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HomeMy WebLinkAbout2020-06-09; City Council; ; Sustainable Materials Management Update on Solid Waste Franchise Agreements for Waste Collection, Processing and Disposal ServicesCA Review _RMC__      Meeting Date: June 9, 2020    To: Mayor and City Council    From: Scott Chadwick, City Manager     Staff Contact: James Wood, Environmental Manager  james.wood@carlsbadca.gov, 760‐602‐7584    Subject: Sustainable Materials Management Update on Solid Waste Franchise  Agreements for Waste Collection, Processing and Disposal Services       Recommended Action  Receive an informational report on the city’s franchise agreements related to recycling,  organics and solid waste collection, organic materials processing service and transfer and  disposal of solid waste material generated within the city.    Executive Summary   The City of Carlsbad’s current franchise agreement for solid waste collection services and  recycling processing with Coast Waste Management, Inc. expires on June 30, 2022. Since this  agreement was negotiated in 2012, new state laws have been enacted that require significant  expansions in the programs and services provided to residents and businesses. The city has  received notices of concern from the California Department of Resources Recycling and  Recovery, or CalRecycle, about its implementation of these required program elements.  CalRecycle has also asked for assurances that the city is proceeding in good faith to plan and  implement these services.     The City of Carlsbad’s current service agreement for transfer and disposal of solid waste  material, which is delivered to the Palomar Transfer Station, expires on June 30, 2022. Republic  Services, Inc. operates the station, but the County of San Diego owns the site property, which  the city leases for use as a transfer station. Separately, the city leases operational use of the site  to Republic to manage the transfer station. That operational lease expires on May 31, 2027.     City staff and HF&H Consultants have conducted a thorough process to plan for the new  contract terms, programs and services that will be needed for the city, its residents and  businesses, to fully comply with current and pending state laws.     For the collection and processing service agreement, staff will begin a request for proposal  process to ensure compliance with all state regulations, attached as Exhibit 1. For the transfer  and disposal service agreement, staff will proceed with negotiating an amendment to the city’s  service agreement with Republic to expire on May 31, 2027, to align with the lease agreement,  unless otherwise directed by the City Council.    June 9, 2020 Item #10 Page 1 of 286     Discussion  Collection and processing service agreement  The City of Carlsbad currently has a solid waste management franchise agreement for the  collection and recycling processing with Waste Management. This contract expires on June 30,  2022. A new, long‐term collection and recycling processing agreement is needed to ensure  continuation of services to the community and to comply with state law. Staff believes that the  local marketplace for collection services is competitive and the city is likely to receive the best  value through a competitive request‐for‐proposal process.     The city has been working toward compliance with current California solid waste regulations  such as Assembly Bill 939, which established an integrated waste management hierarchy to  guide local agencies in the implementation of source reduction programs, recycling,  composting, environmentally safe transformation and land disposal. The bill required  jurisdictions in California to meet diversion goals of 50% by 2000. That means that at least half  of the waste that the city is now sending to landfills would be diverted to recycling.    In 2011, the state Legislature passed AB 341, on mandatory commercial recycling, which  established a new statewide goal of 75% recycling through source reduction, recycling and  composting by 2020. That bill requires all multifamily residential properties with five units or  more, and businesses that generate four‐cubic yards of solid waste per week to sign up for  mandatory recycling collection service.     Recent organics recycling regulations also include AB 1826, which became effective in 2016.  One component of this law requires local governments to implement food waste recycling  programs for large businesses. Due in large part to the lack of infrastructure to manage these  materials in San Diego County, the city has not yet implemented those programs.     On March 12, 2019, the city received a letter of concern from CalRecycle. In this letter,  CalRecycle said the city had not demonstrated active planning or provided organics recycling,  including food waste collection services, to regulated businesses. On Oct. 2, 2019, CalRecycle  asked that the city submit a follow‐up plan to begin recycling food waste. In addition to the  requirements of AB 1826, CalRecycle is finalizing regulations for Senate Bill 1383, which will  expand the organics recycling requirements to all residents and businesses and require  expanded monitoring, recordkeeping, reporting and enforcement activities.     New contract elements  Current city contracts for solid waste management do not include language requiring  contractors to automatically meet new solid waste regulations that have gone into effect since  the contracts were executed, including food waste recycling. Staff and HF&H thoroughly  reviewed existing agreements and have developed a plan to include new contract terms in  future agreements so the city, as well as its residents and businesses, may fully comply with  current and pending state laws.        June 9, 2020 Item #10 Page 2 of 286     Some of the major new contract elements will include:   Implementation of food waste recycling for all residents and businesses   Significant enhancement of public education and outreach to support compliance  among those who generate the waste   Monitoring of recycling practices to increase participation and reduce contamination   New containers and labeling to meet state requirements and clarify participation rules   Separate contract for how organic waste is processed (composting or anaerobic  digestion)   Expanded recordkeeping and more frequent reporting to comply with state reporting  requirements    Transfer and disposal service agreement  The transfer and disposal of trash generated in the city is currently provided by Republic. Staff  believes it is in the city’s best interest to extend the service agreement with Republic for  approximately five years beyond June 30, 2022. The first advantage to this approach is that the  Republic service agreement would align with the Republic lease agreement for the Palomar  Transfer Station on May 31, 2027. The second advantage is that it gives staff more time to plan  for longer‐term uses of the station. For example, this would give staff the flexibility to  incorporate into the service and lease agreements more advanced material handling options  and any additional negotiated costs incurred from San Diego County as part of the property  lease renewal.     Staff also plans to negotiate with Republic for additional services to be provided during the five  years of the extended contract. These services may include transitioning responsibility for  operation of the recycling buy‐back center and recycling drop‐off to the service agreement and  adding an organics and food waste pre‐processing solution to support the city’s  implementation of the AB 1826 and SB 1383 requirements. These additional services are not  expected to require a term longer than five years for depreciation of invested capital.    Unlike the collection and processing service agreement, city staff are not currently starting a  request‐for‐proposal process for the transfer and disposal service agreement. This is because  the City of Carlsbad receives a preferential rate for the Palomar Transfer Station since Carlsbad  serves as the host city for these services. With these cost savings, and the ability to renew the  lease agreement and transfer and disposal service agreement at the same time, the city will  have more options and a stronger negotiating position in the future.       June 9, 2020 Item #10 Page 3 of 286     Process Integrity Policy  A common best practice during the solid waste competitive request‐for‐proposal process will  be to establish a “process integrity policy” that governs the communications between  companies offering proposals and the city. These policies protect the city by limiting  communication between the companies making the proposals and the authorized negotiations  team. This way the companies seeking the contract will not rely on information from, or try to  negotiate with, people outside of the authorized team. An example Negotiations Process  Integrity Policy is attached as Exhibit 2 for the City Council’s review.     Fiscal Analysis  There are no fiscal impacts associated with this report.     Next Steps  Collection and Processing Service Agreement  Unless directed otherwise by the City Council, staff and HF&H will prepare and issue a request  for proposal and franchise agreement for collection and processing services, including the  expanded services. The proposal process will include the following steps and milestones:     Mid‐June 2020: Issue request for proposal   May‐September 2020: Conduct community and stakeholder outreach   Mid‐September 2020: Receive proposals   Mid‐September‐November 2020: Evaluate proposals   November‐December 2020: Negotiate franchise with finalist(s)   Late January‐early February 2021: Present recommended contractor and proposal for  City Council approval of agreement   February‐December 2021: Preparation for implementation of approved contract   January ‐June 2022: Implementation of services to residential and commercial accounts    Transfer and Disposal Service Agreement  Unless directed otherwise by the City Council, staff and HF&H will enter into negotiations with  Republic on a service agreement extension for the transfer and disposal of the city’s waste. An  estimated timeline is as follows:     August 2020 to May 2021: Negotiations with Republic    July 2021: Presentation of agreement for City Council consideration and approval    January 2022: Potential early start of services    July 2022: Start of extended term        June 9, 2020 Item #10 Page 4 of 286     Environmental Evaluation (CEQA)  Pursuant to Public Resources Code Section 21065, this action does not constitute a “project”  within the meaning of the California Environmental Quality Act in that it has no potential to  cause either a direct physical change in the environment, or a reasonably foreseeable indirect  physical change in the environment, and therefore does not require environmental review.    Public Notification and Outreach  Public notice of this item was posted in accordance with the Ralph M. Brown Act and it was  available for public viewing and review at least 72 hours prior to scheduled meeting date.    Exhibits  1. Request for Proposal and Service Agreement  2. Negotiations Process Integrity Policy (example)  June 9, 2020 Item #10 Page 5 of 286 CITY COUNCIL DRAFT June 9, 2020 HF&H Consultants, LLC Request for Proposals for Recycling, Organics, and Solid Waste Collection; and, Organic Materials Processing Services EXHIBIT 1 June 9, 2020 Item #10 Page 6 of 286 This page intentionally left blank June 9, 2020 Item #10 Page 7 of 286 CITY OF CARLSBAD REQUEST FOR PROPOSALS FOR Recycling, Organics, and Solid Waste Collection; and, Organic Materials Processing Services Proposal Information: The City of Carlsbad (City) is requesting two (2) proposals: The first proposal is for the collection of solid waste and organic material, and the collection and processing of recyclable materials; and the second proposal is for the processing of organic materials. Proposers will have the option of submitting either proposal or both proposals. The Request for Proposal (RFP) Package and all associated materials are solely available on a designated website. Obtaining Access to the RFP Package: To obtain access to the RFP Package Web Page proposer must first register at the following website. The City uses PlanetBids, which you can access through the link below. The RFP package will be available once proposer has registered through PlanetBids. https://www.carlsbadca.gov/services/depts/finance/contracting/default.asp Proposer must also request to be added to the RFP distribution list by sending an email to SustainableMaterialsManagement@CarlsbadCA.gov. A supplemental website has been established to provide proposers with additional background information and documents during the RFP process. This website can be accessed at through the following link. http://www.hfh-consultants.com/hfh-clients/Carlsbad-RFP/ Proposer Questions and City Responses: All proposer questions must be submitted in writing via email to SustainableMaterialsManagement@CarlsbadCA.gov. Proposer questions and City responses will be issued as addenda, without identifying the party submitting the question. Receiving RFP Package Addenda and Other Updates: Individuals on the RFP Distribution List (that have provided complete and accurate contact information) will receive email notification of the issuance of addenda, or of any other updates to the RFP Package. All relevant documents will be posted to, and will be solely available on, the Web Page. Mandatory Pre-Proposal Meeting: All potential proposers should attend the mandatory pre-proposal meeting on June 30, 2020 from 1:00- 2:00 p.m. The City anticipates holding the meeting in person at the City’s Faraday office (1635 Faraday Ave, Carlsbad). A virtual meeting will also be available to those that register as interested parties and indicate that they would like to participate virtually. The City may, but is not obligated to, reject proposals received from proposers that do not attend the pre-proposal meeting. Compliance with City’s Process Integrity Policy: Proposers are solely responsible for ensuring that all team members, including affiliates, subcontractors and individual staff are made aware of, and maintain compliance with the Process Integrity Policy. Any party that violates the terms of the Process Integrity Policy may, at City’s sole discretion, be disqualified at any time from further participation in the City’s RFP process. Prime proposers may share the RFP link with other team members including affiliates and subconsultants, or may choose to require that team members submit their own executed Process Integrity Policy Form to SustainableMaterialsManagement@CarlsbadCA.gov. June 9, 2020 Item #10 Page 8 of 286 Proposal Submittal: All proposals must be received by 3:00 p.m. on June 9, 2020. Proposals received after this time and date may be rejected. Postmarks will not be accepted as proof of receipt. Proposers shall mail or hand-deliver proposal packages to: City of Carlsbad Attn.: Environmental Services Manager 1635 Faraday Ave Carlsbad, CA 92008 June 9, 2020 Item #10 Page 9 of 286 This Page Intentionally Left Blank June 9, 2020 Item #10 Page 10 of 286 TABLE OF CONTENTS SECTION 1: INTRODUCTION .................................................................................................. 1 1.1 City’s Goals and Objectives ....................................................................................... 1 1.2 RFP Overview ........................................................................................................... 2 1.3 Organization of RFP .................................................................................................. 3 1.4 RFP Schedule ........................................................................................................... 3 1.5 Readily Available Background Information ................................................................. 5 SECTION 2: BACKGROUND ................................................................................................... 6 2.1 Description of Current Services ................................................................................. 6 2.2 Demographic Information ......................................................................................... 12 2.3 Current Tonnage and Account Data ........................................................................ 12 2.4 Historical Operating Information ............................................................................... 13 2.5 Billing Process ......................................................................................................... 15 2.6 Current Rates and Rate Revenues .......................................................................... 15 2.7 Planned Development ................................................ 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SECTION 3: REQUESTED FRANCHISE SERVICES AND POLICIES ...................................16 3.1 Scope of Services for Base Proposals ..................................................................... 16 3.2 Scope of Services for Alternative Proposals ............................................................ 25 3.3 Labor Policy ............................................................................................................. 30 3.4 Collection Vehicles and Containers ......................................................................... 31 3.5 Corporation Yard and Transfer Facilities .................................................................. 31 3.6 Subcontractors ........................................................................................................ 31 3.7 Municipal Code Revisions ........................................................................................ 31 3.8 Reimbursement of Procurement Costs .................................................................... 31 SECTION 4: RFP CONDITIONS AND PROPOSAL SUBMITTAL ...........................................33 4.1 Rights Reserved by the City .................................................................................... 33 4.2 General RFP Agreements ........................................................................................ 33 4.3 Proposal Submittal Process ..................................................................................... 35 SECTION 5: PROPOSAL SUBMITTAL REQUIREMENTS .....................................................40 5.1 Proposal Outline ...................................................................................................... 40 5.2 Cover Letter ............................................................................................................. 41 5.3 Executive Summary ................................................................................................. 41 5.4 Company Description .............................................................................................. 41 5.5 Technical Proposal for Base Services...................................................................... 45 5.6 Technical Proposal for Alternative Services ............................................................. 52 5.7 Environmental Considerations ................................................................................. 53 5.8 Acceptance of RFP and Franchise Agreement ........................................................ 54 5.9 Cost Proposal .......................................................................................................... 55 5.10 Other Proposal Forms ............................................................................................. 59 5.11 Additional Information (Optional) .............................................................................. 59 SECTION 6: PROPOSAL EVALUATION PROCESS ..............................................................60 June 9, 2020 Item #10 Page 11 of 286 ATTACHMENTS 1. Service Area Map 2. Current Customer Rates 3. Cost Proposal Forms 4. Secretary’s Certificate 5. Anti-Collusion Affidavit 6. Iran Contracting Act Certification 7. Draft Franchise Agreement for Collection and Processing Services 8. Insurance Certification LIST OF TABLES Figure 1: RFP Schedule .................................................................................................................................. 3 Figure 2: Readily Available Background Information .................................................................................... 5 Figure 3: Current Residential and Commercial Collection Services .............................................................. 7 Figure 5: Annual Materials Collected (Source: CWM Reports to City) ........................................................ 13 Figure 6: Accounts by Customer Type (Source: CWM Reports to City) ....................................................... 13 Figure 7: Inventory of Collection Vehicles (Source: CWM Reports to City) ................................................ 14 Figure 8: Number of Routes (Source: CWM Reports to City) ...................................................................... 14 Figure 9: Annual Rate Revenues (Source: CWM Reports to City) ............................................................... 15 Figure 13: Single-Family Collection Base Services ...................................................................................... 18 Figure 14: Multi-Family Collection Base Services ....................................................................................... 20 Figure 15: Commercial Collection Base Services ........................................................................................ 23 Figure 16: Proposal Outline ........................................................................................................................ 40 June 9, 2020 Item #10 Page 12 of 286 SECTION 1: INTRODUCTION As an environmental leader, the City of Carlsbad (City) has implemented policies to reduce the amount of waste produced within the city to conserve natural resources, save water and energy, decrease pollution, meet compliance with state and federal regulations, and support the city’s overall sustainability goals, including but not limited to sustainable materials management and the reduction of greenhouse gases. The City is seeking proposals: (1) for collection of recyclable materials, organic materials, and solid waste, and processing of recyclable materials from residents and businesses; and, (2) for the processing of organic materials. As of February 2020, the City service area includes approximately 30,631 single-family (individual cart service) accounts, 276 multi-family (shared bin service) accounts and approximately 1,468 commercial accounts. Currently, Coast Waste Management (CWM) provides collection and processing services to the City through a franchise agreement with the City. The agreement with CWM will expire on June 30, 2022. The term of both new agreements will commence on July 1, 2022 and will continue for ten (10) years, ending June 30, 2032. The Franchise Agreement may be extended at the City’s sole option for up to an additional five (5) years. The goal for the new Franchise Agreement is to provide high quality, cost-effective services for the residents and businesses in the City, while maintaining an exemplary level of customer service. Through this Request for Proposals (RFP), the City is looking for a service provider who can deliver high quality service, maintain competitive rates, and support the City’s environmental goals as defined in the recently-adopted Sustainable Materials Management Plan. This RFP document contains the following: the goals and objectives of the City; an overview of this RFP; a description of the RFP’s organization; the RFP schedule; and, a list of readily available background information. Note that many terms used in this RFP are defined in Exhibit A of the Draft Franchise Agreement, which is presented as Attachment 7 hereto. The City has an agreement with Republic Services for solid waste transfer and disposal (Post Collection Agreement). The Post-Collection Agreement expires on May 31, 2027. The City will not be soliciting proposals for solid waste transfer or disposal through this RFP and all such materials are required to be delivered consistent with the City’s obligations under that Post-Collection Agreement. 1.1 City’s Goals and Objectives The City is requesting proposals from companies that have demonstrated experience providing recyclable materials, organic materials, and solid waste collection and/or organic materials processing services comparable to those described in this RFP, under a franchise agreement with a community comparable to or larger than the City. The City seeks one or more Contractor(s) who have demonstrated its ability to deliver exemplary customer service, and places a high priority on providing cost-effective, high-diversion services to all residents, businesses, and contractors in the City. The City’s goals and objectives for future collection and processing services are as follows: • Provide exceptional, courteous, timely, responsive, high-quality services to Carlsbad customers, with a customer-focused philosophy. June 9, 2020 Item #10 Page 13 of 286 • Support the city’s approved “Sustainable Management Plan”. • Minimize the landfill disposal of organic materials • Ensure that the City and its residents and businesses achieve or exceed compliance with State solid waste and recycling requirements, including but not limited to AB 939, AB 341, AB 1826, SB 1383, and all current and future related regulations. • Support the State’s goal of resource conservation, which prioritizes management of the waste stream using the following hierarchy: waste reduction, reuse, recycling, composting, transformation, and landfilling. • Provide service to customers at reasonable rates that are effectively managed over the term of the new Franchise Agreement to minimize future rate increases. • Minimize environmental impacts of the collection and processing operations. • Expand and enhance the opportunities for residents and businesses in the City to divert recyclable and organic materials from landfill disposal. • Engage a Contractor that cooperatively delivers service to customers and the City, and collaborates with the City to allow programs to evolve over time. • Engage a Contractor that is a strong community citizen (e.g. participation in community events and organizations) 1.2 RFP Overview The City initiated this RFP process to develop future programs and services and select one or more future contractors. The Contractor selection process will result in two (2) new contracts: (1) For collection of recyclable materials, organic materials, and solid waste, and processing of recyclable materials from residents and businesses; and, (2) For the processing of organic materials. The procurement process involves soliciting and evaluating proposals, selecting the future Contractor, executing contracts with the selected contractors, and establishing an implementation period leading to commencement of services on July 1, 2022. The City wishes to receive proposals from companies that have demonstrated experience in safely providing services comparable to those described in this RFP and the Draft Franchise Agreement (Attachment 7). Through this RFP, the City is requesting that proposers submit proposal information on the “Base Services” which cover collection services and programs that are very similar to the scope of services under the current agreement, as well as information for “Alternative Services” which address new programs for residents and businesses. The technical and cost proposals for Alternative Services will be evaluated and used by the City to determine if one or more of the Alternative Services will be included in the final scope of the Agreement. The City has identified Required Alternative Services (for which proposers are required to submit proposal information), and Optional Alternative Services (for which proposers are invited, but not required to submit proposal information). June 9, 2020 Item #10 Page 14 of 286 Among the Optional Alternative Services is the opportunity for proposers to propose organics materials processing services only, with or without proposing to provide collection services. More information on this option is provided in Section 3.2 of this RFP. Proposers submitting proposals for collection services are required to submit proposal information for the Base Services and the Required Alternative Services. In addition, the City invites proposers to submit proposed cost and operating information to reflect any innovative or cost-saving alternative approaches to the services requested by this RFP, which are not otherwise specified in or requested by this RFP, in the technical proposal and by using the space provided in the cost proposal forms (Attachment 3). Requested services are summarized in Section 3 of this RFP. 1.3 Organization of RFP This RFP is organized into six sections as follows: Section 1 provides a brief introduction to the RFP. Section 2 provides background information on the City, including current service arrangements. Section 3 presents the scope of requested collection and processing services. Section 4 provides the RFP policies, conditions, and submittal process. Section 5 describes proposal submittal requirements. Section 6 outlines the proposal evaluation process and criteria by which the proposals will be evaluated. The attachments include the Draft Franchise Agreement, proposal forms, current rates for collection and processing services, and additional background information. 1.4 RFP Schedule The key activities and completion dates for the RFP process are provided in Figure 1. The RFP process is described in detail in Section 4. All questions regarding the RFP must be submitted in accordance with guidelines specified in Section 4.3. Figure 1: RFP Schedule * Note that the City may modify this process and/or schedule to best meet the needs of the City. ACTIVITY COMPLETION DATE* City releases RFP for Collection and Processing Services June 12, 2020 Deadline for submittal of written questions before the pre-proposal meeting June 23, 2020 @ 3:00 p.m. Mandatory pre-proposal meeting June 30, 2020 @ 1:00 p.m. June 9, 2020 Item #10 Page 15 of 286 {Remainder of page intentionally blank} Deadline for registering to receive future correspondence and announcements (note: company registering must have had a representative at the mandatory pre-proposal meeting) July 3, 2020 @ 5:00 p.m. Deadline to submit additional written questions July 3, 2020 @ 5:00 p.m. City will issue: response to written questions, summary of responses provided at the pre-proposal meeting, and RFP addendum if necessary July 24, 2020 Proposers submit proposals September 10, 2020 @ 3:00 p.m. City conducts preliminary evaluation, clarifies proposal questions September – November 2020 City conducts interviews with one or more proposers October 2020 City negotiates with recommended/shortlisted Contractor(s) November – December 2020 City Council selects collection and processing Contractor(s) January – February 2021 City conducts final negotiation with selected Contractor(s) March – May 2021 (if needed) City Council approves negotiated Franchise Agreement June 1, 2021 (if needed) Selected Contractor(s) begin providing service July 1, 2022 June 9, 2020 Item #10 Page 16 of 286 1.5 Readily Available Background Information Below is a list of readily available sources that provide background information on the City. Additional background information is provided in Section 2, in the RFP attachments, and on the RFP Web Page. Figure 2: Readily Available Background Information Resource Relevant Content Location RFP Website • Current Franchise Agreement • Post-Collection Agreement • Detailed Account and Service Level Data • Draft Franchise Agreement • Proposal Forms • Current Rates http://www.hfh-consultants.com/hfh- clients/Carlsbad-RFP/ City Website • General information • Solid Waste & Recycling Services • General Plan • Sustainable Materials Management Plan • Municipal Code* https://www.carlsbadca.gov/ https://www.carlsbadca.gov/recycling https://www.carlsbadca.gov/services/depts/pla nning/general.asp https://cityadmin.carlsbadca.gov/civicax/fileba nk/blobdload.aspx?BlobID=39252 http://www.qcode.us/codes/carlsbad/ * Note that the City intends to revise various sections of the Municipal Code, as needed, following the RFP process, to ensure that there are no inconsistencies between the Municipal Code and the final Franchise Agreement. {Remainder of page intentionally blank} June 9, 2020 Item #10 Page 17 of 286 SECTION 2: BACKGROUND Although the information presented in this section was obtained from what are considered by the City to be reliable sources, it is presented for informational purposes only. The proposer, by submission of their proposal(s) in response to this RFP, agrees to indemnify and hold the City harmless from any claims of damages incurred by the proposer for its reliance on any data provided by the City in this RFP process. Each proposer should take whatever steps it believes are necessary to reasonably determine the actual service requirements of the City and understand service conditions in the City when preparing its proposal. 2.1 Description of Current Services Pursuant to Section 6.08.02 of the City Municipal Code, all occupied premises are required to have and pay for collection service for discarded materials. Under the existing agreement, CWM collects residential and commercial solid waste, recyclables, and green waste from customers within the City at City-approved rates. CWM provides services to City facilities at no charge to the City (See Draft Franchise Agreement Exhibit B5 for a list of service levels and locations). Currently, both City and CWM are responsible for billing: specifically, City provides billing services to most residential customers, bi-monthly, and CWM bills all other customers and any ancillary services on a monthly basis in arrears. Collection of delinquent accounts is the sole responsibility of CWM. CWM may discontinue service to delinquent accounts, may charge late fees, and may charge “re-start fee” to begin services again. The City is interested in the possibility of transferring the responsibility for all billing to the successful proposer as part of this RFP process and is soliciting alternate proposals on that basis (see Sections 2.5 and 5.5.9 below for more information). CWM provides all customer service related to the current franchise. This includes all customer service call center, electronic, and web-based customer interactions. The contract requires a designated “contract liaison” (to work with city on contract issues) as well as a “service liaison” (to work with city to resolve customer service complaints). Under the new agreements, City requires that these contacts be local and dedicated to the City. The City strongly prefers that the selected proposer utilize a local customer service call center in Northern San Diego County. CWM is currently responsible for providing collection containers (including carts, bins, and roll-offs) to customers. The selected proposer will be required to purchase new collection containers with in-mold SB 1383 complaint information and City-owned branding/contact information for all customers at the commencement of the new Franchise Agreement. The selected proposer will be responsible for distribution, repair, and maintenance of all collection containers. At the City’s sole option, all collection containers purchased pursuant to the new Franchise Agreement will become the property of the City upon termination or expiration of the Agreement. See Section 5.6 of the Draft Franchise Agreement (Attachment 7). Under the current Franchise Agreement, CWM processes all recyclable materials. To fulfil the requirements of the Post-Collection Agreement, CWM delivers all solid waste and green waste to the Palomar Transfer Station (PTS) for processing and disposal. CWM pays Republic Services directly for transfer and disposal at rates determined by the Post-Collection Agreement. While the Post-Collection Agreement is scheduled to expire during the term of this Franchise Agreement, the City intends to direct June 9, 2020 Item #10 Page 18 of 286 the delivery of Solid Waste and Organic Materials to PTS or another facility throughout the term of this Agreement. The Carlsbad Unified School District is not included in the current franchise agreement. The school district contracts separately for solid waste disposal, and collection and processing of organics and recyclables materials. Figure 3 summarizes the City’s current recyclable materials, organic materials, and solid waste collection services provided to single-family, multi-family, and commercial customers. Other franchise services include: collection from City facilities and special events; public education; billing; customer service; and, recyclables processing. Figure 3: Current Residential and Commercial Collection Services Service Single-Family Multi-Family Commercial Recyclable Materials • Weekly, curbside • Carts (35-, 64-, or 96- gallon) • Green body, blue lid • Customer may request up to two additional carts (of same size) at no charge • At least weekly; as scheduled by customer • Collection location determined by Contractor • Bins (3- or 4- CY); 3 CY split bins; or carts (35-, 64-, or 96-gallon) • Containers may be shared between occupants • Size and frequency determined by customer and Contractor – must be at least two (2) 96-gallon carts per 25 MFD units • At least weekly; as scheduled by customer • Collection location determined by Contractor • Bins (3- or 4-CY); 3 CY split-bins; or carts (35-, 64-, or 96-gallon) June 9, 2020 Item #10 Page 19 of 286 Service Single-Family Multi-Family Commercial Organic Materials (Yard Trimmings) • Yard trimmings only • Weekly, curbside • 35-, 64-, or 96-gallon carts • Customer may request up to two additional carts (of same size) at no charge • Green body, green lid • Curbside Holiday tree collection, at no cost • Yard trimmings only • At least weekly; as scheduled by customer • Bins (3 CY) or carts (96 gallon) • Voluntary subscription • Collection method options to be selected by customer, choices are similar to collection options 1-3 for commercial solid waste (see below) • Holiday tree collection, at no cost (collection time and location mutually agreed upon by MFD property manager and Contractor) • Yard trimmings only • At least weekly; as scheduled by customer • Bins (3 CY) or carts (96 gallon) • Voluntary subscription • Collection method options to be selected by customer, choices are similar to collection options 1-3 for commercial solid waste (see below) June 9, 2020 Item #10 Page 20 of 286 Service Single-Family Multi-Family Commercial Solid Waste • Weekly, curbside • Carts (35-, 64-, or 96- gallon) • Green body, gray lid • Customer may request additional carts; charged at rate per cart per month • Temporary collection service upon customer request, using bins or roll- offs • At least weekly; up to 6x/week as scheduled by customer • Bins (2-, 3-, 4-, or 5-CY); split-bins (3 CY); or carts (35-, 64-, or 96-gallon) • Required to subscribe to bin service, unless waived and allowed to use carts • Bins may be shared between occupants • Temporary collection service upon customer request, using bins or roll- offs • At least weekly; as scheduled by customer • Bins (2-, 3-, 4-, or 5-CY); split-bins (3 CY); or carts (35-, 64-, or 96-gallon) • Required to subscribe to bin service, unless waived and allowed to use carts. See options below • Option 1 – Single property bins, split-bins, compactors, or roll-off boxes. If cart service is approved, collect carts at least 1x per week; no more than 2 carts per premises per week • Option 2 – Bins or carts that are shared by two or more adjacent commercial premises • Option 3 – Permanent roll- off/compactor of 10, 20, or 40 CY. Customer purchase or lease through Contractor or other vendor • Temporary collection service upon customer request, using bins of roll- offs Backyard or Sideyard Service • Backyard service available at a higher service rate • Backyard service available at a higher service rate • Backyard service available at a higher service rate June 9, 2020 Item #10 Page 21 of 286 Service Single-Family Multi-Family Commercial Other • On-call bulky items collection (see below) • On-call e-waste collection (see below) • Cell phone and battery collection (see below) • Materials accepted free of charge at buy-back center (see below) • Special services (roll-out, locking containers, etc.) upon customer request; at rates set forth in the agreement • Custom containers upon request; at a rate agreed upon by customer and Contractor • On-call bulky items collection (see below) • On-call e-waste collection (see below) • Materials accepted free of charge at buy-back center (see below) • Special services (roll-out, locking containers, etc.) upon customer request; at rates set forth in the agreement • Custom containers upon request; at a rate agreed upon by customer and Contractor • Bulky item collection (see below) • C&D – 3-CY bin available Included Services for City Facilities (provided at no charge to the City) • N/A • N/A • Recyclables, solid waste, and organics (yard trimmings) • Both temporary and scheduled services. At least weekly, and as frequently as scheduled by the City • All container options available: Carts, bins, compactors, or roll-off • List of facilities receiving service, container types and sizes, and frequency specified in agreement • City may change service level and number of facilities without additional compensation June 9, 2020 Item #10 Page 22 of 286 Service Single-Family Multi-Family Commercial Household Hazardous Waste (HHW) • Sharps accepted at buy- back center or through containers placed at up to 3 locations at City facilities (replace containers up to 10x per year) • 2 free pharmaceutical collection events per year • Curbside household battery and cell phone collection (sealed in clear plastic bag, on top of recyclable materials cart) • On-call e-waste collection; 3 pick-ups per year at no charge. Up to 5 items per pickup, within 3 feet of curb (additional pick-ups or oversize items accepted at buy-back center at no charge) • Customers must schedule e-waste pick-up by 5:00pm on day before regular collection day • Sharps accepted at buy- back center or through containers placed at up to 3 locations at City facilities (replace containers up to 10x per year) • 2 free pharmaceutical collection events per year • On-call E-Waste collection; 3 pick-ups per year at no charge. Up to 5 items per pickup, within 3 feet of curb (additional pick-ups or oversize items accepted at buy-back center at no charge) • Customers must schedule e-waste pick-up by 5:00pm on day before regular collection day • N/A Bulky Item Collection • On-call bulky item collection • Customers must schedule pick-up by 5:00pm day before regular collection day • 5 items per pick-up, placed within 3 feet of curb • 3 pick-ups per year at no charge; additional pick-ups at rate set forth in agreement • On-call bulky item collection • Customers must schedule pick-up by 5:00pm day before regular collection day • 5 items per pick-up, placed within 3 feet of curb • 3 pick-ups per year at no charge; additional pick-ups at rate set forth in agreement • Bulky item collection provided at rates set forth in agreement • May not include over 1 CY material generated from C&D or remodeling activities Illegal Dumping • Pick up and dispose of bulky items left adjacent to public rights of way within 48 hours of notification from City • See Single Family • See Single Family June 9, 2020 Item #10 Page 23 of 286 Service Single-Family Multi-Family Commercial Buy-Back Center • Operate a CRV buy-back center at Palomar Transfer Station • Also accept e-waste, sharps, cell phones, and batteries at no charge for residential • Tuesday – Saturday; 8:00am – 4:00pm • Operate a CRV buy-back center at Palomar Transfer Station • Also accept e-waste, sharps, cell phones, and batteries at no charge for residential • Tuesday – Saturday; 8:00am – 4:00pm • Operate a CRV buy-back center at Palomar Transfer Station • Tuesday – Saturday; 8:00am – 4:00pm 2.2 Demographic Information The City of Carlsbad was incorporated in 1952 and is located in Northern San Diego County. The City serves a population of approximately 115,000, with approximately 47,000 single and multi-family housing units. The table below presents a summary of the demographic and housing data provided by the CA Department of Finance. Figure 4: Household Data Single Homes Two to Four Units Five Plus Mobile Homes 32,978 2,578 10,2444 1,280 Source: CA Department of Finance Table E-5 City/County Population and Housing Estimates 1/1/2019. Collection services for the Carlsbad Unified School District are excluded from the scope of both the existing and future franchise agreements. For more information about the City, please visit our website at www.CarlsbadCA.gov. 2.3 Current Tonnage and Account Data Figure 4, below, summarizes recent historical volumes of materials collected in the City, as reported by CWM. Figure 5, below, summarizes customer account data for FY 16-17 and FY 17-18, as reported by CWM. As stated in the beginning of this Section, the City believes this information to be reasonable, but does not warrant or accept responsibility for its accuracy. It is the responsibility of each proposer to undertake, at its sole cost, any verification of this information and development of any supplemental information necessary for it to submit a response to this RFP. June 9, 2020 Item #10 Page 24 of 286 Figure 5: Annual Materials Collected (Source: CWM Reports to City) 2017 2018 2019 Recyclable Materials (tons) Single-Family 12,015 11,561 12,233 Multi-Family / Commercial Total 5,649 6,057 6,680 Roll-Off 710 576 692 Organic Materials (tons) Single-Family 18,719 17,906 18,555 Holiday Trees (SFD + MFD) N/A N/A 25 Commercial 422 321 383 Roll-Off 3,638 3,276 3,461 Solid Waste (tons) Single-Family 25 ,533 26,185 26,467 Multi-Family / Commercial Total 39,513 39,224 39,642 Roll-Off 22,420 25,216 21,358 Additional Services C&D Roll-Off 6,379 6,249 3,846 White Goods 165 143 134 E-Waste 75 95 67 Figure 6: Accounts by Customer Type (Source: CWM Reports to City) 2017 2018 2019 Single-Family 30,114 30,323 30,631 Multi-Family 283 234 276 Commercial 1,510 1,300 1,468 2.4 Historical Operating Information Figures 7 and 8, below, summarize the number of collection vehicles and collection routes utilized by CWM for provision of service under the existing franchise agreement. As stated in the beginning of this Section, the City believes this information to be reasonable, but does not warrant or accept responsibility for its accuracy. It is the responsibility of each proposer to undertake, at its sole cost, any verification of this information necessary for it to submit a response to this RFP. June 9, 2020 Item #10 Page 25 of 286 Figure 7: Inventory of Collection Vehicles (Source: CWM Reports to City) Type of Vehicle Total Collection Vehicles Automated Side Loader 17 Front End Loader 16 Rear End Loader 0 Roll-Off 6 Flat Bed 1 Total 40 Figure 8: Days of Service (Source: CWM Reports to City) June 9, 2020 Item #10 Page 26 of 286 The residential collection days will remain the same for all customers at the beginning of the new Franchise Agreement, and may not be changed during the term of the new Franchise Agreement without prior City approval. 2.5 Billing Process Currently, both the City and CWM are responsible for a portion of the billing. The City provides billing services to all residential customers, for properties located within Carlsbad Municipal Water District boundary, on water bills, bi-monthly. CWM bills residential customers, located within the other two water districts in the city, commercials customers and any ancillary services on a monthly basis, in arrears. Both parties perform collection activities related to delinquent accounts with the City’s primary remedy being discontinuation of water service. CWM may discontinue service to delinquent accounts, may charge late fees, and may charge “re-start fee” to begin services again. The City is interested in the possibility of transferring the responsibility for billing to the successful proposer as part of this RFP process and is soliciting alternate proposals on that basis. Base proposals should assume the City continues performing billing services and an Alternative proposal shall be submitted with the incremental additional pricing for the proposer to perform the billing services. See the requirements provided in Franchise Agreement Section 4.8 for details on the billing requirements. 2.6 Current Rates and Rate Revenues The rates for collection services effective July 1, 2019 through June 30, 2020 are shown in Attachment 2 of this RFP and are subject to annual adjustment on July 1 each year. Prior to the effective date of the new Franchise Agreement and based on the negotiations resulting from this RFP, the City will approve Rates which will be effective July 1, 2022 through June 30, 2023. Figure 9 below provides the annual rate revenues resulting from the most recent five years of the current Franchise Agreement. Figure 9: Annual Rate Revenues (Source: CWM Reports to City) Residential (City Billed) Residential (CWM Billed) Commercial Roll-off TOTAL 2019 $5,540,700.88 $2,771,539 $11,109,669 $3,227,087 $22,648,996 2018 $5,383,608.03 $2,776,453 $10,044,866 $3,749,922 $21,954,849 2017 $5,248,994.70 $2,769,920 $9,584,379 $3,213,449 $20,816,743 2016 $5,140,561.60 $2,592,292 $9,015,642 $2,676,418 $19,424,914 2015 $5,049,394.61 $2,638,703 $8,638,342 $2,579,926 $18,906,366 {Remainder of page intentionally blank} June 9, 2020 Item #10 Page 27 of 286 SECTION 3: REQUESTED FRANCHISE SERVICES AND POLICIES This section provides a description of the collection and processing services solicited through this RFP. The City is requesting proposals for: 1. Collection Services: Collection of recyclable materials, organic materials (including Food Waste), and solid waste, and processing of recyclable materials (Collection Agreement) and other related services. The agreement will commence July 1, 2022 and continue for a period of ten (10) years. The collection services proposal shall include all required elements, as described in Section 5. AND/OR 2. Organics Processing Services: Processing of organic materials (Organics Processing Agreement) and other related services. The agreement will commence July 1, 2022 and continue for a period of ten (10) years. With respect to the proposal for collection services, the City is requesting that proposers submit a “Base Proposal” as well as “Alternative Proposals.” The technical and cost proposals for the Alternative Proposals will be evaluated and used by the City to determine if one or more of the alternative services will be included in the final scope of the new Franchise Agreement. The scope of services for the Base Proposal and Alternative Proposals are summarized in Sections 3.1 and 3.2, respectively. Proposers are required to submit a response for the Base Proposal and the Alternative Proposals identified as “required”. The Draft Franchise Agreement presents all of the contract terms and conditions including a complete description of the collection and processing services requested. It also describes Contractor’s compensation and rate-setting methods, dispute resolution, indemnification, insurance, performance assurances, defaults and remedy provisions, termination rights, performance standards and consequences for non-compliance, reporting obligations, and other provisions. If there are differences between the summary of collection and processing services described in this RFP and the Draft Franchise Agreement, the terms and conditions in the Draft Franchise Agreement shall prevail. 3.1 Scope of Services for Base Proposals The selected Contractor shall have the exclusive right to collect residential and commercial recyclable materials and organic materials, and commercial and residential solid waste, subject to the limitations described in Section 1.2 of the Draft Franchise Agreement. These exclusive rights are consistent with current practice. Under the terms of the Draft Franchise Agreement, the Contractor will be required to transport and deliver all solid waste collected in the City to Palomar Transfer Station. The Contractor will also be required to deliver all organic materials collected in the City to either the Palomar Transfer Station or another location, identified through this RFP process, for transfer and/or processing. For purposes of the RFP process, all proposers should assume delivery to the Palomar Transfer Station. The Contractor shall be responsible for collection, processing, and marketing of recyclable materials as described in the Draft Franchise Agreement. The Contractor may use its own processing site(s) or a subcontractor’s processing site(s). The Proposer to win the Organics Processing Agreement shall be June 9, 2020 Item #10 Page 28 of 286 responsible for the processing of all organic materials collected under the new Franchise Agreement. In order to improve customer service and convenience, improve contract management, increase diversion, and control costs, the City decided to make several minor modifications to the existing collection services, which are reflected in the Draft Franchise Agreement. Figures 13 through 15 summarize the base services for single-family, multi-family, and commercial customers and several other services. Additional service requirements are stated in the Draft Franchise Agreement. Each proposer shall develop its base proposal reflecting its plan to purchase new collection vehicles and containers as further described in Section 3.4. At proposer’s option, the proposer may submit an alternative (optional) proposal that relies on provision of used equipment for some or all equipment needs. Refer to Section 3.4 for more information. {Remainder of page intentionally blank} June 9, 2020 Item #10 Page 29 of 286 Figure 13: Single-Family Collection Base Services Service Current SFD Service Requested SFD Base Services Recyclable Materials • Weekly, curbside • Carts (35-, 64-, or 96-gallon) • Green body, blue lid • Customer may request up to two additional carts (of same size) at no charge • Weekly, curbside • Carts (32-, 64-, or 96-gallon) • Blue body, blue lid, city branding • Customer may request up to two additional carts (of same size) at no charge • Cardboard may be bundled rather than placed in the recyclable materials cart for collection Mixed Organic Materials (Three Container ) • Yard trimmings only • Weekly, curbside • Carts (35-, 64-, or 96-gallon) • Customer may request up to two additional carts (of same size) at no charge • Green body, green lid • Curbside Holiday tree collection, at no cost • All organic materials (Yard Trimmings, Food Scraps, Soiled Paper Products, Compostable Plastics, and Clean Wood) • Weekly, curbside • Carts (32-, 64-, or 96-gallon) • Green body, green lid, city branding • Customers may place organic materials in compostable plastic bags prior to placing in the organic materials container for collection • City approved Kitchen pails for food waste provided and delivered to all SFDs at start- up, and throughout the term upon request • Curbside Holiday tree collection, at no cost • Holiday Tree Drop-off at five (5) locations Source Separated Organics (Four Container) Yard Trimmings same as above, with source separated Food Waste as below: • Brown body, brown lid, city branding • Acceptable material: Food Scraps, Soiled Paper Products, Compostable Plastics, • Weekly, curbside • Carts (32-gallon, or smaller if available) Solid Waste • Weekly, curbside • Carts (35-, 64-, or 96-gallon) • Green body, gray lid • Customer may request additional carts; charged at an approved rate per cart per month • Temporary collection service upon customer request, using bins or roll-offs • Weekly, curbside • Carts (32-, 64-, or 96-gallon) • Gray lid, gray body, city branding • Customer may request additional carts; charged at an approved rate per cart per month • Temporary collection service upon customer request, using bins or roll-offs June 9, 2020 Item #10 Page 30 of 286 Service Current SFD Service Requested SFD Base Services Backyard or Sideyard • Backyard service provided to customers at an increased rate. • Backyard service provided to customers at an increased rate • Provided to disabled individuals at no additional cost • Include valet service for seniors Other • On-call bulky items collection (see below) • On-call e-waste collection (see below) • Cell phone and battery collection (see below) • On-call bulky items collection (see below) • On-call e-waste collection (see below) • Cell phone and battery collection (see below) • Conduct 2 public compost give-away events per year Household Hazardous Waste (HHW) • Sharps accepted at buy-back center or through containers placed at up to 3 locations at City facilities (replace container up to 10x per year) • 2 free pharmaceutical collection events per year • Curbside household battery and cell phone collection (sealed in clear plastic bag, on top of recyclable materials cart) • On-call e-waste collection; 3 pick-ups per year at no charge. Up to 5 items per pickup, within 3 feet of curb (additional pick-ups or oversize items accepted at buy-back center at no charge) • Sharps accepted at buy-back center or through containers placed at up to 3 locations at City facilities (replace container up to 10x per year) • 2 free pharmaceutical collection events per year in coordination with the city. • Curbside household battery and cell phone collection (sealed in a fluorescent plastic bag, on top of recyclable materials/solid waste cart) • On-call E-Waste collection; 3 pick-ups per year at no charge. Up to 5 items per pickup, within 3 feet of curb (additional pick-ups or oversize items accepted at buy-back center at no charge) • Collect used motor oil and filters and used cooking oil placed in a Contractor-provided Used Oil Recovery Kit; up to 1x per week on solid waste collection day June 9, 2020 Item #10 Page 31 of 286 Service Current SFD Service Requested SFD Base Services Bulky Item Collection • On-call bulky item collection • Customers must schedule pick-up by 5:00pm o day before regular collection day • 5 items per pick-up, placed within 3 feet of curb • 3 pick-ups per year at no charge; additional pick-ups at rate set forth in agreement • On-call bulky item collection • Contractor must provide service within 1 day of customer’s requested service date • 5 items per pick-up, placed within 3 feet of curb • 3 pick-ups per year at no charge; additional pick-ups at rate set forth in agreement • Must keep bulky items separate from solid waste • Contractor shall not dispose of materials that can be reused or recycled Illegal Dumping • Pick up and dispose of bulky items left adjacent to public rights of way within 48 hours of notification from City • Provide Container for City-conducted illegal dumping clean-up. Provide Container within 48 hours of notification from the City Homeless Encampments • Not currently included in service • Provide containers (bins/roll-off) for City performed clean-up events for homeless encampments upon request from the City Italics denote changes to existing services. Alternative services are not listed in this table; refer to Section 3.2. Figure 14: Multi-Family Collection Base Services Service Current MFD Service Requested MFD Base Services Recyclable Materials • At least 1x/week, as scheduled by customer • Collection location determined by Contractor • Bins (3- or 4- CY); 3-CY split bins; or carts (35-, 64-, or 96-gallon) • Containers may be shared between occupants • Size and frequency determined by customer and Contractor – must be at least two (2) 96- gallon carts per 25 MFD units • At least 1x/week, up to 6x/week, as scheduled by customer • Curbside or other customer-selected service location • Bins (1-,2-,3- , 4-, 5-, or 6-CY); Split bins (3- CY); or carts (32-, 64-, or 96-gallon) • Containers may be shared between occupants • Size and frequency determined by customer and Contractor – but must be at least two (2) 96-gallon carts per 25 MFD units June 9, 2020 Item #10 Page 32 of 286 Service Current MFD Service Requested MFD Base Services Organic Materials (Yard Trimmings, Food Scraps, Soiled Paper Products, and Clean Wood) • Yard trimmings only • At least weekly; as scheduled by customer • Bins (3 CY) or carts (96 gallon) • Voluntary subscription • Collection method options to be selected by customer, choices are similar to collection options for commercial solid waste • Holiday tree collection, at no cost (collection time and location mutually agreed upon by MFD property manager and Contractor) • All organic materials (Yard Trimmings, Food Scraps, Soiled Paper Products, Compostable Plastics, and Clean Wood) • At least 1x/week, up to 6x/week, as scheduled by customer • Curbside or other customer-selected service location • Bins (1-, 2-, 3-, or 4- CY) or Carts (32-, 64-, or 96-gallon) • Mandatory subscription/universal service • City approved Kitchen pails for food waste provided and delivered to all MFDs at start- up, and throughout the term upon request • Holiday tree collection, at no cost (collection time and location as mutually agreed to by MFD property manager and Contractor) Solid Waste • At least weekly; as scheduled by customer • Bins (2-, 3-, 4-, or 5-CY); split-bins (3 CY); or carts (35-, 64-, or 96-gallon) • Temporary collection service upon customer request, using bins or roll-offs • Bins may be shared • Special services (roll-out, locking containers, etc.) at rates set forth in agreement • Customized containers upon request at customer and Contractor agreed-upon rate • At least weekly; as scheduled by customer • Bins (1-,2-,3- , 4-, 5-, or 6-CY); Split bins (3- CY); or carts (32-, 64-, or 96-gallon) • Curbside or other customer-selected service location • Temporary collection service upon customer request, using bins or roll-offs • Bins may be shared • Special services (roll-out, locking containers, etc.) at rates set forth in agreement • Customized containers upon request at customer and Contractor agreed-upon rate June 9, 2020 Item #10 Page 33 of 286 Service Current MFD Service Requested MFD Base Services Other • Special services (roll-out, locking containers, etc.) upon customer request; at rates set forth in the agreement • Custom containers upon request; at a rate agreed upon by customer and Contractor • On-call bulky items collection (see below) • On-call e-waste collection (see below) • Materials accepted free of charge at buy- back center (see below) • Special services (roll-out, locking containers, etc.) upon customer request; at rates set forth in the agreement • Custom containers upon request; at a rate agreed upon by customer and Contractor • On-call bulky items collection (see below) • On-call e-waste collection (see below) • Conduct 2 public compost give-away events per year providing city approved composting equipment Backyard or Sideyard Service • Backyard service provided to customers at an increased rate • Backyard service provided to customers at an increased rate • Provided to disabled individuals at no additional cost • Include valet service for seniors Household Hazardous Waste (HHW) • Sharps accepted at buy-back center or through containers placed at up to 3 locations at City facilities (replace container up to 10x per year) • 2 free pharmaceutical collection events per year • Curbside household battery and cell phone collection (sealed in clear plastic bag, on top of recyclable materials cart) • On-call E-Waste collection; 3 pick-ups per year at no charge. Up to 5 items per pickup, within 3 feet of curb (additional pick-ups or oversize items accepted at buy-back center at no charge) • Sharps accepted at buy-back center or through containers placed at up to 3 locations at City facilities (replace container up to 10x per year) • 2 free pharmaceutical collection events per year • Curbside household battery and cell phone collection (sealed in fluorescent plastic storage bag, in a communal location arranged with the customer). cart) • On-call E-Waste collection; 3 pick-ups per year at no charge. Up to 5 items per pickup, within 3 feet of curb (additional pick-ups or oversize items accepted at buy-back center at no charge) June 9, 2020 Item #10 Page 34 of 286 Service Current MFD Service Requested MFD Base Services Bulky Item Collection • On-call bulky item collection • Customers must schedule pick-up by 5:00pm o day before regular collection day • 5 items per pick-up, placed within 3 feet of curb • 3 pick-ups per year at no charge; additional pick-ups at rate set forth in agreement • Prioritize reuse and recycling of salvageable or recyclable materials before disposal • On-call bulky item collection • Contractor must provide service within 1 day of customer’s requested service date • 5 items per pick-up, placed within 3 feet of curb • 3 pick-ups per year at no charge; additional pick-ups at rate set forth in agreement • Must keep bulky items separate from solid waste • Contractor shall only dispose of materials that cannot be reused or recycled Illegal Dumping • Pick up and dispose of bulky items left adjacent to public rights of way within 48 hours of notification from City • Provide Container for City-conducted illegal dumping clean-up. Provide Container within 48 hours of notification from the City. Homeless Encampments • Not currently included in service • Provide clean-up service for homeless encampments upon request from the City Italics denote changes to existing services. Alternative services are not listed in this table; refer to Section 3.2. Figure 15: Commercial Collection Base Services Service Current Commercial Service Requested Commercial Base Services Recyclable Materials • At least 1x/week; as scheduled by customer • Collection location determined by Contractor • Bins (3- or 4-CY), Split-bins (3CY), or carts (35-, 64- 96- gallon) • At least 1x/week, up to 6x/week, as scheduled by customer • Curbside or other Customer-selected service location • Carts (35-, 64-, and 96-gallon Carts; Bins (1-, 2-, 3-, 4-, 5-, and 6- CY); Split-Bins (3-CY); Bin Compactors (2-, 3-, and 4- CY); and, roll-offs (7-, 20-, 30-, and 40- CY) June 9, 2020 Item #10 Page 35 of 286 Service Current Commercial Service Requested Commercial Base Services Organic Materials • Yard trimmings only • At least 1x/week; as scheduled by customer • Bins (3 CY) or carts (96 gallon) • Voluntary subscription • Collection method options to be selected by customer, choices are similar to collection options for commercial solid waste • All organic materials (Yard Trimmings, Food Scraps, Soiled Paper Products, Compostable Plastics, and Clean Wood) • At least 1x/week, up to 6x/week; as scheduled by customer • Curbside or other customer-selected service location • Mandatory subscription/universal service • Carts (35-, 64-, and 96-gallon); Bins (1-, 1.5-, and 2-CY); or, Customer-owned Compactors Solid Waste • At least 1x/week; as scheduled by customer • Bins (3-, 4-, or 5-CY), split bins (3-CY), compactors, or roll-off boxes; or carts, if approved, (35-, 64-, and 96-gallon carts - at least 1x per week; no more than 2 carts per premises per week) • Permanent roll-off/compactor of 10-, 20-, or 40-CY. Customer purchase or lease through Contractor or other vendor • May share bins between adjacent commercial customers, if approved • Temporary collection service upon customer request, using bins or roll-offs. • At least 1x/week, up to 3x /week; as scheduled by customer • Curbside or other customer-selected service location • Carts (35-, 64-, or 96-gallon) carts; bins (1-, 2-, 3-, 4-, 5-, and 6-CY); split-bins (3-CY); bin compactors (2-, 3-, and 4- CY), and roll-offs (7-, 20-, 30-, and 40- CY); or customer owned compactors • May share bins between adjacent commercial customers, if approved • Temporary collection service upon customer request, using bins or roll-offs. Backyard or Sideyard Service • Provided to customers at an increased rate • Provided to customers at an increased rate Other • Special services (roll-out, locking containers, etc.) upon customer request; at rates set forth in the agreement • Custom containers upon request; at a rate agreed upon by customer and Contractor • 3CY C&D bin available • See below for “other” services • Special services (roll-out, locking containers, etc.) upon customer request; at rates set forth in the agreement • Custom containers upon request; at a rate agreed upon by customer and Contractor • 3 CY C&D bin available; customers with C&D bin must also have a solid waste container • See below for “other” services June 9, 2020 Item #10 Page 36 of 286 Service Current Commercial Service Requested Commercial Base Services Bulky-Item Collection • Bulky item pick-up provided at rates set forth in agreement • May not include over 1 CY material generated from C&D or remodeling activities • Prioritize reuse and recycling of salvageable or recyclable materials before disposal • Bulky item pick-up provided at rates set forth in agreement • May not include over 1 CY material generated from C&D or remodeling activities • Must keep bulky items separate from solid waste • Contractor shall only dispose of materials that cannot be reused or recycled Illegal Dumping • Pick up and dispose of bulky items left adjacent to public rights of way within 48 hours of notification from City • Provide containers for City-conducted illegal dumping clean-up. Respond and provide containers within 48 hours of notification from the City Included Services for City Facilities (provided at no charge to the City) • Recyclables, solid waste, and organics(yard trimmings) • Both temporary and scheduled services. At least weekly, and as frequently as scheduled by the City • Carts, bins, compactors, or roll- off • City may change service level and number of facilities without additional compensation • Provide containers and collection at City-sponsored projects and events • Recyclables, solid waste, and organics (all organic materials Yard Trimmings, Food Scraps, Soiled Paper Products, Compostable Plastics, and Clean Wood) • Both temporary and scheduled services. At least weekly, and as frequently as scheduled by the City • Carts, bins, compactors, or roll-off • List of facilities receiving service, container types and sizes, and frequency specified in agreement • City may change service level and number of facilities without additional compensation • Provide containers and collection at City-sponsored projects and events • Provide bulk compost and mulch for the city and conduct compost give-away events Italics denote changes to existing services. Alternative services are not listed in this table; refer to Section 3.2. 3.2 Scope of Services for Alternative Proposals The City wants to evaluate the potential benefits and cost efficacy of several alternative services to determine if they will be included in the scope of services for the future Contractor to implement. For this reason, the proposer is required to consider each of the new services identified as “Required” separately and present its approach to providing the service and incremental costs (or savings). In addition, the City is interested in other innovative and/or cost saving approaches to providing the requested services. Proposers are invited to provide incremental cost and operating information for the services identified as “Optional”. The alternative services include the following: 1. SB 1383 Compliant Mandatory 3-Stream Collection for All Sectors (Required) 2. Organic Materials Processing (Required; Collection Services Proposal Not Required) June 9, 2020 Item #10 Page 37 of 286 3. Extra Cardboard Collection (Required) 4. Single-Family Food Pails (Required) 5. Multi-Family Move-in Kits (Required) 6. Used Motor Oil & Filter + Used Cooking Oil Collection (Required) 7. Provide Containers for City Illegal Dumping Clean-ups (Required) 8. Bulk Compost and Mulch (Required) 9. Compost Give-Aways (Required) 10. Large Event & Venue Services (Required) 11. Prohibited Container Contaminant Monitoring (Required) 12. SB 1383 Compliant 4-Stream Collection (Required) 13. Other Service Enhancements and Innovations (Optional for either proposal) Each service is generally described below, and described in more detail in the relevant section of the Draft Franchise. 3.2.1 SB 1383 Compliant Mandatory 3-Stream Collection for All Sectors (Required) Under the existing franchise agreement, not all customers are required to subscribe to source-separated recyclable materials or source-separated organic materials collection service. Proposers are required to provide cost and operating proposal information for a service scenario which extends source-separated recyclable materials, source-separated organic materials, and solid waste collection to all single-family, multi-family, and commercial customers. This alternative is intended to comply with the programmatic requirements of SB 1383 and each proposer shall, by submittal of their proposal, be responsible for ensuring that all requirements of SB 1383 are met by the proposed programs, other than the City’s obligation to provide enforcement. Under this scenario, each and every customer (single-family, townhouse, multi-family, commercial, and City facilities) would be required to source-separate their discards into three categories: recyclable materials, organic materials, and solid waste, and would be required to subscribe to an adequate level of service for each material type. The Contractor would be required to fully extend collection services for each of these three material types to all single-family, multi-family, and commercial City facility customers upon the effectiveness of the new Collection Agreement. Commercial customers may be eligible to apply for exemptions to this requirement upon qualification for one of the SB 1383 approved exemptions (i.e. space constraints or de minimis generation), however the Contractor shall be responsible for managing, monitoring, and validating such exemptions and reporting them to the City regularly. During program start-up, the Contractor would be required to conduct preliminary outreach to all commercial and multi-family solid waste customers, to determine their requested recyclable materials, organic materials, and solid waste container sizes and collection frequencies. The Contractor would then automatically deliver recyclable materials and organic materials containers to each and every customer (including townhouses, commercial and multi-family) at the same time that the Contractor delivers solid June 9, 2020 Item #10 Page 38 of 286 waste containers, unless that customer was exempted from one or more of those services by the City, or has demonstrated to the City that they will divert those materials through subscription with another City- approved hauler, or other approved method. The Contractor shall also be responsible for performing all container contamination monitoring, service level tracking, education, outreach, recordkeeping, and reporting in order to assist the City in fulfilling the jurisdictional and programmatic requirements of SB 1383. 3.2.2 Organic Materials Processing (Required; Collection Proposal Not Required) In order to achieve the goals of AB 1826 and SB 1383, the City intends to contract for organic materials processing services related to the material collected under the Collection Agreement. The City intends to collect a commingled stream of yard trimmings and food scraps (including food soiled paper) from residents and businesses. That stream shall be delivered to the selected Organics Processing Agreement contractor directly from the route or through the Palomar Transfer Station. Proposers may choose to propose to provide only processing services for organics materials. Under this alternative, the processing-only proposer would not be required to submit a base proposal or the required alternative described in Sections 3.2.1. Processing only proposers would only need to complete cost proposal Form 1, and Form 7. Processing only proposers shall submit a complete proposal, except that the technical proposal shall be limited to the elements described in Section 5.5.3. All proposers wishing to provide collection services must include both collection and processing services in their proposals, and must submit a base proposal and the required alternative proposals. Proposers who submit integrated collection and processing proposals are not required to submit a separate “processing only” proposal in order to have their processing facility considered even if they are not awarded collection services. The City reserves the right to combine processing services proposed by one proposer with collection services proposed by another proposer, at the proposed cost and rates. The City may, for example, select one proposer for collection services and require the selected collection Contractor to utilize an organics processing contractor who submitted an organics processing only proposal. The City may also choose to select collection services from one integrated proposal and processing services from a different integrated proposal. Pricing submitted for processing services (either as part of a stand-alone or an integrated proposal) may not be contingent upon which proposer is selected as the collector. Proposers may not submit an integrated proposal and a stand-alone processing proposal with different pricing for the same processing services. The City reserves the right to request separate final proposed pricing for transport services, based on the available processing options and/or selected collection service options, prior to final selection and contract award. 3.2.3 Extra Cardboard Collection (Required) With the increased amount of cardboard in single-family and multi-family dwellings, the City is interested in providing options for Customers to recycle excess volumes of cardboard in residential settings where breaking that cardboard down to fit in a recycling cart may not be practical. This program is described in the “Additional Services” portion of the Single Family Recyclable Materials Services (Draft Franchise Exhibit B1, Section 1). June 9, 2020 Item #10 Page 39 of 286 3.2.4 Single-Family Food Pails (Required) As the City and selected Contractor implement residential food scraps recycling, the City is interested in providing support to make the program more convenient to Customers. Other communities have distributed food scrap pails to residents for this purpose. This requirement is described in the “Other Requirements” portion of the Single-Family Organic Materials Services (Draft Franchise Exhibit B1, Section 2) and Multi-Family Organic Materials Services (Draft Franchise Exhibit B2, Section 2). 3.2.5 Multi-Family Move-in Kits (Required) One of the City’s and Contractor’s most significant challenges under the new Agreement will be to make multi-family recycling and organics services successful, despite the many challenges that exist in that sector. One successful tool in other agencies has been the use of a “multi-family move in kit" (defined in Draft Franchise Exhibit A) that introduces new multi-family tenants to how to recycle at their new property and provides them with tools that improve convenience. The “multi-family move in kits” are described in more detail in Draft Franchise Exhibit C, Section 4. 3.2.6 Used Motor Oil and Filter & Used Cooking Oil Collection (Required) The City wishes to provide an environmentally friendly and convenient option for residents to dispose of motor and cooking oils that they may generate through normal residential activities. These oils are dangerous to the storm drainage and sewer systems and the City is interested in reducing their negative impacts through this program. Customers would be provided with used oil recovery kits (defined in Exhibit A) and the contractor would provide collection curbside, as needed by customers’, on the customers’ normal service day. The requirements of this program are described in Draft Franchise Exhibit B1, Section 4. 3.2.7 Containers for City Illegal Dumping Clean-ups (Required) The City periodically performs targeted clean-up efforts with City crews or volunteers removing litter, illegal dumping, homeless encampment debris, or other materials from public spaces. These clean-ups often require the donation of bins or roll-off boxes to facilitate removal of waste from the events. As described in Draft Franchise Exhibit B5, the City is interested in having the successful contractor donate the containers needed for up to five (5) such clean-up events per year. 3.2.8 Bulk Compost & Mulch (Required) SB 1383 requires that the City procure a specified quantity of recovered organic products (meeting the applicable guidelines for “California Recovered” as described in SB 1383). It is possible that the City may need to receive and use or distribute significant quantities of compost or mulch to meet this procurement requirement if other means (e.g. RNG, electricity, etc.) are not feasible. As such, the City wishes to have the successful contractor provide a bulk compost and/or mulch give-back program totaling 2,000 yards of materials for use or give-away by the City. This program is described in Draft Franchise Exhibit B4, Section 5.A-B. June 9, 2020 Item #10 Page 40 of 286 3.2.9 Compost Give-Away (Required) In addition to or, perhaps, in place of the bulk compost/mulch program described above, the City may be interested in working with the successful contractor to perform community events to give-away retail quantities of compost or mulch that assists in meeting the SB 1383 procurement requirement. In addition, the give-back program with the community may reinforce the “closed loop” messaging supporting the organics program. This program is described in Draft Franchise Exhibit B4, Section 5.C. 3.2.10 Large Event and Venue Services (Required) The City is interested in implementing recycling and organics services in public spaces, to support the overall program implementation and to “walk the talk” at City events. This is consistent with the approach adopted in the City’s Sustainable Materials Management Plan, where the City’s environmental leadership is one of the early implementation items. The City is interested in having the successful contractor support specified City events and venues with enhanced materials management services. This program is described in full in Draft Franchise Section 4.5 for the events listed in Exhibit B5. 3.2.11 Prohibited Container Contaminant Monitoring (Required) SB 1383 requires the City to implement a process for monitoring and managing the contamination levels of the various services provided to generators. The City is interested in having the selected contractor take the primary responsibility for performing, documenting, and educating customers about contamination in a manner that both complies with SB 1383 and improves the overall success of the recycling and organics programs in the City. This program and its minimum requirements are presented in Draft Franchise Section 4.12. 3.2.12 SB 1383 Compliant 4-Stream Collection (Required) Proposers must present their approach to a four stream collection system (Recyclable Materials, Yard Trimmings, Source Separated Food Waste, and Solid Waste), as noted in the Draft Franchise Agreement. This alternative is intended to provide options for a collection system in the event that the City must separately process food waste from yard trimmings. The proposed program must comply with the programmatic requirements of SB 1383. 3.2.13 Other Service Enhancements and Innovations (Optional) Proposers are also invited to submit one or more proposals for additional service enhancements, innovations, or cost-saving approaches. Such alternatives may include collection methods, equipment requirements, customer service approaches, or other changes from the City-requested specifications that the Contractor believes achieve the goals of the RFP, maintain regulatory compliance, and deliver cost- effective services to the City. June 9, 2020 Item #10 Page 41 of 286 3.3 Labor Policy 3.3.1 Employee Retention The City is aware of AB 1669 regarding bidding preferences for companies proposing to hire the displaced employees of the previous Contractor. As described in this Section 3.3.1, the City will be requiring all proposers to make such offers of employment. Therefore, no preference will be awarded based on this condition. The City is seeking the following employment conditions for the selected Contractor: 1. The City’s future Contractor shall offer employment under the new Franchise Agreement to existing employees working under the current franchise agreement who become unemployed by reason of the change in Contractors. However, the future Contractor shall not be obligated to offer employment to more existing employees than the future Contractor needs to perform the services required under the new Franchise Agreement and the Contractor shall not be obligated to offer employment to existing employees that are not working prior to the commencement date due to a leave of absence related to disability or workers’ compensation claim. Additionally, the Contractor shall not be obligated to displace any of its current employees or modify its current job performance requirements or employee selection standards. Additional employees, if needed, shall be obtained pursuant to procedures currently in effect under the collective bargaining agreement with the current solid waste collection Contractor. This requirement, however, shall not be applicable to management or supervisory personnel. 2. Wages and benefits applicable to employees performing work under the new Franchise Agreement shall be commensurate with current compensation or in accordance with existing agreements with represented labor groups. 3. The Contractor may enter into agreement(s) with subcontractors to provide services covered in the Draft Franchise Agreement subject to the prior written consent of the City as stated in Section 3.3 of the Draft Franchise Agreement. Subcontractors shall be required to comply with the obligations stated in paragraphs (1) and (2), above. 4. Labor agreements must be included as attachments to the Draft Franchise Agreement and future modification shall be submitted to the City. 3.3.2 Labor Peace The health and safety considerations involved in a possible interruption in the collection and processing services requested through this RFP emphasize the importance of labor peace during the term of the contract award. Accordingly all proposals submitted in response to this RFP shall include agreement that the proposer will remain entirely neutral in the event that a question of employee representation arises during the term of the Franchise Agreement. Notwithstanding the provisions of AB 1669, the Contractor may enter into agreement(s) with subcontractors to provide services covered in the Draft Franchise Agreement subject to the prior written consent of the City as stated in Section 3.3 of the Draft Franchise Agreement. Subcontractors shall be June 9, 2020 Item #10 Page 42 of 286 required to comply with the obligations of this Section 3.3. Labor agreements must be included as attachments to the Draft Franchise Agreement and future modification shall be submitted to the City. 3.4 Collection Vehicles and Containers At a minimum, collection vehicles shall meet the most recent State of California Air Resources Control Board regulations for “Diesel Particulate Matter Control Measure for On-Road Heavy-Duty Residential and Commercial Solid Waste Collection Vehicle Diesel Engines.” In developing a proposal and associated costs, proposers shall assume that collection vehicles will need to comply with all applicable emissions standards and laws not only at commencement of the agreement but also throughout the term of the Franchise Agreement. Proposers will be required to submit a Vehicle Air Emissions Plan per Section 5.5.12 of the RFP. The City’s strong preference is to utilize a fleet that allows the City to comply with the SB 1383 requirements for recovered organic product procurement through RNG vehicle fuels. Contractor shall identify whether such credits can be made available to the City through this process and the amount of credits/fuel usage associated with this contract. The selected Contractor will be required to provide all new collection vehicles and containers. Proposers shall assume an average vehicle and container life of ten or more years and plan to depreciate vehicles and containers over a 10-year period for the purposes of determining depreciation and interest expenses. At the end of the new Franchise Agreement, the Contractor will need to assume responsibility for any remaining book value of the equipment and turn ownership of containers over to the City (at City’s sole option, noting that the City will not be obligated to assume ownership of such containers). 3.5 Corporation Yard The City requires that all proposers identify a site or potential sites to be used for staging equipment and personnel, and performing equipment maintenance. The City is not requiring that such site(s) be located within the City limits. 3.6 Subcontractors The future Contractor may enter into agreements with subcontractors to provide services requested in the RFP subject to the prior written consent of the City. All insurance documents must be reviewed and approved by the City’s Risk Manager prior to City acceptance. Subcontractor arrangements are to be disclosed in the proposal. Agreements with the subcontractor(s) must meet the requirements of the level and type of insurance specified in Article 9 of the Draft Franchise Agreement. 3.7 Municipal Code Revisions The changes to the existing collection arrangements proposed by the City may require revisions to the City’s Municipal Code. It is anticipated that the Code will be revised prior to the effective date of the new Franchise Agreement. 3.8 Reimbursement of Procurement Costs The selected proposer will reimburse City for the City’s procurement-related expenses (including, but not limited to, staff time, legal costs, and consulting fees). The reimbursement payment will be made by the selected proposer within five (5) days of the execution date of the new Franchise Agreement. The June 9, 2020 Item #10 Page 43 of 286 reimbursement expense of $300,000 shall be paid by the Contractor and may not be recovered through its annual compensation under any agreement awarded in response to this RFP. June 9, 2020 Item #10 Page 44 of 286 SECTION 4: RFP CONDITIONS AND PROPOSAL SUBMITTAL 4.1 Rights Reserved by the City The City reserves the right, in its sole discretion, to pursue any or all of the following actions in regard to this RFP process: • Issue addenda and amend the RFP and Draft Franchise Agreement; • Request additional information and/or clarification from proposers; • Extend the deadline for submitting proposals; • Allow for the timely correction of errors and waive minor deviations; • Withdraw this RFP; • Reject proposals that do not fully comply with the requirements detailed in this RFP, its attachments, addenda, or clarifications; • Reject incomplete proposals; proposals containing errors, inconsistencies, false, inaccurate or misleading information; proposals submitted after the deadline; and/or, proposals with other process or content errors or deficiencies; • Reject a proposal if it is not in the best interest of the City and its residents and businesses; • Award the new Franchise Agreement to a proposer based on a combination of its qualitative and quantitative attributes; • Award the new Franchise Agreement to a proposer without further discussion or negotiation; • Negotiate changes in the services proposed and/or described in the RFP or to incorporate programs proposed by others; and negotiate changes to the Draft Franchise Agreement; • Combine processing services proposed by one proposer with collection services proposed by another proposer, at the proposed rates; • Negotiate with the selected Contractor for a later commencement date; • Issue subsequent RFP(s) for the same, similar, or related services at a later date; • Amend the City Municipal Code; and, • Take any other actions the City deems are in the best interest of the City, its residents, and/or businesses. 4.2 Conflict of Interest & Prohibited Contracts No person performing services for the City, in connection with the establishment of any agreements or any projects resulting from this solicitation, shall have a financial or other personal interest other than employment or retention by the City, in any contract or subcontract in connection with this solicitation or any resulting project. No officer or employee of such person retained by the City shall have any financial June 9, 2020 Item #10 Page 45 of 286 or other personal interest in any real property acquired for this list or resulting project, unless such interest is openly disclosed upon the public records of the City and such officer, employee, or person has not participated in the acquisition of such property for or on behalf of the City. The City shall not contract with, and shall reject any proposal submitted by the persons or entities specified below, unless the City Council finds that Special Circumstances exist which justify the approval of such a contract. • Persons employed by the City or public agencies for which the City Council are the governing body; • Profit-making firms or businesses in which employees described in this solicitation serve as officers, principals, partners or major shareholders; • Persons who, within the immediately preceding twelve (12) months, came within the provisions this solicitation and who (1) were employed in positions of substantial responsibility in the area of service to be performed by the contract, or (2) participated in any way in developing the contract or its service specifications; • Profit-making firms or businesses in which the former employees described in this solicitation serve as officers, principals, partners or major shareholders; and • Person who currently serve on a city Board or Commission per CMC 2.15.030. By submitting a proposal for any services identified herein, Proposer is certifying that the proposer firm has complied with the above provisions, and that any ensuing contract will be valid. 4.3 General RFP Agreements This RFP shall not be construed by any party as an agreement of any kind between the City, Contractor(s), and other parties. This RFP does not obligate the City to accept any proposal, negotiate with any proposer, award a franchise agreement, or proceed with the development of any project or service described in response to this RFP. The City has no intention or obligation to compensate any proposer for its expense of preparing its proposal and participating in this procurement process. Submission of a proposal shall constitute acknowledgment and acceptance of all the terms and conditions contained in this RFP and Draft Franchise Agreement, including all addenda or amendments issued by the City per the schedule provided in this RFP with the exception that proposers may take exceptions to the RFP and Draft Franchise Agreement in accordance with Section 5.8 of this RFP. Submittal of a proposal signifies proposer’s commitment to provide the proposed services, if selected. Contractor shall be bound by the proposal they submitted. Proposals may not be altered after submittal, except in response to the City’s request for clarification. In addition, all aspects, conditions, and components of proposals submitted shall be valid for one year from the date of submission. The City shall have the right (but not the obligation) to perform a review of any one, or each, proposer's ability to perform the work required. Each proposer must agree to cooperate with such a review, as a failure to do so may result in the immediate disqualification of the Proposal(s) submitted by Contractor Such cooperation by proposer shall apply to the verification of the proposer's capability and experience June 9, 2020 Item #10 Page 46 of 286 in the provision of services and any other component of work that may be required under this procurement. The City may conduct reference checks on proposers that involve contacting municipalities currently or previously served by proposer, as well as contacting regulatory agencies involved in oversight of proposers’ facilities. In addition, the City or its consultants may research proposers’ past performance by reviewing litigation history, regulatory actions, highway driving records, and recycling history. The proposer’s submission of a proposal shall constitute an agreement to cooperate with the City’s review. The City will only enter into Agreements which will enable the City to comply with all applicable State mandates including, but not limited to: AB 939, AB 341, AB 1826, and SB 1383. 4.4 Proposal Submittal Process Companies submitting proposals to the City shall follow the procedures described in this Section 4.4 and the procedures included in subsequent clarifications or addendums to this RFP, which are issued by the City or its consultant. 4.4.1 Step One – Register for Correspondence, RFP, and Announcements PROPOSERS MUST BE PRE-REGISTERED with the City’s bidding system (https://www.carlsbadca.gov/services/depts/finance/contracting/default.asp) and possess a system-assigned Digital ID in order to submit and electronic proposal. After using the link above, all proposers will be able to register as a “new vendor” through the PlanetBids link on the City’s website. Proposer must request that it be placed on the RFP Distribution List in order to receive the link to the RFP Web Page, future correspondence, and announcements related to this RFP. The deadline for submitting a request to be included in this RFP process is July 3, 2020 (provided that the party attended the mandatory pre-proposal meeting described in Section 4.4.3). Proposers that fail to register by the specified deadline shall be excluded from this RFP process. Proposer must email said request to: SustainableMaterialsManagement@CarlsbadCA.gov The final RFP Distribution List will include all persons who attend the pre-proposal meeting, and those requesting to be added to the RFP Distribution List, pursuant to this Section 4.4.1. 4.4.2 Step Two – Submission of Written Questions The City directs proposers to submit all questions and requests for information in writing directly to its dedicated email address, and refrain from contacting City employees or elected officials directly. Therefore, any questions, requests for clarification, or requests for additional information regarding this RFP must be submitted in writing via email to SustainableMaterialsManagement@CarlsbadCA.gov. Questions submitted on or before 3:00 p.m., June 23, 2020 will be addressed at the pre-proposal meeting. Proposers may submit additional questions on or before 5:00 p.m., July 3, 2020. The City will respond to all written questions and requests for clarifications submitted by proposers by July 24, 2020. Such response will be in writing and made available via the City’s RFP Web Page, with notification to the RFP Distribution List. June 9, 2020 Item #10 Page 47 of 286 4.4.3 Step Three – Mandatory Pre-Proposal Meeting The mandatory pre-proposal meeting will be held at 1:00 p.m., on June 30, 2020. Attendance at this meeting is mandatory. The City may, but is not obligated to, reject proposals received from proposers that do not attend the pre-proposal meeting. Proposers are encouraged to submit questions in advance of the meeting (in accordance with Section 4.4.2) or prepare and pose questions at the pre-proposal meeting. Preliminary oral responses to questions will be provided at the discretion of City staff at the pre- proposal meeting. Written responses to questions will be provided to all eligible proposers (those companies that registered pursuant to Step One and attended the pre-proposal meeting). In the event of any inconsistencies between oral responses provided at the pre-proposal meeting and written responses subsequently issued, the written responses must be used by proposers for the purpose of preparing proposals. 4.4.4 Step Four – Proposal Submittal By submitting a proposal, all Proposers agree to, and certify under penalty of perjury, under the laws of the State of California, that the certification, forms, and affidavits submitted as part of this proposal are true and correct. In order for a Proposal to be deemed complete, proposers must submit the following: 1. Six (6) bound double-sided copies of the complete proposal. Proposals must be printed on 8½ inch by 11 inch 100% post-consumer recycled content paper. 2. A flash drive, computer disk, or other generally accepted electronic storage device containing: i. A PDF of the technical proposal; ii. A copy of all completed cost proposal forms (i.e., those provided in Attachment 3 of the RFP) formatted for the PC version of Microsoft Excel; and, iii. A copy of the Draft Franchise Agreement in track-changes mode formatted for the PC version of Microsoft Word. 3. The complete Proposal packet (as identified in Section 4.4.4(2)), in an electronic format through the City of Carlsbad’s electronic bidding (eBidding) site at City of Carlsbad - Contracting & Purchasing (Note: You will find a link to PlanetBids). The system will not accept a proposal for which any required information is missing. i. The City’s proposal/electronic bidding (eBidding) system will automatically track information submitted to the site including IP addresses. In addition, the City’s bidding system will keep a history of every login instance including the time of login, and other information about the user's computer configuration. Proposers who disable their browsers’ cookies will not be able to log in and use the City’s bidding system. June 9, 2020 Item #10 Page 48 of 286 ii. Important Note: Submission of the electronic proposal into the system may not be instantaneous. Due to the speed and capabilities of the user’s internet service provider (ISP), bandwidth, computer hardware and other variables, it may take time for the proposer’s submission to upload and be received by the City’s eBidding system. It is the proposer’s sole responsibility to ensure their proposals are received on time by the City’s eBidding system. The City of Carlsbad is not responsible for proposals that do not arrive by the Due Date and Time. All pages shall be consecutively numbered; although, each section may start with a new page number if proceeded with the section number (e.g., Page 2-1 for the first page of Section 2). The package shall be clearly labeled: PROPOSAL FOR CARLSBAD COLLECTION AND PROCESSING SERVICES Name of Proposer: Address: Contact Person: Telephone Number: E-mail: The proposal may be mailed or hand delivered to: City of Carlsbad Attn: Environmental Manager, Public Works 1635 Faraday Ave Carlsbad, CA 92008 All proposals must be received by 3:00 p.m. on September 10, 2020. All proposals shall remain sealed until due date and time, and Proposals may be withdrawn by the proposer prior to but not after such time. Proposals received after this time and date may be rejected. Postmarks will not be accepted as proof of receipt. Once the deadline is reached, no further submissions are accepted into the system. Upon receipt by the City, proposals shall become public records subject to public disclosure. It is the responsibility of the Proposer to clearly identify any confidential, proprietary, trade secret or otherwise legally privileged information contained within the proposal’s (general references to sections of the California Public Records Act (PRA) will not suffice). If the Proposer does not provide applicable case law that clearly establishes that the requested information is exempt from the disclosure requirements of the PRA, the City shall be free to release the information when required in accordance with the PRA, pursuant to any other applicable law, or by order of any court or government agency, and the Proposer agrees to hold the City harmless for any such release of this information. Once the Due Date and Time has passed, proposers, the general public, and City staff are able to immediately see the results on line. City staff may then begin reviewing the submissions for responsiveness, compliance and other issues. Each proposal must be accompanied by surety made payable to the City of Carlsbad in the amount of $25,000 and in the form of a certified check, cashier’s check, or bid bond. The surety shall be submitted with the proposal in a separate, clearly labeled envelope. The purpose of the surety is to guarantee that June 9, 2020 Item #10 Page 49 of 286 the successful Contractor will execute a new Franchise Agreement with the City. If the selected Contractor does not execute the new Franchise Agreement within 30 calendar days after receiving notice of the award of new Franchise Agreement, the City may keep the surety to offset the potential cost associated with identification of an alternate service provider and schedule delays and has the right to pursue additional and reasonable costs incurred by the City in this event. Checks and bonds will be returned to all proposers no later than 10 calendar days after the City has executed the new Franchise Agreement with the successful Contractor. 4.4.5 Step Five – Clarification of Proposal Information Proposer may be asked to clarify information through written or verbal communications, or during site visits of each proposer’s offices; customer service center; corporation yard and maintenance facilities; and, transfer and processing facilities. This clarification process may involve requesting that the proposer demonstrates how financial, customer service, and management information systems can provide reports required by the Draft Franchise Agreement. The clarification process may be performed by City staff and/or their consultants. 4.4.6 Step Four – Proposer Interviews & Negotiations One or more proposers are likely to be invited to meet with City staff and its consultant in September 2020. The purpose of these meetings is to: 1) receive a presentation of the proposals; and, 2) engage in preliminary negotiations on any exceptions taken to the terms of the Draft Franchise Agreement. The City reserves the right to incorporate any written clarifications, presentations, or other supporting documentation into the Draft Franchise Agreement as a material element of the Draft Franchise Agreement. Time is of the essence in the procurement of these services; therefore, the negotiations will be limited to those items identified in the company’s proposal as exceptions to the Draft Franchise Agreement. Each proposer is required to submit a redline/strikeout version of the Draft Franchise Agreement, in Microsoft Word format, noting any deletions of franchise language or requirements as well as all proposed replacement or new language. The City will not discuss any changes to the Draft Franchise Agreement that are not clearly presented in the proposal. The City expects that the selected proposer(s) will make themselves available promptly to start the negotiations process and will negotiate expeditiously and in good faith to ensure a prompt resolution to the process. The City may choose to negotiate final agreements with more than one proposer in order to bring final, proposer-executed, agreements to the City Council for their approval. The determination to negotiate agreements prior to consideration by the City Council will be at the sole discretion of the City’s staff and consultant. 4.4.7 Step Five – Contractor Selection City staff and its consultant will present the results of the RFP and negotiations process to the City Council for their consideration. The City Council may, in their sole discretion: 1. Award a contract to the recommended proposer; 2. Award a contract to a proposer other than the recommended proposer; June 9, 2020 Item #10 Page 50 of 286 3. Direct staff and the recommended proposer to negotiate further; 4. Direct staff to negotiate with additional or replacement proposers; 5. Cancel and/or restart this process; or, 6. Take any other action they deem in the best interest of the City. June 9, 2020 Item #10 Page 51 of 286 SECTION 5: PROPOSAL SUBMITTAL REQUIREMENTS Section 5 includes the required proposal outline and a description of the specific information proposers must include. Failure to provide all the required information may be grounds for rejection of a proposal. 5.1 Proposal Outline Proposer shall present its proposals in accordance with the outline provided in Figure 16. Items that are not required elements of the proposal are noted as “Optional.” At proposer’s option, the proposer may include additional information or data on other relevant topics or more detail on the information requested herein that is relevant to the proposal. Any additional information shall be included as attachments to the proposal. Figure 16: Proposal Outline i. Title Page ii. Cover Letter iii. Table of Contents ES Executive Summary 1. Company Description A. Business Structure B. Collection Experience C. Service Initiation Experience D. Key Personnel E. Labor Agreements and Wages F. Past Performance Record G. Financial Information 2. Technical Proposal for Base Proposal A. Collection B. Recyclable Materials Processing C. Organic Materials Processing D. Solid Waste Transfer (if proposed) E. Bulky Item Collection F. Multi-Family/Commercial Recycling Technical Assistance G. Customer Service H. Billing I. Public Education and Outreach Plan J. Implementation Plan K. Other Required Plans L. Subcontractors June 9, 2020 Item #10 Page 52 of 286 M. Existing Management and Customer Service Systems N. Corporation Yard and Maintenance Facilities 3. Technical Proposal for Alternative Services A. Mandatory 3-Stream Collection for All Sections (Required) B. Processing Only (Optional) C. Other Service Enhancements and Innovations (Optional) 4. Environmental Considerations 5. Acceptance of RFP and Franchise Agreement 6. Cost Proposal A. Base Cost Proposal B. Cost Proposal for Alternative Services 7. Other Proposal Forms A. Secretary’s Certificate B. Anti-Collusion Affidavit C. Iran Contracting Act Certification D. Statement of Compliance with the City of Carlsbad’s Insurance Requirements Attach. Additional material may be included at proposer’s discretion (Optional) 5.2 Cover Letter The cover letter shall clearly identify the legal entity(ies) submitting the proposal and state whether each entity is a sole proprietorship, partnership, corporation, or joint venture. The cover letter shall be signed by the designated representative authorized to bind proposer as documented on the Secretary’s Certificate to be submitted in accordance with Section 5.10.1. In the cover letter, proposer shall acknowledge all addenda to the RFP it received by providing a list of the addendum and date of issuance. 5.3 Executive Summary Proposer shall provide an executive summary to introduce its proposal; present its strategy and costs; and highlight unique aspects of its approach to servicing the City. The executive summary can be used to highlight any additional programs, service enhancements, or other innovations proposed. 5.4 Company Description 5.4.1 Business Structure In its proposal, proposer shall: 1. Confirm that proposer is authorized to conduct business in California; June 9, 2020 Item #10 Page 53 of 286 2. Identify the legal entity that would execute the new Franchise Agreement. State whether each entity is a sole proprietorship, partnership, corporation, or joint venture. Describe in detail the relationship of the proposer to the executing entity. If the proposer is a joint venture, describe where the entities have collaborated before; 3. State the number of years the entity(ies) have been organized and doing business under this legal structure. Proposal must include all the names of company’s (and executing entities’ if different than company’s) owners/stockholders with greater than a 10% holding and creditors owed a debt greater than 10% of the company's total assets; 4. Identify other businesses with ownership by principals and/or management; and, 5. Describe all services to be performed by subcontractors, and identify each subcontractor by name. Proposer shall describe any current or past working relationship with the subcontractor(s) in the past five years. 5.4.2 Collection Experience Proposer must describe its experience serving jurisdictions in California (preferably serving jurisdictions of similar or larger size and similar demographics to the City). Proposer’s description for each comparable jurisdiction shall include: 1. The name of the jurisdiction where the services were provided, commencement date of services and term of the agreement; 2. The service provided (e.g., solid waste collection, recyclable materials collection, organic materials collection, materials processing, and other unique collection and/or processing programs at proposer’s discretion such as those for e-waste, u-waste, or household hazardous waste); 3. The name, address, and telephone number of the jurisdiction’s representative responsible for administering the agreement; and, 4. The number of single-family, multi-family, and commercial customers served. 5.4.3 Service Initiation Experience The City is interested in learning about each proposer’s experience with implementation of new franchise agreements and new programs (such as roll-out of food scraps service for multi-family and commercial customers, multi-family on-call clean-up and bulky service, etc.). Include a minimum of three reference projects for which the proposer has initiated a new collection contract and/or new collection services. For each reference program, the description shall include: 1. The name of the jurisdiction where the services were provided and commencement date and term of the agreement; 2. The service initiation performed (i.e., initiation of a new franchise agreement, universal roll- out/distribution of recycling service to all multi-family and commercial accounts, multi-family and commercial food scraps collection, etc.); June 9, 2020 Item #10 Page 54 of 286 3. The name, address, and telephone number of the jurisdiction’s representative responsible for administering the agreement; 4. The number of residential and commercial customers served; 5. Description of how the company handled the specific requirements for the procurement of vehicles and personnel; training of personnel; billing and fee collection services; determination of routes and operating procedures; delivery of containers; public education; and the preparation of procedures to ensure a smooth transition from one company to another and one type of service to another; and, 6. Identification of problems that occurred during the initiation of the new contract and solutions implemented to solve the problem(s). 5.4.4 Key Personnel Provide an organization chart for key personnel. Identify key personnel the proposer plans to assign to: (1) the transition team; and, (2) the ongoing management of the services provided under the Draft Franchise Agreement. At a minimum, provide the names, contact information, job description, and qualifications for the following key personnel: • Regional Manager • General Manager • Contract Relations/Compliance Manager • Operations Manager • Customer Service Manager Also provide the name, contact information and qualifications for the person who will serve as the primary contact person for the City during the term of the new Franchise Agreement. If specific individuals have not been identified for one or more positions, provide the job description and/or hiring criteria that will be used to select the individual. 5.4.5 Labor Agreements and Wages Proposer shall identify the jurisdiction(s) in which its employees are currently represented by labor organizations and the names of each labor organization. In addition, proposer shall identify its plan for arranging labor if they are selected to provide collection and processing services in the City. Specifically, proposer shall confirm its acceptance of the terms of the labor policies described in Section 3.3 of the RFP, and identify the labor organization(s) the proposer will work with, along with the nature of the collective bargaining agreement(s). If services will be provided under an extension or renewal of an existing labor agreement, proposer must provide a copy of the full agreement including all amendments, extensions, and/or renewals. If new labor agreement(s) will be negotiated prior to the commencement of the new Franchise Agreement, proposer must provide a memorandum of understanding between the labor organization and company outlining the terms and conditions of the agreement, wage rates, employee benefits, and work rules. Pursuant to the requirements of Section 3.3 of the RFP, identify if, and how the June 9, 2020 Item #10 Page 55 of 286 proposed plans, wages, benefits, and/or work rules differ from the labor agreements in place for employees currently serving the City and employed by CWM. 5.4.6 Past Performance Record 1. Litigation and Regulatory Actions. Describe past and pending civil, legal, regulatory, and criminal actions (including arrests, indictments, litigation, grand jury investigations, etc.) now pending or that have occurred in the past five (5) years against key personnel (as identified by the proposer in Section 5.4.4), proposing entity, its parent company, and all subsidiaries owned by proposing entity, including any proposed subcontractors. 2. Payment of Fines, Penalties, Settlements, or Damages. Provide a statement disclosing any and all fines, penalties (including liquidated damages or administrative fees), settlements, or liquidated damages of any kind paid by proposer, its parent company, subsidiaries, and any proposed subcontractors, to any public agencies in the past five (5) years. This shall include any penalties, fee payments, settlements, or any other form of consideration related to the proposer’s failure to achieve diversion requirements or any other stated performance standard of a contract with a public agency. For each payment, list the amount the company has paid, the name of the jurisdiction to which damages were paid, and the event(s) which triggered the damages. Identify what personnel and/or policy changes the company made in response to such incidents (e.g., terminated or reassigned employees involved, new process protocols, etc.). 3. Satisfactory performance in other agreements. Provide a list of all other agencies where similar franchise collection or processing services are performed by Contractor along with contact information for that agency’s contract manager. The City reserves the right to conduct reference checks and satisfaction interviews with any current or past municipal agencies that proposer discloses or City determines the proposer has contracted with previously. With regard to the items requested in this Section 5.4.6, proposers who operate in multiple states with independent management structures need only report such actions relative to the operations in California. Similarly, proposers who operate landfill facilities need not disclose information about those facilities, as they are beyond the scope of the services requested here. Note: The occurrence of past or pending civil, legal, regulatory, or criminal actions does not automatically disqualify a company from participating in this process. However, failure to report such actions, whether discovered before or after City executes the new Franchise Agreement, shall be considered a material omission and may form the basis for disqualifying a proposer or terminating the new Franchise Agreement. Material omissions may constitute fraud in the inducement of a public contract, and if such omissions are discovered, the City reserves all rights and remedies available under the law. 5.4.7 Financial Information 1. Financial Statements. Submit audited financial statements for the most-recently completed fiscal year for the legal entity(ies) that would execute the new Franchise Agreement. All such statements are to be prepared in accordance with Generally Accepted Accounting Principles applied on a consistent basis and shall be audited in accordance with Generally Accepted Auditing Standards by an Accountant certified in the State of California and shall include a statement by June 9, 2020 Item #10 Page 56 of 286 the chief financial officer (CFO) of the entity(ies) that there has been no material adverse change in such condition or operations as reflected in the submitted balance sheet and income statements since the date on which they were prepared. To the extent allowable under the public records act, the City will maintain the confidentiality of submitted materials marked as “confidential”. 2. Financing Plan. Describe the plan for financing all capital requirements (i.e., those listed on Cost Proposal Form 4) in a "Sources and Uses of Funds" format, which describes the sources of required capital (e.g., banks, leasing companies, cash reserves, etc.) and uses (e.g., property, trucks, equipment, containers, reserves, etc.). Attach supporting documents (e.g., letters from banks or leasing companies) that demonstrate your ability to implement the financing plan. 5.5 Technical Proposal for Base Services Proposer shall describe how it plans to perform the collection and processing services requested in Section 3 of this RFP and described in the Draft Franchise Agreement. When presenting information requested herein, proposer shall explain the method of delivering the services, equipment selected, routing strategies, and collection and processing methods. The description shall also note differences (for different customer types) in terms of routing strategies, collection methods, vehicles, collection crew size, etc. In addition, proposer must describe in detail why its technical approach to the services was chosen, and its advantages to the City. If a proposer has presented information for one type of service that is the same for another type of service, proposer may refer to its previous description rather than reiterating the discussion in its proposal. For example, if single-family solid waste and recyclables collection vehicles are the same, the vehicle description can be provided once for the solid waste service and then referenced for the recyclable materials collection service. 5.5.1 Collection Proposer shall describe how it plans to perform the collection services requested in the RFP and described in the Draft Franchise Agreement. Specifically, information should address solid waste, recyclable materials, and organic materials collection for each single-family services, multi-family services, commercial services, and roll-off and compactor services (as applicable). In the event that the proposed collection methodology from one customer/material type to the next is largely the same, proposer may identify this, and highlight the differences between the proposed approaches, as opposed to repeating the same information multiple times. Proposer shall also describe how it plans to perform bulky item, used oil, battery, holiday tree, and any other non-routine collection operations required by the Draft Franchise Agreement. Proposers shall also identify how tonnage will be allocated between customer types (e.g. single-family, multi-family, commercial, etc.) in the event that multiple customer types are collected on a single route (e.g. organic materials cart service route). Include at a minimum: • Collection methodology; • Equipment to be utilized (e.g., equipment/vehicle description, number, types, cost, capacity, age, etc.); • Standard crew size; and, • Number, types, sizes, and manufacturer’s specifications of containers to be utilized; June 9, 2020 Item #10 Page 57 of 286 If the proposed methodology or equipment relies on co-collection vehicles, split containers, or an uncommon method, proposer must provide the names of jurisdictions where the proposed equipment/method is currently being used as it is proposed. Also, describe in detail how this collection technology will work, why it was chosen for the City, and how it will benefit and work in the City specifically. 5.5.2 Recyclable Materials Processing The following information is required for recyclable materials processing services: 1. Processing Site Information. Name, location, and description of the processing facility(ies) where recyclable materials will be handled; name of owner and operator of the facility(ies); contact name and phone number of the site manager; description of processing methods including a detailed description of the technology used and the operators’ ongoing approach to adapting technology to evolving recycling streams; method of tracking tonnage if the facility is receiving tonnage from other jurisdictions; and, the current average monthly residue level of the processing site. Identify if the company that owns or operates the processing site is the same as the proposing entity, a related-party entity, or a subcontractor. 2. Permits and Regulatory Compliance. Provide contact names for the regulatory agencies that monitor the processing facility’s compliance with applicable local, State, and federal laws and regulations. For each contact, provide the name of the regulatory agency, the contact person’s name, title, and telephone number. 3. Available Processing Capacity. Provide a written commitment guaranteeing capacity for the recyclable materials collected under the new Franchise Agreement throughout the term of the Agreement. If proposer is not the owner or operator of the facility, proposer is to provide a letter of commitment from the processing facility owner to comply with this RFP requirement. 4. Import Restrictions or Fees. List any import restrictions, taxes, or fees that will be applicable to the receipt of the City's recyclable materials. Discuss the ability of the host jurisdiction or state to increase or levy taxes, host fees, or other fees. If there is an import restriction on accepting materials from outside of the local jurisdiction, describe the process to have the import restriction waived. 5. Transfer Method. If use of a transfer station is proposed in conjunction with the proposed processing site, proposer shall provide the same type of information requested in Items 1 through 4 of this Section 5.5.2. If an alternative transfer method is proposed, proposer shall describe the transfer methodology and any equipment required, regulatory approval needed, and other pertinent information. 5.5.3 Organic Materials Processing The following information is required for commercial organic materials processing services: 1. Processing Site Information. Name and description of facilities where organic materials will be processed, name of owner and operator, contact name and phone number of the site manager; description of processing and composting processes (including the type of composting/digestion method(s) used; method of tracking City tonnage if the facility receives tonnage from other jurisdictions, the products to be produced from the organic materials (e.g., compost, mulch, etc.), June 9, 2020 Item #10 Page 58 of 286 and the current average monthly residue level of the processing site. Note that the use of organic materials for alternative daily cover or beneficial reuse is not allowed under the Draft Franchise Agreement. Identify if the company that owns or operates the processing site is the same as the proposing entity, a related-party entity, or a subcontractor. 2. Permits and Regulatory Compliance. Provide contact names for the regulatory agencies that monitor the processing facility’s compliance with applicable local, State, and federal laws and regulations. For each contact, provide the name of the regulatory agency, the contact person’s name, title, and telephone number. 3. Available Processing Capacity. Provide a written commitment guaranteeing capacity for the organic materials collected under the new Franchise Agreement throughout the term of the Agreement. If proposer is not the owner or operator of the facility, proposer is to provide a letter of commitment from the processing facility owner to comply with this RFP requirement. 4. Import Restrictions or Fees. List any import restrictions, taxes, or fees that will be applicable to the receipt of the City's organic materials. Discuss the ability of the host jurisdiction or state to increase or levy taxes, host fees, or other fees. If there is an import restriction on accepting materials from outside of the local jurisdiction, describe the process to have the import restriction waived. 5. Transfer Method. If use of a transfer station is proposed in conjunction with the proposed commercial organic material processing and/or composting site, proposer shall provide the same type of information requested in Items 1 through 4 of this Section 5.5.3. If an alternative transfer method is proposed, proposer shall describe the transfer methodology and any equipment required, regulatory approval needed, and other pertinent information. 5.5.5 Bulky Item Collection Describe your approach to conducting the on-call bulky item collection programs for single-family and multi-family customers described in Section 6 of Exhibit B1 and Section 4 of Exhibit B2 of the Draft Franchise Agreement. Address differences in your approach to working with single-family and multi-family customers. Identify how you plan to encourage reuse, any third party(ies) you plan to work with, and list the materials that will be targeted for reuse. 5.5.6 Multi-Family/Commercial Technical Assistance • Describe proposer’s plan to provide technical assistance to multi-family and commercial businesses and identify the type of education materials that will be available. • Identify who will manage the technical assistance efforts and the number and job classification/title of the individuals that will be conducting assistance work. • Identify the proposed number of technical assistance visits per week/month, and describe the planned nature of such visits. • Identify the estimated hours of technical assistance that will be provided per multi-family and commercial account and the total annual hours for the technical assistance program. • Provide an estimate of the increase in the weekly cubic yards of recycling service and the increase in annual recycling tonnage. June 9, 2020 Item #10 Page 59 of 286 • Describe the benefits of the proposed service, and potential challenges related to the service and strategies for managing such challenges. Please note that the technical assistance program will not preclude the City from also meeting with customers, proposing service changes, and providing service orders to the selected Contractor to implement such changes (provided that doing so does not create operational impossibilities or unusual/unacceptable safety concerns). 5.5.8 Customer Service To ensure that customers in the City obtain exemplary, professional, and courteous customer service, proposer shall develop and submit as part of its proposal a customer service plan that includes the following: • Describe the location where proposer’s customer service operation will be housed. While the City encourages proposers to identify a customer service office in or near the City, the City will also consider proposals which include one or more customer service offices elsewhere, provided that the proposer demonstrates it is able to comply with the requirements of the Draft Franchise Agreement, including but not limited to Sections 4.9 and 4.10. If proposer chooses to propose a customer service office location which is greater than thirty (30) miles from the center of the City, proposer must also include in its proposal, the incremental Rate Period One cost to secure and maintain an office within thirty (30) miles from the center of the City. • Specify the number of full-time equivalent customer service representatives (CSR) that will serve the City. Describe how calls will be handled/reported, how many calls are expected per CSR, and describe any changes you will make to your current CSR operation to accommodate the City. • Describe the proposed approach to respond to and address events of deliberate non-collection (in addition to leaving physical non-collection notices). • Confirm that the company has a website that customers may access to obtain customer rates, service information, pay bills, and to submit inquiries or complaints and provide website address, if applicable. Confirm that customers can email their queries and specify the maximum turn- around time for responses. • Describe how the City will access the company’s customer service system to view (in a read-only format) customer service related information by customer type, including information such as the number of missed pick-ups, number and type of complaints received, level of service, collection day(s), etc. to comply with Section 4.10 of the Draft Franchise Agreement. Please provide examples of all information that would be available to City staff using screen-shots, tables, or other outputs from the system. • Describe any other strategies and/or methods the proposer will implement to ensure that customers receive exemplary customer service throughout the term of the new Franchise Agreement. June 9, 2020 Item #10 Page 60 of 286 5.5.9 Billing The City currently bills most residential customers for solid waste services and it is the City’s intent to transition that so that the collection Contractor shall be responsible for billing all customers for services. To ensure that customers in the City obtain competent, professional, and courteous customer service with regard to billing matters, proposer shall: • Describe the process for transitioning the billing responsibility from the City to the Contractor, including examples of prior transitions from municipal billing that Contractor has affected; • Describe how the proposer will develop the necessary customer service and billing data at the start of services. Such a description shall include the proposer’s approach for obtaining email addresses for paperless billing, identifying service needs, and process for auditing and verifying the accuracy of data in the Contractor’s system; • Describe how the proposer will encourage paperless/electronic billing and automatic recurring payments; • Provide sample customer billings and a listing of jurisdictions where proposer currently provides billing services, including a contact name and phone number; and, • Describe its procedures for dealing with customer service, with regard to customer billing demands, during the transition and throughout the term of the new Franchise Agreement. 5.5.10 Public Education and Outreach Plan The City places the utmost importance on effective public education and promotion as the key to helping residents and businesses understand more about source reduction, reuse, and recycling. Each proposer shall develop a public education plan for Rate Period One, which will ultimately be included as Exhibit C to the new Franchise Agreement. The City has included, as an example, a sample Exhibit C in the Draft Franchise Agreement, which may be used to guide you in developing your proposed public education plan. While the City encourages each proposer to use their own knowledge and expertise to develop the proposed public education plan, the City requests that each proposed plan describe the following: • Public education programs that will be implemented to educate single-family, multi-family, and commercial customers on the recyclable materials and organics collection programs; • Plans for complying with the education and outreach requirements of AB 939 and SB 1383; • Description of your strategy for developing and using a website or webpage specific to the City to provide customers with access to service information, rates, and other public education information; include links to example websites; • Description of your approach to non-collection and courtesy noticing, including sample non- collection and/or courtesy notices, and noting that the City encourages proposers to utilize innovative and proactive strategies for using such notices as public education opportunities; • Description of your strategy for communicating to customers how to properly dispose of household hazardous waste, sharps, and other difficult-to-handle materials; June 9, 2020 Item #10 Page 61 of 286 • Plans for presentations to schools and other community organizations; • Participation at City-sponsored events, such as booths, displays, sponsorship, parade floats, farmers markets, etc.; • Schedule and quantity of information that will be distributed (e.g., newsletter, brochures, etc.); • Proposed number of employees, their job functions, and number of hours per week that will be devoted to the promotion and maintenance of collection services in the City; • Public education and outreach subcontractors (if any), and their qualifications, years of experience, and references; • Samples of similar educational materials, which may have been used in other programs, particularly those related to recyclable materials collection and food scraps collection programs; • Proposed budget for public education and outreach during the start-up period of the contract and on an annual basis (noting the required minimum annual public education budget described in Exhibit C of the Draft Franchise Agreement)*; and, • Other aspects or unique features of the proposed public education and outreach plan. *Proposers must also reflect the required minimum annual public education budget described in Exhibit C of the Draft Franchise Agreement (or higher amount, at proposer’s option), in the Cost Proposal Forms. 5.5.11 Implementation Plan Provide a detailed implementation plan describing the proposer’s approach to facilitating a smooth transition to all new types of collection services and potentially a new service provider. The proposal must clearly describe the proposer’s ability to implement the services in accordance with the schedule shown in Figure 1 of this RFP. This should include how the proposer will meet equipment, personnel, administration, maintenance, and public education requirements. The proposer should describe its assumptions regarding City staff participation and the current service provider’s participation. Provide a schedule listing key events (i.e., equipment procurement, public education, container distribution, employee hiring and training, etc.), duration, and expected completion date of each event. Discuss contingency plans that will be in place for various aspects of the implementation process. 5.5.12 Other Required Plans 1. SB 1383 Implementation and Monitoring Plan. Contractor will be required to provide all program elements required by the State regulations for mandatory commercial recycling and organics collection under SB 1383 including, at a minimum, the provision of collection services, education, outreach, monitoring, and reporting for all properties covered by the regulations. Proposers must describe their approach to performing customer education, outreach, contamination monitoring, recordkeeping, and reporting to comply with SB 1383 as part of their proposal. 2. Litter Prevention/Abatement Plan. A common concern among residents is the amount of litter left behind after provision of collection services. The City understands that many pieces of litter that spill during collection are of such a small size that it may become challenging for route drivers to collect them manually during the course of regular collection operations. Proposers must June 9, 2020 Item #10 Page 62 of 286 describe their approach to either preventing such litter during collection operations, or to effectively abate it afterwards. Proposers should include any costs related to litter prevention/abatement in the Base Proposal. 3. Bulky Item/Reusable Materials Recovery Plan. Under the Draft Franchise Agreement, the City will be requiring that the Contractor divert many of the materials collected through the scheduled neighborhood clean-up days, as well as on-call bulky item/clean-up collections. Proposers must describe their approach to performing the bulky items/reusable materials collection services described in Exhibit B of the Draft Franchise Agreement, in such a way that promotes the highest and best use of collected materials, including recovery for reuse where possible. 4. Vehicle Air Emissions Plan. Describe how the vehicles will comply with current and emerging local Air Board, County, State, and federal regulations related to vehicle emissions including a description of the specific control measures to be used and schedule for compliance. Proposer shall describe how it plans to minimize costs for compliance over the term of the Agreement. Proposers must also present calculations of the total vehicle miles traveled, and gallons of fuel used per year by the proposed Contractor’s vehicles, itemized by type of vehicle. In addition, provide the emissions factors for the proposed type of fuel, and present calculations of the total criteria pollutant and greenhouse gas emissions per year, and carbon footprint of the proposed City collection operations. 5.5.13 Subcontractors Identify by name and describe all services to be performed by any subcontractors. 5.5.14 Existing Management and Customer Service Systems Proposer shall describe the management systems and customer service systems its company plans to use to manage inquiries and complaints received from residential and commercial customers. The description of the management systems and customer service systems shall include: 1. Name, type of equipment, software used to maintain routing and customer service information, and period of time the company has operated this system; 2. Management procedures for managing inquiries and complaints and procedures used to minimize complaints (e.g., missed pick-ups, noise, spills, etc.); 3. Description of system capability and/or procedures to ensure timely accessibility of information by jurisdictions served; 4. Description of whether individual call centers are established for each service area or if customer calls are handled by a centralized call center; and, identification of the location of the call centers that will be used; 5. Identification of whether the system is used company-wide or for select jurisdictions (listing which jurisdictions); June 9, 2020 Item #10 Page 63 of 286 6. Description of how the customer service information interfaces with route and billing data and provision of examples of reports that summarize single-family and commercial customer information (name, address, service location, level of service, complaints, etc.); 7. Description of your company’s internal performance standards/targets as well as procedures used to satisfactorily respond to, record, and report common customer complaints such as: missed pick-ups; spills and litter resulting from collection; collection schedule changes; broken or missing containers; improperly prepared set-outs; noise complaints; traffic and sidewalk obstruction during collection; and, safety around collection vehicles during operations; 8. Description of how the company measures customer service with regard to the call center’s responsiveness and accuracy of responses, as well as the quality of collection service. Identification of specific performance metrics or targets your company tracks. Provision of copies of actual reports for at least three jurisdictions that document the actual performance level against your targets including, at a minimum, average hold times of the customer service call center and missed pick-ups; 9. Provision of copies of monthly or quarterly reports submitted to at least two jurisdictions that document monthly tonnage, customer account, and complaint information; and, 10. Demonstration of the ability to report the information required in Article 6 and Exhibit D of the Draft Franchise Agreement if not demonstrated through the presentation of information required above. 5.5.15 Corporation Yard and Maintenance Facilities Describe the proposed location(s) of the corporation yard for collection vehicles parking, collection container storage, employee parking, vehicle and equipment maintenance facilities, offices, and transfer operations (if necessary). If the facility(ies) are currently operational and owned or leased by the proposer, describe plans, if any, to modify or expand the facility(ies) and the permitting process associated with the modification or expansion activities. If the facility(ies) need to be purchased, leased, and/or developed by the proposer, describe the acquisition and development plans; describe contingency plans in the event the proposed site is not available (or suitable) or in the event the acquisition and development timeline is delayed; and indicate willingness to stand by the proposed costs and rates if proposer has to secure a site other than described in its proposal. 5.6 Technical Proposal for Alternative Services 5.6.1 Required Alternative Services (Required) For the “Required” alternative services described in Section 3.2, provide a description of the proposer’s approach to providing each service. Note that a response to this Section 5.6.1 is a required element of the proposal; it is not optional. Cost proposal information for Alternative Services must be provided in the proposal forms. At a minimum, include for each service the following: • The type and number of customers that would be targeted and basis for estimated tonnage levels, diversion information, and customer participation levels, noting the proposer’s experience with comparable programs in other communities; June 9, 2020 Item #10 Page 64 of 286 • Collection methodology, including discussion of special methods for collecting in hard-to-service areas such as narrow streets, courts, and alleys; • Equipment to be utilized (e.g., equipment/vehicle description, number, types, cost, capacity, age, etc.); and, • The benefits of the proposed service, and potential challenges related to the service and strategies for managing such challenges. 5.6.2 Optional Alternative Services (Optional) Proposer may present one or more proposals for the “Optional” alternative services described in Section 3.2, as well as other innovative and/or cost-saving services beyond those identified in this RFP and Draft Franchise Agreement. Examples of potentially innovative or cost-saving services include, but are not limited to: collection of additional source separated materials; reduced collection frequencies; use of used collection vehicles, etc. Proposer must clearly describe the proposed service(s) and the operational and financial impacts that the inclusion of the service(s) would have on the other services. For each proposal for optional, innovative and/or cost-saving services, proposer shall provide a thorough description of its plans for the program, including, but not limited to, the following: • The type and number of customers that would be targeted and basis for estimated tonnage levels and customer participation levels; • Collection methodology, including discussion of special methods for collecting in hard-to-service areas such as narrow streets, courts, and alleys; • Equipment to be utilized (e.g., equipment/vehicle description, number, types, cost, capacity, age, etc.). Describe plans for equipment replacements through the maximum term of the franchise agreement; • The benefits of the proposed service, and potential challenges related to the service and strategies for managing such challenges; and, • Communities where this program has been successfully implemented by proposer or others. If innovative or cost-saving proposals are presented, proposer shall submit a cost and operating data in the space provided in the proposal forms. The City is not obligated to select these proposals. Innovative or cost-saving proposals will be considered by the City if it concludes that they warrant evaluation and analysis. 5.7 Environmental Considerations Proposer shall identify environmental enhancements it can incorporate into its operations and/or describe its company’s environmental policies that support the City’s goals and objectives related to: • Minimizing environmental impacts (e.g., air, water, depletion of natural resources) associated with collection, transfer, processing, and disposal services; • Encouraging the highest and best use of recycled materials; and, June 9, 2020 Item #10 Page 65 of 286 • Supporting, where practical, local and regional end markets for recyclables. Examples of environmental enhancements, include: • Using alternative fuels for collection vehicles; • Incorporating green building best practices and standards into facilities used by proposer; • Adopting environmentally preferable purchasing policies for the company’s operations; and, • Achieving certification to national or international standards (e.g., ISO certification for environmental or quality management). The above examples are intended as guidance for what may be considered environmental enhancements. Proposer is not obligated to address any of these elements. 5.8 Acceptance of RFP and Franchise Agreement To provide the proposer with a clear understanding of the roles, responsibilities, rights, and obligations of the Contractor and the City, the Draft Franchise Agreement has been prepared and is included as Attachment 7. Proposer is required to review the Draft Franchise Agreement prior to submittal of its proposal to the City. The City expects the Draft Franchise Agreement will be executed by the selected Contractor in substantially the same form as presented in Attachment 7. This review process allows the proposer to prepare the proposal and costs for services with full consideration of its rights and obligations. Proposer must describe in detail any proposed exceptions to the RFP and Draft Franchise Agreement. For each RFP exception, proposer shall identify the exception, explain its concern, and provide alternative language for consideration by the City. To document the proposer’s exceptions to the Draft Franchise Agreement and proposed alternative language, proposer shall record its exceptions and proposed alternative language directly in an electronic version of the Draft Franchise Agreement, using “track changes” mode, and shall include a hard-copy clearly displaying any redline/strikeout changes in its proposal. Proposer shall also complete any information in the Draft Franchise Agreement that needs to be tailored to the company’s proposal such as, but not limited to, the Contractor’s name, guarantor’s name, and the proposed recyclable and organic materials processing sites. Each location in the Draft Franchise Agreement where proposer-specific information is to be inserted is identified with a note to proposer that provides instructions. The City shall reserve the right to determine if the exceptions are acceptable based both on the number and nature of exceptions taken. The exceptions to the Draft Franchise Agreement will be given significant consideration in the evaluation process. In its sole discretion, the City may determine whether to negotiate some or all of the proposed exceptions with one or more proposers prior to the final evaluation of the proposals. Proposer will be deemed to have accepted and agreed to any provisions of the RFP and/or proposed terms and conditions of the Draft Franchise Agreement that have not been noted as exceptions in the proposal. If the City chooses to enter into negotiations with a proposer, the noted comments and recommended alternative Franchise Agreement language will serve as a starting point for discussion. City may end negotiations at any point, without notice, at their discretion. The selected Contractor may not initiate discussion related to Franchise Agreement language for which no exceptions were noted. The City may June 9, 2020 Item #10 Page 66 of 286 request the proposer to sign the new Franchise Agreement before the City Council makes the final Contractor selection. 5.9 Cost Proposal The cost proposal to be prepared by proposer includes several components such as operating statistics and detailed costs. Proposer shall submit the cost proposal using the forms provided in Attachment 3. Proposer must carefully review the instructions provided in this section and comply fully with the requirements set forth herein. The cost proposal includes the following three components: 1. Base cost proposal that reflects the base services (Required); 2. SB 1383 Compliant Mandatory 3-Stream Collection for All Sectors (Required) 3. Cost proposals for alternative services (Required) 3.1. Extra Cardboard Collection (Required) 3.2. Single-Family Food Pails (Required) 3.3. Multi-Family Move-in Kits (Required) 3.4. Used Motor Oil & Filter + Used Cooking Oil Collection (Required) 3.5. Provide Containers for City Illegal Dumping Clean-ups (Required) 3.6. Bulk Compost and Mulch (Required) 3.7. Compost Give-Aways (Required) 3.8. Large Event & Venue Services (Required) 3.9. Prohibited Container Contaminant Monitoring (Required) 3.10. SB 1383 Compliant 4-Stream Collection (Required) 4. Cost proposal for innovative or cost saving options (Optional for either proposal); 5. Cost proposal for Organics Processing (Collection Services Proposal not Required). Proposer shall follow the instructions provided below for preparation of the cost proposal components. A complete set of cost proposal forms described herein shall be included in each copy of the proposal submitted and an electronic copy of the forms is required in Microsoft Excel. The proposal assumptions, operating s tatistics, and cost proposal information submitted by proposer will be evaluated to determine the reasonableness of the Contractor’s proposed rates and will serve as a baseline for future adjustments to rates approved by the City. The cost proposal (including proposed rates) shall be firm and valid for a period of one year from the submittal date of the proposal. 5.9.1 Guidelines The proposer shall prepare its cost proposals in accordance with the following guidelines: June 9, 2020 Item #10 Page 67 of 286 1. Terms based on Agreement. Contractor shall be governed by the terms and conditions of the Draft Franchise Agreement. 2. Scope per RFP and Agreement. The proposed operating statistics, costs, and rates on Forms 2 through 14 shall encompass all base collection services, which are identified in Section 3.1 and further described in the Draft Franchise Agreement. 3. Valid for Rate Period One. Costs, including proposed rates, shall be effective for “Rate Period One”, which is a 12-month period running July 1, 2022 through June 30, 2023. Capital costs on Form 4 shall be presented in current dollars, reflecting the estimated cost of purchase on or about the contract execution date. 4. Wage and Benefit Requirements. Labor costs shall reflect the labor policy presented in Section 3.3 of the RFP and proposals shall anticipate necessary changes to reflect inflation and negotiated labor contract terms. 5. Depreciation and Interest. The base proposal shall reflect the purchase of collection vehicles and containers. At the proposer’s option, an alternative proposal may be presented that reflects used equipment for some or all vehicle and container needs. In either case, depreciation and interest expenses related to purchase of vehicles and containers at commencement and during the term of the new Franchise Agreement (including possible extensions) need to be anticipated and an average annual amount included for Rate Period One. Proposer shall assume an average vehicle and container life of ten or more years and plan to depreciate the vehicles and containers over a 10-year period for the purposes of determining depreciation and interest expenses. 6. Disposal Costs. The cost of delivering solid waste to the Palomar Transfer Station shall be included in the cost proposal forms assuming a per-ton tipping fee of forty three dollars and 01/100 as of ($ 43.01). Pursuant to Article 8 of the Draft Franchise Agreement, an adjustment shall be made to Contractor’s compensation if the actual Palomar Transfer Station tipping fee is different than the forty three dollars and 01/100 ($ 43.01) per ton used for purposes of the proposal. 7. Processing Costs. Proposer shall specify the per-ton processing cost for recyclables, organics, revenues from the sale of materials, and the net processing cost (or net revenue) on Form 7 of the cost proposal. If proposer plans to use a transfer station to move materials to the processing facility(ies), proposer shall separately identify the per-ton transfer costs in the area provided on Form 7. Processing Only Proposals. If proposer elects to submit a “Processing Only” proposal, as described in Section 3.2.2 of this RFP, proposer shall only be required to complete Form 1 and Form 7. 8. Start-Up Costs Annualized. Start-up costs related to implementation of the new Franchise Agreement shall be annualized over a 10-year period and shown on Form 6E for the base cost proposal. 9. Fuel. For the base proposal, all vehicle and related fuel costs shall reflect the fuel chosen by the proposer for the base proposal. June 9, 2020 Item #10 Page 68 of 286 10. Compactor Service. Costs for servicing roll-off compactors shall be included with roll-off costs on the cost proposal forms. Cost for bin-type compactors shall be included with bin costs on the cost proposal forms. 11. Single-Family Billing Costs. While it is City intent to transfer single family billing to the collection Contractor, please provide the assumptions detailed on Form 12 of the base services forms. Note that in negotiating final fees, the City will request reimbursement of the share of the City’s utility system fixed costs that will no longer be met through provision of City billing for solid waste services. 12. Rate Proposal. The proposed rates shall be presented on Forms 8 through 14 for the base cost proposal. The City has specified the relationship of each rate category relative to the rates of the same customer type. As a result, the proposer is required to enter only a few rates and all other rates will be calculated. More specific instructions are provided on the rate proposal forms. Rate proposals are not required for the alternative cost proposal; rates will be negotiated based on proposed costs if one or more of the alternative services are selected. Note that the rates for ancillary services (lock service, Extra Service Tags, container delivery, bin relocation, bin cleaning, push service over 25 feet, etc.) are also calculated in the cost forms using the relationship of the existing ancillary service rates to the existing collection rates. Under no circumstance shall the selected Contractor charge any ancillary service fees that have not been specifically identified in the submitted proposal(s) and approved by in advance by the City. 13. Non-Allowable Costs. Costs identified in Exhibit E2 to the Draft Franchise Agreement as non- allowable costs shall not be included in the cost proposal. 14. City Fees. Forms 5 and 6 of the cost proposals itemize the City fees to be included in the cost proposal. The City reserves the right to modify fees before commencement of the Draft Franchise Agreement. The City has pre-populated amounts for the AB 939/SB 1383 Fee and Stormwater Fee, pursuant to the specifications of Article 7 of the Draft Franchise Agreement. 15. Service Level Assumptions. For the purposes of preparing the cost proposal, the City provided the current number of accounts serviced in each rate category in Figure 5. This account information is based on the best available customer information (which the City has not verified). The proposer shall develop its cost and rate proposal based on its service level assumptions reflecting its: (i) due diligence in reviewing the provided service level information, (ii) assessment of the service needs of the City and its residents and businesses, (iii) the anticipated change in service levels due to new rates, and (iv) other factors that may impact future customer service level needs. The proposer’s assumptions shall be presented on Forms 8 through 14 of the base cost proposal (in the columns labeled “estimated number of accounts or occurrences or pulls/week”) and on Form 2 of the base cost proposal. If the actual level of service is more than that assumed for the purposes of preparing the proposal, the Contractor shall receive and retain more revenues from customer rates. Alternatively, if the actual service levels are less than assumed for proposal purposes, the Contractor shall receive less rate revenue from customers. 16. Tonnage Assumptions. For the purposes of preparing the cost proposal, proposer shall estimate the annual tonnage of recyclable materials, organic materials, on-call clean-up/bulky item June 9, 2020 Item #10 Page 69 of 286 materials, and solid waste that will need to be collected. This annualized amount shall be shown as the total tonnage collected on Form 2 in the base cost proposal and proposer shall allocate the total tonnage to the different service categories based on its own assumptions with regard to historical tonnage collected and future participation in recycling and organics programs. The proposer shall develop its cost and rate proposal using its estimated tonnage levels specified on Form 2. If actual tonnage levels are different, no adjustment will be made to Contractor’s compensation. 5.9.2 Base Cost Proposal Proposer is required to submit a base cost proposal using Forms 1 through 14 provided for this purpose in Attachment 3. On the base cost proposal forms, the proposer is required to present operating statistics, its annual cost proposal, and its rate proposal. The estimated total annual revenue on Forms 8 through 14 is to tie to the total costs on Forms 5 and 6 (plus or minus $1,000). As described in Section 5.9.1.15 above, the estimated total annual revenues will be based on the Contractor’s assumptions regarding future customer participation levels. Please note that for the purposes of evaluating the rate proposal, the City may develop its own estimation of the future customer participation levels and use its assumptions to compare one company’s rate proposal to other company’s rate proposals. 5.9.3 Cost Proposals for Alternative Services The City has identified required, as well as optional/suggested alternative services they may choose to include in the scope of its Draft Franchise Agreement, as presented in Section 3.2 of the RFP. The City selected these programs as alternative services because they want to evaluate the cost impact and diversion potential before deciding to include the program in the scope of collection services. Proposers are required to submit separate operating statistics and costs for each alternative service identified in Section 3.2 as “required”, reflecting the incremental cost increases/decreases for the alternative service above/below costs reflected in the base cost proposal. Proposers are encouraged to submit separate operating statistics and costs for each alternative service identified in Section 3.2 as “optional”, reflecting the incremental cost increases/decreases for the alternative service above/below costs reflected in the base cost proposal. If the proposer anticipates cost reductions to the base cost proposal, these reductions shall be reflected in the alternative services cost proposal. For example, if disposal costs will decrease as a result of diverting more organic materials, the avoided disposal cost shall be shown in the alternative service cost proposal as a negative value. If solid waste route costs will be reduced as a result of the organics program, the net impact to collection costs shall be shown for the alternative service (e.g., increased cost of organics collection less reduced cost of solid waste collection). If the City chooses an alternative service, the annual costs and rates presented in the base cost proposal will be adjusted to reflect the selected alternative services. June 9, 2020 Item #10 Page 70 of 286 5.10 Other Proposal Forms 5.10.1 Secretary’s Certificate Each proposer shall complete and submit the Secretary’s Certificate, Attachment 4, documenting the designated representative authorized to bind the proposing company. 5.10.2 Anti-Collusion Affidavit Each proposer shall complete and submit the Anti-Collusion Affidavit, Attachment 5. The Anti-Collusion Affidavit shall be signed by the designated representative authorized to bind the proposing company as documented on the Secretary’s Certificate. 5.10.3 Iran Contracting Act Certification Each proposer shall complete and submit the Iran Contracting Act Certification, Attachment 6. The Iran Contracting Certification shall be signed by the designated representative authorized to bind the proposing company as documented on the Secretary’s Certificate. 5.10.4 Statement of Compliance with City of Carlsbad’s Insurance Requirements Each proposer shall complete and submit the Statement of Insurance Compliance form, Attachment 7. The Statement of Compliance with the City of Carlsbad’s Insurance Requirements shall be signed by the designated representative authorized to bind the proposing company as documented on the Secretary’s Certificate. 5.11 Additional Information (Optional) Additional information or data relevant to the proposal is optional and may be included by a proposer as an attachment(s) to the proposal. June 9, 2020 Item #10 Page 71 of 286 SECTION 6: PROPOSAL EVALUATION PROCESS The City will select an evaluation committee comprised of staff, consultants, and/or outside agency representatives. This evaluation committee will conduct a detailed evaluation of the proposals and provide a recommendation to the City Council, considering all of the factors below, with particular focus on the degree to which each proposal will help the City achieve the goals identified in Section 1.1. The City values cost-effectiveness, however the recommendation of the evaluation committee will be based on best value, including all of the factors below. The City Council will review the evaluation team’s evaluation report and select the future Contractor. The City Council is not obligated to accept the recommendation of the evaluation committee and may act in the best interests of the community, in its sole discretion. City staff and its consultant will be responsible for negotiating the Draft Franchise Agreement. The Council will ultimately be responsible for approval of the new Franchise Agreement. The factors that may be considered by the evaluation team include, but are not limited to, the items below. Some or all of these factors may be considered by the evaluation team, and other factors not listed below may also be considered. Responsiveness (Pass/Fail) • Comprehensiveness and consistency of the proposal with respect to this RFP. • Completeness and accuracy of all proposal forms. • Submittal of a redline/strikeout version of the Draft Franchise Agreement with any exceptions noted, and completion of all blanks identified for proposer to complete. • Compliance with the RFP and procurement procedures. • Submitted by the deadline. Company’s Qualifications • Collection Experience ― Demonstrated experience of company providing the requested or similar services to other jurisdictions. ― Demonstrated experience of company’s ability to implement new collection and processing services and new franchise agreements and obligations that are similar to the City’s services in comparable sized communities. ― If the proposer is a joint venture, demonstrated experience of parties working together. ― If the proposer intends to use subcontractors, performance history of the proposed subcontractors. ― Satisfaction of company’s references with the services received in the past 10 years (including, but not limited to, implementation, customer service, call center, billing, payment of fees, reporting, and the handling of contractual issues). June 9, 2020 Item #10 Page 72 of 286 • Key Personnel Qualifications. Extent and relevance of the qualifications and experience of key personnel proposed for the transition team and on-going management of the City’s collection and processing operations. • Performance Record. Review of company’s history with litigation and regulatory action (e.g., nature of past and pending civil, legal, regulatory, and criminal actions; history and nature of payments of liquidated damages, penalties, damages, etc.); performance under similar contracts with municipal agencies; and regulatory compliance related to equipment and facilities including compliance with land use permits, storm water discharge permits, State highway requirements, etc. • Financial Stability. Financial strength and ability of company to acquire equipment and provide financial assurance of performance based on review of its audited financial statements and its proposed financing plan and the relationship of the City’s contract to the company’s total annual revenues. Technical Proposal for Base Collection Services • Collection Approach – Reasonableness and reliability of the proposed collection methods, technology, equipment, containers; productivity and operating assumptions (i.e., number of routes, route drivers, route hours, stops per route, and other operating statistics). • Diversion Ability – The nature and reliability of proposed diversion programs and potential of such programs to divert solid waste from landfill disposal, and to comply with AB 341, AB 1826, and SB 1383. • Processing and Marketing − Realistic plan and guaranteed capacity for recyclable materials processing and marketing. • Customer Service – Compatibility (relative to other proposers) of customer service approach and staffing levels with the goals, objectives, and needs of the City and the requirements of the Draft Franchise Agreement. • Public Education and Outreach Program – Compatibility (relative to other proposers) of the proposed education program, staffing levels, and program ideas with the goals, objectives, and needs of the City and the requirements of the Draft Franchise Agreement; and, the quality of public education samples relative to other proposers. • Multi-Family and Commercial Recycling Technical Assistance – Proposed approach to providing multi- family and commercial customers with comprehensive, results-oriented recycling technical assistance. • Billing System – Compatibility (relative to other proposers) of billing approach, procedures for handling customers, and coordination plan with the City. • Implementation Plan − Reasonableness of implementation schedule and ability to meet deadlines (e.g., reasonableness of equipment procurement schedules, implementation staffing levels, new corporation or maintenance yard development, and contingency plans). June 9, 2020 Item #10 Page 73 of 286 • Other Required Plans – Compatibility (relative to other proposers) of the other plans required to be submitted in Section 5.5.12 of the RFP with the City’s goals and objectives. • Facilities for Equipment, Maintenance, and Administration − Compatibility (relative to other proposers) of plan for providing the facilities needed for equipment storage; parking, maintenance, administration; and, if applicable, transfer of materials. Level of assurance provided, if any, with regard to site acquisition and timely development of necessary facilities. • Other − Other technical considerations to be determined. Technical Proposals for Alternative Services (for any and all proposed alternatives) • Collection Approach (if applicable) – Reasonableness and reliability of the proposed collection methods, technology, equipment, containers; productivity and operating assumptions (i.e., number of routes, route drivers, route hours, stops per route, and other operating statistics). • Diversion Ability (if applicable) – The nature and reliability of proposed diversion programs and potential of such programs to divert solid waste from landfill disposal. • Other – Other technical considerations may be evaluated in addition to the collection approach and diversion ability. Acceptance of RFP and Franchise Terms • Number and Nature of Exceptions – The number and nature of exceptions to the RFP and Draft Franchise Agreement relative to other proposers. • Likelihood of Prompt and Successful Negotiations – The likelihood that the City will be able to promptly and successfully negotiate changes to and finalize the Draft Franchise Agreement with the proposer. Cost and Rate Proposals • Reasonableness - The reasonableness, accuracy, and consistency of the proposer’s operational, labor, capital, cost, rate, and rate revenue proposals. • Competitiveness - The competitiveness of Company’s proposed rates to customers relative to rates proposed by others. June 9, 2020 Item #10 Page 74 of 286 Attachment 2 – Current Customer Rates June 9, 2020 Item #10 Page 75 of 286 City of Carlsbad Fiscal Year 2019-20 General City Service Fees Residential Services* Residential - per month (64 or 96 gallon cart)$23.50 Residential - per month (35 gallon trash)$21.42 Residential - per month (backyard service)$29.58 Extra trash cart beyond first cart $2.56 Two additional Green Waste and/or Recycling carts will be free of charge, each additional cart will be charged $2.56 Commercial Services* Commercial Cart (1-96 gal trash, 1-96 gal recycling) One pick-up per week (1-96 gal cart - trash, 1-96 gal cart - recycling) $49.16 Two pick-ups per week (1-96 gal cart - trash, 1-96 gal cart - recycling)$86.90 Three pick-ups per week (1-96 gal cart - trash, 1-96 gal cart - recycling)$124.60 One pick-up per week (1-96 gal cart - trash) $23.44 Two pick-ups per week (1-96 gal cart - trash)$46.89 Three pick-ups per week (1-96 gal cart - trash)$70.33 Extra pick-up per week (1-96 gal cart - trash)$11.04 Commercial Yard Bins 2-yard bin - one pick-up per week $83.91 2-yard bin - two pick-ups per week $147.67 2-yard bin - three pick-ups per week $211.46 2-yard bin - four pick-ups per week $275.14 2-yard bin - five pick-ups per week $338.96 2-yard bin - six pick-ups per week $402.74 2-yard bin - extra pick-up $40.36 3-yard bin - one pick-up per week $113.99 3-yard bin - two pick-ups per week $207.84 3-yard bin - three pick-ups per week $301.67 3-yard bin - four pick-ups per week $395.51 3-yard bin - five pick-ups per week $489.34 3-yard bin - six pick-ups per week $583.20 3-yard bin - extra pick-up $54.16 4-yard bin - one pick-up per week $152.01 4-yard bin - two pick-ups per week $283.87 4-yard bin - three pick-ups per week $415.78 4-yard bin - four pick-ups per week $547.64 4-yard bin - five pick-ups per week $679.51 4-yard bin - six pick-ups per week $811.39 4-yard bin - extra pick-up $64.80 5-yard bin - one pick-up per week $190.05 5-yard bin - two pick-ups per week $359.98 5-yard bin - three pick-ups per week $529.88 5-yard bin - four pick-ups per week $699.79 5-yard bin - five pick-ups per week $869.71 5-yard bin - six pick-ups per week $1,039.64 5-yard bin - extra pick-up $75.41 Commercial Split Bins, includes 2 locks One pick-up per week $92.05 Two pick-ups per week $168.01 Three pick-ups per week $243.95 Four pick-ups per week $319.89 June 9, 2020 Item #10 Page 76 of 286 City of Carlsbad Fiscal Year 2019-20 General City Service Fees These are pass through fees from Waste Management, must reflect full fee amount with decimals. Five pick-ups per week $395.83 Six pick-ups per week $471.78 Commercial Recycling 96 gal cart - one pick-up per week $21.57 96 gal cart - two pick-ups per week $43.14 96 gal cart - three pick-ups per week $64.71 96 gal cart - extra pick-up $10.22 3-yard bin - one pick-up per week $82.62 3-yard bin - two pick-ups per week $139.77 3-yard bin - three pick-ups per week $196.92 3-yard bin - four pick-ups per week $254.07 3-yard bin - five pick-ups per week $303.26 3-yard bin - six pick-ups per week $363.70 3-yard bin - seven pick-ups per week $424.32 3-yard bin - extra pick-up $37.93 4-yard bin - one pick-up per week $83.97 4-yard bin - two pick-ups per week $142.05 4-yard bin - three pick-ups per week $200.12 4-yard bin - four pick-ups per week $258.19 4-yard bin - five pick-ups per week $308.17 4-yard bin - six pick-ups per week $369.59 4-yard bin - seven pick-ups per week $431.19 4-yard bin - extra pick-up $38.57 Commercial Yard Waste 96 gal cart - one pick-up per week $24.27 96 gal cart - extra pick up $10.72 3-yard bin - one pick-up per week $131.41 3-yard bin - two pick-ups per week $235.88 Commercial Compactor 3-yard bin - one pick-up per week $159.76 3-yard bin - two pick-ups per week $299.22 3-yard bin - three pick-ups per week $438.65 3-yard bin - four pick-ups per week $578.07 3-yard bin - five pick-ups per week $717.51 3-yard bin - six picks-up per week $856.97 3-yard bin - extra pick-up $64.98 Commercial - Special Haul Bin Rate - includes delivery fee 3-yard bin - one pick-up per week $139.35 3-yard bin - two pick-ups per week $217.78 3-yard bin - three pick-ups per week $296.20 3-yard bin - four pick-ups per week $374.63 3-yard bin - five pick-ups per week $453.07 3-yard bin - six pick-ups per week $531.50 3-yard bin - extra pick-up $45.50 Commercial Construction and Demolition Recycling Special Haul Bin (no Storm Water Fees) 1 week or less $98.41 3-yard temporary C&D Recycling Bin $116.62 4-yard temporary C&D Recycling Bin $126.75 Commercial - Roll off Service Service Fee - Roll off service $233.92 Service Fee /Contaminated Load $233.92 June 9, 2020 Item #10 Page 77 of 286 City of Carlsbad Fiscal Year 2019-20 General City Service Fees These are pass through fees from Waste Management, must reflect full fee amount with decimals. Disposal Fee per Ton (pass through)$47.52 Roll off - Demurrage Per Day Charge $4.98 Delivery $60.20 Delivery Demo (includes signage) $63.43 Relocation Charge onsite $47.03 Relocation Charge offsite $67.10 Wash Out Receiver Boxes $53.81 Dead Run charge $80.65 Standby charge per minute after 5 minutes $2.13 Other Fees and Charges* Bin Exchange $63.68 Bin Lock Set Up Fee $39.80 Locking Fee $15.13 Overloaded Bins $54.83 Bin paint charge fee - allowed 1 per year. After first paint within one year, there will be a charge per paint request.$109.61 Bin that needs to be moved: 5 to 30 feet $5.57 31 to 50 feet $7.57 Additional 25 feet increments $7.57 Special haul bin delivery $43.90 Certified burial at Miramar plus special handling fee charged by Miramar $343.60 Commercial Return to Service Fee - The return to service fee for two or more calls in a one- month period by a bin $70.62 Copy Fee - The charge for copies requested by customers $1.50 Delivery of extra cart $12.60 Late Fee - Minimum fee on any delinquent account - $3 minimum charge $3.78 Bulky Item - Exceeding 5 per pick up - First item $44.71 Bulky Item - Exceeding 5 per pick up - each additional item $11.46 Commercial Bin Customers shall be charged for bulky item pick-ups Per Bulky Item - first item $44.71 Per Bulky Item - each additional item $11.46 Bulky Item requiring 2 people to handle $64.20 Contamination Fee - to recover costs for separating solid waste placed in a recycling or green waste container or for arranging a special, unscheduled collection due to contamination.$57.01 Scout service per bin per service $51.58 Residential Return to Service Fee - The return to service fee for two or more calls in a one- month period by a residential customer $35.91 Restart Fee - The fee for restarting commercial service when a permanent account has been terminated for non-payment.$21.54 *Storm Water fee included Single and Multi-Family Residents - 3 bulky item pick ups per calendar year with 5 items maximum per pick up June 9, 2020 Item #10 Page 78 of 286 City of Carlsbad Fiscal Year 2019-20 General City Service Fees Miscellaneous Water Fees Backflow 2nd Notice $11 Backflow 3rd Notice $33 Backflow Inspection - County Department of Environmental Health (CDEH) (invoice total from CDEH)Actual Cost Backflow Preventer Charge (per month, each account)Actual Cost Backflow Reinspection (consistent with city payroll records)Actual Cost Blueprinting of Standard Size (24" x 36") Improvement Plan Sheet (cost for each)$5 Potable, Reclaimed and Sewer Standards and Specifications (available on internet)No Charge Potable, Reclaimed and Sewer Standards and Specifications (cost for each)Actual Cost Utility Standards and Specifications (actual cost of reproduction)Actual Cost Potable Water Meter - Construction Meter Deposit $900 Potable Water Meter - Construction Meter Installation $192 Potable Water Meter - Construction Meter Relocation $85 Recycled Water Meter - Construction Meter Deposit $900 Recycled Water Meter - Construction Meter Installation $192 Recycled Water Meter - Construction Meter Relocation $85 Included in Improvement Plan Review Fees: Hydraulic Analysis Only Potable, Reclaimed and Sewer Improvement Plan Review Preliminary Potable or Reclaimed Water Analysis Review Preliminary Sewer Analysis/Review Reclaimed Water Landscape Review Water Account Service Fees Accounts scheduled for termination for non-payment $40 After Hours Turn On (Note 1)$178 Continuity of Service $12 Door Hanger - Electronic $1 Door Hanger - Paper $16 Next Scheduled Day Service Turn On (Note 2)$65 New Account Setup $40 Same Day Turn On - not scheduled for that day (Note 2)$150 Note 1 - Effective 2/1/2020, for customers that qualify for Alternative Payment arrangements under SB998, this fee will be $150. Note 2 - Effective 2/1/2020, for customers that qualify for Alternative Payment arrangements under SB998, these fees will be $50. June 9, 2020 Item #10 Page 79 of 286 ATTACHMENT 4 SECRETARY’S CERTIFICATE I,____________________, certify that I am the Secretary of the corporation named herein; that   Name  ____________________ who signed this Proposal on behalf of the corporation, was then   Name  ____________________ of said corporation; that said Proposal is within the scope of its   Title  corporate powers and was duly signed for and on behalf of said corporation by authority of its   governing body, as evidenced by the attached true and correct copy of the   ______________________________________ .  Name of Corporate Document  By: ________________________________________  Name: _____________________________________  Title:  Secretary_____________________________  Date: ______________________________________  June 9, 2020 Item #10 Page 80 of 286 ATTACHMENT 5 NON-COLLUSION AFFIDAVIT NON‐COLLUSION DECLARATION TO BE EXECUTED BY  PROPOSER AND SUBMITTED WITH PROPOSAL The undersigned declares:  I am the _____________ of _____________, the party making the foregoing proposal.  The proposal is not  made in the interest of, or on behalf of, any undisclosed person, partnership,  company, association, organization, or corporation. The proposal is genuine and not collusive or sham.  The proposer has not directly or indirectly induced or solicited any other proposer to put in a false or  sham proposal. The proposer has not directly or indirectly colluded, conspired, connived, or agreed with  any proposer or anyone else to put in a sham proposal, or to refrain from proposing. The proposer has  not in any manner, directly or indirectly, sought by agreement, communication, or conference with  anyone to fix the price of the proposal or any other proposer, or to fix any overhead, profit, or cost  element of the price, or of that of any other proposer. All statements contained in the proposal are true.  The proposer  has not, directly  or indirectly, submitted his  or  her proposal price  or  any  breakdown  thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation,  partnership, company, association, organization, bid depository, or to any member or agent thereof, to  effectuate a collusive or sham proposal, and has not paid, and will not pay, any person or entity for  such purpose.  Any  person  executing  this  declaration  on  behalf  of  a  proposer  that  is  a  corporation,  partnership,  joint  venture,  limited  liability  company,  limited  liability  partnership,  or  any  other  entity,  hereby  represents that he or she has full power to execute, and does execute, this declaration on behalf of the  proposer.  I declare under penalty of perjury under the laws of the State of California that the foregoing is true and  correct and that this declaration is executed   By _______________________ [name],  On _______________________ [date],   At  _______________________ [city], _______________________ [state].  June 9, 2020 Item #10 Page 81 of 286 ATTACHMENT 6 IRAN CONTRACTING ACT CERTIFICATION CONTRACTOR’S IRAN CONTRACTING ACT CERTIFICATION  Pursuant to Public Contract Code Section 2200 et seq., (“Iran Contracting Act of 2010”), Contractor  certifies that:  (1)Contractor is not identified on the list created by the California Department of General Services (“DGS”) pursuant to California Public Contract Code Section 2203(b) as a Person engaging in investment activities in Iran; and (2)Contractor is not a financial institution that extends twenty million dollars ($20,000,000) or more in credit to another Person, for 45 days or more, if that Person will use the credit to provide goods or services in the energy sector in Iran and is identified on the DGS list made pursuant to Section 2203(b). As used herein, “Person” shall mean a “Person” as defined in Public Contract Code Section 2202(e).  I, the official named below, CERTIFY UNDER PENALTY OF PERJURY, that I am duly authorized to legally  bind the Contractor to this Certification, which is made under the laws of the State of California.  (Company Name)  By: (Signature)  Name: (Printed Name)  Title:  Date:  June 9, 2020 Item #10 Page 82 of 286 DRAFT FRANCHISE AGREEMENT BETWEEN CITY OF CARLSBAD AND ___________________________ FOR RECYCLING, ORGANICS, AND SOLID WASTE COLLECTION AND RECYCLING PROCESSING SERVICES City Review Draft May 1, 2020 ______________, 2020 June 9, 2020 Item #10 Page 83 of 286 {This page intentionally left blank} June 9, 2020 Item #10 Page 84 of 286 Table of Contents RECITALS ...........................................................................................................................................1 ARTICLE 1. GRANT AND ACCEPTANCE OF FRANCHISE ..........................................................................2 1.1 GRANT AND ACCEPTANCE OF FRANCHISE .................................................................................. 2 1.2 LIMITATIONS TO THE FRANCHISE ................................................................................................ 2 1.3 OBLIGATIONS OF PARTIES ........................................................................................................... 4 ARTICLE 2. TERM OF AGREEMENT .......................................................................................................5 2.1 TERM AND OPTION TO EXTEND .................................................................................................. 5 2.2 CONDITIONS TO EFFECTIVENESS OF AGREEMENT ...................................................................... 5 ARTICLE 3. SCOPE OF AGREEMENT......................................................................................................6 3.1 SUMMARY SCOPE OF SERVICES................................................................................................... 6 3.2 USE OF APPROVED FACILITIES ..................................................................................................... 7 3.3 SUBCONTRACTING ....................................................................................................................... 7 3.4 RESPONSIBILITY FOR MATERIALS ................................................................................................ 7 3.5 CITY-DIRECTED CHANGES TO SCOPE ........................................................................................... 8 ARTICLE 4. SCOPE OF SERVICES ...........................................................................................................8 4.1 RECYCLABLE MATERIALS ............................................................................................................. 8 4.2 ORGANIC MATERIALS ................................................................................................................ 10 4.3 SOLID WASTE ............................................................................................................................. 13 4.4 BULKY ITEMS AND REUSABLE MATERIALS ................................................................................ 14 4.5 SPECIAL EVENTS ......................................................................................................................... 14 4.6 STREET SWEEPING ........................................................................ Error! Bookmark not defined. 4.7 PUBLIC EDUCATION AND OUTREACH ........................................................................................ 15 4.8 BILLING ...................................................................................................................................... 16 4.9 CUSTOMER SERVICE PROGRAM ................................................................................................ 18 4.10 ACCESS TO CUSTOMER SERVICE AND BILLING SYSTEMS .......................................................... 20 4.11 SERVICE EXEMPTIONS ............................................................................................................... 21 ARTICLE 5. STANDARD OF PERFORMANCE ........................................................................................ 29 5.1 GENERAL .................................................................................................................................... 29 5.2 OPERATING HOURS AND SCHEDULES ....................................................................................... 29 5.3 COLLECTION STANDARDS .......................................................................................................... 30 5.4 TRANSFER AND PROCESSING STANDARDS ................................................................................ 32 5.5 COLLECTION VEHICLE REQUIREMENTS ..................................................................................... 33 5.6 CONTAINER REQUIREMENTS ..................................................................................................... 35 5.7 PERSONNEL ................................................................................................................................ 39 5.8 HAZARDOUS WASTE INSPECTION AND HANDLING ................................................................... 41 5.9 CONTRACT MANAGEMENT ....................................................................................................... 42 5.10 ENVIRONMENTALLY-PREFERRABLE PURCHASING .................................................................... 42 5.11 LOCAL PURCHASING PREFERENCE............................................................................................. 43 5.12 DIVERSION REQUIREMENTS ...................................................................................................... 43 5.13 CUSTOMER REBATES FOR FAILURE TO PROVIDE SERVICE ........................................................ 43 June 9, 2020 Item #10 Page 85 of 286 ARTICLE 6. RECORD KEEPING AND REPORTING ................................................................................. 45 6.1 RECORD KEEPING....................................................................................................................... 45 6.2 REPORT SUBMITTAL REQUIREMENTS ....................................................................................... 46 6.3 PERFORMANCE REVIEW AND AUDIT ......................................................................................... 46 ARTICLE 7. CITY FEES ........................................................................................................................ 47 7.1 FRANCHISE FEE .......................................................................................................................... 47 7.2 AB 939 FEE ................................................................................................................................. 47 7.3 VEHICLE IMPACT MITIGATION FEE ............................................................................................ 47 7.4 HOUSEHOLD HAZARDOUS WASTE (HHW) FEE .......................................................................... 47 7.5 ADJUSTMENT TO FEES ............................................................................................................... 47 7.6 PAYMENT SCHEDULE AND LATE FEES ....................................................................................... 48 7.7 PROCUREMENT REIMBURSEMENT FEE ..................................................................................... 48 ARTICLE 8. CONTRACTOR'S COMPENSATION AND RATE SETTING ...................................................... 48 8.1 GENERAL .................................................................................................................................... 48 8.2 RATES AND ANNUAL ADJUSTMENTS ......................................................................................... 49 8.3 EXTRAORDINARY RATE ADJUSTMENTS ..................................................................................... 50 ARTICLE 9. INDEMNITY, INSURANCE, AND PERFORMANCE BOND ...................................................... 51 9.1 INDEMNIFICATION ..................................................................................................................... 51 9.2 INSURANCE ................................................................................................................................ 53 9.3 PERFORMANCE BOND ............................................................................................................... 56 ARTICLE 10. DEFAULT AND REMEDIES ............................................................................................... 56 10.1 EVENTS OF DEFAULT .................................................................................................................. 56 10.2 RIGHT TO TERMINATE UPON EVENT OF DEFAULT .................................................................... 58 10.3 CITY’S REMEDIES IN THE EVENT OF DEFAULT ........................................................................... 58 10.4 POSSESSION OF RECORDS UPON TERMINATION ...................................................................... 59 10.5 CITY'S REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE ....................................................... 59 10.6 PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES ...................................................... 60 10.7 EXCUSE FROM PERFORMANCE .................................................................................................. 61 10.8 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE .............................................................. 62 10.9 DISPUTE RESOLUTION ............................................................................................................... 62 ARTICLE 11. REPRESENTATIONS AND WARRANTIES OF THE PARTIES ................................................. 63 11.1 CONTRACTOR’S CORPORATE STATUS ....................................................................................... 63 11.2 CONTRACTOR’S CORPORATE AUTHORIZATION ........................................................................ 63 11.3 AGREEMENT WILL NOT CAUSE BREACH .................................................................................... 63 11.4 NO LITIGATION .......................................................................................................................... 64 11.5 NO ADVERSE JUDICIAL DECISIONS ............................................................................................ 64 11.6 NO LEGAL PROHIBITION ............................................................................................................ 64 11.7 CONTRACTOR’S ABILITY TO PERFORM ...................................................................................... 64 ARTICLE 12. OTHER AGREEMENTS OF THE PARTIES ........................................................................... 64 12.1 RELATIONSHIP OF PARTIES ........................................................................................................ 64 12.2 COMPLIANCE WITH LAW ........................................................................................................... 65 12.3 GOVERNING LAW ...................................................................................................................... 65 June 9, 2020 Item #10 Page 86 of 286 12.4 JURISDICTION ............................................................................................................................ 65 12.5 BINDING ON SUCCESSORS ......................................................................................................... 65 12.6 ASSIGNMENT ............................................................................................................................. 65 12.7 NO THIRD PARTY BENEFICIARIES ............................................................................................... 67 12.8 WAIVER ...................................................................................................................................... 67 12.9 NOTICE PROCEDURES ................................................................................................................ 67 12.10 REPRESENTATIVES OF THE PARTIES ...................................................................................... 68 ARTICLE 13. MISCELLANEOUS AGREEMENTS ..................................................................................... 68 13.1 ENTIRE AGREEMENT .................................................................................................................. 68 13.2 SECTION HEADINGS ................................................................................................................... 68 13.3 REFERENCES TO LAWS ............................................................................................................... 69 13.4 AMENDMENTS ........................................................................................................................... 69 13.5 SEVERABILITY ............................................................................................................................. 69 13.6 COUNTERPARTS ......................................................................................................................... 69 13.7 EXHIBITS ..................................................................................................................................... 69 List of Exhibits A. Definitions B. Direct Services B1. Single-Family Residential Services B2. Multi-Family Residential Services B3. Commercial Services B4. City Services B5. City Service Levels and Locations C. Public Education and Outreach Requirements D. Reporting Requirements E. Rate Adjustment Methodology E1. Multi-Index Rate Adjustment Methodology E2. Cost-Based Rate Adjustment Methodology E3. Recyclable Materials Processing Rate Adjustment Methodology F. Performance Standards and Liquidated Damages G. Contractor’s Proposal G1. Technical Proposal G2. Cost Basis for Proposal G3. Initial Rates for Collection Services G4. Implementation Plan and Schedule G5. Approved Subcontractors H. Anticipated Required Positions I. Environmentally Preferable Purchasing Policy June 9, 2020 Item #10 Page 87 of 286 DRAFT Franchise Agreement 1 between 2 City of Carlsbad 3 and 4 _________ 5 for Recycling, Organics, and Solid Waste Collection 6 and Recycling Processing Services 7 THIS FRANCHISE AGREEMENT is made and entered into as of ________________, 2021 between the City 8 of Carlsbad, California, a municipal corporation (hereinafter “City”), and _________, (hereinafter referred 9 to as the “Contractor”) (each a “Party” and collectively the “Parties”). 10 RECITALS 11 This Agreement is entered into with reference to the following facts and circumstances: 12 WHEREAS, the Legislature of the State of California, by enactment of the California Integrated Waste 13 Management Act of 1989 (AB 939) (California Public Resources Code Section 40000 et seq.), has declared 14 that it is in the public interest to authorize and require local agencies to make adequate provisions for 15 Solid Waste Collection within their jurisdiction; 16 WHEREAS, the State of California has found and declared that the amount of refuse generated in 17 California, coupled with diminishing Disposal capacity and potential adverse environmental impacts from 18 landfilling and the need to conserve natural resources, have created an urgent need for State and local 19 agencies to enact and implement an aggressive integrated waste management program. The State has, 20 through enactment of AB 939 and subsequent related legislation including, but not limited to: the Jobs 21 and Recycling Act of 2011 (AB 341), the Event and Venue Recycling Act of 2004 (AB 2176), SB 1016 22 (Chapter 343, Statutes of 2008 [Wiggins, SB 1016]), the Mandatory Commercial Organics Recycling Act of 23 2014 (AB 1826), and the Short-Lived Climate Pollutants Bill of 2016 (SB 1383), directed the responsible 24 State agency, and all local agencies, to promote Diversion and to maximize the use of feasible waste 25 reduction, re-use, Recycling, and Composting options in order to reduce the amount of refuse that must 26 be Disposed; and, 27 WHEREAS, SB 1383 establishes regulatory requirements for jurisdictions, Generators, haulers, Solid Waste 28 facilities, and other entities to support achievement of State-wide Organic Waste Disposal reduction 29 targets; and, 30 WHEREAS, SB 1383 requires the City to implement Collection programs, meet Processing facility 31 requirements, conduct contamination monitoring, provide education, maintain records, submit reports, 32 monitor compliance, conduct enforcement, and fulfill other requirements; and, the City has chosen to 33 delegate some of its responsibilities to the Contractor, acting as the Jurisdiction’s designee, through this 34 Agreement; and, 35 WHEREAS, pursuant to California Public Resources Code Section 40059(a)(2), the City has determined that 36 the public health, safety, and well-being require that an exclusive right be awarded to a qualified 37 Contractor to provide for the Collection of Recyclable Materials, Organic Materials, and Solid Waste and 38 June 9, 2020 Item #10 Page 88 of 286 other services related to meeting the City’s economic and environmental goals; and, 39 WHEREAS, the City further declares its intent to approve and maintain reasonable rates for the Collection, 40 Recycling, Processing, Composting, and/or Disposal of Recyclable Materials, Organic Materials, and Solid 41 Waste; and, 42 WHEREAS, the City desires, having determined that Contractor, by demonstrated experience, reputation 43 and capacity is qualified to provide for both the Collection of Recyclables Materials, Organic Materials, 44 and Solid Waste within the corporate limits of the City and the Transportation of such material to 45 appropriate places of Processing, Recycling, Composting, and/or Disposal, that Contractor be engaged to 46 perform such services on the basis set forth in this Agreement; and, 47 WHEREAS, the City and Contractor have attempted to address conditions affecting their performance of 48 services under this agreement but recognize that reasonably unanticipated conditions may occur during 49 the term of this agreement that will require the Parties to meet and confer to reasonably respond to such 50 changed conditions; and 51 WHEREAS, under Municipal Code Section 6.08.180, the City may enter into a contract for the collection, 52 removal and disposal of all refuse in and from the City and the collection of rates therefor, and the City 53 Council is authorized to enter into such contract with any terms it deems necessary to protect the best 54 interests of the City; 55 NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained in this 56 Agreement and for other good and valuable consideration, the Parties agree as follows: 57 ARTICLE 1. 58 GRANT AND ACCEPTANCE OF FRANCHISE 59 1.1 GRANT AND ACCEPTANCE OF FRANCHISE 60 By the signing of this Agreement, the City grants to Contractor and Contractor accepts an exclusive 61 franchise within the corporate limits of the City. The franchise granted to Contractor shall be for the scope 62 of services described in this Agreement, subject to the limitations described in Section 1.2 and except 63 where otherwise precluded by Federal, State, and local laws and regulations. 64 1.2 LIMITATIONS TO THE FRANCHISE 65 The award of this Agreement shall not preclude the categories of Recyclable Materials, Organic Materials, 66 Solid Waste, or other materials listed below from being delivered to and Collected and Transported by 67 others, provided that nothing in this Agreement is intended to or shall be construed to excuse any Person 68 from obtaining any authorization from the City which is otherwise required by law: 69 A. Recyclable and Organic Materials. Other Persons shall maintain the right to: (1) accept Source 70 Separated Recyclable Materials and Source Separated Organic Materials donated from the service 71 recipient, or (2) to pay the service recipient for Source Separated Recyclable Materials and Source 72 Separated Organic Materials provided that there is no net payment made by the service recipient 73 to such other Person; 74 June 9, 2020 Item #10 Page 89 of 286 B. Self-Hauled Materials. A Commercial business Owner or Resident may Dispose of Recyclable 75 Materials, and Organic Materials, generated in or on their own Premises with their own vehicle. 76 C. Construction and Demolition Debris (C&D). Other Persons shall have the right to collect C&D, 77 provided that such Persons maintain a City-issued permit granting such right, and the C&D was 78 generated from a construction, demolition, alteration, or remodel project pursuant to a permit 79 issued by the City. 80 D. Donated or Sold Materials. Any items which are Source Separated at any Premises by the 81 Generator and sold or donated to other Persons, including youth, civic, or charitable 82 organizations. 83 E. Edible Food. Edible food which is collected from a Generator by other Person(s), such as a Person 84 from a Food Recovery Organization or Food Recovery Service, for the purposes of Food Recovery; 85 or which is Self-Hauled by the Generator to another Person(s), such as a Person from a Food 86 Recovery Organization, for the purposes of Food Recovery, regardless of whether the Generator 87 donates, sells, or pays a fee to the other Person(s) to collect or receive the Edible Food. 88 F. Food Scraps. Food Scraps that are separated by the Generator and used by the Generator or 89 distributed to other Person(s) for lawful use as animal feed, in accordance with 14 CCR Section 90 18983.1(b)(7). Food Scraps intended for animal feed may be Self-Hauled by Generator or hauled 91 by another party. 92 G. Materials That Contractor Does Not Divert. Discarded Materials which the Contractor is not 93 required to Process and Divert under this Agreement as of the Effective Date of this Agreement 94 which subsequently, in the City’s reasonable judgment, become economically feasible to Divert. 95 In such event, Contractor shall have the exclusive right to Collect and Process such materials if 96 Contractor agrees to do so without any change in Rates. If Contractor is unwilling to Process and 97 Divert such new materials at existing Rates, the City may provide for Collection, Processing, and 98 Diversion of such materials in any manner it deems appropriate. Such materials may include, but 99 not be limited to, organic materials which Contractor would otherwise Dispose. Contractor may 100 not enforce its exclusive franchise rights in a manner that would prevent the Diversion of material 101 that Contractor is unable or unwilling to Divert. 102 H. Beverage Containers. Containers delivered for Recycling under the California Beverage Container 103 Recycling and Litter Reduction Act, Section 14500, et seq. California Public Resources Code. 104 I. Materials Removed by Customer’s Contractor as Incidental Part of Services. Recyclable 105 Materials, Organic Materials, Solid Waste, and Bulky Items removed from a Premises by a 106 contractor (e.g., gardener, landscaper, tree-trimming service, construction contractor, Residential 107 clean-out service) as an incidental part of the service being performed, rather than as a separately 108 contracted or subcontracted hauling service; or if such contractor is providing a service which is 109 not included in the scope of this Agreement. 110 J. On-site or Community Composting. Organic Materials Composted or otherwise legally managed 111 at the site where it is generated (e.g., backyard composting, or on-site anaerobic digestion) or at 112 a Community Composting site. 113 K. Animal, Grease Waste, and Used Cooking Oil. Animal waste and remains from slaughterhouse or 114 June 9, 2020 Item #10 Page 90 of 286 butcher shops, grease, or used cooking oil. 115 L. Sewage Treatment By-Product. By-products of sewage treatment, including sludge, sludge ash, 116 grit, and screenings. 117 M. Excluded Waste. Excluded Waste regardless of its source. 118 N. Materials Generated by State and County Facilities. Materials generated by State and County 119 facilities located in the City, including but not limited to the Carlsbad Unified School District, 120 provided that the Generator has arranged services with other Persons or has arranged services 121 with the Contractor through a separate agreement. 122 Contractor acknowledges and agrees that the City may permit other Persons besides the Contractor to 123 Collect any and all types of materials excluded from the scope of this Franchise, as set forth above, without 124 seeking or obtaining approval of Contractor. If Contractor can produce evidence that other Persons are 125 servicing Collection Containers or are Collecting and Transporting Recyclable Materials, Organic Materials, 126 and/or Solid Waste in a manner that is not consistent with this Agreement or the City’s Code, it shall 127 report the location, the name and phone number of the Person or company to the City’s Contract Manager 128 along with Contractor’s evidence. In such case, City may notify the Generator and Person providing service 129 of Contractor’s rights under this Agreement. 130 This Agreement and scope of this franchise shall be interpreted to be consistent with Applicable Law, now 131 and during the Term of the Agreement. If future judicial interpretations of current law or new laws, 132 regulations, or judicial interpretations limit the ability of the City to lawfully contract for the scope of 133 services in the manner and consistent with all provisions as specifically set forth herein, Contractor agrees 134 that the scope of the Agreement will be limited to those services and materials which may be lawfully 135 included herein and that the City shall not be responsible for any lost profits or losses claimed by 136 Contractor to arise out of limitations to the scope or provisions of the Agreement set forth herein. In such 137 an event, it shall be the responsibility of Contractor to minimize the financial impact of such future judicial 138 interpretations or new laws and the Contractor may meet and confer with City and may petition for a Rate 139 adjustment pursuant to Section 8.3. 140 1.3 OBLIGATIONS OF PARTIES 141 In addition to the specific performance required under the Agreement, City and Contractor shall: 142 1. Use their reasonable commercial efforts to enforce the exclusive nature of the franchise by the 143 Contractor’s identification and documentation of violations of the franchise agreement and the 144 City’s notification of generators and collection companies reasonably believed to be violating the 145 franchise regarding the terms of this Agreement. 146 2. Provide timely notice to one another of a perceived failure to perform any obligations under this 147 Agreement and access to information demonstrating the Party’s failure to perform. 148 3. Provide timely access to the City Contract Manager and the Contractor’s designated 149 representative and complete and timely responses to requests of the other Party. 150 4. Provide timely notice of matters which may affect either Party’s ability to perform under the 151 Agreement. 152 June 9, 2020 Item #10 Page 91 of 286 ARTICLE 2. 153 TERM OF AGREEMENT 154 2.1 TERM AND OPTION TO EXTEND 155 The Term of this Agreement shall commence July 1, 2022 (Commencement Date) and continue in full force 156 for a period of approximately ten (10) years, through and including June 26, 2032, unless the Agreement 157 is extended in accordance with this Section or terminated pursuant to Section 10.2. 158 At City’s sole discretion, this Agreement may be extended one or more times without amendment for a 159 period of no more than five (5) additional years for a total Term that does not extend beyond June 30, 160 2037. If City desires to extend the Agreement, City shall provide the Contractor with written notice of its 161 decision to extend the Agreement at least one (1) year before the expiration of the initial Term and at 162 least six (6) months before the expiration of any extended term. Such notice by City shall specify the 163 duration of the extension. 164 Between the Effective Date and Commencement Date, Contractor shall perform all activities necessary to 165 prepare itself to start providing services required by this Agreement on the Commencement Date. 166 2.2 CONDITIONS TO EFFECTIVENESS OF AGREEMENT 167 The obligation of City to permit this Agreement to become effective and to perform its undertakings 168 provided for in this Agreement is subject to the satisfaction of all the conditions below, each of which may 169 be waived, in written form only, in whole or in part by City. 170 A. Accuracy of Representations. The Contractor’s representations and warranties made in 171 Contractor’s Proposal and Article 11 of this Agreement are true and correct on and as of the 172 Effective Date. 173 B. Furnishings of Insurance and Performance Bond. Contractor has furnished evidence of the 174 insurance and performance bond required by Article 9 that is satisfactory to the City. 175 C. Absence of Litigation. To the best of Contractor's knowledge, after reasonable investigation, 176 there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or 177 governmental authority, commission, board, agency or instrumentality decided, pending or 178 threatened against Contractor wherein an unfavorable decision, ruling or finding, in any single 179 case or in the aggregate, would: 180 1. Materially adversely affect the performance by Contractor of its obligations hereunder; 181 2. Adversely affect the validity or enforceability of this Agreement; or, 182 3. Have a material adverse effect on the financial condition of Contractor, or any surety or 183 entity guaranteeing Contractor's performance under this Agreement. 184 D. Permits Furnished. Contractor has provided City with copies of all permits necessary for operation 185 of all Approved Facilities owned or operated by Contractor or any Subcontractor for use under 186 the terms of this Agreement. 187 June 9, 2020 Item #10 Page 92 of 286 E. Legal Challenge. Contractor understands and acknowledges that the award of this Agreement and 188 related decisions may be subject to review and repeal by the City’s citizens through a referendum 189 or similar petition, and to various types of legal and environmental challenges (such referenda, 190 similar petition and legal and environmental challenges being referred to collectively as “Legal 191 Challenges”). Accordingly, this Agreement shall not become effective until the City reasonably 192 determines that (1) any Legal Challenges that had been initiated as of the time of such 193 determination have been resolved in favor of the City’s award of this Agreement to Contractor; 194 and (2) the deadline to initiate any additional Legal Challenges has expired; provided, however, 195 that Contractor shall be entitled to rescind this Agreement upon thirty (30) days’ prior written 196 notice to the City if such determination is not made by {Insert Date}. 197 ARTICLE 3. 198 SCOPE OF AGREEMENT 199 3.1 SUMMARY SCOPE OF SERVICES 200 The Contractor or its Subcontractor(s) shall be responsible for the following: 201 A. For a three-Container system: Providing a three-Container Collection program for the separate 202 Collection of Recyclable Materials, Organic Materials, and Solid Waste generated by and placed 203 for Collection by Customers pursuant to the requirements of Article 4 and Exhibit B. 204 For a four-Container system: Providing a four-Container Collection program for the separate 205 Collection of Recyclable Materials, Yard Trimmings, Food Waste, and Solid Waste generated by 206 and placed for Collection by Customers pursuant to the requirements of Article 4 and Exhibit B. 207 {Note to proposers: Proposers shall submit a proposal for a three-Container (base proposal) and a 208 four-Container system (required proposal alternative). While some areas highlight the differences 209 between a three- and four-Container system, the draft franchise agreement is structured for a 210 three-Container system, and additional customization will be necessary if a four-Container system 211 is selected. The agreement will be modified to match the proposed Container system based on the 212 City’s selection.} 213 B. Transporting Collected materials to the appropriate Approved Facilities pursuant to requirements 214 of Article 4 and Exhibit B; 215 C. Processing Collected Recyclable Materials and Organic Materials at the appropriate Approved 216 Facilities pursuant to the requirements of Article 4 and Exhibit B; 217 D. Performing all other services required by this Agreement including, but not limited to, Customer 218 billing, public education, Customer service, contamination monitoring, record keeping, and 219 reporting pursuant to Articles 4 and 6 and Exhibits C (Public Education & Outreach) and D 220 (Reporting); 221 E. Furnishing all labor, supervision, vehicles, Containers, other equipment, materials, supplies, and 222 all other items and services necessary to perform its obligations under this Agreement; 223 F. Paying all expenses related to provision of services required by this Agreement including, but not 224 June 9, 2020 Item #10 Page 93 of 286 limited to, taxes, regulatory fees (including City fees), and utilities; 225 G. Performing or providing all services necessary to fulfill its obligations in full accordance with this 226 Agreement at all times using best industry practice for comparable operations; and, 227 H. Complying with all Applicable Laws. 228 The enumeration and specification of particular aspects of service, labor, or equipment requirements shall 229 not relieve Contractor of the duty to perform all other tasks and activities necessary to fulfill its obligations 230 under this Agreement, regardless of whether such requirements are enumerated elsewhere in the 231 Agreement, unless excused in accordance with Section 10.7. 232 3.2 USE OF APPROVED FACILITIES 233 The Contractor, without constraint and as a free-market business decision in accepting this Agreement, 234 agrees to use the Approved Facilities for the purposes of Processing and/or Disposing of all Recyclable 235 Materials, Organic Materials, Solid Waste, and other materials Collected in the City. Use of a facility must 236 be approved, in writing, by the City prior to use consistent with the requirements of Article 4. Such 237 decision by Contractor in no way constitutes a restraint of trade notwithstanding any Change in Law 238 regarding flow control limitations or any definition thereof. 239 3.3 SUBCONTRACTING 240 Contractor shall not engage any Subcontractors for Collection, Transportation, or Processing of Recyclable 241 Materials, Organic Materials, or Solid Waste services without the prior written consent of City Contract 242 Manager. As of the Effective Date of this Agreement, City has approved Contractor’s use of those 243 subcontractors identified in Contractor’s Proposal, included herein as Exhibit G5. If the Contractor plans 244 to engage other affiliated or related party entities in the provision of services, Contractor shall provide 245 City Contract Manager with thirty (30) days written notification of its plans and provide an explanation of 246 any potential impacts related to the quality, timeliness, or cost of providing services under this 247 Agreement. All insurance documents must be reviewed and approved by the City’s Risk Manager prior to 248 City acceptance. Contractor shall require that all Subcontractors file insurance certificates with the City, 249 name City as an additional insured, and comply with all material terms of this Agreement. 250 3.4 RESPONSIBILITY FOR MATERIALS 251 Once Recyclable Materials, Organic Materials, and/or Solid Waste are placed in the Contractor’s 252 Containers and at the Collection location, the responsibility for their proper handling shall transfer directly 253 from the Generator to Contractor, with the exception of Excluded Waste if the Contractor can identify the 254 Generator pursuant to Section 5.8.B. Once Recyclable Materials, Organic Materials, and/or Solid Waste 255 are deposited by Contractor at the appropriate Approved Facility, such materials shall become the 256 responsibility of the Owner or operator of the Approved Facility except for Excluded Waste pursuant to 257 Section 5.8.C. 258 Responsibility for Excluded Waste that has been inadvertently Collected by the Contractor shall remain 259 with the Contractor if it cannot identify the Generator, and Contractor shall assume all responsibility for 260 its proper Disposal. 261 June 9, 2020 Item #10 Page 94 of 286 3.5 CITY-DIRECTED CHANGES TO SCOPE 262 City may require a proposal from Contractor to establish the scope of any modification to existing services 263 (which may include use of Approved Facilities) to be provided under this Agreement. In such case, 264 Contractor shall present, within thirty (30) calendar days of City’s request, unless an alternate schedule is 265 mutually agreed-upon, a written proposal to provide such modified or additional services. City shall review 266 the Contractor’s proposal for the change in scope of services. City and Contractor may meet and confer 267 to negotiate Contractor’s proposed revisions and costs and shall amend this Agreement, as appropriate, 268 to reflect the mutually agreed-upon changes in scope. If the City and Contractor are unable to agree on 269 terms and conditions, including compensation adjustments, of such services within ninety (90) calendar 270 days from City receipt of Contractor’s proposal for such services, the City may permit other Persons to 271 provide such services. Nothing herein shall prevent the City from soliciting cost and operating information 272 from other Persons in order to inform the City’s evaluation of Contractor’s proposal. 273 At any time during the Term of this Agreement, the City may solicit proposals from other Persons for 274 services not contemplated under this Agreement. In the event that contracting with other Persons for 275 such services will reduce Contractor’s compensation under this Agreement, as described in Article 8, the 276 Contractor shall be offered the opportunity to match any other Person’s proposed pricing, and retain the 277 added scope of services. However, nothing in this Agreement shall prevent the City from contracting with 278 other Persons in the event that Contractor is unable or unwilling to provide such services at or below the 279 cost proposed by the other Person. 280 ARTICLE 4. 281 SCOPE OF SERVICES 282 Contractor shall perform the Recyclable Materials, Organic Materials, Solid Waste, and Bulky Item services 283 described in this Article 4. This Article 4 describes the general requirements for the services to be 284 provided. More specific requirements for how each service shall be provided to each Customer Type are 285 described in Exhibit B. Failure to specifically require an act necessary to perform the service does not 286 relieve Contractor of its obligation to perform such act. 287 {Note to Proposers: References to Subcontractors in this Article will be updated based on the proposed 288 Processing Facility ownership.} 289 4.1 RECYCLABLE MATERIALS 290 A. Collection. Contractor shall provide Recyclable Materials Collection services as described in 291 Exhibit B. 292 B. Transfer. {Note to Proposers: If a Transfer Station will be used to consolidate Recyclable Materials 293 for Transport to the Approved Recyclable Materials Processing Facility the following paragraph 294 will be used. If no Transfer services will be required, the paragraph will be deleted.} Contractor 295 plans to Transport Recyclable Materials to the Approved Transfer Facility where the materials will 296 be unloaded from Collection vehicles and loaded into large-capacity vehicles and Transported to 297 the Approved Recyclable Materials Processing Facility. Contractor shall keep all existing permits 298 and approvals necessary for use of the Approved Transfer Facility in full regulatory compliance. 299 Upon request, Contractor shall provide copies of facility permits and/or notices of violations 300 (obtained from its Transfer Facility Subcontractor if necessary) to City Contract Manager. If the 301 June 9, 2020 Item #10 Page 95 of 286 Contractor is unable to use the Approved Transfer Facility, then the Contractor shall be 302 responsible for making other Transportation arrangements. In such event, Contractor shall not be 303 compensated for any additional costs. If the Contractor plans to change its Transfer method, 304 Contractor shall obtain written approval from the City prior to making the change. 305 C. Processing. Contractor shall Transport and deliver all Source Separated Recyclable Materials 306 placed in Recyclable Material Containers in the City to the Approved Recyclable Materials 307 Processing Facility. All tipping fees and other costs associated with Transporting to and Processing 308 of such Recyclable Materials at the Approved Recyclable Materials Processing Facility and 309 Disposing of the Residue as required in Section 4.1.E below shall be paid by Contractor. 310 Contractor guarantees sufficient capacity at the Approved Recyclable Materials Processing Facility 311 to Process all Source Separated Recyclable Materials Collected by Contractor under this 312 Agreement throughout the Term of the Agreement. 313 Contractor shall keep all existing permits and approvals necessary for use of the Approved 314 Recyclable Materials Processing Facility in full regulatory compliance. Upon request, Contractor 315 shall provide copies of facility permits and/or notices of violations (obtained from its Processing 316 Facility Subcontractor if necessary) to City Contract Manager. 317 If Contractor is unable to use the Approved Recyclable Materials Processing Facility due to an 318 event that meets the requirements for excusing Contractor from performance of this specific 319 obligation as described in Section 10.7, Contractor shall use an alternative Processing Facility 320 provided that the Contractor provides written notice to City Contract Manager. Within forty-eight 321 (48) hours of such emergency or sudden and unforeseen closure, the Contractor shall provide a 322 written description of the reasons the use of the Approved Recyclable Materials Processing 323 Facility is not feasible and the period of time Contractor proposes to use the alternative Processing 324 Facility. Such a change in Processing Facility shall be temporarily permitted until such time as the 325 City Contract Manager is able to consider and respond to the use of the proposed alternative 326 Processing Facility. If the use of the proposed alternative Processing Facility is anticipated to or 327 actually does exceed thirty (30) days in a consecutive twelve (12)month period, the use of such 328 Processing Facility shall be subject to approval by the City Contract Manager. The City Contract 329 Manager may, in their sole discretion, approve, conditionally approve, temporarily approve, or 330 disapprove of the use of the proposed alternative Processing Facility. If the City disapproves the 331 use of the proposed alternative Processing Facility, the Parties shall meet and confer to determine 332 an acceptable Processing Facility. 333 If the use of an alternative Processing Facility is for reasons within Contractor’s, or its Processing 334 Facility Subcontractor’s control, Contractor’s Compensation shall not be adjusted for any change 335 in Transportation and Processing costs associated with use of the alternative Processing Facility. 336 However, if the use of an alternative Processing Facility is due to reasons beyond Contractor’s or 337 its Subcontractor’s control, then City shall adjust, either up or down, Contractor’s Compensation 338 for changes in Transportation and Processing costs associated with the use of the alternative 339 Processing Facility. The performance of Recyclable Materials commodity markets shall not be 340 considered an acceptable basis for use an alternative Processing Facility nor shall it serve as the 341 basis for any adjustment in Contractor’s compensation under this Agreement, other than as 342 specifically contemplated in Exhibit E to this Agreement. If the change in the Processing Facility 343 results in increased costs, City may identify and direct Contractor to an alternative Processing 344 June 9, 2020 Item #10 Page 96 of 286 Facility, without additional compensation to Contractor, which results in less cost than the 345 Contractor-identified alternative. 346 Except for the emergency conditions described in this section, Contractor shall not change its 347 selection of the Approved Recyclable Materials Processing Facility without City’s written approval, 348 which may be withheld in the City’s sole discretion. If Contractor elects to use a Recyclable 349 Materials Processing Facility that is different than the initial Approved Recyclable Materials 350 Processing Facility, it shall request written approval from the City Contract Manager sixty (60) 351 calendar days prior to use of the site and obtain City’s written approval no later than ten (10) 352 calendar days prior to use of the site. Failure to meet the requirements of this Section shall result 353 in Liquidated Damage as identified in Exhibit F. 354 Contractor shall observe and comply with all regulations in effect at the Approved Recyclable 355 Materials Processing Facility and cooperate with and take direction from the operator thereof 356 with respect to delivery of Recyclable Materials. Contractor shall actively work with the Approved 357 Recyclable Materials Processing Facility operator throughout the Term of this Agreement to 358 ensure that contamination of the Recyclable Materials Collected under this Agreement and 359 delivered to the Processing Facility remains below the limits established by Applicable Law 360 including, without limitation, SB 1383. 361 D. Marketing. The Contractor shall be responsible for marketing Recyclable Materials Collected in 362 City that are delivered for Processing at Contractor’s Approved Recyclable Materials Processing 363 Facility. Contractor’s marketing strategy shall promote the highest and best use of materials 364 presented in the waste management hierarchy established by AB 939. Where practical, the 365 marketing strategy should include use of local, regional, and domestic markets for Recyclable 366 Materials. 367 E. Residue Disposal. Residue from the Processing of Source Separated Recyclable Materials 368 Collected under this Agreement at Contractor’s Approved Recyclable Materials Processing 369 Facility, which cannot be marketed, shall be Disposed of by Contractor, or the Processing Facility 370 Subcontractor. Residue delivered for Disposal shall not include any Excluded Waste. 371 4.2 ORGANIC MATERIALS 372 A. Collection. Contractor shall provide Organic Materials Collection services as described in Exhibit 373 B. 374 B. Transfer. {Note to Proposers: If a Transfer Station will be used to consolidate Residential or 375 Commercial Organic Materials for Transport to the Approved Organic Materials Processing Facility 376 the following paragraph will be used. If no Transfer services will be required, the paragraph will 377 be deleted.} Contractor plans to Transport {Residential/Commercial} Organic Materials to the 378 Designated Transfer Facility where the materials will be unloaded from Collection vehicles and 379 loaded into large-capacity vehicles and Transported to the Approved Organic Materials Processing 380 Facility. Contractor shall keep all existing permits and approvals necessary for use of the 381 Designated Transfer Facility in full regulatory compliance. 382 C. Processing. 383 {Note to proposers: Proposers shall submit a proposal for a three-Container (base proposal) and a 384 June 9, 2020 Item #10 Page 97 of 286 four-Container system (required alternative proposal). Organics Processing Proposers may 385 propose one or both of two (2) organic material processing options: (1) Organic Processing 386 facility(ies) to process source separated Food Waste and Yard Trimmings separately (collected in 387 a four Container system); and, (2) Organic Processing facility to process commingled Food Waste 388 and Yard Trimmings (collected in a three Container system). While some areas highlight the 389 differences between a three- and four-Container system, the draft franchise agreement is 390 structured for a three-Container system, and additional customization will be necessary if a four-391 Container system is selected. The agreement will be modified to match the proposed Container 392 system based on the City’s selection.} 393 1. General. Contractor shall Transport and deliver all Source Separated Organic Materials 394 placed in Organic Material Containers in the City to the Approved Organic Materials 395 Processing Facility. All tipping fees and other costs associated with Transporting such 396 Organic Materials to the Approved Organic Materials Processing Facility and Disposing of 397 the Residue as required in Section 4.2.E below shall be paid by Contractor. 398 i. Capacity Guarantee. Contractor guarantees sufficient capacity at the 399 Approved Organic Materials Processing Facility to Process all Source 400 Separated Commercial Organic Materials Collected by Contractor under 401 this Agreement throughout the Term of the Agreement. 402 ii. Compliance with Regulatory Requirements and Applicable Law. 403 Contractor shall keep all existing permits and approvals necessary for use 404 of the Approved Organic Materials Processing Facility in full regulatory 405 compliance. Upon request, Contractor shall provide copies of facility 406 permits and/or notices of violations (obtained from its Processing Facility 407 Subcontractor if necessary) to City Contract Manager. 408 iii. Notification of Emergency Conditions. Each Approved Facility shall notify 409 the Jurisdiction of any unforeseen operational restrictions that have been 410 imposed upon the Facility by a regulatory agency or any unforeseen 411 equipment or operational failure that will temporarily prevent the Facility 412 from Processing the Discarded Materials Collected under this Agreement. 413 iv. Approved Facility(ies) Unavailable/Use of Alternative Facility(ies). If 414 Contractor is unable to use the Approved Organic Materials Processing 415 Facility due to an event that meets the requirements for excusing 416 Contractor from performance of this specific obligation as described in 417 Section 10.7, Contractor shall use an alternative Processing Facility 418 provided that the Contractor provides written notice to City Contract 419 Manager. Within forty-eight (48) hours of emergency or sudden and 420 unforeseen closure, the Contractor shall provide a written description of 421 the reasons the use of the Approved Commercial Organic Materials 422 Processing Facility is not feasible and the period of time Contractor 423 proposes to use the alternative Processing Facility. Such a change in 424 Processing Facility shall be temporarily permitted until such time as the 425 City Contract Manager is able to consider and respond to the use of the 426 proposed alternative Processing Facility. If the use of the proposed 427 June 9, 2020 Item #10 Page 98 of 286 alternative Processing Facility is anticipated to or actually does exceed 428 thirty (30) days in a consecutive twelve (12) month period, the use of such 429 Processing Facility shall be subject to approval by the City Contract 430 Manager. The City Contract Manager may, in their sole discretion, 431 approve, conditionally approve, temporarily approve, or disapprove of 432 the use of the proposed alternative Processing Facility. If the City 433 disapproves the use of the proposed alternative Processing Facility, the 434 Parties shall meet and confer to determine an acceptable Processing 435 Facility. 436 If the use of an alternative Processing Facility is for reasons within 437 Contractor’s, or its Processing Facility Subcontractor’s control, 438 Contractor’s Compensation shall not be adjusted for any change in 439 Transportation and Processing costs associated with use of the 440 alternative Processing Facility. However, if the use of an alternative 441 Processing Facility is due to reasons beyond Contractor’s or its 442 Subcontractor’s control, then City shall adjust, either up or down, 443 Contractor’s Compensation for changes in Transportation and Processing 444 costs associated with the use of the alternative Processing Facility. In the 445 event that the change in the Processing Facility results in increased costs, 446 City may identify and direct Contractor to an alternative Processing 447 Facility, at the contractor’s expense, which results in less cost than the 448 Contractor-identified alternative. 449 Except for the emergency conditions described in this section, Contractor shall not change 450 its selection of the Approved Commercial Organic Materials Processing Facility without 451 City’s written approval, which may be withheld in the City’s sole discretion. If Contractor 452 elects to use an Organic Materials Processing Facility that is different than the initial 453 Approved Commercial Organic Materials Processing Facility, it shall request written 454 approval from the City Contract Manager sixty (60) calendar days prior to use of the site 455 and obtain City’s written approval no later than ten (10) calendar days prior to use of the 456 site. Failure to meet the requirements of this Section shall result in Liquidated Damage as 457 identified in Exhibit F. 458 Contractor shall observe and comply with all regulations in effect at the Approved 459 Commercial Organic Materials Processing Facility and cooperate with and take direction 460 from the operator thereof with respect to delivery of Organic Materials. Contractor shall 461 actively work with the Approved Organic Materials Processing Facility operator 462 throughout the Term of this Agreement to ensure that contamination of the Organic 463 Materials Collected under this Agreement and delivered to the Processing Facility remains 464 below the limits established by Applicable Law including, without limitation, SB 1383. 465 2. Compostable Plastics. Customers may place Compostable Plastics in the Organic 466 Materials Container for Collection, including compostable plastic bags used by Customers 467 to contain Food Waste prior to placement in the Organic Materials Container for 468 Collection. Contractor may prohibit use of Compostable Plastics to contain Yard 469 Trimmings. Contractor shall Collect and Transport such materials for processing at the 470 Approved Organic Waste Processing Facility. At least six (6) months prior to the 471 June 9, 2020 Item #10 Page 99 of 286 commencement of the Agreement, and annually thereafter, Contractor shall provide a 472 written notification to the City authorizing that the Facility has and will continue to have 473 the capability to Process and recover the Compostable Plastics throughout the term of 474 the Agreement; and the Contractor shall not revoke this authorization at any time during 475 the term of the Agreement. If the Contractor does not submit such notification, or if at 476 any time during the Term of the Agreement the Approved Organic Waste Processing 477 Facility can no longer accept and/or process Compostable Plastics, the City may assess 478 Liquidated Damages or deem such failure an event of default of the Contractor under 479 Article 10. Contractor shall notify the City within seven (7) days of the Facility’s inability 480 to accept the Compostable Plastics. The notification shall, at a minimum, include: the date 481 and a description of the reasons that the Facility is not able to Process and recover the 482 Compostable Plastics; the period of time the Facility will not Process and recover these 483 materials; and, the Contractor’s proposed plan to find an alternative Facility or 484 arrangement to Process the Compostable Plastics, subject to City approval. City may 485 prohibit or restrict the use of Compostable Plastics, with a six (6) month notice to 486 Contractor, and this shall not constitute a City-Directed Change in Scope or Change in Law 487 under this Agreement. 488 D. Marketing. The Contractor shall be responsible for marketing Commercial Organic Materials 489 Collected in the City that are delivered for Processing at the Approved Commercial Organic 490 Materials Processing Facility. Contractor’s marketing strategy shall promote the highest and best 491 use of materials presented in the waste management hierarchy established by AB 939. Where 492 practical, the marketing strategy should include use of local markets for Organic Materials. 493 E. Residue Disposal. Residue from the Processing of Commercial Organic Materials Collected under 494 this Agreement at the Approved Commercial Organic Materials Processing Facility, which cannot 495 be marketed, shall be Disposed of by Contractor, or the Processing Facility Subcontractor. Residue 496 delivered for Disposal shall not include any Excluded Waste. 497 4.3 SOLID WASTE 498 Contractor shall offer and provide Solid Waste Collection services as described in Exhibit B. 499 Contractor acknowledges that City is committed to Diverting materials from Disposal through the 500 implementation of source reduction, reuse, Recycling, Composting, and other programs, and that City 501 may implement new programs, with or without the involvement of the Contractor, that may impact the 502 overall quantity or composition of Solid Waste to be Collected by Contractor. Contractor shall not be 503 entitled to any compensation or other relief resulting from a decline in Solid Waste volumes or tonnage 504 or from a change in the composition of Solid Waste. 505 Contractor plans to Transport Solid Waste to the Designated Transfer Facility where the materials will be 506 unloaded from Collection vehicles and loaded into large-capacity vehicles and Transported to the 507 Designated Disposal Facility. Contractor shall keep all existing permits and approvals necessary for use of 508 the Approved Transfer Facility in full regulatory compliance. Upon request, Contractor shall provide copies 509 of facility permits and/or notices of violations (obtained from its Transfer Facility Subcontractor if 510 necessary) to City Contract Manager. If the Contractor is unable to use the Designated Transfer Facility, 511 then the Contractor shall be responsible for making other Transportation arrangements. In such event, 512 Contractor shall not be compensated for any additional costs. If the Contractor plans to change its Transfer 513 June 9, 2020 Item #10 Page 100 of 286 method, Contractor shall obtain written approval from the City prior to making the change. 514 Contractor shall Transport all Solid Waste Collected in City to the Designated Disposal Facility. Contractor 515 shall pay all costs associated with Transportation and Disposal of Solid Waste including payment of any 516 gate fees charged at the Designated Disposal Facility. Contractor shall observe and comply with all 517 regulations and posted rules in effect at the Designated Disposal Facility and cooperate with and take 518 direction from the operator thereof with respect to delivery of Solid Waste. 519 4.4 BULKY ITEMS AND REUSABLE MATERIALS 520 Contractor shall offer Bulky Item and Reusable Materials Collection services as described in Exhibit B. 521 Bulky Item and Reusable Materials Collection services shall be provided three (3) times per year, for up to 522 5 items, as approved by the City Contract Manager, pursuant to Exhibit B. On-call Bulky Item and Reusable 523 Materials Collection services shall be offered to Customers within one (1) Working Days of Contractor’s 524 receipt of such a Customer request for service, pursuant to Exhibit B Contractor shall make reasonable 525 efforts to schedule on-call Bulky Item and Reusable Materials Collections on a day that is convenient to 526 the Customer. Contractor shall Transport all Bulky Items or Reusable Materials Collected under this 527 Agreement to the Approved Reusable Materials Processing Facility. Contractor shall pay all costs 528 associated with Transporting and Processing Bulky Items and Reusable Materials. Contractor shall observe 529 and comply with all regulations in effect at the Approved Reusable Materials Processing Facility and 530 cooperate with and take direction from the operator thereof with respect to delivery of Bulky Items 531 and/or Reusable Materials. 532 4.5 SPECIAL EVENTS 533 Contractor shall provide Recyclable Materials, Organic Materials, and Solid Waste services to up to five 534 (5) special events per Rate Period, at no cost to the event or City. Contractor shall provide the special 535 event services to other events that are sponsored by City upon thirty (30) calendar days advance request 536 by the City Contract Manager. Special event services include all of the following unless specifically waived 537 in writing by City Contract Manager. 538 A. Event Collection Stations. Contractor shall provide and set-up event Collection stations for 539 Collection of Recyclable Materials, Organic Materials, and Solid Waste at City-sponsored special 540 events. Each event Collection station shall include a separate Cart for each of Recyclable 541 Materials, Organic Materials, and Solid Waste, as appropriate. Contractor shall provide a sufficient 542 number of event Collection stations of sufficient capacity to meet the needs of the event as 543 determined by Contractor in cooperation with the event organizer. Collection stations shall utilize 544 the same Carts used to provide services to Residential Customers, unless alternative containers 545 are approved by the City. Contractor shall provide liners/bags for the Carts at the Collection 546 stations, and shall line the Carts as a part of the station set-up. Collection stations shall include 547 adequate signs and labeling. 548 B. Collection Station Monitors. Upon request, Contractor shall provide up to six (6) Collection 549 station monitors who shall be present for the duration of each special event. Contractor shall 550 require Collection station monitors to monitor event Collection stations and educate event 551 attendees and vendors about what materials are acceptable in each Collection station Cart. The 552 City shall be responsible for transporting materials contained in event Collection stations to Drop 553 Boxes, which will subsequently be Collected by the Contractor. Station monitors will also sort 554 June 9, 2020 Item #10 Page 101 of 286 materials both at the Collection stations and at the Drop Boxes to ensure that they are properly 555 separated. 556 C. Drop Boxes. Upon request, Contractor shall provide Containers for the aggregation of material 557 removed from event Collection stations during the course of the event. Contractor shall provide 558 Containers in sufficient number of appropriate type(s) for the needs of the event as determined 559 by Contractor in cooperation with the event organizer. Contractor shall service Containers, as 560 agreed-upon with the event organizer, and deliver Collected materials to the appropriate 561 Approved Facility for Processing and/or Disposal. 562 D. Public Education Booth. Upon request of either the City Contract Manager or the event organizer, 563 Contractor shall staff a booth or exhibit at the event for the purpose of educating the public about 564 the services and programs provided by Contractor under this Agreement and the benefits of 565 source reduction, reuse, Recycling, and Composting. 566 E. Reporting. Within fourteen (14) calendar days of the end of the event, Contractor shall submit a 567 report to the City Contract Manager and event organizer. The report should include, at a 568 minimum: the number of event collection stations deployed at the event, the number of 569 collection station monitors, the tonnage of each material type (i.e., Recyclable Materials, Organic 570 Materials, and Solid Waste) collected, and a description of the public education provided at the 571 event. 572 Contractor may, at its sole discretion and expense, coordinate with local youth, community, or charitable 573 organizations to provide some or all of the required services. Regardless of Contractor’s use of such an 574 organization, Contractor shall be responsible for ensuring that service is provided to the Customer in a 575 professional and timely manner. 576 For special events which are not identified in Exhibit B5 or otherwise hosted or sponsored by the City, 577 Contractor shall provide the above-described special event services at the request of the event organizer 578 and may negotiate the charges for such services with the event organizer based on the specific needs of 579 the event. 580 4.6 PUBLIC EDUCATION AND OUTREACH 581 The public education and outreach activities included in the scope of services provided by Contractor 582 under this Agreement are described in Exhibit C. Contractor shall produce and distribute public education 583 and outreach materials upon City request, and contribute any remaining funds in Contractor’s annual 584 public education budget to the City to support the City’s public education and outreach efforts. 585 A. Program Objectives. The City shall be responsible for designing and conducting a public education 586 and outreach program, and the Contractor shall be responsible for the production and distribution 587 of all materials under this program in accordance with this Agreement. The City’s public education 588 and outreach strategy shall focus on improving Generator understanding of the benefits of and 589 opportunities for source reduction, Reuse, and Landfill Disposal reduction and supporting 590 compliance with applicable laws and regulations, including, but not limited to AB 341, AB 1826, 591 and SB 1383. Examples of goals of the City-provided public education and outreach program 592 include, but are not limited to: (i) informing Generators about the services that are provided under 593 this Agreement with specific focus on describing the methods and benefits of source reduction, 594 Reuse, Recycling, and Composting; (ii) instructing Generators on the proper method for placing 595 June 9, 2020 Item #10 Page 102 of 286 materials in Containers for Collection and setting Containers out for Collection, with specific focus 596 on minimizing contamination of Recyclable Materials and Organic Materials; (iii) clearly defining 597 Excluded Waste and educating Generators about the hazards of such materials and their 598 opportunities for proper handling; (iv) discouraging Generators from buying products if the 599 product and its packaging are not readily reusable, Recyclable, or compostable; (v) informing 600 Generators subject to Food Recovery requirements under SB 1383 of their obligation to recover 601 Edible Food and actions they can take to prevent the creation of Food Waste; (vi) encouraging the 602 use of Compost and recovered Organic Waste products; and, (vii) encouraging Generators to 603 purchase products/packaging made with Recycled content materials. The cumulative intended 604 effect of these efforts is to reduce generation of Solid Waste and, ultimately, Disposal of Solid 605 Waste by each Generator in the City, and Contractor agrees to support and not undermine or 606 interfere with such efforts. 607 B. Contractor Public Education Requirements. Contractor agrees to print, produce, and distribute 608 education materials and conduct outreach, as required by the City, based on the City’s adopted 609 program, the extent of these requirements may be similar to the example public education and 610 outreach requirements detailed in Exhibit C. 611 Contractor acknowledges that they are part of a multi-party effort to operate and educate the 612 public about the regional integrated waste management system. Contractor shall cooperate and 613 coordinate with the City Contract Manager on public education activities to minimize duplicative, 614 inconsistent, or inappropriately timed education campaigns. 615 Contractor shall obtain approval from the City Contract Manager on all Contractor-provided 616 advertising, promotional, or service-related materials used within the City before publication, 617 distribution, and/or release. The City Contract Manager, in their sole discretion, shall have the 618 right to deny the use of any materials or content or may request that Contractor include City 619 identification and contact information on materials and Contractor’s approval of such requests 620 shall not be unreasonably withheld. 621 4.8 BILLING 622 Contractor shall bill all Customers and be solely responsible for collecting billings at Rates set in 623 accordance with Article 8. Billing shall be performed on the basis of services rendered and this Agreement 624 shall create no obligation on the part of any Person on the sole basis of the ownership of property. 625 Individual contracts between Contractor and a Customer for services provided under this Agreement shall 626 be prohibited. 627 {Note to Proposer: The City currently performs residential billing. The City’s intent is to transition all billing 628 to the Contractor. The language below describes the desired future system. Some language may need to 629 be added to describe the billing transition and obligations of the parties around that.} 630 Contractor shall bill all Single-Family Residential Customers monthly in advance of services provided. 631 Contractor shall bill all Commercial and Multi-Family Customers for scheduled and regularly recurring 632 services on a monthly basis in advance of services provided. Contractor shall bill Customers for any on-633 call and/or non-recurring services no more frequently than monthly and may only bill for services provided 634 during the previous month. Contractor shall remit invoices to Customers no earlier than the twentieth 635 (20th) day of the month proceeding the period for which service is being billed. 636 June 9, 2020 Item #10 Page 103 of 286 Contractor shall develop, maintain, and regularly u a Customer Account Information database, which shall 637 include but is not limited to: 638 i. Customer name; 639 ii. Phone number; 640 iii. Service address; 641 iv. Email address; and, 642 v. Customer service levels, including: 643 a. Customer service levels exceptions, and, 644 b. Customer service waivers. 645 Contractor shall make such database available, upon no more than five (5) Working Days request from 646 the City Contract Manager, in accordance with this Section and Section 6.1. Contractor shall additionally, 647 on an annual basis, reconcile all Customer accounts with City’s GIS information. Failure to maintain 648 database in accordance with this Section shall result in Liquidated Damages as identified in Exhibit F. 649 {Note to Proposer: The City prefers that Customers are billed electronically. Contractor to propose 650 incentivized electronic billing options.} 651 Contractor shall bill Customers electronically using paperless invoices, however Contractor shall bill 652 Customers who decline or are otherwise unable to provide email contact information by standard mail, 653 using standard (paper) invoices. Contractor shall permit Customers the ability to pay their bills through an 654 electronic check or credit card and include the ability for Customer billings to be automatically charged 655 on a recurring basis. Contractor shall prepare, mail, and collect bills from Customers who decline to use 656 such internet-based billing system. Contractor shall make arrangements to allow such Customers to pay 657 bills by cash, check, electronic check, money order, and credit card. 658 Up to twelve (12) times per calendar year, City may direct Contractor to attach inserts to Customer 659 invoices. Contractor shall provide electronic bill inserts to customers who are billed electronically, and 660 paper bill inserts to customers who receive paper bills. Electronic bill inserts/attachments must be readily 661 available for the Customer to view upon receipt of the invoice (attachments shall not be provided as links). 662 Upon City request for such attachments, Contractor shall comply with such request during its next billing 663 cycle for the targeted Customer group. Contractor shall perform this service with no additional 664 requirement for compensation. 665 Contractor shall maintain copies of all billings and receipts, each in chronological order, for the Term of 666 this Agreement, for inspection and verification by the City Contract Manager at any reasonable time but 667 in no case more than thirty (30) calendar days after receiving a request to do so. 668 Contractor shall be responsible for collection of payment from Customers with past due accounts (“bad 669 debt”) in accordance with this Section 4.8. Contractor shall make reasonable efforts to obtain payment 670 from delinquent accounts through issuance of late payment notices, telephone requests for payments, 671 and assistance from collection agencies. 672 June 9, 2020 Item #10 Page 104 of 286 Monthly Customer invoices shall be due thirty (30) calendar days from the first day of the billing period. 673 In the event that any account becomes more than thirty (30) calendar days past due, Contractor shall 674 notify such Customer of the delinquency via written correspondence, instructing the Customer that 675 unpaid bills which become more than forty-five (45) calendar days delinquent may be assessed a one and 676 one half percent (1.5%) late fee per month. Contractor shall provide a second written notice of 677 delinquency to any account which becomes more than sixty (60) calendar days past due, and a third 678 written notice of delinquency to any account which becomes more than ninety (90) calendar days past 679 due. Should any account become more than one hundred and twenty (120) calendar days past due, 680 Contractor may discontinue providing service to the Customer. No less than seven (7) calendar days prior 681 to discontinuing service to a Customer, Contractor shall notify the City Contract Manager of the address, 682 Service Level, service frequency, and delinquent billing amount. Contractor may withhold service from a 683 delinquent account until past delinquencies are paid in full. Upon restoring service to a previously 684 delinquent account, Contractor may require a deposit from the Customer not to exceed one (1) month’s 685 billings at the Customer’s Service Level. 686 If Contractor fails to invoice a Customer, or otherwise under-charges a customer for services provided for 687 more than six months, Contractor may not subsequently attempt to collect the under-charged amount 688 for more than six months of service. If Contractor over-charges a Customer for a period of more than six 689 months, Contractor shall reimburse or credit the Customer for at least six months of the over-charged 690 service, but is not required by this Agreement to reimburse or credit the Customer for more than six 691 months of overcharges. This Agreement also does not prohibit Contractor from reimbursing or crediting 692 a Customer for more than six months of overcharges. 693 If a Customer reduces or cancels service during a billing cycle, the Customer shall be entitled to a proration 694 of the billing from the date that the service change was requested, in the case of cancellations or 695 reductions in the Customer’s bill, or the date the service change was fulfilled, in the case of increases in 696 the Customer’s bill. 697 4.9 CUSTOMER SERVICE PROGRAM 698 4.9.1 Program Requirements 699 A. Availability of Representatives. A representative of the Contractor who is knowledgeable of the 700 service area, services, and rates shall be available from 8 a.m. to 5 p.m. Monday through Friday 701 to communicate with the public by telephone. Contractor shall maintain a local or toll-free 702 telephone number which it shall publicize. Contractor shall also maintain an after-hours 703 telephone number allowing twenty-four (24) hour per day access to Contractor management by 704 City Contract Manager in the event of an emergency involving Contractor’s equipment or services 705 including, but not necessarily limited to, fires, blocked access, or property damage. 706 B. Telephone. City shall secure, and Contractor shall use, pay all costs incurred by, and maintain 707 during the Term of this Agreement, a toll-free phone number which shall serve as the primary 708 point of contact between Contractor and the public during normal business hours. Upon 709 expiration or early termination of this Agreement, the City shall retain the control of the toll-free 710 phone number. The Contractor shall provide the City with a separate emergency telephone 711 number for use by the City Contract Manager outside normal business hours. The Contractor shall 712 have contact such representative, available at the emergency telephone number during all hours 713 other than normal office hours. 714 June 9, 2020 Item #10 Page 105 of 286 Contractor shall maintain a telephone system in operation from 9 a.m. to 7 p.m. and shall have 715 sufficient equipment in place and staff a representative, or an answering service to available to 716 handle the volume of calls experienced on the busiest days and such telephone equipment shall 717 be capable of recording the responsiveness to calls. Contractor’s telephone system shall offer 718 Customers who have been placed on-hold to opt to leave a voice message or email, rather than 719 remain on-hold. If Contractor’s telephone customer service performance falls below the 720 performance standards established in Exhibit F, the City shall have the right to require Contractor 721 to increase its staffing levels and/or call handling capacity without requirement for any additional 722 compensation to the Contractor. Recording of Contractor’s responsiveness to calls shall include, 723 at a minimum, all items included in the “Service Quality and Reliability” and “Customer Service” 724 performance standards listed in Exhibit F. An answering machine or voicemail service shall record 725 Customer calls and voice messages between 7:00 p.m. and 9:00 a.m. Contractor shall provide a 726 live, not automated, call back on the same day to all Customers who leave voice messages by 5:00 727 p.m. on Working Day and shall provide a live call back by noon of the following Working Day for 728 any voice messages left after 5:00 p.m. 729 C. Web Site and Email Access. Contractor shall develop and maintain a web site that is accessible by 730 the public and solely dedicated to the operations under this Agreement in the City. Contractor’s 731 web site shall include all rates allowed to be charged under the Agreement, all public education 732 and outreach materials produced and distributed under this Agreement, and provide the public 733 the ability to e-mail Contractor questions, service requests, or Complaints. Contractor shall 734 respond the same day to all Customers who leave e-mail messages by 5:00 p.m. on a Working Day 735 and shall respond by noon of the following Working Day for any e-mail messages left after 5:00 736 p.m. Contractor may respond to Customer e-mails either via e-mail or phone. 737 4.9.2 Service Requests, Compliments, Complaints 738 Contractor shall be responsible for the prompt and courteous attention to, and prompt and reasonable 739 resolution of, all Customer service requests and Complaints. Contractor shall record, in its computer 740 system or a separate log, approved as to form by City Contract Manager, all Complaints, noting the name 741 and address of Complainant, date and time of Complaint, nature of Complaint, and nature and date of 742 resolution. The Contractor shall retain this Complaint log for the Term. Contractor shall record and 743 respond to all Complaints as communicated by the Customer, utilizing a “Customer is always right” 744 approach, shall not challenge or dispute the Customer’s assertions or Complaints, and shall always 745 prioritize Customer satisfaction. Upon request by the City Contract Manager, Contractor shall compile and 746 submit a summary statistical table of the Complaint log. 747 Contractor shall respond to all Complaints received in accordance with the requirements of Section 748 4.9.1.B, and 4.9.1.C. Complaints related to missed Collections shall be addressed in accordance with 749 Section 4.9.3. Complaints related to repair or replacement of Carts or Bins, shall be addressed in 750 accordance with Section 5.6. 751 4.9.3 Missed Collections 752 A. Missed Collection Complaints. When handling Customer Complaints related to missed or 753 incomplete Collections, Contractor shall not question or contest the Customer’s claim that the 754 Collection was missed or incomplete, even in cases where the route driver recorded the 755 Container(s) in question as already “collected” or “not out.” If Contractor believes a Customer has 756 pattern of inaccurately reporting missed Collections, Contractor may submit a request to the City 757 June 9, 2020 Item #10 Page 106 of 286 Contract Manager that the Customer be disqualified from receiving future Missed Collection 758 Rebates for a period to be determined by the City Contract Manager. Such application shall include, 759 but not be limited to: a statement explaining why Contractor believes the missed Collections were 760 inaccurately reported; documentation of the Customer’s prior Complaints and resolution thereof; 761 and, call center notes taken during the Complaint calls. 762 B. Schedule for Resolution. Contractor shall resolve every Customer Complaint of a missed or 763 incomplete Collection by returning to the Customer address and completing the Collection. For all 764 Complaints related to missed collections that are received by 3:00 p.m. on a Working Day, the 765 Contractor shall return to the Customer address and Collect the missed materials on the same 766 Working Day on which the missed Collection was reported. For those Complaints related to missed 767 Collections that are received after 3:00 p.m. on a Working Day, the Contractor shall have until the 768 end of the following Working Day to resolve the Complaint. Contractor shall pay Customer rebates 769 for late Collections in accordance with Section 5.13. Contractor’s failure to comply with this Section 770 4.9.3 may result in Liquidated Damages, in accordance with Exhibit F. 771 Contractor shall not be required to return and complete a Collection in response to a Complaint if 772 the Contractor’s driver has left a non-Collection notice in accordance with Section 5.8. 773 C. Courtesy Collections for Admitted Late Set-Outs. In the event that a Customer: (i) reports that their 774 Container(s) were placed for Collection after Contractor’s Collection vehicle had already passed the 775 Premises for regularly scheduled Collection; (ii) does not claim that Contractor missed the 776 Collection; and, (iii) requests that the Contractor return and Collect their Containers, Contractor 777 shall return to the Customer Premises and provide a courtesy Collection at no charge to the 778 Customer. Contractor is not required to provide more than three (3) courtesy Collections for 779 admitted late set-outs per Customer per calendar year. For Residential Customers, one (1) courtesy 780 Collection represents Collection of up to three (3) Carts (Recyclable Materials, Organic Materials, 781 Solid Waste) per incident. Contractor shall complete the courtesy Collection by the end of the 782 following Working Day. Contractor shall not be required to pay Missed Collection Rebates for 783 courtesy Collections not completed on the scheduled Collection day. The provisions of this Section 784 shall only apply if the Customer acknowledges, and Contractor documents in writing, that the event 785 did not constitute a missed or incomplete Collection event by the Contractor. 786 4.9.4 SB 1383 Non-Compliance Complaints 787 For complaints received in which the Person alleges that an entity is in violation of SB 1383 requirements, 788 Contractor shall document the information listed in Exhibit D. Contractor shall provide this information in 789 a brief complaint report to the City for each SB 1383-noncompliance complaint within seven (7) days of 790 receipt of such complaint, and a monthly summary report of SB 1383-non-compliance complaints in 791 accordance with Exhibit D. 792 Upon City request, Contractor shall conduct follow-up inspections and/or outreach to the violating entity, 793 and shall document the information in the reports provided pursuant to Exhibit D. 794 4.10 ACCESS TO CUSTOMER SERVICE AND BILLING SYSTEMS 795 Contractor shall provide access and any necessary training to one (1) or more City employee(s) (as 796 designated by the City) regarding the use of Contractor information systems as described in this Section. 797 Contractor shall designate one (1) member of Contractor staff to work directly with such City employee. 798 June 9, 2020 Item #10 Page 107 of 286 Contractor shall provide such City employee with access to Customer service, call center, and operations 799 information systems in order to validate Contractor performance standards, verify that Customer rebates 800 have been issued in accordance with Section 5.13, and recommend changes to Customer Service Levels 801 to resolve service issues or otherwise address Customer needs. If recommended Service Level changes 802 are made, the designated City staff will work with Contractor’s route manager to make such changes, 803 which shall not be denied by Contractor except for reasons related to Customer, route driver, and/or 804 equipment safety. Contractor shall also provide access to Customer contact information (including email 805 addresses) for purposes of City-provided public education and outreach activities. In addition, Contractor 806 shall ensure that the City Contract Manager and any other City staff, as requested by the City, have read-807 only access to all service order, billing, and Customer service records in Contractor’s internal information 808 systems. Such read-only access is intended to provide the City the ability to review notes related to 809 Customer service and/or billing issues. 810 4.11 SERVICE EXEMPTIONS 811 4.11.1 General Exemptions 812 Upon Customer request, and with written approval from the City Contract Manager, Contractor shall 813 cease providing, and collecting payment for, Collection services to a Premises which is anticipated to be 814 vacant for no less than thirty 30 days. In addition, upon written direction from the City Contract Manager, 815 Contractor shall modify or otherwise cease providing Collection services to Customers requesting other 816 service exemptions, provided that such Customers consistently demonstrate the ability to responsibly 817 manage Discarded Materials generated at the Premises in question, in a manner consistent with 818 Applicable Law. 819 4.11.2 Commercial and Multi-Family Customer Waivers 820 A. General. The City may grant waivers described in this Section to Commercial or Multi-Family 821 Generators that impact the scope of Contractor’s provision of service for those Customers. Waivers 822 issued shall be subject to compliance with SB 1383 requirements, pursuant to 14 CCR Section 823 18984.11, or other requirements specified by the City. 824 B. Types of Generator Waivers 825 1. De Minimis Waivers. The City may waive a Commercial business’ or Multi-Family property’s 826 obligation to comply with some or all of the Recyclable Materials and Organic Materials 827 requirements set forth in this Agreement, SB 1383, and of the Municipal Code if the Generator 828 provides documentation or the City has evidence demonstrating one of the following de 829 minimis conditions: 830 a. The Commercial or Multi-Family Generator’s total Discarded Materials Collection 831 service is two (2) cubic yards or more per week, and Organic Waste subject to Collection 832 in a Recyclable Materials Container or Organic Materials Container comprises less than 833 twenty (20) gallons per week, per applicable Container, of the Commercial business’ 834 total waste; or, 835 b. The Commercial or Multi-Family Generator’s total Discarded Materials Collection 836 service is less than two (2) cubic yards per week, and Organic Waste subject to 837 Collection in a Recyclable Materials Container or Organic Materials Container comprises 838 June 9, 2020 Item #10 Page 108 of 286 less than ten (10) gallons per week, per applicable Container, of the Commercial 839 business’ total waste. 840 2. Physical Space Waivers. The City may waive a Commercial or Multi-Family Generator’s 841 obligation to comply with some or all of the Recyclable Materials and Organic Materials 842 requirements set forth in this Agreement, SB 1383, and the Municipal Code if the Commercial 843 or Multi-Family Generator provides documentation, or the City has evidence from its staff, 844 the Contractor, licensed architect, engineer, or similarly qualified source demonstrating that 845 the Premises lacks adequate space for Recyclable Materials Containers and/or Organic 846 Materials Containers. 847 C. Contractor Review of Waiver Requests. Generators may submit requests for de minimis waivers 848 and physical space waivers to the City, and the City may request the Contractor’s assistance in 849 reviewing such waivers. Upon the request of the City, Contractor shall within seven (7) days of 850 receipt of the City’s request, inspect the Generator’s Premises to verify the accuracy of the 851 application. Contractor shall provide documentation of the inspection, including the date of the 852 inspection, Customer name and address, a description of the Premises, evaluation of each criterion 853 of the relevant waiver type, and photographic evidence. The Contractor shall send this information 854 and documentation to the City in a timely manner, not to exceed three (3) days after the date of 855 inspection. The City ultimately retains the right to approve or deny any application, regardless of 856 the information provided by the Contractor. Contractor shall report information regarding waivers 857 reviewed within the month, if any, in accordance with Exhibit D and Section 4.8. 858 D. Service Level Updates. When the City grants a waiver to a Customer, or the Customer’s waiver 859 status changes after a re-verification determination, the City shall notify the Contractor within seven 860 (7) days of the waiver approval or status change with information on the Customer and any changes 861 to Service Level or Collection service requirements for the Customer. Contractor shall have seven 862 (7) days to modify the Customer’s Service Level, Customer account data, and billing statement, as 863 needed. 864 E. Waiver Re-verification. The City shall be responsible for re-verification of waivers. Upon request of 865 the City, the Contractor shall support the City in this re-verification process by providing requested 866 Customer information as per customer database requirements in Section 4.8 In the event that a 867 waiver status changes, Contractor shall update the Customer’s information and Service Level in 868 accordance with subsection 4.11.2.D above. 869 4.11.3 Contractor Service Exemptions 870 A. Disaster Waivers. In the event of a disaster, the City may grant Contractor a waiver of some or all 871 Discarded Materials Collection requirements under this Agreement and 14 CCR, Division 7, Chapter 872 12, Article 3 in the disaster-affected areas for the duration of the waiver, provided that such waiver 873 has been approved by CalRecycle. Any resulting changes in Collection requirements shall be 874 addressed as a change in scope in accordance with Section 3.5. 875 B. Removal of Material from Homeless Encampments and Illegal Disposal Sites. The Contractor may, 876 but is not required to, separate or recover Organic Waste that City removes from homeless 877 encampments and illegal disposal sites as part of an abatement activity to protect public health and 878 safety. Contractor shall report the amount of Discarded Materials removed for Disposal from 879 homeless encampments and illegal disposal sites, in accordance with Exhibit D. 880 June 9, 2020 Item #10 Page 109 of 286 C. Quarantined Waste. If approved by the City, the Contractor may Dispose of, rather than process, 881 specific types of Organic Materials and/or Recyclable Materials that are subject to quarantine and 882 meet the requirements described in 14 CCR Section 18984.13(d) for a period of time specified by 883 the City or until the City provides notice that the quarantine has been removed and directs 884 Contractor to Transport the materials to the Approved Facilities for such material. 885 In accordance with Exhibit D, the Contractor shall maintain records and submit reports regarding 886 compliance agreements for quarantined Organic Materials and Recyclable Materials that are 887 Disposed of pursuant to this subsection. 888 4.12 CONTAMINATION MONITORING 889 4.12.1 Annual Route Reviews 890 A. Methodology. The Contractor shall, at its sole expense, conduct Route reviews of Containers for 891 Prohibited Container Contaminants in a manner that meets the requirements of this Section; is 892 approved by the City; and results in all Routes being reviewed at least annually. 893 {Note to proposers: This section assumes a three- Container system. If using a four-Container 894 system, all four Container types (Recyclable Materials, Yard Trimmings, Food Waste, and Solid 895 Waste) would need to be inspected, and this Section of the Agreement would be modified 896 accordingly} 897 The Contractor’s Route review shall include all Container types in service (Recyclable Materials, 898 Organic Materials, and Solid Waste Containers) for all Customer Types. The Containers shall be 899 randomly selected prior to beginning the Route review through use of a random number 900 generator; and the minimum number of Containers to be sampled shall be based on weekly route 901 size, as follows: 902 1 For weekly Routes with less than 1,500 Generators, the Contractor shall sample a 903 minimum of 25 Containers; 904 2. For weekly Routes with 1,500-3,999 Generators, the Contractor shall sample a 905 minimum of 30 Containers; 906 3. For weekly Routes with 4,000-6,999 Generators, the Contractor shall sample a 907 minimum of 35 Containers; and, 908 4. For weekly Routes with more than 7,000 Generators, the Contractor shall sample a 909 minimum of 40 Containers. 910 Contractor shall develop a specific Route review methodology to accomplish the above Container 911 inspection requirements and such methodology shall comply with the requirements of 14 CCR 912 Section 18984.5(b). Contractor shall submit its proposed Route review methodology for the 913 coming year to the City no later than January 15 of each year describing its proposed methodology 914 for the calendar year and schedule for performance of each Route’s annual review. Contractor’s 915 proposed Route review methodology shall include not only its plan for Container inspections, but 916 shall also include its plan for prioritizing the inspection of Customers that are more likely to be 917 out of compliance. The City and/or CalRecycle will review and approve the proposed 918 June 9, 2020 Item #10 Page 110 of 286 methodology. Contractor may commence with the proposed methodology upon approval. 919 If the City and/or CalRecycle notifies the Contractor that the methodology is inadequate to meet 920 the requirements of 14 CCR Section 18984.5(b), Contractor shall, at its sole expense, revise the 921 methodology and, after obtaining City or CalRecycle approval, conduct additional Route reviews, 922 increased Container inspections, or implement other changes using the revised procedure. If the 923 Contractor’s proposed methodology meets the requirements of 14 CCR Section 18984.5(b), but 924 has been deemed inadequate by the City, the Contractor shall, at the expense of the City, revise 925 the methodology and implement the necessary changes using the revised procedure. 926 The City’s Contract Manager may request, and Contractor shall accept, modifications to the 927 schedule to permit observation of the Route reviews by the City. In addition, Contractor shall 928 provide an email notice to the City’s Contract Manager no less than ten (10) Working Days prior 929 to each scheduled Route review that includes the specific time(s), which shall be within the City’s 930 normal business hours, and location(s). 931 B. Contamination Notification. Upon identification of Prohibited Container Contaminants in a 932 Customer’s Container, Contractor shall provide the Customer with a notice of contamination in 933 the form of either a courtesy pick-up notice or a non-collection notice as determined by the route 934 auditor. 935 C. Courtesy Pick-Up Notice. Upon identification of Prohibited Container Contaminants in a 936 Customer’s Container, Contractor shall provide the Customer a courtesy pick-up notice at the 937 Customers door or gate; or, subject to City’s approval, may deliver the notice by mail, e-mail, or 938 text message. Contractor shall also attach or adhere Courtesy Pick-Up Notice to Generators 939 contaminated containers. 940 The courtesy pick-up notification shall, at a minimum: 941 1. inform the Customer of the observed presence of Prohibited Container Contaminants; 942 2. include the date and time the Prohibited Container Contaminants were observed; 943 3. include information on the Customer’s requirement to properly separate materials 944 into the appropriate Containers, and the accepted and prohibited materials for 945 Collection in each Container; 946 4. inform the Customer of the courtesy pick-up of the contaminated materials on this 947 occasion with information that the Contractor may assess contamination Processing 948 fees and/or issue a non-Collection notice in the future; and, 949 5. include photographic evidence. 950 The format of the courtesy pick-up notice shall be approved by the City Contract Manager and 951 must be a distinct color from the non-collection notices. 952 Contractor shall Collect the contaminated Recyclable Materials and/or Organic Materials 953 Containers and either Transport the material to the appropriate Approved Facility for Processing; 954 or, Contractor may Collect the contaminated materials with the Solid Waste and Transport the 955 June 9, 2020 Item #10 Page 111 of 286 contaminated materials to the Approved Disposal Facility. A Courtesy Collection of contaminated 956 Recyclable Materials or Organic Materials where the materials are sent to the Approved Disposal 957 Facility may be made with a Solid Waste Collection vehicle, provided that the contaminants may 958 safely and lawfully be Collected as Solid Waste. 959 D. Non-Collection Notices 960 1. Non-Collection Notice. Upon identification of Prohibited Container Contaminants in a 961 Container in excess of standards agreed upon by the Parties or Excluded Waste, Contractor 962 shall provide a non-Collection notice to the Generator. 963 The non-Collection notice shall, at a minimum: 964 a. inform the Customer of the reason(s) for non-Collection; 965 b. include the date and time the notice was left or issued; 966 c. describe the premium charge to Customer for Contractor to return and 967 Collect the Container after Customer removes the Contamination; and, 968 d. provide a warning statement that a contamination Processing fee may be 969 assessed. 970 e. include photographic evidence of the violation(s). 971 2. Communications with Customer. Whenever a Container at the Premises of a Commercial or 972 a Multi-Family Customer is not Collected, Contractor shall contact the Customer on the 973 scheduled Collection day or within ___(__) hours of the scheduled Collection day by 974 telephone, email, text message, or other verbal or electronic message to explain why the 975 Container was not Collected. Whenever a Container is not Collected because of Prohibited 976 Container Contaminants, a Customer service representative shall contact the Customer to 977 discuss, and encourage the Customer to adopt proper Discarded Materials preparation and 978 separation procedures. 979 3. Contractor Return for Collection. Upon request from Customer, Contractor shall Collect 980 Containers that received non-Collection notices within one (1) Working Day of Customer’s 981 request if the request is made at least two (2) Working Days prior to the regularly scheduled 982 Collection Day. Contractor shall bill Customer for the extra Collection service event (“extra 983 pick-up”) at the applicable City-approved Rates only if Contractor notifies Customer of the 984 premium Rate for this service at the time the request is made by Customer. 985 E. Assessment of Contamination Processing Fees. If the Contractor observes 20% or more 986 Prohibited Container Contaminants and has issued a Courtesy notice or Non-Collection notice, as 987 appropriate, the Contractor may impose a contamination Rate approved by the City for that 988 Customer’s Service Level. The intent of Contamination Fees is to provide a behavioral tool to 989 educate and prevent Customers from placing Source Separated Discarded Material into the 990 improper designated Container(s). To ensure that assessment of fees are to be used for the 991 intended purposes and not as a form of revenue generation, Contractor agrees that 992 Contamination fees shall not exceed 1% of Contractor’s Gross Receipts in any calendar quarter. 993 June 9, 2020 Item #10 Page 112 of 286 In the event that Contamination fees exceed 1% of Contractor’s Gross Receipts in any calendar 994 quarter, the assessment of Contamination fees shall be suspended immediately and indefinitely 995 pending a program assessment by the City and Contractor. Upon program suspension or at the 996 request of the City at any time during the term of the Agreement, City and Contractor shall meet 997 and confer regarding the application and effectiveness of Contamination fees in accomplishing 998 the behavior change. If the program is suspended due to excessive revenue generation, the City 999 may require contractor to either: i) modify the program parameters; ii) modify the amount of the 1000 Contamination fee; or, iii) return to the City any funds generated by the Contamination fee which 1001 exceed 1% of Contractor’s Gross Receipts for a given period of time. 1002 Failure to comply with the requirements of this section shall equate to Liquated Damages in 1003 accordance in Exhibit F. 1004 Contractor shall leave a contamination Processing fee notice attached to the Generators’ 1005 contaminated Container(s). Contractor must also deliver notice by mail to the bill-payer’s address 1006 within twenty-four (24) hours of assessing the contamination fee. 1007 1. Contamination Processing Fee Notice. Contamination Processing fee notices shall be in a 1008 format approved by the City Contract Manager. Contractor shall notify the City in its 1009 monthly report of Customers for which contamination Processing fees were assessed per 1010 Section 4.12.1(F). 1011 Each Contamination Processing Fee Notice shall, at a minimum: 1012 i. describe the specific material(s) of issue; 1013 ii. explain how to correct future set outs; and, 1014 iii. indicate that the Customer will be charged a contamination 1015 Processing fee on their next bill. 1016 F. Reporting Requirements. 1017 1. Container Contaminant Log: The driver or other Contractor representative shall record 1018 each event of identification of Prohibited Container Contaminants in a written log or in the 1019 on-board computer system including, but not limited to: date, time, Customer’s address, 1020 type of Container, and maintain photographic evidence. 1021 2. Contaminant Fees Assessment Report: Additionally, on no less than a weekly basis, 1022 Contractors Contract Administrator shall update the Customer’s account records to note 1023 the contaminant event(s) as identified driver(s). Contractor shall maintain records and 1024 report to the City monthly on contamination monitoring activities and actions taken, 1025 consistent with the submittal timing and content requirements of Exhibit D. Failure to meet 1026 the requirements of this Section 4.12.1(F)(2), shall equate to Liquidated Damages as 1027 identified in Exhibit F. 1028 3. Monthly Report: The monthly report shall include, but is not limited to: list of Customers 1029 that were assessed charges; photographic evidence of each contamination event(s) where 1030 a fee(s) was assessed; verification processes to assure accurate fee assessment; date of 1031 June 9, 2020 Item #10 Page 113 of 286 notification, form(s) of notification given to Customer; list of efforts made in educating the 1032 customer that was assessed a fee; list of customer complaints in response to fee 1033 assessment; Contractor’s response and actions taken in response to Customer Complaints; 1034 and, the dollar amount of Contamination Fees assessed during the reporting period. Failure 1035 to meet the requirements of this Section 4.12.1(F)(3), shall equate to Liquidated Damages 1036 as identified in Exhibit F. 1037 4.12.2 Waste Characterization Studies 1038 A. Recyclable Materials. Contractor shall, at its sole expense, design and perform a Residue 1039 characterization of the Recyclable Materials Processed at the Approved Recyclable Materials 1040 Processing Facility a minimum of one (1) time per calendar per year. Contractor shall propose a 1041 study methodology that must include separately Processing at least thirty (30) Tons of Recyclable 1042 Materials, stratified across no fewer than three distinct days of service, from the City at the 1043 Approved Recyclable Materials Processing Facility under normal operating conditions for the 1044 facility (i.e. staffing levels, belt speed, burden depth, etc.). The methodology must be approved 1045 by the City Contract Manager in writing prior to Contractor conducting such a study. The results 1046 of that study shall be used to determine the allowable level of Residue Disposal Costs for the 1047 upcoming Rate Period. 1048 B. Organic Materials. Contractor shall, at its sole expense, design and perform waste 1049 characterization studies for Prohibited Container Contaminants for Organic Materials Collected in 1050 the City. The Contractor shall conduct waste composition studies at least two (2) times per year 1051 and the studies shall occur in two (2) distinct seasons of the year. The Contractor shall submit a 1052 proposed methodology to the City for review and approval, and the methodology must include 1053 the requirements presented below. 1054 The study shall include samples of Organic Materials and Solid Waste taken from Containers 1055 located in different areas of the City that are representative of the City’s waste stream. The 1056 minimum number of Containers to be sampled shall be based on weekly route size, as follows: 1057 1. For weekly Routes with less than 1,500 Generators, the Contractor shall sample a minimum 1058 of 25 Containers; 1059 2. For weekly Routes with 1,500-3,999 Generators, the Contractor shall sample a minimum of 1060 30 Containers; 1061 3. For weekly Routes with 4,000-6,999 Generators, the Contractor shall sample a minimum of 1062 35 Containers; and, 1063 4. For weekly Routes with more than 7,000 Generators, the Contractor shall sample a 1064 minimum of 40 Containers. 1065 The Contractor shall Transport all of the material Collected for sampling to a sorting area at an 1066 Approved Facility, where the presence of Prohibited Container Contaminants for each Container 1067 type shall be measured to determine the ratio of Prohibited Container Contaminants present in 1068 each material stream by weight. To determine the ratio of Prohibited Container Contaminants, 1069 the Contractor shall use the following protocol 1070 June 9, 2020 Item #10 Page 114 of 286 1. The Contractor shall take one sample of at least a 200 pounds from the material Collected 1071 from each material stream for sampling. For example, Contractor shall take a 200-pound 1072 sample taken from the combined contents of the Organic Materials Container samples. 1073 2. The 200-pound sample shall be randomly selected from different areas of the pile of 1074 Collected material for that material stream. 1075 3. For each 200-pound sample, the Contractor shall remove any Prohibited Container 1076 Contaminants and determine the weight of Prohibited Container Contaminants. 1077 4. The Contractor shall determine the ratio of Prohibited Container Contaminants in the 1078 sample by dividing the total weight of Prohibited Container Contaminants by the total 1079 weight of the sample. 1080 5. All weights shall be recorded in pounds. 1081 C. Scheduling and Observation of Studies. Contractor shall, no later than January 15 of each 1082 calendar year, provide the City with a proposed methodology for each type of study and a 1083 schedule of studies for the calendar year for review and approval by the City. The City shall be 1084 notified at least thirty (30) days in advance of each study and the City, or the City’s designated 1085 third party, maintains the right to observe all aspects of the study. The studies shall be scheduled 1086 within the City’s normal business hours, and the City Contract Manager may request, and 1087 Contractor shall accept, modifications to the schedule to permit observation by the City. 1088 D. Recordkeeping and Reporting. Contractor shall maintain records of each study conducted and 1089 report results directly to the City within fourteen (14) days of completing the study as well as 1090 include the results in the Contractors annual report, in accordance with Exhibit D. 4.13 Edible 1091 Food Recovery Program 1092 E. General. Pursuant to the requirements of SB 1383, 14 CCR, Division 7, Chapter 12, Article 10, the 1093 City is responsible for developing and implementing a Food Recovery program in the City. The 1094 Contractor shall cooperate with and shall not impede, interfere, or attempt to impede or interfere 1095 with the implementation, expansion, or operation of Food Recovery program efforts in the City. 1096 F. Identification of Commercial Edible Food Generators. Contractor shall assist the City with 1097 identifying Tier One and Tier Two Commercial Edible Food Generators for the purpose of the Food 1098 Recovery program. No later than six (6) months after the effective date of the Agreement, and 1099 annually thereafter, the Contractor shall identify and provide a list to the City of Commercial 1100 Customers that qualify, or appear to qualify, as Tier One or Tier Two Commercial Edible Food 1101 Generators, as defined by this Agreement. The list shall include, at a minimum: the Customer 1102 name; service address; contact information; Tier One or Tier Two classification; and, type of 1103 business as it relates to the categories of entities specified under the definitions of Tier One and 1104 Tier Two Commercial Edible Food Generators. The Contractor shall update this information 1105 annually; maintain an up-to-date database; and include this information in the Contractor’s 1106 annual report, in accordance with Exhibit D. 1107 June 9, 2020 Item #10 Page 115 of 286 ARTICLE 5. 1108 STANDARD OF PERFORMANCE 1109 5.1 GENERAL 1110 Contractor shall at all times comply with Applicable Law and provide services in a manner that is safe to 1111 the public and the Contractor’s employees. Except to the extent that a higher performance standard is 1112 specified in this Agreement, Contractor shall perform services in accordance with Recyclable Materials, 1113 Organic Materials, and Solid Waste management practices common to the San Diego Area. 1114 5.2 OPERATING HOURS AND SCHEDULES 1115 A. Hours of Collection. Unless otherwise authorized by the City Contract Manager, Contractor’s days 1116 and hours for Collection operations shall be as follows: 1117 1. Residential Premises. Collection from Residential Premises shall only occur between the 1118 hours of 6:00 a.m. and 7:00 p.m., Monday through Friday. 1119 2. Commercial Premises. Collection from Commercial Premises that are two hundred (200) 1120 feet or less from Residential Premises shall only occur between the hours of 6:00 a.m. and 1121 7:00 p.m., Monday through Saturday. Collection from Commercial Premises more than 1122 two hundred (200) feet from Residential Premises shall only occur between the hours of 1123 5:00 a.m. and 8:00 p.m., Monday through Saturday. 1124 3. City Facilities. The Collection schedule for City facilities shall be the same as Commercial 1125 Premises specified in subsection 5.2.A.2 above. 1126 B. Changes in Collection Routes. Prior to Commencement of this Agreement, Contractor shall 1127 provide the City with Route Maps identifying at a minimum: the type of route (e.g. Single-Family, 1128 Multi-Family, Commercial, etc.) and the service day. City shall either approve or deny proposed 1129 Standard Collection Routes. If City denies any Standard Collection Routes, Contractor may request 1130 a meet and confer with the City Contract Manager to discuss potential options. The City Contract 1131 Managers decision shall be final with respect to any routing changes that may impact the day of 1132 service of any Customer. Contractor may, at any time during the term of this Agreement, propose 1133 changes or additional routes, subject to City approval. If a Standard Collection Route change is 1134 approved, Contractor must notify all affected customers fourteen (14) days prior to Contractor 1135 implementing the new route. Failure to obtain City approval on route changes resulting in service 1136 day changes for Customers shall be subject to Liquidated damages as identified in Exhibit F. 1137 C. Holiday Collection. Contractor, at its sole discretion, may choose not to provide Collection 1138 services on a Holiday. In such event, Contractor shall provide Single-Family Collection services on 1139 the day following the Holiday thereby adjusting subsequent work that week with normally 1140 scheduled Friday Collection Services being performed on Saturday; however, Customer service 1141 days shall be returned to the normal schedule within one (1) week of the Holiday. Multi-Family, 1142 Commercial, and City Collection Services shall be adjusted as agreed between the Contractor and 1143 the Customer but must meet the minimum frequency requirement of one (1) time per week. The 1144 Contractor shall provide Customers notice of Holiday-related changes in Collection schedules at 1145 least two (2) weeks prior to the change. 1146 June 9, 2020 Item #10 Page 116 of 286 5.3 COLLECTION STANDARDS 1147 A. Servicing Containers. Contractor shall Collect and return each Container to the location where 1148 the Occupant placed the Container for Collection. Contractor shall place the Containers upright 1149 with lids properly secured. For Customers other than Single-Family Residential Customers, 1150 Contractor shall, without additional charge to the Customer, pull or push Containers up to twenty-1151 five (25) feet from the location where the Occupant placed the Container for Collection to the 1152 Collection vehicle for service. 1153 Contractor, at the request of Customers, may provide special services including: (i) unlocking 1154 Containers; (ii) accessing Container enclosures with a key; or, (iii) pulling or pushing Containers 1155 distances greater than twenty-five (25) feet. Contractor may charge Customers for such extra 1156 services at the Rates approved by City for such services. 1157 Contractor shall establish a hard-to-service route for each material type, using smaller Collection 1158 vehicles for the purposes of servicing Single-Family Customers in areas of the City that are difficult 1159 to access, do not have space to make turn-arounds, or where Contractor is otherwise unable to 1160 provide service meeting the highest safety standards. The City Contract Manager may, within 1161 reason and based on the specific circumstances of the Customer, require the Contractor to 1162 provide service to specific Single-Family Customers on this hard-to-service route, and Contractor 1163 shall ensure that it maintains a sufficient number of smaller Collection vehicles to accommodate 1164 such requests. 1165 Contractor may require Customers on private roads to sign road damage liability waivers prior to 1166 operating on such private streets. If Customers on private roads fail to sign such waivers, 1167 Contractor may, upon approval, which may or may not be conditional, from the City Contract 1168 Manager require them to receive service at the nearest public right of way. 1169 B. Non-Collection, Courtesy Noticing. Prior to the Commencement Date, Contractor shall develop, 1170 and submit to the City Contract Manager for review and approval, and as per the requirements of 1171 Section 4.12.1(D) 1172 1. A template Non-Collection Notice, for use in instances of acceptable non-Collection of 1173 Discarded Materials; and, 1174 2. A template Courtesy Notice, for use in instances of improper set-out of Discarded Materials, 1175 which the Contractor, at its sole option, elects to Collect as a courtesy to the Customer. 1176 Per the requirements identified in Section 4.12.1, in the event that Contractor encounters 1177 circumstances at a Customer Premises which prevents the Contractor from Collecting Discarded 1178 Materials which have been placed for Collection, Contractor shall leave a Non-Collection Notice 1179 at the Customer Premises clearly explaining Contractor’s reason for refusal to Collect the 1180 Discarded Materials. Contractor shall not be required to Collect Discarded Materials which are 1181 reasonably believed to contain Excluded Waste, pursuant to the requirements of Section 5.8. If 1182 Contractor intentionally refuses to Collect Discarded Materials (including Cardboard overages), 1183 but does not leave a Non-Collection notice, it shall be considered a Missed Collection per Section 1184 4.9.3., and provisions of Section 5.13 shall apply. Contractor may propose an alternative to a paper 1185 Non-Collection Notice left at Customer Premises (e.g. Customer notification via a phone call or e-1186 mail) subject to City approval. Such an alternative must involve pro-active communication with 1187 June 9, 2020 Item #10 Page 117 of 286 Customer, initiated by Contractor. {Note to Proposers: This section may be revised in the event 1188 that an alternative method of addressing non-Collection is approved by the City. Proposers should 1189 note that no alternatives will be accepted unless they involve direct, pro-active communication 1190 with the Customer.}. 1191 In the event that Contractor encounters circumstances at a Customer Premises which allow for 1192 safe Collection of Discarded Materials, but do not otherwise reflect proper set-out procedures 1193 (including, but not limited to spills not caused by the Contractor, Carts placed too close together, 1194 Carts placed in front of one another, and/or Carts placed too close to parked cars), Contractor 1195 shall Collect the material and leave a Courtesy Notice at the Customer Premises clearly explaining 1196 how the Customer failed to comply with proper set-out procedures. 1197 Contractor may educate the public on proper set-out procedures designed to maximize the 1198 efficiency of Collection (e.g. Carts spaced three (3) feet apart). However, Contractor acknowledges 1199 that such procedures are not practical in all circumstances and failure of the Customer to follow 1200 such procedures does not constitute a reason for non-Collection if the Discarded Materials may 1201 be safely and reasonably serviced. Contractor’s route drivers shall dismount their Collection 1202 vehicles and reposition Containers as necessary to provide Collection service. Contractor may not 1203 require a Customer to set out the Customer’s Containers in such a manner that would block 1204 vehicle access to Customer’s driveway. Contractor and Customers may mutually agree to 1205 uncommon service locations if necessary for Collection in specific areas (e.g. setting out all of the 1206 Carts in a court in a line down the middle of the court as opposed to Curbside.) 1207 Contractor may refuse to Collect Recyclable Materials or Organic Materials Containers which are 1208 contaminated in accordance with Exhibit B and Section 4.12., and shall leave an approved Non-1209 Collection notice informing Customer how to properly separate materials. 1210 C. Litter Abatement. Contractor shall use due care to prevent spills or leaks of material placed for 1211 Collection, fuel, and other vehicle fluids while providing services under this Agreement. If any 1212 materials are spilled or leaked during Collection and Transportation, the Contractor shall clean up 1213 all spills or leaks before leaving the site of the spill. 1214 Contractor shall not transfer loads from one vehicle to another on any public street, unless it is 1215 necessary to do so because of mechanical failure, combustion of material in the truck, or 1216 accidental damage to a vehicle. 1217 Contractor shall cover all open Drop Boxes at the pickup location before Transporting materials 1218 to the Approved Facility. 1219 Contractor shall conduct public outreach and staff training to Customers on best management 1220 practices for litter abatement at no extra charge. Such best management practices include, 1221 without limitation: 1222 1. Closing Container lids and right sizing service: Contractor staff will tag overfull containers 1223 with Courtesy Notices, which will serve as outreach and education to the Customer. Photos 1224 of the container will be taken by drivers, attached to the Customer’s account, and will be 1225 available to outreach and Customer service staff in order to demonstrate to the Customer 1226 where a problem exists. 1227 June 9, 2020 Item #10 Page 118 of 286 2. Outreach to Customer on importance of bagging lightweight materials such as plastic bags, 1228 film plastics, foam peanuts, and other materials that can easily become litter due to their 1229 lightweight nature. 1230 3. Driver training on litter reduction techniques and litter removal best management 1231 practices. 1232 4. Affixing signage to the back of Contractor trucks which provides a phone number for 1233 residents to report material spills. 1234 D. Development and Review of Collection Specifications. Contractor shall work with the City to 1235 develop standard specifications for Collection Container enclosures at Commercial and Multi-1236 Family Premises. These specifications shall be developed to ensure that the Collection Container 1237 enclosures are built to provide adequate space for and suitable configuration to allow the 1238 Contractor to safely and efficiently service Recyclable Materials, Organic Materials, and Solid 1239 Waste Containers. Contractor’s Operations Manager or other appropriately qualified staff shall, 1240 upon request by the City Contract Manager, provide a review of plans for new Multi-family and 1241 Commercial development or project design drawings. Contractor shall provide comments and 1242 recommendations resulting from the review in writing within ten (10) Working Days of receipt of 1243 the documents for review. In each review report, Contractor shall comment on the acceptability 1244 of the proposed enclosure arrangements in terms of: i) the adequacy of space for Recyclable 1245 Materials, Organic Materials, and Solid Waste Containers; ii) the accessibility of the Containers for 1246 Collection including whether additional charges (e.g., push/pull, etc.) would apply; and iii) ease of 1247 use by tenants. 1248 E. No Commingling of Materials. Contractor shall Collect materials generated in the City in 1249 Collection Vehicles separately from other materials generated outside the City service area, unless 1250 otherwise approved by the City Contract Manager. Contractor shall not commingle materials 1251 which have been Source Separated with other materials types (for example, Source Separated 1252 Recyclable Materials which have been properly placed for Collection shall not be combined with 1253 Solid Waste or Source Separated Organic Materials). 1254 5.4 TRANSFER AND PROCESSING STANDARDS 1255 5.4.1 Equipment and Supplies 1256 Contractor shall equip and operate the Approved Processing Facilities in a manner to fulfill Contractor’s 1257 obligations under this Agreement. Contractor is solely responsible for the adequacy, safety, and suitability 1258 of the Approved Processing Facilities. Contractor shall modify, enhance, and/or improve the Approved 1259 Processing Facilities as needed to fulfill Services under this Agreement. 1260 Contractor shall provide all rolling stock, stationary equipment, material storage containers, spare parts, 1261 maintenance supplies, Transfer, Transport, and Processing equipment, and other consumables as 1262 appropriate and necessary to operate the Approved Processing Facilities and provide all services required 1263 by this Agreement. Contractor shall place the equipment in the charge of competent operators. 1264 Contractor shall repair and maintain all equipment at its own cost and expense. 1265 5.4.2 Scales and Weighing 1266 Contractor is solely responsible for ensuring accurate weighing of all materials entering and leaving the 1267 June 9, 2020 Item #10 Page 119 of 286 Approved Processing Facilities. 1268 A. Facility Scales. Contractor shall maintain State-certified motor vehicle scales in accordance with 1269 Applicable Law. All scales shall be linked to a centralized computer recording system at the 1270 Approved Processing Facilities to record weights for all incoming and outgoing materials. Contractor 1271 shall provide back-up generator(s) capable of supplying power to the scales in the event of a power 1272 outage. Contractor shall promptly arrange for use of substitute portable scales should its usual 1273 scales not be available for whatever reason. Pending substitution of portable scales, Contractor shall 1274 as necessary estimate the Tonnages of materials delivered to and Transported from the Approved 1275 Processing Facilities, on the basis of delivery vehicle and Transfer trailer volumes, tare weights, 1276 and/or other available facility weight records. These estimates shall take the place of actual weights 1277 while scales are inoperable, and shall be identified as estimates in electronic records and reporting. 1278 C. Tare Weights. No less than thirty (30) calendar days prior to the Commencement Date, Contractor 1279 shall ensure that all vehicles used by Contractor to deliver Recyclable Materials, Organic Materials, 1280 and Solid Waste to the Approved Processing Facilities are weighed to determine unloaded (“tare”) 1281 weights. Contractor shall electronically record the tare weight, identify vehicle as Contractor owned, 1282 and provide a distinct vehicle identification number for each vehicle. Contractor shall provide City 1283 with a report listing the vehicle tare weight information upon request. Contractor shall promptly 1284 weigh additional or replacement vehicles prior to placing them into service. Contractor shall check 1285 tare weights at least annually, or within fourteen (14) calendar days of a City request, and shall re-1286 tare vehicles immediately after any major maintenance or service event. 1287 D. Testing. Contractor shall test and calibrate all scales in accordance with Applicable Law, but at least 1288 one (1) test and recalibration per scale every twelve (12) months or upon City request. 1289 E. Records. Contractor shall maintain computerized scale records and reports that provide 1290 information including date of receipt, inbound time, inbound and outbound weights of vehicles, and 1291 vehicle identification number. Contractor shall also maintain computerized scale records and 1292 reports providing historical vehicle tare weights for each vehicle and the date and location for each 1293 tare weight recorded. 1294 F. Upon-Request Reporting. If vehicle receiving and unloading operations are recorded on video 1295 cameras at the Approved Processing Facilities, Contractor shall make those videos available for City 1296 review during the Approved Processing Facility’s operating hours, upon request of the City, and shall 1297 provide the name of the driver of any particular load if available. 1298 5.5 COLLECTION VEHICLE REQUIREMENTS 1299 A. Vehicle Requirements. Contractor shall provide a fleet of Collection vehicles sufficient in number 1300 and capacity to efficiently perform the work required by the Agreement in strict accordance with 1301 its terms. Contractor shall have available sufficient back-up vehicles for each type of Collection 1302 vehicle used to respond to scheduled and unscheduled maintenance, service requests, Complaints, 1303 and emergencies. 1304 1. All such vehicles shall have watertight bodies designed to prevent leakage, spillage, or 1305 overflow. All such vehicles shall meet On-Road Heavy Duty Vehicle emissions requirements 1306 for model year 2020, regardless of the actual model year of Contractor’s vehicles, and 1307 generally comply with all Federal, State, and local laws and regulations. Contractor’s vehicles 1308 June 9, 2020 Item #10 Page 120 of 286 shall utilize Recycled motor oil to the extent practicable. 1309 2. All Collection vehicles used by Contractor under this Agreement shall be powered by 1310 Renewable Natural Gas (RNG) generated by the {insert name of publicly-owned treatment 1311 works in-vessel digestion facility} or powered by RNG that is purchased through a wheeling 1312 agreement with a party(ies), provided that the wheeling agreement is for purchase of gas 1313 derived from Organic Waste that has been diverted from a Landfill and Processed at an in-1314 vessel digestion Facility that is permitted or otherwise authorized by 14 CCR to Recycle 1315 Organic Waste and meets SB 1383 requirements. Contractor shall comply with this 1316 requirement no later than insert date. Upon City’s request, Contractor shall obtain and 1317 provide the City with a written certification by an authorized representative of the publicly-1318 owned treatment works or the wheeling agreement service provider certifying that the in-1319 vessel digestion Facility produces the RNG consistent with the requirements of 14 CCR Section 1320 18993.1(h). Contractor shall maintain records of the amount of RNG purchased and shall 1321 report this information in accordance with Exhibit D. Contractor shall agree to the City the 1322 right to report this RNG usage toward the City’s fulfilment of its annual recovered Organic 1323 Waste product procurement target in accordance with 14 CCR Section 18993.1. 1324 3. Collection vehicles shall have the capability of carrying and safely transporting empty and full 1325 Used Oil Recovery Kits, as well as the capacity to Collect and transport loose Cardboard 1326 overages, to ensure that Contractor is capable of complying with Exhibit B. 1327 4. Collection vehicles shall present a clean appearance while providing service under this 1328 Agreement. 1329 B. Vehicle Display. Contractor’s name and local telephone number shall be displayed on all vehicles in 1330 at least four (4) inch characters. Vehicles shall be equipped with sign board holders or other 1331 hardware to allow public education signage of no less than thirty-six (36) by forty-eight (48) inches 1332 to be displayed on both sides of the vehicle. 1333 C. Vehicle Inspection. Contractor shall inspect each vehicle daily to ensure that all equipment is 1334 operating properly. Vehicles that are not operating properly shall be taken out of service until they 1335 are repaired and operate properly. Contractor shall repair, or arrange for the repair of all its vehicles 1336 and equipment for which repairs are needed because of accident, breakdown or any other cause so 1337 as to maintain all equipment in a safe and operable condition. City Contract Manager may inspect 1338 vehicles at any reasonable time, and within three (3) calendar days of such a request, to determine 1339 compliance with sanitation requirements. 1340 D. Vehicle Operations. All Collection operations shall be conducted as quietly as possible and shall 1341 conform to applicable Federal, State, County, and City noise level regulations, including the 1342 requirement that the noise level during the stationary compaction process not exceed sixty (60) 1343 decibels with the exception of sixty-five (65) decibels for one-minute duration. All decibel readings 1344 shall be based on a distance of ten (10) feet from any part of the Vehicle. The City may request 1345 Contractor to check any piece of equipment for conformance with the noise limits in response to 1346 Complaints and/or when the City Contract Manager believes it is reasonable to do so. 1347 June 9, 2020 Item #10 Page 121 of 286 5.6 CONTAINER REQUIREMENTS 1348 A. Containers Provided to Customers. On or before the Commencement Date, Contractor shall 1349 provide Customers (including Single-Family, Multi-Family, Commercial, and City facility Customers) 1350 with new Collection Containers as requested by the Customer to meet its desired Service Level. 1351 Contractor shall provide Containers to new Customers requesting service initiation, or existing 1352 Customers requesting a Used Oil Recovery Kit within three (3) Working Days of Contractor’s first 1353 receipt of the Customer request. Contractor-provided Containers shall be new, and shall comply 1354 with the Container standards set forth in the Section. All Containers shall display the City’s name, 1355 logo, telephone number described in Section 4.9.1, website, capacity (yards or gallons) and some 1356 identifying inventory or serial number. Contractor shall cooperate with the previous City collection 1357 contractor to ensure that all existing Containers are replaced with Contractor-provided Containers 1358 within thirty (30) calendar days following the Commencement Date. 1359 B. Container Standards 1360 1. All Carts shall be manufactured by injection or rotational molding methods. The Cart handles 1361 and handle mounts may be an integrally molded part of the Cart body or molded as part of 1362 the lid. The Cart handles shall provide comfortable gripping area for pulling or pushing the 1363 Cart or lifting the lid. Pinch points are unacceptable Carts provided to Customer shall have a 1364 useful life of ten (10) or more years or more as evidenced by a manufacturer’s warranty or 1365 other documentation acceptable to the City. 1366 2. Carts shall remain durable, and at a minimum, shall meet the following durability 1367 requirements to satisfy its intended use and performance, for the Term of this Agreement: 1368 maintain its original shape and appearance; be resistant to kicks and blows; require no routine 1369 maintenance and essentially be maintenance free; not warp, crack, rust, discolor, or 1370 otherwise deteriorate over time in a manner that shall interfere with its intended use; resist 1371 degradation from ultraviolet radiation; be incapable of penetration by biting or clawing of 1372 household pets (i.e., dogs and cats); the bottoms of Cart bodies must remain impervious to 1373 any damage, that would interfere with the Cart’s intended use after repeated contact with 1374 gravel, concrete, asphalt, or any other rough and abrasive surface; all wheel and axle 1375 assemblies are to provide continuous maneuverability and mobility as originally designed and 1376 intended. 1377 3. Carts shall be resistant to common household or Residential products and chemicals; human 1378 and animal urine and feces; and, airborne gases or particulate matter currently present in the 1379 ambient air of the Service Area. 1380 4. All Containers with a capacity of one (1) cubic yard or more shall meet applicable federal 1381 regulations for Bin safety and be covered with attached lids. 1382 5. Contractor shall obtain the City’s written approval of Container material, design, colors, 1383 labeling, and other specifications before acquisition, painting, labeling, or distribution occurs. 1384 6. When purchasing plastic Collection Containers, Contractor shall purchase Containers that 1385 contain a minimum of 30% post-consumer recycled plastic content, unless such requirement 1386 is waived by the City Contract Manager. 1387 June 9, 2020 Item #10 Page 122 of 286 7. Container lids shall be designed such that the follow requirements are met: 1388 a. Prevents the intrusion of rainwater and vectors; 1389 b. Prevents the emissions on odors 1390 c. Enables the free and complete flow of material from the Container during the dump 1391 cycle without interference with the material already deposited in the truck body or the 1392 truck body itself and its lifting mechanism; 1393 d. Permits users of the Cart to conveniently and easily open and shut the lid throughout 1394 the serviceable life of the Cart; 1395 e. Hinged to the Cart body in such a manner to enable the lid to be fully opened, free of 1396 tension, to a position whereby it may rest against the backside of the Cart body. 1397 f. Prevents damage to the Container body, the lid itself, or any component parts through 1398 repeated opening and closing of the lid by Generators or in the dumping process as 1399 intended; 1400 g. Remains closed in winds up to twenty-five (25) miles per hour from any direction. All lid 1401 hinges must remain fully functional and continually hold the lid in the original designed 1402 and intended positions when either opened or closed or any position between the two 1403 extremes; and, 1404 h. Designed and constructed such that it prevents physical injury to the user while opening 1405 and closing the Cart. 1406 8. Containers shall be stable and self-balancing in the upright position, when either empty or 1407 loaded to its maximum design capacity with an evenly distributed load, and with the lid in 1408 either a closed or an open position. Containers shall be capable of maintaining upright 1409 position in sustained or gusting winds of up to twenty-five (25) miles per hour as applied from 1410 any direction. 1411 9. Containers shall be capable of being easily moved and maneuvered, if applicable, with an 1412 evenly distributed load equal in weight to its maximum design capacity on a level, sloped or 1413 stepped surface 1414 10. All such Containers shall be 100% recyclable at the end of their useful life. 1415 11. All containers shall be designed and constructed to be watertight and prevent the leakage of 1416 liquids. 1417 C. Container Colors. Contractor shall provide all Customers with Collection Containers that comply 1418 with the Container color requirements specified in this Section 5.6, or as otherwise specified in 1419 14 CCR Section 18982; 14 CCR, Division 7, Chapter 12, Article 3; or other Applicable Law. Colors 1420 shall be colorfast and resistant to fading as a result of weathering or ultraviolet degradation; and 1421 the lids and bodies shall be uniform for each Container type, as follows: 1422 June 9, 2020 Item #10 Page 123 of 286 For a three- Container system: 1423 1. Recyclable Materials Container bodies and lids shall be blue; 1424 2. Organic Materials Container bodies and lids shall be green; and 1425 3. Solid Waste Container bodies and lids shall be grey. 1426 For a four-Container system: 1427 1. Recyclable Materials Container bodies and lids shall be blue; 1428 2. Yard Trimmings Container bodies and lids shall be green; 1429 3. Food Waste Container bodies and lids shall be brown; and, 1430 4. Solid Waste Container bodies and lids shall be grey. 1431 Hardware such as hinges and wheels on the Containers may be a different color than specified 1432 above. All Containers shall comply with these color requirements, including Split-Bins. Each 1433 section of the Split-Bin shall be painted in accordance with the color requirements in this Section 1434 for the applicable Discarded Material type intended for that segregated section of the Bin (e.g., a 1435 Split-Bin for Solid Waste and Recyclable Materials would be half gray and half blue, respectively). 1436 D. Container Labeling. All markings on the Containers shall be approved by the City in advance of 1437 ordering such Containers. On the lid of each Cart, and the body of each Bin and Drop Box, 1438 Contractor shall label the ultimate destination of such materials as follows: “LANDFILL” for Solid 1439 Waste; “RECYCLE” for Recyclable Materials (including Cardboard, mixed paper, metal, etc.); and, 1440 “COMPOST” for Organic Materials (including Food Waste, Yard Trimmings, wood waste, etc.). On 1441 the body of each Cart, Bin, and Drop Box, Contractor shall label the Container capacity (in gallons 1442 for Carts, and cubic yards for Bins and Drop Boxes). Container body labeling shall be positioned 1443 on the side of each Container so it is visible to the Customer at all times 1444 Carts shall have positional marking in the form of an arrow (at least 3 inches by 5 inches) hot 1445 stamped in white color on the Cart lid, indicating the direction of Cart placement; and, in character 1446 size of no less than 3/16 inches, the phrase: “PLACE CART WITH ARROW FACING STREET FOR 1447 COLLECTION.” 1448 All Carts shall include a high-quality educational information label using in-mold technology, such 1449 that all labeling shall be integral to the lid, though the use of injection molding, and shall not be 1450 affixed to any part of the Cart or lid using adhesives. Notwithstanding the provisions of this 1451 Section, or the requirements of SB 1383, the in-mold lid label shall, at a minimum, include for each 1452 Container: primary materials accepted; primary materials prohibited; a clear indication of 1453 Prohibited Container Contaminants for that Container type, acceptable materials; prohibited 1454 materials; notification forbidding Hazardous Waste and describing proper Disposal thereof; 1455 notification forbidding scavenging (through words and international symbols) and describing the 1456 penalties therefore under California law or City Resolution; information about the Collection 1457 program; and, the City’s name and logo. Subject to City approval, Contractor shall display City’s 1458 name, website, and Contractor’s designated telephone number using labels, decals, or other 1459 June 9, 2020 Item #10 Page 124 of 286 approved method. Upon expiration or early termination of this Agreement, Contractor shall 1460 transfer access and rights of such phone number and website to the City. Contractor shall be 1461 prohibited from including Contractor’s name and/or logo on any Containers utilized in the City. 1462 E. Repair and Replacement of Containers; Inventory. Contractor shall be responsible for repairing 1463 or replacing Containers when Contractor determines the Container is no longer suitable for 1464 service; or when the City or Customer requests replacement of a Container that does not properly 1465 function, leaks, is damaged, or is otherwise not fit for service. Contractor shall be responsible for 1466 acquiring and providing the replacement Containers. Contractor shall repair or replace all 1467 damaged or broken Containers within three (3) Working Days of Customer or City request. Minor 1468 cracks, holes, and other damages to hinges, wheels, axle, hardware, and other component parts 1469 shall be readily repairable by the contractor personnel. All repairs must restore the Cart to its full 1470 functionality to meet the design and performance requirements as set for herein. 1471 Contractor shall maintain a sufficient inventory of Containers to accommodate new Customer 1472 requests for service, requests for change in Service Levels (size, type, or number of Containers) 1473 from current Subscribers, and requests for replacement due to damage. 1474 Contractor shall provide to Single-Family Customers at least one (1) free Cart replacement per any 1475 twelve (12) month period for any reason, upon Customer request. If Customer requests more 1476 than one (1) Cart replacement per any twelve (12) month period, Contractor shall make Carts 1477 available at the City-approved Rate for such services. In addition, Single-Family Customers may 1478 also request one Cart size exchange per Rate Period at no charge. All such Containers shall be 1479 provided within three (3) Working Days of request. Contractor’s failure to comply with the 1480 Container requirements may result in assessment of Liquidated Damages pursuant to Section 10.6 1481 and Exhibit F. 1482 F. Maintenance, Cleaning, Painting. All Containers shall be maintained in a safe, serviceable, and 1483 functional condition and present a clean appearance. Contractor shall repair or replace all 1484 Containers damaged by Collection operations in accordance with standards specified in Section 1485 5.6.D, unless damage is caused by Customer’s gross negligence, in which case, the Customer will 1486 be billed for repair or replacement of Container at a City-approved Rate for such service. All 1487 Containers shall be maintained in a functional condition. 1488 Contractor shall steam clean and/or repaint all Containers as needed (other than Carts) to present 1489 a clean appearance. Contractor shall offer steam cleaning service (or clean Container exchange) 1490 to Customers requesting such service and shall charge Customers for such cleaning (or Container 1491 exchange) at the City-approved Rate for such service. 1492 Contractor shall remove graffiti from Containers within forty-eight (48) hours of identification by 1493 Contractor or notice by City or Customer if such graffiti includes any written or pictorial 1494 obscenities and otherwise within a one (1) week period. 1495 Upon request from the City Contract Manager, Contractor shall provide the City with a list of 1496 Containers and the date each Container was painted and maintained. 1497 G. City Ownership of Containers at End of Term. Upon expiration or early termination of Agreement, 1498 all Containers purchased and put into service at Customer Premises during the Term of the 1499 Agreement shall become property of the City at no cost to the City if such Containers are fully 1500 June 9, 2020 Item #10 Page 125 of 286 depreciated. All Containers, and Compactors purchased and put into service at Customer 1501 Premises during the Term of the Agreement that have not been fully depreciated shall be available 1502 to the City, at the City’s option, at a cost reflecting the net book value. 1503 At its sole discretion, the City may elect not to exercise its rights with regards to this Section and, 1504 in such case, the Containers, and Compactors shall remain the property of the Contractor upon 1505 the date of this Agreement’s expiration or earlier termination. In such case, Contractor shall be 1506 responsible for outstanding depreciation and for removing all Containers, and Compactors in 1507 service from the Premises within fourteen (14) Working Days of the expiration date or early 1508 termination date of this Agreement or within a different timeframe mutually agreed to by the 1509 Parties. Contractor shall arrange for reuse or Recycling of Containers, and Compactors removed 1510 from the City. 1511 5.7 PERSONNEL 1512 A. General. Contractor shall furnish such qualified personnel as may be necessary to provide the 1513 services required by this Agreement in a safe and efficient manner. Contractor shall designate at 1514 least one (1) qualified employee as City’s primary point of contact with Contractor who is 1515 principally responsible for Collection operations and resolution of service requests and 1516 Complaints. Such individual shall be empowered to negotiate on behalf of and bind Contractor 1517 with respect to any changes in scope, dispute resolution, compensation adjustments, and service-1518 related matters which may arise during the term of this Agreement. Such individual is defined as 1519 Contractor’s {To be completed based on Contractors Proposal} 1520 Contractor shall use its best efforts to assure that all employees present a neat appearance and 1521 conduct themselves in a courteous manner. Contractor shall not permit its employees to accept, 1522 demand, or solicit, directly or indirectly, any additional compensation, or gratuity from Customers 1523 or members of the public. 1524 B. Hiring of Displaced Employees. Contractor is aware of and shall comply with the requirements of 1525 and duties imposed by Sections 1072 and 1075 of the California Labor Code regarding offers of 1526 employment to any displaced employees resulting from a change in service provider, if any, 1527 resulting from this Agreement or upon the expiration of this Agreement. 1528 The minimum staffing positions to be provided by Contractor to perform the services described 1529 herein to the City are identified in Exhibit H. Failure to consistently maintain these staffing levels, 1530 by position, during the term of the Agreement shall be considered a material breach. 1531 C. Driver Qualifications. All drivers must have in effect a valid license, of the appropriate class, issued 1532 by the California Department of Motor Vehicles. Contractor shall use the Class II California 1533 Department of Motor Vehicles employer “Pull Notice Program” to monitor its drivers for safety. 1534 D. Safety Training. Contractor shall provide suitable operational and safety training for all employees 1535 who operate Collection vehicles or equipment. Contractor shall train its employees involved in 1536 Collection to identify, and not to collect, Excluded Waste. Upon the City Contract Manager’s 1537 request, Contractor shall provide a copy of its safety policy and safety training program, the name 1538 of its safety officer, and the frequency of its trainings. 1539 E. Designated Staff. 1540 June 9, 2020 Item #10 Page 126 of 286 1. Field Supervisor. Contractor shall designate one (1) qualified full-time employee as 1541 supervisor of field operations. The designated field supervisor will devote at least fifty 1542 percent (50%) of his/her time in the City in the field checking on Collection operations, 1543 including responding to Customer requests, inquiries, and complaints. 1544 2. Diversion Coordinators. Contractor shall provide one (1) full-time Diversion Coordinators 1545 who are solely dedicated to the City and shall not perform any work related to other 1546 jurisdictions, proposals, or business functions of Contractor. Contractor shall hire the 1547 Diversion Coordinators in advance of the Commencement Date and the Diversion 1548 Coordinators shall assist in contacting all Multi-Family and Commercial Customers prior to 1549 the Commencement Date to determine service levels. The duties of the Diversion 1550 Coordinators will be focused on public education, community outreach, Commercial and 1551 Multi-Family site visits, and technical assistance, and will be substantially as proposed by 1552 Contractor in Exhibit G, Contractors Proposal and in Exhibit C Public Education and Outreach 1553 Requirements. Diversion Coordinators shall be full-time, regular, professional positions, 1554 compensated in accordance with the wages shown in Contractor’s Proposal for such 1555 positions. Contractor acknowledges that the Diversion Coordinator role is not intended to 1556 be an internship, or entry-level role. City shall have the option to participate in the hiring 1557 and training process of Contractor’s Diversion Coordinators. City may also employ 1558 corresponding staff member who will work in partnership with Contractor’s Diversion 1559 Coordinators and Contractor’s Diversion Coordinators shall cooperate and share 1560 information openly with such City employee. 1561 {Note to Proposers: The dollar amounts in this section will be filled in based on Contractor’s 1562 proposal and negotiations.} In the event that Contractor fails to provide the required 1563 number of full-time equivalent Diversion Coordinators for more than two (2) months, 1564 Contractor shall remit to the City _________ dollars ($_ _) per un-provided employee for 1565 every month (in excess of two months) such employee is not provided. Such amount shall 1566 be adjusted annually by the same percentage used to adjust Rates in accordance with 1567 Exhibit E. For example, if for six months Contractor provides only two public education staff, 1568 rather than the required three, Contractor would remit to the City a minimum of $______ 1569 (assuming no annual adjustment of the amount has occurred). Contractor shall remit such 1570 payment within fifteen (15) Business Days of a written request by the City. The intent of this 1571 payment is for the City to utilize the funds to separately procure equivalent public education 1572 services and ensure the contractually agreed upon levels of technical assistance and 1573 outreach to Customers. 1574 F. Key Personnel. Contractor shall make every reasonable effort to maintain the stability and 1575 continuity of Contractor’s staff assigned to perform the services required under this Agreement. 1576 Contractor shall notify the City of any changes in Contractor’s key staff to be assigned to perform 1577 the services required under this Agreement and shall obtain the approval of the City Contract 1578 Manager of all proposed key staff members who are to be assigned to perform services under this 1579 Agreement prior to any such performance. 1580 Notwithstanding City’s approval of Contractor’s personnel, Contractor shall not be relieved from 1581 any liability resulting from the work to be performed under this Agreement, nor shall Contractor 1582 be relieved from its obligation to ensure that its personnel maintain all requisite certifications, 1583 licenses, and the like, and Contractor shall ensure that its personnel at all times fully comply with 1584 June 9, 2020 Item #10 Page 127 of 286 Applicable Law. 1585 At any point during the Term of this Agreement, the City may request, in writing, that any of 1586 Contractor’s employees be reassigned such that they no longer perform any work relating to this 1587 Agreement, and shall provide a statement describing the reason for such request. Within twenty-1588 four (24) hours of Contractor’s receipt of such request, or such other time agreed to by City in 1589 writing, Contractor shall remove the identified employee(s) from performing any work related to 1590 this Agreement; the vacated position(s) must be filled by Contractor with a suitable replacement 1591 within ten (10) calendar days and Contractor shall immediately fill the vacated position with a 1592 temporary replacement if required to perform, without delay, all services required under this 1593 Agreement. 1594 5.8 HAZARDOUS WASTE INSPECTION AND HANDLING 1595 A. Inspection Program and Training. Contractor shall develop a load inspection program that 1596 includes the following components: (i) personnel and training; (ii) load checking activities; (iii) 1597 management of wastes; and, (iv) record keeping and emergency procedures. 1598 Contractor’s load checking personnel, including its Collection vehicle drivers, shall be trained in: 1599 (i) the effects of Hazardous Substances on human health and the environment; (ii) identification 1600 of prohibited materials; and, (iii) emergency notification and response procedures. Collection 1601 vehicle drivers shall inspect Containers before Collection when practical. 1602 B. Response to Excluded Waste Identified During Collection. If Contractor determines that material 1603 placed in any Container for Collection is Excluded Waste or presents a hazard to Contractor's 1604 employees, the Contractor shall have the right to refuse to accept such material. The Generator 1605 shall be contacted by the Contractor and requested to arrange proper Disposal. If the Generator 1606 cannot be reached immediately, the Contractor shall, before leaving the Premises, leave Non-1607 Collection Notice, which indicates the reason for refusing to Collect the material and lists the 1608 phone number of a facility that accepts the Excluded Waste or a phone number of an entity that 1609 can provide information on proper Disposal of the Excluded Waste. Under no circumstances shall 1610 Contractor’s employees knowingly Collect Excluded Waste or remove unsafe or poorly 1611 containerized Excluded Waste from a Collection Container. {Note to Proposers: This may be 1612 revised as needed to reflect Contractor’s proposed approach to non-Collection noticing.} 1613 If Excluded Waste is found in a Collection Container or Collection area that could possibly result 1614 in imminent danger to people or property, the Contractor shall immediately notify the Fire 1615 Department. 1616 C. Response to Excluded Waste Identified At Processing or Disposal Facility. Materials Collected by 1617 Contractor will be delivered to the Approved Facilities for purposes of Processing or Disposal. In 1618 the event that load checkers and/or equipment operators at such facility identify Excluded Waste 1619 in the loads delivered by Contractor, such personnel shall remove these materials for storage in 1620 approved, on-site, Excluded Waste storage Container(s). Contractor shall arrange for removal of 1621 the Excluded Wastes at its cost by permitted haulers in accordance with Applicable Laws and 1622 regulatory requirements. The Contractor may at its sole expense attempt to identify and recover 1623 the cost of Disposal from the Generator. If the Generator can be successfully identified, the cost 1624 of this effort, as well as the cost of Disposal shall be chargeable to the Generator. 1625 June 9, 2020 Item #10 Page 128 of 286 5.9 CONTRACT MANAGEMENT 1626 Consistent with Section 12.10, the City Contract Manager shall monitor and administer of this Agreement. 1627 Contractor shall designate an employee to serve as Contractor’s Contract Manager(s), to be responsible 1628 for working closely with the City Contractor Manager in the monitoring and administration of this 1629 Agreement. The Contractor’s Contract Manager shall not be involved in the management, operations, 1630 administration, marketing, or other activities of Contractor other than under this Agreement and up to 1631 one (1) other community’s franchise agreement. Contractor shall be responsible for notifying the City 1632 Contract Manager of such other community and any change in assignments. 1633 The Contractor’s Contract Manager shall meet and confer with the City Contract Manager to resolve 1634 differences of interpretation and implement and execute the requirements of this Agreement in an 1635 efficient, effective, manner that is consistent with the stated objectives of this Agreement. 1636 The City Contract Manager and the Contractors Contract Manager shall hold contract management 1637 meetings monthly or at such other frequency as designated by the City Contract Manager. This meeting 1638 is intended to review the status of Contractor’s implementation of programs and services required under 1639 this Agreement, coordinate shared efforts between the parties, and such other agenda items as are 1640 deemed appropriate by the Parties for such meetings. 1641 From time to time the City Contract Manager may designate other agents of City to work with Contractor 1642 on specific matters. In such cases, those individuals should be considered designates of the City Contract 1643 Manager for those matters to which they have been engaged. Such designates shall be afforded all of the 1644 rights and access granted thereto. In the event of a dispute between the City Contract Manager’s 1645 designate and Contractor, the City Contract Manager’s determination shall be conclusive. 1646 In the event of dispute between the City Contract Manager and the Contractor regarding the 1647 interpretation of or the performance of services under this Agreement, the City Contract Manager’s 1648 determination shall be conclusive except where such determination results in a material impact to the 1649 Contractor’s revenue and/or cost of operations. In the event of a dispute between the City Contract 1650 Manager and the Contractor results in such material impact to the Contractor, the provisions of Section 1651 10.9 shall apply. For the purposes of this section, “material impact” is an amount equal to or greater than 1652 one (1) percent of Contractor’s annual Gross Receipts under this Agreement. 1653 City Contract Manager or their designate shall have the right to observe and review Contractor operations 1654 and Processing Facilities and enter Premises for the purposes of such observation and review, including 1655 review of Contractor’s records, during reasonable hours with reasonable notice. In no event shall 1656 Contractor prevent access to such Premises for a period of more than three (3) calendar days after 1657 receiving such a request. City Contract Manager shall be granted access to Contractor’s information 1658 systems and Customer service database in accordance with Section 4.10. 1659 5.10 ENVIRONMENTALLY-PREFERABLE PURCHASING 1660 Contractor shall, prior to the Commencement Date, develop and implement an “Environmentally 1661 Preferable Purchasing Policy”. The policy shall be subject to review, request for modification, and approval 1662 by the City Contract Manager. The policy shall, at a minimum, include provisions for: (1) purchasing 1663 materials with the highest available recycled content without materially degrading the performance of 1664 the product; (2) purchasing materials that utilize non-toxic, non-polluting alternative chemistry; (3) a 1665 twenty percent (20%) price preference, relative to virgin or toxic content products, for purchasing 1666 June 9, 2020 Item #10 Page 129 of 286 environmentally preferable materials and supplies; and, (4) source reduction and pollution prevention 1667 strategies for Contractor’s operations. Contractor shall include a summary of their environmentally-1668 preferable purchasing activities in their Annual Report to City (e.g., volume of recycled content paper 1669 purchased, source reduction strategies implemented during the year and the quantified results of that 1670 strategy, etc.). 1671 5.11 LOCAL PURCHASING PREFERENCE 1672 Contractor shall, throughout the Term of this Agreement, give preference to purchasing materials and 1673 supplies used in connection with Agreement from local vendors within the County or State; and in that 1674 order of preference. At a minimum, Contractor shall purchase the following items from vendors within 1675 the County: vehicle supplies (e.g., fuel, fluids, tires, parts, etc.); printing and publishing services for any 1676 and all public education and outreach materials; uniforms, safety clothing/equipment, and work boots; 1677 and office supplies. Contractor shall submit an annual report to City identifying their compliance with this 1678 Section and as identified in Section 5.12 Diversion Requirements. 1679 Contractor shall perform services under this Agreement in a manner which supports the City’s 1680 environmental goals. This includes, but is not limited to, providing services, education, and outreach to 1681 Customers and in the community which promote source reduction, reuse, Recycling, Composting, and 1682 other methods to reduce landfill Disposal. Contractor is expected, during each and every one of its 1683 interactions with Customers, to suggest opportunities for Customers to reduce their Solid Waste 1684 subscription levels and increase the level of Recyclable Materials and Organic Materials service received. 1685 Contractor shall maintain at least fifty percent (50%) Diversion of all materials Collected in the City 1686 (including both materials Collected by Contractor under this Agreement, and Commercial Recyclable 1687 Materials, Organic Materials, and C&D Collected by other City-approved service providers in accordance 1688 with Section 1.2). The Diversion percentage shall be calculated as Total Tons Diverted divided by Total 1689 Tons Collected. Total Tons Diverted does not include processing residue that is Disposed. {Note to 1690 Proposers: The 50% diversion requirement is for the Base Proposals only. The final diversion requirement 1691 will be determined following selection of the final service package. The City anticipates that the final 1692 diversion requirements will reflect some degree or measure of year-over-year improvement in diversion 1693 each year of the Term.} 1694 Contractor shall also Divert at least 85% of Recyclable Materials Collected in the City by Contractor and 1695 70% of Commercial/MFD Organic Materials Collected in the City by Contractor (excluding source 1696 separated wood and yard trimmings collected in Drop Boxes.) Disposed processing residue must not 1697 exceed 15% for Recyclable Materials or 30% for Commercial/MFD Organic Materials, calculated on an 1698 annual average. 1699 5.13 CUSTOMER REBATES FOR FAILURE TO PROVIDE SERVICE 1700 A. General. Contractor and City agree that Contractor’s failure to provide service in accordance with 1701 Articles 4 and 5 of this Agreement will result in the impacted Customer receiving a lower level of 1702 service than is anticipated by the Customer’s subscribed Rate, and creates additional burdens on 1703 the impacted Customer. To account for this, Contractor shall issue rebates to Customers for 1704 specific events of non-performance, in accordance with this Section 5.13. Such rebates shall be 1705 assessed for each calendar day the issue remains unresolved. Contractor shall issue such rebates 1706 automatically, regardless of whether or not the impacted Customer requests a rebate. Rebates as 1707 June 9, 2020 Item #10 Page 130 of 286 described in this Section 5.13 shall be in addition to any Liquidated Damages or other remedies 1708 associated with Contractor’s failure to perform. 1709 B. Missed Collection Rebate. For each failure to resolve a missed or incomplete Collection on the 1710 scheduled collection day, Contractor shall remit to the Customer a Missed Collection Rebate. The 1711 Missed Collection Rebate amount shall be five dollars ($5.00) per calendar day in Rate Period Zero 1712 and Rate Period One, and shall be adjusted annually thereafter by the same percentage used to 1713 adjust Rates in accordance with Exhibit E. Contractor shall continue to remit the Missed Collection 1714 Rebate each calendar day until the Container(s) in question have been Collected. As an example, 1715 for a Collection scheduled for Friday that Contractor misses and subsequently collects on the 1716 following Monday, Contractor shall rebate the Customer the current Missed Collection Rebate 1717 rate multiplied by three calendar days. The Missed Collection Rebate applies to missed Collections 1718 of all material types, including but not limited to Bulky Items and Reusable Materials, Used Motor 1719 Oil and Filters, household batteries, and Cardboard overages. 1720 C. Late Container Delivery Rebate. For each failure to deliver a Container to a new or existing 1721 Customer in accordance with the schedule provided in Section 5.6, Contractor shall remit to the 1722 Customer a Late Container Delivery Rebate. The Late Container Delivery Rebate amount shall be 1723 five dollars ($5.00) per calendar day per Container in Rate Period Zero and Rate Period One, and 1724 shall be adjusted annually thereafter by the same percentage used to adjust Rates in accordance 1725 with Exhibit E. Contractor shall continue to remit the Late Container Delivery Rebate each calendar 1726 day until the Container(s) in question have been delivered. The Late Container Delivery Rebate 1727 applies to all approved Containers, including but not limited to a Used Motor Oil Recovery Kits, if an 1728 empty Used Oil Recovery Kit is not left when the full kit is Collected, in accordance with Section 4 of 1729 Exhibit B1. 1730 D. Reporting Requirements: 1731 i. Missed Collection Rebate Report: Additionally, on no less than a weekly basis, Contractors 1732 Contract Administrator shall update the Customer’s account records to note the Missed Collection 1733 Rebate event(s). Contractor shall maintain records and report to the City monthly on Missed 1734 Collection Rebate monitoring activities and actions taken. The monthly report shall include, but is 1735 not limited to: list of Customers that were provided rebates, date of rebate, amount of rebate, 1736 list of customer complaints relating to Missed Collection, and Contractors response and actions 1737 taken in response to Customer Complaints. 1738 ii. Late Container Delivery Rebate Report: Additionally, on no less than a weekly basis, Contractors 1739 Contract Administrator shall update the Customer’s account records to note the Late Container 1740 Delivery event(s). Contractor shall maintain records and report to the City monthly on Late 1741 Container Delivery monitoring activities and actions taken. The monthly report shall include, but 1742 is not limited to: list of Customers that were provided rebates, date of rebate, amount of rebate, 1743 list of customer complaints relating to Late Container Delivery, and Contractors response and 1744 actions taken in response to Customer Complaints. 1745 June 9, 2020 Item #10 Page 131 of 286 ARTICLE 6. 1746 RECORD KEEPING AND REPORTING 1747 6.1 RECORD KEEPING 1748 Contractor shall maintain Customer contact data, Customer service, accounting, statistical, operational, 1749 programmatic, and other records, and associated documentation, related to its performance as shall be 1750 necessary to provide detailed and accurate reports under this Agreement, and to demonstrate compliance 1751 with this Agreement and Applicable Law. Unless otherwise required in this Article, Contractor shall retain 1752 all records and data required to be maintained by this Agreement for the Term of this Agreement plus five 1753 (5) years after its expiration or earlier termination. Records and data shall be in chronological and 1754 organized form that is readily and easily interpreted to facilitate the flexible use of data to structure 1755 reports. Contractor’s records shall be stored in one central location, physical or electronic, that can be 1756 readily accessed by Contractor. Upon request, any such records shall be retrieved in a timely manner, not 1757 to exceed five (5) Working Days of a request by the City Contract Manager, and made available to the City 1758 Contract Manager; including any record or documentation that City, in their sole discretion, may deem 1759 necessary, for the City to fulfill obligations under Applicable Law including, but not limited to, AB 939, AB 1760 341, AB 1826, AB 876, AB 901, SB 1383, and other current or future federal, State, or local regulations, as 1761 amended. 1762 Contractor shall maintain adequate record security to preserve records from events that can be 1763 reasonably anticipated such as a fire, theft, and an earthquake. Electronically-maintained data and 1764 records shall be protected and backed-up. The City reserves the right to require the Contractor to maintain 1765 the records required herein using a City-selected web-based software platform, at Contractor’s expense. 1766 To the extent that Contractor utilizes its computer systems to comply with record keeping and reporting 1767 requirements under this Agreement, Contractor shall, on a monthly basis, save all system-generated 1768 reports supporting those record keeping and reporting requirements in a static format in order to provide 1769 an audit trail for all data required by City, as requested, under this agreement. 1770 At a mutually agreed upon time during normal business hours, but within five (5) work days of a written 1771 request, Contractor shall provide to the City the Contractor’s data and records with respect to the matters 1772 covered by this Agreement and applicable law. Contractor shall permit the City, or its designee, to audit, 1773 examine, and make excerpts or transcripts from such data and records, and make copies of all data 1774 relating to all matters covered by this Agreement and the applicable law. Contractor shall maintain such 1775 data and records in an accessible location and condition for a period of not less than five (5) years 1776 following the City’s receipt of final payment under this Agreement unless the City agrees in writing to an 1777 earlier disposition. Contractor agrees that all data regarding business operations, customer lists, routing, 1778 tonnage, Service Levels, work orders issued from dispatch, customer service logs and account notes, and 1779 work force and bargaining agreements, do not constitute Proprietary Information or trade secrets and 1780 shall be made available to the City Contract Manager or their designee upon request and within the 1781 timelines required by this Section 6.1. City is subject to the California Public Records Act (Government 1782 Code section 6250, et. seq.) and nothing in this Agreement is intended to impair City’s requirements or 1783 obligations under that Act. 1784 City views its ability to defend itself against Comprehensive Environmental Response, Compensation and 1785 Liability Act (CERCLA), and related litigation as a matter of great importance. For this reason, City regards 1786 its ability to prove where Collected Recyclable Materials, Organic Materials, and Solid Waste are taken for 1787 Transfer, Processing, or Disposal. Contractor shall maintain records which can establish where Recyclable 1788 June 9, 2020 Item #10 Page 132 of 286 Materials, Organic Materials, and Solid Waste Collected were Transferred, Processed, or Disposed. This 1789 provision shall survive the expiration or earlier termination of this Agreement. Contractor shall maintain 1790 these records for a minimum of ten (10) years beyond expiration or earlier termination of the Agreement. 1791 Contractor shall provide these records to City (upon request or at the end of the record retention period) 1792 in an organized and indexed manner rather than destroying or Disposing of them. 1793 6.2 REPORT SUBMITTAL REQUIREMENTS 1794 Contractor shall submit monthly reports within fourteen (14) calendar days after the end of the calendar 1795 month and annual reports no later than forty-five (45) calendar days after the end of each calendar year. 1796 Monthly and annual reports shall include at a minimum, all data and information described in Exhibit D, 1797 unless otherwise specified under this Agreement. 1798 Contractor may propose report formats that are responsive to the objectives and audiences for each 1799 report. The format of each report shall be approved by the City Contract Manager, in their sole discretion. 1800 City Contract Manager may, from time to time during the Term, review, and request changes to 1801 Contractor’s report formats and content and Contractor shall not unreasonably deny such requests. 1802 Contractor shall submit all reports to the City Contract Manager electronically via e-mail using software 1803 acceptable to the City. The City reserves the right to require the Contractor to maintain records and submit 1804 the reports required herein through use of a City-selected web-based software platform, at the 1805 Contractor’s expense. 1806 City reserves the right to require Contractor to provide additional reports or documents as City Contract 1807 Manager reasonably determines to be required for the administration of this Agreement or compliance 1808 with Applicable Law. 1809 6.3 PERFORMANCE REVIEW AND AUDIT 1810 The City may conduct, and Contractor shall cooperate with, two (2) performance reviews and detailed 1811 financial audits, at any point during the Term of this Agreement in the City Contract Manager’s sole 1812 discretion, to verify Contractor has fulfilled its financial and operational obligations under this Agreement. 1813 The purpose of such review and audit shall be, without limitation, to review Complaints, billings, and fee 1814 payments to City, and to determine if Contractor has met the performance standards described in this 1815 Agreement (including, without limitation, direct services provided to Customers as described in Exhibit B, 1816 public education and outreach required in Exhibit C, recordkeeping and reporting as required in Exhibit D, 1817 and performance standards established in Exhibit F). City may choose to enlist professional service 1818 providers to perform such review and audit, and Contractor shall be required to pay City’s actual costs for 1819 such services up to ninety thousand dollars ($90,000) per review (such amount shall be adjusted annually 1820 by the annual percentage change in CPI-U, calculated in accordance with Exhibit E). Contractor may not 1821 influence or control the City’s selection of professional service providers nor the specific review items 1822 covered by the review. Contractor shall cooperate with the City and its agents during the review and audit 1823 process. If any noncompliance with the Agreement is found, the City may direct the Contractor to correct 1824 the inadequacies in accordance with Article 10 of this Agreement. 1825 At the City’s sole option, with at least thirty (30) calendar days written notification to the Contractor, it 1826 may conduct a public hearing at which the Contractor shall be present and shall participate, to review the 1827 Contractor's performance, quality of service, and evaluation of technological and regulatory changes. The 1828 reports required by Exhibit D to this Agreement regarding Customer Complaints may be utilized as a basis 1829 June 9, 2020 Item #10 Page 133 of 286 for review as well as any findings from performance review and/or audits. Performance and service quality 1830 review hearings may be scheduled by the City at its discretion throughout the Term of the Agreement. 1831 In addition to the other requirements of this Agreement, the Parties shall be subject to the examination 1832 and audit of the State Auditor for a period of three (3) years after final payment under the Agreement, 1833 per Government Code section 8546.7. 1834 ARTICLE 7. 1835 CITY REIMBURSEMENT 1836 7.1 FRANCHISE FEE 1837 The Contractor shall pay a Franchise Fee to City each month in exchange for the exclusive rights granted 1838 under this Agreement. The amount of the Franchise Fee shall be equal to ________ percent (X.X%) of 1839 Gross Receipts, paid out of Contractor’s Profit, for all services performed under this Agreement and shall 1840 be paid in monthly installments. {Note to Proposer: The City intends to negotiate this amount with the 1841 selected proposer. The amount provided is the current fee received by the City.} 1842 7.2 AB 939/SB 1383 REIMBURSEMENT 1843 The Contractor shall pay an AB 939/SB 1383 Reimbursement to City each month. The amount of the AB 1844 939/SB 1383 Reimbursement shall be twenty-one thousand six hundred sixty-six dollars ($21,666) per 1845 month in Rate Period One and shall be paid in equal monthly installments. City shall use the AB 939/SB 1846 1383 Reimbursement to refund expenses including but not limited to, staffing costs related to City 1847 programs, pilot studies, education and outreach campaigns, technical assistance to Customers, reporting, 1848 compliance, capacity planning, provision of special containers, or other activities involved in compliance 1849 with AB 939 and/or SB 1383. The City shall retain the sole right to set priorities for the use of its AB 939/SB 1850 1383 Fee. This fee shall be a pass-through cost. {Note to Proposer: The City intends to negotiate this 1851 amount with the selected proposer.} 1852 7.3 VEHICLE IMPACT MITIGATION REIMBURSEMENT 1853 The Contractor shall pay a Vehicle Impact Mitigation Fee to City each month. The amount of the Vehicle 1854 Impact Mitigation Fee shall be zero dollars ($0) per month in Rate Period One. This fee is to reimburse the 1855 City for street maintenance costs incurred from Collection vehicles traveling on City streets. {Note to 1856 Proposer: The City intends to negotiate this amount with the selected proposer.} 1857 7.4 STORM WATER REIMBURSEMENT 1858 The Contractor shall pay a Storm water reimbursement to the City each month. The amount of the 1859 Household Hazardous Waste Fee shall equal $______ in Rate Period One. This payment is to reimburse 1860 the City for the cost of providing certain storm water-related services and programs that are related to 1861 the provision of Solid Waste services. {Note to Proposer: The City intends to negotiate this amount with 1862 the selected proposer.} 1863 7.5 ADJUSTMENT TO REIMBURSEMENT 1864 City may set other reimbursement payments or adjust the reimbursement amounts established in this 1865 June 9, 2020 Item #10 Page 134 of 286 Article from time-to-time during the Term of this Agreement and such adjustments shall be included in 1866 the adjustment of Rates described in Exhibit E. 1867 The amounts of the AB 939/SB 1383 Fee and Storm water reimbursement for subsequent Rate Periods 1868 shall be adjusted annually by the same Annual Percentage Change in the CPI-U, calculated in accordance 1869 with the adjustment method described in Exhibit E. 1870 7.6 PAYMENT SCHEDULE AND LATE FEES 1871 Within twenty (20) calendar days of the end of each calendar month, during the Term of this Agreement, 1872 Contractor shall remit to City all fees as described in this Article. Such fees shall be remitted to City and 1873 sent or delivered to the City Contract Manager. If such remittance is not paid to City on or before the 1874 twentieth (20th) calendar day following the end of a calendar month, all fees due shall be subject to a 1875 delinquency penalty of one and one-half percent (1.5%), which attaches on the first day of delinquency. 1876 The delinquency penalty shall be increased an additional one and one-half percent (1.5%) for each 1877 additional month the payment remains delinquent. 1878 Each monthly remittance to City shall be accompanied by a statement listing the amount of each fee paid; 1879 calculation of each fee; and, statement of Gross Receipts which separately identifies SB 1383 Fee Eligible 1880 Revenues, by Customer Type for the period collected from all operations conducted or permitted by this 1881 Agreement. City Contract Manager may, at any time during the Term, request a detailed calculation of 1882 Gross Receipts which may include, but is not necessarily limited to, the number of Customers charged at 1883 each Service Level and Rate for each billing period. Contractor shall maintain all supporting documents 1884 and calculations for each payment made to City as required by Section 6.1. 1885 City Contract Manager may, at any time during the Term, perform an audit of Contractor’s billings and 1886 payment of fees. Contractor shall cooperate with the City Contract Manager in any such audit. Should City 1887 or its agent perform this review and identify billing errors or other errors in payment of fees valued at one 1888 (1) percent or more of Gross Receipts for the period reviewed, Contractor shall, in addition to 1889 compensating City for lost fees, reimburse the City’s actual cost of the review. 1890 7.7 PROCUREMENT REIMBURSEMENT 1891 Within (5) Business Days of the Effective Date of this Agreement, Contractor shall pay the City a one-time 1892 reimbursement of three hundred thousand dollars ($300,000) to compensate City for its costs associated 1893 with performing due diligence related to the selection of Contractor for this Agreement. 1894 ARTICLE 8. 1895 CONTRACTOR’S COMPENSATION AND RATE 1896 SETTING 1897 8.1 GENERAL 1898 The Contractor’s compensation for performance of all its obligations under this Agreement shall be Gross 1899 Receipts. Contractor’s compensation provided for in this Article shall be the full, entire and complete 1900 compensation due to Contractor pursuant to this Agreement for all labor, equipment, materials and 1901 supplies, Transfer, Processing and Disposal fees, City Fees, taxes, insurance, bonds, overhead, operations, 1902 profit, and all other things necessary to perform all the services required by this Agreement in the manner 1903 June 9, 2020 Item #10 Page 135 of 286 and at the times prescribed. Nothing herein shall obligate City to provide any compensation to Contractor 1904 beyond Gross Receipts. 1905 If Contractor’s actual costs, including fees due to City, are more than Gross Receipts, Contractor shall not 1906 be compensated for the difference in actual costs and actual Gross Receipts. If Contractor’s actual costs 1907 are less than the actual Gross Receipts, Contractor shall retain the difference provided that Contractor 1908 has paid City fees pursuant to Article 7. 1909 Under this Agreement, Contractor shall have the right and obligation to charge and collect from 1910 Customers, Rates in Exhibit G3 that are approved by the City for provision of services to Customers. The 1911 Rates for Rate Period One are based on the Contractor’s Proposal. Contractor’s proposed costs and 1912 operating assumptions for Rate Period Zero and Rate Period One are presented in Exhibit G3. This 1913 Agreement includes references to Contractor’s ability to charge Customers for various services provided 1914 and described in this Agreement. Contractor may not charge Customer any Rate which is not approved in 1915 Exhibit G3, as may be amended from time to time. Exhibit G3 includes descriptions of the basis for and 1916 occasions upon which Contractor may charge those Rates. Contractor may not charge a Rate for a service 1917 other than that which is described in Exhibit G3. In the event of a conflict between Exhibit G3 and any 1918 other provision of this Agreement, the description in Exhibit G3 shall control. 1919 The Approved Recyclable Materials Processing Facility shall retain revenues received for the sale of 1920 Recyclable Materials including California Redemption Value revenues. Such revenues have been 1921 considered in the establishment of Rates for services provided under this Agreement. Neither Contractor 1922 nor the Approved Recyclable Materials Processing Facility are entitled to funds available through the 1923 Department of Resources Recycling and Recovery (CalRecycle) through its “City/County Payment 1924 Program” pursuant to Section 14581(a)(5)(A) of the California Beverage Container Recycling and Litter 1925 Reduction Act. 1926 8.2 RATES AND ANNUAL ADJUSTMENTS 1927 A. General. The City Contract Manager shall be responsible for approving Rates as described in this 1928 Article. If at any time during the Term of the Agreement, the Contractor determines the need for 1929 a Rate that does not appear on the City-approved Rate schedule in Exhibit G3, Contractor shall 1930 immediately notify the City Contract Manager and request establishment of such Rate. For 1931 example, if a Customer requires Collection of Organic Materials in a fifteen (15) cubic yard 1932 Compactor five (5) times per week and the City-approved Rate schedule does not include this 1933 level of service, the Contractor must request that the City approve a Rate for this level of service. 1934 Approval of Rates described in this Section 8.2 may be made by the City Contract Manager. 1935 B. Rates for Rate Period One. Rates for Rate Period One, which are presented in Exhibit G3, were 1936 determined by Contractor and City and were approved along with the Agreement. The Rates for 1937 Rate Period One shall be effective from July 1, 2022 through June 30, 2023. 1938 C. Rates for Subsequent Rate Periods. Rates for subsequent Rate Periods shall be adjusted annually 1939 in accordance with this Section 8.2 and Exhibit E. 1940 The index-based adjustment, which is described in Exhibit E1, involves use of various cost 1941 adjustment factors (such as the percentage change in the consumer price index and changes in 1942 tonnage and tipping fees) to calculate adjusted Rates. Such Rate adjustment calculations shall be 1943 performed in strict conformance to the procedures described in Exhibit E1. 1944 June 9, 2020 Item #10 Page 136 of 286 In Rate Periods Four (4) and/or Eight (8) Rates shall be adjusted using the cost-based methodology 1945 described in Exhibit E2 that involves a review of Contractor’s actual costs and revenues and 1946 projection of costs and revenues for the coming Rate Period. This cost-based Rate adjustment will 1947 be performed instead of the index-based rate adjustment for that Rate Period. The cost-based 1948 adjustment process is intended to provide the City an opportunity to adjust Rates to more 1949 accurately reflect actual revenues and costs of operations. Such Rate adjustment calculations shall 1950 be performed in strict conformance to the procedures described in Exhibit E2. 1951 D. Rate Structure. The City may, at any time during the term of this Agreement and in its sole 1952 discretion, change the relationship of individual Rates in comparison with other Rates. Any such 1953 changes would occur in conjunction with the annual Rate adjustment process described in Section 1954 8.2.D or in conjunction with a Rate adjustment resulting from an extraordinary Rate adjustment 1955 in accordance with Section 8.3. Changes to the rates charged under the new structure shall be 1956 calculated in such a way that the revised Rate structure generates at least the same amount of 1957 total revenue when the current number of accounts at each Service Level are multiplied by the 1958 Rates charged for each Service Level and the total for all Service Levels are summed. 1959 8.3 EXTRAORDINARY RATE ADJUSTMENTS 1960 It is understood that the Contractor accepts the risk for changes in cost of providing services and the 1961 service levels requested by Customers and therefore the extraordinary adjustments to Rates shall be 1962 limited to a Change in Law or a City-directed change in scope. If a Change in Law or City-directed change 1963 in scope (pursuant to Section 3.5) occurs, the Contractor may petition City for an adjustment to the Rates 1964 in excess of the annual adjustment described in Section 8.2. 1965 Contractor shall prepare an application for the extraordinary Rate increase. Such submittal shall be 1966 prepared in compliance with the procedures described in Exhibit E2 and shall provide all information 1967 requested by City Contract Manager specific to the nature of the request being made. Contractor shall 1968 pay all reasonable costs incurred by City, including the costs of outside accountants, attorneys, and/or 1969 consultants, in order determine the reasonableness of the requested Rate adjustment. The application 1970 shall clearly document the reason for the proposed adjustment, include calculation of the proposed Rate 1971 adjustments, and provide supporting documentation. 1972 In the event of such an application for extraordinary Rate increase, it is understood that the Contractor 1973 shall have the burden of demonstrating to the reasonable satisfaction of the City Contract Manager that 1974 the failure of City to adjust the Rates will result in the Contractor’s financial loss or failure to achieve 1975 reasonable profitability due to the Change in Law or City-directed change in scope. The Contractor will 1976 have to demonstrate financial loss or a failure to achieve reasonable profitability by allowing for City 1977 Contract Manager review of financial statements and supporting documentation. 1978 The City Contract Manager shall have the right to request any other information that they, in their sole 1979 judgment, determine is necessary to establish the reasonableness or accuracy of Contractor’s request for 1980 an extraordinary Rate increase. Contractor’s failure to fully cooperate in a timely manner with any 1981 reasonable request for information by the City Contract Manager may result in either the denial of or a 1982 delay in the approval of the request for an extraordinary Rate increase 1983 June 9, 2020 Item #10 Page 137 of 286 ARTICLE 9. 1984 INDEMNITY, INSURANCE, AND PERFORMANCE 1985 BOND 1986 9.1 INDEMNIFICATION 1987 A. General. Contractor shall indemnify, defend with counsel acceptable to City, and hold harmless 1988 (to the full extent permitted by law) City and its officers, officials, employees, volunteers, and 1989 agents from and against any and all claims, liability, loss, injuries, damage, expense, and costs 1990 (including without limitation costs and fees of litigation, including attorneys’ and expert witness 1991 fees) (collectively, “Damages”) of every nature arising out of or in connection with Contractor’s 1992 performance, and the performance of any subcontractor, or agent of Contractor, under this 1993 Agreement, or its failure to comply with any of its obligations contained in the Agreement, except 1994 to the extent such loss or damage was caused by the negligence or willful misconduct of City. This 1995 Section 9.1 shall survive the expiration or termination of this Agreement and shall not be 1996 construed as a waiver of City’s legal and/or equitable rights as defined herein and permitted under 1997 Applicable Law. 1998 B. Excluded Waste. Contractor acknowledges that it is responsible for compliance during the entire 1999 Term of this Agreement with all Applicable Laws. Contractor shall not store, transport, use, or 2000 Dispose of any Excluded Waste except in strict compliance with all Applicable Laws. 2001 If Contractor negligently or willfully mishandles Excluded Waste in the course of carrying out its 2002 activities under this Agreement, Contractor shall at its sole expense promptly take all investigatory 2003 and/or remedial action reasonably required for the remediation of such environmental 2004 contamination. Prior to undertaking any investigatory or remedial action, however, Contractor 2005 shall first obtain City’s approval of any proposed investigatory or remedial action. Should 2006 Contractor fail at any time to promptly take such action, City may undertake such action at 2007 Contractor’s sole cost and expense, and Contractor shall reimburse City for all such expenses 2008 within thirty (30) calendar days of being billed for those expenses, and any amount not paid within 2009 that thirty (30) calendar day period shall thereafter be deemed delinquent and subject to the 2010 delinquent fee payment provision of Section 7.8. These obligations are in addition to any defense 2011 and indemnity obligations that Contractor may have under this Agreement. 2012 Notwithstanding the foregoing, Contractor’s duties under this subsection shall not extend to any 2013 claims arising from the Disposal of Solid Waste at the Designated Disposal Facility, including, but 2014 not limited to, claims arising under Comprehensive Environmental Response, Compensation and 2015 Liability Act (CERCLA) unless such claim is a direct result of Contractor’s negligence or willful 2016 misconduct. 2017 C. Environmental Indemnity. Contractor shall defend with counsel acceptable to City, indemnify, 2018 and hold City harmless against and from any and all claims, suits, losses, penalties, damages, and 2019 liability for damages of every name, kind and description, including attorneys’ fees and costs 2020 incurred, attributable to the negligence or willful misconduct of Contractor in handling Excluded 2021 Waste. 2022 D. Electronic and Web based Information Indemnity. Contractor shall defend with counsel 2023 acceptable to City, indemnify, and hold City harmless against and from any and all cyber-related 2024 June 9, 2020 Item #10 Page 138 of 286 claims, including but not limited to, suits, losses, penalties, damages, responsibility for costs, 2025 regulatory fines, penalties, credit monitoring expenses, and liability for damages of every name, 2026 kind and description, including attorneys’ fees and costs incurred, attributable to the negligence 2027 or willful misconduct of Contractor and any Subcontractors used in performance of this 2028 agreement in handling or protecting Customer information over which Contractor has control, 2029 including but not limited to billing details, electronic payment(s), and customer account 2030 information that is not readily available to the general public. Contractor shall maintain electronic 2031 files and Contractor’s website in accordance with the industry best practices for maintaining such 2032 information as safely and securely as possible. Nothing in this Section 9.1(D) shall prevent or 2033 restrict Contractors obligation and responsibility to provide City with information required under 2034 this Agreement. 2035 D. Related to AB 939, AB 341, AB 1826, and SB 1383. Contractor’s duty to defend and indemnify 2036 herein includes all fines and/or penalties imposed by CalRecycle, if the requirements of AB 939, 2037 AB 341, AB 1826, and/or SB 1383 are not met by the Contractor with respect to the Contractors 2038 obligations under this Agreement, and such failure is: (i) due to the failure of Contractor to meet 2039 its obligations under this Agreement; or, (ii) due to Contractor delays in providing information 2040 that prevents Contractor or City from submitting reports to regulators in a timely manner. 2041 E. Related to Proposition 218. Should there be a Change in Law or a new judicial interpretation of 2042 Applicable Law, including, but not limited to, Article XIII C and D of the California Constitution 2043 (Commonly Proposition 218), which impacts the Rates for the Collection services established in 2044 accordance with this Agreement, Contractor agrees to meet and confer with City to discuss the 2045 impact of such Change in Law on either Party’s ability to perform under this Agreement. 2046 If, at any time, a Rate adjustment determined to be appropriate by both City and Contractor to 2047 compensate Contractor for increases in costs as described in this Agreement cannot be 2048 implemented for any reason, Contractor shall be granted the option to negotiate with City, in 2049 good faith, a reduction of services equal to the value of the Rate adjustment that cannot be 2050 implemented. If City and Contractor are unable to reach agreement about such a reduction in 2051 services, then Contractor may terminate this Agreement upon one (1) year’s prior written notice 2052 to City, in which case the Contractor and City shall each be entitled to payment of amounts due 2053 for contract performance through the date of termination but otherwise will have no further 2054 obligation to one another unless this Agreement specifically states otherwise, after the date of 2055 such termination. Should a court of competent jurisdiction determine that the Contractor cannot 2056 charge and/or increase its Rates for charges related to Franchise Fees and governmental fees and 2057 charges, Contractor shall reduce the Rates it charges Customers a corresponding amount, 2058 providing said fees, reimbursements, Rates and/or charges disallowed by the court are not related 2059 to the cost of providing service hereunder and had been incorporated in the Rates charged by 2060 Contractor to its Customers. 2061 Nothing herein is intended to imply that California Constitution, Articles XIIIC or XIIID, apply to the 2062 Rates established for services provided under this Agreement; rather this Section is provided 2063 merely to allocate risk of an adverse judicial interpretation between the Parties. 2064 F. CalPERS Eligibility Indemnification. Contractor’s employees, agents, or subcontractors providing 2065 service under this Agreement shall not: (1) qualify for any compensation and benefit under 2066 CalPERS; (2) be entitled to any benefits under CalPERS; (3) enroll in CalPERS as an employee of 2067 June 9, 2020 Item #10 Page 139 of 286 City; (4) receive any employer contributions paid by City for CalPERS benefits; or, (5) be entitled 2068 to any other CalPERS-related benefit that would accrue to a City employee. Contractor’s 2069 employees, agents, or subcontractors hereby waive any claims to benefits or compensation 2070 described in this Section 9.1. This Section 9.1 applies to Contractor notwithstanding any other 2071 agency, state or federal policy, rule, regulation, law, or ordinance to the contrary. 2072 If Contractor’s employees, agents, or subcontractors providing services under this Agreement 2073 claim, or are determined by a court of competent jurisdiction or the California Public Employees 2074 Retirement System (“CalPERS”) to be eligible for enrollment in CalPERS of the City, Contractor 2075 shall indemnify, defend, and hold harmless City for the payment of any employer and employee 2076 contributions for CalPERS benefits on behalf of the employee as well as for payment of any 2077 penalties and interest on such contributions which would otherwise be the responsibility of the 2078 City. 2079 Contractor’s Compensation under this Agreement shall be the full and complete compensation to 2080 which Contractor and Contractor’s officers, employees, agents, and subcontractors are entitled 2081 for performance of any work under this Agreement. Neither Contractor nor Contractor’s officers, 2082 employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health, 2083 leave or other fringe benefits applicable to City employees. The City will not make any federal or 2084 state tax withholdings on behalf of Contractor. The City shall not be required to pay any workers’ 2085 compensation insurance on behalf of Contractor. 2086 Contractor agrees to defend and indemnify the City for any obligation, claim, suit, or demand for 2087 tax, retirement contribution including any contribution to CalPERS, social security, salary or 2088 wages, overtime payment, or workers’ compensation payment which the City may be required to 2089 make on behalf of (1) Contractor, (2) any employee of Contractor, or (3) any employee of 2090 Contractor construed to be an employee of the City, for work performed under this Agreement. 2091 9.2 INSURANCE 2092 {Note to Proposers: Final insurance provisions are subject to approval by City’s Risk Manager. 2093 A. General Requirements. Contractor shall, at its sole cost and expense, maintain in effect at all times 2094 during the Term of this Agreement not less than the following coverage and limits of insurance: 2095 B. Coverages and Requirements. During the Term of this Agreement, Contractor shall at all times 2096 maintain, at its expense, the following coverages and requirements. Failure to maintain the 2097 identified insurance requirements during the entire term of this agreement shall constitute an event 2098 of default subject to Section 10.1(C). The comprehensive general liability insurance shall include 2099 broad form property damage insurance. 2100 1. Minimum Coverages. Insurance coverage shall be with limits not less than the following: 2101 Comprehensive General Liability – $10,000,000 combined single limit per occurrence for 2102 bodily injury, personal injury, and property damage. 2103 Automobile Liability – $10,000,000 combined single limit per accident for bodily injury 2104 and property damage (include coverage for Hired and Non-owned vehicles). 2105 June 9, 2020 Item #10 Page 140 of 286 Workers’ Compensation – Statutory Limits/Employers’ Liability - $1,000,000/accident 2106 for bodily injury or disease. 2107 Employee Blanket Fidelity Bond – $500,000 per employee loss covering dishonesty, 2108 forgery, alteration, theft, disappearance, and destruction (inside or outside). 2109 Pollution Liability – $10,000,000 per loss and annual aggregate applicable to bodily injury; 2110 property damage, including loss of use of damaged property or of property that has not 2111 been physically damaged or destroyed; clean-up costs, including first party cleanup of the 2112 City’s property and third party cleanup, and bodily injury costs if pollutants impact other 2113 properties; and defense, including costs, fees and expenses incurred in the investigation, 2114 defense, or resolution of claims. Coverage shall include completed operations and shall 2115 apply to sudden and non-sudden pollution conditions. Coverage shall apply to acts, errors 2116 or omissions arising out of, or in connection with, Contractor’s scope of work under this 2117 Agreement. Coverage shall also apply to non-owned deposit sites (“NODS”) that shall 2118 protect against, for example, claims regarding bodily injury, property damage, and/or 2119 cleanup costs involving NODS. Coverage is preferred by the City to be occurrence based. 2120 However, if provided on a claims-made basis, Contractor warrants that any retroactive 2121 date applicable to coverage under the policy precedes the effective date of this 2122 Agreement, and that continuous coverage shall be maintained or an extended discovery 2123 period will be exercised for a period of five (5) years beginning from the time work under 2124 this Contract is completed. 2125 Technology Professional Liability Errors and Omissions Insurance (Cyber Liability) 2126 appropriate to the Contractor’s profession and industry practice, with limits not less than 2127 $2,000,000 per occurrence. Coverage shall be sufficiently broad to respond to the duties 2128 and obligations undertaken by Contractor in this Agreement and shall include, but not be 2129 limited to, claims involving infringement of intellectual property, copyright, trademark, 2130 invasion of privacy violations, information theft, release of private information, extortion, 2131 and network security. The policy shall provide coverage for breach response costs as well 2132 as regulatory fines and penalties as well as credit monitoring expenses with limits 2133 sufficient to respond to these obligations. 2134 a. The Policy shall include, or be endorsed to include, property damage liability 2135 coverage for damage to, alteration of, loss of, or destruction of electronic data 2136 and/or information “property” of the City in the care, custody, or control of the 2137 Contractor. If not covered under the Contractor’s liability policy, such “property” 2138 coverage of the City may be endorsed onto the Contractor’s Cyber Liability Policy 2139 as covered property as follows: 2140 b. Cyber Liability coverage in an amount sufficient to cover the full replacement 2141 value of damage to, alteration of, loss of, or destruction of electronic data and/or 2142 information “property” of the City that will be in the care, custody, or control of 2143 Contractor. 2144 2. Additional Insured. City, its officers, agents, employees, and volunteers shall be named as 2145 additional insured on all but the workers’ compensation and professional liability 2146 coverages. 2147 June 9, 2020 Item #10 Page 141 of 286 3. Said policies shall remain in force through the life of this Agreement and, with the 2148 exception of professional liability coverage, shall be payable on a “per occurrence” basis 2149 unless City’s Risk Manager specifically consents in writing to a “claims made” basis. For all 2150 “claims made” coverage, if the Contractor changes insurance carriers Contractor shall 2151 purchase “tail” coverage or otherwise provide for continuous coverage covering the Term 2152 of this Agreement and not less than three (3) years thereafter, except for the five (5) year 2153 tail of Pollution Liability Coverage as described above. Proof of such “tail” or other 2154 continuous coverage shall be required at any time that the Contractor changes to a new 2155 carrier prior to receipt of any payments due. 2156 4. The Contractor shall declare all aggregate limits on the coverage before commencing 2157 performance of this Agreement, and City’s Risk Manager reserves the right to require 2158 higher aggregate limits to ensure that the coverage limits required for this Agreement as 2159 set forth above are available throughout the performance of this Agreement. 2160 5. The deductibles or self-insured retentions are for the account of Contractor and shall be 2161 the sole responsibility of the Contractor. 2162 6. Each insurance policy shall provide or be endorsed to state that coverage shall not be 2163 suspended, voided, canceled by either Party, reduced in coverage or in limits except after 2164 thirty (30) calendar days prior written notice by certified mail, return receipt requested, 2165 has been given to City Contract Manager ten (10) Business Days for delinquent insurance 2166 premium payments). 2167 7. Insurance must be placed with insurers with a current A.M. Best’s rating of no less than 2168 A-VII, or with a surplus line carrier appearing on the List of Approved Surplus Line Insurers, 2169 (“LASLI”) with a Best’s Key Rating Guide of at least A: X. Insurers, and corresponding 2170 policies required by this Section, must also comply with all other aspects of City Council 2171 Policy # 70. 2172 8. The policies shall cover all activities of Contractor, its officers, employees, agents and 2173 volunteers arising out of or in connection with this Agreement. 2174 9. For any claims relating to this Agreement, the Contractor’s insurance coverage shall be 2175 primary, including as respects City, its officers, agents, employees, and volunteers. Any 2176 insurance maintained by City shall apply in excess of, and not contribute with, insurance 2177 provided by Contractor’s liability insurance policy. 2178 10. The Contractor shall waive all rights of subrogation against City, its officers, employees, 2179 agents, and volunteers. 2180 C. Endorsements. Prior to the Effective Date pursuant to this Agreement, Contractor shall furnish 2181 City Contract Manager with certificates or original endorsements reflecting coverage required by 2182 this Agreement. The certificates or endorsements are to be signed by a Person authorized by that 2183 insurer to bind coverage on its behalf. All certificates or endorsements are to be received by, and 2184 are subject to the approval of, City Risk Manager before work commences. 2185 D. Renewals. During the Term of this Agreement, Contractor shall furnish City Contract Manager 2186 with certificates or original endorsements reflecting renewals, changes in insurance companies, 2187 June 9, 2020 Item #10 Page 142 of 286 and any other documents reflecting the maintenance of the required coverage throughout the 2188 entire Term of this Agreement. The certificates or endorsements are to be signed by a Person 2189 authorized by that insurer to bind coverage on its behalf. 2190 E. No Cap on Indemnity. The minimum amounts of coverage described in this Section 9.2 will not 2191 constitute any limitations or cap on Contractor’s indemnification obligations under this 2192 Agreement. 2193 F. Workers' Compensation. Contractor shall provide workers’ compensation coverage as required 2194 by State law, and shall comply with Section 3700 of the State Labor Code. 2195 9.3 PERFORMANCE BOND 2196 Within seven (7) calendar days of the City’s notification to Contractor that the City has executed this 2197 Agreement, Contractor shall file with the City a bond, payable to the City, securing the Contractor's 2198 performance of its obligations under this Agreement and such bond shall be renewed annually if necessary 2199 so that the performance bond is maintained at all times during the Term. The principal sum of the bond 2200 shall be {Note to Proposer: Performance Bond amount to be set at an amount equaling 25% of proposed 2201 annual gross receipts} and shall be adjusted every three (3) years, commencing with Rate Period Three, 2202 to equal three (3) months of the prior Rate Period’s annual Gross Receipts. The bond shall be executed as 2203 surety by a corporation authorized to issue surety bonds in the State of California that has a rating of A or 2204 better in the most recent edition of Best’s Key Rating Guide, and that has a record of service and financial 2205 condition satisfactory to the City. The bond shall be in the form attached as Exhibit H. 2206 ARTICLE 10. 2207 DEFAULT AND REMEDIES 2208 10.1 EVENTS OF DEFAULT 2209 All provisions of the Agreement are considered material. Each of the following shall constitute an event 2210 of default. 2211 A. Fraud or Deceit. Contractor practices, or attempts to practice, any fraud or deceit upon the City. 2212 B. Insolvency or Bankruptcy. Contractor becomes insolvent, unable, or unwilling to pay its debts, or 2213 upon listing of an order for relief in favor of Contractor in a bankruptcy proceeding. 2214 C. Failure to Maintain Coverage. Contractor fails to provide or maintain in full force the Workers’ 2215 Compensation, insurance coverage required by Section 9.2, or indemnification coverage as 2216 required by this Agreement. 2217 D. Violations of Regulation. Contractor violates any orders or filings of any regulatory body having 2218 authority over Contractor relative to this Agreement. If Contractor contests any such orders or 2219 filings by appropriate proceedings conducted in good faith, and the regulatory body determines 2220 no violation occurred, no breach or default of this Agreement shall be deemed to have occurred. 2221 E. Violations of Applicable Law. Contractor violates Applicable Law relative to this Agreement. 2222 F. Failure to Perform Direct Services. Contractor ceases to provide Collection, Transportation, or 2223 June 9, 2020 Item #10 Page 143 of 286 Processing services as required under this Agreement for a period of two (2) consecutive calendar 2224 days or more, for any reason within the control of Contractor. 2225 G. Failure to Pay or Report. Contractor fails to make any payments to City required under this 2226 Agreement including payment of City Fees or Liquidated Damages and/or refuses to provide City 2227 with required information, reports, and/or records in a timely manner as provided for in the 2228 Agreement. 2229 H. Acts or Omissions. Any other act or omission by Contractor which violates the terms, conditions, 2230 or requirements of this Agreement, or Applicable Law and which is not corrected or remedied 2231 within the time set in the written notice of the violation. Additionally, an event of default occurs 2232 if Contractor cannot reasonably correct or remedy the breach within the time set forth in a notice 2233 of violation, or if Contractor fails to commence to correct or remedy such violation within the time 2234 set forth in such notice and diligently effect such correction or remedy thereafter. 2235 I. False, Misleading, or Inaccurate Statements. Any representation or disclosure made to the City 2236 by Contractor in connection with or as an inducement to entering into this Agreement, or any 2237 future amendment to this Agreement, which proves to be false or misleading in any material 2238 respect as of the time such representation or disclosure is made, whether or not any such 2239 representation or disclosure appears as part of this Agreement. Additionally, a default occurs if 2240 any Contractor-provided report contains a misstatement, misrepresentation, data manipulation, 2241 or an omission of fact or content explicitly defined by the Agreement, excepting non-numerical 2242 typographical and grammatical errors. 2243 J. Seizure or Attachment. There is a seizure of, attachment of, or levy on, some or all of Contractor’s 2244 operating equipment, including without limits its equipment, maintenance or office facilities, 2245 Approved Facility(ies), or any part thereof. 2246 K. Suspension or Termination of Service. There is any termination or suspension of the transaction 2247 of business by Contractor related to this Agreement, including without limit, due to labor unrest 2248 including strike, work stoppage or slowdown, sick-out, picketing, or other concerted job action 2249 lasting more than two (2) calendar days. 2250 L. Criminal Activity. Contractor, its officers, managers, or employees are found guilty of criminal 2251 activity related directly or indirectly to performance of this Agreement or any other agreement 2252 held with the City. 2253 M. Assignment without Approval. Contractor transfers or assigns this Agreement without the 2254 expressed written approval of the City unless the assignment is permitted without City approval 2255 pursuant to Section 12.6. 2256 N. Failure to Provide Proposal or Implement Change in Service. Contractor fails to provide a 2257 proposal for new services or changes to services or fails to implement a change in service as 2258 requested by the City as specified in Section 3.5. 2259 O. Failure to Complete Transition. Contractor fails to complete the tasks identified in Contractor’s 2260 Implementation Plan (Exhibit G6) as specified in Exhibit G6. 2261 P. Failure to Implement Collection Program. Contractor fails to implement a Collection program 2262 June 9, 2020 Item #10 Page 144 of 286 that complies with the requirements of Article 4 and Exhibit B, which is essential for the City to 2263 achieve compliance with SB 1383. 2264 Q. Failure to Provide Processing Capacity. Contractor fails to provide adequate Processing capacity 2265 in accordance with Section 6.1 and Exhibit E, which is essential for the City to achieve compliance 2266 with SB 1383. 2267 R. Failure to Achieve Processing Standards. Contractor fails to achieve the Processing standards 2268 specified in Section 6.1 and Exhibit E including achievement of minimum Organic Waste recovery 2269 rates, which are essential for the City to achieve SB 1383 compliance. 2270 S. Failure to Comply with Other Requirements of SB 1383. Contractor fails to comply with other 2271 requirements of the Agreement including, but not limited to, public education, reporting, 2272 contamination monitoring, recordkeeping and reporting, or other obligations of this Agreement 2273 that delegate the City’s responsibility and/or authority under SB 1383 to the Contractor. 2274 T. Failure to Perform Any Obligation. Contractor fails to perform any obligation established under 2275 this Agreement. 2276 City shall provide Contractor written notice of default within seven (7) calendar days of the City’s first 2277 knowledge of the Contractor’s default. 2278 10.2 CONTRACTOR’S RIGHT TO CURE; RIGHT TO TERMINATE UPON EVENT OF 2279 DEFAULT 2280 Contractor shall be given ten (10) Business Days from written notification by the City Contract Manager 2281 to cure any default which, in the City Contract Manager’s sole opinion, creates a potential public health 2282 and safety threat. 2283 Contractor shall be given ten (10) Business Days from written notification by the City Contract Manager 2284 to cure any default arising under subsections C, E, F, I, J, and K in Section 10.1. However, the City shall not 2285 be obligated to provide Contractor with a notice and cure opportunity if the Contractor has committed 2286 the same or similar breach/default within a twenty-four (24) month period. 2287 Contractor shall be given thirty (30) calendar days from written notification by the City Contract Manager 2288 to cure any other default (which is not required to be cured within ten (10) Business Days). However, the 2289 City shall not be obligated to provide Contractor with a notice and cure opportunity if the Contractor has 2290 committed the same or similar breach/default within a twenty-four (24) month period. 2291 10.3 CITY’S REMEDIES IN THE EVENT OF DEFAULT 2292 Upon Contractor’s default, City has the following remedies in the event of Contractor default: 2293 A. Waiver of Default. City may waive any event of default or may waive Contractor’s requirement 2294 to cure a default event if City determines that such waiver would be in the best interest of the 2295 City. City’s waiver of an event of default is not a waiver of future events of default that may have 2296 the same or similar conditions. 2297 B. Suspension of Contractor’s Obligation. City may suspend Contractor’s performance of its 2298 June 9, 2020 Item #10 Page 145 of 286 obligations if Contractor fails to cure default in the time frame specified in Section 10.2 until such 2299 time the Contractor can provide assurance of performance in accordance with Section 10.8. 2300 C. Liquidated Damages. City may assess Liquidated Damages for Contractor’s failure to meet specific 2301 performance standards pursuant to Section 10.6 and Exhibit F. 2302 D. Termination. The City Contract Manager may, in their sole discretion, set a public hearing for the 2303 City Council to determine whether to terminate this Agreement. Subject to Contractor’s right to 2304 cure as described in Section 10.2, such termination hearing must be set if a default remains 2305 uncured thirty (30) calendar days after receipt of written notice of default from the City. Such 2306 termination hearing must also be set if a Contractor’s default is not cured within ten (10) calendar 2307 days and the default: 2308 (1) creates a potential public health and safety threat; or 2309 (2) arises under Section 10.1.C, E, F, I, J, or K. 2310 If the City terminates this Agreement based on the adopted findings of the termination hearing, 2311 the City Contract Manager shall first provide written notice to the Contractor twenty (20) calendar 2312 days before the date of termination. The Contractor shall thereafter be relieved on a going-2313 forward basis of all liabilities and obligations required by this Agreement, except for Section 9.1 2314 and any other provisions specifically identified to survive termination of this Agreement. Upon 2315 expiration of the twenty-day notice, the City may, in its sole discretion: 2316 (1) directly undertake performance of the services; or 2317 (2) arrange with other Persons to perform the services with or without a written 2318 agreement; or 2319 (3) permit Contractor to continue operating under this Agreement including 2320 Contractors Compensation until such time that City is able to find substitute 2321 services. 2322 This right of termination is in addition to any other rights upon a failure of Contractor to perform 2323 its obligations under this Agreement. 2324 Contractor shall not be entitled to any further revenues from Collection operations authorized 2325 hereunder from and after the date of termination. 2326 E. Other Available Remedies. City’s election of one (1) or more remedies described herein shall not 2327 limit the City from any and all other remedies at law and in equity including injunctive relief, etc. 2328 10.4 POSSESSION OF RECORDS UPON TERMINATION 2329 In the event of termination for an event of default, the Contractor shall furnish City Contract Manager 2330 with immediate access to all of its business records, including without limitation, proprietary Contractor 2331 computer systems, related to its Customers, Collection routes, and billing of accounts for Collection 2332 services. 2333 10.5 CITY'S REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE 2334 City's rights to terminate the Agreement under Section 10.2 and to take possession of the Contractor's 2335 June 9, 2020 Item #10 Page 146 of 286 records under Section 10.4 are not exclusive, and City's termination of the Agreement and/or the 2336 imposition of Liquidated Damages shall not constitute an election of remedies. Instead, these rights shall 2337 be in addition to any and all other legal and equitable rights and remedies which City may have. 2338 By virtue of the nature of this Agreement, the urgency of timely, continuous, and high quality service; the 2339 lead time required to effect alternative service; and, the rights granted by City to the Contractor, the 2340 remedy of damages for a breach hereof by Contractor is inadequate and City shall be entitled to injunctive 2341 relief (including but not limited to specific performance). 2342 10.6 PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES 2343 A. General. The Parties find that as of the time of the execution of this Agreement, it is impractical, 2344 if not impossible, to reasonably ascertain the extent of damages which shall be incurred by City 2345 as a result of a breach by Contractor of its obligations under this Agreement. The factors relating 2346 to the impracticability of ascertaining damages include, but are not limited to, the fact that: (i) 2347 substantial damage results to members of the public who are denied services or denied quality or 2348 reliable service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of 2349 the benefits of the Agreement to individual members of the general public for whose benefit this 2350 Agreement exists, in subjective ways and in varying degrees of intensity which are incapable of 2351 measurement in precise monetary terms; (iii) that exclusive services might be available at 2352 substantially lower costs than alternative services and the monetary loss resulting from denial of 2353 services or denial of quality or reliable services is impossible to calculate in precise monetary 2354 terms; and, (iv) the termination of this Agreement for such breaches, and other remedies are, at 2355 best, a means of future correction and not remedies which make the public whole for past 2356 breaches. 2357 B. Service Performance Standards; Liquidated Damages for Failure to Meet Standards. The Parties 2358 further acknowledge that consistent, reliable Collection services are of utmost importance to City 2359 and that City has considered and relied on Contractor's representations regarding its quality of 2360 service commitment in awarding the Agreement to it. The Parties recognize that some quantified 2361 standards of performance are necessary and appropriate to ensure consistent and reliable service 2362 and performance. The Parties further recognize that if Contractor fails to achieve the performance 2363 standards, or fails to submit required documents in a timely manner, City and its residents and 2364 businesses will suffer damages, and that it is, and will be, impractical and extremely difficult to 2365 ascertain and determine the exact amount of damages which City will suffer. Therefore, without 2366 prejudice to City’s right to treat such non-performance as an event of default under this Section, 2367 the Parties agree that the Liquidated Damages amounts established in Exhibit F of this Agreement 2368 and the Liquidated Damage amounts therein represent a reasonable estimate of the amount of 2369 such damages considering all of the circumstances existing on the Effective Date of this 2370 Agreement, including the relationship of the sums to the range of harm to City that reasonably 2371 could be anticipated and the anticipation that proof of actual damages would be costly or 2372 impractical. 2373 Contractor agrees to pay (as Liquidated Damages and not as a penalty) the amounts set forth in 2374 the Performance Standards and Liquidated Damages, Exhibit F. 2375 Before assessing Liquidated Damages, City Contract Manager shall give Contractor notice of City’s 2376 intention to do so. The notice will include a brief description of the incident(s) and non-2377 June 9, 2020 Item #10 Page 147 of 286 performance. City Contract Manager may review (and make copies at City’s own expense) all 2378 information in the possession of Contractor relating to incident(s) and/or non-performance. City 2379 Contract Manager may, within ten (10) Business Days after issuing the notice, request a meeting 2380 with Contractor. City Contract Manager may present evidence of non-performance in writing and 2381 through testimony of City’s employees and others relevant to the incident(s) and non-2382 performance. City Contract Manager will provide Contractor with a written explanation of their 2383 determination on each incident(s) and non-performance prior to authorizing the assessment of 2384 Liquidated Damages under this Section 10.6. The decision of City Contract Manager shall be final 2385 and Contractor shall not be subject to, or required to exhaust, any further administrative 2386 remedies. 2387 C. Amount. City Contract Manager may assess Liquidated Damages for each calendar day or event, 2388 as appropriate, that Contractor is determined to be liable in accordance with this Agreement in 2389 the amounts specified in Exhibit F subject to annual adjustment described below. 2390 D. Timing of Payment. Contractor shall pay any Liquidated Damages assessed by City Contract 2391 Manager within ten (10) Business Days of the date the Liquidated Damages are assessed. If they 2392 are not paid within the ten (10) Business Day period, City Contract Manager may proceed against 2393 the performance bond required by the Agreement, order the termination (subject to the 2394 provisions of Section 10.2) of the rights granted by this Agreement, or all of the above. 2395 10.7 EXCUSE FROM PERFORMANCE 2396 The Parties understand and agree herein that the services provided under this Agreement are critical to 2397 the protection of public health and safety and that Contractor is expected to perform these services 2398 despite the occurrence of events that may otherwise give rise to Force Majeure conditions. The Parties 2399 herein agree that the obligations for excuse from performance under this Agreement should and do have 2400 a higher standard than the general law understanding of Force Majeure. In particular, a Party shall be 2401 excused from performing their obligations hereunder and from any obligation to pay Liquidated Damages 2402 if they are prevented from so performing by reason of floods, earthquakes, other acts of nature, war, civil 2403 insurrection, riots, acts of any domestic government (including judicial action), and other similar 2404 catastrophic events which are beyond the control of and not the fault of the Party claiming excuse from 2405 performance hereunder. However, performance shall only be excused If the party requesting relief from 2406 performance can specifically demonstrate that the performance of a specific obligation is impossible and 2407 shall only be excused from those requirements which are demonstrated to be impossible. All other 2408 performance obligations that remain possible, shall be required to continue. 2409 In the case of labor unrest or job action directed at a third party over whom Contractor has no control, 2410 the inability of Contractor to provide services in accordance with this Agreement due to the unwillingness 2411 or failure of the third party to: (i) provide reasonable assurance of the safety of Contractor's employees 2412 while providing such services; or, (ii) make reasonable accommodations with respect to Container 2413 placement and point of Delivery, time of Collection, or other operating circumstances to minimize any 2414 confrontation with pickets or the number of Persons necessary to make Collections shall, to that limited 2415 extent, excuse performance. The foregoing excuse shall be conditioned on Contractor's cooperation in 2416 performing Collection services at different times and in different locations. Further, in the event of labor 2417 unrest, including but not limited to strike, work stoppage or slowdown, sickout, picketing, or other 2418 concerted job action conducted by the Contractor’s employees or directed at the Contractor, or a 2419 subsidiary, the Contractor shall not be excused from performance. In such case, Contractor shall continue 2420 June 9, 2020 Item #10 Page 148 of 286 to provide a reasonably satisfactory level of performance during the pendency thereof, but the Contractor 2421 shall not be required to adhere strictly to the specific requirements of this Agreement regarding routes, 2422 Collection times or similar matters; provided, however, that in no event shall more than seven (7) calendar 2423 days elapse between pickups for Residential and Commercial Customers. Any labor action initiated by 2424 Contractor, including but not limited to a lock-out, shall not be grounds for any excuse from performance 2425 and Contractor shall perform all obligations under this Agreement during the pendency of such 2426 Contractor-initiated labor action. 2427 The Party claiming excuse from performance shall, within two (2) calendar days after such Party has notice 2428 of such cause, give the other Party notice of the facts constituting such cause and asserting its claim to 2429 excuse under this Section. 2430 If either Party validly exercises its rights under this Section, the Parties hereby waive any claim against 2431 each other for any damages sustained thereby. 2432 The partial or complete interruption or discontinuance of Contractor's services caused by one (1) or more 2433 of the events described in this Article shall not constitute a default by Contractor under this Agreement. 2434 Notwithstanding the foregoing, however, if Contractor is excused from performing its obligations 2435 hereunder for any of the causes listed in this Section for a period of thirty (30) calendar days or more, City 2436 shall nevertheless have the right, in its sole discretion, to terminate this Agreement by giving ten (10) 2437 Business Days’ notice to Contractor, in which case the provisions of Section 10.4 shall apply. 2438 10.8 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE 2439 The Parties acknowledge that it is of the utmost importance to City and the health and safety of all those 2440 members of the public residing or doing business within City who will be adversely affected by interrupted 2441 waste management service, that there be no material interruption in services provided under this 2442 Agreement. 2443 If Contractor: (i) is the subject of any labor unrest including work stoppage or slowdown, sick-out, 2444 picketing or other concerted job action; (ii) appears in the reasonable judgment of City to be unable to 2445 regularly pay its bills as they become due; or, (iii) is the subject of a civil or criminal judgment or order 2446 entered by a Federal, State, regional or local agency for violation of an Applicable Law, and City believes 2447 in good faith that Contractor’s ability to perform under the Agreement has thereby been placed in 2448 substantial jeopardy, City may, at its sole option and in addition to all other remedies it may have, demand 2449 from Contractor reasonable assurances of timely and proper performance of this Agreement, in such form 2450 and substance as City believes in good faith is reasonably necessary in the circumstances to evidence 2451 continued ability to perform under the Agreement. If Contractor fails or refuses to provide satisfactory 2452 assurances of timely and proper performance in the form and by the date required by City, such failure or 2453 refusal shall be an event of default for purposes of Section 10.1. 2454 10.9 DISPUTE RESOLUTION 2455 In the event of dispute between the City Contract Manager and the Contractor regarding the 2456 interpretation of or the performance of services under this Agreement which results in a material impact 2457 to the Contractor’s revenue and/or cost of operations, as defined in Section 5.9, the provisions of Section 2458 10.9 shall apply. 2459 A. Meet and Confer. In the event of disputes regarding the performance of any obligation under this 2460 June 9, 2020 Item #10 Page 149 of 286 Agreement which results in a material impact to the Contractor’s revenue and/or cost of 2461 operations, the City and Contractor agree that they promptly will meet and confer to attempt to 2462 resolve the matter between themselves. 2463 B. Mediation. If disputes which arise under this Agreement cannot be resolved satisfactorily 2464 between the Parties in accordance with Section 10.9.A, the City and Contractor agree that such 2465 disputes shall be submitted to mandatory, non-binding mediation by a mutually agreed upon 2466 independent third party. 2467 C. Period of Time. Insofar as allowed by Applicable Law, the period otherwise applicable for filing 2468 claims against the City under Applicable Law shall be tolled during the period of time for which 2469 meet and confer or mediation procedures are pending, in accordance with Sections 10.9.A and 2470 10.9.B. 2471 D. Litigation. Litigation may be commenced only after all reasonable efforts to resolve the dispute(s) 2472 pursuant to Sections 10.9.A, 10.9.B, and 10.9.C have failed and any necessary claim(s) have been 2473 denied. 2474 ARTICLE 11. 2475 REPRESENTATIONS AND WARRANTIES OF 2476 THE PARTIES 2477 The Parties, by acceptance of this Agreement, represents and warrants the conditions presented in this 2478 Article. 2479 11.1 CONTRACTOR’S CORPORATE STATUS 2480 Contractor is a corporation duly organized, validly existing and in good standing under the laws of the 2481 State. It is qualified to transact business in the State and has the power to own its properties and to carry 2482 on its business as now owned and operated and as required by this Agreement. 2483 11.2 CONTRACTOR’S CORPORATE AUTHORIZATION 2484 Contractor has the authority to enter this Agreement and perform its obligations under this Agreement. 2485 The Board of Directors of Contractor (or the shareholders, if necessary) has taken all actions required by 2486 law, its articles of incorporation, its bylaws, or otherwise, to authorize the execution of this Agreement. 2487 The Person signing this Agreement on behalf of Contractor represents and warrants that they have 2488 authority to do so. This Agreement constitutes the legal, valid, and binding obligation of the Contractor. 2489 11.3 AGREEMENT WILL NOT CAUSE BREACH 2490 To the best of Contractor’s and City’s knowledge after reasonable investigation, the execution or delivery 2491 of this Agreement or the performance by either Party of their obligations hereunder does not conflict 2492 with, violate, or result in a breach: (i) of any Applicable Law; or, (ii) any term or condition of any judgment, 2493 order, or decree of any court, administrative agency or other governmental authority, or any agreement 2494 or instrument to which Contractor or City is a party or by which Contractor or any of its properties or 2495 assets are bound, or constitutes a default hereunder. 2496 June 9, 2020 Item #10 Page 150 of 286 11.4 NO LITIGATION 2497 To the best of Contractor’s and City’s knowledge after reasonable investigation, there is no action, suit, 2498 proceeding or investigation, at law or in equity, before or by any court or governmental authority, 2499 commission, board, agency or instrumentality decided, pending or threatened against either Party 2500 wherein an unfavorable decision, ruling or finding, in any single case or in the aggregate, would: 2501 A.Materially adversely affect the performance by Party of its obligations hereunder; 2502 B.Adversely affect the validity or enforceability of this Agreement; or, 2503 C.Have a material adverse effect on the financial condition of Contractor, or any surety or entity 2504 guaranteeing Contractor's performance under this Agreement. 2505 11.5 NO ADVERSE JUDICIAL DECISIONS 2506 To the best of Contractor’s and City’s knowledge after reasonable investigation, there is no judicial 2507 decision that would prohibit this Agreement or subject this Agreement to legal challenge. 2508 11.6 NO LEGAL PROHIBITION 2509 To the best of each Party’s knowledge, after reasonable investigation, there is no Applicable Law in effect 2510 on the date that Party signed this Agreement that would prohibit the performance of either their 2511 obligations under this Agreement and the transactions contemplated hereby. 2512 11.7 CONTRACTOR’S ABILITY TO PERFORM 2513 Contractor possesses the business, professional, and technical expertise to perform all services, 2514 obligations, and duties as described in and required by this Agreement including all Exhibits thereto. 2515 Contractor possesses the ability to secure equipment, facility, and employee resources required to 2516 perform its obligations under this Agreement. 2517 ARTICLE 12. 2518 OTHER AGREEMENTS OF THE PARTIES 2519 12.1 RELATIONSHIP OF PARTIES 2520 The Parties intend that Contractor shall perform the services required by this Agreement as an 2521 independent Contractor engaged by City and neither as an officer nor employee of City, nor as a partner 2522 or agent of, or joint venture with, City. No employee or agent of Contractor shall be, or shall be deemed 2523 to be, an employee or agent of City. Contractor shall have the exclusive control over the manner and 2524 means of performing services under this Agreement, except as expressly provided herein. Contractor shall 2525 be solely responsible for the acts and omissions of its officers, employees, Subcontractors and agents. 2526 Neither Contractor nor its officers, employees, Subcontractors, and agents shall obtain any rights to 2527 retirement benefits, workers’ compensation benefits, or any other benefits which accrue to City 2528 employees by virtue of their employment with City. 2529 June 9, 2020 Item #10 Page 151 of 286 12.2 COMPLIANCE WITH LAW 2530 Contractor shall at all times, at its sole cost, comply with all Applicable Laws, permits and licenses of the 2531 United States, the State, County, and City and with all applicable regulations promulgated by Federal, 2532 State, regional or local administrative and regulatory agencies, now in force and as they may be enacted, 2533 issued or amended during the Term. 2534 12.3 GOVERNING LAW 2535 This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the 2536 State. 2537 12.4 JURISDICTION 2538 Any lawsuits, at law or in equity, between the Parties arising out of this Agreement shall be filed in a court 2539 of competent jurisdiction in the County. With respect to venue, the Parties agree that this Agreement is 2540 made in and will be performed in the County. The Parties waive all provisions of law providing for a change 2541 of venue in these proceedings to any other county. 2542 12.5 BINDING ON SUCCESSORS 2543 The provisions of this Agreement shall inure to the benefit to and be binding on the successors and 2544 permitted assigns of the Parties. 2545 12.6 ASSIGNMENT 2546 Neither Party shall assign its rights nor delegate or otherwise transfer its obligations under this Agreement 2547 to any other Person without the prior written consent of the other Party. Any such assignment made 2548 without the consent of the other Party shall be void and the attempted assignment shall constitute a 2549 material breach of this Agreement. 2550 For purposes of this Section, “assignment” shall include, but not be limited to: (i) a sale, exchange or other 2551 transfer of substantially all of Contractor's local, regional, and/or corporate assets dedicated to service 2552 under this Agreement to a third party; (ii) a sale, exchange or other transfer of ten (10) percent or more 2553 of the local, regional, and/or corporate assets, stock, or ownership of Contractor to a Person (other than 2554 a transfer of shares in Contractor by the owner of such shares to a revocable trust for the benefit of his 2555 family or to another owner of shares in Contractor) except that no cumulative sale, exchange, or transfer 2556 of shares may exceed twenty (20) percent during the Term of the Agreement (other than a transfer of 2557 shares in Contractor by the owner of such shares to a revocable trust for the benefit of his family or to 2558 another owner of shares in Contractor); (iii) any reorganization, consolidation, merger, recapitalization, 2559 stock issuance or re-issuance, voting trust, pooling agreement, escrow arrangement, liquidation or other 2560 transaction to which Contractor or any of its shareholders is a party which results in a change of ownership 2561 or control of ten (10) percent or more of the value or voting rights in the local, regional, and/or corporate 2562 stock of Contractor; (iv) divestiture of an Affiliate (e.g., trucking company, materials recovery facility, 2563 transfer station, etc.) used by Contractor to fulfill its obligations under this Agreement; and, (v) any 2564 combination of the foregoing (whether or not in related or contemporaneous transactions) which has the 2565 effect of any such transfer or change of local, regional, and/or corporate ownership and/or control of 2566 Contractor. For purposes of this Section, the term ”proposed assignee” shall refer to the proposed 2567 transferee(s) or other successor(s) in interest pursuant to the assignment. 2568 June 9, 2020 Item #10 Page 152 of 286 Contractor acknowledges that this Agreement involves rendering a vital service to City's residents and 2569 businesses, and that City has selected Contractor to perform the services specified herein based on: (i) 2570 Contractor's experience, skill, and reputation for conducting its Recyclable Materials, Organic Materials, 2571 and Solid Waste management operations in a safe, effective, and responsible fashion, at all times in 2572 keeping with applicable waste management laws, regulations, and good waste management practices; 2573 and, (ii) Contractor's financial resources on a local, regional, and/or corporate level to maintain the 2574 required equipment and to support its indemnity obligations to City under this Agreement. City has relied 2575 on each of these factors, among others, in choosing Contractor to perform the services to be rendered by 2576 Contractor under this Agreement. 2577 If Contractor requests City’s consideration of and consent to an assignment, City may deny or approve 2578 such request in its sole discretion at a regularly scheduled meeting of the City Council. No request by 2579 Contractor for consent to an assignment need be considered by City unless and until Contractor has met 2580 requirements A – E below. The City may, in its sole discretion, waive one (1) or more of the following 2581 requirements: 2582 A.On the date the Contractor submits a written request for the City’s written consent of an 2583 assignment, Contractor shall pay the City a transfer fee in the amount of one (1) percent of the 2584 Gross Receipts for the most-recently completed Rate Period. 2585 B.Contractor shall pay City its actual expenses for attorneys’, consultants’, accountants’ fees, staff 2586 time, and investigation costs necessary to investigate the suitability of any proposed assignee, 2587 and to review and finalize any document required as a condition for approving any such 2588 assignment. Such payment shall be required regardless of the ultimate determination of the City 2589 regarding the approval or denial of the assignment. Upon submittal of Contractor’s request for 2590 assignment to City, Contractor shall submit an initial deposit of one hundred thousand dollars 2591 ($100,000) for this purpose. 2592 C.Contractor shall furnish City with reviewed financial statements of the proposed assignee's 2593 operations for the immediately preceding three (3) operating years. 2594 D.Contractor shall furnish City with satisfactory proof: (i) that the proposed assignee has at least ten 2595 (10) years of Recyclable Materials, Organic Materials, and Solid Waste management experience2596 on a scale equal to or exceeding the scale of operations conducted by Contractor under this2597 Agreement; (ii) that in the last five (5) years, the proposed assignee has not suffered any citations2598 or other censure from any Federal, State or local contractor having jurisdiction over its waste2599 management operations due to any significant failure to comply with State, Federal or local waste 2600 management laws and that the assignee has provided the City with a complete list of such2601 citations and censures; (iii) that the proposed assignee has at all times conducted its operations2602 in an environmentally safe and conscientious fashion; (iv) that the proposed assignee conducts its2603 operations and management practices in accordance with sound waste management practices in2604 full compliance with all Federal, State, and local laws regulating the Collection, Transportation,2605 Processing and Disposal of Recyclable Materials, Organic Materials, and Solid Waste including2606 Hazardous Waste; and, (v) that any other information required by City demonstrates that the2607 proposed assignee can fulfill the terms of this Agreement in a timely, safe and effective manner.2608 E.Contractor shall provide the City with any and all additional records or documentation which, in 2609 the City Contract Manager’s sole determination, would facilitate the City’s review of the proposed 2610 June 9, 2020 Item #10 Page 153 of 286 assignment. 2611 Under no circumstances shall any proposed assignment be considered by City if Contractor is in default at 2612 any time during the period of consideration. If, in the City Contract Manager’s sole determination, there 2613 is any doubt regarding the compliance of the Contractor with the Agreement, City Contract Manager may 2614 require an audit of the Contractor’s compliance and the costs of such audit shall be paid by Contractor in 2615 advance of the performance of said audit. 2616 12.7 NO THIRD PARTY BENEFICIARIES 2617 This Agreement is not intended to, and will not be construed to, create any right on the part of any third 2618 party to bring an action to enforce any of its terms. 2619 12.8 WAIVER 2620 The waiver by either Party of any breach or violation of any provisions of this Agreement shall not be 2621 deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach of 2622 violation of the same or any other provision. The subsequent acceptance by either Party of any monies 2623 which become due hereunder shall not be deemed to be a waiver of any pre-existing or concurrent breach 2624 or violation by the other Party of any provision of this Agreement. 2625 12.9 NOTICE PROCEDURES 2626 All notices, demands, requests, proposals, approvals, consents, and other communications, which this 2627 Agreement requires, authorizes or contemplates, shall be in writing and shall either be personally 2628 delivered to a representative of the Parties at the address below or deposited in the United States mail, 2629 first class postage prepaid, addressed as follows: 2630 If to City: 2631 City of Carlsbad 2632 Attn: City Manager 2633 1200 Carlsbad Village Drive 2634 Carlsbad, CA 92008 2635 City of Carlsbad 2636 Attn: Deputy City Manager, Public Works 2637 1635 Faraday Avenue 2638 Carlsbad, CA 92008 2639 City of Carlsbad 2640 Attn: Environmental Manager, Public Works 2641 1635 Faraday Ave 2642 Carlsbad, CA 92008 2643 With a copy to: 2644 City of Carlsbad 2645 Attn: City Attorney 2646 June 9, 2020 Item #10 Page 154 of 286 1200 Carlsbad Village Drive 2647 Carlsbad, CA 92008 2648 If to Contractor: 2649 ____________________ 2650 ____________________ 2651 ____________________ 2652 ____________________ 2653 The address to which communications may be delivered may be changed from time to time by a notice 2654 given in accordance with this Section. Notice shall be deemed given on the day it is personally delivered 2655 or, if mailed, three (3) calendar days from the date it is deposited in the mail. Either Party may choose to 2656 provide email notification to the other Party that notice has been deposited in the mail, however such 2657 email notification shall not constitute official notice. 2658 12.10 REPRESENTATIVES OF THE PARTIES 2659 References in this Agreement to the “City” shall mean the City’s elected body and all actions to be taken 2660 by City except as otherwise provided in this Section 12.10. Each reference to an act performed by, or 2661 obligation of the City Contract Manager in this Agreement is itself a delegation of authority from the City. 2662 The City may delegate, in writing, further authority to the City Contract Manager and/or to other City 2663 officials and may permit such officials, in turn, to delegate in writing some or all of such authority to 2664 subordinate officers. The Contractor may rely upon actions taken by such delegates if they are within the 2665 scope of the authority properly delegated to them. 2666 The Contractor shall, by the Effective Date, designate in writing a responsible officer who shall serve as 2667 the representative of the Contractor in all matters related to the Agreement and shall inform City in 2668 writing of such designation and of any limitations upon his or her authority to bind the Contractor. City 2669 may rely upon action taken by such designated representative as actions of the Contractor unless they 2670 are outside the scope of the authority delegated to him/her by the Contractor as communicated to City. 2671 ARTICLE 13. 2672 MISCELLANEOUS AGREEMENTS 2673 13.1 ENTIRE AGREEMENT 2674 This Agreement is the entire agreement between the Parties with respect to the subject matter hereof 2675 and supersedes all prior and contemporaneous oral and written agreements and discussions. Each Party 2676 has cooperated in the drafting and preparation of this Agreement and this Agreement shall not be 2677 construed against any Party on the basis of drafting. This Agreement may be amended only by an 2678 agreement in writing, signed by each of the Parties hereto. 2679 13.2 SECTION HEADINGS 2680 The article headings and section headings in this Agreement are for convenience of reference only and 2681 are not intended to be used in the construction of this Agreement nor to alter or affect any of its 2682 provisions. 2683 June 9, 2020 Item #10 Page 155 of 286 13.3 REFERENCES TO LAWS 2684 All references in this Agreement to laws and regulations shall be understood to include such laws as they 2685 may be subsequently amended or recodified, unless otherwise specifically provided herein. 2686 13.4 AMENDMENTS 2687 This Agreement may not be modified or amended in any respect except in writing signed by the Parties. 2688 13.5 SEVERABILITY 2689 If any non-material provision of this Agreement is for any reason deemed to be invalid and unenforceable, 2690 the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this 2691 Agreement, which shall be enforced as if such invalid or unenforceable provision had not been contained 2692 herein. 2693 13.6 COUNTERPARTS 2694 This Agreement may be executed in counterparts, each of which shall be considered an original. 2695 13.7 EXHIBITS 2696 Each of the Exhibits identified as Exhibit “A” through “I” is attached hereto and incorporated herein and 2697 made a part hereof by this reference. Except as described in Section 8.1 related to Exhibit G3, in the event 2698 of a conflict between the terms of this Agreement and the terms of an Exhibit, the terms of this Agreement 2699 shall control. In the event of a conflict between Exhibit G1 and any other Exhibit(s), such other Exhibit(s) 2700 shall control. 2701 2702 June 9, 2020 Item #10 Page 156 of 286 IN WITNESS WHEREOF, this Agreement is entered by the Parties hereto in San Diego County, California on 2703 the day and year first above written. 2704 City of Carlsbad A Municipal Corporation “CITY” “CONTRACTOR” ________ Date Mayor Signature Date Print Name of Signatory ________ Date City Manager Title of Signatory The Foregoing Agreement Has been Reviewed and Approval Is Recommended: Signature Date ________ Date Director, Public Works Print Name of Signatory Title of Signatory APPROVED AS TO FORM: ________ Date City Attorney __City___ Business License # Resolution Number XXXX-XXX ATTEST: Approved by City Council ________ Date City Clerk 2705 June 9, 2020 Item #10 Page 157 of 286 DRAFT FRANCHISE EXHIBITS EXHIBIT A: DEFINITIONS June 9, 2020 Item #10 Page 158 of 286 For purposes of this Agreement, unless a different meaning is clearly required, the following words and phrases shall have the following meanings respectively ascribed to them by this Exhibit and shall be capitalized throughout this Agreement: “Abandoned Waste” means Recyclable Materials, Organic Materials, Solid Waste, C&D, Excluded Waste, Bulky Items, or other materials which have been abandoned, littered, or illegally dumped in the public right of way or on public or City property. “AB 1826” means 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. “AB 341” means 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. “AB 939” means the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code), also commonly referred to as "AB 939," as amended, supplemented, superseded, and replaced from time to time. “Agreement” means this Agreement between City and Contractor, including all exhibits, and any future amendments hereto. “Alternative Daily Cover” or “ADC” has the same meaning as in Section 20690 of Title 27 of the California Code of Regulations. “Alternative Intermediate Cover” or “AIC” has the same meaning as in Section 20700 of Title 27 of the California Code of Regulations. “Applicable Law” means 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, Organic Materials, and Solid Waste that are in force on the Effective Date 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. “Approved Facility(ies)” means any one of or any combination of the: Approved Recyclable Materials Processing Facility; Approved Organic Materials Processing Facility; Designated Organic Materials Processing Facility; Designated Transfer Facility; Approved Reusable Materials Processing Facility; and/or Designated Disposal Facility. “Approved Processing Facility(ies)” means any one of or any combination of the: Approved Recyclable Materials Processing Facility; Approved Organic Materials Processing Facility; Designated Organic June 9, 2020 Item #10 Page 159 of 286 Materials Processing Facility; Designated Transfer Facility; or, Approved Reusable Materials Processing Facility. “Approved Organic Materials Processing Facility” means the _____________ facility, which is owned and operated by _________. {Note to proposers: This draft agreement includes a definition for both “Approved Organic Materials Processing Facility” and “Designated Organic Materials Processing Facility.” The City may direct the Contractor to use a Facility selected by the City at a later date during the term of the agreement.} “Approved Recyclable Materials Processing Facility” means the __________________ facility, which is owned and operated by ___________. “Approved Reusable Materials Processing Facility” means the _______________ facility, which is owned and operated by ___________. “Bin” means a Container with capacity of approximately one (1) to eight (8) cubic yards, with a hinged lid, and with wheels (where appropriate), that is serviced by a front end-loading Collection vehicle, including Bins with Compactors attached to increase the capacity of the Bin. "Bulky Item" means discarded Appliances (including refrigerators), furniture, tires, carpets, mattresses, E-Waste, bundled and tied Yard Trimmings and/or wood waste, and similar large items which can be handled by two (2) people, weigh no more than two hundred (200) pounds, and require special Collection due to their size or nature, but can be Collected without the assistance of special loading equipment (such as forklifts or cranes) and without violating vehicle load limits. Bulky Items must be generated by the Customer and at the service address wherein the Bulky Items are Collected. Bulky Items do not include abandoned automobiles, large auto parts, trees, Construction and Demolition Debris, or items herein defined as Excluded Waste. “Business Days” mean days during which the City offices are open to do business with the public. “California Code of Regulations (CCR)” means 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). “CalRecycle” means California's Department of Resources Recycling and Recovery. “Cardboard” means corrugated fiberboard consisting of a fluted corrugated sheet and one or two flat linerboards, as is often used in the manufacture of shipping containers and corrugated boxes. Cardboard is a subset of Recyclable Materials. “Cart” means a plastic Container with a hinged lid and wheels that is serviced by an automated or semi- automated Collection vehicle. A Cart has capacity of 20, 35, 64 or 96 gallons (or similar volumes). June 9, 2020 Item #10 Page 160 of 286 “City” means the City of Carlsbad, a municipal corporation, and all the territory lying within its boundaries as presently existing or as such boundaries may be modified during the term of this Agreement. “City Council” means the duly elected representative council, or its successor municipal governing body, of the City. “City Contract Manager” means City’s Environmental Services Manager, who is responsible for the administrative management of this Agreement, or their designee. “City Fees” means all fees payable to the City, identified and referenced in Article 7 of this Agreement. “Change in Law” means any of the following events or conditions that has a material and adverse effect on the performance by the Parties of their respective 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 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 the Contractor, whichever is asserting the occurrence of a Change in Law; provided, however, that the contesting in good faith or the failure in good faith to contest any such order or judgment shall not constitute or be construed as such a willful or negligent action, error or omission or lack of reasonable diligence. “Collect” or “Collection” (or any variation thereof) means the act of taking possession of Recyclable Materials, Organic Materials, Solid Waste, Bulky Items, and other material at the place of generation in City. “Commencement Date” means the date specified in Section 2.1 when Collection, Transportation, and Processing services required by this Agreement shall be provided. “Commercial” shall mean of, from or pertaining to non-Residential Premises where business activity is conducted, including, but not limited to, retail sales, services, wholesale operations, manufacturing, and industrial operations, but excluding businesses conducted upon Residential property which are permitted under applicable zoning regulations and are not the primary use of the property. “Commercial Edible Food Generator” includes Tier One Commercial Edible Food Generators and Tier Two Commercial Edible Food Generators, 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, or as otherwise specified by 14 CCR Section 18982(a)(7). June 9, 2020 Item #10 Page 161 of 286 “Community Composting” means 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 100 cubic yards and 750 square feet, as specified in 14 CCR Section 6 17855(a)(4); or as otherwise defined in 14 CCR Section 18982(a)(8). “Compostable Plastics” or “Compostable Plastic” means plastic materials that meet the ASTM D6400 standard for compostability. “Compactor” means a mechanical apparatus that compresses materials together with the Container that holds the compressed materials or the Container that holds the compressed materials if it is detached from the mechanical compaction apparatus. Compactors include two (2) to eight (8) cubic yard Bin Compactors serviced by front-end loader Collection vehicles and ten (10) to fifty (50) cubic yard Drop Box Compactors serviced by roll-off Collection vehicles. “Complaint” shall mean each written or orally communicated statement made by any Person, whether to City or Contractor, alleging: (1) non-performance, or deficiencies in Contractor’s performance, of its duties under this Agreement; (2) a violation by Contractor of this Agreement; or, (3) an SB 1383 Non-Compliance Complaint. “Composting” or “Compost” (or any variation thereof) includes a controlled biological decomposition of Organic Materials yielding a safe and nuisance free compost product. “Construction and Demolition Debris (C&D)” includes discarded building materials, packaging, debris, and rubble resulting from construction, alteration, remodeling, repair or demolition operations on any pavements, excavation projects, houses, Commercial buildings, or other structures, excluding Excluded Waste. Construction and Demolition Debris includes rocks, soils, tree remains and other Yard Trimmings which results from land clearing or land development operations in preparation for construction. “Container(s)” mean Bins, Carts, Compactors, and Drop Boxes. “Contractor” means _____________, organized and operating under the laws of the State and its officers, directors, employees, agents, companies, related-parties, affiliates, subsidiaries, and Subcontractors. {Note to Proposers: Please insert the legal name of your company in the space provided. This should match the name provided on page one (1) of the Franchise Agreement.} “Contractor’s Compensation” means the monetary compensation received by Contractor in return for providing services in accordance with this Agreement as described in Article 8. “Contractor’s Proposal” means the proposal submitted to City by Contractor on __________, 20__ for provision of Recyclable Materials, Organic Materials, and Solid Waste Collection and Processing services and certain supplemental written materials, which are included as Exhibit G to this Agreement and are incorporated by reference. June 9, 2020 Item #10 Page 162 of 286 “County” means the County of San Diego, a political subdivision of the State of California. “Curb” or “Curbside” (or any variation thereof) means the cornered edging between the street and sidewalk. Curb or Curbside also means and describes the location of a Collection Container for pick-up, where such Container is placed on the street or alley against the face of the Curb, or where no Curb exists, the Container is placed not more than five (5) feet from the outside edge of the street or alley nearest the property’s entrance. “Curb Mile” means a linear measurement of five thousand two hundred and eighty (5,280) feet of Curb or pavement edge to be used as standard unit of scheduled street sweeping service. The Curb of a median will also be considered when calculating total Curb Miles. As an example a one-mile section of street with a median running the entire length would constitute four (4) total Curb Miles: one (1) for each side of the street, and one (1) for each side of the median. “Customer” means the Person whom Contractor submits its billing invoice to and collects payment from for Collection services provided to a Premises. The Customer may be either the Occupant or Owner of the Premises. “Customer Account Information Database” means the Customer Account Information Database as identified in Section 4.8 that shall be developed, maintained, and monitored in accordance with the requirements of this Agreement. “Customer Type” means the Customer’s sector category including, but not limited to, Single-Family, Multi-Family, Commercial, Drop Box, and City. “Designated Disposal Facility” means the landfill, selected by the operator of the Designated Transfer Facility, where Solid Waste Collected under this Agreement is sent for final Disposal. “Designated Organic Materials Processing Facility” means the _____________ facility, at {insert address} which is owned and operated by _________. The Designated Organic Materials Processing Facility shall serve as the Processing site for all Organic Materials Collected by Contractor. {Note to proposers: This draft agreement includes a definition for both “Approved Organic Materials Processing Facility” and “Designated Organic Materials Processing Facility.” The City may direct the Contractor to use a Facility selected by the City during the term of the Agreement.} “Designated Transfer Facility” means the Palomar Transfer Station (PTS), at 5960 El Camino Real, Carlsbad, CA, which is owned by the County and operated by Republic Services. The Designated Transfer Facility shall serve as the Transfer site for all Solid Waste and Organic Materials Collected by Contractor. {Note to Proposers: This may be adjusted to reflect the final decision on organics processing.} “Designated Waste” means non-Hazardous Waste which may pose special Disposal problems because of its potential to contaminate the environment and which may be Disposed of only in Class II Disposal sites June 9, 2020 Item #10 Page 163 of 286 or Class III Disposal sites pursuant to a variance issued by the California Department of Health Services. Designated Waste consists of those substances classified as Designated Waste by the State, in California Code of Regulations Title 23, Section 2522 as may be amended from time to time. “Divert” or “Diversion” (or any variation thereof) means to prevent Discarded Materials from Disposal at landfill or transformation facilities, (including facilities using incineration, pyrolysis, distillation, gasification, or biological conversion methods) through source reduction, reuse, Recycling, Composting, anaerobic digestion or other method of Processing, subsequent to the provisions of AB 939. 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 (but not necessarily fully proven) techniques or technology that reduce Disposal risk, decrease costs and/or are for other reasons deemed desirable by the City. “Discarded Materials” means Recyclable Materials, Organic Materials, and Solid Waste placed by a Generator in a receptacle and/or at a location for the purposes of Collection by Contractor, excluding Excluded Waste. “Disposal” or “Dispose” (or any variation thereof) means the final disposition of Solid Waste, or Processing Residue at a Disposal Facility. “Disposal Facility” means a landfill, or other facility for ultimate Disposal of Solid Waste. “Drop Box” means an open-top Container with a capacity of seven (7) to forty (40) cubic yards that is serviced by a roll-off Collection vehicle. “Dwelling Unit” means any individual living unit in a; Single-Family dwelling (SFD) or Multi-Family dwelling (MFD) structure or building, a mobile home, or a motor home located on a permanent site intended for, or capable of being utilized for, residential living other than a Hotel or Motel. “Edible Food” means 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. “Effective Date” means the date on which the latter of the two Parties signs this Agreement. “Excluded Waste” means Hazardous Substance, Hazardous Waste, Infectious Waste, Designated Waste, volatile, corrosive, biomedical, infectious, biohazardous, and toxic substances or material, waste that Contractor reasonably believes would, as a result of or upon Disposal, be a violation of local, State or Federal law, regulation or ordinance, including land use restrictions or conditions, waste that cannot be Disposed of in Class III landfills, waste that in Contractor’s reasonable opinion would present a significant risk to human health or the environment, cause a nuisance or otherwise create or expose Contractor or June 9, 2020 Item #10 Page 164 of 286 City to potential liability; but not including 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 batteries and paint in compliance with Sections 41500 and 41802 of the California Public Resources Code. Excluded Waste does not include Used Motor Oil, Used Oil Filters, or household batteries when properly placed for Collection by Contractor as set forth in this Agreement. “Extra Service Tags” are tags approved by City and provided by the Contractor which may be purchased by Residents and affixed to a bag provided by Residents for the Collection of Solid Waste overages. “E-Waste" means discarded electronic equipment including, but not limited to, televisions, computer monitors, central processing units (CPUs), laptop computers, computer peripherals (including external hard drives, keyboards, scanners, and mice), printers, copiers, facsimile machines, radios, stereos, stereo speakers, VCRs, DVDs, camcorders, microwaves, telephones, cellular telephones, and other electronic devices. Some E-Waste or components thereof may be Hazardous Waste or include Hazardous Substances and thus require special handling, Processing, or Disposal. “Federal” means belonging to or pertaining to the Federal government of the United States. “Flow Control” means City right to direct Discarded Materials to a facility of the City’s choosing. “Food Recovery” means 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). “Food Recovery Organization” means 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. A food bank as defined in Section 113783 of the Health and Safety Code; B. A nonprofit charitable organization as defined in Section 113841 of the Health and Safety code; and, C. 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 differs from this definition, the definition in 14 CCR Section 18982(a)(25) shall apply to this Agreement. “Food Recovery Service” means 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).“Food Scraps" means those Discarded 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; June 9, 2020 Item #10 Page 165 of 286 (iii) fruit waste, grain waste, dairy waste, meat, and fish waste; and, (iv) vegetable trimmings, houseplant trimmings and other compostable organic waste common to the occupancy of Residential dwellings. Food Scraps are a subset of Food Waste. “Food-Soiled Paper” means 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, napkins, pizza boxes, and milk cartons. “Food Waste” means source separated Food Scraps, Food-Soiled Paper, and Compostable Plastics. Food Waste is a subset of Organic Materials. “Generator” means any Person whose act or process produces Discarded Materials as defined in the Public Resources Code, or whose act first causes Discarded Materials to become subject to regulation. “Franchise Fee” means the fee paid by Contractor to the City as described in Section 7.1. “Gross Receipts” shall mean total cash receipts collected from Customers by the Contractor for the provision of services pursuant to this Agreement, without any deductions. Gross Receipts do not include revenues from the sale of Recyclable Materials. “Hazardous Substance” means any of the following: (a) any substances defined, regulated or listed (directly or by reference) as "Hazardous Substances", "hazardous materials", "Hazardous Wastes", "toxic waste", "pollutant" or "toxic substances" or similarly identified as hazardous to human health or the environment, in or pursuant to: (i) the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) of 1980, 42 USC §9601 et seq. (CERCLA); (ii) the Hazardous Materials Transportation Act, 49 USC §1802, et seq.; (iii) the Resource Conservation and Recovery Act, 42 USC §6901 et seq.; (iv) the Clean Water Act, 33 USC §1251 et seq.; (v) California Health and Safety Code §§25115-25117, 25249.8, 25281, and 25316; (vi) the Clean Air Act, 42 USC §7901 et seq.; and, (vii) California Water Code §13050; (b) any amendments, rules or regulations promulgated thereunder to such enumerated statutes or acts currently existing or hereafter enacted; and, (c) any other hazardous or toxic substance, material, chemical, waste or pollutant identified as hazardous or toxic or regulated under any other Applicable Law currently existing or hereinafter enacted, including, without limitation, friable asbestos, polychlorinated biphenyl’s (PCBs), petroleum, natural gas, and synthetic fuel products, and by-products. “Hazardous Waste” means all substances defined as Hazardous Waste, acutely Hazardous Waste, or extremely Hazardous Waste by the State in Health and Safety Code §25110.02, §25115, and §25117 or in the future amendments to or recodifications of such statutes or identified and listed as Hazardous Waste by the U.S. Environmental Protection Agency (EPA), pursuant to the Federal Resource Conservation and Recovery Act (42 USC §6901 et seq.), all future amendments thereto, and all rules and regulations promulgated thereunder. “Holidays” are defined as New Year’s Day, Thanksgiving Day, and Christmas Day. June 9, 2020 Item #10 Page 166 of 286 “Household Hazardous Waste” or “HHW” means Hazardous Waste generated at Residential Premises within the City. HHW includes: paint, stain, varnish, thinner, adhesives, auto products such as old fuel, Used Motor Oil, Used Oil Filter, batteries, household batteries, fluorescent bulbs , tubes, cleaners and sprays, pesticides, fertilizers and other garden products, needles, syringes, and lancets. “Infectious Waste” means biomedical waste generated at hospitals, public or private medical clinics, dental offices, research laboratories, pharmaceutical industries, blood banks, mortuaries, veterinary facilities and other similar establishments that are identified in Health and Safety Code Section 25117.5 as may be amended from time to time. “In-Home Recycling Container” refers to a small, easily portable tote bag with a capacity of at least three (3) gallons to be included by Contractor in the Multi-Family Move-in Kit to facilitate convenient accumulation of Recyclable Materials within a Multi-Family Dwelling Unit. “Late Container Delivery Rebate” means the rebate payment to be provided by Contractor to a Customer in accordance with Section 5.13 for failure to deliver one or more Container(s) to a Customer Premises. “Liquidated Damages” means the amounts due by Contractor for failure to meet specific quantifiable standards of performance as described in Section 10.6 and Exhibit F. “Missed Collection Rebate” means the rebate payment to be provided by Contractor to a Customer in accordance with Section 5.13 for failure to Collect materials from a Customer Premises. “Move-in Kit” refers to a pre-prepared and standardized collection of useful items to be given by property managers or owners of Multi-Family Premises to new Multi-Family tenants upon move-in to a Multi- Family Dwelling Unit. At a minimum, Move-in Kits shall include a Multi-Family Recycling guide, an In- Home Recycling Container, and stickers or refrigerator-magnets that clearly define the accepted and prohibited materials in the Recycling program. “Multi-Family” means any Residential Premises, other than a Single-Family Premises, with five (5) or more dwelling units used for Residential purposes (regardless of whether residence therein is temporary or permanent), including such premises when combined in the same building with Commercial establishments, that receive centralized, shared, Collection service for all units on the Premises which are billed to one (1) Customer at one (1) address. Customers residing in Townhouses, mobile homes, condominiums, or other structures with five (5) or more dwelling units who receive individual service and are billed separately shall not be considered Multi-Family. “Mulch” means 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): A. Meets or exceeds the physical contamination, maximum metal concentration, and pathogen density standards for land applications specified in 14 CCR Section June 9, 2020 Item #10 Page 167 of 286 17852(a)(24.5)(A)(1) through (3). B. Was produced at one or more of the following types of Facilities: 1. 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); Guidance: Note that this criteria disallows Mulch produced from chipping and grinding operations to count toward fulfillment of a Jurisdiction’s annual Organic Waste product procurement target. 2. 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, 3. A Solid Waste landfill as defined in PRC Section 40195.1 that is permitted under 27 CCR, Division 2. “Occupant” means the Person who occupies a Premises. “Organic Materials” means Yard Trimmings and Food Waste, individually or collectively. No Discarded Material shall be considered to be Organic Materials, however, unless it is separated from Recyclable Material and Solid Waste. Organic Materials are a subset of Organic Waste. “Organic Waste” means wastes containing material originated from living organisms and their metabolic waste products including, but not limited to, food, Yard Trimmings, 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. “Owner” means the Person(s) holding legal title to real property and/or any improvements thereon, and shall include the Person(s) listed on the latest equalized assessment roll of the County Assessor. “Paper Garden Bags” means a paper bag approved by City and provided by the Contractor which may be purchased by Residents for the Collection of Organic Materials overages. “Party” or “Parties” refers to the City and Contractor, individually or together. “Person(s)” means any individual, firm, association, organization, partnership, consortium, corporation, trust, joint venture, commercial entity, governmental entity, public entity, or any other legal person. “Premises” means any land or building in the City where Recyclable Materials, Organic Materials, or Solid Waste are generated or accumulated. “Processing” means to prepare, treat, or convert through some special method. June 9, 2020 Item #10 Page 168 of 286 “Processing Facility” means any plant or site used for the purpose of sorting, cleansing, treating or reconstituting Recyclable Materials, or Reusable Materials for the purpose of making such material available for Recycling or reuse or the facility for the Processing and/or Composting of Organic Materials. “Prohibited Container Contaminants” means the following: (i) Discarded Materials placed in the Recyclable Materials Container that are not identified as acceptable Recyclable Materials for the City’s Collection program; (ii) Discarded Materials placed in the Organic Materials Container that are not identified as acceptable Organic Materials for the City’s Collection program; (iii) Discarded Materials placed in the Solid Waste Container that are acceptable Recyclable Materials and/or Organic Materials to be placed in the City’s Recyclable Materials or Organic Materials Containers or otherwise managed under the City’s Collection program; and, (iv) Excluded Waste placed in any Container. “Proprietary Information” or “Proprietary” “Public Street” means all City-owned and maintained paved areas between the normal Curb line of a roadway, including public parking lots, roadway dividers, and medians. “Rate” means the maximum amount, expressed as a dollar unit, approved by the City that the Contractor may bill a Customer for providing services under this Agreement. A Rate has been established for each individual Service Level and the initial Rates for Rate Period Zero and Rate Period One are presented in Exhibit G3. The Rates approved by City are the maximum Rate that Contractor may charge a Customer and Contractor may, in its sole discretion, charge any amount up to and including the maximum Rate approved by the City. “Rate Period” means a twelve (12) month period, commencing January 1 and concluding December 31. “Recyclable Materials” means those Discarded Materials that: the Generators set out in Recyclables Containers for Collection for the purpose of Recycling by the Contractor and that exclude Excluded Waste. No Discarded Materials shall be considered Recyclable Materials unless such material is separated from Organic Materials, and Solid Waste. Recyclable Materials shall include, but not be limited to: newspaper (including inserts, coupons, and store advertisements); mixed paper (including office paper, computer paper, magazines, junk mail, catalogs, brown paper bags, brown paper, paperboard, paper egg cartons, telephone books, grocery bags, colored paper, construction paper, envelopes, legal pad backings, shoe boxes, gabletop beverage containers, cereal, and other similar food boxes yet excluding paper tissues, paper towels, paper with plastic coating, paper contaminated with food, wax paper, foil-lined paper and cartons, Tyvex non-tearing paper envelopes); chipboard; corrugated Cardboard; glass containers of any color (including brown, clear, and green glass bottles and jars); aluminum (including beverage containers and small pieces of scrap metal); steel, tin or bi-metal cans; mixed plastics such as plastic containers (no. 1 to 7), except expanded Polystyrene (EPS); bottles including containers made of HDPE, LDPE, or PET; film plastic (when clean, dry, and contained inside of a plastic bag); dry cell household batteries when placed on the Recycling Cart in a sealed heavy-duty plastic bag; and, those materials added by the Contractor June 9, 2020 Item #10 Page 169 of 286 from time to time. {Note to Proposers: this list will ultimately reflect the materials included in Contractor’s Proposal} “Recycle” or “Recycling” means the process of sorting, cleansing, treating, and reconstituting at a Recyclable Materials Processing Facility 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. Recycling includes processes deemed to constitute a reduction of Landfill Disposal pursuant to 14 CCR, Division 7, Chapter 12, Article 2. Recycling does not include gasification or transformation as defined in Public Resources Code Section 40201. “Renewable Natural Gas” or “RNG” means gas derived from 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 Organic Waste, or as otherwise defined in 14 CCR Section 18982(a)(62). “Residential” shall mean of, from, or pertaining to a Single-Family Premises or Multi-Family Premises including Single-Family homes, apartments, condominiums, townhouse complexes, mobile home parks, and cooperative apartments. “Residue” means those materials which, after Processing, are Disposed rather than Recycled due to either the lack of markets for materials or the inability of the Processing Facility to capture and recover the materials. “Reusable Materials” means items that are capable of being used again after minimal Processing. Reusable Materials may be Collected Source Separated or recovered through a Processing Facility. “Service Opportunity” shall mean each individual scheduled opportunity the Contractor has to Collect from a Container at a Customer’s location. For example, a Commercial Customer receiving Recyclable Materials Collection service two (2) times per week from two (2) Containers, Organic Materials Collection service two (2) times per week from (2) Containers, and Solid Waste Collection service two (2) times per week from two (2) Containers would have a total of twelve (12) Service Opportunities each week. Service Opportunities shall be calculated based on the subscription levels presented in Contractor’s most recent Quarterly Report to City. “SB 1383” means Senate Bill 1383 of 2016 approved by the Governor on September 19, 2016, which added Sections 39730.5, 39730.6, 39730.7, and 39730.8 to the Health and Safety Code, and added 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 specifically refers to the Short-Lived Climate Pollutants (SLCP): Organic Waste Reductions regulations developed by CalRecycle and adopted on ______, 2020 that created Chapter 12 of 14 CCR, Division 7 and amended portions of regulations of 14 CCR and 27 CCR. June 9, 2020 Item #10 Page 170 of 286 “Self-Hauler” or “Self-Haul” means a Person who hauls Discarded Materials, recovered material, or any other material, to another Person, or as otherwise defined in 14 CCR Section 18982(a)(66). Self-Hauler also includes a Person who back-hauls waste, as defined in 14 CCR Section 18982(a)(66)(A). “Service Level” refers to the size of a Customer’s Container and the frequency of Collection service. “Single-Family” means, notwithstanding any contrary definition in City Code, any detached or attached house or residence designed or used for occupancy by one (1) family, provided that Collection service feasibly can be provided to such Premises as an independent unit, and the Owner or Occupant of such independent unit is billed directly for the Collection service. Single-Family includes Townhouses, and each independent unit of duplex, tri-plex, or four-plex Residential structures, regardless of whether each unit is separately billed for their specific service level. “Solid Waste” means 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 are Excluded Waste, C&D, Source Separated Recyclable Materials, Source Separated Organic Materials, 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 salvageable 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. “Source Separated” means the segregation, by the Generator, of materials designated for separate Collection for some form of Recycling, Composting, recovery, or reuse. “Specialty Recyclable Material” means material not specified in this Agreement that can be or will be Collected for purposes of Recycling. Such Specialty Recyclable Material may include, but is not limited to, scrap metal, high-grade paper (including office mixed paper), pallets, and plastic film. “Split-Bin” means a Bin that is split or divided into two sections in order to segregate two source separated Discarded Material types in one Container. “State” means the State of California. “Subcontractor” means a Party who has entered into a contract, express or implied, with the Contractor for the performance of an act that is necessary for the Contractor’s fulfillment of its obligations for providing service under this Agreement. Vendors providing materials and supplies to Contractor shall not be considered Subcontractors. “Term” means the Term of this Agreement, including extension periods if granted, as provided for in Article 2. June 9, 2020 Item #10 Page 171 of 286 “Tier One Commercial Edible Food Generator” means a Commercial Edible Food Generator that is one of the following, each as defined in 14 CCR Section 18982: A. Supermarket. B. Grocery Store with a total facility size equal to or greater than 10,000 square feet. C. Food Service Provider. D. Food Distributor. E. Wholesale Food Vendor. If the definition in 14 CCR Section 18982(a)(73) of Tier One Commercial Edible Food Generator differs from this definition, the definition in 14 CCR Section 18982(a)(73) shall apply to this Agreement. “Tier Two Commercial Edible Food Generator” means a Commercial Edible Food Generator that is one of the following, each as defined in 14 CCR Section 18982: A. Restaurant with 250 or more seats, or a total facility size equal to or greater than 5,000 square feet. B. Hotel with an on-site food facility and 200 or more rooms. C. Health facility with an on-site food facility and 100 or more beds. D. Large Venue. E. Large Event. F. A State agency with a cafeteria with 250 or more seats or total cafeteria facility size equal to or greater than 5,000 square feet. G. A local education agency with an on-site food facility. If the definition in 14 CCR Section 18982(a)(74) of Tier Two Commercial Edible Food Generator differs from this definition, the definition in 14 CCR Section 18982(a)(74) shall apply to this Agreement. “Ton” or “Tonnage” means a unit of measure for weight equivalent to two thousand (2,000) standard pounds where each pound contains sixteen (16) ounces. “Total Service Opportunities” shall mean the sum of all Service Opportunities in a given time period. “Townhouse” means an attached or semi-attached Single-Family Premises within a group of attached or semi-attached Single-Family Premises, regardless of whether the Premises is billed individually or through a central account (e.g. homeowner association, property manager), wherein each unit maintains individual Collection service subscription, as determined in writing by the City Contract Manager. {Note to Proposers: This definition is subject to change based on the final selected proposal.} “Trade Secrets” mean information, including a formula, pattern, compilation, program, device, method, technique, or process that derives actual economic value from not being generally known or readily ascertainable by reasonable means. “Transfer” means 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 or Disposing of such materials. June 9, 2020 Item #10 Page 172 of 286 “Transportation” or “Transport” means the act of conveying Collected materials from one location to another. “Universal Waste” or “U-Waste” means all wastes as defined by Title 22, Subsections 66273.1 through 66273.9 of the California Code of Regulations. These include, but are not limited to, batteries, fluorescent light bulbs, mercury switches, and E-Waste. “Used Motor Oil and Filter” means used oil fluids for vehicles including motor oil, brake, transmission and hydraulic fluids, crankcase and differential oils, lubricating oils for vehicles, and oil filters from automobiles and light trucks. “Used Oil Recovery Kit” means a kit containing: one (1) reusable plastic jug of at least one (1) gallon capacity with a leak-proof watertight screw-on top to contain Used Motor Oil or used cooking oil; one (1) six (6) mil plastic disposable resealable bag with double track seal of sufficient capacity to accommodate one (1) Used Motor Oil Filter; and, a flyer, brochure, or other informational media approved by the City intended to educate Customers about the Used Motor Oil and Filter Collection program and the benefits resulting from the proper handling of Used Motor Oil and Filters. The Used Oil Recovery Kit is to be provided to Customers by Contractor to recover Used Motor Oil and Filter, and used cooking oil from Single-Family and Townhouse residents. {Note to Proposers: Proposers are welcome to propose a strategy for Used Oil Recovery Kit design and/or labels which would enable Contractor to clearly distinguish between motor oil and cooking oil placed for Collection.} “Working Days” means days on which the Contractor is required to provide regularly scheduled Collection services under this Agreement. “Yard Trimmings” means those Discarded Materials that will decompose and/or putrefy, including, but not limited to, green trimmings, grass, weeds, leaves, prunings, branches, dead plants, brush, tree trimmings, dead trees, small pieces of unpainted and untreated wood, and other types of Organic Materials resulting from normal yard and landscaping maintenance that may be specified in City Legislation for Collection and processing as Organic Materials under this Agreement. Yard Trimmings does not include items herein defined as Excluded Waste. Yard Trimmings are a subset of Organic Materials. Yard Trimmings placed for Collection may not exceed six (6) inches in diameter and three (3) feet in length and must fit within the Contractor-provided Container. June 9, 2020 Item #10 Page 173 of 286 EXHIBIT B: DIRECT SERVICES The following Exhibits (B1 through B5) describe the programs which, in aggregate, represent the direct services to be performed under this Agreement by the Contractor. Each of the following Exhibits (B1 through B5) present the programs to be provided to each Customer Type by Contractor. Within each program description are specific requirements for the: • Type and size of Containers or Service Level to be offered by Contractor under each program; • Frequency of service to be offered by Contractor to Customers; • Location of service, including an indication of whether or not additional charges may apply if a Customer selects a location that is more costly to serve (e.g. back-yard service); • Materials that are acceptable or prohibited within the program; • Provision of additional services to the Customer if the standard Service Levels are inadequate, either on a regular or periodic basis, and an indication of whether or not additional charges may apply; and/or, • 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 B5 and Contractor shall promote such programs using the public education and outreach methods described in Exhibit C. June 9, 2020 Item #10 Page 174 of 286 This page intentionally left blank June 9, 2020 Item #10 Page 175 of 286 EXHIBIT B1: SINGLE-FAMILY RESIDENTIAL SERVICE June 9, 2020 Item #10 Page 176 of 286 {Note to Proposers: This Exhibit B1 assumes a three-Container system will be used consisting of containers for: Recyclable Materials, Organic Materials, and Solid Waste. If the City selects a four-Container system based on proposals received, this Exhibit B1 would be modified to have four sections, including: Recyclable Materials, Yard Trimmings, Food Waste, and Solid Waste. 1. Recyclable Materials Collection Contractor shall Collect Recyclable Materials placed in Contractor-provided Containers one (1) time per week from Single-Family (including Townhouse) Customers and Transport all Recyclable Materials to the Approved Recyclable Materials Processing Facility for Processing. Containers: Carts Container Sizes: 32-, 64-, and 96-gallons (or comparable sizes approved by the City). Standard Container size is 64-gallon. 96-gallon service shall be made available for no additional charge, upon request by Customer. Service Frequency: One (1) time per week on the same day as Organic Materials and Solid Waste Collection services. Service Location: Curbside Acceptable Materials: Recyclable Materials Prohibited Materials: Solid Waste, Organic Materials, Excluded Waste Additional Service: Single-Family Customers shall receive one (1) Recyclable Materials Cart standard and may request up to two (2) additional Recyclable Materials Carts at no additional charge. Contractor shall provide additional Recyclable Materials Carts to Single-Family Customers upon request and may charge the appropriate Rate approved by the City. Contractor shall allow Single-Family Customers to place unlimited flattened Cardboard (pieces no larger than 2’ x 3’), and additional volumes of mixed Recyclable Materials contained in paper bags or cardboard boxes adjacent to the Recyclable Materials Cart on their regularly-scheduled Collection day at no additional charge to the Customer. Other Requirements: Contractor shall accept household batteries in the Recyclable Materials program, provided that those batteries have been separately packaged in a sealed, fluorescent, storage plastic bag and placed on top of the Recyclable Materials Cart. Contractor may refuse to Collect a Recyclable Materials Container that contains prohibited container contaminants in the manner and subject to the limits described in Section 4.12 and provided that Contractor leaves a Non-Collection Notice in accordance with Section 5.3.B of this Agreement. Contractor shall keep a record of all Non-Collection Notices and Courtesy Notices issued to Customers, recording at a minimum the date, Customer address and material type of the Container in question. June 9, 2020 Item #10 Page 177 of 286 2. Organic Materials Collection {Note to Proposers: As noted above, this Exhibit B1 assumes a three-Container system. If four-Container system is chosen, this section would be broken into two: one for Yard Trimmings and one for source separated Food Waste.} Contractor shall Collect Organic Materials placed in Contractor-provided Carts one (1) time per week from Single-Family Customers and Transport all Organic Materials to the Approved Organic Materials Processing Facility for Processing. As of the Commencement Date, Organic Materials Collection service, as described in this Section 2 shall not be available to Containers: Carts Container Sizes: 32, 64, 96-gallons (or comparable size approved by the City). Service Frequency: One (1) time per week on the same day as Recyclable Materials and Solid Waste Collection service. Service Location: Curbside. Acceptable Materials: Organic Materials (including Yard Trimmings and Food Waste) Prohibited Materials: Recyclable Materials, Solid Waste, Excluded Waste Additional Service: Single-Family Customers shall receive one (1) Organic Materials Cart standard and may request up to two (2) additional Organic Materials Carts at no additional charge. Contractor shall provide additional Organic Materials Carts to Single- Family Customers upon request and may charge the appropriate Rate approved by the City. Other Requirements: Contractor shall provide to all Single-Family Customers kitchen pails designed to contain Food Scraps prior to placement in the Customer’s Organic Materials Cart. Kitchen pail specifications shall be approved by the City prior to ordering and distribution. Single-Family Customers may place Organic Materials in Compostable plastic bags and then place the bagged Organic Materials into their Organic Materials Carts for collection. Such bags must be labeled as “Compostable” by the manufacturer and certified by BPI. Contractor shall submit the required Compostable Plastic Processing notifications in accordance with Section 4.2.C and Exhibit D of this Agreement. Contractor may refuse to Collect an Organic Materials Container that contains prohibited container contaminants in the manner and subject to the limits described in Section 4.12 and provided that Contractor leaves a Non-Collection Notice in accordance with Section 5.3.B of this Agreement. Contractor shall keep a record of all Non-Collection Notices and Courtesy Notices issued to Customers, recording at a minimum the date, Customer address and material type of the Container in question. June 9, 2020 Item #10 Page 178 of 286 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 Designated Disposal Facility for Disposal. Containers: Carts Container Sizes: 32-, 64-, and 96-gallons (or comparable sizes approved by the City) As requested by Customer Service Frequency: One (1) time per week on the same day as Recyclable Materials and Organic Materials collection service. Service Location: Curbside Acceptable Materials: Solid Waste Prohibited Materials: Recyclable Materials, Organic Materials, Excluded Waste Additional Service: Contractor shall provide additional Solid Waste Carts to Single-Family Customers upon request and may charge the appropriate Rate approved by the City. Other Requirements: None 4. Used Oil and Filter Collection Contractor shall Collect Used Motor Oil and Filters and used cooking oil placed in a Contractor-provided Used Oil Recovery Kit from Single-Family Customers and shall Recycle all Used Motor Oil and Filters and used cooking oil Collected pursuant to this Agreement. Containers: Used Oil Recovery Kit Container Sizes: 1-gallon filter bags; and, 1-gallon oil jugs Service Frequency: Up to one (1) time per week on the same day as Solid Waste Collection service. Service Location: Curbside (adjacent to Recyclable Materials Cart) Acceptable Materials: Used Motor Oil and Filter, used cooking oil Prohibited Materials: Recyclable Materials, Organic Materials, Solid Waste, Excluded Waste Additional Service: Not applicable Other Requirements: Contractor shall provide a Used Oil Recovery Kit to a Customer within three (3) Working Days of Customer request, at no additional cost to Customer. Upon Collection of Used Motor Oil and Filter from a Customer, Contractor shall leave a clean and empty Used Oil Recovery Kit adjacent to the Recyclables Cart. Contractor shall Recycle the Used Motor Oil and Filter and used cooking oil only with Persons who are authorized by the State of California to Recycle such materials. In the event the Used Motor Oil and Filter and/or used cooking oil Collected pursuant to this 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. June 9, 2020 Item #10 Page 179 of 286 Contractor shall notify the City Contract Manager of any contamination which renders the Used Motor Oil and Filter or used cooking oil unacceptable for Recycling or which requires Disposal as a Hazardous Waste. Contractor shall keep all Used Motor Oil and Filters and used cooking oil Collected pursuant to this Agreement segregated from other materials. Contractor may refuse to Collect Used Motor Oil and Filter if it is not contained in an approved Used Oil Recovery Kit, provided that Contractor leaves a Non- Collection Notice which explains the reason for non-Collection, and also leaves a clean and empty Used Oil Recovery Kit adjacent to the refused Used Motor Oil and Filter set-out. Contractor may refuse to Collect a Used Motor Oil Recovery Kit which contains liquid other than Used Motor Oil or cooking oil, provided that Contractor leaves a Non-Collection Notice which explains the reason for non- Collection. 6. On-Call Bulky Item/Reusable Materials Collection Contractor shall Collect Bulky Items, Reusable Materials, and other materials described herein from Single-Family Customers. Contractor shall Transport all Collected materials to the appropriate Approved Facility for Reuse, Processing, or Disposal. {Note to Proposers: this Section 6 will be used in the event that the alternative proposal extending such service to single-family customers is selected by the City. If it is not selected, this Section will be deleted} Containers: Not applicable Service Level: Up to five (5) Bulky Items or Discarded Materials where each cubic yard of Recyclable Materials, Yard Trimmings, Solid Waste, and/or E-Waste shall count as one (1) item Service Frequency: Three (3) times per year Service Location: Curbside Acceptable Materials: Reusable Materials, Bulky Items, Recyclable Materials, Yard Trimmings, and Solid Waste Prohibited Materials: Food Scraps, Hazardous Materials, abandoned automobiles, trees, Excluded Waste or any single item (e.g. large auto parts, etc.) that exceeds two-hundred (200) lbs. in weight Additional Service: Contractor shall provide additional Bulky Item/Reusable Materials Collections to Single-Family Customers, beyond three (3) per year, and shall Collect additional Acceptable Materials (as described herein) that exceed the required Service Level (as requested by Customer), and may charge the appropriate Rates approved by the City for such additional service. Other Requirements: Contractor shall provide the service to the Customer within one (1) Working Days of the Customer’s requested service date, as mutually agreed upon by the Customer and Contractor. Contractor shall not Dispose of materials Collected through the on-call Bulky Item/Reusable Materials Collection program unless the materials cannot be reused or Recycled. Contractor shall Process and Dispose of June 9, 2020 Item #10 Page 180 of 286 Bulky Items and Reusable Materials Collected from Customers in accordance with the following hierarchy: (1) Reuse as is (where energy efficiency is not compromised); (2) disassemble for reuse or Recycling; (3) Recycle or Compost; and if none of the other options are practicable; then, (4) Dispose. 7. Holiday Tree Collection Annually, commencing the day after December 25 and three (3) weeks thereafter, the Contractor shall collect holiday trees from Single-Family Customers. Customers are required to place the holiday trees curbside on the Customer’s regularly scheduled Collection day. Holiday trees must be removed from stands; cut into lengths no longer than four (4) feet; and, be free of ornaments, garlands, tinsel, flocking, or other decorations. The Contractor shall not be required to Collect holiday trees that do not meet the aforementioned criteria. The Contractor shall affix a non-Collection notice to any non-Collected tree informing the Customer of the reason(s) for non-Collection. Contractor may charge City-approved Rates to return and Collect a previously non-Collected Holiday tree that has been corrected and set out. Contractor shall deliver all Collected Christmas trees to the Approved/Designated Organic Materials Processing Facility for Processing. Holiday tree Collection services shall be provided at no additional cost to the City or the Customer. 8. Alternative Service Location for Disabled Single-Family Customers Contractor shall allow for Persons that have a disability as defined by the Americans with Disabilities Act (which means Public Law 101-336, 104 Stat. 327, 42 U.S.C. 12101-12213 and 27 U.S.C. 225 and 611, and all Federal rules and regulations relating thereto) that are Occupants of Single-Family Premises to receive Collection services at a location other than Curbside at no extra charge to the Customer. Contractor shall review all applications (which shall include statements from physicians) made by Customers to determine conformance with this exemption provision and shall grant exemptions, if applicable. Contractor shall make reasonable accommodations with regard to provision of and servicing of Containers (e.g., Container size and type, placement of Containers for Collection, etc.) at no additional cost to the Customer. Upon Customer request, Contractor may make such alternative service locations available to Single-Family Customers that do not have a disability (as defined herein) for an additional, City-approved Rate. 9. ON CALL ELECTRONIC WASTE COLLECTION Contractor shall provide Electronic Waste Collection Service to all Single-Family Customers in the Service Area whose Electronic Waste has been placed within three (3) feet of the curb, swale, paved surface of the public roadway, closest accessible roadway, or other such location agreed to by the Contractor and Customer, that will provide safe and efficient accessibility to the Contractor's Collection crew and vehicle. Customers are required to call in to schedule an Electronic Waste pick-up by 5:00 PM the day prior to the Customer's regular Collection day. June 9, 2020 Item #10 Page 181 of 286 Customer may place up to five (5) items out for Collection per collection event. SFD and MFD Customers are entitled to three (3) collection events per dwelling per Rate Period at no additional charge. Contractor shall not be required to collect oversized items of Electronic Waste that cannot be handled by one (1) person. 10. SHARPS WASTE COLLECTION Contractor shall provide for Sharps Waste generated by Single-Family Customers at no charge through a container placed at up to three (3) locations at City facilities designated by the City. Contractor will replace the container at the City facility up to ten (10) times each Rate Period, on an as-needed basis. Contractor shall also make available to Customers a sharps by mail service from a third party provider through its website, at the rate established by the third party provider from time to time. June 9, 2020 Item #10 Page 182 of 286 This page intentionally left blank June 9, 2020 Item #10 Page 183 of 286 EXHIBIT B2: MULTI-FAMILY RESIDENTIAL SERVICES June 9, 2020 Item #10 Page 184 of 286 1. Recyclable Materials Collection Contractor shall Collect Recyclable Materials placed in Contractor-provided Containers from Multi-Family Customers at no additional charge with Customer subscription to Solid Waste Collection service, and shall Transport all Recyclable Materials to the Approved Recyclable Materials Processing Facility for Processing. Recyclable Materials Collection Services shall be provided to Multi-Family Customers at no additional charge. Containers: Carts, Bins Container Sizes: 32-, 64-, and 96-gallon Carts (or comparable size approved by the City); and 1-, 2-, 3-, 4-, 5-, and 6-cubic yard Bins, and 3 cubic yard Split-Containers. As requested by Customer Service Frequency: Up to six (6) times per week but not less than one (1) time per week (as requested by Customer); unless the Customer has received a Collection frequency waiver for Recyclable Materials in accordance with Section 4.11.2, in which case service frequency shall be not less than one (1) time per fourteen (14) days Service Location: Curbside or other Customer-selected service location at the Multi-Family Premises Acceptable Materials: Recyclable Materials Prohibited Materials: Organic Materials, Solid Waste, Excluded Waste Additional Service: Special pick-ups requested by a Customer, on days other than their regularly scheduled Collection day, will be available at an approved additional charge. Such additional picks-ups can be scheduled equating to up to six (6) days per week total service. Other Requirements: Contractor shall provide to all Multi-Family Dwelling Units Personal Recycling Totes designed to contain Recyclable Materials prior to placement in the Recyclable Materials Container. Personal Recycling Tote specifications shall be approved by the City prior to ordering and distribution. Contractor shall make contact with each and every Multi-Family Customer in advance of the Commencement Date to determine appropriate Container sizes and service frequency. Contractor shall deliver Recyclable Materials Containers to each and every Multi-Family Customer at the same time that the Contractor delivers Solid Waste Containers. 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 (additional charge may apply). A push/pull of Containers up to twenty-five (25) feet from the enclosure/container location to the Collection vehicle will be provided at no additional charge (push up to 25 feet then return). Contractor may refuse to Collect a Recyclable Materials Container that contains June 9, 2020 Item #10 Page 185 of 286 prohibited container contaminants in the manner and subject to the limits described in Section 4.12 and provided that Contractor leaves a Non-Collection Notice in accordance with Section 5.3.B of this Agreement. Contractor shall keep a record of all Non-Collection Notices and Courtesy Notices issued to Customers, recording at a minimum the date, Customer address and material type of the Container in question. 2. Organic Materials Collection Contractor shall Collect Organic Materials in Contractor-provided Carts not less than one (1) time per week from Multi-Family Customers and Transport all Organic Materials to the Approved Organic Materials Processing Facility for Processing. Organic Materials Collection services shall be provided to Multi-Family Customers at no additional charge. Containers: Carts, Bins Container Sizes: 32-, 64-, and 96-gallon Carts (or comparable size approved by the City); and, 1-, 2-, 3-, and 4-cubic yard Bins. As requested by Customer. Service Frequency: Up to six (6) times per week but not less than one (1) time per week, as requested by the Multi-Family Customer. Service Location: Curbside or other Customer-selected service location at the Multi-Family Premises Acceptable Materials: Organic Materials (including Yard Trimmings and Food Waste) Prohibited Materials: Recyclable Materials, Solid Waste, Excluded Waste Additional Service: Special pick-ups requested by a Customer, on days other than their regularly scheduled Collection day, will be available at an approved additional charge. Such additional picks-ups can be scheduled equating to up to six (6) days per week total service. Other Requirements: Contractor shall provide to all Multi-Family Dwelling Units kitchen pails designed to contain Food Scraps prior to placement in the Customer’s Organic Materials Container. Kitchen pail specifications shall be approved by the City prior to ordering and distribution. Contractor shall make contact with each and every Multi-Family Customer in advance of the Commencement Date to determine appropriate Container sizes and service frequency. Contractor shall deliver Organic materials containers to each and every Multi-Family Customer at the same time that the contractor delivers Solid Waste Containers. 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 (additional charge may apply). A push/pull of Containers up to twenty-five (25) feet from the enclosure/Container location to the Collection vehicle will be provided at no additional charge (push up to 25 feet then return). June 9, 2020 Item #10 Page 186 of 286 Contractor may refuse to Collect an Organic Materials Container that contains prohibited container contaminants in the manner and subject to the limits described in Section 4.12 and provided that Contractor leaves a Non-Collection Notice in accordance with Section 5.3.B of this Agreement. Contractor shall keep a record of all Non-Collection Notices and Courtesy Notices issued to Customers, recording at a minimum the date, Customer address and material type of the Container in question. 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 Designated Disposal Facility for Disposal. Containers: Carts, Bins Container Sizes: 32, 64-, and 96-gallon Carts (or comparable size approved by the City); and 1-, 2-, 3-, 4-, 5-, and 6-cubic yard Bins, and 3 cubic yard Split-Containers. As requested by Customer Service Frequency: Up to three (3) times per week but not less than one (1) time per week, as requested by Customer, unless the Customer has received a Collection frequency waiver for Solid Waste in accordance with Section 4.11.2, in which case service frequency shall be not less than one (1) time per fourteen (14) days. Service Location: Curbside or other Customer-selected service location at the Multi-Family Premises Acceptable Materials: Solid Waste Prohibited Materials: Recyclable Materials, Organic Materials, Excluded Waste Additional Service: Special pick-ups requested by a Customer, on days other than their regularly scheduled Collection day, will be available at an approved additional charge. Such additional picks ups can be scheduled equating to up to three (3) days per week total service. Other Requirements: Contractor shall make contact with each and every Multi-Family Customers in advance of the Commencement Date to determine appropriate Container sizes and service frequency. 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 (additional charge may apply). A push/pull of Containers up to twenty-five (25) feet from the enclosure/Container location to the Collection vehicle will be provided at no additional charge (push up to 25 feet then return). June 9, 2020 Item #10 Page 187 of 286 4. Bulky Item/Reusable Materials Collection Contractor shall Collect Bulky Items, Reusable Materials, and other materials described herein from Multi- Family Customers. Contractor shall Transport all Collected materials to the appropriate Approved Facility for Reuse, Processing, or Disposal. {Note to Proposers: this Section 4 will be used in the event that the alternative proposal extending such service to multi-family customers is selected by the City. If it is not selected, this Section will be deleted} Containers: Not applicable Service Level: Up to five (5) Bulky Items or Discarded Materials where each cubic yard of Recyclable Materials, Yard Trimmings, Solid Waste, and/or E-Waste shall count as one (1) item Service Frequency: Three (3) times per year Service Location: Curbside Acceptable Materials: Reusable Materials, Bulky Items, Recyclable Materials, Yard Trimmings, and Solid Waste Prohibited Materials: Food Scraps, Hazardous Materials, abandoned automobiles, trees, Excluded Waste or any single item (e.g. large auto parts, etc.) that exceeds two-hundred (200) lbs. in weight Additional Service: Contractor shall provide additional Bulky Item/Reusable Materials Collections to Multi-Family Customers, beyond three (3) per year, and shall Collect additional Acceptable Materials (as described herein) that exceed the required Service Level (as requested by Customer), and may charge the appropriate Rates approved by the City for such additional service. Other Requirements: Contractor shall provide the service to the Customer within one (1) Working Days of the Customer’s requested service date, as mutually agreed upon by the Customer and Contractor. Contractor shall not Dispose of materials Collected through the on-call Bulky Item/Reusable Materials Collection program unless the materials cannot be reused or Recycled. Contractor shall Process and Dispose of Bulky Items and Reusable Materials Collected from Customers in accordance with the following hierarchy: (1) Reuse as is (where energy efficiency is not compromised); (2) disassemble for reuse or Recycling; (3) Recycle or Compost; and if none of the other options are practicable, (4) Dispose. 5. Holiday Tree Collection Annually, commencing the day after December 25 and three (3) weeks thereafter, or as otherwise approved by the City Contract Manager, Contractor shall Collect Holiday trees from Multi-Family Customers at a mutually agreed upon time, date, and designated Collection location, as arranged by the Contractor and each Multi-Family property owner or manager. Contractor shall offer each Multi-Family property owner or manager the option to receive Christmas tree Collection service in Bins or Drop Boxes, which Contractor shall provide for such service. Contractor shall also offer each Multi-Family property owner or manager the option to receive un-containerized Christmas tree Collection service Curbside, or June 9, 2020 Item #10 Page 188 of 286 from designated location at the Multi-Family Premises mutually agreed upon between Contractor and the property owner or manager. Holiday trees must be removed from stands; cut into lengths no longer than four (4) feet; and, be free of ornaments, garlands, tinsel, flocking, or other decorations. The Contractor shall not be required to Collect holiday trees that do not meet the aforementioned criteria and/or are not placed at the agreed upon Collection location and time period. The Contractor shall affix a non-Collection notice to any non-Collected holiday tree informing the Customer of the reason(s) for non-Collection 6. Container Sharing and Split-Containers In special circumstances for Customers with significant space limitations and upon approval by the City Contract Manager, the Contractor shall permit Multi-Family Customers to share Discarded Materials service with other geographically proximate Customers. Such shared service shall be performed, and billed, as if it were being provided to a single Customer, with the exception that Contractor shall require all Customers sharing a single service account to identify a “Primary Responsible Party” which will serve as the singular point of contact for communication and billing from Contractor and the City, along with a list of all addresses with which the Primary Responsible Party will share service. Additionally, the Contractor shall, upon Customer request, provide Split-Bins for Multi-Family Customers with space limitations, and shall Collect, Transport, Transfer, and Process or Dispose of each material type in accordance with this Agreement. {Note to proposers: The specific types of Split-Bins and the materials to be Collected have not been specified here. Proposers may include specific types of Split-Bins for consideration, and upon City’s selection, the types of Split-Bins may be further specified in the Agreement.} 7. ON CALL ELECTRONIC WASTE COLLECTION Contractor shall provide Electronic Waste Collection Service to all Multi-Family Customers in the Service Area whose Electronic Waste has been placed at a location agreed to by the Contractor and Customer, that will provide safe and efficient accessibility to the Contractor's Collection crew and vehicle. Customers are required to call in to schedule an Electronic Waste pick-up by 5:00 PM the day prior to the Customer's regular Collection day. Customer may place up to five (5) items out for Collection per collection event. Multi-Family Customers are entitled to three (3) collection events per dwelling unit per Rate Period at no additional charge. Contractor shall not be required to collect oversized items of Electronic Waste that cannot be handled by one (1) person. June 9, 2020 Item #10 Page 189 of 286 8. SHARPS WASTE COLLECTION Contractor shall provide for Sharps Waste generated by Multi-Family Customers at no charge through a container placed at up to three (3) locations at City facilities designated by the City. Contractor will replace the container at the City facility up to ten (10) times each Rate Period, on an as-needed basis. Contractor shall also make available to Customers a sharps by mail service from a third party provider through its website, at the rate established by the third party provider from time to time. June 9, 2020 Item #10 Page 190 of 286 EXHIBIT B3: COMMERCIAL SERVICES June 9, 2020 Item #10 Page 191 of 286 1. Recyclable Materials Collection Contractor shall Collect Recyclable Materials placed in Contractor-provided Containers from Commercial Customers subscribing to Recyclable Materials Collection service and Transport all Recyclable Materials to the Approved Recyclable Materials Processing Facility for Processing. Containers: Carts, Bins, Drop Boxes, and Compactors Container Sizes: 32-, 64-, and 96-gallon Carts (or comparable size approved by the City); 1-, 2-, 3-, 4-, 5-, and 6- cubic yard Bins; 3 cubic yard Split-Bins; 2-, 3-, and 4-cubic yard Bin Compactors, and, 7-, 20-, 30-, and 40- cubic yard Drop Boxes; or Customer Owned Compactors {Note to Proposers: The City’s desire is to have a range of box sizes available, but contractor may propose the specific box sizes.} As requested by Customer. Service Frequency: Up to six (6) times per week but not less than one (1) time per week, as requested by Customer; unless the Customer has received a Collection frequency waiver for Recyclable Materials in accordance with Section 4.11.2, in which case service frequency shall be not less than one (1) time per fourteen (14) days Service Location: Curbside or other Customer-selected service location at the Commercial Premises; additional charges may apply if the service location is greater than fifteen (25) feet from the nearest point that a Collection Vehicle can access from a paved surface. Acceptable Materials: Recyclable Materials Prohibited Materials: Organic Materials, Solid Waste, Excluded Waste Additional Service: Special pick-ups requested by a Customer, on days other than their regularly scheduled Collection day, will be available at an approved additional charge. Such additional picks-ups can be scheduled equating to up to six (6) days per week total service. Other Requirements: Contractor shall make contact with each and every Commercial Customer in advance of the Commencement Date to determine appropriate Container sizes and service frequency. Contractor shall deliver Recyclable Materials containers to each and every Commercial Customer at the same time that the contractor delivers Solid Waste Containers, unless that Commercial Customer is exempted from Recyclable Materials services by the City, or has demonstrated to the City that it is diverting Recyclable materials through subscription with another City- approved hauler, or other City-approved method. June 9, 2020 Item #10 Page 192 of 286 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 (additional charge may apply). A push/pull of Containers up to twenty-five (25) feet from the enclosure/Container location to the Collection vehicle will be provided at no additional charge (push up to 25 feet then return.) Contractor may refuse to Collect an Recyclable Materials Container that contains prohibited container contaminants in the manner and subject to the limits described in Section 4.12 and provided that Contractor leaves a Non-Collection Notice in accordance with Section 5.3.B of this Agreement. Contractor shall keep a record of all Non-Collection Notices and Courtesy Notices issued to Customers, recording at a minimum the date, Customer address and material type of the Container in question. 2. Organic Materials Collection Contractor shall Collect Organic Materials placed in Contractor-provided Containers not less than one (1) time per week from Commercial Customers and Transport all Organic Materials to the Approved Commercial Organic Materials Processing Facility for Processing. Nothing in this Section 1 of Exhibit B3 shall prevent other Persons from also providing similar services to businesses in the City, and charging for such service, provided that such Persons maintain a City-issued permit granting such right, in accordance with the City’s Municipal Code. Containers: Carts, Bins, Compactors Container Sizes: 32-, 64-, and 96-gallon Carts (or comparable size approved by the City); 1-, 1.5-, and 2- cubic yard Bins; and, Customer-owned Compactors As requested by Customer. Service Frequency: Up to six (6) times per week but not less than one (1) time per week, as requested by Customer. Service Location: Curbside or other Customer-selected service location at the Commercial Premises; additional charges may apply if the service location is greater than fifteen (25) feet from the nearest point that a Collection Vehicle can access from a paved surface. Acceptable Materials: Organic Materials (including Yard Trimmings and Food Scraps) Prohibited Materials: Recyclable Materials, Solid Waste, Excluded Waste Additional Service: Special pick-ups requested by a Customer, on days other than their regularly scheduled Collection day, will be available at an approved additional charge. Such additional picks-ups can be scheduled equating to up to six (6) days per week total service Other Requirements: Contractor shall make contact with each and every Commercial Customer in June 9, 2020 Item #10 Page 193 of 286 advance of the Commencement Date to determine appropriate Container sizes and service frequency. Contractor shall deliver Organic Materials containers to each and every Commercial Customer at the same time that the contractor delivers Solid Waste Containers, unless that Commercial Customer is exempted from Organic Materials services by the City, or has demonstrated to the City that it is diverting Organic Materials through subscription with another City-approved hauler, or other City-approved method. 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 (additional charge may apply). A push/pull of Containers up to twenty-five (25) feet from the enclosure/Container location to the Collection vehicle will be provided at no additional charge (push up to 25 feet then return). Contractor may refuse to Collect an Organic Materials Container that contains prohibited container contaminants in the manner and subject to the limits described in Section 4.12 and provided that Contractor leaves a Non-Collection Notice in accordance with Section 5.3.B of this Agreement. Contractor shall keep a record of all Non-Collection Notices and Courtesy Notices issued to Customers, recording at a minimum the date, Customer address and material type of the Container in question. 3. Solid Waste Collection Contractor shall Collect Solid Waste placed in Contractor-provided Containers not less than one (1) time per week from Commercial Customers and Transport all Solid Waste to the Designated Disposal Facility for Disposal. Containers: Carts, Bins, Drop Boxes, Compactors. Container Sizes: 32-, 64-, and 96-gallon Carts (or comparable size approved by the City); 1-, 2-, 3-, 4-, 5-, and 6- cubic yard Bins; 3 cubic yard Split-Bins; 2-, 3-, and 4-cubic yard Bin Compactors, and, 7-, 20-, 30-, and 40- cubic yard Drop Boxes; or Customer Owned Compactors {Note to Proposers: The City’s desire is to have a range of box sizes available, but contractor may propose the specific box sizes.} As requested by Customer. Service Frequency: Up to three (3) times per week but not less than one (1) time per week, as requested by Customer. Service Location: Curbside or other Customer-selected service location at the Commercial Premises; additional charges may apply if the service location is greater than fifteen (25) feet from the nearest point that a Collection Vehicle can access from a paved surface. Acceptable Materials: Solid Waste June 9, 2020 Item #10 Page 194 of 286 Prohibited Materials: Recyclable Materials, Organic Materials, Excluded Waste Additional Service: Special pick-ups requested by a Customer, on days other than their regularly scheduled Collection day, will be available at an approved additional charge. Such additional picks-ups can be scheduled equating to up to six (6) days per week total service Other Requirements: Contractor shall make contact with each and every Commercial Customer in advance of the Commencement Date to determine appropriate Container sizes and service frequency. 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 (additional charge may apply). A push/pull of Containers up to twenty-five (25) feet from the enclosure/Container location to the Collection vehicle will be provided at no additional charge (push up to 25 feet then return). 4. Commercial Container Sharing and Split-Containers In special circumstances, for Customers with significant space limitations and upon approval by the City Contract Manager and the Contractor, the Contractor shall permit Commercial Customers to share Discarded Materials service with other geographically proximate Commercial Customers. Such shared service shall be performed, and billed, as if it were being provided to a single Customer, with the exception that Contractor shall require all Customers sharing a single service account to identify a “Primary Responsible Party” which will serve as the singular point of contact for communication and billing from Contractor and the City, along with a list of all addresses with which the Primary Responsible Party will share service. Additionally, the Contractor shall, upon Customer request, provide Split-Bins for Customers with space limitations, and shall Collect, Transport, Transfer, and Process or Dispose of each material type in accordance with this Agreement. {Note to proposers: The specific types of Split-Containers and the materials to be Collected have not been specified here. Proposers may include specific types of Split-Containers for consideration, and upon City’s selection, the types of Split-Containers may be further specified in the Agreement.} June 9, 2020 Item #10 Page 195 of 286 This page intentionally left blank June 9, 2020 Item #10 Page 196 of 286 EXHIBIT B4: CITY SERVICES June 9, 2020 Item #10 Page 197 of 286 1. Commercial Customer Services to City Facilities Contractor shall Collect Recyclable Materials, Organic Materials, and Solid Waste, from City facilities in the same manner as those services are provided to Commercial Customers, and shall provide designated personnel in accordance with Section 5.7.E of this Agreement. Contractor shall provide service to all existing City facilities identified in Exhibit B5 as well as any future City facilities established after the Commencement Date. Contractor shall provide these services at no additional cost to the City. City facility service as described by this Section shall include unlimited Drop Box Collection service, and periodic Bulky Item Collection. Contractor shall deliver Drop Boxes within twenty-four (24) hours of City request. Contractor shall Collect, empty and return Drop Boxes within twenty-four (24) hours of City request. Contactor shall remove and not return Drop-Boxes within twenty-four (24) hour of City request. 2. Emergency Services Contractor shall provide emergency services (i.e., special collections, transport, processing and disposal) at the request of the City Contract Manager in the event of major accidents, disruptions, or natural calamities. Contractor shall be capable of providing emergency services within twenty-four (24) hours of notification by the City Contract Manager or as soon thereafter as is reasonably practical in light of the circumstances. For any services which exceed the scope of services under this Agreement, Contractor shall be entitled to compensation at the emergency service Rates approved under this Agreement. The City shall have discretion in the method of such compensation between direct payments by the City and allowing such costs to be considered in the adjustment of Rates for the following Rate Period. 3. Annual Pharmaceutical Collection Events Contractor shall provide up to two (2) free Pharmaceutical Collection Events per year, including the staffing, disposal and transportation of Pharmaceutical Waste as requested by the City Contract Manager. The City will provide the location for the event(s). City or Contractor may request a modification of the scope of services related to Pharmaceutical Waste collection, or terminate this program, where prohibited or rendered impractical by current or future federal, state or local laws and regulation 4. Annual Shredding Event For Residential Service Customers, Contractor shall provide at least two (2) annual shredding event free of charge. Contractor may require proof of residency at such events. The location of the event shall be within the City of Carlsbad and shall occur in the month specified by the City Contract Manager. The limit of shredded material accepted will be three standard office storage boxes per Residential Premises. Where appropriate, this limit may be waived by Contractor on a case by case basis. June 9, 2020 Item #10 Page 198 of 286 5. Provision of Compost and Mulch Product A. Bulk Compost. Contractor shall make available to City at least one thousand (1,000) cubic yards of bulk compost per Agreement Year for use in City parks and facilities at no additional cost to the City or Customers. City will notify Contractor as to the City’s needs for delivery of finished compost throughout the Agreement Year. Contractor shall deliver compost within five (5) Business Days of a request of City to any accessible location within City limits at no additional cost to City. If City does not take delivery of compost made available by Contractor within thirty (30) calendar days of the end of the Agreement Year, Contractor’s obligation to deliver compost for said Agreement Year shall be deemed to be satisfied. Any of the one thousand (1,000) cubic yards bulk compost allotment that is not requested by the City during the Agreement Year shall not carry over into the next Agreement Year. Upon request Contractor shall provide City with compost lab results and specifications. B. Bulk Mulch. Contractor shall make available to City at least one thousand (1,000) cubic yards of bulk mulch per Agreement Year for use in City parks and facilities at no additional cost to City or Customers. The mulch specifications shall be approved in advance by City. The mulch shall be natural color (uncolored) and made from recycled urban wood waste. City will notify Contractor as to the City’s needs for delivery of finished mulch throughout the Agreement Year. Contractor shall deliver mulch within five (5) Business Days upon request of City to any accessible location within City limits at no additional cost to City. If City does not take delivery of mulch made available by Contractor within thirty (30) calendar days of the end of the Agreement Year, Contractor’s obligation to deliver compost for said Agreement Year shall be deemed to be satisfied. Any of the one thousand (1,000) cubic yards bulk mulch allotment that is not requested by the City during the Agreement Year shall not carry over into the next Agreement Year. C. Compost Give-Away Events. Contractor shall distribute an annual total of at least one thousand (1,000) one (1) cubic-foot bags of compost to City residents at no additional cost to the City or Customers at two (2) public compost give-away events per Agreement Year (such that Contractor shall provide at least five hundred (500) bags per event). The location, date, and time of such events shall be mutually agreed upon by Contractor and the City Contract Manager, and may be held in conjunction with other City-approved events. Contractor shall deliver the bagged compost to the agreed-upon event location at no cost to City. Contractor shall provide at least one (1) attendant for at least six (6) hours per event. D. SB 1383 Procurement. Contractor agrees that all compost or mulch 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. 6. News Media Relations. Contractor shall notify the City Contract Manager by e-mail 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 June 9, 2020 Item #10 Page 199 of 286 participation or Customer perception of services, Contractor will discuss Contractor’s proposed response with the Contract Administrator. Copies of draft news releases or proposed articles related to the provision of Collection Services under this Agreement shall be submitted to City for prior review and approval at least five (5) Business Days in advance of provision to such Persons, 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. Copies of articles resulting from media interviews or news releases shall be provided to the City within five (5) Business Days after publication. 7. Waste Generation, Characterization, and Pilot Studies. Contractor acknowledges that City, CalRecycle, or other governmental agencies may wish to perform generation and characterization studies periodically with respect to materials covered under this Agreement. 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 materials generated, Disposed, Diverted or otherwise Processed. If City requires Contractor to participate in such a study, Contractor and City shall mutually agree on the scope of services to be provided by Contractor and the amount of compensation, if any, that the City will pay to Contractor for such participation. In any event, Contractor shall permit and in no way interfere with the Collection and handling of the subject materials by other Persons for such purposes. Contractor that acknowledges that the County, in coordination with the City, is required by SB 1383 to conduct Organic Waste and Edible Food capacity planning studies. The Contractor shall provide information to the City as needed for the City’s participation in such capacity planning studies. This information and/or participation may include, but is not limited to, conducting or supporting waste characterization studies; providing information regarding existing and potential new or expanded capacity in the Contractor’s operations for the Collection, Transport, or Processing of Recyclable and Organic Materials; and any other information deemed necessary by the City or County for purposes of the study. The Contractor shall respond to any request for information from the City within thirty (30) days, unless another timeframe is otherwise specified or authorized by the City. Contractor acknowledges that the City may, wish to conduct and/or participate in pilot studies related to the Customers and materials that are the subject of this Agreement. If City requires Contractor to participate in any such a pilot study, Contractor and City shall mutually agree on the scope of services to be provided by Contractor and the amount of compensation, if any, that the City will pay to Contractor for such participation. In any event, Contractor shall permit and in no way interfere with the Collection and handling of the subject materials by other Persons for such purposes. June 9, 2020 Item #10 Page 200 of 286 EXHIBIT B5: CITY FACILITY SERVICE LEVELS, LOCATIONS, AND SPECIAL EVENTS June 9, 2020 Item #10 Page 201 of 286 Contractor will collect Recyclable Materials, Organic Materials, and Solid Waste from City facilities (including parks) in the same manner as those services are provided to Commercial Customers. Contractor shall provide service to all City facilities, present and future, at no additional cost to the City. Contractor shall provide special event services pursuant to Section 4.5 of the Agreement. {List of facilities to be inserted in final agreement} In addition to regular scheduled Collection services, Contractor shall provide, upon request, temporary Drop Box services to all City facilities at no additional cost to the City. Contractor shall deliver source separated yard trimmings collected from City facilities, parks, and Clean Up operations in Drop Boxes to the Approved Transfer Facility for transfer to the Approved Organic Materials Processing Facility. June 9, 2020 Item #10 Page 202 of 286 This page intentionally left blank June 9, 2020 Item #10 Page 203 of 286 EXHIBIT C: PUBLIC EDUCATION AND OUTREACH REQUIREMENTS June 9, 2020 Item #10 Page 204 of 286 1. General Administration The City has places the utmost importance on effective public outreach and education in helping residents and businesses fully understand options for and benefits of source reduction, reuse, Recycling, and Composting. General provisions for public education and outreach are as follows: A. Prior to the Commencement Date and by October 1 of each following year during the Term of this Agreement, Contractor shall develop and submit an annual public education plan to promote the programs designed by the City and performed by Contractor under this Agreement. Each public education plan shall specify the target audience for services provided, include upcoming promotions for ongoing and known special events, identify program objectives, individual tasks, public education materials to be distributed, opportunities for expanded partnerships, a timeline for implementation, and an itemized description of how Contractor’s annual public education budget (described in Section 3 of this Exhibit C) will be spent. The City Contract Manager shall be permitted to provide input on each annual public education plan, and the plan shall not be finalized or implemented without approval of the City Contract Manager. Each plan’s implementation success shall be measured based on agreed-upon metrics for the impact of each plan and/or campaign (e.g. changes in diversion, contamination, social media engagement rates, click-through rates, etc. resulting from the education and/or outreach efforts). Contractor shall meet with the City Contract Manager to present and discuss the plan, review the prior year’s activities (including sponsorships and services provided to City-sponsored events) and determine whether community activities and the provision of services to the City reflect the needs of City staff and the City Council. City Contract Manager shall be allowed up to thirty (30) calendar days after receipt to review and request modifications. The City Contract Manager may request, and Contractor shall not unreasonably deny, modifications to be completed prior to approving the plan. Contractor shall have up to fifteen (15) Business Days to revise the plan in response to any requested changes by the City Contract Manager. Any further delays may result in Liquidated Damages for failure to perform education and outreach activities as identified in Exhibit F. Each Business Day that the plan is late shall count as a single event/activity. B. Upon request from the City Contract Manager, City Contract Manager and Contractor’s Contract Manager shall meet up to one (1) time per month to discuss services, outreach, and educational campaigns and request changes or adaptations to the annual public education plan. The City will be responsible, in its sole discretion and subject to budgetary constraints, to prepare all public education materials and may request that materials be reviewed by Contractor prior to production. If requested, Contractor shall review and comment on the materials within two (2) weeks of request from the City. C. Contractor shall distribute instructional information, public education, and promotion materials in advance of, and following, commencement of services. This shall entail, at a minimum, distributing program literature to all Customers at the Commencement of the Agreement as well as to any new Customer during the Agreement Term. Contractor shall use multiple media sources including print, radio television, electronic/ social media, and events to notify Customers of the change in their service provider, if applicable, and to highlight new program offerings. Transition and ongoing sector-specific collateral materials shall be distributed. For any public education June 9, 2020 Item #10 Page 205 of 286 materials not produced by the City, the Contractor shall submit all draft materials to City Contract Manager for review and approval. D. All City facilities shall receive any and all public education and outreach materials and services provided to the Commercial sector. Contractor shall provide all printed public education materials to City offices and facilities to have available for the public that visits those facilities and shall replenish the materials as requested by the City Contract Manager. E. Bill inserts shall be designed and produced by the City; and the Contractor shall responsible for printing and distributing the billing inserts to all Customers. Contractor shall provide electronic bill inserts (or separate email attachments) to Customers who are billed electronically, and paper bill inserts to Customers who receive paper bills. For Customers receiving electronic bills, Contractor agrees to distribute brochures, newsletters, or other information developed by the City as attachments to Customer invoices. Electronic bill inserts/attachments must be readily available for the Customer to view upon receipt of the invoice (attachments shall not be provided as links). Upon City request for billing inserts, Contractor shall comply with such request during its next billing cycle for the targeted Customer group, if specified. Contractor shall perform this service with no additional requirement for compensation. F. Contractor shall develop a website specific to its operations in the City, with a section specific to City programs and Customers, that will be used to post educational materials for download, highlight program successes, and provide Diversion statistics. The Contractor’s City specific website shall also include links to relevant web pages of the City’s website where further information can be found. 2. Public Education and Outreach Team To best achieve the highest possible level of public education and awareness, Contractor has proposed to employ at least one (1) full-time equivalent staff member(s) {Proposer to insert number of proposed public education staff, if different} to coordinate and implement all public education and outreach activities required by this Agreement. The public education and outreach staff shall, at a minimum, perform the following tasks: 1. Work to develop partnerships with and incorporate City program and educational activities into Contractor activities, and vice versa; 2. Prepare proposals and presentations to City entities; 3. Participate and represent Contractor in community activities; 4. Oversee Customer satisfaction of all program services, as described in Exhibit B to the Agreement; 5. Coordinate and produce the annual education and outreach plan required by Section 1 of this Exhibit C to the Agreement; 6. Coordinate implementation of the annual public education plan; June 9, 2020 Item #10 Page 206 of 286 7. Perform annual visits to identify the service needs of every Customer, other than Single- Family Customers, by conducting “Diversion opportunity assessments” of Customer locations and facilities; 8. Manage follow-up Diversion opportunity assessments for businesses to conduct a more comprehensive investigation and educational process after the initial review; 9. Provide all Customers with appropriate educational information necessary to make informed, environmentally-forward decisions relative to waste reduction, reuse, and Diversion activities. 10. Maximize the opportunity for initial and sustained program success by seeking to identify a "champion" (ideally a senior manager) at each Commercial and Multi-Family Customer who will serve as a primary contact and advocate for Diversion programs within the Customer’s organization; 11. Assist in planning service needs for special events and large venues with a focus on reducing the Disposal of materials resulting from such events or venues; and, 12. Create and distribute reports as required under this Agreement and/or requested by Agency Contract Manager. 3. Annual Budget In addition to staffing expenses, Contractor shall spend, for the public education and outreach services described in this Exhibit C, no less than two hundred thousand ($200,000) in Rate Period One. {Note to Proposers: This amount may be revised during negotiations, following the selection of the final service package.} The Rate Period One budget shall be adjusted annually thereafter by the Annual Percentage Change in CPI-U (as defined in Exhibit E). Annually, Contractor shall provide to the City Contract Manager for review and approval a detailed description of how such budget will be spent as part of the annual public education plan to be developed in accordance with Section 1 of this Exhibit C. At the conclusion of each Rate Period, any unused funds shall be transferred to the City. Contractor shall be prohibited from expending such funds without the prior written approval of the City Contract Manager. Any expenditures not approved by the City in advance shall neither be counted in Contractor’s annual public education and outreach budget, nor be recovered through Rates. 4. Sector-Specific Activities The following tables present the public education and outreach activities to be performed by Contractor each Rate Period as minimum requirements under this Agreement, as proposed by Contractor in Contractor’s Proposal. Each Customer typefaces unique Discarded Materials management opportunities and challenges; therefore, Contractor shall develop targeted, sector-specific educational materials and perform outreach activities as described for each Customer Type. {Note to Proposers: The following tables June 9, 2020 Item #10 Page 207 of 286 are presented as an EXAMPLE ONLY, and will be replaced by Contractor’s proposed Public Education and Outreach Plan, which will be submitted as part of Contractor’s Proposal.} June 9, 2020 Item #10 Page 208 of 286 Public Education and Outreach | All Sectors - EXAMPLE All printed materials also to be posted to the Company’s website. The following general public education and outreach materials shall each be produced for the benefit of all Customer types that receive Collection service from the Contractor. Activity Description Distribution/Frequency Newspaper Advertisement Distribute a City-produced newspaper advertisement that explains all programs that will be offered under the new Agreement. One (1) time at beginning of the Agreement (20-30 days prior to contract start date). Public Service Announcement (PSA) Distribute a City-produced PSA for local radio and cable television broadcast describing the new programs under the Agreement. One (1) time at beginning of the Agreement (20-30 days prior to contract start date). Press Release Distribute a City-produced press release to advertise and promote all programs, with particular focus on any new programs that will be offered to each sector (Single-Family, Multi-Family, Commercial, City facilities). One (1) time at beginning of the Agreement (20-30 days prior to contract start date). Truck-Side Advertising Implement a City-wide truck-side advertising campaign to educate the public about Contractor’s programs under this Agreement. Campaign content and messaging shall be created by the City, and each campaign should be coordinated, in terms of both message and timing, with the theme of the quarterly newsletters produced by the City and distributed by Contractor. Contractor shall produce and install truck-side signage for each side of each vehicle it operates in performing services under this Agreement. Quarterly. June 9, 2020 Item #10 Page 209 of 286 Public Education and Outreach | Single-Family & Townhouse Education and Outreach Activities - EXAMPLE All printed materials also to be posted to the Company’s website. {Note to proposers: This table is provided as an example only. The types of educational materials, content, and distribution methods and frequency are subject to change in the final agreement.} Activity Description Distribution/Frequency New Programs Mailing Produce and Distribute a City-designed initial mailing to Single-Family Customers, which may include content such as explaining the program changes in the new Agreement; changes from the existing Collection programs to new programs; regulatory requirements, including SB 1383; and, the effective date of the change. Contractor shall include its holiday schedule and the Residential Recycling and expanded services guide. One (1) time at beginning of the Agreement (45-60 days prior to Commencement Date) via direct mail. Recycling Guide Produce and Distribute a City-designed “Recycling guide” specific to Single- Family Customers. This guide shall include information on Collection methodologies, set out instructions, set out schedule, contact information, and acceptability and necessary preparation of materials for all Single-Family programs described in Exhibit B-1. A section of the guide will specifically address proper methods of handling and Disposal of Hazardous Wastes. Affixed (inside plastic bag, zip- tied to handle) to every Single- Family and Townhouse Recyclable Materials Cart delivered prior to the Commencement Date, and thereafter to all new Customers. By direct mail annually thereafter to each Single- Family and Townhouse Customer Neighborhood Group & HOA Visits Upon City request, visit homeowner associations and other neighborhood groups and associations to promote and explain the Recycling programs included in this Agreement. At City Contract Manager or Customer request. June 9, 2020 Item #10 Page 210 of 286 Activity Description Distribution/Frequency Quarterly Bill Insert Produce and Distribute a City-designed quarterly bill Inserts that creatively inform Residential Customers about such topics as availability of Bulky Item pick- ups, home Composting, proper handling of Household Hazardous Waste, E- Waste, and U-Waste, other environmental conservation topics statistics, trends, and facts about programs performed under this Agreement (i.e. material Collected, Tonnage, year over year increase/decrease, markets for material Collected, what each material is Recycled into, and the importance of buying Recycled). Contractor’s annual public education plan shall define a theme for each Quarterly bill insert. One (1) time per quarter included in each mailed Customer bill and downloadable from electronic Customer bills. Corrective Action Notices Produce and distribute a Single-Family Customer oriented Non-Collection Notice, and Courtesy Notice for use in instances where the Customer includes prohibited materials in a Container or fails to properly prepare or set-out Containers. As needed. Seasonal Program Notifications Provide written notification to all Single-Family Customers advertising each scheduled neighborhood clean-up day pursuant to Exhibit B1.5, Christmas tree Collections pursuant to Exhibit B1.7, and any other seasonal or periodic program(s). The notification shall inform Customers of the schedule, acceptable and prohibited materials, and set-out requirements for the program. At least fourteen (14) calendar days prior to event via direct mail. Website Contractor shall prepare a “Single-Family Customer” section of its website where it will present Customers with “how-to” information for participating in Contractor-provided programs including proper Container set-outs, and provide Single-Family Customers with links to click on for additional resources. All other Single-Family educational materials specified in this Section shall be posted on this section of Contractor’s website in PDF and/or video format. The website shall also publish the current Rates charged to Single-Family Customers within the City. At least thirty (30) calendar days prior to Commencement Date. Updated no less than quarterly. June 9, 2020 Item #10 Page 211 of 286 Activity Description Distribution/Frequency Mandatory Recycling and Organics Outreach Activities Produce and Distribute City-produced outreach materials containing information to assist City with outreach compliance for various Applicable Laws related to Mandatory Recycling and Organics, including but not limited to SB 1383. . One (1) time annually June 9, 2020 Item #10 Page 212 of 286 Public Education and Outreach | Multi-Family Education and Outreach Activities - EXAMPLE All printed materials also to be posted to the Company’s website. Description Purpose Distribution/Frequency New Programs Mailing Produce and Distribute a City-produced initial mailing to all Multi-Family Dwelling Units within City explaining the program changes in the new Agreement; changes from the existing Collection programs to new programs; new regulatory requirements, including SB 1383; and, the effective date of the change. One (1) time at beginning of the Agreement (45-60 days prior to Commencement Date) via direct mail to each Multi- Family Dwelling Units in City. Recycling Guide Produce and Distribute a City-produced “Recycling Guide” specific to Multi- Family Customers, and updated versions of the guide as needed. This guide shall include information such as Collection methodologies, set out instructions, contact information, and acceptability and necessary preparation of materials for all Multi-Family programs described in Exhibit B2. A section of the guide will specifically address proper methods of handling and Disposal of Hazardous Wastes. One (1) time at beginning of the Agreement (20-30 days prior to Commencement Date) and as needed via direct mail to each Multi-Family Dwelling Units in City. June 9, 2020 Item #10 Page 213 of 286 Description Purpose Distribution/Frequency Technical Assistance: Diversion Opportunity Assessments Offer Diversion opportunity assessments at least one (1) time annually to each and every Multi-Family Customer to meet with the property manager or owner of Multi-Family Premises to promote Recyclable and Organic Materials Collection and replenish Move-in Kits as needed by each Multi-Family Premises. Additionally, upon City or Customer request, Contractor shall perform complete walk-throughs of each facility/complex and discuss the internal and external layout with Manager; identify areas of generation, collection, noting areas for improved infrastructure, placement, or educational materials. Contractor shall also identify major components of the waste stream by location and identify special wastes or sourced separated materials potentials. Contractor shall then make recommendations for waste reduction, contamination prevention, and service level or frequency modification. Finally, Contractor shall coordinate with customer service and operations to implement service level changes, as needed. Further, Contractor shall prepare and submit reports to City that documents Customers targeted monthly, the existing service levels, recommendations made, and the outcome of technical assistance provided. Offer in-person meetings to each and every Multi-Family Customer conducted one (1) time per year, plus follow-up meetings with individual Customers, as needed. Move-In Kits Produce and Distribute Move-in Kits for property managers and owners of Multi-Family Premises to provide new tenants. Move-in Kits shall include, at a minimum, a Multi-Family Recycling guide, an In-Home Recycling Container, and stickers or refrigerator-magnets that clearly define the accepted and prohibited materials in the Recycling program. Distributed during technical assistance diversion opportunity assessments. Workshops Offer and respond to requests for on-site meetings and workshops. Contractor shall conduct workshops for Customers (when requested) that will show property managers and residents, in a hands-on interactive format, how to use the Recycling and Organics program and will provide resources for additional information and support. At Customer’s request. June 9, 2020 Item #10 Page 214 of 286 Description Purpose Distribution/Frequency “How-to” Guide: Electronic, Universal and Excluded Waste Produce and Distribute a City designed “how-to” guide on proper Recycling, handling and Disposal of Household Hazardous Waste, E-Waste, and U-Waste directly to tenants of Multi-Family Premises. Contractor may arrange for distribution to each Dwelling Unit a flyer, door hanger, or other public education piece by coordinating with the Owner or property manager of the Premises. One (1) time per year via direct mail or door-to-door. Christmas Tree Collection Notification Produce and Distribute a City-designed written notification to each Multi-Family property manager/owner advertising the availability of holiday tree Collection services. The notification shall inform managers of the schedule, accepted and prohibited materials, Collection method options, and set-out requirements for the program. The notification shall include the Contractor contact information for Multi-Family Customers to contact to discuss schedule and designated Collection location. The format and content of the notification shall be approved by the City Contract Manager. At least fourteen (14) calendar days prior to event via direct mail, e-mail, or in-person. Website Contractor shall prepare a “Multi-Family Customer” section of its website where it will present “how-to” information for participating in Contractor- provided programs including proper Container set-outs, and provide Multi- Family Customers with links to click on for additional resources. All other Multi- Family educational materials specified in this Exhibit shall be posted on this section of Contractor’s website in PDF and/or video format. The website shall also publish the current Rates charged to Multi-Family Customers within the City. The website shall also provide property managers of Multi-Family Premises with an opportunity to request “Diversion opportunity assessments”, additional Move-in Kits, or additional education materials to provide to tenants. At least thirty (30) calendar days prior to Commencement Date. Updated no less than quarterly. Mandatory Recycling and Organics Outreach Activities Contractor shall disseminate outreach materials containing information to assist City with outreach compliance for various Applicable Laws related to Mandatory Recycling and Organics, including but not limited to AB 341, AB 1826, and SB 1383. . One (1) time annually June 9, 2020 Item #10 Page 215 of 286 Description Purpose Distribution/Frequency Educational Materials for Employees/Tenants Contractor shall provide Commercial and Multi-Family property managers/owners with City-produced public education materials, required by SB 1383, for their distribution to all employees, contractors, tenants, and Customers of the property or business. The public education materials shall include, at a minimum, information about Organic Waste recovery requirements and proper sorting of Discarded Materials. Multi-Family property managers/owners may request these materials more frequently if needed to comply with the SB 1383 requirement to provide information to new tenants before or within 14 days of occupancy. One (1) time annually; or more frequently upon Customer request. June 9, 2020 Item #10 Page 216 of 286 Public Education and Outreach | Commercial Education and Outreach Activities - EXAMPLE All printed materials also to be posted to the Company’s website. Description Purpose Distribution/Frequency New Programs Mailing Prepare and distribute an initial mailing to all Commercial Customers within the City explaining the program changes in the new Agreement; changes from the existing Collection programs to new programs; and, the effective date of the change. One (1) time at beginning of the Agreement (45-60 days prior to Commencement Date) via direct mail. Recycling Guide Contractor shall produce a “Recycling guide” specific to Commercial Customers and update the guide as needed. This guide shall include information on Collection methodologies, set out instructions, contact information, and acceptability and necessary preparation of materials for all Commercial programs described in Exhibit B3. A section of the guide will specifically address proper methods of handling and Disposal of Hazardous Wastes. One (1) time at beginning of the Agreement (20-30 days prior to Commencement Date) and as needed via direct mail. Distributed during Diversion opportunity assessments. “How-to” Flyer: Recyclable Materials Prepare and distribute a “how-to” brochure explaining the Recycling Materials Collection programs for each general business type (restaurants, office/Commercial buildings, strip malls, and large Commercial businesses). One (1) time at beginning of the Agreement (20-30 days prior to contract start date) via direct mail. Distributed during Diversion opportunity assessments. “How-to” Flyer: Organic Materials Prepare and distribute a flyer describing the Organic Materials Collection services available and how to prepare Organic Materials for Collection for each general business type (restaurants, office/Commercial buildings, strip malls, and large Commercial businesses). One (1) time at beginning of the Agreement (20-30 days prior to contract start date) via direct mail. Distributed during Diversion opportunity assessments. June 9, 2020 Item #10 Page 217 of 286 Description Purpose Distribution/Frequency Technical Assistance: Diversion Opportunity Waste Assessments Offer Diversion opportunity assessments at least one (1) time annually to each and every Commercial Customer to promote Recyclable and Organic Materials Collection and replenish Recycling guides and Recycling and Organics posters as needed by each Customer. Additionally, Contractor shall perform complete walk-throughs of each facility/complex and discuss the internal and external layout with Manager; identify areas of generation, Collection, noting areas for improved infrastructure, placement, or educational materials. Contractor shall also identify major components of the waste stream by location and identify special wastes or sourced separated materials potentials. Contractor shall then make recommendations for waste reduction, contamination prevention, and service level or frequency modification. Finally, Contractor shall coordinate with customer service and operations to implement service level changes, as needed. Further, Contractor shall prepare and submit reports to City documenting Customers targeted quarterly, the existing service levels, recommendations made, and the outcome of technical assistance provided. Offer one (1) time annually during in-person meetings with each and every Commercial Customer, plus follow-up meetings with individual Customers, as required. Recycling and Organics Posters Produce and distribute (during Diversion opportunity assessments) laminated Recycling and Organics posters that provide graphic illustrations of acceptable and prohibited materials within each program. Distributed during Diversion opportunity assessments. Quarterly Bill Inserts Prepare and distribute quarterly bill inserts that creatively inform Commercial Customers about such topics as: cost savings available from source reduction, reuse, and Recycling; tips for overcoming common operational challenges businesses have with Recycling and Organics programs; the environmental benefits of buying Recycled-content products and statistics, trends, and facts about programs performed under this Agreement (i.e. Collected, Tonnage, year over year increase/decrease, markets for material Collected, what each material is Recycled into) as appropriate. Contractor’s annual public education plan shall define a theme for each quarterly insert. One (1) time per quarter via direct mail to each Commercial Customer in City. {Note to Proposers: City recognizes that billing is monthly, however billing inserts will be quarterly} June 9, 2020 Item #10 Page 218 of 286 Description Purpose Distribution/Frequency Program Announcements On each bill, Contractor shall include a brief statement to Commercial Customers providing service-related announcements such as messages about new services, the on-call clean-up and Bulky Item pick-up services, proper handling of Household Hazardous Waste, etc. Included in Customer bill. Corrective Action Notices Produce a Commercial and Multi-Family Customer oriented corrective action notice for use in instances where the Customer includes prohibited materials in a Container or fails to properly prepare or set-out Containers. As needed. Mandatory Recycling and Organics Outreach Activities Contractor shall disseminate outreach materials related to the mandatory nature of Recyclable Materials and Organic Materials Collection services, upon request from City Contract Manager. Such outreach shall be designed to assist the City in complying with the outreach requirements of various Applicable Laws related to the mandatory provision of Recyclable Materials and Organic Materials Collection and Diversion services. One (1) time annually Educational Materials for Employees/Tenants Contractor shall provide Commercial and Multi-Family property managers/owners with City-produced public education materials, required by SB 1383, for their distribution to all employees, contractors, tenants, and Customers of the property or business. The public education materials shall include, at a minimum, information about Organic Waste recovery requirements and proper sorting of Discarded Materials. Commercial Customers may request these materials more frequently if needed to comply with the SB 1383 requirement to provide information to new tenants before or within 14 days of occupancy. One (1) time annually; or more frequently upon Customer request. June 9, 2020 Item #10 Page 219 of 286 Description Purpose Distribution/Frequency Commercial Edible Food Generator Education Contractor shall provide Customers that are Commercial Edible Food Generators with the following: 1. Information about the City’s Edible Food Recovery program; 2. Information about the Commercial Edible Food Generator requirements under 14 CCR, Division 7, Chapter 12, Article 10; 3. Information about Food Recovery Organizations and Food Recovery Services operating within the City, and where a list of those Food Recovery Organizations and Food Recovery Services can be found; and, 4. Information about actions that Commercial Edible Food Generators can take to prevent the creation of Food Waste One (1) time annually June 9, 2020 Item #10 Page 220 of 286 Public Education and Outreach | Schools - EXAMPLE All printed materials also to be posted to the Company’s website as well as links to teacher resources. Description Purpose Distribution/Frequency Educational Materials Contractor shall produce and distribute educational materials designed by the City that are geared towards younger audiences, such as educational videos, activity books, and recycling posters. Contractor shall provide schools with copies of the video upon request for classroom use. The video shall be made accessible through City portions of the Contractor website. Upon request. Technical Assistance: Diversion Opportunity Assessment Offer on-going technical assistance to schools subscribing to Contractor’s services, including performing annual waste assessments, calculating Diversion rates, and communicating the results to the City to improve existing school Recycling and Organics programs. The annual waste assessments shall include a specific assessment of Food Waste generated on the school premises; potential for source reduction and diversion of Food Waste; and identification of Food Recovery education and programs that may be established, both internally (e.g., lunch share tables) and externally (e.g., partnerships with local Food Recovery Organizations and Services). Offered to schools Upon Request. Presentation Present curriculum to teach children how to Recycle, Compost, and reduce waste at school and at home. At City Request. Facility Tours Promote, coordinate, and conduct educational field trips to the Approved Facilities. At City Request. Note: Contractor shall perform these education and outreach services to all schools, public and private, within the City without respect to the Contractor’s status as the service provider for a given school or school district. June 9, 2020 Item #10 Page 221 of 286 Public Education and Outreach | Special Events All printed materials also to be posted to the Company’s website as well as links to teacher resources. Description Purpose Distribution/Frequency Event Exhibit Contractor shall staff an exhibit booth and distribute promotional and educational materials at special events. Contractor shall provide visual displays, copies of educational materials (including all guides, flyers, and brochures produced for this Agreement), and Recycling education activities appropriate to a variety of age groups. Display components will be professionally designed and created and shall be scalable to be appropriate for a variety of booth or display configurations. Materials will include those pertaining to the programs provided under this Agreement as well as general information on “green” and/or sustainable behaviors. All special events listed in Exhibit B7 of this Agreement. Other events at Customer request. June 9, 2020 Item #10 Page 222 of 286 EXHIBIT D: REPORTING REQUIREMENTS June 9, 2020 Item #10 Page 223 of 286 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: 1. Determine and set Rates and evaluate the financial efficacy of operations. 2. Evaluate past and expected progress towards achieving the Contractor’s Diversion goals and objectives. 3. Provide concise and comprehensive program information and metrics for use in fulfilling reporting requirements under Applicable Law. 4. Determine needs for adjustment to programs. 5. Evaluate Customer service and Complaints. 6. Determine Customer compliance with AB 341, AB 1826, SB 1383, and any subsequent State- mandated Recycling requirements. 1. Monthly Report Content Monthly reports shall be submitted by Contractor to the 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. Tonnage delivered to each Approved Facility by Customer Type, subtotaling and clearly identifying those Tons that are Diverted and those that are Disposed. 2. Units of Used Oil, Used Oil Filters, E-Waste, U-Waste, and Bulky Items Collected by Customer Type. 3. Solid Waste Tonnage Disposed. 4. Recyclable Materials Tonnage Marketed (by commodity and including average commodity value for each) and Processing Residue Tonnage Disposed. 5. Bulky Items and Reusable Materials Tonnage Marketed and Tonnage Disposed from non- Divertible materials and Processing Residue. 6. Monthly Diversion rate by Customer Type and in aggregate for all Customer Types under this Agreement. B. Diversion Report Contractor shall report the Diversion level for each month and the cumulative year-to-date Diversion Level, where Diversion level shall be calculated as: (Discarded Materials Collected – Solid Waste Collected – Processing Residue Disposed) / Discarded Materials Collected. June 9, 2020 Item #10 Page 224 of 286 C. Revenue Report Provide a statement detailing Gross Receipts from all operations conducted or permitted pursuant to this Agreement as required by Section 7.8. Provide a list of Customers that are forty five (45) or more calendar days past due and include the following information for each delinquent account: name; service address; contact information; number of days the account is delinquent; and method(s) the Contractor has used to attempt collection of the bad debt including date of such attempt(s). C. Customer Subscription and Collection Report 1. A summary of Customer subscription data, including the number of accounts; the number of Customers subscribing to each Service Level listed separately by Customer Type and Discarded Material type. 2. Number of Containers at each Service Level by Customer Type and program. Summarizing 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. Report should calculate the average volume of service received per: Single-Family Dwelling Unit (separately identifying Dwelling Units in a duplex, triplex, or fourplex); Multi-Family Dwelling Unit; and, Commercial Customer. 3. List of all Commercial and Multi-Family Customers with Solid Waste Service. Such list shall include each such Customer’s service address and subscribed Solid Waste, Recyclable Materials, and Organic Materials Service Levels, and other information as required by Section 5.12 of the Agreement. The list should include all information in one line for each Customer illustrating the Service Level for each Material Type and the total Service Level for all Material Types the Customer has subscribed to. 4. Number of Bulky Item/Reusable Materials Collection events by Customer Type. 5. Number of Customers subscribing to each City approved service exemption by Customer Type; including the total number of de minimis waivers, physical space constraint waivers, and Collection frequency waivers granted in the month in accordance with Section 4.11, including the Customer name and address for each waiver 6. The number of waivers reviewed and number of reverification inspections performed by the Contractor pursuant to Section 4.11.2 of this Agreement in the month, if any, including a copy of documentation for each waiver review and reverification inspection. 7. List of commercial generators with decreased service levels, cancellation of service, and new service. D. City Services Report 1. City facility Diversion rate report (i.e. volume of service by Service Type received by each City Facility and the percentage of the total Service Levels that are for Diversion services relative to the total). June 9, 2020 Item #10 Page 225 of 286 2. Summary report on the programs offered to City as described in Exhibit B6 focused on when each service was provided and any issues/concerns identified. E. Customer Service Report 1. Number of Customer calls listed separately by Complaints and inquiries (where inquiries include requests for Recycling information, Rate information, etc.). For Complaints, list the number of calls separately by category (e.g., missed pickups, scheduled cleanups, billing concerns, damage claims, etc.). These complaints and inquiries shall be documented and reported separately from SB 1383 noncompliance complaints or other regulatory noncompliance complaints. 2. Number of missed or incomplete Collections reported in total, and per one thousand (1,000) Service Opportunities in the City, presented in a graph format, which compares total missed Collections in the City to total missed Collections in the other agencies served by Contractor’s {General Manager/Regional Manager}. 3. Number of missed or incomplete Collections reported in total, and per one thousand (1,000) Service Opportunities in the City, presented in a graph format, which compares total missed Collections in the City during the current report period to total missed Collections in the City in past reporting periods. 4. Number of new service requests for each Customer Type and program. 5. Number of events of Discarded Materials being tagged for non-Collection summarized by the reason for tagging (e.g., inclusion of non-Recyclable or non-Compostable materials, improper set- out, Hazardous Waste, etc.). {Note to Proposers: This definition may be revised as needed to reflect Contractor’s proposed approach to non-Collection noticing.} 6. Number of Courtesy Collections summarized by the reason for leaving a Courtesy Notice (e.g., inclusion of non-Recyclable or non-Compostable materials, improper set-out, Hazardous Waste, etc.). 7. List of Customers for which Contractor has performed a Courtesy Collection, including the Customer address, and material type for which the Courtesy Collection was performed. 8. Number of hits and unique visitors to the Contractor’s website. 9. Instances and amounts of Missed Collection Rebates, and Late Container Delivery Rebates paid in accordance with Section 5.13 of the Agreement. 10. Record of SB 1383 non-compliance complaints received, including the following information: a. Total number of complaints received and total number of complaints investigated. b. Copies of documentation recorded for each complaint received, which shall at a minimum include the following information: (i) The complaint as received; (ii) The name and contact information of the complainant, if the complaint is not submitted anonymously; (iii) The identity of the alleged violator, if known; (iv) A description of the alleged violation; including location(s) and all other relevant facts known to the complainant; (v) Any June 9, 2020 Item #10 Page 226 of 286 relevant photographic or documentary evidence submitted to support the allegations in the complaint; and, (vi)The identity of any witnesses, if known. c. Copies of all complaint reports submitted to the City, pursuant to Section 6.10.A of this Agreement. d. Documentation of any follow-up inspections and/or outreach, if any, conducted upon City request pursuant to Section 4.9.4 of this Agreement, which shall include at a minimum: (i) The date the Contractor investigated the complaint; (ii) documentation of the findings of the investigation; and (iii) Any photographic or other evidence collected during the investigation. F. Education and Outreach 1. Status report of Contractor’s actual activities completed and budget expended compared to the annual public education plan and budget. For each completed item, document the results including what date the activity was performed, how many Customers were targeted or participated, and what methods were used to accomplish the task, if different from the plan. 2. A copy of all education and outreach materials provided to Generators, or otherwise used for education and outreach efforts in accordance with Section 6.3 of the Agreement, including, but not limited to: flyers, brochures, newsletters, invoice messaging/billing inserts, and website and social media postings. 3. A record of the date and to whom the information was disseminated, or direct contact made, in the form of a list that includes: the Generator’s name or account name, the type of education or outreach received; the distribution date, and the method of distribution. 4. For any mass distribution through mailings or bill inserts, provide a record of the date, a copy of the information distributed, and the type and number of accounts that received the information. 5. A copy of all electronic media, including the dates posted or sent of: social media posts, e-mail communications, or other electronic messages. A summary report shall be provided for electronic marketing that itemizes each communication and reports performance metrics for each that are relevant to that type of communication (e.g. open and click-through rates for email marketing, engagement numbers for social media, etc.). 6. Summary of the results of the Diversion opportunity assessments provided to Customers (reporting Multi-Family separate from Commercial) by identifying the number of Diversion opportunity assessments conducted each month in the most-recently completed quarter, and contact information including address, contact names, telephone number of Persons contacted, number of Dwelling Units (for Multi-Family), and the Recyclable Materials, Organic Materials, and Solid Waste Service Level for each complex. Include any Service Level changes resulting from such visits. 7. Summary of the public education materials and activities provided to schools in the month, if any; including results from Diversion opportunity assessments as described in Exhibit C. June 9, 2020 Item #10 Page 227 of 286 8. Dates, times, and group or event names of any site visits, meetings, and events attended in the month. G. Contamination Monitoring Report 1. The number of Route reviews conducted pursuant to Section 4.12 of this Agreement. 2. Description of the Contractor’s process for determining the level of contamination or bin overfilling during Route reviews. Contractor shall document the contamination and/or overfilling through use of film or digital photography 3. A record of each inspection and contamination fee assessed, which shall include, at a minimum: a. Name and address of the Customer; c. The date the contaminated Container was observed; d. The staff who conducted the inspection; e. The total number of violations found and a description of what action was taken for each; f. Copies of all notices to Customers with Prohibited Container Contaminants; and, g. Photographic documentation. 4. Documentation of the total number of Containers Disposed of due to observation of Prohibited Container Contaminants; 5. Summary report of courtesy pick-up notices, non-Collection notices, and/or contamination Processing fee assessment notices issued, which for each notice shall include the date of issuance, Customer name, and service address. 6. A list of all Customers assessed contamination processing fees, pursuant to Section 4.12 of this Agreement, reported separately by Customer Type, and including the Customer name, Customer address, and reason for the assessment of the contamination processing fee; the total number of instances contamination processing fees were assessed in the month; and, the total amount of fees collected in the month. 7. Results of the waste characterization studies conducted pursuant to Section 4.12.2 of this Agreement. 8. Any other information reasonably requested by the City or specified in contamination monitoring provisions of this Agreement. H. Pilot and New Programs Report For each pilot and/or new program, provide activity related and narrative reports on goals, milestones, and accomplishments. Describe problems encountered, actions taken and any recommendations to facilitate progress. Describe vehicles, personnel, and equipment utilized for each program. June 9, 2020 Item #10 Page 228 of 286 2. Annual Report Content The annual report shall be the final monthly report, including annual totals, summary pages, and a compilation of any materials required by the monthly reports, plus the following additional information. A. Summary Assessment Provide a summary assessment of the programs performed under this Agreement from Contractor's perspective relative to the financial and physical status of the program. The physical status assessment shall reflect how well the program is operating in terms of efficiency, economy, and effectiveness in meeting all the goals and objectives of this Agreement, particularly the Contractor’s Diversion goals. Provide recommendations and plans to improve, and highlight significant accomplishments and problems. Results shall be compared to other similar size communities served by the Contactor in the State. B. Collection and Processing Report 1. The total Tonnage amount of Discarded Materials, listed separately by Discarded Material type, removed from homeless encampments and illegal disposal sites as part of an abatement activity, listing each Collection event separately by date, location, and Tonnage Collected, pursuant to Section 6.8.E of the Agreement. 2. A record of all compliance agreements for quarantined Organic Waste that are 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, pursuant to Section 6.8.F of the Agreement. 3. Written notification that the Approved Organic Waste Processing Facility(ies) has and will continue to have the capabilities to Process and recover the Compostable Plastics, in accordance with Section 4.2.C.2 of the Agreement. C. Education and Outreach Report 1. 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. 2. The annual public education plan required by Section 6.3 of the Agreement for the upcoming then-current calendar year. For example, Contractor submittal of a 2021 annual report in February 2022 shall include Contractor submittal of the annual public education plan for calendar year 2022 D. Commercial Edible Food Generator Report 1. Commercial Customer list including contact information requested by the City Contract Manager and designation of each Commercial Customer as either “Tier 1”, “Tier 2”, or “Non-Covered” Edible Food Generator. B. Vehicle Inventory June 9, 2020 Item #10 Page 229 of 286 1. A list of all vehicles used in performing services under this Agreement including the license plate number, VIN, make, model, model year, purchase date, engine overhaul/rebuild date (if applicable), and mileage at December 31. 2. The total amount of 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. 3. The name, physical location, and contact information of each entity, operation, or facility from whom the Contractor procured RNG for Collection Vehicles. C. Recyclables and Organics Markets Contractor shall provide a report describing its marketing of Recyclable Materials. The marketing report shall include: 1) quantities of each Accepted Recyclable Material marketed during the prior year; 2) actual prior year and estimated coming year per unit or per ton market values for each; and, 3) brokers, markets, and end uses for each. D. AB 341 and AB 1826 Compliance Provide a listing of Commercial Customers subscribing to four (4) or more cubic yards of Solid Waste service per week who do not currently subscribe to Recyclable Materials Collection service from Contractor, and a listing of Commercial Customers subscribing to four (4) or more cubic yards of Solid Waste service per week who do not currently subscribe to Organic Materials Collection service from Contractor. 3. Additional Reports A. 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) Business Days upon receipt of the request or within a timeframe determined by the City Contract Manager, which shall not to exceed ten (10) days. B. AB 901 Reporting. At the City’s option, City may require that Contractor provide the City copies of Contractor’s AB 901 reports on a regular basis (such as monthly, quarterly, or annually) or within ten (10) business days of the request. C. 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, such as the use of a web-based software platform. June 9, 2020 Item #10 Page 230 of 286 This page intentionally left blank June 9, 2020 Item #10 Page 231 of 286 EXHIBIT E: RATE ADJUSTMENT METHODOLOGY June 9, 2020 Item #10 Page 232 of 286 1. GENERAL Subject to the terms herein, the City shall adjust all Rates on an annual basis. Contractor shall submit its application for a Rate adjustment to the City Contract Manager on or before October 1 of each Rate Period where Rates shall be adjusted using the index-based methodology described in Exhibit E1. Contractor shall submit its application on or before August 1 for any Rate Period where Rates shall be adjusted using the cost-based methodology described in Exhibit E2. Contractor’s Rate application shall document all calculations and include all supporting schedules, documentation of per-Ton charges for Approved Facilities, documentation of changes in governmental fees at Approved Facilities (if applicable), and any other documentation or evidence determined by the City Contract Manager to be reasonably necessary to ensure that the calculation of Rate adjustments has been performed in strict conformance to the requirements of this Exhibit E. The City Council shall make a good faith effort to approve Rates by December 1 of each year, and such Rates shall be effective on each subsequent January 1. If Rates are not effective by January 1 due to a delay caused solely by City, City shall allow Contractor to retroactively bill Customers for the amount of the Rate increase for any period of said delay that is solely caused by City (subject to the City’s approval of how the retroactive adjustment is billed) or the City may compensate the Contractor for lost Gross Rate Revenues. In the case of a delayed Rate adjustment, the Contractor may bill the Customer during the next billing cycle to recoup the deferred Rate increase. If Rates are not effective by July 1 as a result of Contractor’s delay in submitting the Rate application in a complete and accurate form, then prior Rates remain in effect until such adjustment is made and Contractor shall not be entitled to a retroactive adjustment for lost Gross Rate Revenues. 2. DEFINITIONS Certain terms which are specific to this Exhibit (including Exhibits E1 and E2) are defined below: A. “Annual Percentage Change” means the annual percentage change in any of the indices defined above calculated as described in the following paragraph. The Annual Percentage Change for a cost index shall be calculated as the Average Index Value for the most recently available 12-month period of the then-current Rate Period minus the Average Index Value for the corresponding 12-month period of the most-recently completed Rate Period and the result of which shall be divided by the Average Index Value for the same 12-month period of the most recently completed Rate Period. For example, if the Contractor is calculating the Total Calculated Costs in July 2021 to be effective for Rate Period Three (January 2022 through December 2022), the Annual Percentage Change for the CPI-U would be calculated as follows: June 9, 2020 Item #10 Page 233 of 286 [ (Average CPI-U for March 2020 through February 2021) minus (Average CPI-U for March 2019 through February 2020) ] divided by (Average CPI- U for March 2019 through February 2020) The calculated Annual Percentage Change shall be carried to three places to the right of the decimal and rounded to the nearest thousandths. B. “Average Index Value” means the sum of the monthly index values during the most recently available 12-month period divided by 12 (in the case of indices published monthly) or the sum of the bi-monthly index values divided by 6 (in the case of indices published bi-monthly). C. “CPI-U” means the Consumer Price Index, All Urban Consumers, all items, not seasonally adjusted San Diego Metropolitan Area compiled and published by the U.S. Department of Labor, Bureau of Labor Statistics. D. “Disposal Cost” means the cost of Disposing of Solid Waste at the Designated Disposal Facility where the per-ton tipping fee (cost) is specified by the City. E. “ECI” means the Employment Cost Index, Total Compensation, Private Industry, Service-Providing Industries, seasonally adjusted, compiled and published by the U.S. Department of Labor, Bureau of Labor Statistics. F. “Fuel Index” means the per-term price for Core Natural Gas Service for Compression on Customer’s Premises, Schedule G-NGV1, compiled and published by the Pacific Gas and Electric Company Analysis and Rate Department and reported monthly in its “Gas RateFinder” publication (http://www.pge.com/tariffs/GRF.SHTML). The January 2018 Fuel Index is $0.70874 per therm, which reflects the sum of the customer charge, procurement charge, transportation charge, and public purpose program (PPP) charge for natural gas service for compression on customer’s premises as reported by Pacific Gas and Electric Company. {Note to proposer: we recognize that this is a Northern California index and welcome recommendation for a replacement index.} G. “Motor Vehicle Maintenance and Repair Index” or “MVI” means the Consumer Price Index, All Urban Consumers, Motor Vehicle Maintenance and Repair, not seasonally adjusted U.S. city average, compiled and published by the U.S. Department of Labor, Bureau of Labor Statistics. H. “Recyclables Rebate Index” means {Note to proposer: The City requests your proposal for a calculation methodology that uses publicly-available or third-party indices (OBM, RecyclingMarkets.net, etc) and recycling characterization data, specific to the City, to develop an index to track the value of recyclable materials during the term of the Agreement}. I. “Total Calculated Costs” means the total amount to be used as a basis for determining the Rate Adjustment Factor. The Total Calculated Costs do not reflect or in any way guarantee the Gross Rate Revenues that are to be generated by Rates or retained by the Contractor. Note that for determining Rates for Rate Period Two, the total Proposed costs for Rate Period One (January 1, 2020 to December 31, 2020) shall be used for the calculations. June 9, 2020 Item #10 Page 234 of 286 Table 1 provides additional information about the four indices defined above. TABLE 1* CPI-U Fuel Index Motor Vehicle Maintenance and Repair Description Consumer Price Index - All Urban Consumers Core Natural Gas for Compression at Customer’s Premises for Motor Vehicles Consumer Price Index – All Urban Consumers, Motor Vehicle Maintenance and Repair Series ID G-NGV1 CUUR0000SETD Adjusted Not seasonally adjusted N/A Not seasonally adjusted Area San Diego N/A U.S. City average Item All items N/A Motor vehicle maintenance and repair Base Period 1967=100 N/A 1982-84=100 Periodicity Bi-monthly Monthly Monthly * All indices published by the U.S. Bureau of Labor Statistics with the exception of the Fuel Index, which is published by Pacific Gas and Electric Company Analysis and Rate Department. 3. COST OF RATE ADJUSTMENT PROCESS The City may incur costs, including consulting and legal fees, when determining adjustments to the Rates in accordance with this Exhibit and may require the Contractor to pay for such costs within sixty (60) calendar days of receipt of the City’s invoice for such costs. The Contractor may recover such costs through the Rates by treating the costs as an allowable Pass-Through Cost. Regardless of Contractor’s payment of costs associated with said review, the City shall retain full and unimpeded discretion in selection of its agents to ensure, at a minimum, that no conflict of interest arises in the review of Contractor’s request. The City retains the right to select its agents on the basis of their qualifications and experience and without regard to cost. June 9, 2020 Item #10 Page 235 of 286 This page intentionally left blank June 9, 2020 Item #10 Page 236 of 286 EXHIBIT E1: MULTI-INDEX RATE ADJUSTMENT METHODOLOGY June 9, 2020 Item #10 Page 237 of 286 1. GENERAL The purpose of this attachment is to describe and illustrate the method by which the City will calculate the annual adjustment to Rates to reflect changes in various cost indices and changes to Processing and Disposal Costs based on Tonnages of materials Collected and changes in tipping fees. This index-based adjustment process shall be used to determine Rates for all Rate Periods beginning with Rate Period Two (July 1, 2023 through June 30, 2024) with the exception that in place of the index adjustment to set Rates, the methodology described in Exhibit E2 shall be used in Rate Periods Four and Eight, subject to the provisions of Section 8.2 of the Agreement. The index-based adjustment involves application of indices to various costs that comprise the Total Proposed Annual Costs for Rate Period One (and to Total Calculated Costs for future Rate Periods) to determine the Total Calculated Costs for the coming Rate Period. In addition, Processing and Disposal costs shall be adjusted to reflect actual Tonnage Collected during the most-recently completed Rate Period. The difference (measured as a percentage) between the Total Calculated Costs for the coming Rate Period and the Total Calculated Costs for the then-current Rate Period is the Rate Adjustment Factor. The Rate Adjustment Factor is applied to the current Rates to determine the Rates for the coming Rate Period. The Rate Adjustment Factor calculated pursuant to this Exhibit E1 may not exceed five percent (5%). In the event that the calculation results in a calculated increase exceeding five percent (5%), Contractor may elect to either: i) accept a Customer Rate increase of no more than five percent (5%); or, ii) require that a cost- based Rate adjustment be performed under the procedures described in Exhibit E2. In the event that Contractor requires a cost-based rate adjustment, Contractor shall pay City’s costs of the cost-based rate adjustment review. In the event that the index-based adjustment as calculated by this Exhibit E1 results in a negative Rate Adjustment Factor, the City reserves the right to “roll-under” the Rate reduction, such that there is no Rate adjustment in the Rate Period for which the negative Rate Adjustment Factor was calculated, but the calculated Rate reduction may be deferred to the following Rate Period, as a credit against future Rate increases. 2. ADJUSTMENT OF TOTAL CALCULATED COSTS The cost categories of the main components of Total Calculated Costs are presented in detail in Exhibit G2. Adjustments to these components to calculate costs for the coming Rate Period shall be calculated as follows: June 9, 2020 Item #10 Page 238 of 286 A. Total Annual Cost of Operations 1. Labor-Related Costs. The Labor-Related Costs component of Total Calculated Costs for the then- current Rate Period is multiplied by one plus the Annual Percentage Change in the ECI. For example, in Rate Period Two when calculating the Labor-Related Costs for Rate Period Three, the Labor-Related Costs of Rate Period Two shall be multiplied by one plus the Annual Percentage change in the ECI. 2. Vehicle-Related Costs (excluding Fuel). The Vehicle-Related Costs component of Total Calculated Costs for the then-current Rate Period is multiplied by one plus the Annual Percentage Change in the Motor Vehicle Maintenance and Repair Index. 3. Fuel Costs. The Fuel Cost component of Total Calculated Costs for the then-current Rate Period is multiplied by one plus the Annual Percentage Change in the Fuel Index. 4. Other Costs. The Other Costs component of the Total Calculated Costs for the then-current Rate Period is multiplied by one plus the Annual Percentage Change in the CPI-U. 5. Direct Depreciation. Direct Depreciation is $___________ per year for Rate Periods Two through Ten, and is not annually adjusted. This adjusted depreciation amount shall remain fixed for Rate Periods Two through Ten. If the Agreement is extended beyond Rate Period Ten, direct depreciation shall be zero in any subsequent Rate Periods unless Parties mutually agree to a different amount. {Note to Proposer: Amount of direct depreciation shall be entered during contract negotiations to reflect the final scope of services, which may include some or all of the alternative services.} 6. Allocated Costs (Labor, Vehicle, Fuel, and Other Costs). The Allocated Costs (Labor, Vehicle, Fuel, and Other Costs) component for the then-current Rate Period is multiplied by one plus the Annual Percentage Change in the CPI-U. 7. Allocated Depreciation and Start-Up Costs. The Allocated Depreciation and Start-Up Costs shall be $___________ per year for Rate Period Two through Ten, and are not annually adjusted. These costs shall be zero for all subsequent Rate Periods unless Parties mutually agree to a different amount. {Note to Proposer: Amount of allocated direct depreciation and start-up costs shall be entered during contract negotiations to reflect the final scope of services, which may include some or all of the alternative services.} 8. Total Annual Cost of Operations. The Total Annual Cost of Operations for the coming Rate Period equals the sum of the costs calculated in subsections (1) through (7) above. B. Profit Profit for the coming Rate Period shall be calculated by dividing the Total Annual Cost of Operations for the coming Rate Period (the value calculated in Section 2.A.8 above) by an operating ratio (___) and subtracting June 9, 2020 Item #10 Page 239 of 286 from the result the Total Annual Cost of Operations for the coming year. {Note to Proposer: Insert the operating ratio.} Profit = Total Annual Cost of Operations ___for Coming Rate Period___ Operating Ratio − Total Annual Cost of Operations for Coming Rate Period C. Pass-Through Costs (Excluded from the Calculation of Profit) 1. Recyclable Materials Processing Costs. The Recyclable Materials Processing Costs shall be calculated as follows: Recyclable Materials Processing Cost = [(Per-Ton Recyclable Materials Processing Cost for the then- current Rate Period - All regulatory fees identified on Form 7 of Exhibit G2, (Contractor’s Proposal) and included in the then-current per-Ton cost) x (1 + Annual Percentage Change in the CPI-U) + (Then-current per-Ton regulatory fees)] x (Total Tons of Recyclable Materials Collected for the most-recently completed 12-month period). In the establishment of Rates for Rate Period 2, due to the lack of tonnage data for a 12-month period, the tonnage of Recyclable Materials included in Contractor’s Proposal shall be used in place of the Total Tons of Recyclable Materials Collected for the most-recently completed 12-month period. 2. Recyclable Materials Processing Rebate. The Recyclable Materials Processing Rebate shall be calculated as follows: Recyclable Materials Processing Rebate = [(Per-Ton Recyclable Materials Processing Rebate for the then-current Rate Period) x (1 + Annual Percentage Change in the Recyclables Rebate Index)] x (Total Tons of Recyclable Materials Collected for the most-recently completed 12-month period). (Note: this value should be reflected as a negative number) In the establishment of Rates for Rate Period 2, due to the lack of tonnage data for a 12-month period, the tonnage of Recyclable Materials included in Contractor’s Proposal shall be used in place of the Total Tons of Recyclable Materials Collected for the most-recently completed 12-month period. 3. Organic Materials Processing Costs. The Organic Materials Processing Costs shall be calculated as follows: Organic Materials Processing Costs = Per-Ton Residential Organic Materials Processing fee at the Designated Residential Organic Materials Processing Facility for the coming Rate Period x Total Tons of Residential Organic Materials Collected for the most-recently completed 12-month period. June 9, 2020 Item #10 Page 240 of 286 In the establishment of Rates for Rate Period 2, due to the lack of tonnage data for a 12-month period, the tonnage of Organic Materials included in Contractor’s Proposal shall be used in place of the Total Tons of Organic Materials Collected for the most-recently completed 12-month period. 4. Reusable Materials Processing Costs. The Reusable Materials Processing Cost shall be calculated as follows: Reusable Materials Processing Cost = [(Per-Ton Reusable Materials Processing Cost for the then- current Rate Period - All regulatory fees identified on Form 7 of Exhibit G2, (Contractor’s Proposal) and included in the then-current per-Ton cost) x (1 + Annual Percentage Change in the CPI-U) + (Then-current per-Ton regulatory fees)] x (Total Tons of Reusable Materials Collected for the most- recently completed 12-month period) In the establishment of Rates for Rate Period 2, due to the lack of tonnage data for a 12-month period, the tonnage of Reusable Materials included in Contractor’s Proposal shall be used in place of the Total Tons of Reusable Materials Collected for the most-recently completed 12-month period. 5. Disposal Costs. The Disposal Costs shall be calculated as follows: Disposal Costs = Per-Ton Disposal fee at the Designated Disposal Facility (to be specified by the City) for the coming Rate Period x Total Tons of Solid Waste Collected for the most-recently completed 12-month period. In the establishment of Rates for Rate Period 2, due to the lack of tonnage data for a 12-month period, the tonnage of Solid Waste included in Contractor’s Proposal shall be used in place of the Total Tons of Solid Waste Collected for the most-recently completed 12-month period. 6. Interest Expense. The Interest Expense amount is $_______in Rate Period Two through Ten, is not annually adjusted, and shall be zero in any subsequent Rate Period unless Parties mutually agree to a different amount. {Note to Proposer: Amount of interest expense shall be entered during contract negotiations to reflect the final scope of services, which may include some or all of the alternative services.} 7. Direct Lease Costs. The Direct Lease Costs amount is $_______ in Rate Period Two through Ten, is not annually adjusted, and shall be zero in any subsequent Rate Period unless Parties mutually agree to a different amount. {Note to Proposer: Amount of direct lease cost shall be entered during contract negotiations to reflect the final scope of services, which may include some or all of the alternative services.} 8. Allocated Lease Costs. The Allocated Lease Costs amount is $_______ for Rate Period Two through Ten (including interest costs for Allocated General and Administrative of $_____, Allocated Vehicle Maintenance costs of $______, and Allocated Container Maintenance of $______) is not annually adjusted, and shall remain unadjusted in any subsequent Rate Period unless Parties mutually agree to a different amount. {Note to Proposer: Amount of allocated lease cost shall be entered during June 9, 2020 Item #10 Page 241 of 286 contract negotiations to reflect the final scope of services, which may include some or all of the alternative services.} 9. Total Pass-Through Costs. Total Pass-Through Costs for the coming Rate Period are the sum of the amounts in subsections (1) through (8) above. D. Total Calculated Costs before City Fees/Payments The Total Calculated Costs before City Fees/Payments shall be the sum of the Total Annual Cost of Operations, Profit, and Total Pass-Through Costs for the coming Rate Period. E. City Fees/Payments (Pass-Through Fees) 1. Franchise Fee. Franchise Fees for the coming Rate Period, which shall equal X.X% of the Total Calculated Costs, shall be calculated as follows: _______ x (Total Calculated Costs before City Reimbursement/Payments plus the sum of other City Reimbursements/Payments specified in Sections 2.E.2 through 2.E.6) and other adjustments, if any, pursuant to Section 2.F. While the Franchise Fee is calculated based on Total Calculated Cost for the purposes of this formula, it shall be paid out of Contractor’s profit. 2. AB 939/SB 1383 Reimbursement. The AB 939/SB 1383 payment for the coming Rate Period shall equal the total AB 939/SB 1383 Reimbursement paid to the City in the most-recently completed 12-month period multiplied by 1 plus the Annual Percentage Change in the CPI-U, or as otherwise directed by the City. 3. Total City Reimbursement /Payments. The Total City Reimbursement/Payments for the coming Rate Period shall equal costs calculated in subsection (1) through (3) above; provided, however, that any adjustment in any such fee, whether pursuant to the relevant index or as the result of the decision of City, shall be pass-through fees (which are excluded from the calculation of profit) and reflected in the Total City Fees/Payments. F. Other Adjustments From time to time during the Term of the Agreement, it may be necessary to make other adjustments to the compensation calculations. For example, if the City elects to roll-under a negative Rate adjustment to a future year, the dollar value of that negative adjustment shall be reflected as an adjustment. In such case, the adjustment would be a reduction to the Total Calculated Costs. June 9, 2020 Item #10 Page 242 of 286 G. Total Calculated Costs The Total Calculated Costs for the coming Rate Period shall equal the sum of the Total Annual Cost of Operations, Profit, Total Pass-Through Costs, Total City Reimbursements/Payments, and Other Adjustments (if applicable), for the coming Rate Period. 3. RATE ADJUSTMENT FACTOR The Rate Adjustment Factor shall equal the Total Calculated Costs for the coming Rate Period divided by the Total Calculated Costs for the then-current Rate Period, which shall be rounded to the nearest thousandth. Note that when determining the Rate Adjustment Factor for Rate Period Two, the Rate Adjustment Factor shall equal the Total Calculated Costs for Rate Period Two divided by the Total Proposed Costs of $_____________ for Rate Period One. 4. ADJUSTMENT OF RATES Each then-current Rate shall be multiplied by the Rate Adjustment Factor to calculate the effective Rate for the coming Rate Period. The adjustment to each Rate shall be rounded to the nearest cent. 5. EXAMPLES The following examples illustrates the index-based adjustment method for determining Rates for Rate Period Three. The dollar amounts shown are hypothetical amounts for Total Calculated Costs for Rate Period Two (July 1, 2023 through June 30, 2024) and the adjustment factors are based on assumed changes in the various indices between the Average Index Values for the twelve (12) months ending February 2022 and for the twelve (12) months ending February 2023 Example A depicts a standard index-based adjustment, wherein the calculated Total Annual Cost of Operations increased greater than zero percent (0%) and less than five percent (5%) over the prior Rate Period. Example B depicts an index-based adjustment wherein the calculated Total Annual Cost of Operations resulted in a decrease from the prior Rate Period. {Note to Proposer: The following examples will be updated with the final cost proposal information provided by the selected proposer.} A. EXAMPLE A 1. Assumptions for Example Adjustment to Contractor’s Compensation: Most-Recently Completed Rate Period = Rate Period One (January 1, 2020 through December 31, 2020) June 9, 2020 Item #10 Page 243 of 286 Then-current Rate Period = Rate Period Two (January 1, 2021 through December 31, 2021) Coming Rate Period = Rate Period Three (January 1, 2022 through December 30, 2022) Recyclable Materials Processing Costs per Ton for the then-current Rate Period = $60.00 per ton Recyclable Materials Processing Rebate per Ton for the then-current Rate Period = ($30.00) per ton Commercial Organic Materials Processing Costs per Ton for the then-current Rate Period = $30.00 per ton Residential Organic Materials Processing Costs per Ton for the coming Rate Period = $40.00 per ton Reusable Materials Processing Costs per Ton for the then-current Rate Period = $30.00 per ton Disposal cost for the coming Rate Period = $43.00 per Ton Annual Percentage Change in the CPI-U = 0.040 Annual Percentage Change in the ECI = 0.018 Annual Percentage Change in the Motor Vehicle Maintenance and Repair Index = 0.031 Annual Percentage Change in the Fuel Index = 0.075 Annual Percentage Change in the Recyclables Rebate Index = 0.021 Tonnages for the most-recently completed 12-month period: Recyclable Materials – 8,000 Tons Commercial Organic Materials – 3,000 Tons Residential Organic Materials – 9,000 Tons Solid Waste – 14,000 Tons Bulky Items and Reusable Materials – 500 Tons Note: All values presented in this table are hypothetical and used for illustrative purposes only. June 9, 2020 Item #10 Page 244 of 286 TABLE 2 Example A Calculation of Total Calculated Costs for Rate Period Three Rate Period Two Adjustment Index Adjustment Factor Rate Period Three Processing Tip Fee Adjustments (per Ton) Recyclable Materials Processing Tip Fee $60.00 CPI-U 1 + 0.040 $62.40 Recyclable Materials Processing Rebate ($30.00)RRI 1 + 0.021 ($30.63) Commercial Organic Materials Processing Tip Fee $30.00 CPI-U 1 + 0.040 $31.20 Reusable Materials Processing Tip Fee $30.00 CPI-U 1 + 0.040 $31.20 Annual Cost of Operations Labor-related Costs $2,000,000 ECI 1 + 0.018 $2,036,000 Vehicle-related Costs (excluding fuel)$400,000 MVI 1 + 0.031 $412,400 Fuel Costs $800,000 FUEL 1 + 0.075 $860,000 Other Costs $250,000 CPI-U 1 + 0.040 $260,000 Direct Depreciation $700,000 N.A.N.A.$700,000 Allocated Costs (Labor, Vehicle, Fuel, and Other Costs)*$1,000,000 CPI-U 1 + 0.040 $1,040,000 Allocated Costs (Depreciation and Start-Up)$100,000 N.A.N.A.$100,000 Total Annual Cost of Operations $5,250,000 N.A.$5,408,400 Profit (assuming operating ratio of 0.92)$456,522 $470,296 Pass-Through Costs Recyclable Materials Processing Costs $480,000 Tip Fee x Tons 8,000 x $62.40 $499,200 Recyclable Materials Processing Rebate ($240,000)Tip Fee x Tons 8,000 x ($30.63)($245,040) Residential Organic Materials Processing Costs $333,000 Tip Fee x Tons 9,000 x $40.00 $360,000 Commercial Organic Materials Processing Costs $90,000 Tip Fee x Tons 9,000 x $31.20 $93,600 Reusable Materials Processing Costs $15,000 Tip Fee x Tons 500 x $31.20 $15,600 Solid Waste Disposal Costs $560,000 Tip Fee x Tons 14,000 x $43.00 $602,000 Interest Expense $150,000 N.A.N.A.$150,000 Direct Lease Costs $200,000 N.A.N.A.$200,000 Allocated Lease Costs $25,000 N.A.N.A.$25,000 Total Pass-Through Costs $1,613,000 $1,700,360 Total Calculated Costs before City Fees $7,319,522 $7,579,056 City Fees/Payments Franchise Fee $1,326,427.83 N.A.N.A.$1,373,387.07 AB 939 Fee $182,000 CPI-U 1 + 0.040 $189,280 Vehicle Impact Mitigation Fee $15,000 N.A.N.A.$15,000 HHW Fee $30,000 CPI-U 1 + 0.040 $31,200 Rate Application Review Fee $35,000 N.A.N.A.$35,000 Procurement Reimbursement $30,000 N.A.N.A.$30,000 Total City Fees/Payments $1,618,428 $1,673,867 Other Adjustments (as needed from time to time)N.A. N.A.N.A.N.A. Total Calculated Costs $8,937,950 $9,252,923 * Fuel costs included in allocated costs shall be adjusted using the CPI-U not Fuel Index. June 9, 2020 Item #10 Page 245 of 286 2. Example Calculation of the Rate Adjustment Factor and Adjusted Rate for Rate Period Three Rate Adjustment Factor = $9,252,923/$8,937,950 = 1.035 20-gallon Single-Family Rate for Rate Period Three = $22.62 x 1.035 = $23.41, which shall be effective January 1, 2022. B. EXAMPLE B 1. Assumptions for Example Adjustment to Contractor’s Compensation: Most-Recently Completed Rate Period = Rate Period One (January 1, 2020 through December 31, 2020) Then-current Rate Period = Rate Period Two (January 1, 2021 through December 31, 2021) Coming Rate Period = Rate Period Three (January 1, 2022 through December 30, 2022) Recyclable Materials Processing Costs per Ton for the then-current Rate Period = $60.00 per ton Recyclable Materials Processing Rebate per Ton for the then-current Rate Period = ($30.00) per ton Commercial Organic Materials Processing Costs per Ton for the then-current Rate Period = $30.00 per ton Residential Organic Materials Processing Costs per Ton for the coming Rate Period = $40.00 per ton Reusable Materials Processing Costs per Ton for the then-current Rate Period = $30.00 per ton Disposal cost for the coming Rate Period = $43.00 per Ton Annual Percentage Change in the CPI-U = -0.040 Annual Percentage Change in the ECI = -0.018 Annual Percentage Change in the Motor Vehicle Maintenance and Repair Index = 0.031 Annual Percentage Change in the Fuel Index = -0.075 Annual Percentage Change in the Recyclables Rebate Index = 0.021 Tonnages for the most-recently completed 12-month period: Recyclable Materials – 8,000 Tons June 9, 2020 Item #10 Page 246 of 286 Commercial Organic Materials – 3,000 Tons Residential Organic Materials – 9,000 Tons Solid Waste – 14,000 Tons Bulky Items and Reusable Materials – 500 Tons Note: All values presented in this table are hypothetical and used for illustrative purposes only. June 9, 2020 Item #10 Page 247 of 286 TABLE 2 Example B Calculation of Total Calculated Costs for Rate Period Three Rate Period Two Adjustment Index Adjustment Factor Rate Period Three Processing Tip Fee Adjustments (per Ton) Recyclable Materials Processing Tip Fee $60.00 CPI-U 1 + -0.040 $57.60 Recyclable Materials Processing Rebate ($30.00)RRI 1 + 0.021 ($30.63) Commercial Organic Materials Processing Tip Fee $30.00 CPI-U 1 + -0.040 $28.80 Reusable Materials Processing Tip Fee $30.00 CPI-U 1 + -0.040 $28.80 Annual Cost of Operations Labor-related Costs $2,000,000 ECI 1 + -0.018 $1,964,000 Vehicle-related Costs (excluding fuel)$400,000 MVI 1 + 0.031 $412,400 Fuel Costs $800,000 FUEL 1+ -0.075 $740,000 Other Costs $250,000 CPI-U 1 + -0.040 $240,000 Direct Depreciation $700,000 N.A.N.A.$700,000 Allocated Costs (Labor, Vehicle, Fuel, and Other Costs)*$1,000,000 CPI-U 1 + -0.040 $960,000 Allocated Costs (Depreciation and Start-Up)$100,000 N.A.N.A.$100,000 Total Annual Cost of Operations $5,250,000 N.A.$5,116,400 Profit (assuming operating ratio of 0.92)$456,522 $444,904 Pass-Through Costs Recyclable Materials Processing Costs $480,000 Tip Fee x Tons 8,000 x $57.60 $460,800 Recyclable Materials Processing Rebate ($240,000)Tip Fee x Tons 8,000 x ($30.63)($245,040) Residential Organic Materials Processing Costs $333,000 Tip Fee x Tons 9,000 x $40.00 $360,000 Commercial Organic Materials Processing Costs $90,000 Tip Fee x Tons 9,000 x $28.80 $86,400 Reusable Materials Processing Costs $15,000 Tip Fee x Tons 500 x $28.80 $14,400 Solid Waste Disposal Costs $560,000 Tip Fee x Tons 14,000 x $43.00 $602,000 Interest Expense $150,000 N.A.N.A.$150,000 Direct Lease Costs $200,000 N.A.N.A.$200,000 Allocated Lease Costs $25,000 N.A.N.A.$25,000 Total Pass-Through Costs $1,613,000 $1,653,560 Total Calculated Costs before City Fees $7,319,522 $7,214,864 City Fees/Payments Franchise Fee $1,326,427.83 N.A.N.A.$1,306,726.85 AB 939 Fee $182,000 CPI-U 1 + -0.040 $174,720 Vehicle Impact Mitigation Fee $15,000 N.A.N.A.$15,000 HHW Fee $30,000 CPI-U 1 + -0.040 $28,800 Rate Application Review Fee $35,000 N.A.N.A.$35,000 Procurement Reimbursement $30,000 N.A.N.A.$30,000 Total City Fees/Payments $1,618,428 $1,590,247 Other Adjustments (as needed from time to time)N.A. N.A.N.A.N.A. Total Calculated Costs $8,937,950 $8,805,111 * Fuel costs included in allocated costs shall be adjusted using the CPI-U not Fuel Index. June 9, 2020 Item #10 Page 248 of 286 2. Example Calculation of the Rate Adjustment Factor and Adjusted Rate for Rate Period Three Total Calculated Costs = $8,805,111 < $8,937,950; Adjusted Total Calculated Costs = $8,937,950 (Total Calculated Costs from prior Rate Period) Rate Adjustment Factor = $8,937,950/ $8,937,950= 1.00 20-gallon Single-Family Rate for Rate Period Three = $22.62 x 1.00= $22.62, which shall be effective January 1, 2022 (i.e. NO RATE ADJUSTMENT). Subsequent Rate Period Adjustment. $8,937,950 - $8,805,111 = $132,838 cost savings to be applied as an “Other Adjustment” in the subsequent Rate Period adjustment calculations as an offset to Contractor’s Total Calculated Costs. 3. OTHER If an index described in Exhibit E is discontinued, the successor index with which it is replaced shall be used for subsequent calculations. If no successor index is identified by the Bureau of Labor Statistics, the index published by the organization which is most comparable shall be used. June 9, 2020 Item #10 Page 249 of 286 EXHIBIT E2: COST-BASED RATE ADJUSTMENT METHODOLOGY June 9, 2020 Item #10 Page 250 of 286 1. GENERAL The Parties shall use the cost-based Rate adjustment method described in this Exhibit in setting the Rates for Rate Periods Four (4) and Eight (8) and the event of a Change in Scope or Change in Law. The cost- based adjustment involves review of the Contractor’s actual cost of operations and operational statistics (staffing levels, routes, route hours, Customers and their service levels, etc.) to determine the Actual Allowable Total Annual Cost of Operations for the most-recently completed Rate Period and to forecast the Total Contractor’s Compensation for the coming Rate Period. The difference (measured as a percentage) between the Total Contractor’s Compensation for the coming Rate Period and the Projected Gross Rate Revenues (which is calculated based on most-recent Customer subscription levels at then- current Rates) is the “Rate Adjustment Factor”. The Rate Adjustment Factor is applied to the then-current Rates to determine the Rates for the coming Rate Period. The intent of performing the cost-based adjustment is to examine the actual impact of changes in inflation or deflation, the number of Customers, and the Service Level of Customers. In the event that the cost-based adjustment calculated in accordance with this Exhibit E2 results in a negative Rate Adjustment Factor, the City reserves the right to “roll-under” the Rate reduction, such that there is no Rate adjustment in the Rate Period for which the negative Rate Adjustment Factor was calculated, but the calculated Rate reduction may be deferred to the following Rate Period, as a credit against future Rate increases. A. Contractor’s Rate Application Contractor’s Rate application for any Rate Period where Rates shall be adjusted using the cost-based methodology described in this Exhibit E2 shall include shall include the information described in this Section 1.A. With the exception of the information identified in Subsections 1, and 2 below, all other items listed may be requested by the City Contract Manager at any time during the Term of the Agreement and Contractor shall comply with that request in a timely fashion. 1. Financial Statements. Within one hundred twenty (120) calendar days after the close of the Contractor’s fiscal year {Proposers – Enter fiscal year ending date}, Contractor shall deliver to the City one (1) hard copy of the reviewed (or audited) consolidated financial statements of Contractor for the preceding fiscal year. Financial statements shall include a supplemental combining schedule showing Contractor's results of operations, including the specific revenues and expenses in connection with the operations provided for in this Agreement separate from others included in such financial statements. The financial statements and footnotes shall be prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied and fairly reflecting the results of operation and Contractor’s financial condition. Annual financial statements shall be reviewed (or audited), in accordance with Generally Accepted Auditing Standards (GAAS) by a Certified Public Accountant (CPA) licensed (in good standing) to practice public accounting in the State as determined by the State Department of Consumer Affairs Board of Accountancy, and that the CPA’s opinion on Contractor's annual financial statements June 9, 2020 Item #10 Page 251 of 286 shall be unqualified, and shall contain the CPA’s conclusions regarding the Contractor’s accounting policies and procedures, internal controls, and operating policies. The CPA shall perform an evaluation and, if necessary, shall cite recommendations for improvement. 3. Financial Statement Reconciliation. Contractor shall provide a schedule which clearly and accurately ties the amounts shown in Contractor’s Rate application to Contractor’s financial statements. Such schedule shall include any and all allocation factors and methodologies used to report cost and operating information for services provided to the City under this Agreement separately from Contractor obligations related to other public or private entities. Such statement of reconciliation shall include: a. General explanation of the various allocation methodologies used for each Rate application line item. b. Specific examples of each type of allocation used showing how an entry is reported in the general ledger and ties to the Rate application. c. Statement indicating whether there have been any changes in allocation methods used since the last Rate application. If any allocation methods have changed clearly identify those changes. 4. Operational Information. a. Routes by Line of Business: 1. Number of routes per day. 2. Types of vehicles. 3. Crew size per route. 4. Number of full time equivalent (FTE) routes. 5. Number of accounts and cubic yards scheduled per route. 6. Total route hours per Line of Business per year. 7. Average cost per route. b. Personnel: 1. Organizational chart. 2. Job classifications and number of employees (e.g., administrative, Customer service representatives, drivers, supervisors, educational staff). 3. Wages by job classification. 4. Number of FTE positions for each job classification. 5. Number of hours per job classification per year. c. Productivity Statistics: 1. Average Number of accounts per route per day by Line of Business. 2. Average number of setouts per route per day by Line of Business. 3. Average Tons per route per day by vehicle type (i.e. side-loader, front- loader, roll-off). 4. Average cubic yards of Collection scheduled per route. June 9, 2020 Item #10 Page 252 of 286 d. Vehicles: 1. List of Collection vehicles including year purchased and mileage. 2. Average age of mobile equipment with oldest and newest. e. Operational Changes: 1. Number of routes. 2. Staffing. 3. Supervision. 4. Collection services. 5. Variance Analysis. Provide the following variance analysis for each Line of Business. For any variances greater than five percent (5%) annually, Contractor shall provide sufficient rationale to support variance: a. Variance analysis comparing current Rate Period to each of the prior Rate Periods of Agreement. b. Variance analysis comparing current Rate Period to each of the future projected Rate Periods. 6. Projections. Provide the following projection data: a. Provide support for the basis for projected Gross Receipts and line item expenses, clearly indicate the supporting calculations and assumptions. b. Provide support for the most-recent twelve (12) months of Tonnage data for Rate Period ending October. Clearly indicate the supporting calculations and assumptions. 2. FORECASTING TOTAL CONTRACTOR’S COMPENSATION The Total Contractor’s Compensation for the coming Rate Period shall be forecasted in the manner described in this Section. A. Forecasting Total Annual Cost of Operations 1. Determine Actual Allowable Total Annual Cost of Operations. Contractor's financial statements, books, and records shall be reviewed to determine Contractor's “Actual Allowable Total Annual Cost of Operations” for the most-recently completed Rate Period to perform all the services in the manner required by this Agreement for each of the following cost categories: a. Actual labor-related costs b. Actual vehicle-related costs (excluding fuel and depreciation) c. Actual fuel costs d. Actual other costs (as defined on Form 6E of Exhibit G2) June 9, 2020 Item #10 Page 253 of 286 e. Direct depreciation costs (in the amount specified in Exhibit E1) f. Actual allocated costs (labor, vehicle, general and administrative, and other costs) g. Actual allocated costs (depreciation and start-up) (in the amount stated in Exhibit E1) h. Actual Procurement Reimbursement cost 2. Non-Allowable Costs. The following list of non-allowable costs shall be deducted from the Contractor’s actual costs when determining the Actual Allowable Total Annual Cost of Operations. a. Labor, equipment, fuel, and start-up costs for personnel, vehicles, and facilities that are not specified in the proposal forms contained in Exhibit G2 and/or which cannot be demonstrated to have been incurred as part of the performance of services under this Agreement. b. Payments to directors and/or owners of Contractor unless the amount paid is reasonable compensation for services actually rendered. Reasonableness shall be determined based on available market pricing for similar services and shall be in the sole discretion of the City. c. Travel expenses and entertainment (above five thousand dollars ($5,000) annually in total) expenses, unless authorized in advance by the City. d. Payments to repair damage to public or private property for which Contractor is legally liable. e. Fines or penalties of any nature. f. Liquidated Damages assessed under this Agreement. g. Federal or State income taxes. h. Cash donations or value of in-kind services provided to charitable, political, youth, civic, or other community organizations unless such donation has been previously approved in writing as an allowable expense by the City Contract Manager. i. Depreciation or interest expense for Collection vehicles, Containers, other equipment, offices and other facilities if such items are leased as specified in Exhibit G2. j. Attorney's fees and other expenses incurred by Contractor in any court proceeding in which the City and Contractor are adverse Parties. k. Attorney's fees and other expenses incurred by Contractor arising from any act or omission in violation of this Agreement. l. Attorneys' fees and other expenses incurred by Contractor in any court June 9, 2020 Item #10 Page 254 of 286 proceeding in which Contractor's own negligence, violation of law or regulation, or wrong doing are in issue and occasion, in whole or in part, the attorneys' fees and expenses claimed; and attorneys' fees and expenses incurred by Contractor in a court proceeding in which the legal theory or statute providing a basis of liability against Contractor also provides for separate potential liability for the City derived from the action of its citizens or Rate payers (such as in a CERCLA lawsuit) unless the Contractor is found not liable in such claims and such claims arise from acts or occurrences within the Term of the Agreement. m. Payments to Related-Party Entities for products or services, in excess of the cost to the Related-Party Entities for those products or services. n. Goodwill. o. Unreasonable profit sharing distributions. p. Replacement costs for Containers that need to be replaced because the useful life of such Container was less than the Term. q. Administrative costs greater than the administrative costs presented in Contractor’s Proposal (Exhibit G2) adjusted annually by one plus the Annual Percentage Change in the CPI-U. r. Bad debt write-offs in excess of two percent (2%) of annual Rate revenues. 3. Forecast Total Annual Cost of Operations. Forecasted Total Annual Cost of Operations for the coming Rate Period shall be calculated based on Actual Allowed Total Cost of Operations for the most-recently completed Rate Period determined in accordance with Sections 2.A.1 and 2.A.2 above. The forecasts shall be performed in the following manner: a. Forecasted labor-related costs shall be calculated for the coming Rate Period by the lesser of: (i) multiplying the allowed labor-related costs, both direct and allocated, for the most-recently completed Rate Period by one plus the Annual Percentage Change in the ECI, and (ii) multiplying the result of step one once more by one plus the Annual Percentage Change in the ECI; OR, The Labor-Related Costs component of Total Calculated Costs for the then- current Rate Period is multiplied by one plus the Annual Percentage Change in the ECI. b. Forecasted vehicle-related costs (excluding fuel and depreciation costs) shall be calculated for the coming Rate Period by (i) multiplying the allowed vehicle- related costs, both direct and allocated, for the most-recently completed Rate Period by one plus the Annual Percentage Change in the Motor Vehicle Maintenance and Repair Index, and (ii) multiplying the result of step one once more by one plus the Annual Percentage Change in the Motor Vehicle June 9, 2020 Item #10 Page 255 of 286 Maintenance and Repair Index. c. Forecasted fuel costs shall be calculated for the coming Rate Period by (i) multiplying the allowed fuel costs, both direct and allocated, for the most- recently completed Rate Period by one plus the Annual Percentage Change in the Fuel Index, and (ii) multiplying the result of step one once more by one plus the Annual Percentage Change in the Fuel Index. d. Forecasted other costs shall be calculated for the coming Rate Period by (i) multiplying the allowed other-related costs, both direct and allocated, for the most-recently completed Rate Period by one plus the Annual Percentage Change in CPI-U, and (ii) multiplying the result of step one once more by one plus the Annual Percentage Change in the CPI-U. e. Forecasted direct depreciation expense shall be the amount specified in Exhibit G2 for vehicles, Containers, and facilities. Direct depreciation expense is a fixed cost and is not subject to inflation. f. Forecasted allocated labor-related, vehicle-related, general and administrative, and other costs shall be calculated for the coming Rate Period by (i) multiplying the allowed other-related costs for most-recently completed Rate Period by one plus the Annual Percentage Change in CPI-U, and (ii) multiplying the result of step one once more by one plus the Annual Percentage Change in CPI-U. g. Forecasted allocated depreciation and start-up expense shall be the amount specified in Section 2.A.7 of Exhibit E1 for vehicles, Containers, and facilities. h. Forecasted Total Annual Cost of Operations for the coming Rate Period shall equal the sum of the following costs, which shall have been calculated in accordance with the procedures in this Exhibit E2: (1) Forecasted labor-related costs (2) Forecasted vehicle-related costs (excluding fuel and depreciation costs) (3) Forecasted fuel costs (4) Forecasted other costs (5) Forecasted direct depreciation expense (6) Forecasted allocated labor-related, vehicle-related, general and administrative, and other costs (7) Forecasted allocated costs for depreciation and start-up B. Forecast Profit Contractor shall be entitled to Profit on Forecasted Total Annual Cost of Operations. Profit shall be calculated using an operating ratio of XXXXXX percent (XX.X%) as proposed by Contractor and described in Exhibit G2. Profit shall be calculated using the following formula: June 9, 2020 Item #10 Page 256 of 286 Profit = (Forecasted Total Annual Cost of Operations / Operating Ratio) – Forecasted Total Annual Cost of Operations For example: 1. Assuming an operating ratio of 92% 2. Assuming a Forecasted Total Annual Cost of Operations of $1,000,000 3. Profit = ($1,000,000 / 0.92) – $1,000,000 = $86,956.52 C. Forecast Pass-Through Costs Pass-Through Costs for the coming Rate Period shall be forecasted in the following manner: 1. Forecasted Recyclable Materials Processing costs shall be calculated in the manner described in Section 2.C.1 of Exhibit E1. 2. Forecasted Recyclable Materials Processing Rebate shall be calculated in the manner described in Section 2.C.2 of Exhibit E1. 3. Forecasted Residential Organic Materials Processing costs shall be calculated in the manner described in Section 2.C.3 of Exhibit E1. 4. Forecasted Commercial Organic Materials Processing costs shall be calculated in the manner described in Section 2.C.4 of Exhibit E1. 5. Forecasted Reusable Materials Processing costs shall be calculated in the manner described in Section 2.C.5 of Exhibit E1. 6. Forecasted Disposal costs shall be calculated in the manner described in Section 2.C.6 of Exhibit E1. 7. Forecasted Interest Expense. Interest Expense is $XXX,XXX per year and shall not be adjusted over the Term of the Agreement. 8. Forecasted Direct Lease Costs. Direct Lease Costs are $XXX,XXX per year and shall not be adjusted over the Term of the Agreement. 9. Forecasted Allocated Lease Costs. Allocated Lease Costs are $XXX,XXX per year and shall not be adjusted over the Term of the Agreement. D. Forecast City Fees/Payments City fees shall be calculated in the manner described in Section 2.E of Exhibit E1. June 9, 2020 Item #10 Page 257 of 286 3. PROJECTED GROSS RATE REVENUE Projected Gross Rate Revenue at then-current Rates shall reflect projected annual Gross Rate Revenues from all Customers based on then-current Rates and then-current Customer Service Levels, inclusive of all Rates and special charges authorized under this Agreement. For the purposes of determining Customer Service Levels for on-call services (e.g. drop-box service provided less than weekly, bin rentals, etc.) and special charges (e.g. push charges, lock/unlock charges, etc.), the prior 12 months of billing activity for such services and special charges shall be used. 4. RATE ADJUSTMENT FACTOR The Rate Adjustment Factor shall equal the Forecasted Total Calculated Costs for the coming Rate Period divided by the Projected Gross Rate Revenues calculated in accordance with Section 2 herein. The Rate Adjustment Factor shall be rounded to the nearest thousandth. 5. ADJUSTMENT OF RATES Each then-current Rate shall be multiplied by the Rate Adjustment Factor to calculate the effective Rate for the coming Rate Period. June 9, 2020 Item #10 Page 258 of 286 EXHIBIT F: PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES June 9, 2020 Item #10 Page 259 of 286 City wishes to establish standards of performance under the Agreement in each of the five (5) “Performance Areas” listed below. The City Contract Manager may monitor Contractor’s performance in each of those areas based on the “Specific Performance Measures” within that performance area. If the City Contract Manager determines that Contractor has failed to meet the performance standard established for any “Specific Performance Measure”, the City may assess Liquidated Damages pursuant to Section 10.6 of the Agreement. Liquidated Damages, if assessed, shall only be assessed for the number of events, days, or other measure in excess of the acceptable performance level. 1. Performance Area: Provision of Universal Three-Container {or Four-Container} Service Item Specific Performance Measure Definition Acceptable Performance Level Liquidated Damage Amount 1. Failure to Provide Recyclable Material and Organic Material Collection Services to every Customer For each occurrence of failing to provide Customers with the three- Container system, including Recyclable Material and Organic Materials, required by and compliant with Article 4 and Exhibit B. No acceptable failure level $500/Customer The City shall not assess Liquidated Damages item 1, above, under the following circumstances: A. City has granted the Customer a waiver pursuant to Section 4.11 of this Agreement, B. Contractor documents that Customer is compliant with Recycling and Organic Waste Self-Hauling requirements pursuant to Municipal Code Sections 6.08.020 and 6.08.024 and 14 CCR Division 7, Article 12, Article 7. C. Contractor documents to the City that the Customer is being provided Recyclable Material and/or Organic Material Collection services from a City-permitted, or non-exclusively franchised, Recycler or Discarded Materials service provider; D. Contractor documents that Customer is sharing Recyclable Materials and/or Organic Materials Collection services with another Customer in a manner approved by the City; or, E. The City has failed to adopt a mandatory Recycling ordinance. June 9, 2020 Item #10 Page 260 of 286 2. Performance Area: Service Quality and Reliability Item Specific Performance Measure Definition Acceptable Performance Level Liquidated Damage Amount 1. Missed Collections Each Service Opportunity where Contractor fails to Collect a Container from a Customer who properly placed said Container for Collection, unless Contractor leaves a Non- Collection Notice specifying the reasons for non-Collection and available remedies. Less than ten (10) per one thousand (1,000) Service Opportuniti es $50/Event 2. Failure to Correct Missed Collections Each “Missed Collection” as defined above which is not Collected by the end of the Working Day following the receipt of the Customer Complaint about the Missed Collection if the Complaint is received by 3:00 p.m. on a Working Day and by the end of the following Working Day for such Complaints received after 3:00 p.m. on a Working Day. Less than one (1) per one hundred (100) Missed Collections $50/Event 3. Failure to Issue Customer Rebate Each failure to provide a Customer the Missed Collection Rebate or Late Container Delivery Rebate in accordance with Section 5.13 of the Agreement. No acceptable failure level $50/Event 4. Failure to Return Empty Container Failure to properly return empty Carts or Bins to the Collection location, or to place Carts upright. Less than ten (10) per one thousand (1,000) Service Opportuniti es $20/Event June 9, 2020 Item #10 Page 261 of 286 Item Specific Performance Measure Definition Acceptable Performanc e Level Liquidated Damage Amount 5. Failure to Replace Used Oil Recovery Kit Failure to leave a clean Used Oil Recovery Kit following Collection of a full Used Oil Recovery Kit Five (5) or less occurrences per quarter $150/Kit/Day 6. Failure to Clean-Up Spillage Each failure by Contractor to clean up: (1) any items or materials spilled during the Collection of a Container; or, (2) any fluids spilled or leaked from a Container or Collection vehicle prior to leaving the Collection location. Less than five (5) per one thousand (1,000) Service Opportuniti es $100/Event 7. Damage to Property Each event of damage to either public or private property as a result of Collection activity, including without limitation curbs, sidewalks, landscapes, Container enclosures and gates, signs, light fixtures, and overhead wires and cables. Less than two (2) per one thousand (1,000) Service Opportuniti es $200/Event 8. Damage to Public Streets Each event of damage to public streets within the City caused by Contractor. No acceptable failure level Actual cost of repair to City’s satisfaction. 9. Failure to Maintain Equipment Each event of failure to maintain equipment, vehicles, Carts, Bins and other containers in a clean, safe, and sanitary manner. No acceptable failure level $100/Item/Day 10. Failure to Comply with Container Standards Failure to comply with Container labeling and colors as specified in this Agreement. No acceptable failure level $200/Container/ Occurrence 11. Failure to Provide/ Utilize Required Vehicles/Equipment Failure to provide and utilize required vehicles, and communications equipment as specified in this Agreement. No acceptable failure level $100/Item/Day June 9, 2020 Item #10 Page 262 of 286 Item Specific Performance Measure Definition Acceptable Performanc e Level Liquidated Damage Amount 12. Failure to Utilize RNG in Collection Vehicles Failure to use RNG in all Collection Vehicles, and/or failure to use RNG that meets the standards specified in this Agreement. No acceptable failure level $250/Vehicle/Day 13. Unlicensed Vehicle Operator Failure to have a vehicle operator properly licensed. No acceptable failure level $500/Operator/Day 14. Failure to Display Contractor’s Name Failure to display and maintain visibility of Contractor’s name and customer service phone number on Collection vehicles, Bins and other containers. No acceptable failure level $100/Instance/Day 15. Failure to Wear Uniform Failure to have Contractor personnel in proper uniform. No acceptable failure level $100/Person/Day 16. Discourteous Behavior For each occurrence of uncustomary discourteous behavior of Contractor’s employees to a Customer. Less than five (5) per one thousand (1,000) Service Opportuniti es $250/Event 17. Failure to Complete Route Failure or neglect to complete at least ninety percent (90%) of each route on the regular scheduled Collection service Working Day. No acceptable failure level $1,000/Route 18. Changing Routes Changing routes without proper notification and approval by the City Contract Manager. No acceptable failure level $500/Route/Day 19. Overweight Vehicles Loading Collection vehicles in excess of State or local weight restrictions. No acceptable failure level $150/Event June 9, 2020 Item #10 Page 263 of 286 Item Specific Performance Measure Definition Acceptable Performanc e Level Liquidated Damage Amount 20. Uncovered Loads Failure to properly cover materials in Collection vehicles. No acceptable failure level $500/Event 21. Failure to Cure in Timely manner Failure to cure non- compliance with the provisions of this Agreement in the manner and time set forth in Section 10.2. No acceptable failure level $150/Incident/Day 22. Failure to Suspend Contamination Program Failure to suspend the contamination fee program in the event it exceeds the percent of Gross Receipts allowed in Section 4.12.2.E. No acceptable failure level $50/Contamination Fee Issued After Specified Percentage Threshold is Exceeded 23. Failure to Perform Other Requirement Each failure to perform any obligation of the Agreement not specifically stated above. No acceptable failure level $100/Event June 9, 2020 Item #10 Page 264 of 286 3. Performance Area: Customer Service Item Specific Performance Measure Definition Acceptable Performance Level Liquidated Damage Amount 1. Failure to Commence Service and/or Provide Move-in Kits Any failure by Contractor to deliver a Container and begin providing Collection to a Customer, at the level of service requested by said Customer, within three (3) calendar days of receiving such request. This may include a new Customer receiving new service or an existing Customer requesting a change in or addition to existing service levels. This may also include delivering Used Oil Recovery Kits, Move-in Kits, and PRTs to Customers upon request. Less than one (1) per one hundred (100) Service Requests $50/Event 2. Failure to Exchange Container Any failure by Contractor to exchange Container within ten (10) Working Days of notification that a change in the size or number of Carts or Bins is required. No acceptable failure level $100/Container/Day 3. Failure to Replace Container Any failure by Contractor to replace a damaged or defaced Container within the timeline required in Section 5.6. No acceptable failure level $100/Container/Day 4. Failure to Resolve Complaint Any failure or neglect by Contractor to resolve each Complaint within the time set forth in this Agreement. Less than one (1) per one hundred (100) Complaints $100/Event June 9, 2020 Item #10 Page 265 of 286 Item Specific Performance Measure Definition Acceptable Performanc e Level Liquidated Damage Amount 5. Failure to Answer Phones Any failure by Contractor to answer a telephone call from a Customer during normal business hours. A call is not deemed answered if the Customer does not speak with a live operator. (A call is deemed answered if the Customer hangs-up or abandons the call following a hold time of less than three (3) minutes.) Any failure to have a Customer service representative answer a phone call within a two (2) minute average for any month and/or for each single caller having to wait more than ten (10) minutes. Less than five (5) per one thousand (1,000) Calls Received Under this Agreement $50/Event 6. Failure to Maintain Office Hours Failure to maintain office hours as required by this Agreement. No acceptable failure level $100/Event 7. Provision of Inaccurate information Each event of a Customer Service Representative providing inaccurate information in response to a Customer question or Complaint. No acceptable failure level $50/Event 8. Unauthorized Hours of Operation Each occurrence of Contractor Collecting from Customers during unauthorized hours. Less than two (2) per one thousand (1,000) Service Opportuniti es $50/Event 9. Failure to Conduct Route Audits and contamination monitoring Failure to conduct Route Audits and contamination monitoring as required by this Agreement. No acceptable failure level $150/Audit/Day June 9, 2020 Item #10 Page 266 of 286 Item Specific Performance Measure Definition Acceptable Performanc e Level Liquidated Damage Amount 10 Failure to Issue Contamination Notices Failure to issue contamination notices as required by this Agreement. No acceptable failure level $500/Route/Day 4. Performance Area: Diversion Item Specific Performance Measure Definition Acceptable Performance Level Liquidated Damage Amount 1. Failure to Meet the Minimum Diversion Requirements Failure to meet the minimum Diversion requirements of this Agreement. (Calculated per Calendar Year.) Less than 0.001% Shortfall of 0.001% - 2%: $10,000.00 per calendar year. Shortfall of 2.001% or greater: $25,000.00 per calendar year. 2. Failure to Perform Education and Outreach Activities 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 Exhibit C to this Agreement. No acceptable failure level $500/Activity 3. Failure to Provide Targeted Technical Assistance Each individual failure to provide targeted technical assistance to a Commercial or Multi-Family Customer in the manner required under Exhibit C to this Agreement. No acceptable failure level $2,000/Customer 4 Failure of Diversion Coordinator to Specifically Perform Every occurrence of a Diversion Coordinator being used for purposes other than those specified in this Agreement. No acceptable failure level $1,000/day June 9, 2020 Item #10 Page 267 of 286 5. Performance Area: Facilities Item Specific Performance Measure Definition Acceptable Performance Level Liquidated Damage Amount 1. Delivery to Non- Approved Facility Each individual occurrence of delivering materials to a facility other than the Approved Facility designated for each material type under Section 4 of this Agreement. No acceptable failure level $5,000 first failure. $25,000 each subsequent failure. 2. Disposal of Targeted Diversion Materials Each individual occurrence of delivering Recyclable Materials, Organic Materials, or Reusable Materials set out for Collection by the Customer for Disposal rather than Processing. No acceptable failure level $1,000/Load 3. Mixing Materials During Collection Each individual Container that is Collected by Contractor in a vehicle intended or designated for the purpose of Collecting a different material type (e.g. Recyclable Materials Collected in Solid Waste vehicle, Solid Waste Collected in Organic Materials vehicle, etc.) No acceptable failure level $1,000/ Container 4. Commingling with Non- City Materials Commingling of materials Collected inside and outside the City during Collection. No acceptable failure level $1,000/Event 5. Delivery to Disposal Facility of Non-City Materials commingled with City Materials Delivery to the Designated Disposal Facility of any Solid Waste Collected outside of the City boundaries commingled with that Collected as part of this Agreement except for material delivered in transfer trailers. No acceptable failure level $5,000 first delivery. $25,000 each subsequent delivery. 6. Failure to Provide Adequate Capacity Failure to provide adequate primary and alternate capacity to accept and Process Recyclable Materials, or Organic Materials. No acceptable failure level $1,000/Day June 9, 2020 Item #10 Page 268 of 286 Item Specific Performance Measure Definition Acceptable Performance Level Liquidated Damage Amount 7 Failure to Conduct Route Audits and contamination monitoring Failure to conduct Route Audits and contamination monitoring as required by this Agreement. No acceptable failure level $150/Audit/Day 8 Failure to Issue Contamination Notices Failure to issue contamination notices as required by this Agreement. No acceptable failure level $50/occurrence /Day 6. Performance Area: Reporting & Records Item Specific Performance Measure Definition Acceptable Performance Level Liquidated Damage Amount 1. Late Report Each occurrence of a Report, as required under Exhibit D to this Agreement, being submitted after the due date. Reports shall be considered late until they are submitted in a complete and accurate format. No acceptable failure level $250/Report/ Day 2. Failure to Maintain or Provide Access to Records Each occurrence of City Contract Manager requesting information required to be maintained by Contractor where Contractor fails to provide such information within the time window specified in this Agreement. No acceptable failure level $500/Event 3. Misleading/Inaccurate Reporting Each occurrence of Contractor providing misleading or otherwise inaccurate information or reporting to 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. No acceptable failure level $250/Event June 9, 2020 Item #10 Page 269 of 286 Item Specific Performance Measure Definition Acceptable Performance Level Liquidated Damage Amount 4. Failure to Correct Submittal of Inaccurate Data in a Timely Manner Failure to correct submittal of inaccurate data within three (3) Business Days (or such other time period as may be agreed to in writing between City and Contractor) of notification by City. No acceptable failure level $500/Day 5. Failure to maintain and/or provide access to Information Systems Each day that Contractor fails to provide access to Contractor’s information systems as required in Section 4.10 to the City Contract Manager. No acceptable failure level $500/Day By placing Designee’s 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 Liquidated Damage provisions of the time that the Agreement was made. Contractor City Initial Here:_________ Initial Here: _________ June 9, 2020 Item #10 Page 270 of 286 This page intentionally left blank June 9, 2020 Item #10 Page 271 of 286 EXHIBIT G: CONTRACTOR’S PROPOSAL To be included in final agreement June 9, 2020 Item #10 Page 272 of 286 EXHIBIT G1: TECHNICAL PROPOSAL To be included in final agreement June 9, 2020 Item #10 Page 273 of 286 EXHIBIT G2: COST BASIS FOR PROPOSAL To be included in final agreement June 9, 2020 Item #10 Page 274 of 286 EXHIBIT G3: INITIAL RATES FOR COLLECTION SERVICES To be included in final agreement June 9, 2020 Item #10 Page 275 of 286 EXHIBIT G4: IMPLEMENTATION PLAN AND SCHEDULE To be included in final agreement June 9, 2020 Item #10 Page 276 of 286 EXHIBIT G5: APPROVED SUBCONTRACTORS To be included in final agreement June 9, 2020 Item #10 Page 277 of 286 In accordance with Section 3.3 of the Agreement, the City has approved the following Subcontractors to manage the specified services and otherwise assist the Contractor in the performance of the requirements of this Agreement. Approved Facility or Subcontractor Services June 9, 2020 Item #10 Page 278 of 286 This page intentionally left blank June 9, 2020 Item #10 Page 279 of 286 EXHIBIT H: ANTICIPATED REQUIRED POSITIONS To be included in final agreement June 9, 2020 Item #10 Page 280 of 286 Exhibit H will be updated before execution of the Agreement Positions detailed in this Exhibit H are the maximum anticipated positions needed for the provision of Recycling, Organics, and Solid Waste Collection Services and other related services in the City. Table 1 represents management positions, classified as salary, exempt. For positions where the employee has been identified, the name is listed. Table 2 represents non-management positions, classified as hourly, non-exempt. Contractor will be hiring for these positions as per Section 5.6.B of the Agreement. Table 1: Management Positions Position Name Classification FTE Management, Exempt Management, Exempt Management, Exempt Management, Exempt Management, Exempt Management, Exempt Management, Exempt Management, Exempt Management, Exempt Management, Exempt Total Management Positions Table 2: Non-Management Positions Position Name Classification FTE Non-Management, Non-Exempt Non-Management, Non-Exempt Non-Management, Non-Exempt Non-Management, Non-Exempt Non-Management, Non-Exempt Non-Management, Non-Exempt Non-Management, Non-Exempt Non-Management, Non-Exempt Non-Management, Non-Exempt Non-Management, Non-Exempt Non-Management, Non-Exempt Non-Management, Non-Exempt Non-Management, Non-Exempt Total Non-Management Positions June 9, 2020 Item #10 Page 281 of 286 This page intentionally left blank June 9, 2020 Item #10 Page 282 of 286 EXHIBIT I: ENVIRONMENTALLY PREFERABLE PURCHASING POLICY To be included in final agreement June 9, 2020 Item #10 Page 283 of 286 ATTACHMENT 8 PROPOSER’S STATEMENT OF COMPLIANCE WITH CITY OF CARLSBAD’S INSURANCE REQUIREMENTS (Please see Contract, Section 10) The Proposer must attach either of the following items to this page, and submit with his/her proposal: 1) Certificates of insurance showing conformance with the city’s contract insurance requirements herein for: Comprehensive General Liability – $10,000,000 combined single limit per occurrence for bodily injury, personal injury, and property damage. Automobile Liability – $10,000,000 combined single limit per accident for bodily injury and property damage (include coverage for Hired and Non-owned vehicles). Workers’ Compensation – Statutory Limits/Employers’ Liability- $1,000,000/accident for bodily injury or disease. Employee Blanket Fidelity Bond – $500,000 per employee loss covering dishonesty, forgery, alteration, theft, disappearance, and destruction (inside or outside). OR 2) Statement with an insurance carrier’s notarized signature stating that the carrier can, and upon payment of fees and/or premiums by the Consultant, will issue to the Consultant policies of insurance for Comprehensive General Liability, Automobile Liability, Workers’ Compensation and Employer’s Blanket Fidelity Bond in conformance with the requirements herein and Certificates of Insurance to the city showing conformance with the requirements herein. All certificates of insurance and statements of willingness to issue insurance for auto policies offered to meet the specification of this contract must: 1) Meet the conditions stated in the included contract for each insurance company that the Consultant proposes. 2) Cover any vehicle used in the performance of the contract, used onsite or offsite, whether owned, non-owned or hired, and whether scheduled or non-scheduled. The auto insurance certificate must state the coverage is for "any auto" and cannot be limited in any manner. Within ten (10) working days after city’s notification of award of contract to Proposer all required insurance documents must be submitted to Contract Administration. Proposer ‘s failure to provide the city-required insurance certificates showing specified coverage within this time frame may be cause for the contract award to be rescinded at the city’s sole discretion. _____________________________________ Proposer’s Acknowledgement (signature) June 9, 2020 Item #10 Page 284 of 286 EXAMPLERESOLUTION NO. 2019-04RESOLUTION OF THE WEST VALLEY SOLID WASTE MANAGEMENT AUTHORITY ADOPTING A CODE OF CONDUCT FOR THE 2019/2020 DISPOSAL PROCUREMENT PROCESS Whereas, the Authority is a joint powers authority between the Cities of Campbell, Monte Sereno and Saratoga and the Town of Los Gatos (“Member Agencies”); Whereas, the Board Members of the Authority are obligated to comply with the Political Reform Act of 1974 (“PRA”) to control conflicts of interests through, among other things, disclosure of financial interests; Whereas, the West Valley Solid Waste Management Authority (“Authority”) is in the process of requesting and receiving proposals for the disposal of solid waste within the jurisdiction of the Authority (“Procurement Process”); and Whereas, the Board of Directors of the Authority desires to maintain a professional process freefrom any undue influence and the appearance of impropriety by complying with the PRA and adopting additional regulations regarding the Procurement Process. THEREFORE, the West Valley Solid Waste Management Authority hereby adopts the Code of Conduct for the Procurement Process attached hereto as Appendix A. Regularly adopted and passed this 30th day of May, 2019, by the following vote: AYES: NOES: ABSENT: APPROVED: __________________________ Paul Resnikoff, Chairperson ATTEST: _______________________________ Marva M. Sheehan, Executive Director EXHIBIT 2 June 9, 2020 Item #10 Page 285 of 286 EXAMPLEAPPENDIX A WEST VALLEY SOLID WASTE MANAGEMENT AUTHORITY CODE OF CONDUCT FOR PROCUREMENT PROCESS POTENTIAL CONFLICT OF INTEREST. Each Board Member shall inform the Executive Director of the Authority and each elected official of the Member Agencies ("Elected Official") shall inform the staff of his or her Member Agency of any potential conflicts of interest regarding potential proposers for solid waste services for the Authority ("Potential Proposers"). Information regarding potential conflicts shall be provided within 10 days of the Board Member or Elected Official learning of the potential conflict. CONTRIBUTIONS. No Board Member or Elected Official shall accept any contributions by Potential Proposers from the date of adoption of this code from May 30, 2019 until the procurement is finalized and a new contract executed. Each Board Member and Elected Official shall disclose all past contributions from Potential Proposers to the Executive Director of the Authority. PROHIBITED CONTACTS. No Board Member or Elected Official shall have non-public meetings or conversations with Potential Proposers from the date of adoption of this code until the procurement is finalized and a new contract is executed regarding the Procurement Process or any matters involving the Potential Proposers. However, this section shall not prohibit Board Members and elected officials from meeting with Potential Proposers for purely social reasons. All Board Members and Elected Officials shall refer any questions regarding the Procurement Process to the Executive Director of the Authority. Board Members and Elected Officials shall disclose to the Executive Director of the Authority any non-public meetings or conversations with Potential Proposers regarding the Procurement Process which occurred prior to the adoption of this code. A "non-public" meeting is any meeting that has not been called and held in accordance with the Brown Act. June 9, 2020 Item #10 Page 286 of 286 All Receive -Agenda Item # __lQ_ For the Information of the: CITY COUNCIL· Date ~ CA ~ cc ~ CM ::!_ ACM ~ DCM (3) ~ June 9, 2020 Council Memorandum · {cityof Carlsbad To: Honorable Mayor Hall and Members of the City Council From: Paz Gomez, Deputy City Manager, Public Works • Geoff Patnoe, Assistant City Manager ij Via: Re: Additional Information Related to Sta'in(eport Item No. 10 -Sustainable Materials Management Update on Solid Waste Franchise Agreements for Collection, Processing and Disposal Services This memorandum provides additional information in response to a question asked during Council briefings related to solid waste rates of other North County cities for the June 9, 2020 City Council Meeting Item No. 10 -Sustainable Materials Management Update on Solid Waste Franchise Agreements for Collection, Processing and Disposal Services. The table below contains proposed rates for other North County cities for fiscal year 2020-21. Residential Trash Franchise City Service hauler (64-or 96- gallon cart) WM City of Carlsbad $23.88 WM City of Del Mar $23.35 WM City of Oceanside $22.84 EDCO City of Encinitas . $22.15 EDCO City of Escondido $21.61 EDCO City of Poway $22.78 EDCO City of San Marcos $23.61 EDCO City of Solana $24.32 Beach EDCO City of Vista $22.57 . cc: Scott Chadwick, City Manager Celia Brewer, City Attorney James Wood, Environmental Manager Public Works Branch Environmental Management Department Residential Trash Service (35-gallon cart) $21.77 $16.60 $20.17 $14.50 Not applicable $15.73 Not available $23.44 $19.06 1635 Faraday Ave I Carlsbad, CA 92008 I 760-602-2730 t Commercial Commercial Trash Service-Recycling one pick-up Service- one pick-up per week (3-yard bin) per week (3-yard bin) $115.86 $84.10 $126.96 $40.56 $118.21 $58.40 $110.40 $107.22 $111.56 $57.79 $116.43 $43.57 $121.47 $49.77 $121.12 $64.15 $122.07 Not available Tammy Cloud-McMinn All Receive -Agenda Item# / 0 For the Information of the: From: Lisa Rodman <lisa@aguahedionda.org> Sent: · Monday, June 8, 2020 10:01 AM City Clerk To: Subject: #10. SUSTAINABLE MATERIALS MANAGEMENT UPDATE ON SOLID WASTE FRANCHISE AGREEMENTS FOR COLLECTION, PROCESSING AND DISPOSAL SERVICES Dear Esteemed Council: Waste Management (WM} has been Agua Hedionda Lagoon Foundations service provider for 10 +years . I've been at the foundation for 10 years and they were here before me. WM has provided excellent service and their drivers are professional and friendly. Anytime we pick up the phone with a question or need they respond so quickly and efficiently. Today is no exception. We are asking for a new dumpster after the Red Algae choked out so many fish and we cleaned up 30 trash bags full of fish and left the dumpster spoiled. They've actively supported the foundations work in many ways. They have been a part of our community events and lend a hand wherever and whenever possible. They know our needs and they know this community. If there is a change certainly a company that has been serving Carlsbad for 35 years should have an opportunity to renegotiate a contract. Please consider working with our current trash provider that has served us so well in the past. Building this relationship took time and it would seem prudent to make sure there is an opportunity for them to continue here in Carlsbad. Thank you for taking the time to listen our concerns, Lisa Rodman Chief Executive Officer Agua Hedionda Lagoon Foundation ~ Discovery Center 1580 Cannon Road Carlsbad CA 92008 Office 760.804.1969 Cell 760.271.1356 www.aguahedionda.org our MeV1.-tbers. Mf;lR.e Lt t-tf;l:p:pe~ -ceLebrf;lHvyg 30 bjef;lrs.! CAUTION: Do not open attachments or click on links unless you recognize the sender and know the content is safe. 1 Tammy Cloud-McMinn From: Sent: To: Subject: Marta Hall <martahall888@gmail.com> Monday, June 8, 2020 11 :08 AM City Clerk Waste Management Dear Mayor and Councilmembers, All Receive -Agenda Item#/ 0 For the Information of the: CIJY COUNCIL Date (jJj___:___ CA v CC v CM ~CM ..-OCM (3) ✓ I am writing to you to please give Waste Management a chance to keep our community free of waste, recycling etc!!! Waste Management has been our service provider for over 35 years in the City of Carlsbad. They provide excellent service . Drivers are professional and friendly and go out of their way to be courteous and helpful. I find them easy to work with and whenever I have had to contact them they are helpful and reso.lve my issue promptly. Great customer service! I am questioning why the city is considering looking for another company who doesn't know our city and has not invested in it like Waste Management. The City should try and work with them to renew the contract before opening it up to other haulers who don't have the experience in Carlsbad like Waste Management does. PS I am a member of Soroptimist and Waste Management has been a great supporter of women and girls in our community! They also support the concerts in the park, which I attend on a regular basis, and the Agua Hedionda Lagoon Discovery Center, another place I visit regularly. Marta Hall Coldwell Banker Carlsbad CA DRE License# 00598173 Cell (760)809-7131 Fax (760)804-8222 martahall888@gmail.com 1 Mayor, city council members, All Receive -Agenda Item # .i{) For the Information of the: • Cl"f'ti COUNCIL Date .!LJ._:j__ CA v""CC V-- CM ..,..--ACM ......--DCM (3)_.......------ Tonight you're hearing about the start of the proposal process for solid and organic waste collection, processing and disposal services. It is my understanding that previous agreements have precluded the diversion of waste from the contracted stream. You will be soon deciding upon agreements with companies to collect and process organic wastes not just from commercial enterprises but also from residences. As you consider the next set of proposals I would suggest that any agreements include the ability for neighborhoods to process their own organic wastes. Why do this? I can think of a number of reasons. First, it reduces transportation costs and, thereby, greenhouse gas emissions. Second, the benefits, mature compost, is available for neighbors. This better connects our residents with nutrient cycles and their connection to the natural world. And third, it builds a better sense of community. It's a great model for sustainability, one of Carlsbad's core values. A year ago when the Sustainable Materials Management Plan was brought before you for approval, I suggested you institute a pilot neighbor composting program similar to what the Solana Center in Encinitas does to engage its residents and divert organic waste. Not wanting to wait years for the city to act, a few of my neighbors and I in the last few months have set up our own program. We will shortly be harvesting our first compost. The city needs to be aspirational and consider ways of engaging our residents in solving some of our problems allowing the city to become a better leader in sustainability. Thank you. Paige DeCino Carlsbad Tammy Cloud-McMinn From: Sent: To: Subject: All Receive -Agenda Item # J..O For the Information of the: Date CA v CC ✓ "tl!i..911 DI GIi Bret Schanzenbach <Bret@carlsbad.org> CM_..,-ACM ~CM (3) -- Tuesday, June 9, 2020 1 :37 PM City Clerk #10. SUSTAINABLE MATERIALS MANAGEMENT UPDATE ON SOLID WASTE FRANCHISE AGREEMENTS FOR COLLECTION, PROCESSING AND DISPOSAL SERVICES Dear Mayor Hall and Council members, Thank you for your time today. My name is Bret Schanzenbach and I am the President and CEO of the Carlsbad Chamber. We would like to encourage you to engage Waste Management in a discussion about the City of Carlsbad's future waste needs before going to a full RFP. Waste Management has served our community for nearly 40 years and has been a great community partner. They have supported the community, businesses, and nonprofit organizations. They have also evolved and innovated as sustainable principles and requirements have developed. They are a great asset to the community in Carlsbad and their years of service are meaningful. With that, we request that Waste Management be given the first opportunity to meet with staff and discuss the city's future needs. Respectfully, Bret Schanzenbach President & CEO Carlsbad Chamber of Commerce CAUTION: Do not open attachments or click on links unless you recognize the sender and know the content . is safe. 1 ORGANICS, RECYCLING, AND SOLID WASTE COLLECTION & PROCESSING SERVICES PROCUREMENT PROCESS OVERVIEW City of Carlsbad City Council June 9, 2020 1 AGENDA Background Regulatory Drivers Collection Contract Transfer Station Contract Stakeholder Input Process Integrity 2 CURRENT SOLID WASTE SYSTEM 3 Palomar Transfer Station Agreement Exp: June 2022 Lease Exp: May 2027 Coast Waste Management [Collection & Recycling] Exp: 6/30/2022 Landfill Disposal Green Waste ProcessingOrange MRF Recyclables Processing Delivers Solid Waste & Green Waste w ® WASTE MANAGEMENT w ® WASTE MANAGEMENT {city of Carlsbad t::c,R'"TJ ~i\ REPUBLIC SERVICES tfcRT- ~i\ REPUBLIC SERVICES REGULATIONS AFFECTING SCOPE Regulations considered during negotiation process: AB 939 AB 341 AB 1826 (CalRecycle Letter of Concern, March 2019) AB 1594 SB 1383 Carlsbad’s Sustainable Materials Management Plan NPDES Storm Water Permit Compliance 4 SB 1383 OVERVIEW Ordinances Mandatory organics, food recovery, and enforcement ordinances. Edible Food Recovery Collaboration among commercial edible food generators, food recovery organizations, and the City. Collection & Processing Mandatory organic collection and transportation to appropriate recovery facilities. Monitoring & Enforcement Contamination monitoring procedures and enforcing non- compliance. Product Procurement City’s organic waste procurement practices meets state-set quotas. Education & Outreach Public education materials, including the benefits of organics recycling. 5 Record Keeping & Reporting Gather and submit reports to CalRecycle on initial and continuing compliance r:tq) ~ COLLECTION PROCUREMENT APPROACH 6 Conduct Competitive RFP for Services Assures City Council of “Best Value” in uncertain times Provides greatest flexibility on SB 1383 (substantial effort) Separate proposals/agreement for organics processing Adequate time remaining on current contract to do RFP Proposals Requested Base Proposal –Nearly Identical to Current System SB 1383 Proposal –Mandatory Recycling/Organics Alternative Proposals –10 “A la Carte” program options Organics Processing Proposal –Separate from Collection COLLECTION CONTRACT SINGLE FAMILY SERVICES Single family homes and multi-family complexes < 5 Units Organics Mandatory Sizes: 32-, 64 -, 96 gal Frequency: weekly Up to 2 Additional carts at no charge Recycling Mandatory Sizes: 32-, 64 -, 96 gal Frequency: weekly Up to 2 Additional carts at no charge Household Batteries OCC/bundle boxes Used Oil & Filter(s) Cooking Oil Collection Solid Waste Mandatory Sizes: 32-, 64 -, 96 gal Frequency: weekly Volume -Based Rates Additional Carts for $ Food Waste Mandatory Sizes: 32-, 64 -gal Compostable bags to collect food Indicates new feature Alternate Proposal 7 ~--·-·-·-· -. -I • - • = -. -. -·-·-·-· I -. -.. .. .. COLLECTION CONTRACT MULTI-FAMILY SERVICES Multi-family complexes with 5 or more units Organics Mandatory Sizes: 32-, 64 -, 96 gal 1-4 cubic yards Frequency: at least 1/wk, up to 6/wk Push/pull of containers, up to 25 ft at no charge Recycling Mandatory Sizes: 32-, 64 -, 96 gal 1-6 cubic yards, 3 cubic yard split bin Frequency: at least 1/wk, up to 6/wk Push/pull of containers, up to 25 ft at no charge Solid Waste Mandatory Sizes: 32-, 64 -, 96 gal 1-6 cubic yards, 3 cubic yard split bin Frequency: at least 1/wk, no more than 3/wk Push/pull of containers, up to 25 ft at no charge Food Waste 4-cart option Sizes: 32-, 64 -gal 1-2 cubic yards Compostable bags for food Alternate Proposal Indicates new feature 8 .. .. .. .. .. .. ~·-·-·-·-·-·-· I ·-·-·-·-·-·-·~ COLLECTION CONTRACT RESIDENTIAL EXTRA SERVICES Holiday tree pickup ADA valet service (SF only) Bulk Mulch/Compost (2,000 CY/yr) Compost Give-a-way (1000 CY/yr) Revised on-call bulky item collection (up to 3/yr) On-call E-waste collection (up to 3/yr) Sharps waste collection (up to 10/yr) Shredding events (up to 2/yr) Pharmaceutical collection event (up to 2/yr) Container cleaning 1x per year Indicates new feature 9 COLLECTION CONTRACT COMMERCIAL SERVICES Commercial Businesses Organics Mandatory Sizes: 32-, 64 -, 96 gal 1-2-cubic yards Frequency: 1 -6/wk Push/pull of containers, up to 25 ft at no charge Recycling Mandatory Sizes: 32-, 64 -, 96 gal 1-6 cubic yards, 3 cubic yard split bin 7-, 20 -, 30-, and 40-cubic yard drop box Frequency: 1 -6/wk Push/pull of containers, up to 25 ft at no charge Solid Waste Mandatory Sizes: 32-, 64 -, 96 gal 1-6 cubic yards, 7-, 20-, 30 -, and 40- cubic yard drop box Frequency: at least 1/wk, No more than 3/wk Push/pull of containers, up to 25 ft at no charge Food Waste 4-cart option Sizes: 32-, 64 -gal 1-2 cubic yards Compostable bags for food Alternate Proposal Indicates new feature 10 = .. .. .. .. ~·-·-. ·-·-·-. -. . -. -. -. -. . -. -. ~ COLLECTION CONTRACT TERMS Modernized, State-of-the-Industry Agreement Structure Duration: 10 years w/ City’s option to extend for 5 years Enhanced local customer service function Modernized, flexible education & outreach program Expanded recordkeeping & reporting for SB 1383 Contractor responsible for recyclables processing City direction or integration of organics processing Continue delivery of material to Palomar Transfer Station 11 COLLECTION CONTRACT COMPENSATION AND RATES Hauler compensation approach: Annual index adjustment Annual multi-index adjustment Cost-based review for change in law/scope City Reimbursements Franchise fee: Historically @ 7.5% of Gross Receipts AB 939/SB 1383 fee: 2% of Gross Receipts Storm water fee: set by City, not subject to franchise fee Option to transition all billing to Contractor 12 COLLECTION RFP PROCESS & SCHEDULE 13 Activity Target Completion Date Release RFP for Collection and Processing Services Mid June 2020 Conduct community/stakeholder outreach September 2020 Receive proposals September 2020 Evaluate proposals November 2020 Negotiate franchise with finalist(s)December 2020 Present recommended contract to City Council February 2021 Preparation for implementation of approved contract Feb-Dec 2021 Implementation of services to customers January –June 2022 PALOMAR TRANSFER STATION CONTRACT BACKGROUND Current Transfer/Disposal Agreement Term: July 1, 2012 –June 30, 2022 Current Lease Term: June 1, 2002 –May 31, 2027 Diversion Requirement: 2% (not currently being achieved) Current Services: Transfer and Transport of Solid Waste Disposal of Solid Waste in Permitted Landfill Transfer and Transport of Yard Trimmings (potential removal depending on collection) 3rd Party Processing of Yard Trimmings (potential removal depending on collection) Desired New Services: PTS to operate recycling drop-off and buy-back (transitioned from collection) Increased recovery of C&D and organics (SB 1383 compliance) 14 PALOMAR TRANSFER STATION CONTRACT PROCESS & SCHEDULE 15 Activity Target Completion Date Negotiations with Republic August 2020 -May 2021 Presentation of agreement for City Council approval July 2021 Potential early start of services January 2022 Start of extended term July 2022 PROCUREMENT PROCESS INTEGRITY POLICY Goals: Protect integrity of communications in RFP/negotiations process. Protect City Council and individual members from liability related to negotiations Ensure consistency and accuracy of communication with potential contractors Applicability: Communications between Council members and proposers (and their representatives) Collection & Organics Processing RFP Negotiation of PTS Extension Approved Communication: Designated staff representative in RFP/negotiations process With the Council or other Staff at open public meeting With staff members any organized staff meetings with prospective proposers. Limitations: Only those conversations that relate to the procurement process or provision of services. It is not intended to apply to casual social communications or other communications unrelated to provision of future services or the procurement process. 16 SUSTAINABLE MATERIALS MANAGEMENT SYSTEM CHANGES STAKEHOLDER ENGAGEMENT Customer survey of services, programs, and rates Council briefings and workshops (as needed) Community meetings (virtual, if needed) Targeted meetings with businesses, multi-family complexes, and restaurants impacted by changes 17 NEXT STEPS Issuance of RFP for recycling, organics, and solid waste collection and organics processing. Staff to negotiate with Republic Services to extend operating agreement to be coterminous with the lease agreement for PTS and make minor service realignments to match collection system. Consider implementation of communication policy between potential contractors and Council. 18 Questions? 19