -recognized courier as required herein. 42.03 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 as required above by the end of the Work Day. ARTICLE 43. TRANSITION TO NEXT CONTRACTOR 43.01 In the event CONTRACTOR is not awarded an Agreement to continue to provide Collection Services following the expiration or early termination of this Agreement, CONTRACTOR shall cooperate fully with CITY and any subsequent contractors to assure a smooth transition of Services described in this Agreement. Such cooperation shall include but not be limited to transfer of computer data, files, and tapes; providing routing information, route maps, vehicle fleet information, and list of Service Recipients; providing a complete inventory of all Carts and Bins; providing adequate labor and equipment to complete performance of all Collection Services required under this Agreement; taking all actions necessary to transfer ownership of Carts and Bins, as appropriate, to CITY; including transporting such Containers to a location designated by the City Representative; coordinating Collection of materials set out in new Containers if new Containers are provided for a subsequent Agreement; and providing other reports and data required by this Agreement. ARTICLE 44. CONTRACTOR'S RECORDS 44.01 CONTRACTOR shall maintain any and all letters, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for Services or expenditures and disbursements charged to Service Recipients for a minimum period of five (5) years, or for any longer period required by law, from the date of final payment to CONTRACTOR pursuant to this Agreement. 44.02 CONTRACTOR shall maintain all documents and records which demonstrate performance under this Agreement for a minimum period of five (5) years, or for any longer period required by law, from the date of termination or completion of this Agreement. 44.03 Any records or documents required to be maintained pursuant to this Agreement shall be made available for inspection or audit, at any time during regular business hours, upon written request by the City Representative, the City Attorney, City Auditor, City Manager, or a designated representative of any of these officers. Copies of such documents shall be provided to CITY for inspection at the CITY offices when it is practical to do so. Otherwise, unless an alternative site is mutually agreed upon, the records shall be available at CONTRACTOR'S address indicated for receipt of notices in this Agreement. January 26, 2024 Page 83 of 86 DRAFT Franchise Agreement 95 44.04 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 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 shall be granted to any party authorized by CONTRACTOR, CONTRACTOR'S representatives, or CONTRACTOR's successor -in -interest. ARTICLE 45. ENTIRE AGREEMENT 45.01 This Agreement and the Exhibits attached hereto constitute the entire Agreement and understanding between the PARTIES hereto, and it shall not be considered modified, altered, changed or amended in any respect unless in writing and signed by the PARTIES hereto. ARTICLE 46. SEVERABILITY 46.01 If any provision of this Agreement or the application of it to any Person or situation shall to any extent be 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 shall have been held invalid or unenforceable, shall not be affected, shall continue in full force and effect, and shall be enforced to the fullest extent permitted by law. ARTICLE 47. RIGHT TO REQUIRE PERFORMANCE 47.01 The failure of the CITY at any time to require performance by the CONTRACTOR of any provision hereof shall in no way affect the right of the CITY thereafter to enforce the same. Nor shall waiver by the CITY of any breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of any provision itself. ARTICLE 48. ALL PRIOR AGREEMENTS SUPERSEDED, INTENT TO RESTATE AGREEMENT 48.01 This document incorporates and includes all prior negotiations, correspondence, conversations, agreements, contracts, and understandings applicable to the matters contained in this Agreement and the PARTIES agree that there are no commitments, agreements, contracts, 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 shall be predicated upon any prior representations, agreements, or contracts, whether oral or written. 48.02 It is the PARTIES' intent to restate the Collection Service Agreement in the form that it was following the June 16, 2020 Sixth Amendment. It is possible that during the process of preparing the restatement the drafters made unidentified errors that do not reflect text of the Collection Service Agreement as of the Sixth Amendment. Therefore, notwithstanding the foregoing Section 48.01, it is the PARTIES' intent that, to the extent that any such errors are later discovered, any portion of this Agreement (to the extent that it is part of the restatement) shall be read and interpreted to have the meaning set forth in the Collection Service Agreement as amended through the Sixth Amendment. To the extent necessary, the City Manager is hereby authorized to enter into amendments to this Agreement that correct such errors. January 26, 2024 Page 84 of 86 DRAFT Franchise Agreement 96 ARTICLE 49. HEADINGS 49.01 Headings in this document are for convenience of reference only and are not to be considered in any interpretation of this Agreement. ARTICLE 50. EXHIBITS 50.01 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. ARTICLE 51. EFFECTIVE DATE 51.01 This Agreement shall become effective at such time as it is properly executed by the CITY and the CONTRACTOR and the CONTRACTOR shall begin Collection Services, as covered herein, as of ARTICLE 52. C&D DEBRIS COLLECTION SERVICES 52.01 C&D Debris Collection Services. The CONTRACTOR shall provide C&D Collection Service in accordance with Exhibit 86. [SIGNATURES ON NEXT PAGE] January 26, 2024 Page 85 of 86 DRAFT Franchise Agreement 97 IN WITNESS WHEREOF, the CITY and the CONTRACTOR have executed thisAgreement on the day and year first written above. CITY OF DUBLIN CONTRACTOR A Municipal Corporation Amador Valley Industries, LLC LINDA SMITH, CITY ROBERTJ. MOLINARO,PRESIDENT MANAGER Amador Valley Industries, LLC Attest: Marsha Moore, City Clerk Approved as to Form: John Bakker, City Attorney January 26, 2024 Page 86 of 86 DRAFT Franchise Agreement 98 EXHIBIT A: INITIAL SERVICE RATES Placeholder for future exhibit 99 EXHIBIT B: DIRECT SERVICES 100 EXHIBIT B DIRECT SERVICES The following Exhibits (B1 through B6) describe the programs that, in aggregate, represent the direct Services to be performed under the Agreement by the CONTRACTOR. Each of the following Exhibits (B1 through B6) present the programs to be provided to each Service Recipient type. As applicable, each program description generally includes the following details: • Type and size of Containers or service level to be offered by CONTRACTOR under each program; • Frequency of service to be offered by CONTRACTOR; • Location of service; • Materials that are acceptable or prohibited within the program; and, • Other requirements and considerations of the program. CONTRACTOR shall provide the Services for each program described in accordance with the specific program requirements detailed in Exhibits B1 through B6 and CONTRACTOR shall promote such programs using the public education and outreach methods described in the Agreement. January 26, 2024 Page B-1 Franchise Agreement, Exhibit B 101 EXHIBIT B1: SINGLE-FAMILY RESIDENTIAL SERVICES 102 EXHIBIT B1 SINGLE-FAMILY RESIDENTIAL SERVICES 1. Recyclable Materials Collection CONTRACTOR shall Collect Recyclable Materials placed in CONTRACTOR -provided Containers one (1) time per week from SFD Service Units and Transport all Recyclable Materials to the Materials Recovery Facility for Processing in accordance with Article 8 and this Exhibit. Containers: Carts Container Sizes: 32-, 64-, and 96-gallon Carts (or comparable sizes approved by the CITY). The standard Cart size shall be 64-gallon. Upon request by a SFD Service Unit, CONTRACTOR shall provide a 32-gallon or 96-gallon Cart in lieu of the standard 64-gallon Cart for no additional charge. An additional Cart may be added per the approved rate sheet. Service Frequency: One (1) time per week on a scheduled route basis. SFD Collection Services shall be scheduled so that a SFD Service Unit receives SFD Solid Waste Collection Service, SFD Recycling Service, SFD Organic Collection Service, and SFD Used Oil Collection Service on the same Work Day. Service Location: Curbside within three (3) feet of the curb, swale, paved surface of the public roadway, closest accessible roadway, or other such location agreed upon to by the CONTRACTOR and Service Recipient, that will provide safe and efficient accessibility to the CONTRACTOR'S Collection crew and vehicle, or on -premises Collection shall be available in accordance with Section 8.02, as applicable. Acceptable Materials: Recyclable Materials Prohibited Materials: Solid Waste, Organic Waste, C&D, Exempt Waste, Textiles. 2. Organic Waste Collection CONTRACTOR shall Collect Organic Waste placed in CONTRACTOR -provided Carts one (1) time per week from single-family Service Units and Transport all Organic Waste to the approved Organic Waste Processing Facility. Containers: Carts Container Sizes: Service Frequency: Service Location: January 26, 2024 32-, 64-, and 96-gallons (or comparable sizes approved by the CITY). The standard Cart size shall be 64-gallon. Upon request by a SFD Service Unit, CONTRACTOR shall provide a 32-gallon or 96-gallon Cart in lieu of the standard 64-gallon Cart for no additional charge. An additional Cart may be added per the approved rate sheet. One (1) time per week on a scheduled route basis. SFD Collection Services shall be scheduled so that a SFD Service Unit receives SFD Solid Waste Collection Service, SFD Recycling Service, SFD Organic Collection Service, and SFD Used Oil Collection Service on the same Work Day. Curbside within three (3) feet of the curb, swale, paved surface of the public roadway, closest accessible roadway, or other such location agreed upon to by the CONTRACTOR and Service Recipient, that will provide safe and efficient Page B1-1 Franchise Agreement, Exhibit B1 103 EXHIBIT B1 SINGLE-FAMILY RESIDENTIAL SERVICES accessibility to the CONTRACTOR'S Collection crew and vehicle, or on -premises Collection shall be available in accordance with Section 8.02, as applicable. Acceptable Materials: Organic Waste (including both Green Waste and Food Waste, as defined) Prohibited Materials: Recyclable Materials, Solid Waste, C&D, Exempt Waste Other Requirements: CONTRACTOR shall purchase and distribute Organic Waste pails designed to contain Organic Waste prior to placement in the Service Recipient's Organic Waste Cart, in accordance with Section 3.07.10. CONTRACTOR shall provide holiday tree Collection Service and holiday tree drop-off sites in accordance with this Exhibit. 3. Solid Waste Collection CONTRACTOR shall Collect Solid Waste placed in CONTRACTOR -provided Carts one (1) time per week from single-family customers and Transport all Solid Waste to the approved Disposal Facility. Containers: Carts Container Sizes: Service Frequency: Service Location: 32-, 64-, and 96-gallons (or comparable sizes approved by the CITY). The standard Cart size shall be 32-gallon. Upon request by a SFD Service Unit, CONTRACTOR shall provide a 64-gallon or 96-gallon Cart in lieu of the standard 32-gallon Cart for an additional charge, per the approved rate sheet. An additional Cart may be added per the approved rate sheet. One (1) time per week on a scheduled route basis. SFD Collection Services shall be scheduled so that a SFD Service Unit receives SFD Solid Waste Collection Service, SFD Recycling Service, SFD Organic Collection Service, and SFD Used Oil Collection Service on the same Work Day. Curbside within three (3) feet of the curb, swale, paved surface of the public roadway, closest accessible roadway, or other such location agreed upon to by the CONTRACTOR and Service Recipient, that will provide safe and efficient accessibility to the CONTRACTOR'S Collection crew and vehicle, or on -premises Collection shall be available in accordance with Section 8.02, as applicable. Acceptable Materials: Solid Waste Prohibited Materials: Recyclable Materials, Organic Waste, C&D, and Exempt Waste 4. Used Oil Collection Service The CONTRACTOR shall provide Used Oil Collection Service to all SFD Service Units in the Service Area in accordance with this Exhibit. Containers: Used Oil Containers for the accumulation and set -out of Used Oil, and Used Oil Filter Containers for the accumulation and set out of Used Oil Filters Collection Location: Used Oil Containers and Used Oil Filter Containers shall be 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 the CONTRACTOR and Service Recipient, that will provide safe and efficient accessibility to the January 26, 2024 Page B1-2 Franchise Agreement, Exhibit B1 104 EXHIBIT B1 SINGLE-FAMILY RESIDENTIAL SERVICES CONTRACTOR'S Collection crew and vehicle. Other Requirements: Non -Collection. CONTRACTOR shall not be required to Collect material placed in Used Oil or Used Oil Filter Containers unless the material is Used Oil or Used Oil Filters, as appropriate, and is free of contamination other than contamination normally expected to be present as a result of the use, storage or spillage of the oil or filter. In the event of non -Collection, CONTRACTOR shall affix to the Used Oil or Used Oil Filter Container a Non -Collection Notice explaining why Collection was not made and maintain a copy of such notice during the Term of the Agreement. Prior to the end of each Work Day, CONTRACTOR shall notify the City Representative, either by telephone or e- mail, of any non -Collection occurrences. If Con -Collection is because the Used Oil or Filter was placed in an improper Container, CONTRACTOR shall also leave Used Oil or Used Oil Filter Containers in a number sufficient to contain the Used Oil or Used Oil Filters set out, but not exceeding sixteen (16) quarts, or two (2) Used Oil Filters along with the Non -Collection Notice. Spillage. CONTRACTOR shall carry oil absorbent material on all Used Oil Collection vehicles and shall cleanup any Used Oil that spills during Collection that has leaked from the Used Oil or Used Oil Filter Container, or that spills or leaks during the time the Used Oil or Used Oil Filter is in the Collection vehicle. Used Oil and Used Oil Filter Container Distribution. On the next Collection day of receipt of a verbal request of CITY or a Service Recipient, CONTRACTOR shall, at CONTRACTOR'S sole cost and expense, provide the SFD Service Unit where the Service Recipient resides with Used Oil Containers and Used Oil Filter Containers in the number requested by the CITY or the Service Recipient but not exceeding a number sufficient to hold sixteen (16) quarts of Used Oil and two (2) Used Oil Filters. At the time CONTRACTOR Collects Used Oil from a SFD Service Recipient, CONTRACTOR shall, at CONTRACTOR'S sole cost and expense, leave at the premises one (1) Used Oil Container for each Used Oil Container Collected and one (1) Used Oil Filter Container for each Used Oil Filter Container Collected. CONTRACTOR shall keep the outside of all Used Oil and Used Oil Filter Containers clean and may re -use the Containers until the condition of the Container makes it inappropriate for re -use. Handling and Processing. CONTRACTOR shall keep all Used Oil and Filters Collected pursuant to the Agreement segregated from other materials. CONTRACTOR shall Recycle the Used Oil and Used Oil Filters only with Persons who are authorized by the State of California to Recycle such materials. In the event the Used Oil and/or Filter Collected pursuant to the Agreement is contaminated to the extent that the materials require Disposal as a Hazardous Waste, CONTRACTOR shall Dispose of such materials, at CONTRACTOR'S own cost and expense in accordance with Applicable Law. 5. Large Item Collection Service The CONTRACTOR shall provide Large Item Collection Service to all SFD Service Units in the Service Area in accordance with this Exhibit. January 26, 2024 Page B1-3 Franchise Agreement, Exhibit B1 105 EXHIBIT B1 SINGLE-FAMILY RESIDENTIAL SERVICES Collection Time: 6:00 a.m. on the day of Large Item Collection Service Collection Location: Service Level: Frequency: Within three (3) feet of the curb, swale, paved surface of the public roadway, closest accessible roadway, or other such time and location agreed to by the CONTRACTOR and Service Recipient, that will provide safe and efficient accessibility to the CONTRACTOR'S Collection crew and vehicle. The Service Recipient shall be limited to seven (7) cubic yards of Large Items per Collection. Accordingly, CONTRACTOR shall be compensated for the cost of Collecting Large Items in excess of this limitation in accordance with the "Additional Large Item Collection" service rate as set by the CITY and as may be adjusted under the terms of the Agreement. Each SFD Service Unit in the Service Area shall be entitled to receive Large Item Collection Service up to three (3) times per Agreement Year. Large Item Collection Service shall be provided within seven (7) Work Days of receipt of the request on a day agreed to by CONTRACTOR and such SFD Service Unit, except in instances this conflicts with Textile Collection. Accepted Materials: Large Items Prohibited Materials: CONTRACTOR shall not be required to provide Large Item Collection Service if the items left for Collection include Exempt Waste, Used Oil, more than four (4) tires, or items that are not Large Items. CONTRACTOR may also develop rules and policies, subject to CITY approval, that allow it to reject Large Items that are not appropriately bundled or containerized. Other Requirements: CONTRACTOR shall source separate Reusable Materials, Recyclable Materials, and Organic Waste during the Large Item Collection Service and Transport such materials to the appropriate Approved Processing Facility for each material type. Unless otherwise specified by Applicable Law, CONTRACTOR shall Process and/or Dispose of Large Items Collected in accordance with the following hierarchy: (i) reuse as is (where energy efficiency is not compromised); (ii) disassemble for reuse or Recycling; (iii) Recycle or Compost; and if none of the other options are practicable, (iv) Dispose. CONTRACTOR shall promote, manage, staff, operate and administer the Large Item Collection Service in a manner designed to encourage its wide use by Residential occupants. More specifically, but without limiting the generality of the foregoing, CONTRACTOR shall promote the Service annually in the annual Collection brochure and on CONTRACTOR'S website. CONTRACTOR shall obtain CITY approval of all public announcements related to the Large Item Collection Service. CONTRACTOR shall also consider implementing other reasonable promotions of this Service suggested by CITY. 6. Quarterly Textile Collection On a quarterly basis, CONTRACTOR shall Collect Textiles from SFD Service Units in accordance with this Exhibit, at no additional cost to the Service Recipient. Containers: Service Recipient -provided bags January 26, 2024 Page B1-4 Franchise Agreement, Exhibit B1 106 Service Level: Service Frequency: Service Location: Scheduling: EXHIBIT B1 SINGLE-FAMILY RESIDENTIAL SERVICES No volume limit. Quarterly, during one (1) week periods mutually determined by the CITY and CONTRACTOR. Within three (3) feet of the curb, swale, paved surface of the public roadway, closest accessible roadway, or other such location agreed to by the CONTRACTOR and Service Recipient Service Recipient shall call CONTRACTOR seven (7) Work Days in advance to receive such Service. Acceptable Materials: Textiles Prohibited Materials: Solid Waste, Organic Waste, Recyclable Materials, Large Items, and Reusable Items other than acceptable Textiles. Other Requirements: During the one (1) week period in which Textiles are Collected, the CONTRACTOR will not be required to make Large Item Collection Service pick- ups. To the extent they are properly set out for Collection, Textiles shall be Collected and delivered to the Approved Textile Facility for Processing. CITY may direct CONTRACTOR to deliver Textiles to an alternative location. CONTRACTOR shall develop and provide notification to Service Recipients that includes the Textile Collection schedule, an indication of acceptable and prohibited Textiles, and the placement requirements. Such notifications shall be provided in the annual Collection brochure and on CONTRACTOR'S website. 7. Holiday Tree Collection A. Curbside Holiday Tree Collection. CONTRACTOR shall Collect holiday trees from all SFD Service Units to supplement, but not replace, the Collection program offered by the CITY -approved local community groups, including but not limited to the Boy Scouts. CONTRACTOR shall offer SFD Service Units Collection of holiday trees on an annual basis during the period commencing the Monday after CITY -approved local community groups, have completed their Collection, and ending on the last regularly scheduled Collection day of January for each specific Collection route. This schedule is subject to change with written permission from the CITY to accommodate Collection scheduling of the CITY -approved local community groups. Holiday trees shall be Collected on the regular Collection day for each SFD Service Unit. B. Holiday Tree Drop -Off Sites. CONTRACTOR shall supply three (3) Roll -Off Containers, to be placed at three (3) different locations determined by the CITY, to provide a drop-off location for holiday trees. The CONTRACTOR shall service the holiday tree Roll- Off Containers on a regular basis and keep the surrounding area free of any debris. CONTRACTOR shall deliver the three (3) Roll -Off Containers to sites specified by the CITY on the first (1st) business day after December 25, and shall service the Roll -Off Containers until the third (3rd) Monday of January. C. Collection and Processing. Holiday trees Collected by the CONTRACTOR shall be kept separately from other Solid Waste and shall be delivered to the approved Green Waste Processing Facility, Organic Waste Processing Facility, or other CITY -approved entity for Processing, in accordance with the Agreement and Applicable Law. Holiday trees shall be handled in a manner deemed to constitute a reduction in landfill Disposal in accordance with AB 939 and SB 1383, and shall not be January 26, 2024 Page B1-5 Franchise Agreement, Exhibit B1 107 EXHIBIT B1 SINGLE-FAMILY RESIDENTIAL SERVICES used as ADC or AIC. Holiday trees that are flocked, contain tinsel or other decorations may not be Collected via the holiday tree Collection program, where instead customers may Dispose of them in their grey Cart, request an extra pick-up, per the approved rate, or use the Large Item Collection program for their Disposal. 8. Household Battery Collection CONTRACTOR shall Collect Household Batteries from SFD Service Units in accordance with the Agreement and this Exhibit. Location: On top of the Recyclable Materials Cart Containers: Customer -provided, heavy duty zip lock bag that is sealed Frequency: Once per week, on the customer's regularly scheduled Collection day Acceptable Materials: Household Batteries Other Requirements: To the extent they are properly set out for Collection, Household Batteries shall be Collected and delivered for safe Disposal and/or Processing. January 26, 2024 Page B1-6 Franchise Agreement, Exhibit B1 108 EXHIBIT B2: MULTI -FAMILY RESIDENTIAL SERVICES 109 EXHIBIT B2 MULTI -FAMILY RESIDENTIAL SERVICES 1. Recyclable Materials Collection The CONTRACTOR shall provide MFD Recycling Service to all MFD Service Units in the Service Area in accordance with Article 9 and this Exhibit. CONTRACTOR shall Collect Recyclable Materials placed in CONTRACTOR -provided Containers from multi -family customers and shall Transport all Recyclable Materials to the Approved Facility for Processing. Containers: Carts, Bins Container Sizes: 32-, 64-, and 96-gallon Carts; and, 1-, 2-, 3-, 4-, 6-, and 7-cubic yard Bins (or comparable sizes approved by the CITY). Frequency: Each service shall be provided at least once every week and up to five (5) times per week on a scheduled route basis. However, in those instances where the scheduled Collection day falls on a holiday, as set forth in Section 3.09, the Collection day may be adjusted in a manner agreed to between the Service Recipient and the CONTRACTOR as long as service is received a minimum of one (1) time per week. The size of the Bin or Cart and the frequency (above the minimum) of Collection shall be determined between the customer and the CONTRACTOR. However, size and frequency shall be sufficient to provide that no Recyclable Material need be placed outside the Bin or Cart on a regular basis. Service Location: Curbside or other location agreed upon by Service Recipient and CONTRACTOR. On -premises service may be provided in accordance with Section 9.01.1. Acceptable Materials: Recyclable Materials Prohibited Materials: Organic Waste, Solid Waste, C&D, Exempt Waste Other Requirements: CONTRACTOR shall open and close gates, push and/or pull Containers, lock and unlock Containers, or perform other Services as reasonably necessary to access and service Containers, in accordance with Section 9.01.1. MFD Service Units may use Cart(s) or Bin(s) for Recyclable Materials Collection that are shared by the occupants of the MFD Service Units. 2. Organic Waste Collection CONTRACTOR shall Collect Organic Waste in CONTRACTOR -provided Containers not less than one (1) time per week from MFD Service Recipients and Transport all Organic Waste to the Approved Organic Waste Processing Facility. Containers: Carts, Bins Container Sizes: Frequency: 32-, 64-, and 96-gallon Carts; and, 1-, 2-, 3-, and 4-cubic yard Bins (or comparable sizes approved by the CITY and subject to the CONTRACTOR'S ability to safely Collect). Each service shall be provided at least once every week and up to five (5) times per week on a scheduled route basis. However, in those instances where the scheduled Collection day falls on a holiday, as set forth in Section 3.09, the January 26, 2024 Page B2-1 Franchise Agreement, Exhibit B2 110 EXHIBIT B2 MULTI -FAMILY RESIDENTIAL SERVICES Collection day may be adjusted in a manner agreed to between the Service Recipient and the CONTRACTOR as long as service is received a minimum of one (1) time per week. The size of the Bin or Cart and the frequency (above the minimum) of Collection shall be determined between the customer and the CONTRACTOR. However, size and frequency shall be sufficient to provide that no Organic Waste needs to be placed outside the Bin or Cart on a regular basis. Service Location: Curbside or other location agreed upon by Service Recipient and CONTRACTOR. On -premises service may be provided in accordance with Section 9.01.1. Acceptable Materials: Organic Waste (including both Green Waste and Food Waste, as defined) Prohibited Materials: Recyclable Materials, Solid Waste, C&D, Exempt Waste. Other Requirements: CONTRACTOR shall purchase and distribute Organic Waste pails designed to contain Organic Waste prior to placement in the Service Recipient's Organic Waste Container, in accordance with Section 3.07.10. CONTRACTOR shall open and close gates, push and/or pull Containers, lock and unlock Containers, or perform other Services as reasonably necessary to access and empty Containers, in accordance with Section 9.01.1. MFD Service Units may use Cart(s) or Bin(s) for Organic Waste Collection that are shared by the occupants of the MFD Service Units. 3. Solid Waste Collection CONTRACTOR shall Collect Solid Waste placed in CONTRACTOR -provided Containers not less than one (1) time per week from multi -family customers and Transport all Solid Waste to the Approved Facility for Disposal. Containers: Carts, Bins Container Sizes: 32-, 64-, and 96-gallon Carts; and, 1-, 2-, 3-, 4-, 6-, and 7-cubic yard Bins (or comparable sizes approved by the CITY). Frequency: Each service shall be provided at least once every week and up to five (5) times per week on a scheduled route basis. However, in those instances where the scheduled Collection day falls on a holiday, as set forth in Section 3.09, the Collection day may be adjusted in a manner agreed to between the Service Recipient and the CONTRACTOR as long as service is received a minimum of one (1) time per week. The size of the Bin or Cart and the frequency (above the minimum) of Collection shall be determined between the customer and the CONTRACTOR. However, size and frequency shall be sufficient to provide that no Solid Waste need be placed outside the Bin or Cart on a regular basis. Service Location: Curbside or other location agreed upon by Service Recipient and CONTRACTOR. On -premises service may be provided in accordance with Section 9.01.1 Acceptable Materials: Solid Waste January 26, 2024 Page B2-2 Franchise Agreement, Exhibit B2 111 EXHIBIT B2 MULTI -FAMILY RESIDENTIAL SERVICES Prohibited Materials: Recyclable Materials, Organic Waste, C&D, and Exempt Waste Other Requirements: CONTRACTOR shall open and close gates, push and/or pull Containers, lock and unlock Containers, or perform other Services as reasonably necessary to access and service Containers, in accordance with Section 9.01.1. MFD Service Units may use Cart(s) or Bin(s) for Solid Waste Collection that are shared by the occupants of the MFD Service Units. 4. Used Oil and Filter Collection The CONTRACTOR shall provide Used Oil Collection Service to all participating MFD Service Units in the Service Area in accordance with this Exhibit. Containers: Used Oil Containers for the accumulation and set out of Used Oil and Used Oil Filter Containers for the accumulation and set out of Used Oil Filters. Collection Location. Used Oil Containers and Used Oil Filter Containers shall be placed in a Collection box at a location that has been agreed to by the CONTRACTOR, and management of the MFD Service Unit that will provide safe and efficient accessibility to the CONTRACTOR'S Collection crew and vehicle. Frequency: This service shall be provided once every week on a scheduled route basis on the same Work Day as MFD Solid Waste, Organic Waste, or Recycling Collection Service. However, in those instances where the scheduled Collection day falls on a holiday as set forth in Section 3.09, the Collection day may be adjusted in a manner agreed to between the Service Recipient and the CONTRACTOR as long as service is received a minimum of one (1) time per week. Acceptable Materials: Used Oil and Used Oil Filters Prohibited Materials CONTRACTOR shall not be required to Collect material placed in Used Oil or Used Oil Filter Containers unless the material is Used Oil or Used Oil Filters, as appropriate, and is free of contamination other than contamination normally expected to be present as a result of the use, storage or spillage of the oil or filter. Other Requirements Non -Collection In the event of non -Collection, CONTRACTOR shall affix to the Used Oil or Used Oil Filter Container a Non -Collection Notice explaining why Collection was not made. Prior to the end of the Work Day, CONTRACTOR shall notify the City Representative, either by telephone or e-mail, of any non - Collection occurrences. If non -Collection is because the Used Oil or Filter was placed in an improper Container, CONTRACTOR shall also leave Used Oil or Used Oil Filter Containers in a number sufficient to contain the Used Oil or Used Oil Filters set out, but not exceeding sixteen (16) quarts, or two (2) Used Oil Filters per Dwelling Unit, along with the Non -Collection Notice. Spillage. CONTRACTOR shall carry oil absorbent material on all Used Oil Collection vehicles and shall cleanup any Used Oil that spills during Collection that has leaked from the Used Oil or Used Oil Filter Container, or that spills or leaks during the time the Used Oil or Used Oil Filter is in the Collection vehicle. January 26, 2024 Page B2-3 Franchise Agreement, Exhibit B2 112 EXHIBIT B2 MULTI -FAMILY RESIDENTIAL SERVICES Used Oil and Used Oil Filter Container Distribution. Within three (3) Work Days of receipt of request for Used Oil Collection Services, CONTRACTOR shall, at CONTRACTOR'S sole cost and expense, provide the Service Recipient or management of the MFD Service Unit with a sufficient number of Collection boxes for the storage of Used Oil and Used Oil Filters. Each Collection box shall contain six (6) Used Oil Containers, three (3) Used Oil Filter Containers. and one oil funnel. At the time CONTRACTOR Collects Used Oil from a MFD Service Unit, CONTRACTOR shall, at CONTRACTOR'S sole cost and expense, leave at the premises one (1) Used Oil Container for each Used Oil Container Collected and one (1) Used Oil Filter Container for each Used Oil Filter Container Collected. CONTRACTOR shall keep the outside of all Used Oil and Used Oil Filter Containers clean and may re -use the Containers until the condition of the Container makes it inappropriate for re -use. Handling and Processing. CONTRACTOR shall keep all Used Oil and Filters Collected pursuant to the Agreement segregated from other materials. CONTRACTOR shall Recycle the Used Oil and Used Oil Filters only with Persons who are authorized by the State of California to Recycle such materials. In the event the Used Oil and/or Filter Collected pursuant to the Agreement is contaminated to the extent that the materials require Disposal as a Hazardous Waste, CONTRACTOR shall Dispose of such materials, at CONTRACTOR'S own cost and expense in accordance with Applicable Law. 5. Large Item Collection Service The CONTRACTOR shall provide Large Item Collection Service to all MFD Service Units in the Service Area at the times and in a manner agreed to between the CONTRACTOR and the MFD Service Unit management, in accordance with Exhibit H and this Exhibit. Commencing July 1, 2023, Large Item Collection Service shall be provided to all MFD Service Units in the Service Area in accordance with the pilot program described in Exhibit H, unless such Large Item Collection Service is determined infeasible by the CITY during the pilot program described in Exhibit H. Service Level: Frequency: Other Requirements Acceptable Materials The service shall be limited to the Collection of a maximum number of cubic yards of material per Agreement Year calculated by multiplying the number of Dwelling Units in the Service Unit by seven (7) cubic yards. Party responsible for MFD Service Unit property management or Dwelling Unit the MFD Service Unit (as determined by 2022 Pilot Program described in Exhibit H) of, may schedule Large Item Collection Service up to three (3) times per tenant per Agreement Year for no cost up until the MFD Service Unit exceeds the seven (7) cubic yard per Dwelling Unit annual maximum. Large Item Collection Service shall be provided within seven (7) Work Days of receipt of the request, unless there is a conflict with the Textile Collection program. Accordingly CONTRACTOR shall be compensated for the cost of Collecting Large Items in excess of this limitation in accordance with the "Additional Large Item Collection" service rate as set by the CITY and as may be adjusted under the terms of the Agreement. Large Items January 26, 2024 Page B2-4 Franchise Agreement, Exhibit B2 113 EXHIBIT B2 MULTI -FAMILY RESIDENTIAL SERVICES Prohibited Materials Other Requirements CONTRACTOR shall not be required to provide Large Item Collection Service if the items left for Collection include Exempt Waste, Used Oil, Construction and Demolition Debris, more than four (4) tires, or items that are not Large Items. CONTRACTOR may also develop rules and policies, subject to CITY approval, that allow it to reject Large Items that are not appropriately bundled or containerized. CONTRACTOR may adopt reasonable regulations, subject to CITY approval, to ensure that Large Items are appropriately staged for efficient and economical Collection and Processing. Such regulations may include a requirement that materials be placed in the agreed -upon location prior to 6:00 a.m. on pick-up day, that only Large Items be placed in the Roll -Off Container, and that the customer is liable for a reasonable extra handling charge for failure to conform to such regulations. Large Items may be Collected in Roll -Off Containers. If a Roll -Off Container is used to Collect non -working Large Items, CONTRACTOR and MFD Service Unit management must identify a separate location to stage Reusable Materials and Recyclable Materials for pick-up, including, but not limited to, E-Waste, mattresses, and tires, for separate Collection using a flatbed truck. CONTRACTOR shall source separate Reusable Materials, Recyclable Materials, and Organic Waste during the Large Item Collection Service and Transport such materials to the appropriate Approved Processing Facility for each material type. Unless otherwise specified by Applicable Law, CONTRACTOR shall handle Large Items Collected in accordance with the following hierarchy: (i) reuse as is (where energy efficiency is not compromised); (ii) disassemble for reuse or Recycling; (iii) Recycle or Compost; and if none of the other options are practicable, (iv) Dispose. CONTRACTOR shall promote, manage, staff, operate and administer the Large Item Collection Service in a manner designed to encourage its wide use by Residential occupants. More specifically, but without limiting the generality of the foregoing, CONTRACTOR shall promote the service annually on its website and by direct mailing and emailing a Large Item Collection Service guide to each MFD Service Unit management and to each Dwelling Unit of the MFD Service Unit (to be determined by 2022 Pilot Program described in Exhibit H). CONTRACTOR shall also provide an electronic Large Item Collection Service guide that the MFD Service Unit management can use to educate residents about the Large Item Collection Services. CONTRACTOR shall obtain CITY approval of all public announcements related to the Large Item Collection Service. CONTRACTOR shall also consider implementing other reasonable promotions of this Service suggested by CITY. 6. Quarterly Textile Collection CONTRACTOR shall Collect Textiles from MFD Service Units in accordance with this Exhibit. Location: A Location agreed to by the CONTRACTOR and MFD Service Unit management Containers: Service Recipient -provided bags January 26, 2024 Page B2-5 Franchise Agreement, Exhibit B2 114 Frequency: Other Requirements EXHIBIT B2 MULTI -FAMILY RESIDENTIAL SERVICES One (1) week period quarterly, as mutually determined by the CITY and the CONTRACTOR. Textile Collection Service shall be provided during the one (1) week period quarterly. MFD Service Unit management shall call CONTRACTOR seven (7) Work Days in advance to receive such Service. To the extent they are properly set out for Collection, Textiles shall be Collected and delivered to the Approved Textile Facility for Processing or, upon CITY request, an alternative reuse facility. CITY may direct CONTRACTOR to deliver Textiles to an alternative location. CONTRACTOR shall develop and provide notification to MFD Service Unit management that includes the Textile Collection schedule, an indication of acceptable and prohibited Textiles, and the placement requirements. Such notifications shall be provided by direct mailing and emailing. CONTRACTOR shall develop educational material that can be distributed to property residents by the MFD Service Unit management to promote participation in the Textile Collection program. 7. Monthly Household Battery Collection CONTRACTOR shall Collect Household Batteries from the Household Battery Collection boxes located in MFD Service Units in accordance with the Agreement and this Exhibit. Location: A location agreed to by the CONTRACTOR and MFD Service Unit management Containers: CONTRACTOR -provided Household Battery Collection boxes Frequency: On -call, but no less frequently than once per month, as mutually determined by the CONTRACTOR and MFD Service Unit management. In the event that the Household Battery Collection box is not full, MFD Service Unit management shall call CONTRACTOR seven (7) Work Days in advance to cancel or reschedule the previously determined Collection date. Acceptable Materials: Other Requirements: Household Batteries To the extent they are properly set out for Collection, Household Batteries shall be Collected and delivered for safe Disposal and/or Processing. CONTRACTOR shall develop and provide notification to MFD Service Unit management that includes the Household Battery Collection schedule, an indication of acceptable and prohibitable batteries, and the placement requirements. Such notifications shall be provided by direct mailing and emailing. CONTRACTOR shall develop educational material that can be distributed to property residents by the MFD Service Unit management to promote participation in the Household Battery Collection program. January 26, 2024 Page B2-6 Franchise Agreement, Exhibit B2 115 EXHIBIT B3: COMMERCIAL SERVICES 116 EXHIBIT B3 COMMERCIAL SERVICES 1. Recyclable Materials Collection The CONTRACTOR shall provide Commercial Recycling Service to all Commercial Service Units in the Service Area in accordance with this Exhibit and Transport all Recyclable Materials to the Approved Facility for Processing. Containers: Carts, Bins Container Sizes: 32-, 64-, and 96-gallon Carts (or comparable size Carts approved by the CITY); 1-, 2-, 3-, 4-, 6-, and 7-cubic yard Bins (or comparable sizes approved by the CITY), as requested by customer. Service Frequency: At least one (1) time per week and up to five (5) days per week, Monday through Friday, on a scheduled route basis. However, in those instances where the scheduled Collection day falls on a holiday, as set forth in Section 3.09, the Collection day may be adjusted in a manner agreed to between the Service Recipient and the CONTRACTOR as long as service is received a minimum of one (1) time per week. Service Location: Curbside or location agreed upon by CONTRACTOR and Service Recipient at the Commercial Premises per Section 10.01.2. Acceptable Materials: Recyclable Materials Prohibited Materials: Organic Waste, Solid Waste, C&D, Exempt Waste Other Requirements: The size of the Bin or Cart and the frequency (above the minimum) of Collection shall be determined between the customer and the CONTRACTOR. However, size and frequency shall be sufficient to provide that no Recyclable Material need be placed outside the Bin or Cart on a regular basis. CITY retains the right to require modifications to service levels and CONTRACTOR shall respond in accordance with Section 10.01.1. CONTRACTOR shall handle instances of repeated overflow in accordance with Section 10.01.4. CONTRACTOR shall open and close gates, push and/or pull Containers, lock and unlock Containers, or perform other Services as reasonably necessary to access and empty Containers, in accordance with Section 10.01.2. CONTRACTOR shall conduct Commercial Waste audits, in accordance with Section 10.02. 2. Organic Waste Collection CONTRACTOR shall provide Commercial Organics Service to all Commercial Service Units in the Service Area in accordance with this Exhibit, and Transport all Organic Waste to the approved Organic Waste Processing Facility for Processing. Containers: Carts, Bins Container Sizes: 32-, 64-, and 96-gallon Carts (or comparable size Carts approved by the CITY); 1-, 2-, 3-, and 4-cubic yard Bins (or comparable sizes approved by the CITY and subject to the CONTRACTOR'S ability to safely Collect), as requested by January 26, 2024 Page B3-1 Franchise Agreement, Exhibit B3 117 EXHIBIT B3 COMMERCIAL SERVICES customer. Service Frequency: At least one (1) time per week and up to six (6) days per week, Monday through Saturday, on a scheduled route basis. Saturday Collection will only be provided to customers that request Collection for a minimum of three (3) service days during the week (Monday through Friday). However, in those instances where the scheduled Collection day falls on a holiday, as set forth in Section 3.09, the Collection day may be adjusted in a manner agreed to between the Service Recipient and the CONTRACTOR as long as service is received a minimum of one (1) time per week. Service Location: Curbside or location agreed upon by CONTRACTOR and Service Recipient at the Commercial Premises per Section 10.01.2. Acceptable Materials: Organic Waste Prohibited Materials: Recyclable Materials, Solid Waste, C&D, Exempt Waste Other Requirements: The size of the Bin or Cart and the frequency (above the minimum) of Collection shall be determined between the customer and the CONTRACTOR. However, size and frequency shall be sufficient to provide that no Organic Waste needs to be placed outside the Container on a regular basis. CITY retains the right to require modifications to service levels and CONTRACTOR shall respond in accordance with Section 10.01.1. CONTRACTOR shall handle instances of repeated overflow in accordance with Section 10.01.4. CONTRACTOR shall open and close gates, push and/or pull Containers, lock and unlock Containers, or perform other Services as reasonably necessary to access and empty Containers, in accordance with Section 10.01.2. If requested by the Service Recipient, CONTRACTOR shall provide Commercial Service Units with a watertight Container for indoor storage of Commercial Organic Waste prior to placing the waste in the Organic Waste Containers, as specified in Section 3.07.12. CONTRACTOR shall conduct Commercial Waste audits, in accordance with Section 10.02. 3. Solid Waste Collection CONTRACTOR shall provide Commercial Solid Waste Service to all Commercial Service Units in the Service Area in accordance with this Exhibit B3, and Transport all Organic to the Approved Disposal Facility. Containers: Carts, Bins Container Sizes: Service Frequency: 32-, 64-, and 96-gallon Carts (or comparable size Carts approved by the CITY); 1-, 2-, 3-, 4-, 6-, and 7-cubic yard Bins (or comparable sizes approved by the CITY), as requested by customer. At least one (1) time per week and up to six (6) days per week, Monday through Saturday, on a scheduled route basis. However, in those instances where the scheduled Collection day falls on a holiday, as set forth in Section 3.09 , the Collection day may be adjusted in a manner agreed to between the Service January 26, 2024 Page B3-2 Franchise Agreement, Exhibit B3 118 EXHIBIT B3 COMMERCIAL SERVICES Recipient and the CONTRACTOR as long as service is received a minimum of one (1) time per week. Service Location: Curbside or location agreed upon by CONTRACTOR and Service Recipient at the Commercial Premises per Section 10.01.2. Acceptable Materials: Solid Waste Prohibited Materials: Organic Waste, Recyclable Materials, C&D, Exempt Waste Other Requirements: The size of the Bin or Cart and the frequency (above the minimum) of Collection shall be determined between the customer and the CONTRACTOR. However, size and frequency shall be sufficient to provide that no Solid Waste needs to be placed outside the Container on a regular basis. CITY retains the right to require modifications to service levels and CONTRACTOR shall respond in accordance with Section 10.01.1. CONTRACTOR shall handle instances of repeated overflow in accordance with Section 10.01.4. CONTRACTOR shall open and close gates, push and/or pull Containers, lock and unlock Containers, or perform other Services as reasonably necessary to access and empty Containers, in accordance with Section 10.01.2. CONTRACTOR shall conduct Commercial Waste audits, in accordance with Section 10.02. January 26, 2024 Page B3-3 Franchise Agreement, Exhibit B3 119 EXHIBIT B4: CITY SERVICES 120 EXHIBIT B4 CITY SERVICES 1. Recyclable Materials Collection The CONTRACTOR shall provide City Recycling Service to all City Service Units in the Service Area in accordance with this Exhibit and Transport all Recyclable Materials to the Approved Facility for Processing. City Service Units that are owned by the CITY but leased to an outside entity fall under Commercial Services, Exhibit B3, per the approved rates. Containers: Carts, Bins Container Sizes: 32-, 64-, and 96-gallon Carts (or comparable size Carts approved by the CITY); 1-, 2-, 3-, 4-, 6-, and 7-cubic yard Bins (or comparable sizes approved by the CITY), as requested by CITY. Service Frequency: At least one (1) time per week and up to five (5) days per week, Monday through Friday on a scheduled route basis. However, in those instances where the scheduled Collection day falls on a holiday, as set forth in Section 3.09, the Collection day may be adjusted in a manner agreed to between the Service Recipient and the CONTRACTOR as long as service is received a minimum of one (1) time per week. Service Location: Curbside or location agreed upon by CONTRACTOR and Service Recipient at the City Premises. Acceptable Materials: Recyclable Materials Prohibited Materials: Organic Waste, Solid Waste, C&D, Exempt Waste Other Requirements: The size of the Bin or Cart and the frequency (above the minimum) of Collection shall be determined between the CITY and the CONTRACTOR. However, size and frequency shall be sufficient to provide that no Recyclable Material need be placed outside the Bin or Cart on a regular basis. CITY retains the right to require modifications to service levels and CONTRACTOR shall respond in accordance with Section 10.01.1. CONTRACTOR shall handle instances of repeated overflow in accordance with Section 10.01.4. CONTRACTOR shall open and close gates, push and/or pull Containers, lock and unlock Containers, or perform other Services as reasonably necessary to access and empty Containers, in accordance with Section 11.01.1. CONTRACTOR shall conduct CITY waste audits, in accordance with Section 10.02. 2. Organic Waste Collection CONTRACTOR shall provide City Organics Service to all City Service Units in the Service Area in accordance with this Exhibit, and Transport all Organic to the applicable Approved Facility for Processing. City Service Units that are owned by the CITY but leased to an outside entity fall under Commercial Services, Exhibit B3, per the approved rates. Containers: Carts, Bins Container Sizes: 32-, 64-, and 96-gallon Carts (or comparable size Carts approved by the CITY); 1-, January 26, 2024 Page B4-1 Franchise Agreement, Exhibit B4 121 Service Frequency: EXHIBIT B4 CITY SERVICES 2-, 3-, and 4-cubic yard Bins (or comparable sizes approved by the CITY), as requested by CITY. At least one (1) time per week and up to six (6) days per week, Monday through Saturday, on a scheduled route basis. Saturday Collection will only be provided to customers that request a minimum of three (3) service days during the week (Monday through Friday). However, in those instances where the scheduled Collection day falls on a holiday, as set forth in Section 3.09, the Collection day may be adjusted in a manner agreed to between the Service Recipient and the CONTRACTOR as long as service is received a minimum of one (1) time per week. Service Location: Curbside or location agreed upon by CONTRACTOR and Service Recipient at the Commercial Premises. Acceptable Materials: Organic Waste Prohibited Materials: Recyclable Materials, Solid Waste, C&D, Exempt Waste Other Requirements: The size of the Bin or Cart and the frequency (above the minimum) of Collection shall be determined between the CITY and the CONTRACTOR. However, size and frequency shall be sufficient to provide that no Organic Waste needs to be placed outside the Container on a regular basis. CITY retains the right to require modifications to service levels and CONTRACTOR shall respond in accordance with Section 10.01.1. CONTRACTOR shall handle instances of repeated overflow in accordance with Section 10.01.4. CONTRACTOR shall open and close gates, push and/or pull Containers, lock and unlock Containers, or perform other Services as reasonably necessary to access and empty Containers, in accordance with Section 11.01.1. CONTRACTOR shall conduct CITY waste audits, in accordance with Section 10.02. 3. Solid Waste Collection CONTRACTOR shall provide City Solid Waste Service to all City Service Units in the Service Area in accordance with this Exhibit, and Transport all Organic to the Approved Disposal Facility. City Service Units that are owned by the CITY but leased to an outside entity fall under Commercial Services, Exhibit B3, per the approved rates. Containers: Carts, Bins Container Sizes: Service Frequency: 32-, 64-, and 96-gallon Carts (or comparable size Carts approved by the CITY); 1-, 2-, 3-, 4-, 6-, and 7-cubic yard Bins (or comparable sizes approved by the CITY), as requested by customer. At least one (1) time per week and up to six (6) days per week, Monday through Saturday, on a scheduled route basis. However, in those instances where the scheduled Collection day falls on a holiday, as set forth in Section 3.09, the Collection day may be adjusted in a manner agreed to between the Service Recipient and the CONTRACTOR as long as service is received a minimum of one (1) time per week. January 26, 2024 Page B4-2 Franchise Agreement, Exhibit B4 122 EXHIBIT B4 CITY SERVICES Service Location: Curbside or location agreed upon by CONTRACTOR and Service Recipient at the City Premises. Acceptable Materials: Solid Waste Prohibited Materials: Organic Waste, Recyclable Materials, C&D, Exempt Waste Other Requirements: The size of the Bin or Cart and the frequency (above the minimum) of Collection shall be determined between the CITY and the CONTRACTOR. However, size and frequency shall be sufficient to provide that no Solid Waste needs to be placed outside the Container on a regular basis. CITY retains the right to require modifications to service levels and CONTRACTOR shall respond in accordance with Section 10.01.1. CONTRACTOR shall handle instances of repeated overflow in accordance with Section 10.01.4. CONTRACTOR shall open and close gates, push and/or pull Containers, lock and unlock Containers, or perform other Services as reasonably necessary to access and empty Containers, in accordance with Section 11.01.1. CONTRACTOR shall conduct CITY waste audits, in accordance with Section 10.02. 4. Roll -Off Container Service A. Conditions of Service. Upon receipt of notice from the City Representative, CONTRACTOR shall provide Roll -Off Container Service for the Collection of Large Items at no additional cost to the CITY. CONTRACTOR shall deliver and pick-up the Roll -Off Containers at the direction of the City Representative. The notice to CONTRACTOR shall specify the date of delivery and Collection of the Roll -Off Containers, the CITY Service Unit location for delivery, and the number of and size of the Roll -Off Containers to be delivered. Roll -Off Container service shall be provided within three (3) working days of receipt of notice or on such date as indicated in the notice thereafter. The CONTRACTOR shall provide Roll -Off Container service to CITY Service Units in the Service Area up to fifteen (15) times per Agreement Year, and such Collection by the CONTRACTOR shall be limited to providing Roll -Off Containers with a cumulative total capacity of three hundred fifteen (315) cubic yards in any Agreement Year except as otherwise provided in Article 11 or this Exhibit B4. The CITY Service Unit shall not deposit dirt, rock, concrete, Exempt Waste, or Construction and Demolition Debris in the Roll -Off Containers. B. Condition and Placement of Roll -Off Containers. The Roll -Off Containers shall be clean, free of graffiti, and in good repair. The Roll -Off Containers must be clearly marked and identifiable as belonging to CONTRACTOR. Roll -Off Containers shall comply with the Container standards set forth in Section 14.01.9. Special consideration shall be given when determining the delivery and pickup area for the Roll -Off Containers to ensure that the flow of traffic is not impeded and that it does not result in aesthetic degradation of an area. If the Service Recipient and the CONTRACTOR cannot agree on a delivery and pick up area, the area shall be determined by the City Representative. In addition, if, in the opinion of the City Representative, the delivery and pick up area is inappropriate, the City Representative may require the CONTRACTOR to relocate the Roll -Off Container. C. Calculation of Maximum Cubic Yardage Capacity of Roll -Off Containers Per Agreement Year. The CITY may obtain a Roll -Off Container of any given capacity so long as the total cubic yards remaining to the CITY out of three hundred fifteen (315) total yards is greater than or equal to one-half (1/2) January 26, 2024 Page B4-3 Franchise Agreement, Exhibit B4 123 EXHIBIT B4 CITY SERVICES of the size of the Container ordered, and further provided that the order will not result in the CITY receiving Roll -Off Container service more than fifteen (15) times in an Agreement Year. For example, if the CITY has received fourteen (14) Roll -Off Containers with a total capacity of three hundred (300) cubic yards, the CITY could request a Roll -Off Container with a maximum capacity of thirty (30) cubic yards. 5. Neighborhood Clean -Up Service A. CONTRACTOR shall, in response to the written request of the City Representative, deliver and Collect Roll -Off Containers for use in Residential Neighborhood Clean -Up programs. Total Neighborhood Clean -Up Service Collection by the CONTRACTOR shall be limited to the equivalent of four hundred eighty (480) cubic yards in any Agreement Year. Each clean-up event shall consist of a single Collection day beginning at 6:00 a.m. and ending at 6:00 p.m. The City Representative shall notify CONTRACTOR in writing not less than five (5) calendar days prior to the date of the service. The notice to CONTRACTOR shall specify the date of delivery and Collection of the Roll -Off Containers, the location(s) for delivery, and the number of and size of the Roll -Off Containers to be delivered. As part of this service, CONTRACTOR shall provide on -site supervision at all times the Roll - Off Containers are available for Neighborhood Clean -Up Services. At such time as the Roll -Off Container is full, but not later than the end of the Neighborhood Clean -Up Service day, CONTRACTOR shall Transport and deliver the Collected materials to the Disposal Facility, Organic Waste Processing Facility, the Materials Recovery Facility, Large Item Processing Facility, or such other facility approved for each material type Collected, as approved by the City Representative. CONTRACTOR shall not comingle materials Collected and shall Collect Solid Waste, Organic Waste, Recyclable Materials, and Large Items separately during the Neighborhood Clean -Up Services and Transport the materials to the Approved Facility for each material type. B. With the prior written consent of the City Representative, CONTRACTOR may provide for the Collection of materials at a Neighborhood Clean-up Service event in a vehicle or Container other than a Roll -Off Container. However, in the event the CONTRACTOR elects to utilize this alternative Collection process, CONTRACTOR is responsible for obtaining documentation of the weight of the materials Collected, Diverted, and Disposed in a manner that is acceptable to the CITY and Applicable Law. 6. Collection of CITY Public Containers. CONTRACTOR shall provide Collection, Transporting, and Disposal or Processing service to those public Solid Waste, Organic Waste, Recyclable Materials, and/or Food -Soiled Paper containers (i.e., "pizza box" containers) at up to one hundred (100) locations as specified by the CITY, in place or placed by the CITY on sidewalks and other CITY properties, with the exception of CITY parks service specified in Section 3.02.16, during the Term of the Agreement. Frequency of Collection may be designated by the CITY, not to exceed six (6) times per week per Container. CONTRACTOR shall provide this service at no additional cost to CITY. In the event that public Containers are designed and able to separately contain source separated Recyclable Materials and/or source separated Organic Waste, CONTRACTOR shall Process and Divert such materials in accordance with the Agreement, and shall not commingle such materials with Solid Waste. 7. City -Sponsored Events CONTRACTOR shall provide Solid Waste Collection and Disposal Services, Recycling and Organic Waste January 26, 2024 Page B4-4 Franchise Agreement, Exhibit B4 124 EXHIBIT B4 CITY SERVICES Collection and Processing Services, and portable toilets at up to three (3) CITY sponsored events as requested by CITY. Such Services shall be provided in such a manner that all Solid Waste, Recycling, Organic Waste, and portable toilet needs of the event are adequately and properly provided for by CONTRACTOR at no cost of any kind to the CITY. The current list of events and service needs for each event are set forth in Exhibit B5, which is attached to and included in the Agreement. 8. HHW Services A. HHW Drop -Off Events. CONTRACTOR shall be responsible for promoting, managing, staffing, and operating one (1) annual drop-off event to accept Household Hazardous Waste (HHW) from residents of the CITY as described in Section 11.05. HHW to be Collected at the event shall include, at a minimum, items such as: paint, stain, varnish, thinner and adhesives; auto products such as old fuel, motor oil, oil filters and batteries: Household Batteries; cleaners and sprays; and garden products, including pesticides and fertilizers. B. HHW Disposal Event Plan. CONTRACTOR shall provide HHW drop-off Service in a manner consistent with the HHW Disposal Event Plan set forth in Exhibit 10, which is attached to and included in the Agreement and the provisions of Section 11.05 and this Exhibit B4. The plan includes the use of a Subcontractor to provide the actual Services. CITY herein approves the use of Subcontractors and CONTRACTOR agrees not to replace Subcontractor without the approval of the CITY. C. Cost. Except as set forth below, all costs, including but not limited to Transportation, management, administration, site selection, Processing and Disposal, related to this event shall be the responsibility of the CONTRACTOR and no additional compensation will be provided by the CITY. D. Advertising. CONTRACTOR shall prepare and pay for publication of all advertisements and public announcements regarding the HHW events. CONTRACTOR shall advertise the HHW events to all SFD Service Recipients and all tenants of MFD Service Units using the CONTRACTOR'S website and direct mailings. All promotional material shall be approved by the CITY prior to release to the public. CONTRACTOR shall arrange for an appointment system to be in place to allow residents to call in to make appointments to drop-off material at the HHW events. The appointment system shall be designed to minimize waiting time for residents and to encourage participation. E. Event Details. The date and site of the HHW event shall be selected by the CITY and approved by the CONTRACTOR. The CONTRACTOR shall assist the CITY in locating a site, if requested, and such site shall always be within the Municipal limits of the CITY. Each HHW event shall be held as a unique event, not combined with other events required by the Agreement, unless otherwise authorized by the City Representative. At such events, the CONTRACTOR shall accept HHW delivered by CITY residents during a seven (7) hour period. CONTRACTOR shall provide personnel that will assist with directing traffic; verifying residency of Persons delivering HHW; documenting the number of residents delivering materials; and directing residents where to unload materials. In addition, CONTRACTOR shall be responsible for managing the HHW event; supervising and directing event personnel; inspecting materials delivered to the event; separating and packaging HHW: documenting the quantity of each material type and reporting said quantities to the CITY; Transporting HHW to reuse, Recycling, and/or Processing locations; and cleaning- up the location at the end of the event. CONTRACTOR shall be prepared to accept a maximum amount of twenty (20) tons of HHW at the initial event. In the event more than twenty (20) tons of HHW are Collected at the initial event CITY will compensate CONTRACTOR in accordance with the "HHW Additional Ton January 26, 2024 Page B4-5 Franchise Agreement, Exhibit B4 125 EXHIBIT B4 CITY SERVICES Rate" as set by the CITY. Thereafter, the maximum amount to be Collected without additional compensation shall be the prior year's maximum amount multiplied by one (1) plus the Annual Growth factor used to calculate the annual compensation adjustment as set forth in Section 5.05.1.2. F. Personnel. CONTRACTOR shall provide properly trained and qualified personnel to handle, unload, package and Transport HHW to proper vendors for Recycling and Disposal. CONTRACTOR shall provide appropriate Containers for the HHW. CONTRACTOR shall make a good faith effort to minimize waiting time for residents participating in the HHW drop-off event. G. Reporting. CONTRACTOR shall provide CITY with a report within thirty (30) days of the event summarizing the number of participants and the total tonnage Collected by material type. In addition, the report shall provide detail financial data regarding the cost of the event including but not limited to administrative, training, setup and cleanup, Transportation, and Processing. 9. Abandoned Waste CONTRACTOR shall direct its Collection vehicle drivers to note the address, or other location description, where Solid Waste, Recyclable Material, C&D, and/or Organic Waste has been dumped in an apparently unauthorized manner. CONTRACTOR shall deliver the address or description to CITY within three (3) Work Days of such observation. When requested by CITY, CONTRACTOR shall dispatch a truck to Collect any abandoned waste at locations in the CITY, whether or not identified by CONTRACTOR pursuant to the foregoing sentence. CONTRACTOR shall Collect abandoned waste from such location within two (2) Work Days of receiving the verbal or written request unless special circumstances warrant a longer period, in which case CONTRACTOR shall notify the CITY of such circumstances and the need for additional time to Collect materials within twenty-four (24) hours of the CITY's verbal or written notice to Collect abandoned waste. CONTRACTOR shall be responsible for Collection, Transportation, and Processing, Recycling, or Disposal of such material. CONTRACTOR shall record the date, time, location, and description of material Collected, including estimated volume of such material; location where such material was Processed or Disposed; and cost of Disposal. 10. City Training and Outreach Upon request by the City Representative, CONTRACTOR shall provide training for CITY staff members and service providers for CITY facilities, such as janitorial staff and landscaping contractors, about proper source separation and how to effectively participate in the CITY'S Collection program. January 26, 2024 Page B4-6 Franchise Agreement, Exhibit B4 126 EXHIBIT B5: CITY -SPONSORED EVENTS LIST 127 EXHIBIT B5 CITY -SPONSORED EVENTS LIST CONTRACTOR shall provide portable restroom service and Recyclable Materials, Organic Waste, and Solid Waste Collection Services for up to three (3) CITY -sponsored special events per Rate Period at no cost to the event or CITY. Portable restroom service includes, but is not limited to, the provision of single skid toilets, standard toilets, handicap toilets, VIP portable restroom trailers, hand washing systems, grey water tanks, and holding tanks. Examples of current CITY -sponsored events and service needs are listed in the below figure; however, in no way should these examples be considered limiting. The CITY reserves the right to adjust the service needs for specific events. The three (3) CITY -sponsored events per Rate Period shall be directed by the CITY. Event Portable Restroom Requirements Collection Requirements Splatter • Single skid toilets • 1 VIP portable restroom trailer • 3 Handicap toilets • Two 2-Person hand wash systems Solid Waste, Recyclable Materials, and Organic Waste Collection: To be set by CITY based on the needs of the event. St. Patrick' s Day • 24 Standard toilets • 1 Double VIP portable restroom trailer • 7 Handicap toilets • Seven 2-Person hand wash systems • One 250-gallon holding tank Solid Waste, Recyclable Materials, and Organic Waste Collection: To be set by CITY based on the needs of the event. January 26, 2024 Page B5-1 Franchise Agreement, Exhibit B5 128 EXHIBIT B6: C&D COLLECTION SERVICES 129 EXHIBIT B6 C&D COLLECTION SERVICES 1. C&D Debris Collection Services. The CONTRACTOR shall provide C&D Debris Collection Service to all C&D Service Units in the Service Area whose C&D Debris is properly containerized in C&D Debris Boxes and where the C&D Debris Boxes are accessible as set forth in this Exhibit. CONTRACTOR shall provide C&D Debris Collection Service at the service rates set by the CITY under the terms of the Agreement. CONTRACTOR shall deliver and pick-up the C&D Debris Boxes at the direction of the Service Recipient. 2. Collection Details A. Containers. CONTRACTOR shall provide C&D Debris Boxes for C&D Service Units. The C&D Debris Boxes shall be clean, free of graffiti, and in good repair. The Containers and/or Bins must be clearly marked and identifiable as belonging to CONTRACTOR. C&D Debris Boxes shall comply with the Container colors and labeling standards set forth in Section 14.01.9. B. Collection Standards. Special consideration shall be given when determining the delivery and pickup area for the C&D Debris Boxes to ensure that the flow of traffic is not impeded and that it does not result in aesthetic degradation of an area. If the Service Recipient and CONTRACTOR cannot agree on a delivery and pick up area, the area shall be determined by the CITY In addition, if, in the opinion of the CITY the delivery and pickup area is inappropriate, CITY may require the CONTRACTOR to relocate the Containers and/or Bins. C. Frequency of Service. Each service shall be provided on an on -call basis. The size of the Container and/or Bin and the frequency of Collection shall be determined between the customer and the CONTRACTOR. However, size and frequency shall be sufficient to provide that no C&D Debris need be placed outside the Container and/or Bin on a regular basis. D. Accessibility. CONTRACTOR shall Collect all C&D Debris Boxes that are readily accessible to the CONTRACTOR's crew and vehicles and not blocked. CONTRACTOR may notify the City Representative daily, either by telephone or e-mail, of all situations that prevent or hinder Collection from any C&D Service Unit. E. Non -Collection. CONTRACTOR shall not be required to Collect any C&D Debris that is not placed in a C&D Debris Box unless such C&D Debris is outside the Debris Box as a result of overflow. In the event of non -Collection, CONTRACTOR shall affix to the Container and/or Bin a Non -Collection Notice explaining why Collection was not made. CONTRACTOR shall maintain copies of the Non - Collection Notice during the Term of the Agreement. F. Overflow. In the case of repeated overflows of C&D Debris, CONTRACTOR shall contact the C&D Service Unit management to arrange for an appropriate change in Container and/or Bin size, Collection frequency or both. In the event CONTRACTOR cannot successfully contact the C&D Service Unit management after three (3) attempts, or cannot reach an agreement with such management regarding the change in service, CONTRACTOR shall advise the City Representative, either by telephone or e-mail, of the details of the overages, and the attempts at communication with the C&D Service Unit management. The City Representative shall respond to CONTRACTOR's report and make a final written determination. Within five (5) Work Days of receipt of the City January 26, 2024 Page B6-1 Franchise Agreement, Exhibit B6 130 EXHIBIT B6 C&D COLLECTION SERVICES Representative's written determination, CONTRACTOR shall change the Collection Service in accordance with such written determination. January 26, 2024 Page B6-2 Franchise Agreement, Exhibit B6 131 EXHIBIT C: CONTRACTOR'S COST AND COMPENSATION Placeholder for future exhibit 132 EXHIBIT Cl: CONTRACTOR'S COST PROPOSAL Placeholder for future exhibit 133 EXHIBIT C2: CONTRACTOR'S COMPENSATION AND RATES Placeholder for future exhibit 134 EXHIBIT C3: COMPENSATION ADJUSTMENT MODEL Placeholder for future exhibit 135 EXHIBIT D: REPORTING REQUIREMENTS 136 EXHIBIT D REPORTING REQUIREMENTS 1. General A. General Purpose. Reports are intended to compile recorded data into useful forms of information that can be used by the CITY. All reports shall be adequate to meet CITY'S current and future reporting requirements to CalRecycle, including AB 939, AB 341, AB 1826, and SB 1383 and corresponding regulations; and any other local, State, or Federal agency statutes and regulations throughout the Term of the Agreement. B. Failure to Report. Failure of CONTRACTOR to comply with the reporting requirements as set forth in this Exhibit may result in an assessment of liquidated damages in accordance with Article 22. C. Submittal Process. Reports shall be submitted in accordance with the format and timeline specified in Article 18. 2. Monthly Reports Monthly reports shall be submitted by CONTRACTOR to CITY and shall include the following information pertaining to the most recently completed calendar month. In addition, each monthly report shall include a year-to-date summary page that includes the data submitted from the monthly report(s) submitted in the calendar year prior to the submittal of the current monthly report. CONTRACTOR shall report the information included in the following subsections. A. Tonnage Report 1. Solid Waste Data. a. The number of SFD, MFD, C&D, DUSD, City and Commercial Service Units and the number of Containers (C&D Debris Boxes, Solid Waste Bins and Carts, etc.) distributed by size and Service Unit type. b. A listing of the actual tonnage from all Collection Services, including Large Item Collection Service, Collected, Diverted, and Disposed by the CONTRACTOR at the Disposal Facility for the preceding month sorted between SFD, MFD, C&D, Commercial and CITY Service Units and between Roll -Off Containers and all other Containers to extent practical (as required by Sections 5.07 and 5.08). All tonnage data should be compared to the corresponding tonnage data from the prior year's comparable period. 2. Recyclable Materials Data. The number of gross tons Collected monthly on average by route for C&D, SFD, MFD, City and Commercial Recycling Service, including Recyclable Materials Collected as part of Large Item Collection Service, for the preceding month. The average participation rates for each month relative to the total number of Service Units by Service Unit type. All tonnage data should be compared to the corresponding tonnage data from the prior year's comparable period. 3. Organic Waste Data. The number of gross tons Collected monthly on average by route for C&D, SFD, MFD, City and Commercial Organics Service, including Organic Materials Collected as part of Large Item Collection Service, for the preceding month Indicate average participation rates relative to the total number of Service Units in terms of weekly set -out counts. Indicate number of Organic Waste Bins and Carts distributed by size and Service Unit January 26, 2024 Page D-1 Franchise Agreement, Exhibit D 137 EXHIBIT D REPORTING REQUIREMENTS type. All tonnage data should be compared to the corresponding tonnage data from the prior year's comparable period. 4. Tonnage summary. CONTRACTOR shall report a summary of the total quantities in tons of Discarded Materials Collected, Transferred, Processed, and Disposed by the CONTRACTOR, all of which shall be based on actual certified scale weights for each load, if available, or similarly accurate methodology pursuant to weighing protocol. Tonnage shall be reported separately by: a. Material type, which shall include, at a minimum, separate reporting of source separated Recyclable Materials, Organic Waste, Solid Waste, Large Items, Textiles, and any other type of Discarded Material separately Collected by CONTRACTOR; b. Customer/sector type (SFD, MFD, C&D, DUSD, CITY, and Commercial); and, c. Approved Facility and Facility type. 5. Report Residue level and tonnage for all Discarded Materials Processed, listed separately by material type Collected and Approved Facility(ies) used. 6. Source separated Recyclable Materials tonnage Marketed, by commodity, and including average commodity value for each, and Processing residue tonnage Disposed, listed separately by material type Collected and Approved Facility(ies) used. B. Collection and Subscription Report 1. Number of Containers at each service level by customer type and program, including: a. A summary of the total gallons of Cart service, cubic yards of Bin service, and pulls; and cubic yards or tons of drop box and Compactor service by customer type. 2. A summary of customer subscription data, including the number of accounts; the number of customers subscribing to each Cart, Bin, and Roll -Off service level listed separately for each Service Recipient type and separately for each type of material; and the number of Large Item Collections performed. 3. A record demonstrating CONTRACTOR'S compliance with the service update requirements in response to waivers granted by the CITY or its designee, in accordance with Section 3.20, including the Service Recipient name and address for each waiver. C. Customer Service Log. 1. A copy of the customer service log, including a summary of the type of complaints (e.g., missed pickups, scheduled cleanups, billing concerns, damage claims, SB 1383 non- compliance), number of complaints, and the resolution of each complaint. 2. CONTRACTOR shall include a section detailing SB 1383 non-compliance complaints submitted to the CONTRACTOR, which shall include at a minimum: the complaint as received; name and contact information of the complainant, if the incident is not submitted anonymously; identity of the alleged violator, if known; description of the alleged violation, including location(s) and all other relevant factors known; identity of any witnesses, if known; and, if requested by the CITY pursuant to Section 21.01.4, the date the CONTRACTOR conducted additional outreach or investigated the complaint (if applicable); documentation of the findings of the January 26, 2024 Page D-2 Franchise Agreement, Exhibit D 138 EXHIBIT D REPORTING REQUIREMENTS investigation; and, any photographic evidence collected during the investigation. CONTRACTOR shall include copies of all related reports submitted by CONTRACTOR to the CITY in accordance with Section 21.01.4. D. Contamination Monitoring Report The CONTRACTOR shall submit the following information regarding contamination response, pursuant to Section 16.08 of the Agreement: 1. Description of the CONTRACTOR'S process for determining Prohibited Container Contaminants; 2. Summary report of contamination notices/Non-Collection Notices, which shall include: a. The total number of contamination/Non-Collection Notices issued; and, b. For each instance: the date of issuance, customer name and service address, a copy of the notice issued, and any photographic documentation or supporting evidence. 3. Documentation of the total number of Containers with contents Disposed of due to observation of Prohibited Container Contaminants; 4. Any other information reasonably requested by the City Representative or specified in contamination monitoring provisions of the Agreement. E. Public Education and Information Activities. 1. CONTRACTOR shall report on all public education and information activities undertaken during the period, including distribution of bill inserts, Collection notification tags, community information and events, school visits, tours and other activities related to the provision of Collection Services. 2. CONTRACTOR shall include copies of education and outreach materials provided during the month and a list of to whom the information was sent, and the date it was sent. CONTRACTOR shall include the dates and content of posted social media posts, e-mail communications, or other electronic messages. 3. For any mass distribution through mailings or bill inserts that occurred in the month, the CONTRACTOR shall maintain a record of the date, a copy of the information distributed, and the type and number of accounts that received the information. CONTRACTOR shall list all languages that education materials were provided in and demonstrate compliance with Section 16.02.4. 3. Quarterly Reports. CONTRACTOR shall submit quarterly reports to the CITY, including the following: A. Monthly Data. All monthly reports in Exhibit D, Section2 summarized by month and averaged for the quarter. All tonnage data should be compared to the corresponding tonnage data from the prior year's comparable period. B. Public Education and Outreach. A summary of the year-to-date public education activities reported in accordance with Exhibit D, Section2. This report shall discuss the impact of these activities on January 26, 2024 Page D-3 Franchise Agreement, Exhibit D 139 EXHIBIT D REPORTING REQUIREMENTS Recycling and Organic Waste Diversion program participation and provide details of events and activities planned for the next period. CONTRACTOR shall provide a description and any supporting documentation of its collaboration and support for the Go Green Initiative, as required by Section 16.02.2, or other applicable partners. C. Recycling and Organic Waste Programs. An analysis of any Recycling and Organic Waste Collection, Processing and marketing issues or conditions occurring during the previous quarter (such as participation, setouts, contamination, etc.) and possible solutions, discussed separately for C&D, DUSD, SFD, MFD, Commercial and CITY programs. CONTRACTOR shall describe its progress with implementing SB 1383 programs, as required under the Agreement, and describe any opportunities identified or challenges faced, including plans for addressing such challenges. D. Service Evaluation. 1. A summary narrative of problems encountered with Collection and Processing activities and actions taken. 2. Indicate type and number of Non -Collection Notices left at Service Recipient locations. 3. Indicate instances of property damage or injury, significant changes in operation, market factors, publicity conducted, needs for publicity. 4. Include description of Processed material loads rejected for sale, reason for rejection and disposition of load after rejection. E. Customer Base Data. CONTRACTOR shall provide customer base data consisting of the number of SFD Service Units billed for additional Services above the minimum service billed by the City, and the number of C&D, DUSD, MFD, and Commercial Service Units billed, sorted by service type, Container size, number of Containers, and frequency of Collection. F. Special Events. Summary of each special event activity, (CITY sponsored or drop-off) including; the name and date of the event, the tonnage Collected, Diverted and Disposed by material type, and other Services provided. CONTRACTOR shall also provide information regarding the logistics of the event and suggestions for improving future events. G. Summary of Historical and Proposed Activities. CONTRACTOR shall provide a narrative of activities undertaken during the quarter and those planned or proposed for the upcoming quarter. H. Commercial Waste Audit. All daily Commercial Waste audits required by the annual Commercial Waste audit plan in Section 10.02 shall be summarized and averaged for the quarter. The quarterly report shall also summarize the audit results by the various segments of Service Recipients who produce Commercial Waste including, but not limited to, MFD, large commercial, small commercial, and schools. I. Exported Materials. Documentation of all materials exported out of State, as provided in 14 CCR Sections 18800 through 18813. 4. Annual Reports CONTRACTOR shall provide an Annual Report, covering the most recently -completed calendar year, in January 26, 2024 Page D-4 Franchise Agreement, Exhibit D 140 EXHIBIT D REPORTING REQUIREMENTS accordance with the format and submittal requirements of this Exhibit. The Annual Report shall include the information in the following subsections. A. Quarterly Data. All quarterly reports summarized by quarter and averaged for the year. For all annual reports, the CONTRACTOR shall include a historical comparison of the last Agreement Year and the average of all Agreement Years. B. Summary of Historical and Proposed Activities. In compliance with Article 16 of the Agreement, CONTRACTOR shall provide a narrative of activities undertaken during the year and those planned or proposed for the upcoming year. CONTRACTOR shall provide information describing if the activity was undertaken in the previous Agreement Year or not, and if not, why it was added. CONTRACTOR shall describe the reason for the discontinuation of any activity and shall describe what activity is replacing it. The CITY shall approve or reject any proposed discontinuation of activities. C. Collection and Processing Report. 1. Recycling Data. Indicate, by material type (and grade where appropriate), the monthly totals of Recyclable Materials Processed and Diverted, including facility name and location, average price received or paid per ton, and total Recycling revenue, expenditures, and total net costs or proceeds. Indicate any quantities, by material type, donated, or otherwise Diverted without compensation. Indicate number of Recycling Bins and Carts distributed by size and Service Unit type. Also provide the location for residue Disposed. Tons of Recyclable Materials Diverted and of residue Disposed may be based on average amounts for such items published by the relevant Processing or Disposal Facility or on waste characterization studies by such Facilities. 2. Organic Waste. a. Indicate the monthly totals of Organic Waste Processed and Diverted, including facility name and location, average price received or paid per ton, and total Organic Waste revenue, expenditures, and total net costs or proceeds. b. Indicate total tons provided to CITY, to CITY residents, or otherwise Diverted without compensation. Indicate number of Organic Waste Bins and Carts distributed by size and Service Unit type. Indicate number of Organic Waste Pails ("kitchen pails") and commercial indoor Organic Waste Containers distributed. c. Also provide the location for residue Disposed. Tons of Organic Waste Diverted and of residue Disposed may be based on average amounts for such items published by the relevant Processing or Disposal Facility or on waste characterization studies by such Facilities. d. Provide documentation demonstrating the actual percent of the material removed for landfill Disposal that is Organic Waste is less than the percent specified in either 14 CCR Section 17409.5.8(c)(2) or 17409.5.8(c)(3), whichever is applicable, and, if applicable, demonstrating compliance with the digestate handling requirements specified in 14 CCR Section 17896.5. e. CONTRACTOR shall provide written notification if the Approved Organic Waste Processing Facility has the capabilities to Process and remove Compostable Plastic bags January 26, 2024 Page D-5 Franchise Agreement, Exhibit D 141 EXHIBIT D REPORTING REQUIREMENTS used by Service Recipients to contain Organic Waste prior to placement in the Organic Waste Container for Collection. 3. Collection and Subscription a. A summary of all data provided in the tonnage report sections, including quarterly and annual totals and averages. b. The type(s) of Collection Service(s) provided, a list of all routes serviced, and a record of the addresses served on each route. c. A summary of subscription data, including the number of accounts; the total number of Generators enrolled with CONTRACTOR for service, listed separately by service level and Container type (Cart, Bin, and Roll -Off service), separately by single-family, MFD, Commercial, City, and C&D Service Recipients, and separately for each type of material Collected. d. A detailed list of Service Recipient information, including Service Recipient type (SFD, MFD, etc.) Solid Waste, Recyclable Materials, and Organic Waste service levels, Service Unit addresses, reflective of customer service levels as of December 1 (for the year in which the report is submitted). 4. Used Oil Program. CONTRACTOR shall provide detailed financial data regarding the cost of providing Used Oil Collection Service. To the extent practical, segregate the program costs between the SFD and MFD programs. Financial data should include, but not be limited to, costs in the following four categories: administration, Collection, Transportation and Disposal. D. Recovered Organic Waste Products 1. Compost and Mulch for City Use. The total amount of Mulch and/or Compost product provided to the CITY in the year for CITY use, in accordance with Section 16.04. 2. Compost Product Give -Away. The results of the CONTRACTOR'S annual Compost product give-away event, pursuant to Section 16.04.3, including the following information: a. The date, time, and location of the event(s); b. The total amount of Mulch and Compost product made available during the give-away event; c. The total amount of Mulch and Compost product picked up by residents during the give- away event; and, d. A copy of educational notices provided to Generators in advance of the give-away event. 3. SB 1383-Qualified Renewable Natural Gas. The total amount of SB 1383 RNG procured by the CONTRACTOR for use in CONTRACTOR vehicles, in diesel gallon equivalents (DGE), including copies of any receipts, invoices, or other similar documentation evidencing procurement. In addition to the amount procured, CONTRACTOR shall include the total amount actually used in CONTRACTOR vehicles in the calendar year, if these values are different. If applicable, include the name, physical location, and contact information of each entity, operation, or facility from whom the SB 1383 RNG was procured. January 26, 2024 Page D-6 Franchise Agreement, Exhibit D 142 EXHIBIT D REPORTING REQUIREMENTS E. Diversion Plan. CONTRACTOR shall provide a plan for approval by the CITY that describes the measures CONTRACTOR intends to take in the upcoming year to comply with Section 6.01. The Diversion plan shall also provide a summary of the actual Diversion achieved during the prior year. The Diversion plan shall analyze all current Diversion programs and activities. To ensure that progress is made in achieving the minimum annual Diversion rate, the Diversion plan shall also recommend, and project the impact of, programmatic improvements for all Services provided under in the Agreement. F. Monitoring and Enforcement Report 1. A summary of the total number of SB 1383 regulatory non-compliance complaints that were received, and the total number investigated (if applicable). 2. The total number of contamination notices, categorized by sector. 3. Copies of all contamination notices and educational materials issued to non -compliant Generators. G. Vehicle and Equipment Inventory 1. A list of all vehicles used in performing Services under the Agreement including the license plate number, VIN, make, model, model year, purchase date, engine overhaul/rebuild date (if applicable), and mileage on June 30. H. Public Education and Outreach Report 1. A copy of all education and outreach materials provided or otherwise used for education and outreach efforts in accordance with the Agreement, including, but not limited to: flyers, brochures, newsletters, invoice messaging/billing inserts, and website and social media postings. 2. In instances of direct, in -person contact, a record of the date and to whom the information was disseminated to or direct contact made, in the form of a list that includes: recipient name or account name, the type of education or outreach received, the distribution date, and the method of distribution. 3. For any mass distribution through mailings or bill inserts, the CONTRACTOR shall maintain a record of the date, a copy of the information distributed, and the type and number of accounts that received the information. 4. A copy of electronic media, including the dates posted of social media posts, e-mail communications, or other electronic messages. 5. A summary of the status of the annual education plan of the reporting year, including activities conducted and the quantitative and/or qualitative results of those activities. 7. CONTRACTOR shall maintain a record of all technical assistance efforts conducted including: a. The name and address of the Generator receiving technical assistance, and account number, if applicable. b. The date of any technical assistance conducted and the type of technical assistance, including, but not limited to: waste assessments, compliance assessments, direct January 26, 2024 Page D-7 Franchise Agreement, Exhibit D 143 EXHIBIT D REPORTING REQUIREMENTS outreach, workshops, meetings, events, and follow-up communications. c. A copy of any written or electronic educational materials distributed during the technical assistance process. 8. CONTRACTOR shall list all languages that education materials were provided in and demonstrate compliance with Section 16.02.4. 9. A copy of all special event reports submitted to the CITY in accordance with the Agreement. I. Large Item Service Collection, Textiles, and New Programs. Indicate, by material type (and grade where appropriate), the monthly and annual totals of items and materials Processed and Diverted through Large Item Collection Service, Textile Collection, and/or any new program added after the Effective Date, including facility name and location, average price received or paid per ton and total revenue, expenditures, and total net costs or proceeds. Indicate any quantities, by material type, donated, or otherwise Diverted without compensation. Indicate number of Roll -Off Containers, Bins, and Carts distributed by size and Service Unit type. Also provide the location for residue Disposed. Tons of materials Diverted and of residue Disposed may be based on average amounts for such items published by the relevant Processing or Disposal Facility or on waste characterization studies by such Facilities. J. Special Events. Provide a summary of each special event activity, (CITY sponsored, give-away, or drop-off) including the name and date of the event, the tonnage Collected, Diverted and Disposed by material type, and other Services provided. CONTRACTOR shall also provide information regarding the logistics of the event and suggestions for improving future events. For all annual reports, the CONTRACTOR shall include a historical comparison of the last Agreement Year and the average of all Agreement Years. K. Compostable Plastics Notification. Provide written notification documenting if the Organic Waste Processing Facility has the capability to Process and recover Compostable Plastics throughout the Term of the Agreement. 5. Additional Reporting A. The CONTRACTOR shall furnish the CITY with any additional reports as may reasonably be required, and such report is to be prepared within a reasonable time following the reporting period. B. AB 901 Reports. At the CITY'S option, CITY may require that CONTRACTOR provide the CITY with copies of CONTRACTOR'S AB 901 reports on a regular basis (such as monthly, quarterly, or annually) or within ten (10) days of the request. C. Upon Incident Reporting. CITY reserves the right to request additional reports or documents in the case of unforeseen events or additional requirements imposed upon the CITY. The CONTRACTOR shall provide the requested reports, documents, or information within ten (10) days upon receipt of the request or within a timeframe determined by the City Representative, which shall not exceed ten (10) days. January 26, 2024 Page D-8 Franchise Agreement, Exhibit D 144 EXHIBIT D REPORTING REQUIREMENTS D. Customized Reports. The CITY reserves the right to request CONTRACTOR to prepare and provide customized reports from records CONTRACTOR is required to maintain; or require a specified format or submission system. E. Facility Capacity Planning Information. CITY may require CONTRACTOR to provide CITY with information of available Organic Waste Processing capacity for any Approved Processing Facilities, where available capacity may include identification of monthly tons of additional Organic Waste that such Approved Facilities have the ability to receive within permitted limits. CONTRACTOR shall respond to CITY within sixty (60) days of CITY'S request for information regarding available new or expanded capacity; and, at CITY'S option, may be required to submit reports on a more regular basis (such as monthly, quarterly, or annually). If CONTRACTOR uses a Subcontractor to perform some or all of the Facility -related Services required by the Agreement, CONTRACTOR shall secure any CITY - requested Facility capacity planning information from its Subcontractor(s). F. Excuse from Performance 1. If the CONTRACTOR, or a Subcontractor, is granted a disaster waiver or a Processing facility temporary equipment or operational failure waiver, the CONTRACTOR shall include the following documents and information: (i) the number of days the Processing facility temporary equipment waiver or operation failure waiver was in effect; (ii) copies of any notifications sent to the CITY pursuant to this the Agreement; (iii) documentation setting forth the date of issuance of the waiver, the timeframe for the waiver; and, (iv) a record of the tons of Organic Waste, Recyclable Materials, and Solid Waste redirected to an alternative facility or Disposed at an Approved Facility, as a result of the waiver, recorded by Collection vehicle or Transfer vehicle number/load, date, and weight. 2. Provide a record of all compliance agreements for quarantined Organic Waste that is Disposed of, including the name of generator, date issued, location of final disposition, and the amount of quarantined Organic Waste that was required to be Disposed at a landfill. January 26, 2024 Page D-9 Franchise Agreement, Exhibit D 145 EXHIBIT E: CONTRACTOR'S TRANSFER OPERATIONS 146 EXHIBIT E CONTRACTOR'S TRANSFER OPERATIONS Amador Valley Industries Truck Yard MSW Roll -Off 8,455 TPY Tonnage Flow Diagram Reporting Fiscal Year 6130/2021 Tonnage TPY = Tons Per Fiscal Year Commercial 31.51% Diversion All C&D All Bulky Item 4.11110 MSW 9,757 TPY Recycling and Organics Roll -Off Residential 51.00°a Diversion Recycle 4,135 TPY Organics 1,700 TPY Recycling and Resource Recovery Systems Transfer Station Organics 5,526 TPY Recycle 5,309 TPY toACI MSW 7,511 TPY Direct Haul Cu rbside Recycle C&D Bulky Items Roll -Off 4,746 TPY C&D 118 TPY Bulky Item 832 TPY Recovered Roll -Off (29 TPY Residual Roll -Off to Landfill) l) Organics 1,700 TPY Commercial 5,526 TPY Residential 1,332 TPY Roll -Off 40 TPY C&D Direct Haul 4, Altamont Landfill Alameda County Industries Material Recovery Facility Commercial Recycle 3,212 TPY Recovered 923 TPY Residual Residential Recycle 3,831 TPY Recovered 1,478 TPY Residual Markets Blossom Valley .1110 Organics Composting Facility and Central Valley Compost Altamont Landfill January 26, 2024 Page E-1 Franchise Agreement, Exhibit E 147 EXHIBIT F: LIST OF SUBCONTRACTORS 148 EXHIBIT F LIST OF SUBCONTRACTORS Subcontractors 1. City Automatic Recycling, Inc. 3110 Busch Road Pleasanton 94566, (925) 846-2042 2. Recycling and Resource Recovery Systems, LLC, 3110 Busch Road Pleasanton 94566, (925) 846- 4062 3. Pleasanton Truck & Equipment Repairs, Inc. 3110 Busch Road Pleasanton 94566, (925) 846-9222 4. M&M Land Company, LLC 3110 Busch Road Pleasanton 94566, (925) 846-2042 5. Southfront, LLC 6175 Southfront Road Livermore 94551, (925) 846-2042 6. Pleasanton Garbage Service, Inc. 3110 Busch Road Pleasanton 94566, (925) 846-2042 7. Clean Earth, 11855 White Rock Rd., Rancho Cordova, CA 95742, 916-595-2053 January 26, 2024 Page F-1 Franchise Agreement, Exhibit F 149 EXHIBIT G: LIST OF APPROVED FACILITIES 150 EXHIBIT G LIST OF APPROVED FACILITIES Approved Facilities 1. Altamont Landfill, owned by Waste Management of Alameda County, Inc., and located at 10840 Altamont Pass Road, Livermore, CA 94550. 2. Altamont Landfill Covered Aerated Static Pile Composting Facility, owned by Waste Management of Alameda County, Inc., and located at 10840 Altamont Pass Road, Livermore, CA 94550. 3. Blossom Valley Organics Composting Facility, owned by Recology, and located at 3909 Gaffery Road, Vernalis, CA 95385 4. Central Valley Compost Facility, owned by Waste Management, and located at 916 Frewert Road, Lathrop, CA 95330. 5. Fremont Recycling and Transfer Station, owned by BLT Enterprises and located on 41149 Boyce Road, Fremont, CA 94538 6. Napa Materials Diversion Facility, owned by Napa Recycling and Waste Services, and located at 820 Levitin Way, Napa, CA 94558 7. Tracy Materials Recovery and Solid Waste Transfer, Inc. Facility, owned by Repetto M, and located on 30703 South MacArthur Drive, Tracy, CA 95378 8. Alameda County Industries Material Recovery Facility, owned by Alameda County Industries, Inc., and located at 610 Aladdin Ave, San Leandro, CA 94577. 9. City Automatic Recycling Material Recovery Facility owned by City Automatic Recycling, Inc., and located at 3110 Busch Road, Pleasanton, CA 94566. January 26, 2024 Page G-1 Franchise Agreement, Exhibit G 151 EXHIBIT H: MFD LARGE ITEM COLLECTION SERVICES PILOT PROGRAM Placeholder for future exhibit 152 EXHIBIT I: ORIGINAL AGREMEENT EXHIBITS The Exhibits includes Exhibits 1 through 13 of the original Agreement dated September 10, 2020 Several of these Exhibits have been replaced by subsequent Amendments or by this Amended and Restated Agreement dated 153 EXHIBIT 1: COMPENSATION AND RATES Exhibit 1 was replaced by Exhibit C2 of the Amended and Restated Agreement dated 154 EXHIBIT 2: COMPENSATION AND ADJUSTMENT MODEL Exhibit 2 was replaced by Exhibit C3 of the Amended and Restated Agreement dated 155 EXHIBIT 3: CITY SERVICE UNITS Exhibit 3 was deleted by Section 13 of the Fourth Amendment dated 156 EXHIBIT 4: PERFORMANCE BOND Placeholder 157 EXHIBIT 5: APPROVED SUBCONTRACTORS Exhibit 5 was replaced by Exhibit F of the Amended and Restated Agreement dated 158 EXHIBIT 6: CITY SPONSORED EVENTS Exhibit 6 was replaced by Exhibit B5 of the Amended and Restated Agreement dated 159 EXHIBIT 7: TRANSITION PLAN FOR THE CITY OF DUBLIN Placeholder for future Exhibit 160 EXHIBIT 8: AVI PUBLIC EDUCATION PLAN Exhibit 8 was revised to improve the layout and format and to remove information that was no longer relevant. 161 EXHIBIT 8 PUBLIC EDUCATION AND OUTREACH PLAN 1. Amador Valley Industries Public Education and Outreach Plan Like the City of Dublin, AVI places the utmost importance on effective public education and promotion. Effective outreach efforts are the key to helping residents and businesses understand the importance of source reduction, reuse, recycling, and buying recycled -content products. Our commitment to education is reflected in the samples of education materials provided in the Appendix of our proposal. These samples represent public education materials developed and distributed by various companies owned and operated by AVI principals. AVI will provide a strong public education program in the City of Dublin, including sophisticated public education materials, education programs and materials beyond those required by the City. The focus of AVI's public education and outreach program will be to introduce new programs to residents and businesses as well as to increase awareness of the need to reduce, reuse, and recycle, as well as the importance of buying recycled- content products. This awareness will result in increased program participation and decreased waste generation. The AVI principals also believe in a total involvement and commitment to the community in all activities, not just industry -related activities. This level of involvement is practiced in all the communities serviced by the companies owned and operated by the principals of AVI and will continue to be practiced in the City of Dublin as well. In addition to education and information about recycling, AVI will educate residents and businesses about other solid waste handling issues such as the correct setout of refuse and the proper handling of household hazardous waste. This information will help preserve a clean, healthy, and safe environment throughout Dublin. AVI's public education and outreach program will be clear and comprehensive and will consistently relay the 4 R's message. This will be done through: Continuing education activities throughout the agreement term, providing ongoing education and promotion to encourage continued program participation and to promote reuse, waste reduction, and buying recycled -content products. AVI has extensive, recent experience with successful start-ups for new programs, including single stream recycling collection, automated compostable materials collection, automated refuse collection and business recycling programs. Each of these programs experienced smooth implementations -due in major part to the extensive public education and outreach as well as superior operations and customer service with no confusion or complaint from the public. A description of the public education and outreach program for residents and businesses is provided below. The timeline for these activities has been included in the implementation plan timeline. Costs for these activities have been included in the cost proposal. 2. Residential Education Program A. Program Presentations. AVI will conduct presentations on our program to homeowners associations or other community groups as requested by the public or by the City. In addition, we will take the initiative to contact various groups and offer to do presentations on a regular basis throughout the term of the agreement. B. On -Line Quarterly Newsletter. AVI will develop and display a quarterly residential newsletter on our website. We feel there's no more effective way to promote source reduction than to make our January 26, 2024 Page Exhibit 8-2 Franchise Agreement, Exhibit I 162 EXHIBIT 8 PUBLIC EDUCATION AND OUTREACH PLAN newsletter available to residents on-line. AVI uses the newsletter format to convey multiple types of information to residents, including source reduction, reuse, recycling, and buying products made with recycled materials. Newsletters will also reflect currently asked questions (and their answers), status reports on diversion levels, information regarding what is being done with the recyclables collected, information about hard -to -market materials, and other program and industry information that will encourage residents to preserve our natural resources. The quarterly newsletter will also be a vehicle to provide information about Alameda County's Household Hazardous Waste Program and to address any issues with refuse collection. C. Corrective Actions Notice. As part of AVI's ongoing operations and customer services, all collection drivers will be trained in the use of Corrective Actions Notices. These Notices will be bright -colored and of sufficient size to be easily seen and recognized by the public. The tone of these Notices will also be informative and educational rather than punitive. (Perhaps a play on the acronym of "Corrective Actions Notice" or "CAN" could be used- "You CAN do it.") The Notices will be used in instances where the resident sets out inappropriate materials and will clearly reflect the nature of the setout problem. As a courtesy to our customers, and to eliminate frustration, drivers will be trained to clean up materials at curbside and go ahead and collect materials, leaving the Corrective Actions Notice to educate and inform the resident. The exception to this will be in the case of hazardous materials placed in containers or frequent contamination of materials at a particular site. In either case, the City will be notified of the non -collection and the resident will be instructed how to resume collection of materials. D. School Education Programs. AVI strongly believes in the education of children. The children of this generation have grown up with recycling as a mainstream. Further, children's behavior patterns are more easily changed than adult behavior patterns and there is an extra benefit of children carrying the message home to their parents. Our sister company Pleasanton Garbage Service was the first corporate sponsor of the Go Green Initiative. We have partnered with the founder of the Go Green Initiative, Jill Buck, to develop a comprehensive, full -service recycling program for Dublin schools, which will allow them to achieve maximum waste diversion via on - campus recycling. Together with the Go Green Initiative, we will create a tailor- made public education and recycling system for Dublin schools, based upon the market research techniques that Jill and our company employed with Pleasanton school administrators and custodians. We invest the time and resources necessary to create community pride and enthusiasm for environmentally responsible waste reduction. E. Non -Program Related Information. In all of our public education and outreach materials and activities, AVI will present non -program related information such as source reduction, material reuse, junk mail reduction, proper handling of household hazardous waste, grass cycling, backyard composting, and other integrated waste management techniques. The Alameda County Waste Management Authority, the California Integrated Waste Management Board, and other city and county jurisdictions have developed materials that relay important messages that can easily be adapted to City of Dublin needs. AVI will use such materials when possible to maximize the impact of the education budget or to present a consistent message for countywide programs such as household hazardous waste. F. Attendance at Community Events. AVI will ensure that a portable display, program information, and any other appropriate items (e.g., recycling trucks, carts, etc.) are available at a minimum of three community events each year. AVI's staff will be available to answer January 26, 2024 Page Exhibit 8-3 Franchise Agreement, Exhibit I 163 EXHIBIT 8 PUBLIC EDUCATION AND OUTREACH PLAN questions from the public and to encourage participation in the programs. This personal involvement with the community is important to our culture and is an intrinsic part of the culture of AVI. G. Committed to the Community. AVI knows how important it is to support the community and be personally involved. We are an active member of the Dublin Chamber of Commerce and have supported local programs such as GFWC Dublin/San Ramon Women's Club, Friends of the Dublin Library, Green and White Gala Ball, as well as a Corporate Sponsor for the Dublin Chamber of Commerce Golf Tournament held at the new Dublin Ranch Golf Course. We recently co -sponsored the Dublin Chamber BBQ held at Rowell Ranch. Not only have we supported these events monetarily but also AVI staff have volunteered and participated in many of these events. H. Recycling Leader Network. AVI will work diligently to establish a network of residential recycling leaders. This type of program has worked successfully in many jurisdictions. Recycling leaders will be trained to provide program information and non -program information (such as source reduction) to their neighbors. Recycling leaders will always have a full supply of all education materials to provide to residents. AVI will meet with recycling leaders a minimum of three times each year to address any program concerns or questions, discuss the status of each of the programs, and develop a community -based, grass -roots network of recycling enthusiasts. Upon award of the contract, AVI would like to discuss with the City ways to publicly recognize recycling leaders or incentives to encourage residents to volunteer as recycling leaders. I. Large Item Clean Up Events. AVI will inform residents of the three annual on -call cleanup events available to each resident. This information will be included in all brochures and newsletters that AVI produces. The brochure will explain how easy it is for residents to pick up the phone and request the cleanup at their convenience. J. Quarterly Report of Education Activities. As required by the Agreement, AVI will provide the City of Dublin with a quarterly report of education activities. The report will, at a minimum, include public education materials and the total numbers distributed; dates, times, and group names of all meetings attended and presentations given; and all other public education activities for the preceding quarter. 3. Commercial Education Programs. AVI understands that a new approach is being launched through the new commercial recycling program. Commercial and industrial refuse customers will receive information that clearly explains the benefits of recycling with AVI. Since the fee for all recycling services is included in the solid waste rate a simple message can be sent such as "More Recycling = Cost Savings." A. Waste Audits. AVI is proficient in conducting business waste audits in all of the companies owned and operated by its principals. We will work cooperatively with the Alameda County Waste Management Authority and the Stop Waste Program. The Stop Waste Program has successfully assisted businesses to greatly reduce their solid waste bills by identifying areas not only for recycling but also for source reduction. Businesses will continually be made aware of the availability of this service through the business newsletters that will be produced and distributed by AVI. January 26, 2024 Page Exhibit 8-4 Franchise Agreement, Exhibit I 164 EXHIBIT 8 PUBLIC EDUCATION AND OUTREACH PLAN Reports of the results of these waste audits will be provided to the City on a quarterly basis. B. Business Newsletter. AVI will produce and distribute a business newsletter with invoices sent to Dublin businesses and post this newsletter on-line as well. The newsletter will include pertinent program information, frequently asked questions and answers, tips for waste reduction for businesses, information regarding handling of hazardous waste for small business generators, and other information pertinent to businesses and the season in which the newsletter is published. This newsletter will also be used as a vehicle to recognize businesses that have made particularly notable progress in recycling or source reduction programs. C. Corrective Actions Notice. One of the unique challenges in collection programs for businesses and multi- family complexes is the increased level of contamination in recyclables and the lack of good housekeeping in the centralized collection site area. This is due in part to the transient nature of the persons sharing this site (either as tenants of multi -family complexes or employees of businesses) and the anonymity that comes with using a centralized site. It is nearly impossible to determine who is contaminating recyclables or dumping refuse on the ground in a centralized collection center. These same issues make it difficult to change behavior or reach program compliance by leaving a Corrective Actions Notice. Many individuals may see the notice but it is possible that no one will take personal responsibility in complying with the notice. AVI will implement a process used in the other companies owned and operated by its principals. When a Corrective Actions Notice is left for a business or multi- family complex, a follow-up call will be made to the business (to a specific contact person, if known) or to the multi -family complex manager or owner to discuss the nature of the Corrective Actions Notice and offer assistance in reaching compliance with the notice. As in the residential cart collection program, drivers will clean-up the contamination and collect the materials prior to leaving the Corrective Actions Notice. If the problem is recurring, or hazardous waste materials are present in the refuse or recyclables, the driver will leave the materials and the Corrective Actions Notice and contact the City immediately. AVI staff will contact the appropriate person at the collection location to explain why the materials were left and what needs to be done to resume collection. 4. Public Education Summary. We hope it is apparent from the public education programs described above, the sample materials provided in the Appendix, and the strength of our public education staff that AVI takes public education and outreach seriously. We are convinced that public education is the only way to maximize diversion and ensure compliance with collection guidelines. Further, we believe that this is best done through establishing a partnership with our customers. Lastly, the above- proposed public education programs represent the baseline for AVI's programs. As our experience in the City of Dublin develops, other needs for public education and outreach will become apparent and will be met. January 26, 2024 Page Exhibit 8-5 Franchise Agreement, Exhibit I 165 This page intentionally left blank 166 EXHIBIT 9: DIVERSION PLAN FOR THE CITY OF DUBLIN Placeholder for future exhibit 167 EXHIBIT 10: HHW DISPOSAL EVENT PLAN Placeholder for future exhibit 168 EXHIBIT 11B: VEHICLE SPECIFICATIONS Placeholder for future exhibit 169 EXHIBIT 12: C&D COLLECTION SERVICE RATES Placeholder for future exhibit 170 EXHIBIT 13: VEHICLE & ADMINISTRATIVE EQUIPMENT ACQUISITION COST Placeholder for future exhibit 171 CELEBRATING Attachment 3 DUBLIN CALIFORNIA STAFF REPORT CITY COUNCIL Agenda Item 6.3 DATE: .Line 21, 2022 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager SU B.FCT : Adoption of Rates for Garbage Collection, Disposal, and Recycling Services Provided by Amador Valley Industries and Establishing the 2022-23 Annual Assessment Prepared by: Jay Baksa, Assistant Administrative Services Director EXECUTIVE SUMMARY: The City Council will consider adopting two separate resolutions establishing the garbage rates effective July 1, 2022 and establishing the Fiscal Year 2022-23 refuse -related property tax assessment. The proposed rates include the costs associated with implementing California State Senate Bill (SB) 1383, which created regulations to increase the diversion of organic waste from landfills. STAFF RECOMMEN DATION: Conduct a public hearing, deliberate, and adopt the Resolution Approving and Establishing the Collection of Minimum Residential Garbage and Recycling Service Fees for Fiscal Year 2022-23; and adopt the Resolution Amending the Schedule of Service Rates for Integrated Solid Waste Services. FINANCIAL IMPACT: The rate adjustment for the Fiscal Year 2022-23 will result in a 5.66% increase for all non - construction and demolition rates; 3.30% of the increase is attributed to the annual rate adjustment, with an additional 2.36% increase due to the additional services required of Amador Valley Industries (AVI) to ensure compliance with SB 1383's requirements. The construction and demolition (C&D) rates will be adjusted by the annual rate adjustment, 3.30%, as those services are not affected by the additional SB 1383 related costs. The residential garbage and recycling service fees, which are collected on the Property Tax bill as an annual assessment, will increase by $2.17 per month on the required residential 32-gallon can to a total of $40.56 per month. The proposed Dublin commercial rate increases vary based on the service level selected. The proposed rate of $196.81 represents the average service level for a one -yard bin collected once per week. Page 1 of 5 172 Attachment 3 DESCRIPTION: Background In January 2005, the City executed an Agreement with Amador Valley Industries, LLC (AVI) for service that began July 1, 2005 and continued to June 30, 2020. On June 16, 2020, the City Council approved an Amended and Restated Agreement (Agreement) with AVI, which extended the term of the agreement until 2035, addressed capital equipment replacement needs and started incorporating local and state requirements. In addition, as part of the Amendment, a new rate model approach was agreed to that addresses annual rate adjustments, component cost separation, and regular financial reviews, to help deal with the volatility of the market in which haulers now operate. FY 2022-23 Rate Adjustment The rate adjustment for the FY 2022-2023 rates includes two separate components - 1) The Annual Rate Adjustment and 2) The SB 1383 Adjustment. Implementation of the requirements of SB 1383 will require additional services be provided as well as an increase in reporting requirements to ensure compliance with the regulations. Section 27 of the Agreement anticipated additional cost increases resulting from SB 1383 and provided that the City would adjust the rates to reflect those additional costs. As a result of these additional services and reporting requirements, the City and AVI, consistent with their obligation to "negotiate in good faith, a reasonable and appropriate compensation adjustment," have been meeting over the past year to determine the best and most cost-effective way to implement these requirements. The terms and costs have been agreed upon by the City and AVI, and the proposed "SB 1383 Adjustment" reflects the result of that negotiation. In addition, the parties' SB 1383-related negotiations under Section 27 of the Agreement have resulted in a proposed amendment to the Agreement. The proposed amendment has been agreed in principle by the parties, but it is currently subject to legal review by the City Attorney's Office and AVI's counsel, which is not anticipated to result in any changes to the 2022-2023 proposed rates. The Amendment will to be presented to the City Council at a future meeting for approval. Annual Rate Adjustment The current garbage rates became effective July 1, 2021. The Agreement with AVI provides a process for addressing the compensation generated from all rate classes on an annual basis. The Agreement establishes a total annual revenue requirement for AVI with the City retaining responsibility for establishing the rates for all categories. The Agreement contains a provision that rates must be reasonably forecasted to provide AVI with an appropriate level of compensation based on a formula detailed within the Agreement. The forecasting methodology compares customer counts between the two most recent calendar years to calculate revenue generation based on the level of services provided multiplied by the appropriate rates. Rates are adjusted as appropriate across all service sectors to meet the calculated revenue requirement as set forth by the rate model. As required in the Agreement, the City has provided AVI with information showing the rate calculations and assumptions. Section 5.13.1 states "...the final decision of the rate structure rests solely with the City." The proposed rate structure for Fiscal Year 2022-23 is estimated to meet the compensation requirement of $25,774,765. This compensation is possible as a result of a Page 2 of 5 173 Attachment 3 proposed 3.30% average increase to all categories. A detailed description of the methodology required by the Agreement is included as Attachment 4. SB1383 Adjustment Implementing the requirements of SB 1383 requires additional resources in two areas, organics collection and information reporting. Staff is recommending the following SB 1383 implementation costs, as agreed upon and in coordination with City Staff, AVI and the City's consultant HF&H Consulting: Cost Type Amount* Carts (Organics) $96,882 Recycling/Reporting Coordinators $419,165 Organics Disposal $71,961 Total $588,008 *Includes City Fees $96,882 -Additional organic carts, organic (food waste) pails and battery boxes. There are currently over 3,840 customers that do not subscribe to recycling/organic service. SB 1383 requires such customers to subscribe to recycling/organics service, and this will necessitate AVI's purchase of additional collection carts. $419,165 - One additional recycling coordinator to perform additional outreach audits, to ensure compliance and 1/2 (0.5) Full Time Equivalent (FTE) reporting coordinator to track and prepare the additional monthly/quarterly and annual reports to the City, County and State required by SB 1383. The costs include the purchase of an electric vehicle for the recycling coordinator use. $71,961 - AVI received notice from Waste Management that they would no longer accept commercial food waste material, due to the projected increase in organic waste because of SB 1383. This will require that commercial organic waste be taken to an alternate facility, which has a higher cost. FY 2022-23 Adjustment (Annual Rate + SB 1383) FY 2021-22 FY 2022-23 Annual Adjustment (Only) FY 2022-23 - Annual Adjustment + SB 1383 Total Compensation $23,939,196 $25,774,765 $26,362,772 Residential Rates (Monthly) $38.39 $39.66 $40.56 Difference YOY ($) $1.27 $2.17 Difference (YOY) (%) 3.30% 5.66% As previously mentioned, the residential service fees are collected on the Property Tax bill. Staff has included the SB 1383 costs with the FY 2022-23 rate adjustment, as any adjustment that Page 3 of 5 174 Attachment 3 occurs after June, would not go in effect until the following rate adjustment for FY 2023-24. The annual garbage assessment must be provided to the County, within a specified period, for the County to include the fee on that year's tax roll. City Staff, AVI and HF&H are continuing to meet, as with any new program as large as SB 1383, the actual costs of implementation may change, and any addition fee adjustments, if necessary, will be included in future rate adjustments. Detailed Comparison of Current and Proposed Rates Attachment 5 compares the proposed rates to the current rates for service levels that represent a majority of the subscribers in the City. The proposed rates would be effective July 1, 2022. Competitiveness of Dublin Rates with Neighboring Agencies Historically, Staff has included a comparison of the Dublin rates compared to rates charged for similar services in surrounding communities. This comparison has focused solely on the garbage rates, as historically, recycling and organic waste were seen as smaller complimentary services. This is no longer true with the implementation of SB 1383, as well as other regional and statewide laws. Looking specifically at garbage rates no longer offers a clear "apples to apples" comparison. For example, Livermore now charges recycling at 80% of the garbage rate, Castro Valley a rate of 71% the garbage rate, and San Ramon at 50%, where Dublin charges 25%. The same pattern is now occurring with Organic Waste, in which Dublin charges 50% of the garbage rate, but as regulations change and options for disposal become more limited these services have become more expensive and cities are adjusting for that reality. Overall, Dublin remains competitive, and the services offered are at least comparable to, and are often better than, the surveyed cities especially when factoring the type of service (garbage, recycling, organics, etc.), that is being provided. The current comparison is included as Attachment 6 and in this year's comparison Staff has included Castro Valley Sanitation District, in place of Pleasanton, to include three service areas, that offer similar services. The Pleasanton costs and cost structure have become an outlier in the Tri-Valley and when incorporating their costs into an "area average", made it appear, that Dublin was significantly higher, when in reality Dublin was very competitive with the other two cities included (Livermore and San Ramon). Minimum Residential Garbage Service All properties in the City are required to subscribe and have a weekly minimum garbage service (Dublin Municipal Code Section 5.32). This minimum service includes weekly curbside collection of a 32-gallon garbage container; up to two organic waste carts, including food scraps (96 gallons each); up to two recycling carts (96 gallons each); recycling collection of used oil and filters; an annual household hazardous waste drop-off event; and three on -call bulky waste pick-ups per year. Residents desiring larger garbage carts are billed directly by AVI for the incremental rate difference. The City pays AVI for the service cost of the minimum residential service with monies collected from the property tax bill. The City Council will need to establish the annual fee, which is collected with the property tax bill for residential properties, separately from the rates for other levels of service. The proposed fee for basic residential service for Fiscal Year 2022-23 is $486.72, which is collected in two installments on the property tax bill. This equates to $40.56 per month, which is $26.04 per year ($2.17 per month) more than the rate levied in Fiscal Year 2021-22, as shown here: Page 4 of 5 175 Attachment 3 Historical Annual Fee for Minimum Garbage Service Collected with Property Tax Bill Proposed 2020-21 2021-22 2022-23 Annual Monthly Change Change $421.32 $460.68 $486.72 $26.04 $2.17 This base rate includes $0.45 per month to cover the cost associated with the collection being included on the property tax bill. These funds are not paid to AVI but are retained by the City to offset the administrative cost in preparing the tax roll. In addition, the cost of collection and delinquencies for the basic service is expected to be covered by prior year fund balance, penalties and prior year taxes collected by the County Tax Collector, and interest on funds held prior to payment to the Company. Resolutions Included in this Staff Report (Attachments 1-3) are the annual resolutions that, with City Council adoption, will establish the solid waste collection rates and the required minimum level of garbage service for the next fiscal year. STRATEGIC PLAN INITIATIVE: None. NOTICING REQUIREMENTS/PUBLIC OUTREACH: A notice was placed in the East Bay Times on June 11, 2022 and June 18, 2022, notifying the community of the City Council's consideration of the proposed rates and the City Council Agenda was posted. ATTACHMENTS: 1) Resolution Approving and Establishing the Collection of Minimum Residential Garbage and Recycling Service Fees for Fiscal Year 2022-23 2) Resolution Amending the Schedule of Service Rates for Integrated Solid Waste Services 3) Exhibit A to the Resolution - Proposed Adjustment to Garbage Company Rates 4) Methodology used for Fiscal Year 2022-23 Annual Garbage Rate Adjustment in Accordance with Agreement Between City of Dublin and Amador Valley Industries 5) Proposed vs. Current Rates 6) Local Area Rate Comparison Page 5 of 5 176 Attachment 4 HF. H CONSULTANTS LLC Managing Tomorrow's Resources Today 590 Ygnacio Valley Road, Suite 105 Walnut Creek, California 94596 Telephone:925/977-6950 August 13, 2024 Michelle Sung Environmental Technician City of Dublin 100 Civic Plaza Dublin, CA 94568 Northern California Southern California www.hfh-consultants.com Subject: Franchise Assignment Review- Amador Valley Industries, LLC. - FINAL REPORT Dear Michelle Sung: HF&H Consultants, LLC (HF&H) is pleased to present the enclosed findings of HF&H's due diligence review (Review) conducted for the City of Dublin (City) focused on the potential assignment of the Amended and Restated Collection Service Agreement between the City and Amador Valley Industries, LLC (AVI) executed September 10, 2020 (Agreement) to Livermore Sanitation Inc., LLC (LSI), a company wholly owned by Waste Connections, Inc (Waste Connections). Although LSI is the acquirer and considered the assignee, LSI was recently acquired by Waste Connections and HF&H has focused its evaluation on Waste Connections as the parent company and the entity that owns LSI. This report presents the scope of our Review, the findings of our Review, and our recommended proposed conditions to the assignment of the Agreement based on our Review. Sincerely, HF&H CONSULTANTS, LLC Rob Hilton President 177 This page intentionally left blank 178 City of Dublin Executive Summary Amador Valley Industries Assignment Review Report EXECUTIVE SUMMARY AmadorValleylndustries, LLC (AVI) desires tosell AVI's stock and other interests, including the Amended and Restated Collection Service Agreement between the City of Dublin (City) and Amador Valley Industries, LLC. executed September 10, 2020 (Agreement). AVI has proposed an assignment of AVI's rights and responsibilities associated with the Agreement (Assignment). Section 35.01 of the Agreement requires express written consent from the City for any assignment. An assignment, as defined in Section 35.03 of the Agreement,generally means any material change in the ownership of the company, including the proposed sale of AVI. HF&H was engaged to perform a review of the proposed Assignment (Review) on behalf of the City, in accordance with Article 35 of the Agreement, including reviews of AVI and Waste Connections, and a review of the purchase agreement between AVI and Livermore Sanitation Inc., LLC (LSI), a Waste Connections company (Assignee), dated July 1, 2024. For the purposes of the review of past performance and other underlying factors surrounding qualifications, HF&H focused on AVI and Waste Connections; however, for the purposes of any recommended conditions to the Assignment, LSI would be the entity bound by all City -approved conditions, should the City decide to approve the proposed Assignment. For convenience, and unless otherwise specified, this report generally references the two companies, Waste Connections and LSI, collectively as Assignee. In general, the Review found that the transaction would result in a change in control and governance of AVI. This report presents the City with the results of HF&H's Review, which was conducted at the request of the City to support the City in determining whether it is in the City's best interest to accept the terms of the proposed Assignment, to identify existing and potential issues that may arise as a result of any City consent to Assignment, and to provide HF&H's recommendations to eliminate issues or to decrease the likelihood of the potential issues arising. HF&H conducted a review of AVI's performance that evaluated AVI's performance underthe Agreement. HF&H's analysis, findings, and recommendations, including performance shortfalls identified, are documented in the attached AVI and City of Dublin Performance Review (Performance Review), dated July 23, 2024 (Attachment 1). On their own, the specific shortfalls identified in the Performance Review were relatively minor in nature; however, taken together, the shortfalls revealed needed improvement around administrative processes and outreach and educational requirements to support diversion performance. None of the issues identified during the Performance Review resulted in AVI being subject to liquidated damages, nor was AVI found to be in breach or default of the Agreement. HF&H also conducted a financial review of AVI that included AVI's compensation, expenses, tonnages, and billings, consistent with Article 5 and Section 27.07 of the Agreement. HF&H's analysis, findings, and recommendations are documented in the attached Review of AVI's Compensation Memorandum (Compensation Review) dated June 6, 2024 (Attachment 2). HF&H reviewed AVI's financial statements, tonnage reports, route operation statistics, AVI's compensation and other supporting documentation and afterthe allowable operating ratio was applied, and HF&H recommended that the City adopt a 0.92% rate increase applied to all rates, effective July 1, 2024, in accordance with Article 5 of the Agreement. Shortly afterthe execution of the Agreement, the City and AVI negotiated and reached agreement on an Amended and Restated Collection Service Agreement (SB 1383 Amendment) to ensure compliance with SB 1383. The SB 1383 Amendment was never signed by the parties; however, AVI's compensation was adjusted in July of 2022 to reflect the new obligations of the SB 1383 Amendment. August 13, 2024 Page 1 of 17 HF&H Consultants, LLC 179 City of Dublin Executive Summary Amador Valley Industries Assignment Review Report HF&H conducted a review of Waste Connections' financials and recent performance in nearby jurisdictions, and also a review of the purchase agreement between AVI and the Assignee. The financial performance of Waste Connections is generally strong and appears to be adequate to recover a reasonable return on investment and maintain ongoing operating costs, based in part on potential economies of scale that may be realized by Waste Connections consolidating their LSI and Dublin operations at a single location. HF&H also determined that Waste Connections has been assessed $783,585 in liquidated damagesfortheirfailure to perform over the pastfewyears in nearby jurisdictions. HF&H does have concerns that Waste Connections may desire to increase margins by cutting costs that could impact operational performance under the Agreement. To address existing and potential issues that may arise as a result of an Assignment, HF&H recommends the following items be incorporated into a new collection services agreement between the Assignee and the City (Collection Services Agreement) or otherwise satisfied or resolved priorto any City consent to the Assignment being considered: II.A.2.a City Reimbursement: AVI received compensation to convert to a Tower database system but did not perform the conversion. The City requires repayment of the amount AVI was compensated; however, the City has expressed a willingness to reduce the amount owed by AVI to allow AVI to retain a portion of actual costs incurred to implement upgrades to AVI's system in lieu of the Tower conversion, if AVI can sufficiently document relevant costs to the satisfaction of the City. The City is under no obligation to reduce the amount owed by AVI. Recommendation: The City should be paid up to $131,906.28 by AVI prior to any transaction closing. II.B.2.b Company Name: The Assignee has represented that the only substantive and immediate change at the time of the transaction closure would be the ownership of AVI. The City has expressed a desire for the name of the company providing services to the City to remain unchanged, which provides for continuity forthe City's ratepayers in knowingthe name of their collection service provider. Recommendation: As a condition to City consent to the Assignment, and throughout the term of the new Collection ServiesAgreement, the Assignee should be required to retain the name "Amador Valley Industries". II.B.2.a Annual Personnel Expenses: Following an acquisition, there is always a risk that the acquiring company seeks to implement cost savings measures to increase profitability and further leverage positions that are already fully leveraged. This risk increases when assignment transaction costs are not expected to be fully recovered during the remaining term of any service agreement, as is the case here. Further, it was noted during the Performance Review that some of AVI's performance shortcomings in performance were most likely due to insufficient staffing and/or vacancies. The Assignee provided an organizational chart during the Review that depicted the organizational structure of the Dublin operation, the position titles, and the minimum number of FTE(s) for each position. Recommendation: The Assignee should be required to provide a complete organizational chart for the Dublin operation that includes all the required positions, the percentage of Assignee's full-time employment dedicated to Dublin, and whether August 13, 2024 Page 2 of 17 HF&H Consultants, LLC 180 City of Dublin Executive Summary Amador Valley Industries Assignment Review Report position(s) or percentages of full-time employment are considered allowable as direct costs or allocated costs such that they will be handled correctly in any future compensation adjustment. Recommendation: For at least the first three years of the agreement, the Assignee should be required to provide the City with a quarterly accounting of personnel expenses for positions dedicated to the City of Dublin, in a sufficiently detailed format as approved by the City, inclusive of all paid compensation and benefits and accrued liabilities. Afterthe initial three years, the City may consider reducing the frequency of this accounting to an annual basis, replacing the quarterly requirement. Recommendation: In addition to other repayment requirements described in this report, HF&H recommends the following requirements related to personnel expenses: i. If the annual direct and allocated spend on allowable personnel, adjusted for vacancies and any inactive but paid positions, decreases year -over -year, the Assignee should be requiredto repay the City the amount of the reduction, increased by the allowable operating ratio such that any profit calculated on unspent personnel expenses is also paid back to the City. The Assignee has already agreed to a repayment process drafted by HF&H in one of their nearby jurisdictions and HF&H would recommend a similar process be incorporated into the Assignee's new Collection Service Agreement. ii. If the annual direct and allocated spend on allowable personnel, adjusted for vacancies and any inactive but paid positions, does not increase by at least the most recently applicable prior rate adjustment factor, forthe prior year and/or if the City experiencesa noticeable decline in performance and/orthe provision of any services the Assignee should be required to provide the City with a written explanation on the reason(s) forthe shortfall and the Assignee should be required to allow the City to conduct a more thorough review. If the review reveals that any active and dedicated positions were cut, then the Assignee should be required to reinstate and timely fill those positions and if such vacancy(ies) persist, then the Assignee should be required to repay the City following the process referenced in subsection i above. iii. To the extent that any position vacancies persist, as defined by a continuous vacancy in any required position(s) that isgreaterthan two months (sixty(60) calendar days), or become recurring, as defined by a filling and vacancy in the same position in any twelve-month period, the Assignee should be required to repay the City following the process referenced in subsection i above. Such repayment would be applicable where any repayment is not otherwise captured above and would be calculated as a monthly rate adjusted annually on each July 1, for any portion of a 30-day period of such vacancy(ies). II.B.2.b New Collection Services Agreement: Absent the execution of a new Collection Services Agreement, the Assignee would be acquiring AVI's interest in the existing Agreement including compensation for the unsigned SB 1383 Amendment without an obligation to perform pursuant to the terms of the unsigned SB 1383 Amendment. August 13, 2024 Page 3 of 17 HF&H Consultants, LLC 181 City of Dublin Executive Summary Amador Valley Industries Assignment Review Report Recommendation: As a condition precedent to the effectivenessof any City consent to Assignment, the Assignee should be required to execute a new Collection Services Agreement with the City that is based on the SB 1383 Amendment and incorporates City -approved conditions from this Review. II.B.2.c Processing Agreements: AVI does not currently have first -party agreements with the processor of recyclable materials or organics materials and relies on other contracts held by AVI's related affiliates and/or related affiliates' agreements with other companies. The City has expressed a desire to engage in its own first -party agreements for these services but needs assurances that the City's material will be properly handled, at no additional cost to the City, while that process is underway. Recommendation: As a condition precedent to the effectivenessof any City consent to Assignment, the Assignee should be required to demonstrate, to the satisfaction of the City, that there is guaranteed processing capacityforthe City's recyclable materials and organic materials through at least June 30, 2025, at a diversion performance that is equal to or greater than AVI's current processing diversion performance through its affiliates. Recommendation: The Assignee should be required to meet and confer with the City prior to December 31, 2024, to discuss the most appropriate compensation methodology for the City's first -party processing service providers in the future such that the arrangement does not benefit the Assignee or cause a detriment to the City or the ratepayers. II.C.2.a Cost Basis: Both the Agreement and the SB 1383 Amendment describe the process for future compensation reviews that are to be performed everythreeyears. In orderforsuch compensation reviews to accurately evaluate the Assignees' compensation, the City will need to know the Assignee's actual operating expenses to establish a baseline, and the City should have an opportunity to evaluate the accuracy of the reported expenses. Recommendation: To give the City a proper cost -basis from which to evaluate compensation of the Assignee, the Assignee should be required to complete a set of cost forms, the format of which should be agreed upon by the City and the Assignee, and such forms should be required to accurately reconcile with the Assignee's financial statements for the Dublin operations after one complete rate year of Assignee's operations. Further, the City should havethe right to require theAssignee to document, to the City's satisfaction, all such expenses and/or allocation methods to attribute expenses to the Assignee's services to the City. II.D.2.a.i Leadership: The Assignee has indicated that AVI's current General Manager will not continue as General Manager underthe Assignee's operation in Dublin. The Assignee has further indicated that it does not intend to have a General Manager position dedicated full time to the City and that Assignee intends to expand the responsibilities of the General Manager of Assignee's Livermore operation to also cover Dublin. Recommendation: HF&H recommends the Assignee be requiredto reinstate a full-time dedicated General Manager position for the Dublin service agreement if the City experiences any materially negative impact in services or the provision of services to August 13, 2024 Page 4 of 17 HF&H Consultants, LLC 182 City of Dublin Section I: Overview Amador Valley Industries Assignment Review Report customers or challenges with Assignee's ability to manage and perform the new Collection Services Agreement. Further, if such a requirement is triggered, HF&H recommends the City have the right to participate in the General Manager recruitment process including the ability to approve any offering of employment to a prospective candidate, and where such approval would not be unreasonably withheld. II.D.2.a.ii Notice to City: As discussed above, the Performance Review found that some of the shortcomings in AVI's performance were most likely due to insufficient staffing and/or vacancies; and further that the City may not have been aware of such factors as they occurred or were occurring. Recommendation:The Assignee should be required to notify the City in writing of any and all vacancies and fulfilment of positions providing direct services to the City within thirty (30) days of such vacancy or fulfillment. This requirement could be met affirmatively through specific notice or through a monthly reporting mechanism. II.D.2.b.ii Local Knowledge: AVI is locally owned and operated and had a depth of localized knowledge specificto the complex regulatory environment in California. The Assignee does not appear to have the same knowledge; in fact, the California team proposed by Assignee, and identified in Assignee's organizational structure and through other documents provided for HF&H's review, are fairly new to California and the Assignee's California operations. Recommendation: The Assignee should be required to either employ a new 0.5 full- time equivalent position that requires at least five years of municipal solid waste experience in California and the regulatory environment that supervises the Recycling Coordinators and reports to the General Manager or evidence to the satisfaction of the City that Assignee is capable of providing an equivalent level of support to the Dublin operation. Further, the sufficiency of localized knowledge that would be lost in an Assignment should not be at the ratepayers' expense and so any new expenses associated with filling this knowledge gap should not be allowable in any future compensation adjustments. SECTION I: OVERVIEW A. Background The original collection service agreement between AVI and the City was executed in 2005. The original agreement granted AVI the exclusive rights and obligations to collect residential waste and recyclable materials from single-family and multi -family dwellings, commercial service units, City service units, and Dublin Unified School District service units, and transport collected materials to designated facilities. Over the next seven years, the parties executed five amendments that included a myriad of changes to the respective obligations of the parties and the services provided under the agreement. On September 20, 2020, AVI and the City executed the Agreement that consolidated the terms of the original agreement and first five amendments as well as incorporating a new sixth amendment that extended the term of the agreement and provided for more expanded services. In 2022, the parties began negotiating what would have been a seventh amendment to the Agreement (SB 1383 Amendment) that imposed new requirements related to AVIs support of the City's compliance August 13, 2024 Page 5 of 17 HF&H Consultants, LLC 183 City of Dublin Section I: Overview Amador Valley Industries Assignment Review Report with SB 1383, the Short -Lived Climate Pollutants Reduction Strategy. The SB 1383 Amendment included requirements that enhanced AVI's public education and outreach services and reporting and made additional improvements to the substance and form of the Agreement. In anticipation of the execution of the nearly finalized SB 1383 Amendment,the City approved a rate adjustment to become effective July 1, 2022 that incorporated the requisite compensation for AVI to perform these new obligations; however, due to unforeseen circumstances and other factors, the City and AVI never signed the SB 1383 Amendment. In December of 2022, the City initiated a review of AVI's performance and engaged HF&H to complete the Performance Review. The Performance Review evaluated AVI's performance during calendar year 2022. The final AVI and City of Dublin Performance Review dated July 23, 2024, is provided as Attachment 1 to this Review. In December of 2022, the City initiated a review of AVI's compensation and engaged HF&H to complete the Compensation Review. The Compensation Review was completed for the rate year coveringJuly 1, 2022 through June 30, 2023. The final Review of AVI'sCompensation Memorandum dated June 6, 2024, is provided as Attachment 2 to this Review. AVI Notifies City of Intent to Sell On March 8, 2024, the City received formal notice from AVI of its intent to sell the company to Waste Connections, Inc., inclusive of AVI's interests in the Agreement with the City. AVI entered into a purchase agreement on July 1, 2024 to sell AVI's stock and other interests, including AVI's Agreement with the City of Dublin. Section 35.01 of the Agreement provides as follows: No assignment of this Agreement or any right occurring under this Agreement shall be made in whole or in part by CONTRACTOR without the express written consent of the CITY. The CITY shall have the full discretion to approve or deny, with or without cause, any proposed or actual assignment by CONTRACTOR. An assignment, as defined in Section 35.03 of the Agreement,generally means any material change in the ownership of the company including, pursuant to subsection 35.03.(ii): A sale, exchange orothertransferof outstanding common stock of CONTRACTOR to a third party provided said sale, exchange or transfer results in a change of control of CONTRACTOR (with control being defined as ownership of more than fifty percent (50%) of CONTRACTOR'S voting securities). HF&H and the City were initially notified that AVI was proposing to sell all of AVI's stock and all other interests, including the Agreement to Waste Connections. However, upon receiving the purchase agreement for review on July 1, 2024, the purchase agreement indicated that the acquiring company is not Waste Connections (WC) but instead Livermore Sanitation Inc., a Waste Connections company. Assignment Review For the purposes of the review of past performance and other underlying factors surrounding qualifications, HF&H focused our review on AVI and Waste Connections; however, forthe purposes of any recommended conditions to the Assignment, LSI would be the entity bound by all City -approved conditions, should the City decide to approve the proposed Assignment. For convenience, and unless otherwise specified, this report generally references the two companies, Waste Connections and LSI, collectively as Assignee. August 13, 2024 Page 6 of 17 HF&H Consultants, LLC 184 City of Dublin Section I: Overview Amador Valley Industries Assignment Review Report The issue areas covered in this Review are as follows: Compliance Issue Areas (AVI) • Implementation of all collection services and recycling programs • Public education and outreach • Performance consistent with the standards of performance defined in the Agreement • Billing review • Delivery of material to the correct facilities • Provision of operating assets that meet the requirements of the Agreement • Reporting • Payment of fees Assignment Term Issue Areas (AVI and Waste Connections) • Financial condition of AVI and Assignee • Risk to the City and/or ratepayers Financial Condition Issue Areas (Waste Connections) • Financial health and stability • Return on investment • Ability to maintain ongoing operating costs without compromising performance Experience and Qualification Issue Areas (AVI and Waste Connections) • Experience and Qualifications • Past Performance and Liquidated Damages B. Techniques In addition to the Performance Review and Compensation Review, included as Attachment 1 and Attachment 2 to this Review, HF&H's Review team conducted the following activities specific to this Review: • Initial and follow-up information requests to AVI, Waste Connections, and the City. • Meetings and exchange of written correspondence with AVI, Waste Connections, and the City. • Review of financial and operational data. • Review of the executed purchase agreement between AVI and the Assignee. C. Limitations of the Analysis The scope of HF&H's analysis during this Review was limited as follows: August 13, 2024 Page 7 of 17 HF&H Consultants, LLC 185 City of Dublin Section I: Overview Amador Valley Industries Assignment Review Report • The information provided by AVI, Waste Connections, and/or the City to HF&H as requested to conduct the Assignment Review is accurate based on reasonableness within industry standards. However, the Assignment Review did not include independent verification of the accuracy or completeness of all of the source documents provided by AVI, Waste Connections, or the City. • While the recommendations identify potential conditions to the Assignment, the scope of work for the assignment review did not include development of specific remedies. To the extent the City requests additional support from HF&H to incorporate the conditions into the new Collection Services Agreement that may be considered if the City consents to the Assignment, HF&H can support the City to implement solutions to the issues identified in this report. • Other matters might have come to our attention that would have been reported to the City had we addressed additional topic areas, additional issues within topic areas, and/or performed additional procedures. August 13, 2024 Page 8 of 17 HF&H Consultants, LLC 186 City of Dublin Section II: Findings & Recommendations Amador Valley Industries Assignment Review Report SECTION II: FINDINGS & RECOMMENDATIONS HF&H performed review and analysis of: • AVI's performance and compliance with the Agreement. • The financial health and stability of AVI and its operations. • The financial health and stability of Waste Connections. • The terms under which the Assignee intends to purchase AVI's stocks and other interests, including the Agreement. • The experience and qualifications of Waste Connections in relation to its ability to perform its obligations at or above the standards defined within the Agreement. Generally, AVI has been found to be compliant with the terms and conditions of its Agreement with the City, with some exceptions noted in the findings below and in the attached Performance Review and Compensation Review (Attachment I and Attachment II). For areas where non-compliance was documented during the performance review, AVI was notified, was given an opportunity to respond, and has either already remedied or attempted to remedy the situation and/or HF&H has made recommendations to prevent future failures to meet compliance either of AVI or of the Assignee. Particular areas of concern that arose during the performance review are related to public education, outreach, and reporting. HF&H believes that the recommendations below should be implemented regardless of whetherthe City consents to the Assignment and that these recommendations should help to ensure that the City's Agreement needs are better met. A. Performance and Compensation Reviews As mentioned above, prior to the City receiving notice of AVI's interest in the Assignment of the Agreement, the City had already engaged HF&H to perform both the Performance Review and the Compensation Review, which covered the vast majority of areas that would have normally been conducted as part of an assignment review. Instead, the Performance Reviewand Compensation Review are attached to this Review, and the outcomes of each have been incorporated into the findings and recommendations of this Review. 1. Findings a. The findings from the Performance Review and of instances of AVI's non-compliance with the Agreement, as well as other potential areas of concern, are detailed in the Performance Review dated July 23, 2024, which is included as Attachment 1 to this Review. b. The findings from the Compensation Review and the resulting compensation adjustment are detailed in the Compensation Review dated June 6, 2024, which is included as Attachment 2 to this Review. August 13, 2024 Page 9 of 17 HF&H Consultants, LLC 187 City of Dublin Section II: Findings & Recommendations Amador Valley Industries Assignment Review Report 2. Recommendation HF&H recommends the following conditions be incorporated into a new Collection Services Agreement between Assignee and the City: a. City Reimbursement: AVI received compensation to convert to a Tower database system but did not perform the conversion. The City requires repayment of the amount AVI was compensated; however, the City has expressed a willingness to reduce the amount owed by AVI to allow AVI to retain a portion of actual costs incurred to implement upgrades to AVI's system in lieu of the Tower conversion, if AVI can sufficiently document relevant costs to the satisfaction of the City. The City is under no obligation to reduce the amount owed by AVI. Recommendation: The City should be paid up to $131,906.28 by AVI prior to any transaction closing. b. Company Name: The Assignee has represented that the only substantive and immediate change at the time of the transaction closure would be the ownership of AVI. The City has expressed a desire for the name of the company providing services to the City to remain unchanged, which provides for continuity for the City's ratepayers in knowing the name of their collection service provider. Recommendation: As a condition to City consentto the Assignment, and throughout the term of the new Collection Servies Agreement, the Assignee should be required to retain the name "Amador Valley Industries". B. Review of Assignment Terms HF&H reviewed the purchase agreement between AVI and Assignee and the proposed terms of the transaction. This review, along with the review performed in Section I I.0 Review of Financial Condition of AVI and Waste Connections (below), is intended to assess whetherthe proposed Assignment, and related activities, would create undue risk to the City and/or the City's ratepayers. 1. Findings a. Calculations based on the financial statements provided by AVI showAVI is in good health and meets, and should continue to meet, favorable returns based on industry standards. HF&H has concluded that the Assignee should be able to recover an adequate return on the investment without creating undue risk to the City and/or ratepayers as a result of the transaction. This conclusion is based, in part, on the Assignee leveraging economies of scale that may be realized by the consolidation of Assignee's Livermore and Dublin operations into one single location, an option that was not available to AVI. The acquisition of this book of business will allow for the Assignee to potentially benefit from any extension to the Agreement, along with the strategic benefit of being the incumbent service provider should the City wish to go out to a competitive request for proposals. b. The Assignment being considered by the City in the Assignee's acquisition of AVI's other interests is the Assignment of the Agreement, ratherthan the negotiated SB 1383 Amendment that includes provisions related to SB 1383 compliance. The SB 1383 Amendment has not been executed; however, the current customer rates include increased compensation for August 13, 2024 Page 10 of 17 HF&H Consultants, LLC 188 City of Dublin Section II: Findings & Recommendations Amador Valley Industries Assignment Review Report compliance with the unsigned SB 1383 Amendment without the corresponding obligations of the Amendment. c. The Agreement establishes requirements forAVl to provide processing services for the City's recyclable materials and organic materials; however, HF&H discovered that the proposed transaction between the parties did not include, as part of AVI's other interests, contracts with any third -party processing service providers for the City's recyclable materials and organic materials. 2. Recommendations HF&H recommends the following conditions be incorporated into a new Collection Services Agreement between Assignee and the City: a. Annual Personnel Expenses: Following an acquisition, there is always a risk that the acquiring company seeks to implement cost savings measures to increase profitability and further leverage positions that are already fully leveraged. This risk increases when assignment transaction costs are not expected to be fully recovered during the remaining term of any service agreement, as is the case here. Further, it was noted during the Performance Review that some of AVI's performance shortcomings in performance were most likely due to insufficient staffing and/or vacancies. The Assignee provided an organizational chart duringthe Review that depicted the organizational structure of the Dublin operation, the position titles, and the minimum number of FTE(s) for each position. Recommendation: The Assignee should be required to provide a complete organizational chart for the Dublin operation that includes all the required positions, the percentage of Assignee's full-time employment dedicated to Dublin, and whether position(s) or percentages of full-time employment are considered allowable as direct costs or allocated costs such that they will be handled correctly in any future compensation adjustment. Recommendation: For at least the first three years of the agreement, the Assignee should be required to provide the City with a quarterly accounting of personnel expenses for positions dedicated to the City of Dublin, in a sufficiently detailed format as approved by the City, inclusive of all paid compensation and benefits and accrued liabilities. After the initial three years, the City may consider reducing the frequency of this accounting to an annual basis, replacing the quarterly requirement. Recommendation: In addition to other repayment requirements described in this report, HF&H recommends the following requirements related to personnel expenses: i. If the annual direct and allocated spend on allowable personnel, adjusted for vacancies and any inactive but paid positions, decreases year -over -year, the Assignee should be requiredto repay the City the amount of the reduction, increased by the allowable operating ratio such that any profit calculated on unspent personnel expenses is also paid back to the City. The Assignee has already agreed to a repayment process drafted by HF&H in one of their nearby jurisdictions and HF&H would recommend a similar process be incorporated into the Assignee's new Collection Service Agreement. August 13, 2024 Page 11 of 17 HF&H Consultants, LLC 189 City of Dublin Section II: Findings & Recommendations Amador Valley Industries Assignment Review Report ii. If the annual direct and allocated spend on allowable personnel, adjusted for vacancies and any inactive but paid positions, does not increase by at least the most recently applicable prior rate adjustment factor, forthe prior year and/or if the City experiencesa noticeable decline in performance and/orthe provision of any services the Assignee should be required to provide the City with a written explanation on the reason(s) forthe shortfall and the Assignee should be required to allow the City to conduct a more thorough review. If the review reveals that any active and dedicated positions were cut, then the Assignee should be required to reinstate and timely fill those positions and if such vacancy(ies) persist, then the Assignee should be required to repay the City following the process referenced in subsection i above. iii. To the extent that any position vacancies persist, as defined by a continuous vacancy in any required position(s) that is greaterthan two months (sixty(60) calendar days), or become recurring, as defined by a filling and vacancy in the same position in any twelve-month period, the Assignee should be required to repay the City following the process referenced in subsection i above. Such repayment would be applicable where any repayment is not otherwise captured above and would be calculated as a monthly rate adjusted annually on each July 1, for any portion of a 30-day period of such vacancy(ies). b. New Collection Services Agreement: Absent the execution of a new Collection Services Agreement,the Assignee would be acquiring AVI's interestin the existing Agreement including compensation for the unsigned SB 1383 Amendment without an obligation to perform pursuant to the terms of the unsigned SB 1383 Amendment. Recommendation: As a condition precedent to the effectiveness of any City consent to Assignment, the Assignee should be required to execute a new Collection Services Agreement with the City that is based on the SB 1383 Amendment and incorporates City - approved conditions from this Review. c. Processing Agreements: AVI does not currently have first -party agreements with the processor of recyclable materials or organics materials and relies on other contracts held by AVI's related affiliates and/or related affiliates' agreements with other companies. The City has expressed a desire to engage in its own first -party agreementsforthese services but needs assurances that the City's material will be properly handled, at no additional cost to the City, while that process is underway. Recommendation: As a condition precedent to the effectiveness of any City consent to Assignment, the Assignee should be required to demonstrate, to the satisfaction of the City, that there is guaranteed processing capacity for the City's recyclable materials and organic materials through at IeastJune 30, 2025, at a diversion performance that is equal to or greaterthan AVI's current processing diversion performance through its affiliates. Recommendation: The Assignee should be required to meet and confer with the City prior to December 31, 2024, to discuss the most appropriate compensation methodology for the City's first -party processing service providers in the future such that the arrangement does not benefit the Assignee or cause a detriment to the City or the ratepayers. August 13, 2024 Page 12 of 17 HF&H Consultants, LLC 190 City of Dublin Section II: Findings & Recommendations Amador Valley Industries Assignment Review Report C. Review of Financial Condition of AVI and Waste Connections HF&H reviewed financial statements and otherfinancial materials from both AVI and Waste Connections to determine the financial health and stability of both. This included the review of both companies' income statements and balance sheetsand then documenting keyfinancial ratios. HF&H compared thesefinancial ratios to benchmarks for companies of similar size within the solid waste industry. Based on this review and the information obtained during Section 11.6 (above), HF&H provides the results of our analysis and opinion on whether the individual financial performance of the company is adequate to recover a reasonable return on the Assignee's investment, and whether Assignee can maintain ongoing operating costs without compromising operational performance under the Agreement. HF&H calculated five financial ratios as described below: Current Ratio: The current ratio roughly measures a company's ability to pay its current obligations. It is a measure of liquidity; the higherthe ratio, the more liquid. It is calculated as the Total Current Assets / Total Current Liabilities. Quick Ratio: The quick ratio is a more conservative measure than the current ratio to measure a company's ability to pay its obligations using only the most liquid assets. The higherthe ratio, the more liquid. It is calculated as (Cash + Accounts Receivable) / Total Current Liabilities. Debt to Equity Ratio: The debt to equity ratio measures the relationship between capital contributed by creditors and capital contributed by owners. A low ratio indicates greaterfinancial safety and borrowing flexibility. It is calculated as Total Liabilities / Owners Equity. Current Debt to Worth Ratio: The current debt to worth ratio expresses the relationship between capital contributed by owners and current capital contributed by creditors. The lower the ratio, the more easily it can cover or meet its debt obligation without having to sell a lot of assets. It is calculated as Current Liabilities / Net Worth Profit Margin: The profit margin calculation measures a company's return on total sales. The higherthe margin, the more return on its operations. It is calculated as Profit Before Taxes/Total Sales. 1. Findings a. HF&H performed financial analysis against industry benchmarks. While liquidity metrics are more favorable for AVI, Waste Connections' size and their access to financing helps mitigate these concerns. b. The financial performance of Waste Connections appears to be adequate to recover a reasonable return on investment and maintain ongoing operating costs based on potential economies of scale that may be realized by Waste Connections when consolidating their LSI and Dublin operations at a single location. HF&H does have concerns that Waste Connections may desire to increase margins by cutting costs that could impact operational performance under the Agreement. August 13, 2024 Page 13 of 17 HF&H Consultants, LLC 191 City of Dublin Section II: Findings & Recommendations Amador Valley Industries Assignment Review Report Figure 1: Financial Ratio Benchmarking — AVI Type of Ratio Liquidity Measurement Current Ratio Quick Ratio Reporting 2023 Year Ratios as Compared to Industry 2023 Industry 2022-231 3.99 1.30 More Favorable 3.99 1.10 More Favorable Capital Structure Debt to Equity Ratio Current Debt to Worth 0.71 3.00 More Favorable 0.27 0.50 More Favorable Operating Profit Margin 0.15 5.70% More Favorable my' RMAU ID: Solid Waste Collection Financial Ratio Benchmarks for sales equal to or greater than $25M. rigure Type of Ratio Liquidity is rinanciai Kayo Measurement Current Ratio Quick Ratio tsencnmarKing— Reporting 2023 waste Lonnections Year Ratios as Compared to Industry 2023 Industry 2022-231 0.68 1.30 Less Favorable 0.57 1.10 Less Favorable Capital Structure Debt to Equity Ratio Current Debt to Worth 1.33 3.00 More Favorable 0.22 0.50 More Favorable Operating Profit Margin 12.26% 5.70% More Favorable 'wc RMAU ID: Solid Waste Collection Financial Ratio Benchmarks for sales equal to or greater than $25M. 2. Recommendation HF&H recommends the following condition be incorporated into a new Collection Services Agreement between Assignee and the City: a. Cost Basis: Both the Agreement and the SB 1383 Amendment describe the processforfuture compensation reviews that are to be performed every three years. In order for such compensation reviews to accurately evaluate the Assignees' compensation, the City will need to know the Assignee's actual operating expenses to establish a baseline, and the City should have an opportunity to evaluate the accuracy of the reported expenses. Recommendation: To give the City a proper cost -basis from which to evaluate compensation of the Assignee, the Assignee should be required to complete a set of cost forms, the format of which should be agreed upon by the City and the Assignee, August 13, 2024 Page 14 of 17 HF&H Consultants, LLC 192 City of Dublin Section II: Findings & Recommendations Amador Valley Industries Assignment Review Report and such forms should be required to accurately reconcile with the Assignee's financial statements for the Dublin operations after one complete rate year of Assignee's operations. Further, the City should havethe right to require theAssignee to document, to the City's satisfaction, all such expenses and/or allocation methods to attribute expenses to the Assignee's services to the City. D. Review of Experience and Qualifications of Waste Connections In orderto determine Waste Connections' ability to perform at or above the current standard of service, HF&H reviewed information regarding Waste Connection's experience, qualifications, and performance. The experience and qualifications review included an evaluation of biographies, case studies, organizational charts, and other documents provided by the Assignee. This Review also included a review of liquidated damages assessed against Waste Connection. 1. Findings a. Experience and Qualifications i. Waste Connections is a publicly traded waste management company founded in 1997 that provides "non -hazardous waste collection, transfer and disposal services, including by rail, along with resource recovery primarily through recycling and renewable fuels generation...[and] serves more than eight million residential, commercial and industrial customers in mostly exclusive and secondary markets across 44 states in the U.S. and six provinces in Canada." Waste Connections indicated they provide services in ap proximately 50 municipalities in California, including in the greaterSan Francisco Bay Area, and most recently completed the acquisition of Livermore Sanitation Inc. (LSI) in December of 2022. ii. Waste Connections has stated their intention to retain "almost all of the existing AVI employees...specifically, all drivers, customer service and outreach personnel," however, each of those employees has the ultimate discretion about their choice to remain employed and it is important that Waste Connections maintains a work environment that encourages those valued employees to stay. Waste Connections indicated many of AVI's employees are members of Teamsters Local 70 and Waste Connections indicated their commitment to abide by the terms of the current collective bargaining agreement (CBA) honoring the seniority and compensation arrangements, including the same union healthcare benefits. Waste Connections indicated the LSI employees are likewise represented by Teamsters Local 70, so HF&H further inquired about how Waste Connections intended to honorthe terms of the CBA for AVI employees when Waste Connections consolidates the AVI and LSI shops at the LSI facility in the near future. Waste Connections has further stated they are "not retaining any leadership personnel from AVI" and that they have prepared their management team from their LSI operation to absorb the new employees. b. Past Performance and Liquidated Damages i. AVI's performance review outlines the areas of concern with their compliance with the terms and conditions of the Agreement during the review period (please refer to Attachment 1 for further details). HF&Hfound that AVI had no liquidated damages assessed or issues wherethey were otherwise notified of a breach of the terms of their Agreement. August 13, 2024 Page 15 of 17 HF&H Consultants, LLC 193 City of Dublin Section II: Findings & Recommendations Amador Valley Industries Assignment Review Report ii. Waste Connections has been assessed $783,585 in liquidated damages for their failure to perform across five different jurisdictions undertwo separate agreements. These failures fell into four key performance areas that we know are important to the City: 1) recurring issues with missed collections, 2) failure to meet diversion standards, 3) failure to perform the required outreach and education activities, and 4) failure to meet the minimum requirements to provide technical assistance. 2. Recommendations a. Experience and Qualifications HF&H recommends the following conditions be incorporated into a new Collection Services Agreement between Assignee and the City: i. Leadership: The Assignee has indicated that AVI's current General Manager will not continue as General Manager under the Assignee's operation in Dublin. The Assignee has further indicated that it does not intend to have a General Manager position dedicated full time to the City and that Assignee intends to expand the responsibilities of the General Manager of Assignee's Livermore operation to also cover Dublin. Recommendation: HF&H recommends the Assignee be requiredto reinstate a full-time dedicated General Manager position for the Dublin service agreement if the City experiences any materially negative impact in services or the provision of services to customers or challenges with Assignee's ability to manage and perform the new Collection Services Agreement. Further, if such a requirement is triggered, HF&H recommends the City have the right to participate in the General Manager recruitment process including the ability to approve any offering of employment to a prospective candidate, and where such approval would not be unreasonably withheld. ii. Notice to City: As discussed above, the Performance Review found that some of the shortcomings in AVI's performance were most likely due to insufficient staffing and/or vacancies; and furtherthatthe City may not have been aware of such factors as they occurred or were occurring. Recommendation:The Assignee should be required to notify the City in writing of any and all vacancies and fulfilment of positions providing direct services to the City within thirty (30) days of such vacancy or fulfillment. This requirement could be met affirmatively through specific notice or through a monthly reporting mechanism. b. Past Performance and Liquidated Damages HF&H recommends the following conditions be incorporated into a new Collection Services Agreement between Assignee and the City: i. Local Knowledge: AVI is locally owned and operated and had a depth of localized knowledge specific to the complex regulatory environment in California. The Assignee does not appearto have the same knowledge; in fact, the California team proposed by Assignee, and identified in Assignee's organizational structure and through other documents provided for HF&H's review, are fairly new to California and the Assignee's California operations. August 13, 2024 Page 16 of 17 HF&H Consultants, LLC 194 City of Dublin Section II: Findings & Recommendations Amador Valley Industries Assignment Review Report Recommendation: The Assignee should be required to either employ a new 0.5 full- time equivalent position that requires at least five years of municipal solid waste experience in California and the regulatory environment that supervises the Recycling Coordinators and reports to the General Manager or evidence to the satisfaction of the City that Assignee is capable of providing an equivalent level of support to the Dublin operation. Further, the sufficiency of localized knowledge that would be lost in an Assignment should not be at the ratepayers' expense and so any new expenses associated with filling this knowledge gap should not be allowable in any future compensation adjustments. August 13, 2024 Page 17 of 17 HF&H Consultants, LLC 195 196 Attachment 1: AVI Performance Review W 198 HF H CONSULTANTS LLC Managing Tomorrow's Resources Today 590 Ygnacio Valley Road, Suite 105 Walnut Creek, California 94596 Telephone: 925/977-6950 July 23, 2024 Michelle Sung Environmental Technician City of Dublin 100 Civic Plaza Dublin, CA 94568 Subject: AVI and City of Dublin Performance Review — FINAL REPORT Dear Michelle Sung, Northern California Southern California www.hfh-consultants.com HF&H Consultants, LLC (HF&H) provides the enclosed report on our due diligence audit and performance review (Review) of the performance of Amador Valley Industries, LLC (AVI) during calendar year 2022. HF&H evaluated AVI's performance under: 1) the signed and executed Amended and Restated Collection Service Agreement (6th Amendment), between the City of Dublin (City) and AVI, and 2) the negotiated and unsigned Amended and Restated Collection Service Agreement (SB 1383 Amendment), for which AVI began receiving increased compensation beginning July 1, 2022 to meet the increased obligations under SB 1383. This report presents the scope of our due diligence review, the findings of our review, proposed conditions to the performance of AVI based on our review, and our recommendations. Sincerely, HF&H CONSULTANTS, LLC Rob Hilton President Sincerely, HF&H CONSULTANTS, LLC Dave Hilton Senior Project Manager 199 City of Dublin Executive Summary Amador Valley Industries Performance Review Report EXECUTIVE SUMMARY HF&H was engaged by the City of Dublin to complete a Performance Review (Review) of AVI in accordance with the Franchise Agreement(s), including the executed Amended and Restated Collection Service Agreement dated September 10, 2020 (6th Amendment) as well the negotiated but unsigned Amended and Restated Collection Service Agreement (SB 1383 Amendment) for which AVI was compensated. The period of this Review was for calendar year 2022 in order to review the most recently completed calendar year for ease of quarterly and calendar year annual report reviews. Additionally, this period was selected in order to review both the period prior to, and after, July 1, 2022, when compensation adjustments were made in order to implement new services in accordance with the SB 1383 Amendment. HF&H performed the Review and analysis of AVI's performance and compliance with the 6th Amendment and the SB 1383 Amendment in five key areas. The requirements and relevant sections of each Amendment and HF&H's determination of compliance are summarized in the table below and the narrative immediately following the table, with the remainder of the report describing what was reviewed and the basis used to determine compliance. Requirement—Amendment/Agreement Section Customer Service Customer Service Log— Exhibit D, Section 2.0 / Section 13.04.4 Office Hours —Section 15.01 Website - Section 15.01.5 Public Education and Outreach AVI Public Education Plan — Exhibit 8.1 Compost Give -Back —Section 15,04 Compost for City— Section 15.04.1 HH W Event Ad — Exhibit B4.8.D / Section 11.08.1 Public School Recycling Bins —Section 16.02,3 Go Green Initiative —Section 15.62.2 Residential Education — Exhibit 8 Manage/Promote Service (Large Item) — Ex. B1,5 / Section 8,07,3 Annual Collection Service —Section 16,03 / Section 3.07.3 MFD HHW Collection Boxes —Section 3.07.11 MFD Collection Service Notices— Section 15.03 Commercial Waste Audits —Section 10.02 Organic Waste Containers— Section 3.07.12 / Section 3.07.10 Diversion Diversion Requirements— Section 6.01 Reporting Standards Monthly Reports — Exhibit D2 / Section 18.04 Quarterly Reports — Exhibit D3 / Section 13.05 Annual Reports — Exhibit D4 j Section 13,05 Notification Procedures Due Date — Section 18,03 Determination of Compliance S131383 Amendment 6tF Amendment 2020 Partial Compliance Compliant w/ City OK Partial Compliance Partial Compliance Partial Compliance Not Compliant Partial Compliance Not Compliant Partial Compliance Partial Compliance Not Compliant Not Compliant Partial Compliance Partial Compliance Not Compliant Partial Compliance Compliant w/ City OK Partial Compliance Not Compliant (Ctrl) Not Compliant Partial Compliance Partial Compliance Not Compliant Partial Compliance Not Compliant Partial Compliance Partial Compliance Not Compliant Not Compliant fU/A Partial Compliance Not Compliant Not Compliant Compliant Partial Compliance Partial Compliance Partial Compliance Compliant Partial Compliance Compliant Partial Compliance Partial Compliance Customer Service Findings: HF&H's review of AVI's performance and adherence to customer service requirements suggested AVI has largely been properly documenting and reporting customer complaints in accordance with the 6th Amendment; however, the review revealed that AVI was not properly July 23, 2024 Page 1 of 15 HF&H Consultants, LLC 200 City of Dublin Executive Summary Amador Valley Industries Performance Review Report documenting and reporting customer complaints in accordance with the SB 1383 Amendment related to SB 1383 compliance. Recommendations: HF&H recommends AVI review the reporting requirements detailed in the 6th Amendment as well as the additional requirements in the SB 1383 Amendment to identify the requirements and proactively manage customer service compliance to ensure Agreement standards are met. Public Education and Outreach/Technical Assistance Findings: HF&H's review of AVI's performance of public education and outreach activities, which included multiple sections and obligations in both the 6th Amendment and the SB 1383 Amendment, revealed each section reviewed had several requirements that were not being met. Recommendations: HF&H recommends AVI align the framework of each Public Education and Outreach Plan (PEOP) with each specific requirement of the then -current Agreement to more clearly demonstrate the requirements are met and that the City and AVI develop quantitative metrics to establish what success means with regard to reaching outreach requirements. Diversion and Facility Operations Findings: HF&H's review of AVI's performance for Diversion and Facility Operations found that while AVI is in compliance with the use of approved facilities, it does not appear that AVI is on track to meet its diversion goals outlined in the SB 1383 Amendment. Recommendations: HF&H recommends the City meet and confer with AVI to establish expectations around programs and outreach to achieve the diversion requirements stated in the 6th Amendment and SB 1383 Amendment moving forward. Reports and Records Findings: HF&H's review of AVI's performance regarding the submittal of recurring reports in both the 6th Amendment and the S61383 Amendment revealed that timelines were missed on numerous occasions. HF&H's review of AVI's quarterly reports also revealed that AVI is not meeting the 50% diversion rate requirement prescribed in the SB 1383 Amendment. Recommendations: HF&H recommends AVI submit a new template for the City to review and approve that cites and clearly identifies each reporting requirement under the SB 1383 Amendment. Any requirements left out from the 6th Amendment in the current reporting templates should be noted and included in the new template. Notification Procedures Findings: HF&H reviewed relevant materials on AVI staff, supervisors, and management internal protocols for monitoring AVI's compliance with the requirements of the 6th Amendment and found that AVI is in compliance with regard to solving complaints within the number of days allowed. Recommendations: The City should continue to ensure that AVI is in compliance with the SB 1383 Amendment. This includes timeliness of information request and any upon request material. July 23, 2024 Page 2 of 15 HF&H Consultants, LLC 201 City of Dublin Executive Summary Amador Valley Industries Performance Review Report Limitations of the Analysis The scope of HF&H's analysis was limited as follows: A. HF&H's Review is different in scope than an audit of financial statements; such audits are performed by the independent certified public accountants retained by AVI. B. While the recommendations identify potential areas for improvement, the scope of work for the Review did not include development of specific remedies other than those incorporated into the amendments already under consideration and this report. July 23, 2024 Page 3 of 15 HF&H Consultants, LLC 202 City of Dublin Performance Review Amador Valley Industries Performance Review Report PERFORMANCE REVIEW 1. Customer Service Analysis The 6th Amendment and SB 1383 Amendment both establish specific performance standards on customer service, which must be performed by AVI. The SB 1383 Agreement included the same requirements as the 6th Amendment, as well as adding reporting requirements based on SB 1383 regulations such as complaints and detailed documentation on resolutions involving SB 1383 non-compliance. HF&H reviewed the 2022 quarterly reports, and more specifically, the customer service report to verify compliance with service quality, reliability, and customer service performance standards. Findings HF&H found that AVI is generally compliant with the customer service requirements, with the following exceptions: • HF&H requested detailed data from AVI's customer service log (Exhibit D, Section 2.C. of the SB 1383 Amendment). AVI did not provide a detailed list with the following information, that is required as part of the 6th Amendment: a summary of the type of complaints (e.g., missed pickups, scheduled cleanups, billing concerns, damage claims, SB 1383 non-compliance), number of complaints, complaint logs, the resolution of each complaint, including the timestamp of complaints and/or resolutions that may be seen on workorders. In accordance with Section 15.01.3 and 18.04.4 a customer call log should be provided upon request of the City. These requirements are part of the 6th Amendment and expanded in the SB 1383 Amendment to include SB 1383 non-compliance checks. In their response to the draft performance review report, AVI stated that their staff uses a City -approved template where the information requested in the template is provided on a monthly basis, however, did not provide any additional information documenting the template was approved by the City. To address these concerns, the City has agreed to provide AVI a template to use starting on the first day of the calendar month following the date the template is provided to AVI that will be considered compliant with the then -current reporting requirements. • HF&H requested clarification from AVI on the operating hours for the local office. AVI confirmed that AVI's office closes at 5:00 p.m., whereas Section 15.01 in the 6th Amendment requires the office be open until 6:00 p.m. The City has since confirmed that the closing time of 5:00 p.m. is acceptable. HF&H requested information on AVI's response to missed calls and whether postcards sent to customers after three attempts. AVI validated that postcards are not sent, but proper protocols addressing missed calls are conducted in accordance with Section 15.01.4 of the 6th Amendment and SB 1383 Amendment. • HF&H requested information on AVI's training protocols for customer service representatives. AVI stated that they are working to update their training protocols to include training customer service representatives on common items and behaviors around the compost stream. • HF&H reviewed AVI's website and it does not have a frequently asked questions section or map for collection schedule, as required by Section 15.01.5 of the 6th Amendment and SB 1383 Amendment. Recommendations HF&H recommends AVI review the 6th Amendment as well as the SB 1383 Amendment to identify the requirements and proactively manage customer service compliance to ensure Agreement standards are July 23, 2024 Page 4 of 15 HF&H Consultants, LLC 203 City of Dublin Performance Review Amador Valley Industries Performance Review Report met. AVI needs to ensure that their website and physical office are in compliance with the office hours and other standards stated in the 6th Amendment and should only deviate with express written permission from the City. HF&H recommends the City provide AVI with a reporting template that is compliant with the 6th Amendment and SB 1383 Amendment on the date the template is provided for AVI's use; provided, however, that the City makes no representations or guarantees that the report template will remain compliant if AVI makes any modifications, if the City requests additional information be reported, or any reporting requirements are included in the future. Additionally, HF&H recommends that the SB 1383 Amendment be updated to reflect any changes such as office hours that have been agreed upon, to ensure that AVI is in compliance with the contract. HF&H recommends that AVI review the SB 1383 Amendment to proactively report SB 1383 complaints and non -compliances. AVI needs to document, at a minimum, for each complaint received: name and contact information of the complainant, if the incident is not submitted anonymously; identity of the alleged violator, if known; description of the alleged violation, including location(s) and all other relevant factors known; identity of any witnesses, if known; and, if requested by the City pursuant to Section 21.01.4, the date the Contractor conducted additional outreach or investigated the complaint (if applicable); documentation of the findings of the investigation; and, any photographic evidence collected during the investigation. Contractor shall include copies of all related reports submitted by Contractor to the City in accordance with Section 21.01.4 for the SB 1383 Amendment. 2. Public Education and Outreach Analysis The SB 1383 Amendment establishes specific public education and outreach requirements to be performed by AVI. HF&H has crossed referenced the SB 1383 Amendment with the 6th Amendment to note where any requirements are or are not applied in both. This part of the Review was broken into nine separate sections: 1. Administrative requirements 2. Website 3. Special events 4. Schools 5. Single-family 6. Multi -family 7. Commercial 8. City facility 9. Upon request For each section, HF&H reviewed newsletters, guides, Public Education and Outreach Annual Plans (PEOPs), monthly reports, and annual reports from 2022 that were submitted by AVI. Quarterly reports were used to identify the number of engagements AVI had with customers to offer educational and/or technical support, as well as to identify the number of non -collection tags that were distributed. Additionally, quarterly reports were cross-referenced with the PEOPs to ensure deliverables were met. July 23, 2024 Page 5 of 15 HF&H Consultants, LLC 204 City of Dublin Performance Review Amador Valley Industries Performance Review Report Findings Administrative Requirements • Per Exhibit 8 of the both the SB 1383 Amendment t and the 6th Amendment, AVI's education and outreach messaging plan focuses on introducing new programs to residents and businesses, as well as increasing awareness of the need to reduce, reuse, and recycle, and the importance of buying recycled content products. The residential, multi -family and commercial plans had no messaging on the importance of buying recycled content products with the latter two plans omitted the correct setout instructions. • AVI's program related information in public education and outreach materials was deficient as it did not include required messaging around junk mail reduction, grass recycling, or backyard composting in accordance with both the 6th Amendment and the SB 1383 Amendment. Website Activities • AVI met the requirements for hosting and maintaining a website, per the 6th Amendment and the SB 1383 Amendment. • During the 2022 review period, AVI did not meet the requirements for posting residential rates on the website per the 6th Amendment and the SB 1383 Amendment. Residential rates have since been updated on the website four months after rates came into effect (completed December 2023). Special Events Education and Outreach Activities • Pursuant to Section 16.04 of the 6th Amendment and the SB 1383 Amendment, "AVI shall make available up to ten percent (10%) of the Compost and Mulch product (based on the weight of Organic Waste Collected of the previous year) to the City in the following categories: (i) bulk Compost and Mulch for use in City parks and City facilities; and (ii) bulk Compost and Mulch for distribution to City residents at one (1) recurring annual Compost give-away event." HF&H determined that AVI had not been proactively tracking or reporting on the Compost or Mulch product that was required to be made available to the City, however, AVI did provide internal tracking information which documented one event held on June 18, where forty-four cubic yards were given away which was the amount requested by the City. AVI and the City agree that Compost and Mulch product has been provided when requested and the City has requested AVI begin more complete reporting on the amount of Compost and Mulch product available to the City and the amount of Compost and Mulch provided upon City request. • Exhibit B4.8.D of the SB 1383 Amendment states AVI shall prepare and pay for publication of all advertisements and public announcements regarding HHW events. As part of HF&H's initial request, AVI provided only a sample drop-off day postcard for 2023. After AVI reviewed the draft performance review report, AVI sent a postcard for the 6/18/2022 event that was during the correct period. AVI did not provide a mailing date or customer list for review as CleanEarth is responsible for scheduling and mailing the postcards. Schools Education and Outreach Activities • Section 16.02.3 of the SB 1383 Amendment and 6th Amendment state that AVI shall provide public schools with a standardized classroom recycling bin for every classroom and office in the district that is imprinted with the logo of the school district and the words "Dublin Schools Recycle." AVI July 23, 2024 Page 6 of 15 HF&H Consultants, LLC 205 City of Dublin Performance Review Amador Valley Industries Performance Review Report has not provided information regarding the recycling bins program at Dublin schools for 2022. In their response to the draft performance review report, AVI stated that the schools were not interested in participating, however, no documentation was provided, and AVI asserted there is no contract requirement to continue to offer the program continually since 2005. While the City indicated they do not agree with AVI's interpretation of this provision, the City is agreeable to removing this requirement. • Section 16.02.2 of the SB 1383 Amendment and 6th Amendment state that AVI shall work with the City's public school district to implement the "Go Green Initiative," as part of its public education programs. AVI provides education and outreach to City schools through planned programs and upon request activities. The 2022 school education program was partially met. AVI continued to collaborate with the school district and attended a meeting with all sites to survey the current waste program and needs. However, site visits and outreach activities were not properly documented due to a recycling coordinator staffing change. Single Family Education and Outreach Activities • Exhibit 8.2.B of the SB 1383 Amendment and Exhibit 8 of the 6th Amendment state that single family newsletters for quarters one through four are available online. AVI did not include frequently asked questions (and answers), status reports on diversion levels, information regarding what is being done with the recyclables collected, or information about hard -to -market materials. • Exhibit B1.5 of the SB 1383 Amendment and Section 8.07.3 of the 6th Amendment state "Contractor shall promote, manage, staff, operate and administer the Large Item Collection Service in a manner designed to encourage its wide use by Residential occupants." HF&H reviewed and was not able to find any advertisements or other related promotional information regarding the large item collection service in the newsletters. Multi Family Education and Outreach Activities • Section 16.03 of the SB 1383 Amendment and Section 8.07.3 of the 6th Amendment both require AVI to provide annual collection service notices and manage and promote their services. HF&H requested the program notification direct mailing, distribution date, and distribution list or quantities of flyers and service notices. AVI was not able to provide this information. • Section 3.07.11 of the SB 1383 Amendment states information is to be made available on the AVI website regarding the multi -family household battery collection boxes. No information on household battery collection boxes was made available on AVI's website. AVI provided quarter two through four 2022 newsletters on their website, with only the quarter two newsletter containing information on battery collection. HF&H noted the quarter one's newsletter was not available on AVI's website. While this requirement is not part of the 6th Amendment, it is a requirement under the SB1383 Amendment. • Section 16.03 of both Amendments states each calendar year during the term of this agreement, the Contractor shall publish and distribute separate notices to all MFD Service Units regarding the MFD Collection Service programs. AVI was able to provide information on multi -family recycling door hangers and flyers regarding regular pickup reminders, bulky item pick up, and recycling but it was not clear to HF&H how, when, and in what quantity hangers/flyers were distributed. Information on distribution of door hangers and flyers are included in the quarterly report, if any, for the reporting period. July 23, 2024 Page 7 of 15 HF&H Consultants, LLC 206 City of Dublin Performance Review Amador Valley Industries Performance Review Report Commercial Education and Outreach Activities • Section 10.02 of the SB 1383 Amendment and the 6th Amendment both state "CONTRACTOR'S full-time Recycling Coordinator shall develop an annual Commercial Waste audit plan and submit the plan to the CITY for review no later than July 1, annually. At a minimum, the plan shall include the audit of at least two (2) and as many as five (5) Commercial Service Units per day depending on the needs of the commercial community, averaging a minimum of forty-four (44) per month." HF&H reviewed the records of commercial waste audits and found that AVI did not meet the requirements for at least two and as many as five commercial service units per day. AVI reported challenges in meeting the quarterly auditing and outreach targets due to a staffing change in the recycling coordinator role, but AVI was compensated for the position and to perform this work despite any turnover and/or vacancies. • Section 3.07.12 of the SB 1383 Amendment and Section 3.07.10 of the 6th Amendment both state AVI and the City shall work cooperatively to implement ongoing educational and operational changes to reduce customers' use of compostable plastic bags along with other contamination in the commercial organic materials. AVI did not provide information to demonstrate compliance with regard to compostable plastics. Upon Request • HF&H requested information from the City regarding AVI's submittal of information related to upon request activities. The City stated that AVI has been responsive to City requests for information, but that certain requests, such as tonnage and subscription data, take longer. The current agreement does not establish a time frame of when requested data should be received, but in the SB 1383 Amendment, new language has been included to specify submission dates of reports and response time of requested data. Recommendations HF&H recommends AVI align each Public Education and Outreach Annual Plan (PEOP) with the specific requirements of the Agreement in order to more clearly identify compliance with the required components of the PEOPs. HF&H recommends the City regularly review the time of submission of PEOP to ensure requirements are met. HF&H also recommends that AVI work with the City to more proactively communicate when AVI is planning and holding events related to public education and outreach requirements. HF&H recommends that AVI should offer programs to schools as required by both the 6th Amendment and the SB1383 Amendment. If the schools decline these services, AVI should document the reason why and continue to offer annually. AVI should regularly meet with the City to discuss how to better understand trends and how to further support school programs. HF&H recommends the City and AVI meet and discuss priorities around campaigns and outreach to put forward awareness of the HHW and battery program. HF&H recommends that metrics be developed as part of each PEOP for measuring the success of the education and outreach programs provided by AVI and include a section within each quarterly report that compares AVI's performance against these metrics. These metrics may include, for example, increased diversion program participation in response to various targeted education and outreach campaigns. July 23, 2024 Page 8 of 15 HF&H Consultants, LLC 207 City of Dublin Performance Review Amador Valley Industries Performance Review Report Finally, HF&H recommends the City evaluate whether AVI has fulfilled all of its obligations under the both the 6th Amendment and the SB 1383 Amendment related to education and outreach activities and whether more explicit budgets and activities need to be identified and reviewed to ensure AVI completes these specific activities or consider whether the City should remove the obligations and compensation for these services and bring the services in house or find another contractor to perform them. July 23, 2024 Page 9 of 15 HF&H Consultants, LLC 208 City of Dublin Performance Review Amador Valley Industries Performance Review Report 3. Diversion and Facilities Use Analysis HF&H reviewed AVI's quarterly reports from 2022. Section 6.01 of the 6th Amendment states "Contractor shall use commercially reasonable efforts to achieve the following minimum annual Diversion rates by the Agreement Year beginning July 1, 2025," which is also required under the SB1383 Amendment" With 75% by 2025 diversion from Single -Family, Multi -Family, and Commercial customers being the target, based on the diversion numbers below it does not appear that AVI is trending in the direction to achieve these diversion goals. Findings Table 1: HF&H Diversion Review Reports 75% Reached? Diversion % Comments RES 49% COM 32% \.I . .L LULL IVV '+1./L/0 0, 0 January 2022 No 42.51% RES 49%, COM 32% February 2022 No 41.44% RES 48%, COM 32% March 2022 No 41.18% RES 48%, COM 31% Q2 2022 No 41.94% RES 49%, COM 32% April 2022 No 42.57% RES 50%, COM 32% May 2022 No 41.91% RES 48%, COM 33% June 2022 No 41.35% RES 48%, COM 33% Q3 2022 No 41.09% RES 48%, COM 32% July 2022 No 41.58% RES 48%, COM 33% August 2022 No 41.07% RES 48%, COM 32% September 2022 No 40.65% RES 47%, COM 32% Q4 2022 No 41.25% RES 47%, COM 33% October 2022 No 39.67% RES 45%, COM 32% November 2022 No 41.37% RES 47%, COM 33% December 2022 No 42.59% RES 50%, COM 33% CY Annual 2022 No _ 42.96% RES 48%, COM 32% FY Annual 2022 No 42.19% RES 49%, COM 32% Diversion • The average diversion rate of the residential sector is 48% while commercial/multi-family was lower at 32%. Based on this data, it does not appear that AVI is on track to achieve the diversion goal of 75% diversion by the Agreement Year beginning July 1, 2025, as required in both the 6th Amendment and the SB1383 Amendment. Facility • AVI is in compliance with the facilities listed in the 6th Amendment and SB 1383 Amendment based on review of weight tickets. AVI disposes of solid waste at Altamont Landfill. AVI processes organic materials at Blossom Valley. AVI recyclables are sent to the Alameda County Recovery Facility July 23, 2024 Page 10 of 15 HF&H Consultants, LLC 209 City of Dublin Performance Review Amador Valley Industries Performance Review Report located in San Leandro. Material tonnages disposed at which facilities are not listed in the monthly, quarterly, or annual reports for CY 2022. Weight Tickets • HF&H randomly selected 40 scale tickets to review. HF&H requested invoices to confirm the correct rate was charged per the rate sheets. No incorrect billing was found. Recommendation AVI must meet the minimum diversion rate stated in the 6th Amendment and SB 1383 Amendment and work with the City to develop a compliance plan to ensure AVI meets the requirement. HF&H recommends the City meet with AVI to re-establish expectations around programs and outreach to achieve the diversion requirements stated in the 6th Amendment and SB 1383 Amendment, including establishing quantitative performance measures around the annual PEOP. It may be beneficial to involve outside firms to perform deeper analysis of diversion trends and support the creation of new or more targeted outreach campaigns. 4. Reporting and Record Standards Analysis HF&H reviewed dates and times reports were sent to indicate when AVI submitted reports to the City and compared those submission dates and times to the deadlines indicated in the 6th Amendment and the SB 1383 Amendment. HF&H reviewed monthly and quarterly reports for 2022. Additionally, AVI submitted two annual reports, one for Calendar year 2022 and one for fiscal year 2022. AVI did two overlapping reports due to schedules are realigning in the Agreement. In their response to the draft performance review report, AVI stated that the reports have been provided based on a template provided to AVI and that the City has never identified any issues with the reporting. AVI did not provide any additional information documenting the template was approved by the City. As stated in Section 1 of this Report, the City has agreed to provide AVI a template to use starting on the first day of the calendar month following the date the template is provided to AVI that will be considered compliant with the then -current reporting requirements. When reviewing monthly, quarterly, and annual reports, HF&H noted any inaccuracies from the requirements outlined in Section 18 of the 6th Amendment and Exhibit D of the SB 1383 Amendment and, despite City acceptance, and included them in the findings below. Findings Monthly Reports HF&H reviewed the monthly reporting requirements in Section 18.04 of the 6th Amendment and noted the following items in the reports: • The solid waste data was missing from the City service and construction and demolition units. The report does not list City tonnage collected and disposed of. In the monthly diversion report, City tonnage is combined with commercial tonnage, but that language is not consistent throughout the report. In their response to the draft performance review report, AVI stated they have never been asked to separate this data; however, this data was required as part of the 6th Amendment regardless of any separate City request. • In the recycling data, Single -Family Dwellings (SFD) and Multi -Family Dwellings (MFD) are combined in the monthly services report (Exhibit 2, Monthly Tonnage Report). AVI may have combined City data with commercial, but it is not clear throughout the report. Participation rates July 23, 2024 Page 11 of 15 HF&H Consultants, LLC 210 City of Dublin Performance Review Amador Valley Industries Performance Review Report relative to the total number of service units by service unit type is not included in the reports. In their response to the draft performance review report, AVI stated they have never been asked to separate this data; however, this data was required as part of the 6th Amendment regardless of any separate City request.. • AVI informed HF&H that the school's calendar year 2022 overview contained information about visits and meetings were limited due to staff turnover at AVI. • Several of the reports were one to three days late based on the dates of their cover letter. Per Exhibit D.2 of the SB 1383 Amendment, AVI is required to report the following additional information: • The organic waste report - participation rates relative to weekly set outs, average daily gross tons, and the average daily number of set outs. • The tonnage summary - tonnage by approved facility and facility type. • The customer service log - - section detailing SB 1383 non-compliance complaints. • The residual tonnage report - residue level and tonnage for all discarded materials processed, listed separately by material type collected and approved facility used. • The recycling markets report - source separated recyclable materials tonnage by commodity, average commodity values, and processed residue tonnage. • The contamination monitoring report - a description of AVI's process for determining prohibited container contaminants, a summary of contamination notices, and documentation of the total number of containers with contents disposed of due to observed prohibited contaminants. Quarterly Reports HF&H reviewed the quarterly reporting requirements in Section 18.05 of the 6th Amendment and noted the following items in the reports: • The tonnage information is not compared to the corresponding tonnage data from the prior year's comparable period. • Future event information is reported in the public education and information activities, but there is no summary of historical activities. • The total, but not the average commercial audit information is included in reports. The results of the commercial waste audits had not been reported at the time of the initial review. A sample of the commercial waste audits were provided on 5/1/2024. Per Exhibit D.3 of the SB 1383 Amendment, AVI is required to report the following additional information: • The progress with implementing SB 1383 programs, and descriptions of any opportunities identified or challenges faced, including plans for addressing such challenges. • A service evaluation report, including market factors, publicity conducted and needs, and descriptions of processed material loads rejected for sale. • Documentation of all materials exported out of State, as provided in 14 CRR Sections 18800 through 18813. July 23, 2024 Page 12 of 15 HF&H Consultants, LLC 211 City of Dublin Performance Review Amador Valley Industries Performance Review Report Annual Reports HF&H reviewed the annual reporting requirements in Section 18.06 of the 6th Amendment and noted the following items in the annual reports: • Quarterly reports are summarized by the year and not by quarter. • The annual report does not include the Summary of Historical and Proposed Activities. • Organic Waste tonnage data is not listed by processing facility. • The Used Oil Program cost financial data is not segregated between SFD and MFD. The financial data does not include three of the four categories (administration, collection, and transportation). • The diversion plan is missing from the annual report. • The large item report is missing the disposal facility name and location, average price received or paid per ton and total revenue, expenditures, and total net costs or proceeds. • The textiles report is missing the disposal facility name and location, average price received or paid per ton and total revenue, expenditures, and total net costs or proceeds. • The special events report omits historical comparison of annual events (Holiday Tree Collection) and the average of all Agreement years. Per Exhibit D.4 of the SB 1383 Amendment, AVI is required to report the following additional information: • The documentation demonstrating that the actual percent of the material removed for landfill disposal that is organic waste is less than the percent specified in in either 14 CCR Section 17409.5.8(c)(2) or 17409.5.8(c)(3), whichever is applicable. If applicable, AVI will demonstrate compliance with the digestate handling requirements specified in 14 CCR Section 17896.5 • The summary of all data provided in the tonnage report sections, including totals and averages from the quarterly and annual data, and subscription data. • The total amount of mulch and/or compost product provided to the City. • The results of the City's annual compost give-away event. • The total amount of SB 1383 renewable natural gas procured for use in vehicles including copies of any receipts, invoices, or other similar documentation. • The total number of SB 1383 regulatory non-compliance complaints that were received, and the total number investigated. This report will also include the total number of contamination notices categorized by sector, and copies of all contamination notices and educational materials issued to non -compliant generators. • The list of all vehicles used in performing services under the Agreement including the license plate number, VIN, make, model, model year, purchase date, engine overhaul/rebuild date if applicable, and mileage on June 30. • The following on education and outreach: o A copy of all education and outreach materials; o A record of the distribution date and recipients of direct, in -person contact; o A record of the date, number of recipients, and a copy of the information distributed through mailings or bill inserts; July 23, 2024 Page 13 of 15 HF&H Consultants, LLC 212 City of Dublin Performance Review Amador Valley Industries Performance Review Report o A copy of electronic media, including the dates, posted to social media, e-mail communications, or other electronic messages; o A summary of the status of the annual education and outreach plan; o A record of all technical assistance efforts; o A list of all languages that education materials were provided in; and, o A copy of all special event reports. • The documentation of written notification if the organic waste processing facility has the capability to process and recover compostable plastics throughout the term of the Agreement. Additional Reports Per the SB 1383 Amendment, AVI may be required to report the following information at the City's request: • Copies of AVI's AB 901 reports; • Incident reports; • Facility capacity planning information; • Excuse from performance; and, • Customized reports from records AVI are required to maintain. Recommendations • AVI and the City should meet and discuss the importance and timeliness of certain reporting requirements and if current requirements need to be revised to better understand customer information and activity in order to create more effective programs to increase diversion. • AVI should submit a new template for the City to approve that will record and report the all the requirements in the SB 1383 Amendment, provided, however, that City approval of such a template does not relieve AVI of the responsibility to comply with the provisions of the contract. Additionally, any requirements left out from the 6th Amendment in the current reporting templates should be noted and included in the new template. 5. Notification Procedures Analysis HF&H reviewed relevant materials on AVI staff, supervisors, and management internal protocols for monitoring AVI's compliance with the requirements of the 6th Amendment. HF&H obtained copies of notices transmitted to customers related to the specific noticing requirements to ensure that such notices were compliant with the requirements of the 6th Amendment. Findings • HF&H sampled 60 notification procedures for customer resolution from 2022 and noted AVI is in compliance with the number of days taken to resolve the complaint. • The City has notified HF&H of the slow response times from AVI. The 6th Amendment does not state required dates of submission or timeline for responses. In the SB 1383 Amendment, Section 18 and Exhibit D states the required timelines and/or dates of all requested submissions and data to the City. July 23, 2024 Page 14 of 15 HF&H Consultants, LLC 213 City of Dublin Performance Review Amador Valley Industries Performance Review Report Recommendation The City should continue to ensure that AVI is in compliance with the SB 1383 Amendment. This includes established timelines for resolving complaints and for responding to City requests for additional information and/or supporting materials. July 23, 2024 Page 15 of 15 HF&H Consultants, LLC 214 Attachment 2: AVI Compensation Review HF H CONSULTANTS LLC Managing Tomorrow's Resources Today 590 Ygnacio Valley Road, Suite 105 Walnut Creek, California 94596 Telephone: 925/977-6950 MEMORANDUM Northern California Southern California www.hfh-consultants.com To: Shannan Young, Environmental and Sustainability Manager — City of Dublin From: Rob Hilton, President — HF&H Consultants Dave Hilton, Senior Project Manager— HF&H Consultants Copy to: Debbie Jeffery, Manager — AVI Date: June 6, 2024 Subject: Review of AVI's Compensation — Final Report HF&H Consultants, LLC (HF&H) provides the enclosed report on our due diligence compensation review (Review) to verify Amador Valley Industries, LLC (AVI)'s compensation under the Amended and Restated Collection Service Agreement (Agreement) between the City of Dublin (City) and AVI. This report presents the scope of our due diligence review, the findings of our review, proposed conditions to the compensation of AVI based on our review, and our recommendations. Scope of Work We performed the following procedures as part of our review: • Reviewed AVI's actual eligible costs during the prior rate period (FY 22/23), including the review of financial statements, tonnage reports, route operation statistics, and other supporting documentation to verify the accuracy and practicality of the costs associated with the Agreement; • Verified the revenue generated from customer billings in order to assess the reasonableness and accuracy of the gross rate revenues as reported by AVI; • Reviewed the current customer subscription data received from AVI multiplied by the current rated in order to calculate revenue received; • Tested a limited judgement sample of commercial and residential customer accounts to verify the rates matched the current City -approved rate schedules; • Applied the RRI methodology to convert 2023/24 eligible expenses into 2024/25 dollars; and, • Determined the City's revenue requirement. Findings HF&H reviewed financial statements from AVI to verify AVI's compensation is consistent with an operating ratio not greater than 90%. This included reviewing financial statements, tonnage reports, route operation 217 HF H CONSULTANTS LLC Managing Tomorrow's Resources Today MEMORANDUM Page 2 of 9 statistics, customer subscription, and other supporting documents. HF&H compared these financial ratios to what is allowed. Based on this review and the information obtained for AVI, HF&H has provided the results of this analysis to ensure that rate payers are not over -funding this operating ratio through collection rates. HF&H reviewed the following sections described below: Cost and Expenses Determination Financial Statement HF&H reviewed AVI's audit financial and verified the amounts with supporting documentation. HF&H reviewed operating expenses in the audited financials to actuals for the year to test the audited financials were accurate. We found no discrepancies during this section of the review. City Fees Section 4.04 of the Agreement states Contractor shall make payment to the City of a franchise fee, administrative fee, and such other fees as may be specified. Monthly fee remittances to the City were recalculated and verified per the language in the Agreement. We found no discrepancies during this section of the review. Figure 1: Summary of Fees Recalculated by HF&H Date Franchise Fee Administration Fee C&D Fee Total City Fees Jul -22 $ 235,209 $ 100,701 $ 43,094 $ 379,005 Aug-22 244,302 104,594 42,129 391,025 Sep-22 233,662 100,039 69,119 402,820 Oct-22 294,646 126,148 51,049 471,844 Nov-22 254,444 108,936 44,506 407,885 Dec-22 232,311 99,460 51,156 382,928 Jan-23 921,892 394,694 38,756 1,355,342 Feb-23 259,306 111,018 33,329 403,652 Mar-23 326,979 139,991 22,766 489,735 Apr-23 253,144 108,380 47,380 408,903 May-23 913,823 391,239 25,578 1,330,640 Jun-23 233,543 99,988 49,110 382,640 Jul-23 258,916 110,851 11,068 380,835 Aug-23 240,537 102,982 38,565 382,085 Sep-23 266,976 114,301 44,589 425,865 Total $ 5,169,689 $ 2,213,322 $ 612,194 $ 7,995,205 Tonnage Reports HF&H reviewed AVI's annual and quarterly tonnage reports to the City and verified the amounts with supporting documentation. HF&H recalculated the tonnages in the reports and selected 40 weight tickets 218 HF H CONSULTANTS LLC Managing Tomorrow's Resources Today MEMORANDUM Page 3 of 9 to verify the correct weight and tipping fee is applied. AVI provided the receipt with the correct tonnage and rate amounts. We found no discrepancies during this section of the review. Route Operation Statistics HF&H reviewed AVI's submitted operation statistics form for reasonableness and accuracy. We compared approximate jurisdictions to AVI's account, labor, and route information. Account information matched the subscription data provided. We reviewed route information for reasonableness by comparing route hours and the efficiency of lifts per route to jurisdictions with similar ratios. We found no discrepancies during this section of the review. Revenue Review HF&H reviewed customer services data to determine the accuracy of gross rate revenue reported by AVI. We utilized customer subscription data from AVI and multiplied by the 2022 service rate to verify AVI's audited financial. HF&H reviewed the reasonableness of AVI's method of calculating revenue and performed our own build-up of rate revenue based on actual fiscal year 2022-2023 revenue and determined the accuracy. We found no discrepancies during this section of the review. Billing Review HF&H reviewed 45 total invoices provided by AVI to test for systemic billing errors. We tested 15 residential, 15 multi -family, and 15 commercial class customers and noted the correct charge for each line item. We found no discrepancies during this section of the review. Figure 2: Billing Testing Customers Accounts Tested Number of Errors Residential Mulit-Family Commercial 15 15 15 0 0 0 Total 45 0 Contractor Compensation HF&H worked with AVI to adjust the current fiscal year (FY) 2022 — 2023 to reflect the audited financials and removal of excess profit. Figure 3 shows prior years rate application with HF&H's agreed compensation amounts in FY 6/30/23 column. AVI is in agreement with HF&H regarding the methodology of the financial review and the calculation of projected compensation elements moving on. Exhibit 2 states the methodology used in calculating the following eight elements: 1. Collection Compensation Element; 2. Commercial Recycling Incentive Element; 3. Disposal Compensation Element; 4. Container Compensation Element; 5. Recycling Material Diversion Compensation Element 6. Organic Waste Diversion Compensation Element; 7. Vehicle and Administration Element; 8. Fee Compensation 219 HF H CONSULTANTS LLC Managing Tomorrow's Resources Today MEMORANDUM Page 4 of 9 Element. HF&H review AVI's FY2023 and FY2024 rate application. No discrepancies in calculation were found during this section of the review. Figure 3: HF&H True Up Compensation For Rate Change Effective Approved Budget for Contractor Compensation Collection Compensation Element Excluding Officer Compensation Collection Compensation Element - Officers Compensation Commercial Recycling Compensation Element Commercial Recycling Compensation Element Reduction Amount Disposal Compensation Element Container Compensation Element Recycling Material Diversion Compensation Element Recyclable Material Processing Cost (7/1/21- 6/30/22) Recyclable Material Processing Cost (7/1/22-6/30/23) Organics Compensation Element Commercial Food Waste Compensation Element Vehicle & Admininistration Asset Replacement Element Total Costs before Franchise Fees 6. Fee Compensation Element Franchise Fee Admin Fee Total 7 Total Calculated Compensation Add Cost of Mid Year Dump Rate Changes Less Former City Organic Subsidy Rounding Required Compensation from Rates Forecasted Revenue using Current Rates and Required Rate Increase Average Rate Increase Percentage All ORG City Fees Current Needed 16.35% 16.35% 7.00% 7.00% 23.35% 23.35% Frozen Frozen Standard Formula Calc Calc Calc Dec. 2022 Census (see page 18) HFH True Up Step 1 AVI Rate Model 7/1/2022 FY 6/30/23 Current Contractor Compensation $ 13,537,422 840,000 421,795 (421,795) 1,353,693 321,578 1,216,902 1,101,963 1,611,549 19,983,107 6,087,483 26, 070, 590 $ 26,070,590 7/1/2023 FY 6/30/24 Needed Calculated Contractor Compensation Ref. Page 2 $ 14,892,240 840,000 $451,194 (421,795) 1,338,234 330,711 1,196, 893 653,628 336,200 1,611,549 21,228,854 6,466,976 27,695,830 $ 27,695,830 26, 873, 349 $ 822,481 3.06% 220 HF H CONSULTANTS LLC Managing Tomorrow's Resources Today MEMORANDUM Page 5 of 9 Methodology of Rate Adjustment The following sections summarizes HF&H's process in calculating the rate adjustment factor. We adjusted the financials to address the true up necessary from the compensation review. HF&H follows the methodology set forth by the Agreement to forecast FY24-2025 rate adjustment. HF&H recommends a 0.92% in rate adjustment following methodology of AVI's FY2024 rate application: Refuse Rate Index Adjustment (RRI) Article 5.05.1.1 of the Agreement contains a detailed methodology for incorporating index and labor changes in the annual rate adjustment to find the value of the RRI factor. The calculation begins with the percent change in Labor according to the Teamster Union Local 70 Contract, vehicle maintenance index, and consumer index. We found the operating cost categories using the audited financials. The cost of the total expenses is used to find the weight of each cost category in relation to total cost. The weighted percentage of the costs are multiplied by the by the percentage change in the calculated indexes to get an RRI factor. The RRI factor used in AVI's submitted application is 4.06%. Commercial Recycling Compensation Article 5.05.7.4 of the Agreement states the commercial recycling compensation element shall be the initial commercial recycling compensation element stated in Article 5.05.7.3 minus the commercial recycling compensation reduction amount of $421,795. Article 5.05.7.3 states the annual commercial recycling compensation element adjustment shall be calculated by multiplying the commercial recycling compensation element times (one plus the sum of the RRI factor and the ATG (annual tonnage growth) factor). The forecasted commercial recycling compensation element is $47,717 ($496,512 - $421,795). Adjusting Rates to Reflect Changes in Landfill / Disposal Cost Article 5.05.3 states annual disposal compensation element adjustment shall be calculated by multiplying the disposal compensation element times (one plus the AT (annual tonnage) factor and multiplying the result, (the disposal compensation element adjusted for growth), times (one plus the ATF (annual tip fee) factor) as show in Exhibit 2. The growth of tonnage has decreased resulting in an annual tonnage factor of -6.98% and the annual tipping fee factor is 1.82% based on the growth of approved tip fee. The forecasted disposal compensation element is $1,267,481. Container Compensation Element Article 5.0535 states the container compensation element represents the amortized cost of carts and bins over the lifetime of the Agreement and shall not be adjusted except to account for customer growth through the use of the AG (annual growth) factor. The AG factor for year end 2023 is 1.31%. Prior year container compensation of $330,771 is multiplied by the AG factor to get FY2024 cost. The forecasted container compensation element cost is $335,043. Recycling Material Diversion Compensation Element Article 5.05.8 of the Agreement states recycling materials division compensation element is calculated annually by multiplying (a) the actual tonnage of recyclable materials delivered by contractor in prior 221 HF H CONSULTANTS LLC Managing Tomorrow's Resources Today MEMORANDUM Page 6 of 9 calendar year (January 1— December 31) by the anticipated per -ton tip fee to be charge by such MRF during the subsequent Agreement year. The forecasted recycling materials division compensation element cost is $1,157,932. Organic Waste Diversion Compensation Element The organic waste is made up of two categories, commercial food waste and all other organic waste. Both categories will be calculated in the same manor. Article 5.05.9 of the Agreement states organic waste materials division compensation element is calculated annually by multiplying (a) the actual tonnage of organic waste materials delivered by contractor in prior calendar year by the anticipated per - ton tip fee to be charge by the organic waste processing facility during the subsequent Agreement year. The forecasted commercial food waste cost is $426,423 and all other organic waste $675,540. Vehicle and Administration Element Article 5.18 of the Agreement states beginning July 1, 2020 the baseline Vehicle and Administration Asset Element shall be set at $1,595,575. That amount was increased to $1,611,549 to account for additional costs associated with SB 1383. The baseline amount shall not be subject to the annual rate adjustment. The forecasted vehicle and administration element cost is fixed at $1,611,549. Fee Compensation Element Article 5.05.6 states fee compensation shall always be equal to the sum of the collection element, disposal compensation element, and container compensation (base compensation) divided by [1 minus the sum of the then current fee percentages] minus the base compensation. The fee compensation is made up of the franchise fee and administrative fee. Article 4.04.1 states the franchise fee percentage shall 16.35% with respect to revenue received for services performed by contractor after June 30, 2021 and during the remaining term of this Agreement unless adjusted by the City. Article 4.04.2 states the administrative fee percentage shall be 7.00% with respect to revenue received for services performed by contractor after June 30, 2021 and during the remaining term of this Agreement unless adjusted by the City. The forecasted fee compensation element is $6,720,645. Rates Projected to Meet Total Compensation The following table summarizes the difference in AVI's FY22-2023 audited financial total compensation of $26,070,590 to provide franchised services and AVI's proposed cost for FY24-2025. Based on our review of the compensation and methodology of the application described in this report, we have determined that a recommended 0.92% overall rate increase is consistent with the rate -setting methodology described in the Agreement. 222 HF H CONSULTANTS LLC Managing Tomorrow's Resources Today MEMORANDUM Page 7 of 9 Figure 4: 2 Year Forecast of Collection Service Compensation Collection Compensation Element Collection Comp. Element - Officer Compensation Commercial Recycling Compensation Element Com. Recycling Comp. Element Reduction Amount Disposal Compensation Element Container Compensation Element Recycling Materials Diversion Compensation Element Organic Waste Diversion Compensation Element Vehicle and Administration Asset Element Fee Compensation Element FY 22-2023 $13,537,422 $840,000 $421,795 ($421,795) $1,353,693 $321,578 $1,216,902 $1,101,963 $1,611,549 $6,087,483 FY 24-2025 (Proposed Costs) $15,699,874 $840,000 $469,512 ($421,795) $1,267,481 $335,043 $1,157,932 $1,101,963 $1,611,549 $6,720,645 Absolute Change $2,162,452 $0 $47,717 $0 ($86,212) $13,465 ($58,970) $0 $0 $633,162 Percent Change 16% 0% 11% 0% -6% 4% -5% 0% 0% 10% Total Costs $26,070,590 $28,782,204 $2,711,614 10% 223 HF H CONSULTANTS LLC Managing Tomorrow's Resources Today MEMORANDUM Page 8 of 9 Figure 5: RRI Methodology For Rate Change Effective Approved Budget for Contractor Compensation Collection Compensation Element Excluding Officer Compensation Collection Compensation Element - Officers Compensation Commercial Recycling Compensation Element Commercial Recycling Compensation Element Reduction Amount Disposal Compensation Element Container Compensation Element Recycling Material Diversion Compensation Element Recyclable Material Processing Cost (7/1/22- 6/30/23) Recyclable Material Processing Cost (7/1/23-6/30/24) Organics Compensation Element Commercial Food Waste Compensation Element Vehicle & Admininistration Asset Replacement Element Total Costs before Franchise Fees 6. Fee Compensation Element Franchise Fee Admin Fee Total 7 Total Calculated Compensation Add Cost of Mid Year Dump Rate Changes Less Former City Organic Subsidy Rounding Required Compensation from Rates Forecasted Revenue using Current Rates and Required Rate Increase Average Rate Increase Percentage City Fees Current Needed 16.35% 16.35% 7.00% 7.00% 23.35% 23.35% Frozen Frozen Standard Formula Calc Calc Calc HFH True Up Step 2 AVI Rate Model 7/1/2023 7/1/2024 FY 6/30/24 FY 6/30/25 Current Needed Calculated Contractor Contractor Compensation Compensation Ref. Page 2 $ 14,892,240 $ 15,699,874 840,000 840,000 451,194 $469,512 (421,795) (421,795) 1,338,234 1,267,481 330,711 335,043 1,196, 893 653,628 336,200 1,611,549 1,157, 932 675,540 426,423 1,611,549 21,228,854 22,061,559 6,466,976 6,720,645 27,695,830 28,782,204 $ 27,695,830 $ 28,782,204 Dec. 2023 Census (see page 18) 28,520,902 $ 261,302 0.92% 224 HF H CONSULTANTS LLC Managing Tomorrow's Resources Today MEMORANDUM Page 9 of 9 Recommendation After review of AVI's financial statements, tonnage reports, route operation statistics, contractor compensation and other supporting documentation, we recommend the City adopt a 0.92% rate increase applied it all rates in accordance with Article 5 of the Agreement. 225 HF&H Consultants, LLC 590 Ygnacio Vally Road, Suite 105 Walnut Creek, CA 94596 226 Attachment 5 r DUBLIN CALIFORNIA STAFF REPORT CITY COUNCIL Agenda Item 6.1 DATE: .Line 25, 2024 TO: Honorable Mayor and City Councilmembers FROM: Linda Smith, City Manager SU B.JECT: Adoption of Rates for Garbage Collection, Disposal, and Recycling Services Provided by Amador Valley Industries and Establishing the 2024-25 Annual Assessment Prepared by: JayBaksa, Finance Director EXECUTIVE SUMMARY: The City Council will consider adopting two separate resolutions establishing the garbage rates effective July 1, 2024 and establishing the Fiscal Year 2024-25 refuse -related property tax assessment. STAFF RECOMMENDATION: Conduct a public hearing, deliberate, and adopt the Resolution Approving and Establishing the Collection of Minimum Residential Garbage and Recycling Service Fees for Fiscal Year 2024-2025; and adopt the Resolution Amending the Schedule of Service Rates for Integrated Solid Waste Services. FINANCIAL IMPACT: The annual rate adjustment for the Fiscal Year 2024-25 will result in a 0.92% increase for all rates. The residential garbage and recycling service fees, which are collected on the Property Tax bill as an annual assessment, will increase by $0.39 per month on the required residential 32-gallon can to a total of $42.92 per month. The proposed commercial rate increases vary based on the service level selected. The proposed rate of $208.26 represents the average service level for a one -yard bin collected once per week. Page 1 of 5 227 DESCRIPTION: Background In January 2005, the City executed an Agreement with Amador Valley Industries, LLC (AVI) for service that began July 1, 2005 and continued to June 30, 2020. On June 16, 2020, the City Council approved an Amended and Restated Agreement with AVI to extend the term to 2035, address capital equipment replacement needs, and incorporate local and state requirements. In addition, a new rate model approach was agreed to that addresses annual rate adjustments, component cost separation, and regular financial reviews. The financial reviews are to be done by a third -party administrator every three years to confirm reasonableness and to ensure that an industry standard level of operating margin is being maintained by AVI. Financial Review As part of the Fiscal Year 2024-25 rate adjustment, the City engaged HF&H Consultants, LLC, to perform the financial review. The review included components summarized in Table 1. Table 1. Financial Review Results Area Summary Findings Financial Statement Reviewed audit and verified amounts with supporting documentation. No Discrepancies City Fees Verified correct amount was remitted to City. No Discrepancies Tonnage Reports Verified amounts of annual/quarterly tonnage reports with supporting documentation. No Discrepancies Route Operation Statistics Reviewed route information for reasonableness by comparing City to other similar jurisdictions. No Discrepancies Revenue Review Reviewed revenue by utilizing customer subscription data and service rates to verify AVI's audited financials. No Discrepancies Billing Review Reviewed 45 invoices through different customer classes to test for systemic billing errors. No Discrepancies Contractor Compensation Calculation Reviewed prior two years rate calculations. No Discrepancies Compensation Review The rate approach included in the Agreement was the periodic review of AVI's financial statements to verify AVI's compensation is consistent with an operating ratio not greater than 90%, which is the industry standard. To accomplish this, HF&H reviewed AVI's audited financials for Fiscal Year 2022-23 to determine the revenue requirement needed to meet the 90% operating margin. During the review it was found that actual revenue collected during FY 2022-23 was $292,182 higher than was necessary to maintain the 90% operating margin (Table 2). Page 2 of 5 228 Table 2. Audited Revenue Requirement for FY 2022-23 FY 2022-23 (Actual) FY 2022-23 (Audited) Difference (+/-) Total Revenue Required $26,362,772 $26,070,590 ($292,182) True -Up Calculation To account for this difference, HF&H conducted two calculations. First, the Fiscal Year 2022-23 revenue requirement identified in the audit of $26,070,590 was used as the updated baseline and the Fiscal Year 2023-24 revenue requirement was recalculated. This was then used to calculate the annual adjustment for the upcoming Fiscal Year 2024-25 rates, resulting in the recommended revenue of $28,782,204, as shown in Table 3. A detailed description of these calculations is provided in the report by HF&H included as Attachment 4. Table 3. Undated Revenue Requirements FY 2022-23 (Audited) FY 2023-24 (Audited) FY 2024-25 Total Revenue Required $26,070,590 $27,695,830 $28,782,204 Annual Rate Adjustment Calculation The Agreement contains a provision that rates must be reasonably forecasted to provide AVI with an appropriate level of compensation based on a formula detailed in the Agreement. The forecasting methodology compares customer counts between the two most recent calendar years to calculate revenue generation based on the level of services provided multiplied by the appropriate rates. Rates are adjusted as appropriate across all service sectors to meet the calculated revenue requirement as set forth by the rate model. City Staff have worked closely with HF&H throughout the financial review and agree with all information presented including the updated revenue requirement and the Fiscal Year 2024-25 rate adjustment. As required in the Agreement, the City has provided AVI with information showing the rate calculations and assumptions. Section 5.13.1 states "...the final decision of the rate structure rests solely with the City." The proposed rate structure for Fiscal Year 2024-25 is estimated to meet the compensation requirement of $28,782,204. This compensation is possible as a result of a proposed 0.92% average increase to all categories. Detailed Comparison of Current and Proposed Rates Attachment 5 compares the proposed rates to the current rates for service levels that represent a majority of the subscribers in the City. The proposed rates would be effective July 1, 2024. Page 3 of 5 229 Competitiveness of Dublin Rates with Neighboring Agencies Historically, Staff has included a comparison of the Dublin rates compared to rates charged for similar services in surrounding communities. This comparison has focused solely on the garbage rates, as historically, recycling and organic waste were seen as smaller complimentary services. This is no longer true with the implementation of SB 1383, as well as other regional and statewide laws. Looking specifically at garbage rates no longer offers a clear "apples to apples" comparison. For example, Livermore now charges recycling at 80% of the garbage rate, Castro Valley a rate of 67% the garbage rate, and San Ramon at 50%, where Dublin charges 25%. The same pattern is now occurring with Organic Waste, in which Dublin charges 50% of the garbage rate and Castro Valley charges 124% of the garbage rate, but as regulations change and options for disposal become more limited these services have become more expensive and cities are adjusting for that reality. Overall, Dublin remains competitive, and the services offered are at least comparable to, and are often better than, the surveyed cities especially when factoring the type of service (garbage, recycling, organics, etc.), that is being provided. The current three -city comparison is provided as Attachment 6 and, like last year, Staff has included Castro Valley Sanitation District in place of Pleasanton, to include three service areas that offer similar services. The Pleasanton costs and cost structure have become an outlier in the Tri-Valley and when incorporating their costs into an "area average", made it appear that Dublin was significantly higher. In reality, Dublin is competitive with the other two cities examined (Livermore and San Ramon). Pleasanton's costs have been included for reference but are not included in the three -city average calculation. Minimum Residential Garbage Service All properties in the City are required to subscribe to a weekly minimum garbage service (Dublin Municipal Code Section 5.32). This minimum service includes weekly curbside collection of a 32- gallon garbage container, up to two organic waste carts including food scraps (96 gallons each), up to two recycling carts (96 gallons each), recycling collection of used oil and filters, an annual household hazardous waste drop-off event, and three on -call bulky waste pick-ups per year. Residents desiring larger garbage carts are billed directly by AVI for the incremental rate difference. The City pays AVI for the service cost of the minimum residential service with monies collected from the property tax bill. The City Council will need to establish the annual fee, which is collected with the property tax bill for residential properties, separately from the rates for other levels of service. The proposed fee for basic residential service for Fiscal Year 2024-25 is $515.04, which is collected in two installments on the property tax bill. This equates to $42.92 per month, which is $4.68 per year ($0.39 per month) more than the rate levied in Fiscal Year 2023-24, as shown below. Page 4 of 5 230 Table 4. Historical Annual Fee for Minimum Garbage Service Collected with the Property Tax Bill Proposed 2022-23 2023-24 2023-24 $486.72 $510.36 $515.04 Annual Monthly Change Change $4.68 $0.39 This base rate includes $0.45 per month to cover the cost associated with the collection being included on the property tax bill. These funds are not paid to AVI but are retained by the City to offset the administrative cost in preparing the tax roll. In addition, the cost of collection and delinquencies for the basic service is expected to be covered by prior year fund balance, penalties and prior year taxes collected by the County Tax Collector, and interest on funds held prior to payment to the Company. STRATEGIC PLAN INITIATIVE: None. NOTICING REQUIREMENTS/PUBLIC OUTREACH: A notice was placed in the East Bay Times on June 8, 2024 and June 15, 2024, notifying the community of the City Council's consideration of the proposed rates, and the City Council Agenda was posted. ATTACHMENTS: 1) Resolution Approving and Establishing the Collection of Minimum Residential Garbage and Recycling Service Fees for Fiscal Year 2024-25 2) Resolution Amending the Schedule of Service Rates for Integrated Solid Waste Services 3) Exhibit A to the Resolution - Proposed Adjustment to Garbage Company Rates 4) Memorandum - Review of AVI's Compensation - Final Report - Dated June 6, 2024 5) Proposed vs. Current Rates 6) Local Area Rate Comparison Page 5 of 5 231 Consent of Assignment of AmadorValley Industries to Livermore Sanitation, Inc (a Waste Connections company) August 20, 2024 DUBLIN CALIFORNIA 232 Outline • Background — Agreement with AmadorValley Industries (AVI) — SB 1383 Amendment — Performance and Compensation Reviews • Sale of AVI and Assignment Review • Next Steps Collection Service Agreement with AVI • The City entered into a Collection Service Agreement with AVI beginning July I , 2005 through June 30, 2012. • Five amendments to the Agreement included changes to obligations required, services provided, and extended the term to June 30, 2020. • An Amended and Restated Agreement was approved June 16, 2020 that extended the term to June 30, 2035. SB 1383 Amendment • Negotiations began in September 2021 for an Amendment to support the City's compliance with Senate Bill 1383. • The terms and costs of the SB 1383 Amendment were agreed to in principle. — Annual rate adjustment and SB 1383 adjustment approved by City Council June 21, 2022. SB 1383 Amendment • Collection Systems Updates — SB 1383 related updates and expansion of programs to multi -family properties. • Processing • Education • Customer Service • Recordkeeping and Reporting • Procurement of Recovered Organic Waste Products • Performance Standards Performance and Compensation Reviews • In December 2022, Staff engaged HF&H Consultants, LLC (HF&H) to conduct performance and compensation reviews of AVI. • Performance Review — Identified shortfalls related to public education and outreach, diversion, reporting standards. — Shortfalls remedied by AVI or HF&H provided recommendations to prevent future noncompliance. • Compensation Review — Actual revenue collected during Fiscal Year 2022-23 was higher than necessary to maintain the 90% industry standard operating margin. — True -up calculation was completed with the annual rate adjustment, resulting in a 0.92% rate adjustment for FY24-25. Sale of AVI and Assignment of Agreement • On March 8, 2024, AVI notified the City of its intent to sell the company, inclusive of AVI's stocks and other interests to Waste Connections, Inc. • Staff engaged HF&H to perform a franchise assignment review in accordance with the Amended and Restated Agreement. Franchise Assignment Review • The Assignment Review included reviews of AVI and Waste Connections and a review of the purchase agreement between AVI and Livermore Sanitation, Inc. (LSI - a Waste Connections Company). • The following areas were evaluated: — Compliance — Assignment terms — Financial condition — Experience and qualifications Franchise Assignment Review • Compliance Review — AVI's performance under the Amended and Restated Agreement and SB 1383 amendment. — Addressed by the performance and compensation reviews of AVI. • Assignment Terms — Proposed terms of purchase agreement between AVI and LSI. — LSI expected to make a reasonable return on investment. No undue risk anticipated. • Financial Condition — Determination of financial health of AVI and Waste Connections. — Concerns about impacts to operational performance are addressed in the Assignment Review recommendations. Franchise Assignment Review • Experience and Qualifications of Waste Connections — Waste Connections provides service to approximately 50 municipalities in California, including acquisition of LSI in December 2022. — Most existingAVl employees will be retained, with the exception of leadership. LSI General Manager will serve as AVI's General Manager. — Existing union collective bargaining agreements will be maintained. — Liquidated damages of approximately $783,000 were assessed for failure to perform. Recommendations to mitigate these issues are included in the Assignment Review. Next Steps • Staff recommends conditioning the assignment on the incorporation of the mitigation measures identified in the Assignment Review. • If approved: — City and HF&H will work with LSI to finalize a new Amended and Restated Collection Service Agreement that incorporates the mitigations. — Staff and LSI will implement a transition plan.