HomeMy WebLinkAboutReso 14-26 Approving an Agreement with Alameda County Industries, LLC Recyclables ProcessingRESOLUTION NO. 14– 26
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING AN AGREEMENT WITH ALAMEDA COUNTY INDUSTRIES, LLC FOR RECYCLABLES
PROCESSING SERVICES
WHEREAS, on January 12, 2005, the City of Dublin entered into a Collection Service Agreement with
Amador Valley Industries, LLC (AVI); and
WHEREAS, on September 10, 2020, the City and AVI executed an Amended and Restated
Collection Service Agreement that consolidates the five previously negotiated amendments and
extended the term of the Agreement to June 30, 2035; and
WHEREAS, on August 20, 2025, the City Council approved the assignment of AVI to Livermore
Sanitation, Inc. (LSI) and authorized the execution of a new Amended and Restated Collection Service
Agreement with AVI that included the incorporation of mitigation measures identified during the
assignment review; and
WHEREAS, AVI, now owned by LSI, does not have a formal agreement for processing of
recyclable materials collected in the City of Dublin; and
WHEREAS, pursuant to California Public Resources Code Section 40059, a local governmental
agency is authorized to determine all aspects of solid waste handling that are of local concern, whether
the services are to be provided by means of nonexclusive franchise, contract, license, permit, or
otherwise, either with or without competitive bidding; and
WHEREAS, recyclables processing services are an aspect of solid waste handling; and
WHEREAS, to protect the public health, safety, and well-being of the residents and businesses in
Dublin, the City desires to enter into an agreement for recyclables processing services with a qualified
Contractor to provide for the processing of recyclable materials collected within the City of Dublin; and
WHEREAS, Alameda County Industries, LLC, is the entity that currently processes recyclable
materials collected within the City of Dublin; and
WHEREAS, the City determined that entering into a sole source agreement with Alameda
County Industries, LLC, ensures operational continuity and cost effectiveness, and utilizes a processing
facility in close geographic proximity to the City; and
WHEREAS, based on the proposal provided by Alameda County Industries, LLC, the City has
found and determined that the demonstrated experience, reputation, and reasonable and competitive
costs provided by Alameda County Industries, LLC, is best able to provide recyclables processing
services in accordance with Applicable Law.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby
approve the Agreement with Alameda County Industries, LLC, for Recyclables Processing Services,
attached hereto as Exhibit A.
Reso. No. 14-26, Item 5.3 Adopted 03/24/2026 Page 1 of 2
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BE IT FURTHER RESOLVED that the City Manager, or designee, is authorized to execute the
Agreement, attached hereto as Exhibit A, and make any necessary, non-substantive changes to carry
out the intent of the Resolution.
PASSED, APPROVED AND ADOPTED BY the City Council of the City of Dublin, on this 24th day of
March 2026, by the following vote:
AYES: Councilmembers Josey, McCorriston, Morada, Qaadri and Mayor Hu
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
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AGREEMENT
BETWEEN
CITY OF DUBLIN
AND
ALAMEDA COUNTY INDUSTRIES, LLC
FOR
RECYCLABLES PROCESSING SERVICES
MARCH 2026
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TABLE OF CONTENTS
RECITALS ...................................................................................................................... 1
ARTICLE 1. GRANT AND ACCEPTANCE OF EXCLUSIVE RIGHTS ........................... 2
1.1 Grant and Acceptance of Exclusive Rights ....................................................... 2
1.2 Scope Limitations and Exclusions ..................................................................... 2
1.3 Obligations of Parties ........................................................................................ 4
ARTICLE 2. TERM OF AGREEMENT ............................................................................ 4
2.1 Term and Option to Extend ............................................................................... 4
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 Recyclable Materials Processing Facility............................... 7
3.3 Subcontracting .................................................................................................. 7
3.4 Responsibility for Materials ............................................................................... 7
3.5 City-Directed Changes to Scope ....................................................................... 7
3.6 No Tonnage Obligation or Limit on Waste Prevention ...................................... 9
3.7 Extended Producer Responsibility Programs .................................................... 9
ARTICLE 4. SCOPE OF SERVICES ............................................................................ 11
4.1 Approved Recyclable Materials Processing Facility ........................................ 11
4.2 City Delivered Materials Processing ............................................................... 12
4.3 Climate and Disaster Resiliency ..................................................................... 14
4.4 Material Marketing .......................................................................................... 15
4.5 Public Education and Outreach ....................................................................... 18
ARTICLE 5. STANDARD OF PERFORMANCE ........................................................... 19
5.1 General ........................................................................................................... 19
5.2 Operation Standards ....................................................................................... 19
5.3 Vehicle Requirements ..................................................................................... 26
5.4 Personnel ........................................................................................................ 26
5.5 Contract Management .................................................................................... 27
5.6 Diversion Metric .............................................................................................. 28
ARTICLE 6. RECORDKEEPING AND REPORTING ................................................... 28
6.1 Recordkeeping ................................................................................................ 28
6.2 Report Submittal Requirements ...................................................................... 29
6.3 Late and Incorrect Reports.............................................................................. 29
ARTICLE 7. CITY REIMBURSEMENTS ....................................................................... 30
7.1 City Right to Establish Fees ............................................................................ 30
7.2 Other Reimbursements ................................................................................... 30
7.3 Adjustment To Reimbursements ..................................................................... 30
7.4 Payment Schedule and Late Fees .................................................................. 30
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ARTICLE 8. CONTRACTOR’S COMPENSATION AND RATE SETTING ................... 31
8.1 General ........................................................................................................... 31
8.2 Remittances to Contractor .............................................................................. 31
8.3 Per-Ton Rates ................................................................................................. 32
8.4 Extraordinary Rate Adjustments ..................................................................... 43
ARTICLE 9. INDEMNITY, INSURANCE, AND PERFORMANCE BOND ..................... 46
9.1 Indemnification ................................................................................................ 46
9.2 Insurance ........................................................................................................ 49
9.3 Performance Bond .......................................................................................... 52
ARTICLE 10. DEFAULT AND REMEDIES ................................................................... 53
10.1 Events of Default ......................................................................................... 53
10.2 Right to Terminate Upon Event of Default ................................................... 55
10.3 City’s Remedies In the Event of Default ...................................................... 55
10.4 Possession of Records Upon Termination .................................................. 56
10.5 City's Remedies Cumulative; Specific Performance .................................... 56
10.6 Performance Standards and Liquidated Damages ...................................... 56
10.7 Excuse from Performance ........................................................................... 57
10.8 Right to Demand Assurances of Performance ............................................ 59
10.9 Dispute Resolution ...................................................................................... 59
10.10 Cooperation and Disputes Between Contractors ..................................... 59
10.11 Acts Necessary to Perform Service ......................................................... 60
ARTICLE 11. REPRESENTATIONS AND WARRANTIES OF THE PARTIES ............ 61
11.1 Contractor’s Corporate Status ..................................................................... 61
11.2 Contractor’s Corporate Authorization .......................................................... 61
11.3 Agreement Will Not Cause Breach .............................................................. 61
11.4 No Litigation ................................................................................................ 61
11.5 No Adverse Judicial Decisions .................................................................... 61
11.6 No Legal Prohibition .................................................................................... 62
11.7 Contractor’s Ability to Perform ..................................................................... 62
ARTICLE 12. OTHER AGREEMENTS OF THE PARTIES .......................................... 62
12.1 Relationship of Parties................................................................................. 62
12.2 Financial Interest ......................................................................................... 62
12.3 Prohibition Against Gifts .............................................................................. 62
12.4 Nondiscrimination ........................................................................................ 63
12.5 Compliance with Law................................................................................... 63
12.6 Governing Law ............................................................................................ 63
12.7 Jurisdiction .................................................................................................. 63
12.8 Binding on Successors ................................................................................ 63
12.9 Assignment .................................................................................................. 63
12.10 No Third Party Beneficiaries .................................................................... 65
12.11 Waiver...................................................................................................... 65
12.12 Notice Procedures ................................................................................... 65
12.13 Representatives of the Parties ................................................................. 66
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ARTICLE 13. MISCELLANEOUS AGREEMENTS....................................................... 66
13.1 Entire Agreement ........................................................................................ 66
13.2 Section Headings ........................................................................................ 66
13.3 References to Laws ..................................................................................... 66
13.4 Amendments ............................................................................................... 66
13.5 Severability .................................................................................................. 66
13.6 Counterparts ................................................................................................ 67
13.7 Exhibits ........................................................................................................ 67
LIST OF EXHIBITS
A. Definitions
B. Commodity Standards
C. Accepted Recyclable Materials
D. Reporting Requirements
E. Performance Bond
F. Performance Standards and Liquidated Damages
G. Contractor’s Initial Rates and Costs
H. Contractor’s Recyclable Materials Residue and Material Characterization Study
I. Approved Subcontractors and Secondary Processing Facilities
J. Annual Vehicle Inventory
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AGREEMENT 1
BETWEEN 2
CITY OF DUBLIN 3
AND 4
ALAMEDA COUNTY INDUSTRIES, LLC 5
FOR RECYCLABLES PROCESSING SERVICES 6
THIS AGREEMENT is made and entered into as of ___________________, 2026 between the City of Dublin, 7
California, a political subdivision of the State of California (hereinafter “City”), and Alameda County 8
Industries, LLC, a California limited liability company (hereinafter referred to as the “Contractor”). 9
RECITALS 10
This Agreement is entered into with reference to the following facts and circumstances: 11
WHEREAS, the Legislature of the State, by enactment of AB 939 (California Public Resources Code Section 12
40000 et seq.), has declared that it is in the public interest to authorize and require local agencies to make 13
adequate provisions for Solid Waste services within their jurisdiction; and, 14
WHEREAS, the State has found and declared that the amount of refuse generated in California, along with 15
diminishing Disposal capacity, potential adverse environmental impacts from landfilling, and the need to 16
conserve natural resources, has created an urgent need for State and local agencies to enact and 17
implement an aggressive integrated waste management program. The State has, through enactment of 18
AB 939 and subsequent related legislation, including, but not limited to: AB 341, AB 2176, SB 1016 19
(Chapter 343, Statutes of 2008 [Wiggins, SB 1016]), AB 1826, SB 1383, AB 1594, AB 1201, SB 343, and SB 20
54, directed the responsible State agency, and all local agencies, to promote Diversion and maximize the 21
use of feasible waste reduction, reuse, and Recycling options in order to reduce the amount of refuse that 22
must be Disposed; and, 23
WHEREAS, pursuant to California Public Resources Code Section 40059(a)(2), the City has determined that 24
public health, safety, and wellbeing require that an exclusive right be awarded to a qualified Contractor 25
to provide for the Processing of Recyclable Materials and other services related to meeting the City’s 26
economic and environmental goals; and, 27
WHEREAS, the City further declares its intent to approve and maintain reasonable Rates for the Processing 28
of Recyclable Materials; and, 29
WHEREAS, the City desires, having determined that Contractor, by demonstrated experience, reputation, 30
and capacity, is qualified to provide for the Processing of Recyclable Materials generated within the 31
corporate limits of the City, that Contractor be engaged to perform such services on the basis set forth in 32
this Agreement; and, 33
WHEREAS, the City and Contractor have attempted to address conditions affecting their performance of 34
services under this Agreement but recognize that reasonably unanticipated conditions may occur during 35
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the Term of this Agreement that will require the Parties to meet and confer to reasonably respond to such 36
changed conditions; and, 37
WHEREAS, under Municipal Code Chapter 5.32, the City may enter into a contract for the Processing 38
and/or Disposal of all refuse in and from the City and the collection of Rates therefore, and the City Council 39
is authorized to enter into such contract with any terms it deems necessary to protect the best interests 40
of the City. 41
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained in this 42
Agreement and for other good and valuable consideration, the Parties agree as follows: 43
ARTICLE 1. 44
GRANT AND ACCEPTANCE OF EXCLUSIVE 45
RIGHTS 46
1.1 GRANT AND ACCEPTANCE OF EXCLUSIVE RIGHTS 47
By the signing of this Agreement, the City grants to Contractor and Contractor accepts an exclusive right 48
to Process and Dispose of all City Delivered Materials, including the exclusive rights and responsibilities to 49
market Recyclable Materials recovered during Processing. In accordance with the Collection Agreement, 50
the City will direct City Delivered Materials to Contractor per this Agreement. It shall be the sole 51
responsibility of Collection Contractor to arrange and pay for any and all services provided at the Approved 52
Transfer Facility and by the Approved Transport Contractor. Contractor shall not be obligated to Accept 53
Recyclable Materials from Self-Haulers or any Person other than the Collection Contractor and the 54
Approved Transport Contractor. The rights granted to Contractor shall be for the scope of services 55
described in this Agreement, except where otherwise precluded by Federal, State, and local laws and 56
regulations. 57
This Agreement and scope of these exclusive rights shall be interpreted to be consistent with Applicable 58
Law, now and during the Term of the Agreement. If future judicial interpretations of current laws or new 59
laws, regulations, or judicial interpretations limit the City’s ability to lawfully contract for the scope of 60
services of this Agreement, in the manner consistent with all provisions as specifically set forth herein, 61
Contractor agrees that the scope of the Agreement will be limited to those services and materials that 62
may be lawfully included herein, and that the City shall not be responsible for any lost profits or losses 63
claimed by Contractor to arise out of such limitations to the scope or provisions of the Agreement set 64
forth herein. In such an event, it shall be the responsibility of Contractor to minimize the financial impact 65
of such future judicial interpretations or new laws, and Contractor may meet and confer with the City and 66
may petition for an extraordinary Rate adjustment, pursuant to Section 8.4. 67
1.2 SCOPE LIMITATIONS AND EXCLUSIONS 68
Except as otherwise provided in this Agreement, Contractor is herein granted an exclusive right to provide 69
Recyclables Processing Services with respect to City Delivered Materials within the City Service Area. The 70
award of this Agreement shall not preclude the categories of Recyclable Materials listed below from being 71
Collected by Persons other than the Collection Contractor and Accepted, Transferred, Transported, 72
Processed, or Disposed by Persons other than Contractor, provided that nothing in this Agreement is 73
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intended to or shall be construed to excuse any Person from obtaining any authorization from the City 74
that is otherwise required by law: 75
A.Recyclable Materials or Large Items that are source separated (as defined in Municipal Code Chapter76
5.32.040) from Solid Waste by Generators, for which the Generator sells or is otherwise77
compensated by a collector in a manner resulting in a net payment to the Generator when such78
collector is permitted under Chapter 5.32 of the Municipal Code.79
B.Recyclable Materials or Large Items that are removed from any Generator’s Premises and80
Transported personally by the Owner or Occupant of such Premises (or by such Owner or81
Occupant’s full-time employees) to a Processing Facility or Disposal Facility, as allowed in Chapter82
5.32.105 of the Municipal Code.83
C.Recyclable Materials or Large Items that are Source Separated at any Premises by the Generator84
and donated to youth, civic, or charitable organizations.85
D.Containers delivered for Recycling under the California Beverage Container Recycling Litter86
Reduction Act, Section 14500 et seq.87
E.Materials that are not defined herein as Recyclable Materials but that are collected for Recycling by88
a collector who is permitted pursuant to Chapter 5.32 of the Municipal Code.89
F.Large Items removed from a Premises by a property cleanup or maintenance company as an90
incidental part of the total cleanup or maintenance service offered by the company rather than as91
a hauling service.92
G.Animal waste and remains from slaughterhouse or butcher shops for use as tallow.93
H.Byproducts of sewage treatment, including Sludge, ash, grit, and screenings.94
I.Hazardous Waste and Designated Waste, regardless of its source.95
J.Residential waste, Commercial waste, City waste, or Recyclable Materials that are removed from a96
Premises by a company through the performance of a service that the Collection Contractor has97
elected not to provide.98
K.The collection and removal of C&D Debris in accordance with Chapter 5.32.130 of the Municipal99
Code.100
L.The Collection and removal of Recyclable Materials or other materials from Containers placed in101
City parks which shall be Collected by the City or a designated contractor of the City.102
M.Other Persons may Accept, Transfer, Transport, Process, Divert, and/or Dispose of Recyclable103
Materials and/or materials covered by Extended Producer Responsibility Programs that require104
special handling or unique Processing services that are not currently provided by Contractor, subject105
to the provisions of the Collection Agreement.106
If Contractor can produce evidence that other Persons are providing Recyclables Processing Services in a 107
manner that is not consistent with this Agreement or the City’s Municipal Code or this Agreement, it shall 108
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report the location, name, and phone number of the Person or company to the City Representative along 109
with Contractor’s evidence. In such case, the City may notify the Person providing service in violation of 110
Contractor’s rights under this Agreement, and Contractor shall have the right to take legal action to 111
enforce its rights under this Agreement. Notwithstanding any other provision in this Agreement, the City 112
shall not direct Collection Contractor to deliver Recyclable Materials Collected by Collection Contractor 113
under the Collection Agreement to a facility other than the Approved Recyclable Materials Processing 114
Facility, or the Approved Transfer Facility for further Transportation by the Approved Transport Contractor 115
to the Approved Recyclable Materials Processing Facility, in either case without the prior written consent 116
of Contractor, except to the extent that the City is required to do so under Applicable Law. 117
1.3 OBLIGATIONS OF PARTIES 118
In addition to the specific performance required under the Agreement, the City and Contractor shall: 119
A. Provide timely notice to one another of a perceived failure to perform any obligations under this 120
Agreement and access to information demonstrating the Party’s failure to perform. 121
B. Provide timely access to the City Representative and Contractor’s designated representative. 122
C. Provide complete and timely responses to requests of the other Party. 123
D. Provide timely notice of matters that may affect either Party’s ability to perform under the 124
Agreement. 125
ARTICLE 2. 126
TERM OF AGREEMENT 127
2.1 TERM AND OPTION TO EXTEND 128
The Term of this Agreement shall commence January 1, 2026 (“Commencement Date”) and continue in 129
full force for a period of nine (9) years and six (6) months, through and including June 30, 2035, unless the 130
Agreement is extended in accordance with this Section or terminated pursuant to Section 10.2. 131
At the City’s sole discretion, this Agreement may be extended one (1) time without amendment for a 132
period of up to two (2) years, through and including June 30, 2037. If the City desires to extend the 133
Agreement, the City shall provide Contractor with written notice of its decision to extend the Agreement 134
at least one (1) year before the expiration of the initial Term (on or before June 30, 2034). Such notice by 135
the City shall specify the duration of the extension. If the Term of this Agreement is extended at the City’s 136
sole option, the compensation provisions of Article 8 shall not be subject to negotiation. 137
Whether or not the City has exercised its right to extend as described in the paragraph above, from 138
February 1, 2034 through February 1, 2035, the City may offer Contractor in writing an extension of this 139
Agreement for a total of not more than ten (10) years. Contractor shall provide written notice to the City 140
as to whether Contractor accepts or rejects the City’s offer within twenty (20) Working Days of the date 141
of the offer. If Contractor fails to provide such notice to the City within said twenty (20) Working Days, the 142
City’s offer shall be deemed withdrawn and the City shall have no obligation to extend the Term of this 143
Agreement beyond June 30, 2035 or the expiration date resulting from the City’s extension pursuant to 144
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the preceding paragraph. If the Term of this Agreement is extended pursuant to this paragraph, the 145
compensation provisions of Article 8 shall be subject to negotiation. 146
Between the Effective Date and Commencement Date, Contractor shall perform all activities necessary to 147
prepare itself to start providing services required by this Agreement on the Commencement Date. 148
2.2 CONDITIONS TO EFFECTIVENESS OF AGREEMENT 149
The obligation of the City to permit this Agreement to become effective and perform its undertakings 150
provided for in this Agreement is subject to the satisfaction of all the conditions below, each of which may 151
be waived, in written form only, in whole or in part by the City. 152
A. Accuracy of Representations. Contractor’s representations and warranties made in Article 11 of 153
this Agreement are true and correct on and as of the Effective Date. 154
B. Furnishings of Insurance and Performance Bond. Contractor has furnished evidence of the 155
insurance and performance bond required by Article 9 that is satisfactory to the City. 156
C. Absence of Litigation. To the best of Contractor’s knowledge, after reasonable investigation, there 157
is no action, suit, proceeding, or investigation, at law or in equity, before or by any court or 158
governmental authority, commission, board, agency, or instrumentality decided, pending, or 159
threatened against Contractor wherein an unfavorable decision, ruling, or finding, in any single case 160
or in the aggregate, would: 161
1. Materially adversely affect the performance by Contractor of its obligations hereunder. 162
2. Adversely affect the validity or enforceability of this Agreement. 163
3. Materially adversely affect the financial condition of Contractor, or any surety or entity 164
guaranteeing Contractor’s performance under this Agreement. 165
D. Permits Furnished. Contractor has provided the City with copies of all permits necessary for 166
operation of the Approved Recyclable Materials Processing Facility owned or operated by 167
Contractor or any Subcontractor for use under the terms of this Agreement. 168
E. Legal Challenge. Contractor understands and acknowledges that the award of this Agreement may 169
be subject to: (1) review and repeal by the City’s citizens, through a referendum or similar petition, 170
and; (2) various types of legal and environmental challenges (such referenda, similar petitions, and 171
legal and environmental challenges shall be referred to collectively as “Legal Challenges”). 172
Accordingly, this Agreement shall not become effective until the City Manager or the City Manager’s 173
designee reasonably determines that: (i) any Legal Challenges that had been initiated as of the time 174
of such determination have been resolved in favor of the City’s award of this Agreement to 175
Contractor; and, (ii) the deadline to initiate any additional Legal Challenges has expired; provided, 176
however, that Contractor shall be entitled to rescind this Agreement upon thirty (30) calendar days’ 177
prior written notice to the City Manager, if such determination is not made within seventy-five (75) 178
calendar days after City Council approval of the Agreement. To the fullest extent permitted by law, 179
Contractor shall defend, indemnify, and hold the City, its Mayor, Council, officers, representatives, 180
agents, employees, and volunteers harmless against any and all liabilities, claims, losses, damages, 181
or expenses, including reasonable attorney’s fees and costs arising from any Legal Challenges. Such 182
indemnity obligation shall not exceed fifty thousand dollars ($50,000). In the event of any election 183
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regarding a Legal Challenge, the City shall meet and confer with Contractor to determine if the City 184
will hold an election on the Legal Challenge. Contractor shall have the option of asking the City not 185
to contest the Legal Challenge. If the City decides to conduct an election, Contractor shall reimburse 186
the City for its reasonable costs of doing so. 187
F. Directed Flow of Recyclable Materials. The City has entered into a franchise agreement (the 188
Collection Agreement) with the Collection Contractor for Collection of Recyclable Materials. To the 189
extent that such Recyclable Materials are Collected by the Collection Contractor, they will be 190
directed by the City, through that Collection Agreement, to the Approved Recyclable Materials 191
Processing Facility, or to the Approved Transfer Facility for further Transportation by the Approved 192
Transport Contractor to the Approved Recyclable Materials Processing Facility, as required under 193
this Agreement. It shall be the sole responsibility of the Collection Contractor to arrange and pay 194
for any and all services provided at the Approved Transfer Facility and by the Approved Transport 195
Contractor. 196
ARTICLE 3. 197
SCOPE OF AGREEMENT 198
3.1 SUMMARY SCOPE OF SERVICES 199
Contractor or its Subcontractor(s) shall be responsible for the following: 200
A. Receiving, Accepting, and safely and lawfully Processing, or as expressly permitted in Subsection 201
4.4.F and Subsection 5.2.2.B, Disposing, of City Delivered Materials at the Approved Facility(ies) in 202
accordance with Article 4 and Applicable Law. 203
B. Performing all other services required by this Agreement, including, but not limited to, billing, public 204
education, recordkeeping, and reporting, pursuant to Article 4, Article 5, Article 6, and Article 8. 205
C. Furnishing all labor, supervision, vehicles, Containers, other equipment, materials, supplies, and all 206
other items and services necessary to perform Contractor’s obligations under this Agreement. 207
D. Paying all expenses related to the provision of services required by this Agreement, including, but 208
not limited to, taxes, regulatory fees (including City Reimbursements), and utilities. 209
E. Performing or providing all services necessary to fulfill Contractor’s obligations in full accordance 210
with this Agreement and the performance standards contained within at all times, using best 211
industry practice for comparable operations. 212
F. Complying with all Applicable Laws. 213
The enumeration and specification of particular aspects of service, labor, or equipment requirements shall 214
not relieve Contractor of the duty to perform all other tasks and activities necessary to fulfill its obligations 215
under this Agreement, regardless of whether such requirements are enumerated elsewhere in the 216
Agreement, unless excused in accordance with Section 10.7. 217
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3.2 USE OF APPROVED RECYCLABLE MATERIALS PROCESSING FACILITY 218
Contractor, without constraint and as a free-market business decision in accepting this Agreement, agrees 219
to use the Approved Recyclable Materials Processing Facility for the purposes of performing Recyclables 220
Processing Services under this Agreement. Such decision by Contractor in no way constitutes a restraint 221
of trade, notwithstanding any Change in Law regarding flow control limitations or any definition thereof. 222
3.3 SUBCONTRACTING 223
Contractor is solely responsible for management and oversight of the activities of all Subcontractor (s). 224
Contractor shall be considered to be in breach or default should the activities of any Subcontractor(s) 225
constitute a breach or event of default under this Agreement. 226
Contractor shall not engage a Subcontractor(s) for Recyclables Processing Services without the prior 227
written consent of the City Representative, which may be granted in their sole discretion. As of the 228
Effective Date of this Agreement, the City has approved Contractor’s use of Subcontractor(s) identified in 229
Exhibit I. Following the Effective Date, if Contractor plans to engage any Affiliate as a Subcontractor in the 230
provision of services, Contractor shall provide the City Representative with thirty (30) calendar days’ 231
written notification of its plans and provide an explanation of any potential impacts related to the quality, 232
timeliness, or cost of providing services under this Agreement. Contractor shall require that all 233
Subcontractors: (i) file an insurance certificate with the City describing such Subcontractor’s insurance 234
coverage; and, (ii) name the City as an additional insured. The City Representative may waive or excuse 235
these insurance requirements in its sole discretion. Contractor shall require that all Subcontractors comply 236
with all material terms of this Agreement. 237
3.4 RESPONSIBILITY FOR MATERIALS 238
Once the Collection Contractor or the Approved Transport Contractor delivers or Transports Recyclable 239
Materials to Contractor at the Approved Recyclable Materials Processing Facility and the Recyclable 240
Materials are received and Accepted by Contractor, ownership and the right to possession of such 241
Recyclable Materials will transfer directly to Contractor from the Collection Contractor or the Approved 242
Transport Contractor, with the exception of Exempt Waste if Contractor can identify the Exempt Waste 243
pursuant to Subsection 5.2.2. Both benefits and liabilities resulting from ownership and possession will 244
accrue to Contractor. 245
3.5 CITY-DIRECTED CHANGES TO SCOPE 246
A. General. The City may direct Contractor to perform additional services (including, but not limited 247
to, the performance of additional Diversion activities and/or the use of facilities other than the 248
Approved Disposal Facility, Alternate Facility(ies), and Secondary Processing Facility(ies), excluding 249
replacement of the Approved Recyclable Material Processing Facility, which cannot be changed) or 250
Contractor may propose additional services. Per-Ton Rates will be increased or decreased, in 251
accordance with this Section, to give effect to these adjustments. Contractor shall not implement 252
any proposed service changes or additional services without the written approval of the City. 253
At any time during the Term of this Agreement, the City may solicit proposals from other Persons 254
for services not contemplated under this Agreement. In the event that contracting with other 255
Persons for such services will reduce Contractor’s Compensation under this Agreement, as 256
described in Article 8, Contractor shall be offered the opportunity to match any other Person’s 257
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proposed pricing and retain the added scope of services. However, nothing in this Agreement shall 258
prevent the City from contracting with other Persons in the event that Contractor is unable or 259
unwilling to provide such services at or below the cost proposed by the other Person. 260
B. Proposal for Modification of Services. Within thirty (30) Working Days of the City’s request for a 261
proposal, or at any time that Contractor chooses to propose additional services, Contractor shall 262
present its proposal to modify existing Recyclables Processing Services, unless an alternate schedule 263
is mutually agreed upon. A written proposal, at a minimum, shall contain a complete description of 264
the following: 265
1. Methodology to be employed (changes to equipment, labor needs, staffing, etc.). 266
2. Equipment to be utilized (equipment number, types, capacity, age, etc.). 267
3. Labor requirements (changes in number of employees by classification). 268
4. Provision for the program’s publicity, education, or marketing (if appropriate). 269
5. Estimate of the impact of the service modification (increased Diversion Tonnage, reduced 270
costs, increased public service, etc.). 271
6. Five- (5-) year projection of the financial results of the program’s operations in a balance sheet 272
and operating statement format, including documentation of the key assumptions underlying 273
the projections and the support for those assumptions, giving full effect to the additional 274
savings or costs to existing Recyclables Processing Services. 275
C. City’s Review. If the City does not review, comment on, and approve or disapprove of the 276
modification to the scope of services within ninety (90) Business Days of receiving Contractor’s 277
proposal, the proposal will be deemed disapproved. The City and Contractor may mutually agree to 278
extend the time period for review due to : (i) the complexity of the scope of service modification 279
under consideration; (ii) the time needed for the review or approval; or, (iii) other reasonable 280
reasons. 281
If the City and Contractor are unable to agree on terms and conditions, including compensation 282
adjustments, for such services within ninety (90) Business Days from the City’s receipt of 283
Contractor’s proposal for such services, the City may permit other Persons to provide such services, 284
provided that such services do not conflict with the exclusivity granted to Contractor under Section 285
1.1. Nothing herein shall prevent the City from soliciting cost and operating information from other 286
Persons in order to inform the City’s evaluation of Contractor’s proposal. 287
The City may request the assistance of an independent third party to review the proposal. 288
Contractor shall pay the reasonable costs of that review if the modification to the scope of 289
Recyclables Processing Services is initiated by Contractor. The City shall pay those costs if the 290
modification to the scope of Recyclables Processing Services is initiated by the City. For a Contractor-291
initiated modification to the scope of Recyclables Processing Services, the cost of the review will be 292
estimated in advance of the work and provided to Contractor for comment and agreement to pay. 293
Contractor’s refusal to pay the reasonable cost of review of a Contractor-initiated proposal shall be 294
grounds for City rejection of that proposal. 295
Contractor shall promptly provide operating and business records requested by the City that are 296
reasonably required to verify the reasonableness and accuracy of the impacts associated with a 297
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modification to the scope of Recyclables Processing Services. Contractor shall fully cooperate with 298
the City’s request and provide the City and its agent(s) copies of or access to Contractor’s records. 299
If Contractor and the City cannot agree on terms and conditions of services within thirty (30) 300
Business Days of the end of the City’s review period described in this Subsection, the City may 301
permit Persons other than Contractor to provide those services at a location other than the 302
Approved Recyclable Materials Processing Facility. 303
D. Approval of Modification to Scope of Services. Upon City approval or determination, the City shall 304
issue a written notice: (i) approving the modification to the scope of Recyclables Processing Services; 305
(ii) identifying any changes to Contractor’s obligations under this Agreement; (iii) and documenting 306
any changes to the Per-Ton Rates. The Parties shall prepare a written amendment to the Agreement 307
documenting any and all changes resulting from the modification to the scope of services. No 308
change in scope of Recyclables Processing Services, change in Contractor’s obligations, or 309
adjustment in Per-Ton Rates shall become effective absent that City approval or determination. 310
3.6 NO TONNAGE OBLIGATION OR LIMIT ON WASTE PREVENTION 311
Neither the City nor the Collection Contractor is obligated to deliver any specified quantity of City 312
Delivered Materials. 313
The City maintains programs to reduce the amount of waste intended for Disposal. It is the City’s intent 314
to continue to improve, develop, and enhance existing programs, as well as implement new programs and 315
services throughout the Term, as it deems necessary, to meet or exceed mandated Diversion program 316
requirements and goals established by AB 939 and subsequent Federal, State, County, or local legislation, 317
including, but not limited to, the State’s seventy-five percent (75%) Recycling goal established in AB 341, 318
the programmatic requirements of AB 1826, and the requirements of SB 1383, the requirements of SB 54. 319
Contractor acknowledges that the characterization and quantity of City Delivered Materials will change 320
over the Term and may, over time, be significantly different than that as of the Commencement Date, but 321
the obligation of Contractor to Accept City Delivered Materials will continue for the Term, so long as it 322
conforms to the definitions and requirements of this Agreement. 323
Subject to Section 1.2 above and this Section, nothing in this Agreement shall, in any manner, prevent, 324
penalize, or impede the City from continuing programs, altering programs, or developing new programs 325
that have the effect of reducing or increasing the amount of City Delivered Materials. For clarity, the City 326
shall not be limited, restricted, or otherwise impeded in any manner from implementing: (i) outreach, 327
education, technical assistance programs that reduce waste; or, (ii) Source Separated Collection programs 328
aimed at intercepting materials for Diversion before such materials are placed in the Collection 329
Contractor’s Containers; provided, however, that the City shall not implement any such Source Separated 330
Collection for Diversion program(s) for materials(s) that: 1) Contractor is consistently and efficiently 331
recovering from the Processed materials; 2) Contractor is marketing and achieving Diversion for such 332
recovered materials; and, 3) Contractor can demonstrate that its market for such recovered materials has 333
been consistent and not intermittent. 334
3.7 EXTENDED PRODUCER RESPONSIBILITY PROGRAMS 335
A. General. In addition to the services provided by Contractor pursuant to existing Extended Producer 336
Responsibility Programs, including, but not limited to, SB 54, the City and Contractor acknowledge 337
that additional or amended Extended Producer Responsibility Programs may be established in the 338
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future. The City may request that Contractor initiate or participate in an Extended Producer 339
Responsibility Program. In the event of such request, the Parties shall meet and confer to : (i) discuss 340
the scope of the Extended Producer Responsibility Program; (ii) negotiate proposed revisions to this 341
Agreement and any changes in compensation or fees, if appropriate; and, (iii) allow Contractor to 342
express any objections or concerns regarding the Extended Producer Responsibility Program. 343
Contractor shall, by default, accept the City’s request to enact the Extended Producer Responsibility 344
Program, unless Contractor can provide substantial evidence of any barriers that would make 345
providing such services impracticable. Contractor shall provide such evidence in its Extended 346
Producer Responsibility Program proposal for further review by the City. Should Contractor 347
demonstrate to the reasonable satisfaction of the City Representative that Contractor can operate 348
the Extended Producer Responsibility Program in such a manner that achieves the minimum 349
programmatic and regulatory requirements established by the program, Contractor may choose to 350
enact the Extended Producer Responsibility Program under its own direction. 351
B. Extended Producer Responsibility Program Proposal. Upon sixty (60) Working Days of the City’s 352
written request, Contractor shall provide a written proposal describing Contractor’s approach to 353
implementing the Extended Producer Responsibility Program, including operational and cost 354
information. Contractor shall seek out and coordinate with the applicable Stewardship Organization 355
designated for this Extended Producer Responsibility Program and shall describe such partnership 356
in its proposal. In its written request, the City may describe specific information required to be 357
included in Contractor’s proposal, as the City Representative deems reasonably necessary, in 358
relation to the Extended Producer Responsibility Program. The City shall review the proposal and 359
may request additional supporting documentation, calculations, or other information necessary to 360
evaluate Contractor’s proposal for reasonableness and ability to comply with requirements of the 361
Extended Producer Responsibility Program. The City retains the right to negotiate with Contractor 362
and amend this Agreement to reflect changes in services, as needed, or reject the proposal without 363
further negotiation. Contractor shall not be compensated for the proposal preparation costs or 364
costs incurred during the negotiation of its proposal. 365
If the City and Contractor cannot agree on terms and conditions of the Extended Producer 366
Responsibility Program services, including compensation and/or Per-Ton Rate adjustments, within 367
one hundred twenty (120) calendar days from the date when the City receives a proposal from 368
Contractor to perform such services, Contractor acknowledges and agrees that the City may permit 369
other Persons besides Contractor to provide such services, as provided for in Subsection 1.2.M. 370
Nothing herein shall prevent the City from soliciting cost and operating information from other 371
Persons in order to inform the evaluation of Contractor’s proposal. 372
At any time during the Term of this Agreement, the City may solicit proposals from other Persons 373
related to Extended Producer Responsibility Programs, as provided for in Subsection 1.2.M. 374
C. Funding Provided By Extended Producer Responsibility Programs. Contractor’s participation or 375
compliance with Extended Producer Responsibility Programs shall not warrant an increase to 376
Contractor’s Compensation, except as otherwise provided for in Subsections 3.7.A or 8.4.D. 377
Contractor shall maintain records of all funding or other resources Contractor receives directly or 378
indirectly through an Extended Producer Responsibility Program. Contractor shall calculate and 379
demonstrate the dollar amount that can be attributed to services provided under this Agreement. 380
Any cost savings identified shall be remitted to the City as either , at the City Manager’s or City 381
Manager’s designee’s sole discretion: (i) a direct payment sent to the City within thirty (30) Business 382
Days of Contractor’s receipt of funds; or, (ii) as a reduction to the appropriate Per-Ton-Rate(s) that 383
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are established in accordance with Article 8. Contractor shall include copies of invoices or receipts 384
submitted to or provided by the applicable Stewardship Organization with its payment. 385
D. Recordkeeping. Contractor shall maintain all operational and financial records related to Extended 386
Producer Responsibility Programs and report such information to the City in accordance with Exhibit 387
D or as otherwise requested by the City Representative. 388
ARTICLE 4. 389
SCOPE OF SERVICES 390
Contractor shall perform the Recyclables Processing Services and corresponding requirements described 391
in this Article. Failure to specifically require an act necessary to perform the Recyclables Processing 392
Services under this Agreement does not relieve Contractor of its obligation to perform such act. 393
4.1 APPROVED RECYCLABLE MATERIALS PROCESSING FACILITY 394
A. Use of Approved Recyclable Materials Processing Facility. Contractor shall Accept City Delivered 395
Materials at the Approved Recyclable Materials Processing Facility and shall comply with all material 396
delivery and Acceptance procedures specified in this Agreement. 397
B. Use of Alternate Facilities and Recyclable Materials Processing Contingency Facility. If Contractor 398
is unable to use an Approved Facility (including, without limitation, the Approved Recyclable 399
Materials Processing Facility) due to reasons beyond Contractor’s, or its Subcontractor’s, reasonable 400
control, such as an emergency or sudden and unforeseen closure of the Approved Facility, 401
Contractor shall immediately notify the City Representative and shall use the appropriate Alternate 402
Facility(ies), as defined in Exhibit A. Contractor shall continue to use such Alternate Facility(ies) until 403
the Approved Facility is reopened and the City Representative has approved recommencing use of 404
the Approved Facility, or until the City Representative directs Contractor to use another Alternate 405
Facility. During such time, to the extent feasible, Contractor shall continue to comply with the 406
requirements of Article 5. If the need to use an Alternate Facility is discretionary or for reasons 407
within Contractor’s, or its Subcontractor’s, reasonable control, Contractor’s Compensation shall not 408
be adjusted for any change in Processing or Disposal costs associated with use of the Alternate 409
Facility. If the need to use the Alternate Facility results from reasons beyond Contractor’s, or its 410
Subcontractor’s, reasonable control, the City shall adjust, either up or down, Contractor’s 411
Compensation for changes in Processing and/or Disposal costs (and additional Transportation or 412
Transfer costs, if Contractor must Transfer and/or Transport materials from the Approved 413
Recyclable Materials Processing Facility to the Alternate Facility) associated with use of the 414
Alternate Facility. In the event that a change in the Approved Facility(ies) results in increased costs, 415
the City may identify and direct Contractor to an alternate facility that results in less cost than the 416
Contractor-identified alternate. 417
Except as provided for in the following paragraph and for the conditions described in this Section, 418
Contractor shall not change its selection of the Approved Facility(ies) without the City’s written 419
approval, which may be withheld in the City’s sole discretion. If Contractor elects to use a facility 420
that is different than the initial Approved Facility(ies), it shall request written approval from the City 421
Representative sixty (60) calendar days prior to use of the facility and obtain the City’s written 422
approval no later than ten (10) calendar days prior to use of the facility. The City’s approval may be 423
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conditioned on: (i) such facility’s ability to guarantee sufficient Processing or Disposal capacity to 424
the City for the Term of this Agreement; and, (ii) the status of such facility’s permits. 425
Should, under the conditions described in this Section, the Alternate Recyclable Materials 426
Processing Facility be unable to Accept the volume of City Delivered Materials, then Contractor 427
shall, with no change to Contractor’s Compensation and in conformance with all the obligations of 428
this Agreement, have discretion to utilize any Recyclable Materials Processing Contingency Facility, 429
for a period not to exceed two (2) calendar weeks from the date on which the Approved Recyclable 430
Materials Processing Facility first becomes unable to Accept City Delivered Materials, unless 431
otherwise approved by the City. In such event, Contractor shall notify the City of the Tons of material 432
Transported and to which Processing Facility they are Transported within one (1) Business Day. 433
Contractor is solely responsible for ensuring continued availability of City -approved Alternate 434
Facility(ies) throughout the Term. 435
C.Secondary Processing. Contractor may use the Secondary Processing Facility(ies) listed in Exhibit I.436
Should Contractor wish to utilize a Secondary Processing Facility(ies) to perform services under this437
Agreement that is not listed in Exhibit I, Contractor shall request approval from the City438
Representative. Contractor shall provide any requested records, documentation, or other439
information that the City considers reasonable to evaluate the impact of the proposed Secondary440
Processing Facility(ies) on Recyclables Processing Services. In particular, the City may not approve a441
facility on the basis of any number of factors, including distance from the City, demonstrated442
performance of the facility, regulatory and litigation history of the facility, operating track record of443
the facility, cost of using the facility, consistency of the facility with City, County, or State policy, or444
any other factor relevant to the City Representative. Contractor shall not commence use of the445
proposed Secondary Processing Facility(ies) without written approval from the City. Contractor shall446
document use of all Secondary Processing Facility(ies) in accordance with Exhibit D.3.9 and D.3.10.447
4.2 CITY DELIVERED MATERIALS PROCESSING 448
A.Processing. Contractor shall Accept all City Delivered Materials at the Approved Recyclable449
Materials Processing Facility and shall Process such material in accordance with this Agreement and450
Applicable Law. Contractor shall operate the Approved Recyclable Materials Processing Facility in451
accordance with Applicable Law and all standards of performance described in Article 5. Contractor452
shall meet the following minimum Processing standards at the Approved Recyclable Materials453
Processing Facility:454
1.Mechanical separation of two-dimensional and three-dimensional materials.455
2.Separation of individual Commodities via manual and/or mechanical methods and/or use of456
advanced sorting technologies (e.g., optical sorters).457
3.Final screening and quality control for all Commodities.458
B.Capacity Guarantee. Contractor guarantees sufficient capacity at the Approved Recyclable459
Materials Processing Facility to Process all City Delivered Materials throughout the Term.460
C.Diversion. Contractor shall Process all City Delivered Materials in a manner that maximizes reuse,461
Recycling, and Diversion. After Processing, Contractor may Dispose of materials that do not have:462
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(i) a higher or better use as Residue; or, (ii) Beneficial Reuse purposes, to the extent allowed by State 463
and local law. 464
Contractor shall Process all City Delivered Materials such that each Diverted Commodity is of 465
sufficient quality to attract the highest domestic market prices for which similar Commodities, 466
produced by other local Processing facilities that Process single-stream Recyclable Materials, are 467
sold. Contractor’s operation of the Approved Recyclable Materials Processing Facility must 468
consistently produce Commodities that achieve Residue and contamination standards that meet or 469
exceed the domestic market requirements to attract the highest current domestic market price for 470
the specified Commodities. Exhibit B presents the Commodity quality standards to be achieved by 471
Contractor. Verification of Commodity quality standards shall be conducted annually through the 472
Residue and material characterization study performed in accordance with Exhibit H. 473
D. Residue Disposal. Residue from Contractor’s Processing of City Delivered Materials shall be 474
Transported and Disposed of by Contractor at Contractor’s sole responsibility and expense. 475
Contractor shall be fully responsible for the safe Disposal of all such Residue in accordance with 476
Applicable Law. Residue delivered for Disposal shall not include any Exempt Waste, but may include 477
Prohibited Container Contaminants . 478
E. Marketed Commodities. Contractor shall market Commodities in the Commodity categories and 479
grades listed in this Section. If Contractor wants to modify the Commodity categories or grades 480
during the Term of the Agreement, Contractor shall request approval from the City, and such 481
approval shall be obtained before changes are implemented. Commodity categories and grades 482
shall include, at minimum: 483
1. Fiber 484
• Old corrugated Cardboard (OCC) 485
• Mixed paper (MP), including magazines, catalogs, envelopes, junk mail, brown bags and 486
paper, paperboard, paper egg cartons, office ledger paper, and telephone books 487
• Newsprint, including inserts 488
2. Metals 489
• Aluminum beverage containers 490
• Small scrap and cast aluminum (not exceeding forty (40) pounds in weight nor two (2) 491
feet in any dimension for any single item) 492
• Steel, including “tin” cans 493
• Aerosol cans (empty, non-toxic products) 494
• Small scrap (not exceeding forty (40) pounds in weight nor two (2) feet in any dimension 495
for any single item) 496
• Bimetal containers 497
3. Plastics 498
• PET 499
• HDPE Natural 500
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• HDPE Color 501
• Mixed rigid plastics 502
• Plastic bottles (#3-#7) only when recoverable and marketable 503
4. Mixed glass containers 504
F. Changes to Accepted Materials. Contractor shall Accept all City Delivered Materials as defined in 505
Exhibit C and shall Accept all materials required to be Accepted and/or Recycled by Applicable Law 506
or Extended Producer Responsibility Programs, including, but not limited to, AB 1201, SB 1383, SB 507
54, and SB 343, unless otherwise directed by the City. A change in the Acceptable materials list 508
resulting from a Change in Law shall not warrant an adjustment to Contractor’s Compensation, 509
except as otherwise provided for in Subsection 8.4.D or Subsection 8.4.E. 510
If either Party is made aware of a required change in the Accepted materials list due to an Extended 511
Producer Responsibility Program or Applicable Law, that Party shall notify the other Party within 512
five (5) calendar days of being made aware of such change. Upon City request, the Parties shall 513
promptly meet and confer to discuss the timeline and process for implementing such changes to 514
the Acceptable materials list. If the change in the Accepted material list is due to an Extended 515
Producer Responsibility Program, Contractor shall implement such changes in accordance with and 516
subject to the limitations of Section 3.7. Contractor shall implement changes to the Accepted 517
materials list within thirty (30) days after approval by the City or by any required deadlines under 518
Applicable Law, whichever is sooner. Contractor shall maintain records in accordance with 519
Subsection 3.7.D and Exhibit D. Pursuant to Section 10.11, Contractor shall bear full responsibility 520
for complying with all Applicable Laws and provisions of this Agreement. 521
4.3 CLIMATE AND DISASTER RESILIENCY 522
A. Climate and Disaster Resiliency Planning. No less than ninety (90) calendar days after the 523
Commencement Date, the Parties shall meet to discuss development of a Climate and Disaster 524
Response Plan to address the role of Contractor in the City’s disaster debris management needs 525
related to wartime, natural, physical, or other disaster in or proximate to the City that results in the 526
declaration of a State of Emergency by the City Manager or City Council. Such plan shall also include 527
any measures that may be necessary for Contractor to take over time to address climate change. 528
B. Disaster Response Protocol. The Parties shall develop and finalize a Disaster Response Protocol 529
prior to one hundred twenty (120) days after the Commencement Date that identifies specific 530
communication and logistical actions, and other coordination between the Parties and internal to 531
each Party, such that Contractor assistance can occur immediately following the City’s declaration 532
of an emergency. The Disaster Response Protocol shall become part of the Climate and Disaster 533
Response Plan to be developed by the Parties, as provided in this Section. The Parties shall review 534
the Disaster Response Protocol no less than annually and revise as warranted. 535
C. Essential Service. Contractor acknowledges that it provides an essential service, and that while 536
Processing and Disposal services during or following a disaster may be affected by impacts to 537
facilities, equipment, and/or public infrastructure, Contractor is obligated to take all measures 538
necessary to provide such service in a timely and effective manner in compliance with this 539
Agreement, Section 10.7 notwithstanding. 540
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D. Availability of Contractor’s Personnel and Equipment. In event of a State of Emergency declared 541
by the City Manager or City Council, Contractor shall provide, upon the City’s request, all equipment, 542
vehicles, and/or personnel normally performing services under this Agreement for use by 543
Contractor to keep their facility operational. The City shall not be required to compensate 544
Contractor for Contractor’s provision of equipment, vehicles, or personnel normally performing 545
services under this Agreement when made available during a declared State of Emergency for 546
Contractor’s use under City direction. 547
E. Contractor Reimbursement for Use of Additional Resources. Should Contractor provide additional 548
personnel during a declared State of Emergency, beyond that normally required to perform services 549
under this Agreement, Contractor shall submit to the City detailed records of specific, additional, 550
and reasonable costs and expenses borne by Contractor in providing such additional resources. The 551
City shall compensate Contractor for such documented, reasonable costs and expenses within 552
ninety (90) calendar days of receipt of State and/or Federal emergency agency reimbursement 553
specific to those costs and expenses. Should such reimbursement not occur within five hundred and 554
forty (540) calendar days of Contractor’s complete submission, as verified by the City, the City shall 555
compensate Contractor for such fully documented and undisputed costs and expenses. The City’s 556
obligation to pay Contractor such compensation shall survive the expiration or termination of this 557
Agreement. Should any additional costs or expenses borne by Contractor be disputed by the City as 558
unreasonable for providing such additional resources, Contractor and the City shall resolve such a 559
dispute in accordance with Section 10.9. Contractor shall promptly cooperate with City, State, 560
and/or Federal reporting and documentation requirements related to the City’s receipt of 561
reimbursement, including if the City is pursuing reimbursement after having reimbursed Contractor. 562
Contractor shall further comply with all applicable Federal, State, or local funding and accounting 563
requirements that may apply to costs and expenses of such reimbursements. 564
4.4 MATERIAL MARKETING 565
Contractor shall market Commodities in accordance with this Section. 566
A. Market Arrangements. Contractor shall maintain long-term relationships with one (1) or more 567
materials brokers, continually monitor market conditions, and preserve the ability to anticipate and 568
react to severe market demand and fluctuations in quantity, composition, and pricing. Contractor 569
shall use both domestic and foreign markets to maintain continued material movement and obtain 570
the highest and best use, as described in Subsection C below, for the market value. 571
B. Commodities Marketed. Contractor shall market Commodities in the categories and grades listed 572
in Section 4.2. If Contractor wants to modify the Commodity categories or grades during the Term 573
of the Agreement, Contractor shall request approval from the City. Such approval shall be obtained 574
before changes are implemented. 575
C. Highest and Best Use. Contractor’s marketing strategy shall promote the highest and best use of 576
materials for waste reduction, prevention, reuse, refill, repair, recovery, and Recycling, as 577
established by Applicable Laws and Extended Producer Responsibility Programs. Where practical, 578
the marketing strategy should include use of local, regional, and domestic markets , in this 579
preferential order, for Commodities. 580
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D. Responsible End Markets. Contractor shall ensure City Delivered Materials are Delivered to and 581
Recycled and/or Processed at Responsible End Markets. Contractor shall maintain all records 582
necessary to demonstrate compliance with this Section and Applicable Law and shall provide such 583
records to the City in accordance with Exhibit D. 584
E. Recordkeeping. Contractor shall maintain complete and accurate marketing records, including, but 585
not limited to, Tonnage of material marketed, price, revenue received, purchaser name, physical 586
address of the final destination of marketed Commodities, and specified end use of marketed 587
Commodities. 588
F. Marketing of Commodities. The City acknowledges that Contractor engages Vendor(s) in the 589
marketing of Commodities (the “Processing Subcontractors”) are required to: (i) engage in 590
marketing Commodities on the open market, which involves complex global commodities over 591
which Contractor and the Processing Subcontractors have little influence; and, (ii) store such 592
recovered Commodities prior to marketing in accordance with its facility permits, in order to ensure 593
public health and safety. Under most market conditions, including periods of severely depressed 594
and even negative values, Contractor and the Processing Subcontractors shall market Commodities 595
to ensure that they are Recycled into the productive economy. 596
In the event that Contractor or any Processing Subcontractor encounters market challenges, 597
including, but not limited to, significant changes in pricing, market availability, or quality standards, 598
as described in the paragraphs below, for any Commodities marketed under this Agreement, 599
Contractor shall notify the City in writing within ten (10) Business Days of: (i) the nature of the 600
market challenge; and, (ii) Contractor and the Processing Subcontractor’s plans for addressing such 601
challenge. Contractor shall provide the City with updates on the market challenges at least every 602
twenty (20) Business Days thereafter, until Contractor determines that the concern has been 603
resolved. 604
In the event that the market challenge results in a lack of market demand for any Commodities 605
marketed under this Agreement, Contractor may request relief from the City, as set forth below. A 606
lack of market demand shall mean that Contractor cannot reasonably find a market for the 607
productive use of the subject Commodity at any value (positive or negative). Within ten (10) 608
Business Days of Contractor’s first knowledge of the lack of markets, Contractor shall notify the City 609
via telephone and email, with a written notice to follow. Such notice shall include Contractor’s best 610
estimate of the time when Contractor’s, or the Processing Subcontractor’s, remaining capacity to 611
store such Commodity, under the terms of its facility permits (the “Storage Capacity”), will expire. 612
Contractor and the City shall meet and confer at the earliest mutually convenient opportunity to 613
discuss the market conditions. In such case, Contractor shall have the burden of proving 614
Contractor’s, or the Processing Subcontractor’s, good faith efforts to identify markets for the subject 615
Commodity. Contractor shall present to the City any information available to Contractor about the 616
status of primary and alternative markets for the Commodity, pricing histories, and any other 617
information that may be helpful to the City in determining Contractor’s need for relief. Contractor 618
shall also provide the City with written notice when the Storage Capacity for the Commodity in 619
question has declined to thirty percent (30%) of its normal Storage Capacity, including the estimated 620
number of days until no Storage Capacity remains. 621
The City Representative shall make a reasonable finding that a market demand either does or does 622
not exist, based on the information presented and any other information available, within twenty 623
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(20) calendar days after the Parties meet and confer or before the date when no Storage Capacity 624
remains, whichever is sooner. If the City reasonably determines that a market demand does exist, 625
Contractor or the Processing Subcontractor shall be required to continue to market all 626
Commodities, as required under this Agreement. If the City reasonably determines that a market 627
demand does not exist, the City shall simultaneously identify a productive, non -Disposal outlet for 628
the subject Commodity. If the City is able to identify such an outlet, and such outlet does not exceed 629
the pricing limitation described in this Section, Contractor or the Processing Subcontractor shall 630
deliver the subject Commodity to that outlet. If the City is unable to identify an outlet, the City shall 631
authorize Contractor or the Processing Subcontractor to temporarily Dispose of the subject 632
Commodity. In such case, Contractor and the City shall review the status of the markets at a 633
frequency established by the City, until the market demand returns or the City reasonably 634
determines that the review process may be discontinued. Additionally, in the event that the City 635
reasonably determines that a market demand does not exist, the City shall have the opportunity to 636
take physical possession of some or all of the subject Commodity from Contractor’s or the 637
Processing Subcontractor’s facility, in order to market or otherwise Dispose of such Commodity 638
through other channels or processes. 639
In the event that the market challenge results in a significant change in pricing for any Commodities 640
marketed under this Agreement, Contractor may request relief from the City, as set forth below. A 641
significant change in pricing shall mean a reduction in market value such that the market cost, on a 642
Per-Ton basis, of sending the subject Commodity to a non-Disposal market, including Transportation 643
costs, exceeds one hundred fifty percent (150%) of the then-current Disposal tipping fee under this 644
Agreement. Processing costs, which are described in and subject to the adjustment provisions of 645
Section 8.3, shall be excluded from this calculation (except for Transportation costs, as set forth in 646
the preceding sentence). Within five (5) Business Days of Contractor’s first knowledge of the 647
significant change in pricing, Contractor shall notify the City via telephone and email , with a written 648
notice to follow. Such notice shall include Contractor’s best estimate of the time when Contractor’s, 649
or the Processing Subcontractor’s, remaining Storage Capacity for the subject Commodities will 650
expire. Contractor and the City shall meet and confer at the earliest mutually convenient 651
opportunity to discuss the market conditions. In such case, Contractor shall have the burden of 652
proving Contractor’s good faith efforts to identify higher value markets for the subject Commodity. 653
Contractor shall present to the City any information available to Contractor about the status of 654
primary and alternative markets for the Commodity, pricing histories, and any other information 655
which may be helpful to the City in determining Contractor’s need for relief. Contractor shall also 656
provide the City with written notice when the Storage Capacity for the Commodities in question has 657
declined to thirty percent (30%) of its normal Storage Capacity, and the estimated number of days 658
until no Storage Capacity remains. 659
The City Representative shall make a reasonable finding that a significant change in pricing has or 660
has not occurred, based on the information presented and any other information available, within 661
twenty (20) Business Days after the Parties meet and confer or before the date when no Storage 662
Capacity remains, whichever is sooner. If the City reasonably determines that a significant change 663
in pricing has not occurred, Contractor or the Processing Subcontractor shall be required to continue 664
to market all Commodities, as required under this Agreement. If the City reasonably determines 665
that a significant change in pricing has occurred, the City shall simultaneously either: 1) authorize 666
Contractor or the Processing Subcontractor to send the Commodity to market at the significantly 667
reduced value and agree to compensate Contractor for any amount, including Transportation costs, 668
that exceeds one hundred and fifty percent (150%) of the Disposal tipping fee; or 2) identify an 669
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alternate, productive, non-Disposal outlet for the subject Commodity at a value, including 670
Transportation costs, less than one hundred and fifty percent (150%) of the Disposal tipping fee. 671
Contractor or the Processing Subcontractor shall follow the City’s direction if either of those options 672
is elected. If the City is unable to identify an outlet and unwilling to compensate Contractor for the 673
significant change in price, including Transportation costs, beyond one hundred and fifty percent 674
(150%) of the Disposal tipping fee, the City shall authorize Contractor or the Processing 675
Subcontractor to temporarily Dispose of the subject Commodity. In such case, Contractor and the 676
City shall review the status of the markets at a frequency established by the City , until the market 677
demand returns or the City reasonably determines that the review process may be discontinued. 678
Notwithstanding any other provision of this Section, Contractor or the Processing Subcontractor 679
shall not Dispose of any Commodity prior to receiving written City authorization to do so. As 680
necessary and appropriate under the circumstances, Contractor or the Processing Subcontractor 681
may also be required by the City to secure authorization from the ACWMA and/or CalRecycle and/or 682
other relevant regulatory entities for any City-authorized Disposal of Commodities. 683
In the event that the City authorizes Disposal of Commodities under this Agreement related to the 684
provisions of this section, Contractor or the Processing Subcontractor may only Dispose of materials 685
originating from the City in the same proportion as it Disposes of materials from other jurisdictions 686
using the same facility. For example, if the City’s materials represent thirty -three percent (33%) of 687
the total materials processed at the facility, Contractor may only Dispose of one (1) Ton of City 688
materials for every two (2) Tons of other users’ materials that are Disposed. This provision is 689
intended to ensure that the City is treated equally in this regard to all other users of the facility. 690
4.5 PUBLIC EDUCATION AND OUTREACH 691
A.General. Contractor acknowledges that they are part of a multi-party effort to operate and educate692
the public about the regional integrated waste management system. Contractor shall cooperate693
with, and coordinate with, the City Representative and the Collection Contractor on public694
education materials as requested. Contractor shall have a supporting role in developing education695
materials used to educate City residents and businesses on reducing waste generation and properly696
using the Recycling programs, Applicable Laws programs, and Extended Producer Responsibility697
Programs. Contractor’s cooperation, coordination, and supporting role shall consist of providing698
data and information relevant to conveying messages to the public about what happens to699
Recyclable Materials after Collection, providing statistics for the development of fact sheets,700
providing details on operations and sorting methods, and proactively informing the City and the701
Collection Contractor of Recyclable Materials that are unable to be effectively Recycled.702
B.Collaboration with City. From time to time during the Term of the Agreement, the City may request703
that Contractor provide suggestions for educating residents and businesses in the City Service Area704
to reduce the level of Prohibited Container Contaminants in the City Delivered Materials. Contractor705
shall provide its suggestions in writing within fourteen (14) Working Days of the City’s request and,706
upon request, shall attend meetings with the City to discuss education strategies and efforts.707
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ARTICLE 5. 708
STANDARD OF PERFORMANCE 709
5.1 GENERAL 710
Contractor shall, at all times, comply with Applicable Law and provide services in a manner that is safe to 711
the public and Contractor’s employees. Except to the extent that a higher performance standard is 712
specified in this Agreement, Contractor shall perform services in accordance with Recyclables Processing 713
Services management practices common to the San Francisco Bay Area. 714
5.2 OPERATION STANDARDS 715
5.2.1 Permits 716
A. Securing Permits. Contractor and each of its Subcontractors shall obtain and maintain, at 717
Contractor’s or such Subcontractor’s sole cost, all permits required under Applicable Law to perform 718
Recyclables Processing Services. Contractor shall provide the City proof of permits and shall 719
demonstrate compliance with the terms and conditions of permits promptly upon the City’s 720
request. In its Annual Report or more frequently, as necessary, Contractor shall inform the City of 721
any permit-related or regulatory concerns and Contractor’s or its Subcontractor’s status of securing 722
the issuance, revision, modification, extension, or renewal of permits necessary to address such 723
concerns. Upon City direction, Contractor shall promptly provide the City with copies of permits and 724
any applications or other correspondence that Contractor submits in connection with securing 725
Permits. 726
B. Complying with Permits. Contractor and each of its Subcontractors shall, at all times, provide 727
services in compliance with all Permits, including any mitigation measures related to the operation 728
and maintenance of the Approved Recyclable Materials Processing Facility. Contractor is solely 729
responsible for paying any fines or penalties imposed for noncompliance with, violation of, or failure 730
to obtain permits. 731
5.2.2 Rejection of Exempt Waste 732
A. Inspection. Contractor and each of its Subcontractors shall use standard industry practices to detect 733
and reject Exempt Waste in a uniform and non-discriminatory manner and shall not knowingly 734
Accept Exempt Waste at the Approved Recyclable Materials Processing Facility. Contractor and each 735
of its Subcontractors shall comply with the inspection procedure contained in its permit 736
requirements and in accordance with its operations plan. Contractor and each of its Subcontractors 737
shall promptly modify that procedure to reflect any changes in permits or Applicable Law. 738
Contractor and each of its Subcontractors shall develop a load inspection program that includes the 739
following components: (i) personnel and training; (ii) load checking activities; (iii) management of 740
Exempt Waste; and, (iv) recordkeeping and emergency procedures. Contractor’s and each of its 741
Subcontractors’ load checking personnel shall be trained in: (i) the effects of Hazardous Substances 742
on human health and the environment; (ii) identification of prohibited materials; and, (iii) 743
emergency notification and response procedures. 744
B. Remedies for Rejected Materials. If Contractor or any of its Subcontractors identifies Exempt Waste 745
delivered to the Approved Recyclable Materials Processing Facility by the Collection Contractor or 746
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the Approved Transport Contractor, Contractor or such Subcontractor may reject the Exempt Waste 747
and require the Person(s) bringing such Exempt Waste to the Approved Recyclable Materials 748
Processing Facility to remove it. The cost of removal, proper handling, and Disposal shall be the 749
responsibility of such Person(s) delivering Exempt Waste. Contractor and such Subcontractor shall 750
also be entitled to pursue whatever remedies, if any, it may have against Person(s) bringing that 751
Exempt Waste to the Approved Recyclable Materials Processing Facility. 752
Should Contractor or any of its Subcontractors inadvertently Accept Exempt Waste in a lawful 753
manner, Contractor or such Subcontractor shall bear all responsibility for handling, Transporting, 754
and Processing or Disposing of such material in accordance with Applicable Law. Contractor or such 755
Subcontractor shall be solely responsible for making arrangements for the final Disposal of Accepted 756
Exempt Waste and all costs thereof. 757
C. Notification. If Contractor or its Subcontractor rejects Exempt Waste delivered by the Collection 758
Contractor or the Approved Transport Contractor, Contractor or such Subcontractor shall 759
immediately notify the City verbally and then follow verbal notifications with a written notice 760
identifying the date and time of occurrence, material type, material weight or volume, 761
characterization of material, Contractor’s or the Subcontractor’s reason for rejection of the 762
delivered material, photographs of the material, and the identification number or information of 763
the vehicle that delivered the material. 764
5.2.3 Prohibited Container Contaminants Monitoring 765
Contractor shall actively work with the Collection Contractor throughout the Term of this Agreement to 766
monitor the levels of Prohibited Container Contaminants in City Delivered Materials at the Approved 767
Recyclable Materials Processing Facility. Contractor shall inform the Collection Contractor of specific days 768
and/or loads that contain high levels of Prohibited Container Contaminants , the type of Prohibited 769
Container Contaminants most frequently found in City Delivered Materials, and any other related 770
information that may be useful for the Collection Contractor in identifying the types of Prohibited 771
Container Contaminants, developing strategies to reduce contamination, and targeting information in the 772
Collection Contractor’s education and outreach efforts to Generators. 773
Contractor shall Accept all City Delivered Materials that contain Prohibited Container Contaminant levels 774
equal to or less than twenty percent (20%) per vehicle load delivered by the Collection Contractor or the 775
Approved Transport Contractor. In the event that such vehicle load delivered by the Collection Contractor 776
or the Approved Transport Contractor exceeds the twenty percent (20%) Prohibited Container 777
Contaminant threshold, Contractor may reject the load in accordance with the load rejection procedures 778
outlined in Subsection 5.2.2. 779
Contractor may only Dispose of a rejected load that contains City Delivered Materials after the third 780
occurrence of a load that contains City Delivered Materials with excessive Prohibited Container 781
Contaminant levels, provided Contractor has followed all notification procedures outlined in Subsection 782
5.2.2.C for the first two (2) rejected loads. Contractor shall immediately notify the City in accordance with 783
Subsection 5.2.2.C for any Disposed loads of City Delivered Materials with excessive Prohibited Container 784
Contaminant levels. Such notice shall include Contractor’s reason for Disposing of the material and any 785
information regarding the source of the material in order for the City and/or the Collection Contractor to 786
provide education and outreach to the applicable Generator(s). 787
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5.2.4 Days and Hours of Operation 788
A. General. Contractor shall operate the Approved Recyclable Materials Processing Facility for the 789
receipt of City Delivered Materials in accordance with the days and hours of operation set forth in 790
its permits and as specified below. 791
At a minimum, Contractor shall Accept City Delivered Materials at the Approved Recyclable 792
Materials Processing Facility from: (i) 4:00 a.m. to 6:30 p.m. Monday through Friday; and, (ii) from 793
4:00 a.m. to 12:00 p.m. on Saturdays with twenty-four (24) hours’ advance notice, except for 794
Holidays when no such advance notice is needed, pursuant to Subsection B below. 795
While Contractor may increase these hours, Contractor may not reduce the hours or total number 796
of hours for Acceptance of City Delivered Materials without the approval of the City, the Collection 797
Contractor, and, if applicable, the Approved Transport Contractor, unless reductions are required 798
by a change in a permit subsequent to the Effective Date. 799
B. Holiday Schedule. Contractor, at its sole discretion, may choose not to provide Recyclables 800
Processing Services on a Holiday. In such event, Contractor shall provide Recyclables Processing 801
Services on the day following the Holiday closure, including Saturday after the Holiday closure at 802
the hours above without advance notice. Except as required by Applicable Law or any permits, 803
Contractor shall not change its designation of Holidays or Holiday-related closures of the Approved 804
Recyclable Materials Processing Facility without prior written approval by the City. Contractor shall 805
make any requested changes to a Holiday schedule no less than six (6) months in advance of the 806
requested Holiday change. 807
5.2.5 Equipment and Supplies 808
Contractor and its Subcontractors shall equip and operate the Approved Recyclable Materials Processing 809
Facility in a manner that fulfills Contractor’s obligations under this Agreement. Contractor and each 810
Subcontractor is solely responsible for the adequacy, safety, and suitability of the Approved Recyclable 811
Materials Processing Facility. Contractor and its Subcontractors shall modify, enhance, and/or improve 812
the Approved Recyclable Materials Processing Facility as needed to fulfill Recyclables Processing Services 813
under this Agreement. Contractor and its Subcontractors shall provide all rolling stock, stationary 814
equipment, material storage containers, spare parts, maintenance supplies, Processing equipment, and 815
other consumables, as appropriate and necessary to operate the Approved Recyclable Materials 816
Processing Facility and provide all Recyclables Processing Services required by this Agreement. Contractor 817
and its Subcontractors shall place the equipment in the charge of competent operators. Except as 818
otherwise provided in this Agreement, Contractor and its Subcontractors shall repair, maintain, and as 819
necessary, replace all equipment at its own cost and expense. 820
5.2.6 Traffic Control and Direction 821
Contractor and its Subcontractors shall maintain all driving surfaces and signs in clean and usable 822
condition at the Approved Recyclable Materials Processing Facility for: (i) the convenience of vehicles 823
using the Approved Recyclable Materials Processing Facility; and, (ii) safe and efficient traffic flow in the 824
Transport of City Delivered Materials from the Approved Recyclable Materials Processing Facility site 825
entrance to its scale house and the actual point of unloading at the Processing area. Contractor and its 826
Subcontractors shall direct onsite traffic to appropriate unloading areas, provide a safe working 827
environment for Approved Recyclable Materials Processing Facility users, visitors, and employees, and 828
provide necessary roadways, signs, and personnel to assist drivers to proper unloading areas. 829
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5.2.7 Vehicle Turnaround Times 830
A. General. Contractor and its Subcontractors shall each maintain a maximum vehicle turnaround time 831
of twenty (20) minutes for the Collection Contractor’s delivery of City Delivered Materials to the 832
Approved Recyclable Materials Processing Facility. Failure to meet this guaranty for more than five 833
(5) consecutive Working Days, or more than ten (10) Working Days in any sixty (60) day period, 834
equates to default of Contractor’s performance obligations under this Agreement. Contractor and 835
its Subcontractors shall have a ten (10) Business Day period to cure this breach before Liquidated 836
Damages are assessed in accordance with this Section and Section 10.6. 837
B. Guaranteed Collection Vehicle Turnaround Time. Contractor and its Subcontractors shall operate 838
the Approved Recyclable Materials Processing Facility so that all Collection Contractor vehicles are 839
processed, unloaded, and exited from the Approved Recyclable Materials Processing Facility 840
property in a timely manner, such that the maximum turnaround time is no more than twenty (20) 841
minutes per vehicle. The vehicle turnaround time shall be the elapsed time from the vehicle entering 842
the Approved Recyclable Materials Processing Facility property to the vehicle leaving the Approved 843
Recyclable Materials Processing Facility property. 844
C. Supporting Documentation. Upon City request, Contractor and its Subcontractors shall provide the 845
City reports or access to electronic scale house system records and/or on-site camera recording that 846
provide the City information to determine actual vehicle turnaround times. Contractor and its 847
Subcontractors acknowledge that the City may conduct on-site surveys to verify compliance with 848
the guaranteed vehicle turnaround times for Collection Contractor vehicles. Contractor and its 849
Subcontractors acknowledge that the City may also use GPS records from the Collection Contractor 850
vehicles and provided by the Collection Contractor to calculate actual vehicle turnaround times. At 851
Contractor’s or its Subcontractor’s option, Contractor or Subcontractor may, at its own cost, 852
implement and maintain a technology-based vehicle tracking system of recording inbound and 853
outbound Collection Contractor vehicle times (such as a system that uses RFID vehicle tags and RFID 854
readers). Such system shall not inconvenience the Collection Contractor or the City or delay 855
Collection Contractor vehicles from arriving at and departing from the Approved Recyclable 856
Materials Processing Facility. 857
D. Complaint Resolution. Contractor shall respond within five (5) Business Days to any written 858
Complaint received from the City or the Collection Contractor related to vehicle turnaround times. 859
Contractor shall work directly with the Collection Contractor to identify and resolve issues that are 860
causing vehicle turnaround times to extend beyond the maximum vehicle turnaround time stated 861
in Subsection 5.2.7.B above. Contractor and its Subcontractors may provide evidence disputing any 862
Complaint received from the Collection Contractor, provided that the evidence is in the form of 863
camera recordings of the Collection Contractor vehicle(s), scale house records, or other 864
documented timestamps of the Collection Contractor arrival and departure times from the 865
Approved Recyclable Materials Processing Facility. Contractor’s and its Subcontractor’s evidence 866
shall be presented no later than ten (10) Business Days after receipt of the Collection Contractor’s 867
or the City’s written notice of a Complaint(s). The City shall review Contractor’s, its Subcontractor’s, 868
and the Collection Contractor’s evidence and provide written notice of the City’s determination 869
whether the Complaint was valid or invalid. The Liquidated Damages payment shall be paid in 870
accordance with Section 10.6. 871
E. Consequences for Failure to Meet the Guaranteed Vehicle Turnaround Times . Should Contractor 872
or its Subcontractors fail to meet the guaranteed maximum turnaround times for the Collection 873
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Contractor vehicles described in this Section, Liquidated Damages may be assessed by the City in 874
the amounts stated in Exhibit F, unless Contractor or its Subcontractors prove, to the reasonable 875
satisfaction of the City, that a Complaint regarding a Collection Contractor vehicle turnaround time 876
exceeding the guaranteed vehicle turnaround time was not valid, pursuant to Subsection 5.2.7.D 877
above. The Liquidated Damage amount shall be adjusted annually thereafter by CPI. 878
F. Assessment of Liquidated Damages. The City understands that a failure by Contractor or its 879
Subcontractors to meet the maximum vehicle turnaround time incurs damages upon the Collection 880
Contractor. Therefore, the City shall provide notice of its intent to assess Liquidated Damages to 881
Contractor within sixty (60) Business Days of the City becoming aware of Contractor’s or its 882
Subcontractor’s failure to meet the maximum vehicle turnaround time. The assessment of 883
Liquidated Damages shall be made in accordance with Section 10.6 and collected by the City on 884
behalf of the Collection Contractor. 885
5.2.8 Scale Operation 886
A. Maintenance and Operation. Contractor and each of its Subcontractors shall maintain at least two 887
(2) State-certified motor vehicle scales at the Approved Recyclable Materials Processing Facility in 888
accordance with Applicable Law. Contractor and/or each Subcontractor shall link all scales to a 889
centralized computer recording and billing system that shall be compatible with Contractor’s 890
systems and account for tracking all incoming and outgoing materials. Contractor and each of its 891
Subcontractors shall operate those scales during the Approved Recyclable Materials Processing 892
Facility receiving hours established in Subsection 5.2.4. Contractor and/or Subcontractor shall 893
provide the City with access to weighing information at all times and, upon request, with copies 894
thereof on the next Working Day following the City’s request. 895
B. Tare Weights for the Collection Contractor and Approved Transport Contractor Vehicles. Within 896
thirty (30) calendar days prior to the Commencement Date, Contractor shall coordinate with the 897
Collection Contractor and the Approved Transport Contractor to ensure that all vehicles used by the 898
Collection Contractor or the Approved Transport Contractor to deliver City Delivered Materials to 899
the Approved Recyclable Materials Processing Facility are weighed to determine unloaded (“tare”) 900
weights. Contractor shall electronically record the tare weight, identify vehicle as Collection 901
Contractor or Approved Transport Contractor owned, and provide a distinct vehicle identification 902
number for each vehicle. Upon request, Contractor shall provide the City with a report listing the 903
vehicle tare weight information. Contractor shall promptly coordinate with the Collection 904
Contractor and the Approved Transport Contractor to weigh any additional or replacement vehicles 905
prior to the Collection Contractor or the Approved Transport Contractor placing them into service. 906
Contractor shall check tare weights at least annually, or within fourteen (14) calendar days of a City 907
request, and shall coordinate with the Collection Contractor and the Approved Transport Contractor 908
to re-tare vehicles immediately after any major maintenance service on a Collection Contractor or 909
Approved Transport Contractor vehicle. 910
C. Substitute Scales. If any scales are inoperable, being tested, or otherwise unavailable, Contractor 911
or its Subcontractor shall use reasonable business efforts to weigh vehicles on the remaining 912
operating scales. To the extent that all the scales are inoperable, being tested, or otherwise 913
unavailable, Contractor shall utilize temporary substitute portable scales until the permanent scales 914
are replaced or repaired. Contractor or its Subcontractor shall arrange for any inoperable scale to 915
be repaired as soon as possible and, in any event, within seventy-two (72) hours (excluding Holidays) 916
of the failure of the permanent scale. If repairs to the permanent scale are projected to take more 917
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than twelve (12) hours, Contractor or its Subcontractor shall immediately obtain a temporary 918
substitute scale(s). 919
Contractor or its Subcontractor shall provide back-up generator(s) capable of supplying power to 920
the scales in the event of a power outage. 921
D. Estimates. Pending substitution of portable scales, or during generator outages, Contractor or its 922
Subcontractor shall estimate the Tonnage of City Delivered Materials by utilizing the arithmetic 923
average of each vehicle’s recorded Tons of City Delivered Materials from its preceding three (3) 924
deliveries, on the same calendar day of the week, to the Approved Recyclable Materials Processing 925
Facility. During any period the scales are out of service, Contractor or its Subcontractor shall 926
continue to record all information required by this Subsection 5.2.8 for each delivery of City 927
Delivered Materials to the Approved Recyclable Materials Processing Facility and each Transported 928
load of City Delivered Materials. 929
E. Testing. Contractor or its Subcontractor shall test and calibrate all scales in accordance with 930
Applicable Law and at least once every twelve (12) months. Upon the City’s request, Contractor or 931
its Subcontractor shall promptly provide the City with copies of test results. 932
Upon the City’s request, Contractor or its Subcontractor shall test and calibrate any or all scales 933
within three (3) Working Days. If test results indicate that the scale or scales complied with 934
Applicable Law, the City shall reimburse Contractor the direct costs of the tests. If the test results 935
indicate that the scale or scales did not comply with Applicable Law, Contractor shall bear the costs 936
thereof and Contractor shall, at its own cost, adjust and correct all weight measurements recorded 937
and Per-Ton Rates calculated, charged, and paid, as the case may be, from the date of the City’s 938
request, consistent with the results of that test. 939
F. Weighing Standards and Procedures. Contractor shall use the Approved Recyclable Materials 940
Processing Facility’s entry scale(s) located at the scale house to weigh vehicles and charge Per-Ton 941
Rates. Contractor’s scale house personnel shall be responsible for inspecting the City Delivered 942
Materials delivered to the Approved Recyclable Materials Processing Facility. Contractor shall 943
charge the Per-Ton Rate approved by the City for each Ton of City Delivered Materials . The total 944
Rate charged per load of City Delivered Material shall be based on the total Tonnage of City 945
Delivered Materials. Contractor shall weigh and record inbound weights of all City Delivered 946
Materials when the vehicles arrive at the Approved Recyclable Materials Processing Facility and 947
weigh and record outbound weights of vehicles for which Contractor does not maintain tare weight 948
information. Contractor shall provide each driver a receipt showing the date, time in, time out, 949
Facility name and address, ticket number, operator identification, customer number, payment 950
method, vehicle identification, waste origination, a description of weight codes where applicable, 951
material type, gross weight, tare weight, net weight, quantity of City Delivered Materials that the 952
vehicle delivered to the Approved Recyclable Materials Processing Facility, and the Per-Ton Rate 953
charged therefor. 954
In the event that any Approved Transport Contractor vehicle arriving at the Approved Recyclable 955
Materials Processing Facility is carrying a trailer that contains City Delivered Materials and 956
Recyclable Materials from any other city served by the Approved Transfer Facility, Contractor shall 957
require the Approved Transfer Facility to provide Contractor and/or the Approved Transport 958
Contractor with the inbound weight tickets created at the Approved Transfer Facility indicating the 959
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weight of such Materials that comprise each of the Approved Transport Contractor’s outbound 960
weights, by jurisdiction of origin. Contractor shall then allocate the Tonnage of Recyclable Materials 961
received from the Approved Transport Contractor between the City and such other jurisdictions 962
based on such weight tickets. 963
G. Records. Contractor or its Subcontractor shall maintain scale records and reports that provide 964
information, including date of receipt, inbound time, inbound weights of vehicles, vehicle 965
identification number, jurisdiction of origin of materials received, type of material, hauler 966
identification and/or classification, and all other information as required in accordance with Article 967
6. 968
H. Upon-Request Reporting. If vehicle receiving and unloading operations are recorded on video 969
cameras at the Approved Recyclable Materials Processing Facility, Contractor or its Subcontractor 970
shall make those videos available for City review during the Approved Recyclable Materials 971
Processing Facility’s operating hours, upon the City’s request, and shall provide the name of the 972
driver of any particular load, if available. The City acknowledges that Contractor and its 973
Subcontractors only maintain limited video storage capacity and that older video records are 974
overwritten when storage capacity is reached. 975
5.2.9 Safety 976
Contractor and its Subcontractors shall perform all Recyclables Processing Services in a safe manner, in 977
accordance with Applicable Law and the insurance requirements provided in Article 9. 978
5.2.10 Due Diligence 979
Contractor acknowledges that management of Recyclable Materials is a public health and safety concern. 980
Contractor agrees that it will exercise due diligence in performing Recyclables Processing Services. 981
5.2.11 Right to Enter Facility(ies) and Observe Operations 982
The City and its designated representative(s) may enter, observe, and inspect the Approved Recyclable 983
Materials Processing Facility at any time during Approved Recyclable Materials Processing Facility 984
operations and meet with the Approved Recyclable Materials Processing Facility manager(s) or their 985
representatives upon at least seventy-two (72) hours’ advance request, provided that the City and its 986
representatives comply with Contractor’s or its Subcontractor’s reasonable safety and security rules and 987
do not interfere with the work of Contractor or its Subcontractors. 988
Contractor and each of its Subcontractors acknowledges the City, other governmental agencies, or 989
Extended Producer Responsibility Programs may wish to perform generation and characterization studies 990
periodically with respect to materials covered under this Agreement. Contractor and each Subcontractor 991
agrees that, upon direction from the City, Contractor and such Subcontractor shall participate in and 992
cooperate with the City and other such agencies to perform studies and data collection exercises, as 993
needed, to determine weights, volumes, and compositions of materials generated, Disposed, Diverted, or 994
otherwise Processed at the Approved Recyclable Materials Processing Facility, as applicable. If the City 995
requires Contractor or any Subcontractor to participate in such a study, Contractor and the City shall 996
mutually agree on the scope of services to be provided by Contractor or Subcontractor and the amount 997
of compensation, if any, that the City will pay to Contractor for such participation. In accordance with 998
Sections 3.7 and 8.4, if any such studies are required under an Extended Producer Responsibility Program, 999
Contractor’s participation in such study shall not warrant an increase to Contractor’s Compensation, 1000
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except as otherwise provided in Subsection 8.4.D. In any event, Contractor shall permit and in no way 1001
interfere with the Transport and handling of the subject materials by other Persons for such purposes. 1002
5.3 VEHICLE REQUIREMENTS 1003
A. General. All Recyclables Processing Services operations shall, to the maximum extent feasible, 1004
maintain and over time further implement a low-carbon or no-carbon footprint. Contractor’s 1005
vehicles used to Transport Residue offsite shall comply with Applicable Law at all times. 1006
B. Alternate Facility(ies). Should the events in Subsection 4.1.B occur, Contractor shall provide a 1007
sufficient vehicle fleet to Transport the City’s materials from the Approved Recyclable Materials 1008
Processing Facility to the Alternate Facility(ies), which shall comply with Applicable Law at all times. 1009
C. Reporting. Contractor shall furnish the City a written (electronic) inventory of all vehicles used in 1010
providing Recyclables Processing Services, and shall update the inventory report annually in 1011
accordance with Exhibits D and J. The inventory shall list all vehicles by manufacturer, model year, 1012
vehicle mileage, ID number, date of acquisition, anticipated replacement date, fuel type, capacity, 1013
and decibel rating. 1014
5.4 PERSONNEL 1015
A. General. Contractor and its Subcontractors shall engage, train, and maintain qualified and 1016
competent employees, including managerial, supervisory, clerical, maintenance, and operating 1017
personnel, in numbers necessary and sufficient for operation of the Approved Recyclable Materials 1018
Processing Facility to perform the Recyclables Processing Services required by this Agreement in a 1019
safe and efficient manner. Contractor shall designate at least one (1) qualified Contractor employee 1020
as the City’s primary point of contact and who is principally responsible for facility operations and 1021
resolution of service requests and Complaints. Such individual shall be empowered to negotiate on 1022
behalf of and bind Contractor with respect to any changes in scope, dispute resolution, 1023
compensation adjustments, and service-related matters that may arise during the Term of this 1024
Agreement. 1025
Contractor and its Subcontractors shall use its best efforts to assure that all employees present a 1026
neat appearance and conduct themselves in a courteous manner. Contractor and its Subcontractors 1027
shall not permit its employees to accept, demand, or solicit, directly or indirectly, any additional 1028
compensation or gratuity from the Collection Contractor or members of the public. 1029
B. Driver and Equipment Operator Qualifications. All drivers must have in effect a valid driver’s 1030
license, of the appropriate class, issued by the California Department of Motor Vehicles. Contractor 1031
shall use the Class II California Department of Motor Vehicles employer “Pull Notice Program” to 1032
monitor its drivers for safety. All equipment operators shall be appropriately licensed and/or 1033
credentialed, as required by law or Contractor’s policies, for the type and size of equipment they 1034
will operate at all times. 1035
C. Safety Training. Contractor and its Subcontractors shall provide suitable operational and safety 1036
training for all of its employees who operate vehicles or equipment. Contractor and its 1037
Subcontractors shall train its employees involved in load inspections to identify, and not to Accept, 1038
Exempt Waste. Upon the City Representative’s request, Contractor and its Subcontractors shall 1039
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provide a copy of its safety policy and safety training program, the name of its safety officer, and 1040
the frequency of its trainings. 1041
D. Key Personnel. Contractor and its Subcontractors shall make every reasonable effort to maintain 1042
the stability and continuity of Contractor’s and its Subcontractors’ staff assigned to perform the 1043
services required under this Agreement. Contractor shall notify the City of any changes in 1044
Contractor’s and its Subcontractors’ key staff to be assigned to perform the services required under 1045
this Agreement and shall obtain the approval of the City Representative of all proposed key staff 1046
member changes who are to be assigned to perform services under this Agreement prior to any 1047
assignment. Key staff shall include the General Manager of the Approved Recyclable Materials 1048
Processing Facility and Contractor’s District/Area Manager. 1049
Notwithstanding the City’s approval of Contractor’s and its Subcontractors’ personnel, Contractor 1050
shall not be relieved from any liability resulting from the work to be performed under this 1051
Agreement, nor shall Contractor and its Subcontractors be relieved from its obligation to ensure 1052
that its personnel maintain all requisite certifications, licenses, and the like, and Contractor and its 1053
Subcontractors shall at all times ensure that its personnel fully comply with Applicable Law. 1054
E. Wages and Benefits. The Parties acknowledge the Approved Recyclable Material Processing Facility 1055
is located in the City of San Leandro, California, and that Contractor is obligated to comply with all 1056
of that City’s laws and regulations applicable to the Approved Recyclable Material Processing 1057
Facility, in addition to Applicable Laws. Wages and benefits applicable to employees performing 1058
work under the Agreement shall not be less than those stated in the City of San Leandro’s Municipal 1059
Code Chapter 1-6, Living Wage. Contractor and its Subcontractors shall maintain compliance with 1060
the City of San Leandro’s Living Wage Ordinance throughout the Term of this Agreement. 1061
5.5 CONTRACT MANAGEMENT 1062
The City has designated staff, the City Representative, to be responsible for the monitoring and 1063
administration of this Agreement. Contractor shall designate an employee to serve as Contractor’s 1064
Contract Manager(s) who will be responsible for working closely with the City Representative in the 1065
monitoring and administration of this Agreement. Contractor shall provide the City with a direct phone 1066
and email address for Contractor’s Contract Manager and such Contract Manager shall be available to the 1067
City Representative during all business hours as defined in Subsection 5.2.4. 1068
Contractor’s Contract Manager shall meet and confer with the City Representative to resolve differences 1069
of interpretation and implement and execute the requirements of this Agreement in an efficient, effective 1070
manner that is consistent with the stated objectives of this Agreement. 1071
From time to time, the City Representative may designate other agents of the City to work with Contractor 1072
on specific matters. In such cases, those individuals should be considered designees of the City 1073
Representative for those matters to which they have been engaged. Such designees shall be afforded all 1074
of the rights and access granted thereto. In the event of a dispute between the City Representative’s 1075
designee and Contractor, Contractor may only appeal to the City Representative. 1076
In the event of dispute between the City Representative and Contractor regarding the interpretation of 1077
or the performance of services under this Agreement, the City Representative’s determination shall be 1078
conclusive, except where such determination results in a Material Impact to Contractor’s revenue and/or 1079
cost of operations. For the purposes of this Section, “Material Impact” is an amount equal to or greater 1080
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than fifty thousand dollars ($50,000) per year. In the event of a dispute between the City Representative 1081
and Contractor that results in a Material Impact to Contractor, the provisions of Section 10.9 shall apply. 1082
The City Representative or their designee shall have the right to observe and review Contractor’s 1083
operations and enter Contractor’s premises for the purposes of such observation and review, including 1084
review of Contractor’s records, during reasonable hours with reasonable notice. In no event shall 1085
Contractor prevent access to their premises for a period of more than three (3) calendar days after 1086
receiving such a request. 1087
Contractor shall maintain an after-hours telephone number allowing the City Representative twenty-four 1088
(24) hour per day access to Contractor’s Contract Manager or designee in the event of an emergency 1089
involving Contractor’s equipment or services including, but not necessarily limited to, fires, blocked 1090
access, or property damage. 1091
5.6 DIVERSION METRIC 1092
Contractor shall Accept all of the materials deemed Recyclable by SB 343 and SB 54, as they may be 1093
amended from time to time, as Recyclable Materials for Processing at the Approved Recycle Materials 1094
Processing Facility, in accordance with Subsection 4.2.F. Such materials shall not be considered Prohibited 1095
Container Contaminants within City Delivered Materials, pursuant to Subsection 5.2.3. If there are 1096
change(s) in the materials deemed Recyclable by SB 343 and SB 54, the Parties shall meet and confer upon 1097
request to determine any necessary changes to the public education and outreach provided by the City 1098
and/or Collection Contractor. In addition, Contractor shall also provide ongoing cooperation with both the 1099
Collection Contractor and the City, in accordance with Section 4.5 and Subsection 5.2.3, to identify 1100
common sources of Prohibited Container Contaminants within City Delivered Materials. 1101
ARTICLE 6. 1102
RECORDKEEPING AND REPORTING 1103
6.1 RECORDKEEPING 1104
Contractor shall maintain all accounting, statistical, operational, and other records related to its 1105
performance, as shall be necessary to report as required under this Agreement and Applicable Law and 1106
demonstrate compliance with this Agreement. Unless otherwise required in this Article, Contractor shall 1107
retain all records and data required to be maintained by this Agreement for the Term of this Agreement 1108
plus three (3) years after its expiration or earlier termination. Records and data shall be in chronological 1109
order, an organized form, and readily and easily interpreted. Any such records shall be retrieved and made 1110
available to the City Representative within ten (10) Working Days of a request by the City Representative. 1111
Contractor shall maintain adequate record security to preserve records from events that can be 1112
reasonably anticipated, such as a fire, theft, and earthquake. Electronically maintained data and records 1113
shall be protected and backed up. To the extent that Contractor utilizes its computer systems to comply 1114
with recordkeeping and reporting requirements under this Agreement, Contractor shall, on a monthly 1115
basis, save all system-generated reports supporting those recordkeeping and reporting requirements in a 1116
static format in order to provide an audit trail for all data required. The City shall have the right to inspect 1117
all documents upon which the representations contained in monthly and annual reports are based. 1118
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The City views its ability to defend itself against the Comprehensive Environmental Response, 1119
Compensation and Liability Act (CERCLA) and related litigation as matter s of great importance. For this 1120
reason, the City highly regards its ability to prove where City Delivered Materials are taken for Processing 1121
or Disposal. Therefore, Contractor shall maintain records that can establish where City Delivered Materials 1122
were Processed or Disposed. 1123
Additionally, the City finds it essential to accurately determine the origin of materials received at 1124
Approved Facilities to ensure the appropriate attribution and allocation of Recyclable Materials to the City 1125
and track the final placement of Diverted Commodities at Responsible End Markets. Contractor shall 1126
maintain all necessary records and supporting documentation to accurately allocate the Tons of 1127
Recyclable Materials Diverted or Disposed and prove City Delivered Materials are Recycled at Responsible 1128
End Markets. Contractor shall make such records related to the Person delivering the material, the origin 1129
of the material reported by that Person, and any other information required to reconcile Contractor’s 1130
reports available to the City Representative, without any requirement for a confidentiality agreement or 1131
claim of proprietary/trade secret protection. This provision shall survive the expiration or earlier 1132
termination of this Agreement. Contractor shall maintain these records for a minimum of ten (10) years 1133
beyond expiration or earlier termination of the Agreement. Contractor shall provide these records to the 1134
City (upon request or at the end of the record retention period) in an organized and indexed manner 1135
rather than destroying or disposing of them. 1136
6.2 REPORT SUBMITTAL REQUIREMENTS 1137
Contractor shall submit monthly reports no later than fifteen (15) calendar days after the end of each 1138
month. Contractor shall submit annual reports no later than forty-five (45) calendar days after the end of 1139
each calendar year. Monthly and annual reports shall, at a minimum, include all data and information as 1140
described in Exhibit D. Additionally, upon request by the City, Contractor shall provide any data, described 1141
in Exhibit D, required to respond to requests by local, regional, or State agencies within five (5) Business 1142
Days. 1143
Contractor may propose report formats that are responsive to the objectives and audiences for each 1144
report. The format of each report shall be approved by the City Representative, in their sole discretion. 1145
The City Representative may, from time to time during the Term, review and request changes to 1146
Contractor’s report formats and content and Contractor shall not unreasonably deny such requests. 1147
Contractor shall submit all reports to the City Representative via email using software acceptable to the 1148
City. 1149
The City reserves the right to require Contractor to provide additional reports or documents, or provide 1150
earlier submittal of scheduled reports (e.g., to meet State reporting timelines for SB 1383), as the City 1151
Representative reasonably determines to be required for the administration of this Agreement or 1152
compliance with Applicable Law. 1153
6.3 LATE AND INCORRECT REPORTS 1154
If Contractor does not submit the required report on the due date (or the next Business Day if the due 1155
date is on a weekend or a Holiday), the City may, but shall not be required to, provide notice to Contractor 1156
of such late Annual or Monthly Report thirty (30) calendar days after the report due date in accordance 1157
with Exhibit F. Contractor shall submit the report to the City within fourteen (14) calendar days of the 1158
notice date. 1159
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If the City identifies an error in a report or omission of required information, Contractor shall be given five 1160
(5) Working Days to correct the report from the date of the City’s initial notice. The City shall determine 1161
when Contractor submits a corrected report by verifying its competition and/or accuracy. 1162
If Contractor identifies an error in a report it submitted to the City, Contractor shall notify the City of the 1163
error and submit a corrected report within fifteen (15) calendar days of Contractor’s notice to the City. If 1164
Contractor is late in submitting the corrected report, the City may address the late report as outlined 1165
above. 1166
ARTICLE 7. 1167
CITY REIMBURSEMENTS 1168
7.1 CITY RIGHT TO ESTABLISH FEES 1169
The City retains the right to establish fees on Processing and/or Disposal activities and adjust such fees 1170
during the Term of this Agreement. Such fees shall be established and adjusted as part of the 1171
Governmental Component of the then-applicable Per-Ton Rate, as provided in Article 8. The City 1172
acknowledges that, as of the Commencement Date, there are no such fees. 1173
7.2 OTHER REIMBURSEMENTS 1174
The City shall reserve the right to set "other" reimbursements, as it deems necessary. All such 1175
reimbursements and any fees established pursuant to Section 7.1 above are referred to as City 1176
Reimbursements. The amount, time, method of payment, and adjustment process shall be set in a manner 1177
similar to that for other reimbursements described in this Article. 1178
7.3 ADJUSTMENT TO REIMBURSEMENTS 1179
The City may set other City Reimbursements or adjust the City Reimbursements established in this Article 1180
from time to time during the Term of this Agreement and such other City Reimbursements and 1181
adjustments shall be considered an allowable cost of business not subject to profit mark-up and included 1182
in the adjustment of Rates, as described in Article 8. 1183
7.4 PAYMENT SCHEDULE AND LATE FEES 1184
Within twenty-five (25) calendar days of the end of each calendar quarter during the Term of this 1185
Agreement, Contractor shall remit to the City all City Reimbursements as described in this Article. Such 1186
City Reimbursements shall be remitted to the City and sent or delivered to the City Representative. If such 1187
remittance is not paid to the City on or before the twenty-fifth (25th) calendar day following the end of a 1188
calendar quarter, all City Reimbursements due shall be subject to a delinquency penalty of two percent 1189
(2%), or maximum permitted by law, which attaches on the first (1st) day of delinquency. The delinquency 1190
penalty shall be increased an additional two percent (2%), or maximum permitted by law, for each 1191
additional month the payment remains delinquent. 1192
Each quarterly remittance to the City shall be accompanied by a statement listing the amount of each City 1193
Reimbursement paid and the calculation of each City Reimbursement. The City Representative may, at 1194
any time during the Term, request a detailed calculation of Gross Receipts for each billing period. 1195
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Contractor shall maintain all supporting documents and calculations for each payment made to the City, 1196
as required by Section 6.1. 1197
The City Representative may, at any time during the Term, perform an audit of Contractor’s billings and 1198
payment of City Reimbursements. Contractor shall cooperate with the City Representative in any such 1199
audit. Should the City or its agent perform this review and identify errors in payment of City 1200
Reimbursements valued at one percent (1%) or more for the period reviewed, Contractor shall, in addition 1201
to compensating the City for lost City Reimbursements, reimburse the City’s actual cost of the review. 1202
ARTICLE 8. 1203
CONTRACTOR’S COMPENSATION AND RATE 1204
SETTING 1205
8.1 GENERAL 1206
Contractor’s Compensation for performance of all its obligations under this Agreement shall be Per-Ton 1207
Rates, which will be paid to Contractor by the Collection Contractor in exchange for services provided. 1208
Contractor’s Compensation, provided for in this Article, shall be the full, entire, and complete 1209
compensation due to Contractor pursuant to this Agreement for all labor, equipment, materials and 1210
supplies, Processing and Disposal fees, Government Fees (including City Reimbursements), taxes, 1211
insurance, bonds, overhead, operations, profit, and all other things necessary to perform all the services 1212
required by this Agreement, in the manner and at the times prescribed and in accordance with Applicable 1213
Law. Nothing herein shall obligate the City to provide any compensation directly to Contractor. The initial 1214
Rates provided in Exhibit G assume, except as otherwise provided in this Agreement, compliance with 1215
Applicable Law and associated implementing regulations, including, but not limited to, AB 1201, SB 54, 1216
and SB 343, as they may be further promulgated, amended, or replaced from time to time ; provided, 1217
however, that such initial Rates do not assume compliance with the Advanced Clean Fleets Rule or any 1218
similar current or future statute or regulation as it applies to Contractor’s tractors used to Transport : (i) 1219
City Delivered Materials or Residue to the Approved Disposal Facility, any Alternate Facility, or any 1220
Recyclable Materials Processing Contingency Facility; and, (ii) any glass or other Commodities to 1221
Secondary Processing Facility(ies). Any future adjustments to Contractor’s Compensation due to a Change 1222
in Law shall be made in accordance with Subsection 8.4.E. 1223
If Contractor’s actual costs, including fees due to the City, are more than the Per-Ton Rates, Contractor 1224
shall not be compensated for the difference in actual costs and actual Per-Ton Rates. If Contractor’s actual 1225
costs are less than the actual Per-Ton Rates, Contractor shall retain the difference provided that 1226
Contractor has paid City Reimbursements pursuant to Article 7. 1227
Under this Agreement, Contractor shall have the right and obligation to charge and collect from the 1228
Collection Contractor Per-Ton Rates approved by the City for provision of services under this Agreement. 1229
The Rates and Contractor’s proposed costs and operating assumptions for Rate Period One are outlined 1230
in Exhibit G. 1231
8.2 REMITTANCES TO CONTRACTOR 1232
Each month, within fifteen (15) Business Days after the last day of the preceding month, Contractor shall 1233
provide to the Collection Contractor an invoice detailing the total Tons of City Delivered Materials 1234
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delivered or Transported to the Approved Recyclable Materials Processing Facility from the City Service 1235
Area by the Collection Contractor, or from the Approved Transfer Facility by the Approved Transport 1236
Contractor, and the resulting monies owed to Contractor, based on the then-current Per-Ton Rates. 1237
Contractor shall be responsible for collecting payment for Recyclables Processing Services directly from 1238
the Collection Contractor. Contractor shall cooperate with the Collection Contractor as needed to 1239
calculate and/or reconcile remittance amounts. Except as otherwise expressly provided in Section 4.1, the 1240
City shall not be responsible in any way for any costs incurred by Contractor related to Transport 1241
arrangements between Contractor and the Collection Contractor and/or Approved Transport Contractor. 1242
Any amounts owed by Collection Contractor to Contractor for acting as the Approved Transport 1243
Contractor will be paid by Collection Contractor in accordance with the written agreement between them. 1244
In the event that there is a dispute by the Collection Contractor over the amount of an invoice, Contractor 1245
shall work diligently with the Collection Contractor to expeditiously resolve the dispute in accordance with 1246
Section 10.10. In the event the dispute between Contractor and the Collection Contractor is escalated to 1247
the City pursuant to Section 10.10, the City Representative, in their sole discretion, may make a 1248
determination and such determination shall be final for any dispute involving payment of fifty thousand 1249
dollars ($50,000) or less. 1250
Contractor shall deliver to the Collection Contractor, with a copy to the City, a notice of late payment for 1251
a given monthly invoice thirty (30) calendar days after the date of generation of the invoice. Contractor’s 1252
invoices shall be deemed delinquent if the Collection Contractor has not paid within thirty (30) calendar 1253
days of the date of the notice of late payment. Thereafter, Contractor may suspend Acceptance of City 1254
Delivered Materials until the delinquent invoice(s) are paid in full, excluding disputed amounts. The 1255
delinquent invoice shall bear interest on the unpaid balance at a rate not to exceed one and one -third 1256
percent (1 1/3%) per month or the highest rate permitted by Applicable Law, whichever is less. Contractor 1257
shall maintain copies of all billings and receipts, each in chronological order, for the Term of this 1258
Agreement, for inspection and verification by the City Representative at any reasonable time, but in no 1259
case more than thirty (30) calendar days after receiving a request to do so. 1260
8.3 PER-TON RATES 1261
A.General. The City shall be responsible for approving Per-Ton Rates as described in this Article.1262
1.The Contractor component (“Contractor Component”) that reflects Contractor’s1263
Compensation for the services provided under this Agreement.1264
2.The Government Fee component (“Governmental Component”) that reflects Government1265
Fees assessed for materials handled at the Approved Facilities.1266
The sum of the “Contractor Component” and the “Government Component” shall equal the total 1267
Per-Ton Rate. 1268
B.Rates for Rate Period One. Per-Ton Rates for Rate Period One, which are presented in Exhibit G,1269
were determined by Contractor and the City and were approved along with the Agreement. The1270
Rates for Rate Period One shall be effective from January 1, 2026 through June 30, 2026.1271
C.Definitions. For the purposes of this Section, the following terms shall be defined as follows:1272
1.“Adjustment Date” means the date at which an annual adjustment takes effect.1273
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2. “Annual Percentage Change” means the annual percentage change in the index defined 1274
below and calculated as described in the following paragraph. 1275
The Annual Percentage Change for the index shall be calculated as the Average Index Value 1276
for the most recently available twelve (12) month period ending during the then-current Rate 1277
Period minus the Average Index Value for the corresponding twelve (12) month period ending 1278
during the most recently completed Rate Period, the result of which shall be divided by the 1279
Average Index Value for the same twelve (12) month period ending during the most recently 1280
completed Rate Period. The Annual Percentage Change shall be rounded to the nearest 1281
thousandth (1,000th). 1282
For example, if Contractor is preparing its Rate application due on March 1, 2027 for Rates to 1283
be effective for Rate Period Three, the Annual Percentage Change in CPI shall be calculated 1284
as follows: [(Average CPI for January 2026 through December 2026) – (Average CPI for January 1285
2025 through December 2025)] / (Average CPI for January 2025 through December 2025)]. 1286
3. “Average Index Value” means the sum of the monthly index values during the most recently 1287
available twelve (12) month period divided by twelve (12) (in the case of indices published 1288
monthly) or the sum of the bi-monthly index values divided by six (6) (in the case of indices 1289
published bi-monthly). 1290
4. “CPI-U” means the Consumer Price Index, All Urban Consumers, all items, not seasonally 1291
adjusted San Francisco-Oakland-San Jose Metropolitan Area compiled and published by the 1292
U.S. Department of Labor, Bureau of Labor Statistics. 1293
D. Per-Ton Rate Application. On March 1, prior to the commencement of the Rate Period for which 1294
Per-Ton Rates are to be determined (“upcoming Rate Period”), Contractor shall submit to the City 1295
Representative an application requesting the adjustment of Per-Ton Rates for the upcoming Rate 1296
Period via mail with an email copy in Microsoft Excel format that includes all supporting schedules, 1297
formulas, and calculations. For example, on March 1, 2026, Contractor shall submit its application 1298
for the adjustment of Per-Ton Rates to be effective July 1, 2026, (i.e., Rate Period Two). 1299
Such Application shall include the Rate adjustment calculation in accordance with this Section and 1300
a copy of the Per-Ton Rate schedule currently in effect. 1301
The City shall evaluate Contractor’s application for mathematical accuracy and consistency with the 1302
requirements of the Agreement and shall have the ability to require changes to the application prior 1303
to approval on the basis of the application’s mathematical inaccuracy or failure to comply with the 1304
procedures defined in the Agreement. Upon the City’s agreement that the calculations are 1305
consistent with the requirements of this Agreement and are mathematically accurate, the Per -Ton 1306
Rate adjustment (if any) shall be presented to the City Representative and subject to the City 1307
Representative’s final approval. 1308
E. Changes to Government Fees. In the event of changes to or new Government Fees that are effective 1309
at a time that does not coincide with the annual Rate adjustment, Contractor may notify the City of 1310
the expected increase to any of the Government Fees relating to the Approved Recyclable Materials 1311
Processing Facility. Contractor may request an adjustment to the Per-Ton Rate if such Government 1312
Fees were not in effect on the Effective Date, or, if in effect on the Effective Date, are increased. 1313
Contractor shall notify the City in writing thirty (30) calendar days in advance of any increase in the 1314
Governmental Component due to any such changes in, or imposition of, Government Fees; 1315
provided, however, that any new or increased City Reimbursements will be reimbursed from the 1316
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date imposed without the need for notice from Contractor. The City may review Contractor’s 1317
calculation of the adjusted Governmental Component and resulting adjustment of the Per-Ton Rate 1318
for a period of up to thirty (30) calendar days. During this period, the City may request, and 1319
Contractor shall provide, supporting documentation which justifies the increase. Should the Parties 1320
be in dispute over the adjusted fees at the end of the thirty- (30-) calendar day period, no 1321
adjustment shall be made and the dispute shall be subject to Section 10.9 of this Agreement. Upon 1322
resolution of the dispute, and assuming both Parties agree on the adjustment of the Government 1323
Fee and the resulting adjustment of the Per-Ton Rate, Contractor shall be entitled to the adjusted 1324
Per-Ton Rate payments retroactively to latter of the end of the thirty- (30-) calendar day notice 1325
period or the effective date of the newly-imposed or change in Government Fee. 1326
8.3.1 City Delivered Materials Rates 1327
A. General. The purpose of this Section is to describe and illustrate the method by which the City shall 1328
calculate the annual adjustment to City Delivered Materials Processing Costs. The intent of the 1329
Parties is to limit the adjustment of Processing costs to inflationary indices, but allow adjustment of 1330
both the value of Recyclable Commodities and cost of Disposal, based on the actual operating 1331
results of the Approved Recyclable Materials Processing Facility. 1332
Contractor is not entitled to any funds available through the Department of Resources Recycling 1333
and Recovery (CalRecycle) through its “City/County Payment Program,” pursuant to Section 1334
14581(a)(5)(A), or the “Curbside Supplemental Payments Program,” pursuant to Section 14549.6 1335
of the California Public Resources Code (the California Beverage Container Recycling and Litter 1336
Reduction Act). All such revenues and payments, whether received by Contractor, the City, or the 1337
County, have been considered in the establishment of Rates for services provided under this 1338
Agreement and shall be recognized as revenue to be reflected accordingly in setting of Rates. 1339
B. Adjustment of City Delivered Materials Processing Costs. The cost for categories of the main 1340
components of City Delivered Materials Processing Costs are presented below. Adjustments to 1341
these components to calculate costs for the upcoming Rate Period shall be calculated as follows: 1342
1. Total Annual Cost of Operations 1343
a. Labor-Related Costs. The Labor-Related Costs component of the City Delivered Materials 1344
Processing Costs for the then-current Rate Period is multiplied by one (1) plus the Annual 1345
Percentage Change in the CPI-U. 1346
b. Repairs and Maintenance. The Repairs and Maintenance Costs component of the City 1347
Delivered Materials Processing Costs for the then-current Rate Period is multiplied by 1348
one (1) plus the Annual Percentage Change in the CPI-U. 1349
c. General and Administrative. The General and Administrative Costs component of the 1350
City Delivered Materials Processing Costs for the then-current Rate Period is multiplied 1351
by one (1) plus the Annual Percentage Change in the CPI-U. 1352
d. Other Operational. The Other Operational Costs component of the City Delivered 1353
Materials Processing Costs for the then-current Rate Period is multiplied by one (1) plus 1354
the Annual Percentage Change in the CPI-U. 1355
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e. Depreciation. The Depreciation Costs component of the City Delivered Materials 1356
Processing Costs is one million eight hundred eighty-six thousand four hundred thirty-1357
one dollars ($1,866,431) per year for all Rate Periods and is not adjusted. 1358
f. Interest. The Interest Costs component of the City Delivered Materials Processing Costs 1359
is three hundred seventy-two thousand four hundred ninety-four dollars ($372,494) per 1360
year for all Rate Periods and is not adjusted. 1361
g. Total Annual Cost of Operations Before Profit. The Total Annual Cost of Operations 1362
Before Profit equals the sum of the costs calculated in Subsections 1.a through 1.g above. 1363
h. Profit. Contractor’s profit (“Profit”) on Total Annual Cost of Operations Before Profit shall 1364
be calculated using an operating ratio of eighty-eight percent (88%) on the Total Annual 1365
Cost of Operations Before Profit, as calculated in Subsection 1.h above. 1366
i. Total Annual Cost of Operations. The Total Annual Cost of Operations for the upcoming 1367
Rate Period equals the sum of Total Annual Cost of Operations Before Profit, plus Profit. 1368
j. Base Tons Processed. The Base Tons Processed shall be 75,485 or the Base Tons 1369
Processed from the most recently completed cost-based Rate adjustment, pursuant to 1370
this Section, or as otherwise provided below. 1371
k. Total Annual Cost of Operations Component. The Total Annual Cost of Operations 1372
Component of the City Delivered Materials Processing Costs for the upcoming Rate 1373
Period equals the Total Annual Cost of Operations divided by the Base Tons Processed. 1374
If actual Tons Processed at the Approved Recyclable Materials Processing Facility increase by at least 1375
ten percent (10%), or decrease by at least ten percent (10%), compared to the Base Tons Processed, 1376
the Total Annual Cost of Operations Component shall be the sum of: 1) the actual costs for the 1377
components in Subsections 1.a through 1.e; plus, 2) the fixed annual Depreciation and Interest in 1378
Subsections 1.f and 1.g, respectively. Such total shall be divided by the actual total Tons Processed 1379
for the most recent twelve (12) month period from all sources. The actual total Tons Processed shall 1380
be the next Rate Period’s Base Tons Processed. 1381
C. Residue Disposal Cost. 1382
1. Per-Ton Residue Disposal Cost. The Per-Ton Residue Disposal Cost shall equal the total actual 1383
costs of Transportation and Disposal for any and all Residue that cannot be marketed by 1384
Contractor from the prior, most recent twelve (12) month period divided by the total Tons 1385
Processed at the Approved Recyclable Materials Processing Facility in the same twelve (12) 1386
month period. The Per-Ton cost of Residue Disposal for the purposes of this Section shall be 1387
the Transportation costs and calculated Disposal tip fee paid by Contractor for Residue 1388
Disposal at the Approved Disposal Facility; provided, however, that the calculated Disposal tip 1389
fee shall not exceed an average per-Ton Disposal tip fee equal to one hundred and ten percent 1390
(110%) of the then-current per-Ton Disposal tip fee actually charged to Contractor by the 1391
Approved Disposal facility, which is not the Alternate Disposal Facility. 1392
As of the Commencement Date, the per-Ton Disposal tip fee charged to Contractor by the 1393
Approved Disposal Facility, which is not the Alternate Disposal Facility, is $54.47, and the not 1394
to exceed average per-Ton Disposal tip fee under this Agreement is $59.92. During 1395
Contractor’s annual Rate application, pursuant to Subsection 8.3.D, Contractor shall provide 1396
sufficient documentation to the City to support Contractor’s then-current per-Ton Disposal 1397
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tip fee. The Contractor’s failure to provide such sufficient documentation shall result in the 1398
use of the same not to exceed average per-Ton Disposal tip fee from the current Rate Period 1399
for the upcoming Rate Period. 1400
2. Per-Ton Residue Disposal Credit or Debit. Contractor shall engage a third party to design and 1401
perform a Residue and material characterization study of the City Delivered Materials 1402
Processed at the Approved Recyclable Materials Processing Facility a minimum of one (1) time 1403
per calendar year. Contractor shall propose a study methodology that includes the separate 1404
Processing of at least thirty (30) Tons of City Delivered Materials from the City Service Area, 1405
stratified across no fewer than three (3) distinct days of service, at the Approved Recyclable 1406
Materials Processing Facility under normal operating conditions for the Approved Recyclable 1407
Materials Processing Facility (i.e., staffing levels, belt speed, burden depth). Such study 1408
methodology shall also meet all other requirements described in Exhibit H, including an 1409
explanation of the calculation of the results of the study. Such results shall be calculated in 1410
accordance with calculations performed in Residue and material characterization studies 1411
completed for all other Approved Recyclable Materials Processing Facility users. The 1412
methodology must be approved by the City Representative in writing prior to Contractor 1413
conducting such a study. The City may require Contractor to coordinate the timing and 1414
method of study with other facility users utilizing a similar Residue and characterization 1415
methodology. 1416
The results of that study shall be used to determine the allowable level of Residue Disposal 1417
credit or debit allocated to the City for the upcoming Rate Period. The Per-Ton Residue 1418
Disposal Credit or Debit shall be calculated by multiplying the change in percentage of Residue 1419
found during the Residue characterization described above and the Approved Recyclable 1420
Materials Processing Facility's Residue average from the prior calendar year by the total Tons 1421
of City Delivered Materials Processed. The result shall be multiplied by the Per-Ton cost of 1422
Residue Disposal. The City shall be notified at least thirty (30) calendar days in advance of 1423
each annual study and Contractor shall invite the City Representative to observe all aspects 1424
of the study. 1425
3. Net Residue Disposal Cost Component. The Net Residue Disposal Cost Component of the City 1426
Delivered Materials Processing Costs for the upcoming Rate Period equals the Per-Ton 1427
Residue Disposal Cost less the per-Ton Residue Disposal Credit or Debit to the City. 1428
D. Recyclable Commodity Value. 1429
1. Recyclable Commodity Value. The Recyclable Commodity Value shall equal the net of total 1430
gross revenues from the sale of Commodities less the cost paid to buyers by the Approved 1431
Recyclable Materials Processing Facility for Commodities as a result of marketing Processed 1432
City Delivered Materials. 1433
2. Profit. Contractor’s profit on the Recyclable Commodity Value shall equal five percent (5%) of 1434
the total Recyclable Commodity Value. 1435
3. Recyclable Commodity Value Component. The Recyclable Commodity Value Component of 1436
the City Delivered Materials Processing Costs for the upcoming Rate Period equals the 1437
Recyclable Commodity Value less the profit, divided by the total Tons Processed from all 1438
sources at the Approved Recyclable Materials Processing Facility. 1439
E. Net Per-Ton City Delivered Materials Processing Costs. The Per-Ton City Delivered Materials 1440
Processing Costs shall be the sum of the Per-Ton Total Annual Cost of Operations Component 1441
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2. Upcoming Rate Period = Rate Period Four (July 1, 2028 through June 30, 2029) 1465
3. City Delivered Materials Processing Costs per Ton for then-current Rate Period= $134.32 per Ton 1466
4. Net Residue Transportation Costs for the upcoming Rate Period = $2,237,107 1467
5. Net Residue Disposal Costs for the upcoming Rate Period = $1,168,713 1468
6. Annual Percentage Change in the CPI-U = 0.020 1469
7. Proposed Base Tons Processed = 75,485 Tons 1470
8. Actual City Delivered Material Tonnage for February 1, 2026 through January 31, 2027 = 76,994 1471
Tons 1472
9. City Delivered Material Tonnage for the most-recently completed 12-month period= 78,534 Tons 1473
10. Residue Study Results for the City of Dublin = 19.1% 1474
11. Recyclable Commodity Value for the most recently completed 12-month period = $9,103,630. 1475
Note: All values presented in the following table are hypothetical and used for illustrative purposes only. 1476
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1477
TABLE 1 1478
Example A Calculation of City Delivered Materials Processing Costs for Rate Period Four 1479
Tonnage Change Under the 10% Threshold 1480
1481
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TABLE 2 1482
Example A Calculation of City Delivered Materials Processing Costs for Rate Period Four 1483
Residue Disposal Credit Component Calculation 1484
1485
TABLE 3 1486
Example A Calculation of City Delivered Materials Processing Costs for Rate Period Four 1487
Residue Disposal Component Calculation 1488
1489
1490
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EXAMPLE B 1491
Assumptions for Example City Delivered Materials Processing Cost Calculation: 1492
1. Then-current Rate Period = Rate Period Three (July 1, 2027 through June 30, 2028) 1493
2. Upcoming Rate Period = Rate Period Four (July 1, 2028 through June 30, 2029) 1494
3. City Delivered Materials Processing Costs per Ton for then-current Rate Period= $134.32 per Ton 1495
4. Net Residue Disposal Costs for the upcoming Rate Period = $38.03 1496
5. Proposed Base Tons Processed = 75,485 Tons 1497
6. Actual City Delivered Material Tonnage for February 1, 2026 through January 31, 2027 = 76,994 1498
Tons 1499
7. City Delivered Material Tonnage for the most-recently completed 12-month period= 87,562 Tons 1500
8. Residue Study Results for the City of Dublin = 19.1% 1501
9. Recyclable Commodity Value for the most recently completed 12-month period = $10,616,479 1502
Note: All values presented in the following table are hypothetical and used for illustrative purposes only. 1503
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TABLE 4 1504
Example B Calculation of City Delivered Materials Processing Costs for Rate Period Four 1505
Tonnage Change Over the 10% Threshold 1506
1507
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TABLE 5 1508
Example B Calculation of City Delivered Materials Processing Costs for Rate Period Four 1509
Residue Disposal Component Calculation 1510
1511
TABLE 6 1512
Example B Calculation of City Delivered Materials Processing Costs for Rate Period Four 1513
Residue Disposal Component Calculation 1514
1515
8.4 EXTRAORDINARY RATE ADJUSTMENTS 1516
A. General. It is understood that Contractor accepts the risk for changes in cost of providing City 1517
Delivered Materials Processing services and/or quantities and composition of City Delivered 1518
Materials to the Approved Recyclable Materials Processing Facility, and therefore the extraordinary 1519
adjustments to the Per-Ton Rates shall be limited to a Change in Law or a City-directed change in 1520
scope. If a Change in Law (pursuant to Subsection 8.4.E) or City-directed change in scope (pursuant 1521
to Section 3.5) occurs, the City or Contractor may initiate an extraordinary adjustment to the Per-1522
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Ton Rates, in addition to the annual adjustment described in Section 8.3, in accordance with this 1523
Section. 1524
B. Extraordinary Rate Adjustment Application. Contractor shall prepare an application for the 1525
extraordinary Rate adjustment. Such submittal shall be prepared in compliance with the procedures 1526
described in Subsection 8.3.D and shall provide all additional information requested by the City 1527
Representative specific to the nature of the request being made. Contractor shall pay all reasonable 1528
costs incurred by the City, including the costs of outside accountants, attorneys, and/or consultants, 1529
in order to make a determination of the reasonableness of the requested Rate adjustment. The 1530
application shall clearly document the reason for the proposed adjustment, include calculation of 1531
the proposed Rate adjustments, and provide supporting documentation. 1532
In the event of an application for extraordinary Rate increase, it is understood that Contractor shall 1533
have the burden of demonstrating, to the reasonable satisfaction of the City Representative, that 1534
the failure of the City to adjust the Rates will result in Contractor’s financial loss or failure to achieve 1535
reasonable profitability due to the Change in Law or City-directed change in scope. Contractor shall 1536
have to demonstrate financial loss or a failure to achieve reasonable profitability and allow the City 1537
Representative to review financial statements and supporting documentation. 1538
The City Representative shall have the right to request any other information that they, in their 1539
reasonable judgment, determine is necessary to establish the reasonableness or accuracy of 1540
Contractor’s request for an extraordinary Rate increase. Contractor’s failure to provide any such 1541
documentation required to prove the accuracy of their calculations within thirty (30) calendar days 1542
of the City Representative’s request may result in either the denial of or a delay in the approval of 1543
Contractor’s request for an extraordinary Rate increase. 1544
The City shall have a ninety (90) Business Day review period following receipt of Contractor’s 1545
application for the requested extraordinary Rate adjustment. During this period, the City may 1546
request, and Contractor shall provide, supporting documentation that justifies the increase. Should 1547
the Parties be in dispute over the adjusted Rate at the end of the ninety (90) Business Day period, 1548
no adjustment shall be made and the dispute shall be subject to Section 10.9 of this Agreement. 1549
Upon resolution of the dispute, and assuming both Parties agree on the adjustment of the Rate, 1550
Contractor shall be entitled to the adjusted Rate retroactively to the latter of the end of the sixty 1551
(60) calendar day advance notice period described below or the effective date of the increased 1552
Allowable Costs. 1553
C. Allowable Costs. If the extraordinary Rate adjustment review warrants an increase in the applicable 1554
Rate(s), the adjustment shall cover only Allowable Costs (defined below) and such Allowable Costs 1555
shall be in the proportion of the total volume that Contractor reasonably projects that the City will 1556
deliver to the Approved Recyclable Materials Processing Facility for the Term of this Agreement, 1557
compared with all other users of the Approved Recyclable Materials Processing Facility. 1558
“Allowable Costs” shall include incremental operating, maintenance, monitoring, reporting, and 1559
capital costs, including, but not limited to, the costs of making improvements or modifications at 1560
the Approved Recyclable Materials Processing Facility that are necessary for Contractor’s 1561
performance under this Agreement. Such costs shall only be considered Allowable Costs if they are 1562
brought about by a Change in Law, pursuant to Subsection 8.4.E, or a City-directed change in scope, 1563
pursuant to Section 3.5 or Subsection 8.4.D, if such costs are not otherwise reflected in the 1564
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calculations used to adjust the Per-Ton Rate (e.g., Contractor Component and any Governmental 1565
Components, pursuant to Section 8.3). Contractor shall notify the City in writing sixty (60) calendar 1566
days in advance of any request for increase in the Per-Ton Rate pursuant to this Section. 1567
D. Extended Producer Responsibility Programs. The City may require Contractor’s compliance with 1568
and participation in Extended Producer Responsibility Programs established by existing and/or 1569
future Applicable Law. The Parties shall mutually agree as to whether Contractor is reasonably 1570
suited, or required under Applicable Law, to participate in such an Extended Producer Responsibility 1571
Program. Upon agreement that Contractor is reasonably suited to participate in such an Extended 1572
Producer Responsibility Program, or if directed under Applicable Law, Contractor shall be required 1573
to implement such programs at the Approved Recyclable Materials Processing Facility, to the extent 1574
that doing so does not violate the permits of the subject Facility. Contractor and the City shall meet 1575
and confer to determine alternative options for consideration by the City, if the Parties cannot come 1576
to agreement on Contractor’s suitability to participate in such programs. Prior to implementing any 1577
Extended Producer Responsibility Program, the Parties shall meet and confer to discuss any 1578
adjustments to Contractor’s Compensation, the mechanism for receiving funds from the Extended 1579
Producer Responsibility Program’s administrator, and the allocation of such funds between the City 1580
and Contractor. Contractor shall be responsible for demonstrating all Contractor’s costs associated 1581
with implementation of the Extended Producer Responsibility Program to the City Contract Manger 1582
and/or the Extended Producer Responsibility Program’s administrator. Contractor shall not be 1583
entitled to an extraordinary Rate adjustment under this Section for any costs for which the Extended 1584
Producer Responsibility Program provides funding. 1585
E. Change in Law. Except as provided in Section 3.7, the provisions of this Section shall only include 1586
Changes in Law after the Effective Date that: (i) were not reasonably known to Contractor before 1587
the Effective Date; and, (ii) Contractor can substantiate the cost impact to the reasonable 1588
satisfaction of the City Representative. 1589
The Parties acknowledge that, as of the date of this Agreement, the State has passed legislation 1590
including, but not limited to, AB 1201, SB 54, and SB 343, which may establish further regulatory 1591
requirements. Contractor’s compliance with such regulations shall not warrant any increase to 1592
Contractor’s Compensation; provided, however, that the Advanced Clean Fleets Rule or any similar 1593
current or future statute or regulation, as it applies to Contractor’s tractors used to Transport: (i) 1594
City Delivered Materials or Residue to the Approved Disposal Facility, any Alternate Facility, or any 1595
Recyclable Materials Processing Contingency Facility; and, (ii) any glass or other Commodities to 1596
Secondary Processing Facility(ies), shall be treated as a Change in Law, as provided in Section 3.7. 1597
Contractor agrees to minimize the impact of the costs related to such rules and regulations, prior to 1598
the final rules and regulations being promulgated, to ensure the greatest flexibility for compliance. 1599
Contractor specifically acknowledges that SB 54 is intended to provide cost relief and/or new 1600
revenue to local governments and their ratepayers; however, the specific nature and mechanics of 1601
such compensation remains to be defined in final regulations. The City may initiate a special review 1602
of the Per-Ton Rates in order to maximize the value of such ratepayer relief, once defined in SB 54’s 1603
final regulations. Contractor shall cooperate with the City in implementing the compensation 1604
mechanics and procedures specified under such final regulations. Such cooperation may include, 1605
but is not limited to, providing additional data, calculations, or records; meeting with the City and/or 1606
the applicable Stewardship Organization(s); and supporting with administrative activities that the 1607
City Representative deems reasonably necessary to implement the regulations. 1608
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ARTICLE 9. 1609
INDEMNITY, INSURANCE, AND PERFORMANCE 1610
BOND 1611
9.1 INDEMNIFICATION 1612
A. General. Contractor shall indemnify, defend with counsel reasonably acceptable to the City, and 1613
hold harmless (to the full extent permitted by law) the City and its officers, elected and appointed 1614
officials, employees, volunteers, and agents from and against any and all claims, liability, loss, 1615
injuries, damages, expenses, and costs (including, without limitation, costs and fees of litigation, 1616
including reasonable attorneys’ and expert witness fees and costs) of every nature arising out of or 1617
in connection with Contractor’s performance under this Agreement, or its failure to comply with 1618
any of its obligations contained in this Agreement, except to the extent such loss or damage was 1619
caused by the gross negligence or willful misconduct of the City. The provisions of this Section shall 1620
survive the expiration or termination of this Agreement and shall not be construed as a waiver of 1621
the City’s legal or equitable rights as defined herein and permitted under Applicable Law. 1622
B. Exempt Waste Indemnification. Contractor acknowledges that it is responsible for compliance 1623
during the entire Term of this Agreement with all Applicable Laws. Contractor shall not store, 1624
Transport, use, or Dispose of any Exempt Waste, except in strict compliance with all Applicable 1625
Laws. 1626
Contractor shall indemnify, defend with counsel acceptable to the City, protect, and hold harmless 1627
the City and its officers, employees, volunteers, and agents (collectively, “Indemnitees”) from and 1628
against all claims, damages (including, but not limited to, special, consequential, natural resources, 1629
and punitive damages), injuries, costs, (including, without limitation, any and all response, 1630
remediation, and removal costs), losses, demands, debts, liens, liabilities, causes of action, suits, 1631
legal or administrative proceedings, interest, fines, charges, penalties, and expenses (including, 1632
without limitation, attorneys’ and expert witness fees and costs incurred in connection with 1633
defending against any of the foregoing or in enforcing this indemnity) of any kind whatsoever paid, 1634
incurred, suffered by, or asserted against, Indemnitees arising from or attributable to the acts or 1635
omissions of Contractor, whether or not negligent or otherwise culpable, in connection with or 1636
related to the handling of Exempt Waste under this Agreement, including, without limitation, 1637
damages arising from or attributable to any operations, repair, clean up or detoxification, or other 1638
plan (regardless of whether undertaken due to governmental action). 1639
The foregoing indemnity is intended to operate as an agreement pursuant to §107(e) of CERCLA, 42 1640
USC. §9607(e) and California Health and Safety Code §25364, to defend, protect, hold harmless, 1641
and indemnify the City from liability. 1642
This provision is in addition to all other provisions in this Agreement and shall survive the expiration 1643
or earlier termination of this Agreement. Nothing in this paragraph shall prevent the City from 1644
seeking indemnification or contribution from Persons or entities other than Indemnitees, for any 1645
liabilities incurred by the City or the Indemnitees. 1646
In the event that Contractor negligently or willfully mishandles Exempt Waste in the course of 1647
carrying out its activities under this Agreement, Contractor shall, at its sole expense, promptly take 1648
all investigatory and/or remedial action reasonably required for the remediation of such 1649
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environmental contamination. Prior to undertaking any investigatory or remedial action, however, 1650
Contractor shall first obtain the City’s approval of any proposed investigatory or remedial action. 1651
Should Contractor fail at any time to promptly take such action, the City may undertake such action 1652
at Contractor’s sole cost and expense, and Contractor shall reimburse the City for all such expenses 1653
within thirty (30) calendar days of being billed for those expenses. Any amount not paid within that 1654
thirty (30) calendar day period shall thereafter be deemed delinquent and subject to the delinquent 1655
fee payment provision of Section 7.4. These obligations are in addition to any defense and 1656
indemnity obligations that Contractor may have under this Agreement. The provisions of this 1657
Section shall survive the termination or expiration of this Agreement. 1658
C. Regulatory Indemnification. Contractor’s duty to defend and indemnify herein includes all fines 1659
and/or penalties imposed by any regulatory agency, if the requirements of Applicable Law, 1660
including, but not limited to, AB 939 (1989), SB 341 (2011), AB 1826 (2014), SB 1383 (2016), SB 343 1661
(2021), SB 54 (2022), and AB 1201 (2022), are not met by the City with respect to the services 1662
provided under this Agreement, and such failure is: (i) due to the failure of Contractor to meet its 1663
obligations under this Agreement; or, (ii) due to Contractor delays in providing information that 1664
prevents Contractor or the City from submitting reports to regulators in a timely manner. 1665
Notwithstanding any other provision in this Agreement, Contractor’s obligations in this Subsection, 1666
with respect to such Applicable Law, shall be subject to the provisions of Section 40059.1 of the 1667
Public Resources Code, and Contractor shall not be liable for any indemnity obligations or penalties 1668
under this Agreement in respect of any such requirements, except to the extent that indemnity 1669
obligations by Contractor are enforceable under said Section. 1670
D. CalPERS Eligibility Indemnification. Contractor’s employees, agents, or Subcontractors providing 1671
services under this Agreement shall not: (i) qualify for any compensation and benefit under the 1672
California Public Employees Retirement System (“CalPERS”); (ii) be entitled to any benefits under 1673
CalPERS; (iii) enroll in CalPERS as an employee of the City; (iv) receive any employer contributions 1674
paid by the City for CalPERS benefits; or, (v) be entitled to any other CalPERS-related benefit that 1675
would accrue to a City employee. Contractor’s employees, agents, or Subcontractors hereby waive 1676
any claims to benefits or compensation described in this Section. This Section applies to Contractor 1677
notwithstanding any other agency, State or Federal policy, rule, regulation, law, or ordinance to the 1678
contrary. 1679
If Contractor’s employees, agents, or Subcontractors providing services under this Agreement claim, 1680
or are determined by a court of competent jurisdiction or CalPERS, to be eligible for enrollment in 1681
CalPERS of the City, Contractor shall indemnify, defend, and hold harmless the City for the payment 1682
of any employer and employee contributions for CalPERS benefits on behalf of the employee , as 1683
well as for payment of any penalties and interest on such contributions that would otherwise be 1684
the responsibility of the City. 1685
Contractor’s Compensation under this Agreement shall be the full and complete compensation to 1686
which Contractor and Contractor’s officers, employees, agents, and Subcontractors are entitled for 1687
performance of any work under this Agreement. Neither Contractor nor Contractor’s officers, 1688
employees, agents, and Subcontractors are entitled to any salary or wages, retirement, health, 1689
leave, or other fringe benefits applicable to City employees. The City will not make any Federal or 1690
State tax withholdings on behalf of Contractor. The City shall not be required to pay any workers’ 1691
compensation insurance on behalf of Contractor. 1692
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Contractor agrees to defend and indemnify the City for any obligation, claim, suit, or demand for 1693
taxes or retirement contribution, including any contribution to CalPERS, social security, salary or 1694
wages, overtime, or workers’ compensation payment that the City may be required to make on 1695
behalf of: (i) Contractor; (ii) any employee of Contractor; or, (iii) any employee of Contractor 1696
construed to be an employee of the City for work performed under this Agreement. 1697
E. Hazardous Substance Indemnification. Contractor shall indemnify, defend with counsel acceptable 1698
to the City, protect, and hold harmless the City and its officers, employees, volunteers, and agents 1699
(collectively, “Indemnitees”) from and against all claims, damages (including, but not limited to, 1700
special, consequential, natural resources, and punitive damages), injuries, costs, (including, without 1701
limitation, any and all response, remediation, and removal costs), losses, demands, debts, liens, 1702
liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, 1703
penalties, and expenses (including, without limitation, attorneys’ and expert witness fees and costs 1704
incurred in connection with defending against any of the foregoing or in enforcing this indemnity) 1705
of any kind whatsoever paid, incurred, suffered by, or asserted against, Indemnitees arising from or 1706
attributable to the acts or omissions of Contractor, whether or not negligent or otherwise culpable, 1707
in connection with or related to the handling of any Hazardous Substance or Hazardous Waste under 1708
this Agreement, including, without limitation, damages arising from or attributable to any 1709
operations, repair, clean up or detoxification, or other plan (regardless of whether undertaken due 1710
to governmental action). Notwithstanding the foregoing, however, Contractor shall not be required 1711
to indemnify the City for the costs of any claims arising from the Disposal of Solid Waste and Residue 1712
from City Delivered Materials or from the Processing of such Materials at the Approved Disposal 1713
Facility, including, but not limited to, claims arising under CERCLA, unless such Disposal site is at a 1714
facility owned and operated by Contractor, or such claim is a direct result of Contractor’s actions or 1715
negligence. This indemnity afforded to Indemnitees shall be limited to exclude coverage for 1716
intentional wrongful acts and negligence of Indemnitees, and as provided below. In the event 1717
Disposal occurs at a Disposal site owned by Contractor, Contractor shall be required to indemnify 1718
the City for the costs for any claims arising from the Disposal of Residue at the Disposal site, 1719
including, but not limited to, claims arising under CERCLA. The foregoing indemnity is intended to 1720
operate as an agreement pursuant to §107(e) of CERCLA, 42 USC. §9607(e) and California Health 1721
and Safety Code §25364 to defend, protect, hold harmless, and indemnify the City from liability. 1722
This provision is in addition to all other provisions in this Agreement and shall survive the expiration 1723
or earlier termination of this Agreement. 1724
F. Measure D. Contractor shall indemnify, defend, and hold harmless the City and its officers, 1725
employees, agents, and volunteers, from and against any revenues withheld by the Alameda County 1726
Source Reduction and Recycling Board in the event the Source Reduction and Recycling goals or any 1727
other requirement of Section 64 of the Alameda County Charter (commonly known as Measure D) 1728
are not met by Contractor, with respect to the Recycling and Source Reduction programs under this 1729
Agreement, and such failure is due to the failure of Contractor to meet its obligations under this 1730
Agreement or due to Contractor delays in providing information that prevents Contractor or the 1731
City from submitting reports required by Measure D in a timely manner. 1732
G. Exempt Waste Defense and Indemnification. Contractor shall defend, indemnify, and hold 1733
harmless, at its sole cost and expense with counsel reasonably acceptable to the City, the City in 1734
any Actions that assert or allege Liabilities paid, incurred, suffered by, imposed upon, or asserted 1735
against the City that result or are claimed to have resulted directly or indirectly from the presence, 1736
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Disposal, escape, migration, leakage, spillage, discharge, release , or emission of Exempt Waste or 1737
petroleum to, in, on, at, or under the Landfill, whether: 1738
1. in one (1) or more instance. 1739
2. threatened or transpired. 1740
3. Contractor is negligent or otherwise culpable. 1741
4. those Liabilities are litigated, settled, or reduced to judgment. 1742
For purposes of this Indemnity, “Liabilities” includes Liabilities arising from or attributable to any 1743
operations, repair, clean up or detoxification, or preparation and implementation of any removal, 1744
remedial, response, Closure, Post-Closure, or other plan, regardless of whether undertaken due to 1745
government directive or action, such as remediation of surface or ground water contamination and 1746
replacement or restoration of natural resources. 1747
The City reserves the right to retain, at its own cost and expense, co-counsel and Contractor shall 1748
direct Contractor’s counsel to assist and cooperate with such co-counsel with respect to the City’s 1749
defense. 1750
The foregoing indemnity is intended to operate as an agreement pursuant to 42 U.S.C. Section 1751
9607(e) and California Health and Safety Code Section 25364 to insure, protect, hold harmless, and 1752
indemnify the Authority from liability in accordance with this Section. 1753
9.2 INSURANCE 1754
A. Required Insurance Coverages and Minimum Limits of Insurance . Contractor shall, at its sole cost 1755
and expense, secure and maintain in effect, at all times during the Term of this Agreement, 1756
insurance against claims for injuries to Persons or damages to property, which may arise from or in 1757
connection with Contractor’s performance of work or services under this Agreement. Contractor’s 1758
performance of work or services shall include performance by Contractor’s employees, agents, 1759
representatives, and Subcontractors, as permitted in accordance with Section 3.3 and Subsection 1760
9.2.F. Contractor’s insurance shall not be less than the following coverage and limits of insurance 1761
described in this Section. 1762
B. Required Insurance Coverages and Minimum Limits of Insurance. During the Term of this 1763
Agreement, Contractor shall, at all times, maintain, at its expense, the following coverages and 1764
limits. The commercial general liability insurance shall include broad form property damage 1765
insurance. 1766
1. Insurance coverage shall be with limits not less than the following. The limits of liability for 1767
commercial general liability and automobile liability may be provided through a combination 1768
of primary and excess or umbrella liability policies. Excess policies shall be follow-form to the 1769
underlying policies and include the required parties as additional insured. 1770
Commercial General Liability – Commercial General Liability coverage at least as broad as 1771
Insurance Services Office, Inc. (ISO) form CG 00 01 (or equivalent), in an amount not less than 1772
$10,000,000 per occurrence, $10,000,000 general aggregate, and $10,000,000 products and 1773
completed operations aggregate. The policy shall contain a per project or per location general 1774
aggregate endorsement. Contractor’s policy(s) shall be primary and shall not seek 1775
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contribution from the City. The policy(s) shall be endorsed using ISO form CG 20 10 (or 1776
equivalent) for ongoing operations and ISO form CG 20 37 (or equivalent) for completed 1777
operations to provide that the City and its officers, agents, employees, and volunteers shall 1778
be included as additional insureds under such policy(s). Coverage shall state that Contractor’s 1779
insurance shall apply separately to each insured against whom a claim is made or suit is 1780
brought, except with respect to the limits of the insurer’s liability. Defense costs shall be paid 1781
in addition to the limits. The policy shall allow or be endorsed to include a waiver of 1782
subrogation in favor of the City. 1783
Business Automobile Liability – Business automobile liability coverage for owned, non-owned, 1784
and hired autos using ISO Business Auto Coverage form CA 00 01 (or equivalent) with a limit 1785
of no less than $10,000,000 per accident. The Automobile liability shall be endorsed to contain 1786
MCA 90 coverage. The policy shall allow or be endorsed to include a waiver of subrogation in 1787
favor of the City and its officers, agents, employees, and volunteers. The policy shall provide 1788
that the City and its officers, agents, employees, and volunteers is/are included or named as 1789
additional insureds. 1790
Workers’ Compensation – Statutory Limits/Employers’ Liability – Statutory Workers’ 1791
Compensation Liability coverage and Employer’s Liability coverage for all Persons employed 1792
directly or indirectly by Contractor. The Statutory Workers’ Compensation Insurance and 1793
Employer’s Liability Insurance shall be provided with limits of not less than $1,000,000 each 1794
accident, $1,000,000 by disease-policy limit, and $1,000,000 by disease-each employee. In 1795
the alternative, Contractor may rely on a self-insurance program to meet those requirements, 1796
but only if the program of self-insurance complies fully with the provisions of the California 1797
Labor Code. Determination of whether a self-insurance program meets the standards of the 1798
Labor Code shall be solely in the discretion of the City. The insurer, if insurance is provided, 1799
or Contractor, if a program of self-insurance is provided, shall waive all rights of subrogation 1800
against the City and its officers, officials, employees, and agents for loss arising from work 1801
performed under this Agreement. 1802
Hazardous Waste and Environmental Impairment Liability – Hazardous Waste and 1803
Environmental Impairment Liability coverage or Pollution Liability coverage shall be provided 1804
for liability arising out of sudden, accidental, and gradual pollution and remediation. The 1805
policy limit shall be no less than $10,000,000 per claim. All activities contemplated in this 1806
Agreement shall be specifically scheduled on the policy as “covered operations.” The policy 1807
shall be endorsed to include the City and its officers, employees, and volunteers as insureds. 1808
2. The City and its officers, agents, employees, and volunteers shall be covered as additional 1809
insureds on all but the Workers’ Compensation and Contractor shall provide policy 1810
endorsements as respects: Liability arising out of activities performed by, or on behalf of, 1811
Contractor; products and completed operations of Contractor; premises owned, leased or 1812
used by Contractor; and automobiles owned, leased, hired or borrowed by Contractor. The 1813
coverage shall contain no special limitations on the scope of protection afforded to the City 1814
and its officers, agents, employees, and volunteers. The Automobile liability is endorsed to 1815
contain MCA 90 coverage. 1816
3. The deductibles or self-insured retentions are for the account of Contractor and shall be the 1817
sole responsibility of Contractor. 1818
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4. Each insurance policy shall provide or be endorsed to state that coverage shall not be 1819
suspended, voided, canceled, or reduced in limits by either Party, reduced in coverage or in 1820
limits except after thirty (30) calendar days’ prior written notice has been given to the City 1821
Representative. 1822
5. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-VII, 1823
unless otherwise approved by the City Risk Manager. 1824
6. The policies shall cover all activities of Contractor and its officers, employees, agents, and 1825
volunteers arising out of or in connection with this Agreement. 1826
7. Coverage shall state that Contractor's insurance shall apply separately to each insured against 1827
whom claim is made or suit is brought, except with respect to the limits of the insurer's 1828
liability. 1829
8. For any claims relating to this Agreement, Contractor’s insurance coverage shall be primary, 1830
including as respects the City and its officers, agents, employees, and volunteers. Any 1831
insurance or self-insurance maintained by the City shall apply in excess of, and not contribute 1832
with, insurance provided by Contractor’s liability insurance policy. 1833
9. Contractor shall waive all rights of subrogation against the City and its officers, employees, 1834
agents, and volunteers. 1835
10. Any failure to comply with reporting provisions of the policies shall not affect Contractor’s 1836
obligations to the City and its officers, employees, agents, and volunteers, the Collection 1837
Contractor, or the Approved Transport Contractor. 1838
C. Endorsements and Verification of Coverage. Prior to the Effective Date pursuant to this Agreement, 1839
Contractor shall furnish the City Representative with certificates of insurance and amendatory 1840
endorsements reflecting coverage required by this Agreement. Each required endorsement shall be 1841
attached to the certificates of insurance. The certificates and endorsements for each insurance 1842
policy are to be signed by a Person authorized by that insurer to bind coverage on its behalf. All 1843
certificates or endorsements are to be declared to, and approved by, the City Risk Manager before 1844
work commences. Insurance is to be placed with insurers acceptable to the City Risk Manager. 1845
Proof of insurance shall be mailed to the following address, or any subsequent address as may be 1846
directed in writing by the City Risk Manager and/or the City Representative: 1847
CITY OF DUBLIN 1848
Attn: Risk Management 1849
100 Civic Plaza 1850
Dublin, CA 94568 1851
D. Renewals. During the Term of this Agreement, Contractor shall furnish the City Risk Manager with 1852
new certificates and amendatory endorsements reflecting renewals, changes in insurance 1853
companies, and any other documents reflecting the maintenance of the required coverage 1854
throughout the entire Term of this Agreement. The certificates and endorsements are to be signed 1855
by a Person authorized by that insurer to bind coverage on its behalf. Proof of insurance shall be 1856
mailed to the same address listed in Subsection 9.2.C above, or any subsequent address as may be 1857
directed in writing by the City Risk Manager and/or the City Representative. 1858
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E. Contractor Compliance. Contractor shall comply with all requirements of policies and the insurers. 1859
Carrying insurance shall not relieve Contractor from any obligations under this Agreement. Nothing 1860
in this Agreement may be construed as limiting in any way the extent to which Contractor may be 1861
held responsible for payments of damages to Persons or property resulting from Contractor's or any 1862
Subcontractors’ performance of services. 1863
F. Subcontractor Insurance Requirements. Subject to the City’s approval of Contractor’s use of any 1864
Subcontractor(s) in accordance with Section 3.3, Contractor shall include all Subcontractor(s) as 1865
insureds under its policies or shall have each Subcontractor obtain separate policies, certificates and 1866
endorsements. All coverages for any approved Subcontractor(s) shall be subject to all of the 1867
requirements stated herein and name the City as an additional insured. The City Representative 1868
may waive or excuse these insurance requirements in its sole discretion. Contractor shall require 1869
that all Subcontractor(s) comply with all material terms of this Agreement. 1870
9.3 PERFORMANCE BOND 1871
Within seven (7) calendar days of the City’s notification to Contractor that the City has executed this 1872
Agreement, Contractor shall file with the City a bond, payable to the City and in a format approved by the 1873
City, securing Contractor's performance of its obligations under this Agreement. Such bond shall be 1874
renewed annually, if necessary, so that the performance bond is maintained at all times during the Term. 1875
The principal sum of the bond shall be two hundred seventy thousand dollars ($270,000). The bond shall 1876
be adjusted every three (3) years, commencing with Rate Period Three, to equal three (3) months of the 1877
prior Rate Period’s annual Gross Receipts. The bond shall be executed as surety by a corporation 1878
authorized to issue surety bonds in the State of California that has a rating of A or better in the most 1879
recent edition of Best’s Key Rating Guide, and that has a record of service and financial condition 1880
satisfactory to the City. 1881
In lieu of a performance bond, the City and Contractor may agree that Contractor shall provide for the 1882
issuance of an irrevocable stand by letter of credit (the "Letter of Credit") by a bank approved by the City 1883
in its sole discretion (the "Bank") for the benefit of the City for at least the duration of the Contract Year 1884
for which the letter of credit is deposited. Such Letter of Credit shall be in the amount of one hundred 1885
sixty thousand dollars ($160,000). Nothing in this Section shall in any way obligate Authority to accept a 1886
Letter of Credit in lieu of the performance bond. 1887
The expiration date of the Letter of Credit must not be sooner than the Term of this Agreement provided 1888
in Section 2.1, unless it provides that it will not be terminated, modified , or not renewed, except after 1889
prior written notice by certified mail, return receipt requested, to the City sixty (60) calendar days in 1890
advance of termination or failure to renew. The Letter of Credit may expire on the date on which the Bank 1891
receives a certificate from the City saying that: (i) the Term has expired; (ii) this Agreement has been 1892
terminated and Contractor owes the City no money under this Agreement; or; (iii) Contractor has 1893
substituted an alternative Letter of Credit or other security document acceptable to the City in the City's 1894
sole discretion. The form of the Letter of Credit, including the procedures for and place of demand for 1895
payment and drawing certificate attached thereto, is subject to approval of the City in its sole discretion, 1896
following the notice procedures defined in Section 12.9 below. The Letter of Credit must be transferable 1897
to any successor or assignee of the City. 1898
The City shall have the right to draw against the faithful performance bond or the Letter of Credit in the 1899
event of a breach or default of Contractor or the failure of Contractor to perform fully any obligation under 1900
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this Agreement. Within five (5) calendar days of receipt of notice from the City of such breach or default, 1901
Contractor shall renew or replace such sums of money as needed to bring the faithful performance bond 1902
or Letter of Credit current. 1903
ARTICLE 10. 1904
DEFAULT AND REMEDIES 1905
10.1 EVENTS OF DEFAULT 1906
All provisions of the Agreement are considered material. Each of the following shall constitute an event 1907
of default. 1908
A. Fraud or Deceit. Contractor, its Affiliates, any Subcontractor, or any other Person employed by or 1909
with an ownership interest in Contractor, its Affiliates, or any Subcontractor practices, or attempts 1910
to practice, any fraud or deceit upon the City. 1911
B. Insolvency or Bankruptcy. Contractor becomes insolvent, unable, or unwilling to pay its debts, or 1912
upon entry of an order for relief in favor of Contractor in a bankruptcy proceeding. 1913
C. Failure to Maintain Coverage. Contractor fails to provide or maintain in full force and effect the 1914
Workers' Compensation, liability, or any other insurance coverage as required by this Agreement. 1915
D. Violations of Regulation. Contractor receives any notices, citations, orders or filings of any 1916
regulatory body having authority over Contractor relative to this Agreement, provided that 1917
Contractor may contest any such orders or filings by appropriate proceedings conducted in good 1918
faith, in which case no breach or default of this Agreement shall be deemed to have occurred. 1919
E. Violations of Applicable Law. Contractor has been found by a court of proper jurisdiction to be in 1920
violation of Applicable Law (other than criminal law) directly or indirectly related to the 1921
performance of this Agreement, provided that Contractor may contest any such allegation or finding 1922
by appropriate proceedings conducted in good faith, in which case no breach or default of this 1923
Agreement shall be deemed to have occurred. 1924
F. Failure to Perform Direct Services. 1925
1. General. Contractor fails to Accept City Delivered Materials at the Approved Recyclable 1926
Materials Processing Facility or ceases to provide Recyclables Processing Services as required 1927
under this Agreement for a period of two (2) consecutive calendar days or more, for any 1928
reason within the control of Contractor. 1929
2. Suspension or Termination of Service. Any termination or suspension of the transaction of 1930
business by Contractor related to this Agreement lasting more than two (2) calendar days. 1931
3. Labor Unrest. Pursuant to Section 10.7, Contractor fails to perform services as required under 1932
this Agreement for any period of time due to labor unrest, including, but not limited to, strike, 1933
work stoppage or slowdown, sickout, picketing, or other concerted job action conducted by 1934
Contractor’s employees or directed at Contractor or an Affiliate; or any labor action initiated 1935
by Contractor, including, but not limited to, a lockout. 1936
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4. Facility Disruption. Contractor is unable to use any of the Approved or Alternate Facilities 1937
under this Agreement for more than thirty (30) days in a consecutive twelve (12) month 1938
period. 1939
G. Failure to Use Approved Facilities. Contractor fails to Process City Delivered Materials at the 1940
Approved Recyclable Materials Processing Facility and/or fails to deliver Residue from Processing 1941
City Delivered Materials to the Approved Disposal Facility. 1942
H. Failure to Pay or Report. Contractor fails to make any payments to the City required under this 1943
Agreement, including payment of City Reimbursements or Liquidated Damages, or Contractor fails 1944
to pay Approved Facility operators as provided under this Agreement and/or refuses to provide the 1945
City with required information, reports, and/or records in a timely manner as provided for in the 1946
Agreement. 1947
I. Acts or Omissions. Any other act or omission by Contractor that violates the terms, conditions, or 1948
requirements of this Agreement or Applicable Law and which is not corrected or remedied within 1949
the time set in the written notice of the violation, if Contractor cannot reasonably correct or remedy 1950
the breach or violation within the time set forth in such notice, or if Contractor should fail to 1951
commence to correct or remedy such violation within the time set forth in such notice and diligently 1952
effect such correction or remedy thereafter. 1953
J. False, Misleading, or Inaccurate Statements. Any representation or disclosure made to the City by 1954
Contractor in connection with or as an inducement to entering into this Agreement, or any future 1955
amendment to this Agreement, which proves to be false or misleading in any material respect as of 1956
the time such representation or disclosure is made, whether or not any such representation or 1957
disclosure appears as part of this Agreement; and, any Contractor-provided report containing a 1958
misstatement, misrepresentation, data manipulation, or an omission of fact or content explicitly 1959
defined by the Agreement, excepting non-numerical typographical and grammatical errors. 1960
K. Seizure or Attachment. Any seizure of, attachment of, or levy on some or all of Contractor’s 1961
operating equipment, including, without limitation, its equipment, maintenance or office facilities, 1962
or the Approved Recyclable Materials Processing Facility owned/operated by Contractor, by 1963
Affiliates, and/or by Subcontractors, or any part thereof. 1964
L. Criminal Activity. Contractor and its officers, managers, or employees are found guilty of Criminal 1965
Activity related directly or indirectly to performance of this Agreement or any other agreement held 1966
with the City. 1967
M. Assignment without Notice. Contractor transfers or assigns this Agreement without providing 1968
written notice to the City of Contractor’s intent to transfer or assign this Agreement in accordance 1969
with Section 12.9. 1970
N. Failure to Perform Any Obligation. Contractor fails to perform any obligation established under this 1971
Agreement. 1972
The City shall provide Contractor written notice of default within seven (7) calendar days of the City’s first 1973
knowledge of Contractor’s default. 1974
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10.2 RIGHT TO TERMINATE UPON EVENT OF DEFAULT 1975
Contractor shall be given three (3) Business Days from written notification by the City to cure any default 1976
which, in the City Manager’s sole opinion, creates a potential public health or safety threat. 1977
Contractor shall be given three (3) Business Days from written notification by the City to cure any default 1978
arising under Subsections C, E, F.1, F.2, I, J, and K in Section 10.1; provided, however, that the City shall 1979
not be obligated to provide Contractor with a notice and cure opportunity:: (i) if Contractor has committed 1980
the same or similar breach/default within a twenty-four (24) month period; or, (ii) for events of default 1981
arising under Subsections F.3 and F.4 in Section 10.1. 1982
Contractor shall be given thirty (30) calendar days from written notification by the City to cure any other 1983
default (that is not required to be cured within three (3) Business Days); provided, however, that the City 1984
shall not be obligated to provide Contractor with a notice and cure opportunity if Contractor has 1985
committed the same or similar breach/default within a twenty-four (24) month period. 1986
10.3 CITY’S REMEDIES IN THE EVENT OF DEFAULT 1987
Upon Contractor’s default, the City has the following remedies: 1988
A. Waiver of Default. The City may waive any event of default or Contractor’s requirement to cure a 1989
default event if the City determines that such waiver would be in the best interest of the City. The 1990
City’s waiver of an event of default is not a waiver of future events of default that may have the 1991
same or similar conditions. 1992
B. Suspension of Contractor’s Obligation. The City may suspend Contractor’s performance of its 1993
obligations if Contractor fails to cure default in the time frame specified in Section 10.2 until such 1994
time Contractor can provide assurance of performance in accordance with Section 10.8. 1995
C. Liquidated Damages. The City may assess Liquidated Damages for Contractor’s failure to meet 1996
specific performance standards pursuant to Section 10.6 and Exhibit F. 1997
D. Termination. In the event that Contractor should default, and subject to the right of Contractor to 1998
cure, in the performance of any provisions of this Agreement, and the default is not cured for any 1999
default within three (3) Business Days, if the default creates a potential public health or safety threat 2000
or arises under Subsection C, E, F.1, F.2, I, J, or K in Section 10.1, or otherwise thirty (30) calendar 2001
days after receipt of written notice of default from the City, then the City may, at its option, 2002
terminate this Agreement. In the event the City decides to terminate this Agreement, the City shall 2003
serve upon Contractor twenty (20) calendar days’ written notice of its intention to terminate. In the 2004
event the City exercises its right to terminate this Agreement, the City may, at its option, upon such 2005
termination, either directly undertake performance of the services or arrange with other Persons 2006
to perform the services with or without a written agreement. This right of termination is in addition 2007
to any other rights of the City upon a failure of Contractor to perform its obligations under this 2008
Agreement. 2009
Contractor shall not be entitled to any further revenues from Processing or Disposal operations 2010
authorized hereunder from and after the date of termination. 2011
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E. Other Available Remedies. The City’s election of one (1) or more remedies described herein shall 2012
not limit the City from any and all other remedies at law and in equity , including injunctive relief, 2013
etc. 2014
10.4 POSSESSION OF RECORDS UPON TERMINATION 2015
In the event of termination for an event of default, Contractor shall furnish the City Manager with 2016
immediate access to all of its business records, including without limitation, proprietary Contractor 2017
computer systems, related to its services under this Agreement. 2018
10.5 CITY'S REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE 2019
The City's rights to terminate the Agreement under Section 1 0.2 and to take possession of Contractor's 2020
records under Section 10.4 are not exclusive, and the City's termination of the Agreement and/or the 2021
imposition of Liquidated Damages shall not constitute an election of remedies. Instead, these rights shall 2022
be in addition to any and all other legal and equitable rights and remedies which the City may have. 2023
By virtue of the nature of this Agreement, the urgency of timely, continuous, and high-quality service; the 2024
lead time required to effect alternative service; and, the rights granted by the City to Contractor, the 2025
remedy of damages for a breach hereof by Contractor is inadequate and the City shall be entitled to 2026
injunctive relief (including, but not limited to, specific performance). 2027
10.6 PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES 2028
A. General. The Parties find that, as of the time of the execution of this Agreement, it is impractical, if 2029
not impossible, to reasonably ascertain the extent of damages incurred by the City as a result of a 2030
breach by Contractor of its obligations under this Agreement. The factors relating to the 2031
impracticability of ascertaining damages include, but are not limited to, the fact that: (i) substantial 2032
damage results to members of the public who are denied services or denied quality or reliable 2033
service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of the benefits 2034
of the Agreement to individual members of the general public for whose benefit this Agreement 2035
exists, in subjective ways and in varying degrees of intensity , which are incapable of measurement 2036
in precise monetary terms; (iii) exclusive services might be available at substantially lower costs than 2037
alternative services and the monetary loss resulting from denial of services or denial of quality or 2038
reliable services is impossible to calculate in precise monetary terms; and, (iv) the termination of 2039
this Agreement for such breaches and other remedies are, at best, a means of future correction and 2040
not remedies that make the public whole for past breaches. 2041
B. Service Performance Standards; Liquidated Damages for Failure to Meet Standards. The Parties 2042
further acknowledge that consistent and reliable Processing and Disposal services are of utmost 2043
importance to the City and that the City has considered and relied on Contractor's representations 2044
as to its quality of service commitment by awarding the Agreement to Contractor. The Parties 2045
recognize that some quantified standards of performance are necessary and appropriate to ensure 2046
consistent and reliable service and performance. The Parties further recognize that, if Contractor 2047
fails to achieve the performance standards or fails to submit required documents in a timely 2048
manner, the City and its residents and businesses will suffer damages, and that it is, and will be, 2049
impractical and extremely difficult to ascertain and determine the exact amount of damages that 2050
the City will suffer. Therefore, without prejudice to the City’s right to treat such non-performance 2051
as an event of default under this Section, the Parties agree that the Liquidated Damages amounts 2052
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established in Exhibit F of this Agreement represent a reasonable estimate of the amount of such 2053
damages, considering all of the circumstances existing on the Effective Date of this Agreement, 2054
including the relationship of the sums to the range of harm to the City that reasonably could be 2055
anticipated and the anticipation that proof of actual damages would be costly or impractical. 2056
Contractor agrees to pay (as Liquidated Damages and not as a penalty) the amounts set forth in 2057
Exhibit F: Performance Standards and Liquidated Damages. 2058
Before assessing Liquidated Damages, the City shall give Contractor notice of its intention to do so. 2059
The notice will include a brief description of the incident(s) and non-performance. The City may 2060
review (and make copies at its own expense) all information in the possession of Contractor relating 2061
to incident(s) and/or non-performance. The City may, within thirty (30) Business Days after issuing 2062
the notice, request a meeting with Contractor. The City may present evidence of non-performance 2063
in writing and through testimony of its employees and others relevant to the incident(s) and non-2064
performance. The City Manager shall provide Contractor with a written explanation of their 2065
determination on each incident(s) and non -performance prior to authorizing the assessment of 2066
Liquidated Damages under this Section. Within ten (10) Business Days of receipt of such notice of 2067
intention to assess Liquidated Damages, or within forty (40) Business Days if the intended 2068
assessment results in a Material Impact, as defined in Section 5.5, no Liquidated Damages may be 2069
imposed on Contractor until Contractor has been given a reasonable opportunity to respond to 2070
allegations and meet and confer with the City Manager. The City Manager’s decision shall be final, 2071
subject to Contractor’s ability to pursue judicial relief in accordance with Section 10.9. 2072
C. Amount. The City may assess Liquidated Damages for each Working Day or event, as appropriate, 2073
that Contractor is determined to be liable in accordance with this Agreement in the amounts 2074
specified in Exhibit F. Liquidated Damages shall be subject to annual adjustment on each July 1 equal 2075
to the Annual Percentage Change in the CPI-U, as defined in Section 8.3. 2076
D. Timing of Payment. Contractor shall pay any Liquidated Damages assessed by the City within ten 2077
(10) Business Days of the date the Liquidated Damages are assessed. If they are not paid within the 2078
ten (10) Business Day period, the City may proceed against the performance bond required by the 2079
Agreement and/or order the termination of the rights granted by this Agreement. 2080
10.7 EXCUSE FROM PERFORMANCE 2081
A. General. Notwithstanding any other provision in this Agreement, each Party shall be excused from 2082
performing its respective obligations hereunder and from any obligation to pay Liquidated Damages 2083
if it is prevented from so performing by reason of floods, earthquakes, other acts of nature, war, 2084
civil insurrection, riots, acts of any local, State, or Federal government (including judicial action), 2085
and other similar catastrophic events that are beyond the control of and not the fault of the Party 2086
claiming excuse from performance hereunder (each a “Force Majeure Event”). 2087
B. Third Party Labor Unrest. In the case of labor unrest or job action directed at a third party over 2088
whom Contractor has no control and the inability of Contractor to provide services in accordance 2089
with this Agreement due to the unwillingness or failure of the third party to: (i) provide reasonable 2090
assurance of the safety of Contractor's employees while providing such services ; or, (ii) make 2091
reasonable accommodations with respect to point of delivery, time of Acceptance, or other 2092
operating circumstances to minimize any confrontation with pickets or the number of Persons 2093
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necessary to perform Processing or Disposal services, shall, to that limited extent, excuse 2094
Contractor’s performance of such services. The foregoing excuse shall be conditioned on 2095
Contractor's cooperation in performing Processing and/or Disposal services at different times and 2096
in different locations (as provided in Section 4.1). If Contractor and/or the Approved Transport 2097
Contractor is unable to use any of the Approved or Alternate Facilities under this Agreement for 2098
more than thirty (30) days in a consecutive twelve (12) month period for any reason, including, but 2099
not limited to, third-party labor unrest, and such inability prevents Contractor from performing its 2100
obligations under this Agreement through the use of Alternate Facilities as provided for in Section 2101
4.1, such circumstance shall be considered an event of default in accordance with Subsection 10.1.F. 2102
C. Contractor Labor Unrest. In the event of labor unrest, including, but not limited to, strike, work 2103
stoppage or slowdown, sickout, picketing, or other concerted job action conducted by Contractor’s 2104
employees or directed at Contractor or an Affiliate, Contractor shall not be excused from 2105
performance and such event shall not be considered a Force Majeure event under this Section. 2106
Contractor may direct City Delivered Materials to an Alternate Facility, as provided in Section 4.1. 2107
In such case, Contractor shall continue to provide consistent, reliable, and uninterrupted levels of 2108
performance during the pendency thereof. Any labor action initiated by Contractor, including, but 2109
not limited to, a lockout, shall not be grounds for any excuse from performance and Contractor shall 2110
perform all obligations under this Agreement during the pendency of such Contractor-initiated labor 2111
action. In the event that any labor unrest related to Contractor’s operations or Approved Facility(ies) 2112
causes those Approved Facility(ies) to be partially or completely inaccessible by the Collection 2113
Contractor and/or the Approved Transport Contractor, and thereby creates increased costs for the 2114
City and/or the Collection Contractor, or the Approved Transport Contractor related to delivery to 2115
Alternate Facilities, Contractor shall be liable for any and all such costs. In the event of such 2116
increased costs, the City shall make a determination of the allowable costs under the Collection 2117
Agreement, as well as any direct or indirect costs incurred by the City, during the pendency of such 2118
disruption. Contractor shall pay to the City or, at the City’s direction, the Collection Contractor the 2119
amount of such increased costs, as determined by the City within thirty (30) calendar days of 2120
receiving the City’s determination. 2121
D. Notice. The Party claiming excuse from performance shall, within two (2) calendar days after such 2122
Party has notice of such cause, give the other Party notice of the facts constituting such cause and 2123
asserting its claim to excuse under this Section. If either Party validly exercises its rights under this 2124
Section, the Parties hereby waive any claim against each other for any damages sustained thereby. 2125
E. Default and Termination. The partial or complete interruption or discontinuance of Contractor's 2126
services caused by one (1) or more Force Majeure Events shall not constitute a default by Contractor 2127
under this Agreement, except as otherwise specified in Subsection 10.1.F.4. Notwithstanding the 2128
foregoing, if Contractor is excused from performing its obligations hereunder for any of the causes 2129
listed in this Section for a period of thirty (30) calendar days or more, the City shall nevertheless 2130
have the right, in its sole discretion, to terminate this Agreement by giving ten (10) Business Days’ 2131
notice to Contractor, provided that Contractor does not fully resume performance of its obligations 2132
hereunder within such ten (10) Business Days, in which case the provisions of Section 10.4 shall 2133
apply. 2134
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10.8 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE 2135
The Parties acknowledge that it is of the utmost importance to the City and the health and safety of all 2136
those members of the public residing or doing business within the City who will be adversely affected by 2137
interrupted waste management service that there be no material interruption in services provided under 2138
this Agreement. 2139
If Contractor: (i) is the subject of any labor unrest including work stoppage or slowdown, sickout, picketing , 2140
or other concerted job action; (ii) appears in the reasonable judgment of the City to be unable to regularly 2141
pay its bills as they become due; or, (iii) is the subject of a civil or criminal judgment or order entered by 2142
a Federal, State, regional, or local agency for violation of an Applicable Law, and the City believes in good 2143
faith that Contractor's ability to perform under the Agreement has thereby been placed in substantial 2144
jeopardy, the City may, at its sole option and in addition to all other remedies it may have, demand from 2145
Contractor reasonable assurances of timely and proper performance of this Agreement, in such form and 2146
substance as the City believes in good faith is reasonably necessary within the circumstances to evidence 2147
continued ability to perform under the Agreement. If Contractor fails or refuses to provide satisfactory 2148
assurances of timely and proper performance in the form and by the date required by the City, such failure 2149
or refusal shall be an event of default for purposes of Section 10.1. 2150
10.9 DISPUTE RESOLUTION 2151
In the event of dispute between the City and Contractor regarding the interpretation of or the 2152
performance of services under this Agreement that results in a Material Impact to Contractor’s revenue 2153
and/or cost of operations, as defined in Section 5.5, the provisions of this Section shall apply. These 2154
provisions shall not apply as to matters which this Agreement expressly indicates that a City decision or 2155
determination is final. 2156
A. Meet and Confer. The City and Contractor agree that they shall promptly meet and confer to 2157
attempt to resolve the matter between themselves. 2158
B. Mediation. In the event that disputes that arise under this Agreement cannot be resolved 2159
satisfactorily between the Parties in accordance with Subsection 10.9.A, the City and Contractor 2160
agree that such disputes shall be submitted to mandatory, non-binding mediation by a mutually 2161
agreed-upon independent third party. 2162
C. Period of Time. Insofar as allowed by Applicable Law, the period of time otherwise applicable for 2163
filing claims against the City under Applicable Law shall be tolled during the period of time for which 2164
meet and confer or mediation procedures are pending, in accordance with Subsections 10.9.A and 2165
10.9.B. 2166
D. Litigation. Litigation may be commenced only after all reasonable efforts to resolve the dispute(s) 2167
pursuant to Subsections 10.9.A and 10.9.B have failed and any necessary claim(s) have been denied. 2168
10.10 COOPERATION AND DISPUTES BETWEEN CONTRACTORS 2169
Contractor shall fully comply with its obligations to provide services under this Agreement, including 2170
Acceptance of City Delivered Materials, in a manner that meets the requirements of this Agreement and 2171
Applicable Law. Contractor shall also fully comply with its obligations to deliver Residue from Processing 2172
City Delivered Materials to the Approved Disposal Facility. In the event of disputes between the Collection 2173
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Contractor and Contractor, between the Approved Transport Contractor and Contractor, or between 2174
Contractor and the Approved Facility(ies), either party may provide written notice of the dispute to the 2175
City and any other party involved in the dispute. If Contractor initiates a written notice of dispute, such 2176
notice shall include a summary of the dispute, the Section(s) of the Agreement or agreements from which 2177
the asserted dispute arises, an estimate of the asserted financial implications to Contractor, and a 2178
proposed resolution. Contactor agrees to timely meet and confer directly with the Collection Contractor, 2179
the Approved Transport Contractor, or Approved Facility(ies) in good faith to resolve the dispute for thirty 2180
(30) calendar days following the initial notice to the City and the other involved party. A longer period 2181
may be established if mutually agreed upon between the parties. If at the end of the thirty (30) day period, 2182
Contractor and the Collection Contractor, Contractor and the Approved Transport Contractor, or 2183
Contractor and Approved Facility(ies) have met and conferred in good faith but have not resolved the 2184
dispute, either party to the dispute may notify the City, and the City shall facilitate the dispute resolution 2185
procedure in accordance with Section 10.9, as well as any applicable provisions of the involved party’s 2186
contract with the City. In the event of a dispute, Contractor shall continue performance of Contractor’s 2187
obligations under this Agreement and shall attempt to continue to resolve that dispute in a cooperative 2188
manner, including, but not limited to, negotiating in good faith. 2189
10.11 ACTS NECESSARY TO PERFORM SERVICE 2190
The City’s failure to specifically require an act necessary to perform any of the services required under 2191
this Agreement and comply with Appliable Law does not relieve Contractor of its obligation to perform 2192
such act or the service(s) dependent on such act, or to comply with Applicable Law at all times throughout 2193
the Term of this Agreement. Further, any suggestions or recommendations, whether verbal or in writing, 2194
made by the City to Contractor shall not be relied upon by Contractor to the extent such suggestions or 2195
recommendations may compromise or inhibit Contractor’s performance under this Agreement or ability 2196
to comply with Applicable Law. Contractor assumes all liability and responsibility for actions and inactions 2197
to perform services under this Agreement in accordance with Applicable Law and expressly waives any 2198
claims against the City, or use of City’s actions or inactions as a legal defense for Contractor’s failure to 2199
perform or comply with Applicable Law in the performance of this Agreement. 2200
In the event of any ambiguity as to the interpretation of the Agreement or the requirements of Contractor 2201
under this Agreement, Contractor shall be responsible for seeking clarity and approval from the City prior 2202
to engaging in actions to resolve ambiguities not otherwise explicitly stated in the Agreement. To the 2203
extent that Contractor engages or fails to engage in performing an act in violation of this Agreement or 2204
Applicable Law and fails to obtain explicit written permission from the City in advance, Contractor shall 2205
be solely liable and the City shall not be responsible for any payment, compensation adjustments, or 2206
administrative support arising from Contractor’s actions or inactions. To the extent Contractor’s non -2207
compliance results in increased costs to the City, the City shall notify Contractor, identifying the dollar 2208
value of such cost impacts, and Contractor shall, within thirty (30) calendar days of written notice from 2209
the City, remit such costs to the City in the form of a direct payment sent or delivered to the City or paid 2210
to the City via an electronic payment method. The City retains the right to pursue any remedies specified 2211
in this Article in the event of non-compliance, at the City Representative’s sole discretion. 2212
2213
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ARTICLE 11. 2214
REPRESENTATIONS AND WARRANTIES OF 2215
THE PARTIES 2216
The Parties, by acceptance of this Agreement, represents and warrants the conditions presented in this 2217
Article. 2218
11.1 CONTRACTOR’S CORPORATE STATUS 2219
Contractor is a limited liability company duly organized, validly existing, and in good standing under the 2220
laws of the State. It is qualified to transact business in the State and has the power to own its properties 2221
and to carry on its business as now owned and operated and as required by this Agreement. 2222
11.2 CONTRACTOR’S CORPORATE AUTHORIZATION 2223
Contractor has the authority to enter this Agreement and perform its obligations under this Agreement . 2224
The Board of Managers of Contractor (or the members, if necessary) has taken all actions required by law, 2225
its articles of organization, its operating agreement, or otherwise to authorize the execution of this 2226
Agreement. The Person signing this Agreement on behalf of Contractor represents and warrants that they 2227
have authority to do so. This Agreement constitutes the legal, valid, and binding obligation of Contractor. 2228
11.3 AGREEMENT WILL NOT CAUSE BREACH 2229
To the best of Contractor's and the City’s knowledge after reasonable investigation, the execution or 2230
delivery of this Agreement, or the performance by such Party of its respective obligations hereunder, does 2231
not conflict with, violate, or result in a breach of: (i) any Applicable Law; or (ii) any term or condition of 2232
any judgment, order, or decree of any court, administrative agency, or other governmental authority, or 2233
any agreement or instrument to which Contractor or the City is a party or by which Contractor or any of 2234
its properties or assets are bound, or it constitutes a default hereunder. 2235
11.4 NO LITIGATION 2236
To the best of Contractor's and the City’s knowledge after reasonable investigation, there is no action, 2237
suit, proceeding, or investigation, at law or in equity, before or by any court or governmental authority, 2238
commission, board, agency, or instrumentality decided, pending, or threatened against either Party 2239
wherein an unfavorable decision, ruling, or finding, in any single case or in the aggregate, would: 2240
A. Materially adversely affect the performance by such Party of its obligations hereunder. 2241
B. Adversely affect the validity or enforceability of this Agreement. 2242
C. Materially adversely affect the financial condition of Contractor, or any surety or entity 2243
guaranteeing Contractor's performance under this Agreement. 2244
11.5 NO ADVERSE JUDICIAL DECISIONS 2245
To the best of Contractor’s and the City’s knowledge after reasonable investigation, there is no judicial 2246
decision that would prohibit this Agreement or subject this Agreement to legal challenge. 2247
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11.6 NO LEGAL PROHIBITION 2248
To the best of each Party’s knowledge, after reasonable investigation, there is no Applicable Law in effect 2249
on the date that Party signed this Agreement that would prohibit the performance of that Party’s 2250
obligations under this Agreement and the transactions contemplated hereby. 2251
11.7 CONTRACTOR’S ABILITY TO PERFORM 2252
Contractor possesses the business, professional, and technical expertise to perform all services, 2253
obligations, and duties as described herein and required by this Agreement, including all Exhibits thereto. 2254
Contractor possesses the ability to secure the equipment, facility, and employee resources required to 2255
perform its obligations under this Agreement in accordance with Applicable Law. 2256
ARTICLE 12. 2257
OTHER AGREEMENTS OF THE PARTIES 2258
12.1 RELATIONSHIP OF PARTIES 2259
The Parties intend that Contractor shall perform the services required by this Agreement as an 2260
independent Contractor engaged by the City and not as an officer or employee of, a partner or agent of, 2261
or joint venturer with the City. No employee or agent of Contractor shall be, or shall be deemed to be, an 2262
employee or agent of the City. Contractor shall have the exclusive control over the manner and means of 2263
performing services under this Agreement, except as expressly provided herein. Contractor shall be solely 2264
responsible for the acts and omissions of its officers, employees, Subcontractors , and agents. Neither 2265
Contractor nor its officers, employees, Subcontractors , and agents shall obtain any rights to retirement 2266
benefits, workers' compensation benefits, or any other benefits that accrue to the City employees by 2267
virtue of their employment with the City. 2268
12.2 FINANCIAL INTEREST 2269
Contractor warrants and represents that, to the best of its knowledge: (i) no elected official, officer, agent, 2270
or employee of the City has a financial interest directly or indirectly in this Agreement, nor the 2271
compensation to be paid under it; (ii) no City employee who acts in the City as a "purchasing agent," as 2272
defined in the appropriate Section of California statutes, any elected or appointed officer of the City, nor 2273
any spouse or child of such purchasing agent, employee, or elected or appointed officer is a partner, 2274
officer, director, or proprietor of Contractor; and, (iii) no such City employee, purchasing agent, City 2275
elected or appointed officer, or the spouse or child of any of them, alone or in combination, has a material 2276
interest in Contractor. Material interest means direct or indirect ownership of more than five percent (5%) 2277
of the total assets or capital stock of Contractor. 2278
12.3 PROHIBITION AGAINST GIFTS 2279
Contractor represents that Contractor is familiar with the City’s prohibition against the acceptance of any 2280
gift by a City officer or designated employee. Contractor shall not offer any City officer or designated 2281
employee any gifts prohibited by the City. 2282
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12.4 NONDISCRIMINATION 2283
In the performance of all work and services under this Agreement, Contractor shall not discriminate 2284
against any Person on the basis of such Person's race, sex, color, national origin, religion, marital status, 2285
or sexual orientation. Contractor shall comply with all applicable local, State, and Federal laws and 2286
regulations regarding nondiscrimination, including those prohibiting discrimination in employment. 2287
12.5 COMPLIANCE WITH LAW 2288
Contractor shall, at all times, at its sole cost, comply with all Applicable Laws now in force and as they may 2289
be enacted, issued or amended during the Term. 2290
12.6 GOVERNING LAW 2291
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the 2292
State. 2293
12.7 JURISDICTION 2294
Any litigation between the Parties arising out of this Agreement shall be brought and concluded 2295
exclusively in the Municipal or Superior Courts of Alameda County, State of California, or in the United 2296
States District Court for the Northern District of California to the fullest extent permissible by law. Each 2297
Party consents to service of process in any manner authorized by California law, which shall have exclusive 2298
jurisdiction over such litigation. With respect to venue, the Parties agree that this Agreement is made in 2299
and will be performed in Alameda County. 2300
12.8 BINDING ON SUCCESSORS 2301
The provisions of this Agreement shall inure to the benefit to and be binding on the successors and 2302
permitted assigns of the Parties. 2303
12.9 ASSIGNMENT 2304
Neither Party shall assign its rights nor delegate or otherwise transfer its obligations under this Agreement 2305
to any other Person without prior written notice to the other Party. Any such Assignment, as defined 2306
below, made without notice to other Party shall be void and the attempted Assignment shall constitute a 2307
material breach of this Agreement. 2308
For purposes of this Section, "Assignment" shall include, but not be limited to: (i) a sale, exchange, or 2309
other transfer of substantially all of Contractor's local, regional, and/or corporate assets dedicated to 2310
service under this Agreement to a third party; (ii) a sale, exchange, or other transfer of ten percent (10%) 2311
or more of the local, regional, and/or corporate stock or ownership of Contractor to a Person (other than 2312
a transfer of shares in Contractor by the owner of such shares to members of the owner’s family or a trust 2313
for the benefit of the owner’s family, to Contractor or to another owner of shares in Contractor) except 2314
that no cumulative sale, exchange, or transfer of shares may exceed twenty percent (20%) during the 2315
Term of the Agreement (other than a transfer of shares in Contractor by the owner of such shares to 2316
members of the owner’s family or a trust for the benefit of the owner’s family, to Contractor or to another 2317
owner of shares in Contractor); (iii) any reorganization, consolidation, merger, recapitalization, stock 2318
issuance or re-issuance, voting trust, pooling agreement, escrow arrangement, liquidation, or other 2319
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transaction to which Contractor or any of its shareholders is a party that results in a change of ownership 2320
or control of ten percent (10%) or more of the value or voting rights in the local, regional, and/or corporate 2321
stock of Contractor (excluding as the result of changes in ownership or control between an owner of 2322
shares in Contractor and Contractor, members of the owner’s family, or a trust for the benefit of the 2323
owner’s family, or to another owner of shares in Contractor); (iv) any reorganization, consolidation, 2324
merger, recapitalization, stock issuance or re-issuance, voting trust, pooling agreement, escrow 2325
arrangement, liquidation, or other transaction to which Contractor or any of its shareholders is a party 2326
that results in a change of ownership or control of ten percent (10%) or more of the value or voting rights 2327
in the local, regional, and/or corporate stock of Contractor (other than from changes in ownership or 2328
control between an owner of shares in Contractor and members of the owner’s family or a trust for the 2329
benefit of the owner’s family, Contractor or another owner of shares in Contractor), unless Contractor 2330
engages a professional manager to oversee this Agreement; (v) divestiture of an Affiliate (e.g., trucking 2331
company, materials recovery facility, Transfer station) used by Contractor to fulfill its obligations under 2332
this Agreement; and, (vi) any combination of the foregoing (whether or not in related or 2333
contemporaneous transactions) that has the effect of any such transfer or change of local, regional, 2334
and/or corporate ownership and/or control of Contractor. 2335
12.9.1 Mutual Right to Terminate for Convenience 2336
In addition to the rights reserved by the City in Subsection 10.1.M of this Agreement, in the event 2337
Contractor transfers or otherwise assign its rights, delegates, and/or otherwise transfers its obligations 2338
under this Agreement to any other Person, in accordance with Section 12.9 and Subsection 12.9.2 of this 2339
Agreement, either Party may terminate this Agreement by providing the other Party with at least six (6) 2340
months’ written notice prior to termination, provided that such notice is given within one (1) year after 2341
such Assignment or transfer. Such written notice shall include the desired termination date of this 2342
Agreement and the termination shall be subject to Article 9 and Sections 6.1 and 10.4. 2343
12.9.2 Contractor’s Duty to Give Notice 2344
Within ten (10) Business Days of Contractor having entered into a binding contract with the intent to 2345
transfer or otherwise assign its rights, delegate, and/or otherwise transfer its obligations under this 2346
Agreement to any other Person, in accordance with Section 12.9, Contractor shall provide a written notice 2347
to the City. The notice of Assignment to the City shall include the following documentation for the City to 2348
properly consider the Assignment, or an indication that such documentation will be provided to the City 2349
within ten (10) Business Days of such notice; the City may, in its sole discretion, waive one (1) or more of 2350
these requirements: 2351
A. Contractor shall furnish the City with reviewed financial statements of the proposed assignee's 2352
operations for the immediately preceding three (3) operating years. 2353
B. Contractor shall furnish the City with satisfactory proof that: (i) the proposed assignee has at least 2354
ten (10) years of Recyclables Processing Services experience on a scale equal to or exceeding the 2355
scale of operations conducted by Contractor under this Agreement; (ii) in the last five (5) years, the 2356
proposed assignee has not suffered any citations or other censure from any Federal, State, or local 2357
Contractor having jurisdiction over its waste management operations due to any significant failure 2358
to comply with State, Federal, or local waste management laws and the proposed assignee has 2359
provided the City with a complete list of such citations and censures; (iii) the proposed assignee has 2360
at all times conducted its operations in an environmentally safe and conscientious fashion; (iv) the 2361
proposed assignee conducts its operations and management practices in accordance with sound 2362
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waste management practices in full compliance with all Federal, State, and local laws regulating the 2363
Collection, Transportation, Processing, and Disposal of Recyclable Materials, including Hazardous 2364
Waste; and, (v) any other information required by the City demonstrates that the proposed 2365
assignee can fulfill the terms of this Agreement in a timely, safe, and effective manner. 2366
C. Contractor shall provide the City with any and all additional records or documentation that, in the 2367
City Manager’s sole determination, would facilitate the review of the proposed Assignment. 2368
Within three (3) Business Days of Contractor having transferred or otherwise assigned its rights and 2369
delegated and/or otherwise transferred its obligations under this Agreement to any other Person, 2370
Contractor shall provide written notice to the City. 2371
12.10 NO THIRD PARTY BENEFICIARIES 2372
This Agreement is not intended to, and will not be construed to, create any right on the part of any third 2373
party to bring an action to enforce any of its terms. 2374
12.11 WAIVER 2375
The waiver by either Party of any breach or violation of any provisions of this Agreement shall not be 2376
deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach of 2377
violation of the same or any other provision. The subsequent acceptance by either Party of any monies 2378
that become due hereunder shall not be deemed to be a waiver of any pre-existing or concurrent breach 2379
or violation by the other Party of any provision of this Agreement. 2380
12.12 NOTICE PROCEDURES 2381
All notices, demands, requests, proposals, approvals, consents, and other communications, which this 2382
Agreement requires, authorizes, or contemplates, shall be in writing and shall either be personally 2383
delivered to a representative of the Parties at the address below or deposited in the United States mail, 2384
first class postage prepaid, addressed as follows: 2385
If to the City: 2386
City of Dublin 2387
Attn: City Manager 2388
100 Civic Plaza 2389
Dublin, CA 94568 2390
If to Contractor: 2391
Alameda County Industries, LLC 2392
Attn: General Manager 2393
610 Aladdin Avenue 2394
San Leandro, CA 94577 2395
The address to which communications may be delivered may be changed from time to time by a notice 2396
given in accordance with this Section. Notice shall be deemed given on the day it is personally delivered 2397
or, if mailed, three (3) calendar days from the date it is deposited in the mail. Either Party may choose to 2398
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provide email notification to the other Party that notice has been deposited in the mail, however such 2399
email notification shall not constitute official notice. 2400
12.13 REPRESENTATIVES OF THE PARTIES 2401
References in this Agreement to the “City” shall mean the City’s elected body and all actions to be taken 2402
by the City except as provided below. The City may delegate authority, in writing, to the City Manager 2403
and/or to other City officials and may permit such officials, in turn, to delegate in writing some or all of 2404
such authority to subordinate officers. Contractor may rely upon actions taken by such delegates if they 2405
are within the scope of the authority properly delegated to them. 2406
Contractor shall, by the Effective Date, designate in writing a responsible officer who shall serve as the 2407
representative of Contractor in all matters related to the Agreement. Contractor shall inform the City in 2408
writing of such designation and of any limitations upon his or her authority to bind Contractor . The City 2409
may rely upon action taken by such designated representative as actions of Contractor unless they are 2410
outside the scope of the authority delegated to him or her by Contractor as communicated to the City. 2411
ARTICLE 13. 2412
MISCELLANEOUS AGREEMENTS 2413
13.1 ENTIRE AGREEMENT 2414
This Agreement is the entire agreement between the Parties with respect to the subject matter hereof 2415
and supersedes all prior and contemporaneous oral and written agreements and discussions. Each Party 2416
has cooperated in the drafting and preparation of this Agreement and this Agreement shall not be 2417
construed against any Party on the basis of drafting. This Agreement may be amended only by an 2418
agreement in writing, signed by each of the Parties hereto. 2419
13.2 SECTION HEADINGS 2420
The Article headings and Section headings in this Agreement are for convenience of reference only and 2421
are not intended to be used in the construction of this Agreement nor to alter or affect any of its 2422
provisions. 2423
13.3 REFERENCES TO LAWS 2424
All references in this Agreement to laws and regulations shall be understood to include such laws as they 2425
may be subsequently amended or recodified, unless otherwise specifically provided herein. 2426
13.4 AMENDMENTS 2427
This Agreement may not be modified or amended in any respect except in writing signed by the Parties. 2428
13.5 SEVERABILITY 2429
If any non-material provision of this Agreement is for any reason deemed to be invalid and unenforceable, 2430
the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this 2431
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Agreement, which shall be enforced as if such invalid or unenforceable provision had not been contained 2432
herein. 2433
13.6 COUNTERPARTS 2434
This Agreement may be executed in counterparts, each of which shall be considered an original. 2435
13.7 EXHIBITS 2436
Each of the Exhibits identified as Exhibit “A” through “J” is attached hereto and incorporated herein and 2437
made a part hereof by this reference. In the event of a conflict between the terms of this Agreement and 2438
the terms of an Exhibit, the terms of this Agreement shall control. 2439
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IN WITNESS WHEREOF, this Agreement is entered into by the Parties hereto in Alameda County, California 2440
on the day and year first above written. 2441
City of Dublin
A Municipal Corporation “CITY”
Alameda County Industries, LLC
“CONTRACTOR”
Colleen Tribby Date Louis Pellegrini Date
City Manager President
The Foregoing Agreement Has been
Reviewed and Approval Is Recommended:
Doug Button Date
Marsha Moore Date Corporate Secretary
City Clerk
APPROVED AS TO FORM:
John Bakker Date
City Attorney
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EXHIBIT A:
DEFINITIONS
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EXHIBIT A
DEFINITIONS
MARCH 2026 Page A-1 Recyclables Processing Agreement, Exhibit A
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:
“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.
“AB 1201” means the Solid Waste: Products: Labeling: Compostability and Biodegradability Assembly Bill
approved by the Governor of the State of California on October 5, 2021, which amended Sections 42356,
42356.1, and 42357 of, and amended the heading of Chapter 5.7 (commencing with Section 42355) of
Part 3 of Division 30 of, the Public Resources Code, relating to solid waste, as amended, supplemented,
superseded, and replaced from time to time.
"AB 1594" means the Assembly Bill approved by the Governor of the State of California on September 28,
2014, which amended Sections 40507 and 41781.3 of the Public Resources Code, relating to solid waste,
as amended, supplemented, superseded, and replaced from time to time.
"AB 1826" means the Assembly Bill approved by the Governor of the State of California on September 28,
2014, which added Chapter 12.9 (commencing with Section 42649.8) to Part 3 of Division 30 of the Public
Resources Code, relating to solid waste, as amended, supplemented, superseded, and replaced from time
to time.
“AB 2176” means the Venue and Event Reduction Act of 2004 (an act to amend Section 42911 of, and to
add Chapter 12.7 (commencing with Section 42648) to Part 3 of Division 30 of, the Public Resources Code,
relating to Recycling), also commonly referred to as “AB 2176,” as amended, supplemented, superseded,
and replaced from time to time.
“Accept,” “Accepted,” or “Acceptance” (or any variation thereof) means and refers to materials that
have been delivered to the Approved Recyclable Materials Processing Facility and have been received by
Contractor for Processing in accordance with facility permits, Applicable Law, and this Agreement.
“Advanced Clean Fleets Rule” means the California Code of Regulations, Title 13, Sections 2013, 2013.1,
2013.2, 2013.3, 2013.4, 2014,2014.1, 2014.2, 2014.3, 2015, 2015.1, 2015.2, 2015.3, 2015.4, 2015.5,
2015.6, and 2016, issued under the Public Resources Code, as implemented by the regulations of the
California Air Resources Board (CARB) and as they may be amended, supplemented, superseded, and
replaced.
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EXHIBIT A
DEFINITIONS
MARCH 2026 Page A-2 Recyclables Processing Agreement, Exhibit A
“Affiliate(s)” means all businesses (including corporations, limited and general partnerships, and sole
proprietorships) that are directly or indirectly related to Contractor by virtue of direct or indirect
Ownership interests or common management, and shall be deemed to be "Affiliated with" Contractor and
included within the term "Affiliates" as used herein. An Affiliate shall include: (i) a business in which
Contractor has a direct or indirect Ownership interest; (ii) a business that has a direct or indirect
Ownership interest in Contractor; and/or, (iii) a business that is also Owned, controlled, or managed by
any business or individual that has a direct or indirect Ownership interest in Contractor. For the purposes
of this definition, “Ownership” means ownership as defined in the constructive ownership provisions of
Section 318(a) of the Internal Revenue Code of 1986, as in effect on the date here, provided that ten
percent (10%) shall be substituted for fifty percent (50%) in Section 318(a)(2)(C) and in Section
318(a)(3)(C) thereof; and Section 318(a)(5)(C) shall be disregarded. For purposes of determining
Ownership under this paragraph and constructive or indirect Ownership under Section 318(a), Ownership
interest of less than ten percent (10%) shall be disregarded and percentage interests shall be determined
on the basis of the percentage of voting interest of value which the Ownership interest represents.
“Agreement” means this Agreement between the City and Contractor, including all Exhibits, and any
future amendments hereto, and is sometimes referred to as “the Agreement.”
“Alameda County Waste Management Authority” or “ACWMA” means the public agency formed in 1976
by a Joint Exercise of Powers Agreement among the County of Alameda, each of the fourteen (14) cities
in the County, and two (2) sanitary districts that provide refuse and Recycling Collection services. ACWMA
includes agencies governed by the ACWMA such as StopWaste.
“Alternative Daily Cover” or “ADC” has the same meaning as in 27 CCR Section 20690.
“Alternate Disposal Facility(ies)” means the Altamont Landfill in Livermore, California, which is owned
and operated by WM of Alameda County, Inc. dba Altamont Landfill and the Davis Street Resource
Recovery Complex and Transfer Station in San Leandro, California, which is owned and operated by Waste
Management of Alameda County, Inc.
“Alternate Facility(ies)” means the Processing Facility and/or Disposal Facility pre-approved by the City
for use under the limited circumstances defined in Subsection 4.1.B. The initial Alternate Facility(ies) are
as follows: (i) Alternate Recyclable Materials Processing Facility for Processing, and, (ii) Alternate Disposal
Facility(ies) for Disposal of Residue.
“Alternate Recyclable Materials Processing Facility” means the Newby Island Resource Recovery Park in
Milpitas, California, which is owned and operated by Republic Services, Inc.
“Alternative Intermediate Cover” or “AIC” has the same meaning as in 27 CCR Section 20700.
“Applicable Law(s)” means all Federal, State, County, and local laws, regulations, rules, orders, judgments,
decrees, permits, and approvals, or other requirement of any governmental agency having jurisdiction
over the Collection, Transportation, Processing, and Disposal of Recyclable Materials, Organic Materials,
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DEFINITIONS
MARCH 2026 Page A-3 Recyclables Processing Agreement, Exhibit A
disaster debris (per Section 4.3), 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. The Parties acknowledge that, as of the
date of this Agreement, the State has passed legislation including, but not limited to, AB 1201, SB 54, SB
343, and the Advanced Clean Fleets Rule, where further regulatory requirements may be established.
“Approved Affiliate” means the Affiliates listed in Exhibit I, which shall be a subset of Subcontractors, that
provide services, property, or other support related directly or indirectly to this Agreement.
“Approved Disposal Facility” means the Vasco Road Landfill in Livermore, California, which is owned and
operated by Republic Services Vasco Road, LLC. Under the limited circumstances described in Subsection
4.1.B, the City has pre-approved the use of the Alternate Disposal Facility.
“Approved Facility(ies)” means any one (1) or combination of the Approved Disposal Facility, the
Approved Recyclable Materials Processing Facility, the Secondary Processing Facilities, and/or the
Alternate Facility(ies).
“Approved Transfer Facility” means the Livermore Sanitation Transfer Facility in Livermore, California,
which is owned and operated by Livermore Sanitation, Inc.
“Approved Transport Contractor” means each of: (a) Livermore Sanitation, Inc., (b) Contractor subject to
a separate written agreement between Amador Valley Industries, LLC and Contractor, and (c) any Person
selected by Contractor and approved by the City pursuant to a separate written agreement between
Contractor and such Person.
“Approved Recyclable Materials Processing Facility” means the Alameda County Industries Material
Recovery Facility in San Leandro, California, which is owned and operated by Alameda County Industries,
LLC. Under the limited circumstances described in Subsection 4.1.B, the City has pre-approved the use of
the Alternate Recyclable Materials Processing Facility and the Secondary Processing Facilities.
“Back-Haul” means generating and Transporting refuse to a destination owned and operated by the
Generator using the Generator’s own employees and equipment, or as otherwise defined in 14 CCR
Section 18982(a)(66)(A).
"Beneficial Reuse" means use of material for beneficial reuse which shall include, but not be limited to,
the following: ADC, AIC, final cover foundation layer, liner operations layer, leachate and landfill gas
collection system, construction fill, road base, wet weather operations pads and access roads, and soil
amendments for erosion control and landscaping.
“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.
“Biohazardous or Biomedical Waste” means any waste which may cause disease or reasonably be
suspected of harboring pathogenic organisms, including waste resulting from the operation of medical
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EXHIBIT A
DEFINITIONS
MARCH 2026 Page A-4 Recyclables Processing Agreement, Exhibit A
clinics, hospitals, and other facilities Processing wastes, which may consist of, but are not limited to,
human and animal parts, contaminated bandages, pathological specimens, hypodermic needles,
sharps, contaminated clothing and surgical gloves.
“Business Days” means days during which the City offices are open to do business with the public.
“California Code of Regulations” or “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).
“Cardboard” means corrugated fiberboard consisting of a fluted corrugated sheet and one (1) or two (2)
flat linerboards, as is often used in the manufacture of shipping containers and corrugated boxes.
Cardboard is a subset of Recyclable Materials.
“Cart(s)” means a heavy plastic receptacle with a rated capacity of at least thirty- two (32) and not more
than ninety-six (96) gallons, or similar size approved by the City, having a hinged tight-fitting lid and
wheels.
“Change in Law” means any of the following events or conditions that has a material and adverse effect
on the performance by either Party or any Subcontractor of its respective obligations under this
Agreement (except for payment obligations) or on the activities of any Approved Facility in connection
with this Agreement:
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.
B.The order or judgment of any Federal, State, or local governmental body, on or after the Effective
Date, to the extent such order or judgment is not the result of willful or negligent action, error, or
omission, or lack of reasonable diligence of the City or Contractor (or Subcontractor), whichever is
asserting the occurrence of a Change in Law; provided, however, that 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.
C.With respect to changes in compensation, Change in Law is limited by the specific provisions of
Section 3.7 and Subsection 8.4.E.
“City” means the City of Dublin, 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 Delivered Materials” means Recyclable Materials Collected by the Collection Contractor, and
delivered by the Collection Contractor, either directly to the Approved Recyclable Materials Processing
Facility, or to the Approved Transfer Facility for Transportation by the Approved Transport Contractor to
the Approved Recyclable Materials Processing Facility, as provided in the Collection Agreement, including
as it may be amended in the future.
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EXHIBIT A
DEFINITIONS
MARCH 2026 Page A-5 Recyclables Processing Agreement, Exhibit A
“City Manager” means the City Manager of the City of Dublin.
“City Reimbursements” means all fees payable to the City, as identified and referenced in Article 7 of this
Agreement. Contractor acknowledges that City Reimbursements are a cost of doing business in the City
and not eligible for profit. Both Parties acknowledge that all City Reimbursements are an allowable cost
of business similar to any license or permit required by Contractor to perform the services required under
this Agreement and will be recovered by Contractor through the Per-Ton Rates.
“City Representative” means the City Public Works Director, or other City representative designated from
time to time in writing by the Public Works Director, who is responsible for the administrative
management of this Agreement.
“City Service Area” means the corporate limits of the City.
“Clean Wood” means wood that is not painted, stained, coated, pressure treated, or chemical treated.
Clean Wood may include dimensional lumber, pallets, crates, chopsticks, toothpicks, stir sticks, and
wooden utensils. Clean Wood excludes creosote, lumber treated with chromated copper arsenate (CCA),
melamine coated furniture, and manufactured wood products such as plywood, particle board, oriented
strand board, and medium density fiberboard. Clean Wood is a subset of Organic Materials.
"Closure" (or any variation thereof) means the mandated activities stipulated in Applicable Law and
required to be conducted following conclusion of Disposal activities at the Approved Disposal Facility or
any portion of the Approved Disposal Facility, such that Post-Closure activities can commence, including,
but not limited to, all planning, design, regulatory approvals, plan implementation, construction, and
monitoring.
“Collect” or “Collection” (or any variation thereof) means the act of collecting Recyclable Materials and
other material at the place of generation in the City for delivery to the Approved Recyclable Materials
Processing Facility or the Approved Transfer Facility for further Transportation to the Approved Recyclable
Materials Processing Facility.
“Collection Agreement” means the Recyclables, Organics, And Solid Waste Collection Services Agreement
titled Amended and Restated Collection Service Agreement Between the City of Dublin and Amador Valley
Industries, LLC entered into on December 2, 2024, and any amendments thereto, between the City and
the Collection Contractor that grants an exclusive right for the Collection of Recyclable Materials from
within the City Service Area, as well as any subsequent agreement entered into by the City for such
purpose.
“Collection Contractor” means the contractor awarded an exclusive franchise by the City to Collect
Recyclable Materials from the City Service Area under the Collection Agreement. Collection Contractor
includes any of the Collection Contractor’s subcontractors and/or affiliates providing services under the
Collection Agreement.
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EXHIBIT A
DEFINITIONS
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“Commencement Date” means the date specified in Section 2.1 when Processing services required by
this Agreement shall be provided.
“Commercial” means 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 that are permitted
under applicable zoning regulations and are not the primary use of the property.
“Commodity” means any individual category and/or grade of Recyclable Materials that Contractor has
Processed and separated for the purpose of marketing the material for Recycling.
“Compactor” means: (i) a mechanical apparatus that compresses materials together with the Container
that holds the compressed materials; or, (ii) a Container that holds the compressed materials if it is
detached from the mechanical compaction apparatus. Compactors include two (2) to four (4) cubic yard
Bin Compactors serviced by front-end loader Collection vehicles and ten (10) to forty (40) cubic yard Drop
Box Compactors serviced by roll-off Collection vehicles.
“Complaint” means each written or orally communicated statement made by any Person, whether to the
City or Contractor, alleging: (i) non-performance, or deficiencies in Contractor’s performance of
Contractor’s duties under this Agreement; or, (ii) a violation by Contractor of this Agreement.
“Compost” or “Composting” (or any variation thereof) means the controlled biological decomposition of
Organic Materials such that the resulting material meets the maximum acceptable metal concentration
limits specified in Section 17868.2, pathogen reduction requirements specified in Section 17868.3 of Title
14, CCR Chapter 3.1, and the physical contamination limits of 14 CCR Section 17868.3.1.
“Compostable Paper” means paper products that are approved by the City for Collection or Processing as
Organic Material.
“Construction and Demolition Debris” or “C&D Debris” means 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
Exempt Waste. C&D Debris includes rocks, soils, tree remains and other Yard Trimmings that result from
land clearing or land development operations in preparation for construction.
“Container(s)” means Bins, Carts, Compactors, and Drop Boxes .
“Contractor” means Alameda County Industries, LLC, a limited liability company organized and operating
under the laws of the State.
“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.
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DEFINITIONS
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“County” means the County of Alameda, California.
“Criminal Activity” means any of the following: the approval of a plea of nolo contendere or the entry
against Contractor or any of its employees of a criminal conviction or a permanent mandatory or
prohibitory injunction from a court, municipality, or regulatory agency of competent jurisdiction, based,
in the case of any of Contractor’s employees, on acts taken in their official capacity on behalf of Contractor
with respect to:
A.Fraud or criminal offense in connection with obtaining, attempting to obtain, procuring, or
performing a public or private agreement.
B.Bribery or attempting to bribe a public officer or employee of a local, State, or Federal agency.
C.Embezzlement, extortion, racketeering, false claims, false statements, forgery, falsification or
destruction of records, obstruction of justice, knowingly receiving stolen property, theft, or
misprision (failure to disclose) of a felony.
D.Unlawful Disposal of Hazardous Waste or Designated Waste, the occurrence of which Contractor
knew or should have known.
E.Violation of antitrust laws, including laws relating to price-fixing, bid-rigging and sales and market
allocation, and of unfair and anti-competitive trade practices laws, including with respect to
inflation of Solid Waste Collection, Transportation, Processing fees, or Disposal Fees.
F.Violation of securities laws.
G.Felonies or misdemeanors involving moral turpitude.
“Designated Waste” means non-Hazardous Waste that may pose special Disposal problems because of
its potential to contaminate the environment and that may be Disposed of only in Class II Disposal sites
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 CCR Title
23, Section 2522 as may be amended from time to time.
“Discarded Materials” means Recyclable Materials, Organic Waste, Solid Waste and/or C&D Debris
placed by a Generator in a Container and/or at a location for the purposes of Collection by the Collection
Contractor, excluding Exempt 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 permitted location for the ultimate Disposal of Solid Waste or Processing
Residue.
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EXHIBIT A
DEFINITIONS
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“Divert” or “Diversion” (or any variation thereof) means to prevent Recyclable Materials from Disposal
at a landfill or transformation facility (including facilities using incineration, pyrolysis, distillation,
gasification, or biological conversion methods) through Source Reduction, reuse, Recycling, Composting,
anaerobic digestion, or other method of Processing, in accordance with the provisions of AB 939 and SB
1383. Diversion is a broad concept that is to be inclusive of material handling and Processing changes that
may occur over the Term including, but not limited to, changes in standard industry practice or
implementation of innovative techniques or technology that reduce Disposal risk, decrease costs and/or
are for other reasons deemed desirable by the City.
“Drop Box” means an open-top Container with a capacity of ten (10) to forty (40) cubic yards that is
serviced by a roll-off Collection vehicle.
“Effective Date” means the date on which the latter of the two (2) Parties signs this Agreement, subject
to the provisions of Section 2.2.
“E-Waste” means discarded electronics equipment such as cell phones, computers, monitors, televisions,
and other items containing cathode ray tubes (CRTs).
“Exempt Waste” means Biohazardous or Biomedical Waste, Hazardous Waste, Household Hazardous
Waste, Sludge, soil and dirt, concrete, asphalt, automobiles, automobile parts, boats, boat parts, boat
trailers, internal combustion engines, lead-acid batteries, and those wastes under the control of the
Nuclear Regulatory Commission. Exempt Waste does not include Used Oil, Used Oil Filters, C&D Debris,
Yard Trimmings, or Household Batteries when placed for Collection or as otherwise directed by the City.
“Extended Producer Responsibility Program” means an environmental program or policy codified,
enforced, and/or monitored by local, State, or Federal governments in which a producer’s or retailer’s
administrative, financial, operational, and/or physical responsibility for a product is extended to the post-
consumer stage of a product’s life cycle. Extended Producer Responsibility Programs may be implemented
by individual producers, collective industry organizations such as a producer responsibility organization,
or other regulated entities specified under the program. Such programs may cover individual products or
categories of products, using one (1) or more funding mechanisms, as defined in the regulation
establishing the program.
“Federal” means belonging to or pertaining to the Federal government of the United States.
“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; (iii) fruit waste, grain waste, dairy waste, meat,
and fish waste; and, (iv) vegetable trimmings, houseplant trimmings, flowers, and other Compostable
Organic Waste common to the occupancy of Residential dwellings or businesses involved in food
production, preparation, or sales. Food Scraps are a subset of Organic Materials.
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EXHIBIT A
DEFINITIONS
MARCH 2026 Page A-9 Recyclables Processing Agreement, Exhibit A
“Generator” means any Person whose act or process produces Recyclable Materials or whose act first
causes Recyclable Materials to become subject to regulation.
“Government Fees” means all fees, reimbursements, and other charges, including City Reimbursements,
assessed by any Federal, State, or local government or governmental agency having jurisdiction over the
Transportation or Processing of City Delivered Materials at or by the Approved Recyclable Materials
Processing Facility or Alternate Recyclable Materials Processing Facility. Government Fees exclude any
fees, reimbursements, and other charges assessed by any Federal, State, or local government or
governmental agency having jurisdiction over the Disposal of Residue at the Approved Disposal Facility or
Alternate Disposal Facility(ies).
“Gross Receipts” means total cash receipts collected from the Collection Contractor by Contractor for the
provision of services pursuant to this Agreement, without any deductions. Gross Receipts do not include
revenues from the sale of City Delivered 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, and 25281;
(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, including, without limitation,
friable asbestos, polychlorinated biphenyls (PCBs), petroleum, natural gas, synthetic fuel products, and
byproducts.
“Hazardous Waste” means any material which is defined as a Hazardous Waste under California or United
States law or any regulations promulgated pursuant to such law, as such law or regulations may be
amended from time to time.
“Holidays” means New Year’s Day, Thanksgiving Day, and Christmas Day.
“Household Battery(ies)” means single-use or rechargeable dry cells (e.g., A, AA, AAA, B, C, D, 9-volt,
button-type) commonly used as power sources for household or consumer products including, but not
limited to, nickel-cadmium, nickel metal hydride, alkaline, mercury, mercuric oxide, silver oxide, zinc
oxide, nickel-zinc, nickel iron, lithium, lithium ion, magnesium, manganese, and carbon-zinc batteries,
excluding automotive lead acid batteries or other batteries Contractor is prohibited from carrying by
Applicable Law.
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EXHIBIT A
DEFINITIONS
MARCH 2026 Page A-10 Recyclables Processing Agreement, Exhibit A
“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 Oil, Used Oil Filter, batteries, fluorescent bulbs, tubes, cleaners and sprays, pesticides, fertilizers and
other garden products, needles, syringes, and lancets.
“Large Items” means large materials, including furniture; carpets; mattresses; refrigerators, ranges, water
heaters, freezers, and other similar household appliances; electronic equipment such as stereos,
televisions, VCRs, PDAs, telephones, and other similar items not containing cathode ray tubes (CRTs);
E-Waste; Reusable Materials; Textiles; tires without rims; oversized Yard Trimmings such as tree trunks
and branches with a diameter of not less than six (6) inches and not more than two (2) feet and a length
of not more than five (5) feet in its longest dimension; or some combination of such items and/or
Discarded Materials in a container the dimensions of which do not exceed four feet by four feet by two
feet (4'x4'x2') and weighing no more than sixty (60) pounds, which are attributed to the normal activities
of a Residential or Commercial Premises. Large Items must be generated by and at the Residential or
Commercial Premises where the Large Items are Collected. Large Items do not include items herein
defined as Exempt Waste.
“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.
“Multi-Family” means any Residential Premises, other than a Single-Family Premises, where there is
centralized, shared Collection service for all units in the building.
“Municipal Code” means the City of Dublin Municipal Code, as of the Effective Date and as it may be
amended in the future.
“Occupant” means the Person who occupies a Premises.
“Organic Materials” means Yard Trimmings, Food Scraps, Compostable Paper, and Clean Wood,
individually or collectively, Collected in the City’s Collection program for Organic Waste (as defined in the
Collection Agreement). Organic Materials may also include manure from herbivores (horses, cows, goats,
sheep, rabbits, etc.). No Discarded Material shall be Organic Materials, however, unless it is separated
from Recyclable Materials and Solid 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.
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EXHIBIT A
DEFINITIONS
MARCH 2026 Page A-11 Recyclables Processing Agreement, Exhibit A
“Party” or “Parties” means 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.
"Per-Ton Rate" or “Rate” means the per-unit compensation owed to Contractor by the Collection
Contractor for each Ton of City Delivered Materials as payment for all Recyclables Processing Services,
provided under this Agreement, and as adjusted annually as provided in Article 8.
"Post-Closure" means the mandated activities stipulated in Applicable Law requiring long-term
monitoring and maintenance of the Approved Disposal Facility, or of any portion of the Approved Disposal
Facility, that has been fully closed in compliance with Applicable Law.
“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 including the controlled
separation, recovery, volume reduction, conversion, or Recycling of Recyclable Materials including, but
not limited to, organized, manual, automated, or mechanical sorting, the use of vehicles for the spreading
of waste for the purpose of recovery, and/or the use of conveyor belts, sorting lines, or volume reduction
equipment, or as otherwise defined in 14 CCR Section 17402(a)(20).
“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.
“Prohibited Container Contaminants” means City Delivered Materials placed in the Recyclable Materials
Container that are not Recyclable Materials, including, without limitation, Exempt Waste, C&D Debris,
Organic Materials, Organic Waste, Solid Waste, and Large Items. Prohibited Container Contaminants do
not include materials deemed Recyclable by SB 343 and SB 54, as they may be amended from time to
time.
“Rate Period” means a twelve (12) month period, commencing July 1 and concluding June 30.
“Recyclable Materials” or “Recyclables” means those materials which are capable of being Recycled and
which would otherwise be Processed or Disposed of as Solid Waste. Recyclable Materials include those
materials defined by the City, including newsprint (including inserts); mixed paper (including magazines,
catalogs, envelopes, junk mail, corrugated Cardboard, brown bags and paper, paperboard, paper egg
cartons, office ledger paper, and telephone books); glass containers; aluminum beverage containers;
small scrap and cast aluminum (not exceeding forty (40) pounds in weight nor two (2) feet in any
dimension for any single item); steel including "tin" cans, aerosol cans (empty, non-toxic products) and
small scrap (not exceeding forty (40) pounds in weight nor two (2) feet in any dimension for any single
item); bimetal containers; plastic bottles (#1-7); aluminum foil and pans; and those materials added by
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EXHIBIT A
DEFINITIONS
MARCH 2026 Page A-12 Recyclables Processing Agreement, Exhibit A
Contractor, and approved by the City, from time to time. Recyclable Materials also include those materials
deemed Recyclable by SB 343 and SB 54, as they may be amended from time to time, in accordance with
Subsection 4.2.F. Recyclable Materials do not include Exempt Waste or other Prohibited Container
Contaminants.
“Recyclable Materials Processing Contingency Facility” means any fully permitted Recyclable Materials
Processing facility within an eighty- (80-) mile radius of the City, subject to the conditions of Subsection
4.1.B.
"Recyclables Processing Services” means Recyclable Materials Processing and Residue Disposal.
“Recycle” or “Recycling” (or any variation thereof) means the process of sorting, cleansing, treating, and
reconstituting, at a Recyclable Materials Processing Facility or a Secondary Processing Facility(ies),
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 does not
include any thermal or chemical conversion methods.
“Residential” means 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” or “Residual” means those materials which, after Processing, are Disposed rather than
Recycled, or otherwise recovered due to either the lack of markets for materials or the inability of the
Processing Facility to capture and recover the materials.
“Responsible End Markets” shall have the same meaning as in SB 54 as it may be amended,
supplemented, superseded, and replaced from time to time.
“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 and
reuse markets developed by Contractor. Reusable Materials may include, but are not limited to, Textiles;
furniture; sporting equipment; toys; house wares; working computers; undamaged monitors; cell phones;
books; working small refrigerators, ranges, water heaters, freezers, and other similar household
appliances; working VCRs; and/or working stereos.
“SB 54” means the Plastic Pollution Prevention and Packaging Producer Responsibility Act approved by
the California Governor on June 30, 2022, which amended Section 41821.5 of the Public Resources Code
to add Chapter 3 (commencing with Section 42040) to Part 3 of Division 30, as amended, supplemented,
superseded, and replaced from time to time. For the purposes of this Agreement, SB 54 includes any
implemented regulations developed by CalRecycle, as amended supplemented, superseded, and replaced
from time to time.
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EXHIBIT A
DEFINITIONS
MARCH 2026 Page A-13 Recyclables Processing Agreement, Exhibit A
“SB 343” means the Environmental Advertising: Recycling Symbol: Recyclability: Products and Packaging
Senate Bill approved by the California Governor on October 5, 2021, which amended Sections 17580,
17580.5 of the Business and Professions Code, and amended Sections 18015 and 42355.5 of, and added
Section 42355.51 to, the Public Resources Code, relating to environmental advertising, advertising, as
amended, supplemented, superseded, and replaced from time to time. For the purposes of this
Agreement, SB 343 includes any implemented regulations developed by CalRecycle, as they may be
amended supplemented, superseded, and replaced from time to time.
“SB 1016” means Senate Bill 1016 approved by the Governor of the State of California on September 26,
2008, which amended Sections 40183, 40184, 41783, 41820.6, 41821, 41850, 42921, and 42926 of,
amended the headings of Article 4 (commencing with Section 41825) and Article 5 (commencing with
Section 41850) of Chapter 7 of Part 2 of Division 30 of, added Sections 40127, 40145, 40150.1, 41780.05,
42921.5, and 42927 to, and repealed and added Section 41825 of, the Public Resources Code, relating to
solid waste, as amended, supplemented, superseded, and replaced from time to time.
“SB 1383” means the Short-Lived Climate Pollutants Act of 2016 (an act to add Sections 39730.5, 39730.6,
39730.7, and 39730.8 to the Health and Safety Code, and Chapter 13.1 (commencing with Section 42652)
to Part 3 of Division 30 of the Public Resources Code, establishing methane emissions reduction targets in
a Statewide effort to reduce emissions of short-lived climate pollutants as amended, supplemented,
superseded, and replaced from time to time.
"Secondary Processing Facility(ies)” means any downstream facility that receives Recyclable Materials
and further Processes such material to recover additional material for Recycling and/or to prepare the
material for use in a final product and/or for marketing as an input for a new product. A Secondary
Processing Facility may be the same/initial facility at which City Delivered Materials were received or
Processed or any additional facility(ies) to which such materials are Transported.
“Self-Haul” means the Collection and Transportation of Recyclable Materials, C&D Debris, Large Items, or
Reusable Materials by Persons other than the Collection Contractor, including the Generator thereof and
the Owner or Occupant of Residential or Commercial Premises located in the City where such materials
were generated.
“Self-Haul(er)” means a Person who Self-Hauls, or as otherwise defined in 14 CCR Section 18982(a)(66).
Self-Hauler also includes a Person who Back-Hauls waste.
“Single-Family” means, notwithstanding any contrary definition in the Municipal Code, any detached or
attached house or residence designed or used for occupancy by one (1) family, provided that Collection
service is provided to such Premises as an independent unit.
“Sludge” means the accumulated solids, residues, and precipitates generated as a result of waste
treatment or Processing, including wastewater treatment, water supply treatment, or operation of an
air pollution control facility, and mixed liquids and solids pumped from septic tanks, grease traps,
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EXHIBIT A
DEFINITIONS
MARCH 2026 Page A-14 Recyclables Processing Agreement, Exhibit A
privies, or similar disposal appurtenances, or any other such waste having similar characteristics or
effects.
“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 Exempt Waste, C&D Debris, 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
HHW 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 Reduction” means and refers to the reduction in overall volume of City Delivered Materials
generated. Methods of Source Reduction include, but are not limited to, shifting to reusable or refillable
packaging or a reusable product or eliminating unnecessary packaging.
“Source Separated” means the segregation, by the Generator, of materials by material type designated
for separate Collection for some form of Recycling, Composting, recovery, or reuse.
“State” means the State of California.
“Stewardship Organization” means a Person(s) that is approved or designated under Applicable Law or
by a relevant governing body, including, but not limited to, CalRecycle, CARB, or the County to manage,
coordinate, fund, or otherwise oversee one (1) or more Extended Producer Responsibility Programs. The
applicable Stewardship Organization for each Extended Producer Responsibility Program under this
Agreement shall be designated or approved by the City, at their sole discretion.
“Subcontractor” means a Person who has entered into a contract, express or implied, with Contractor for
the performance of an act that is necessary for Contractor’s fulfillment of its obligations for providing
services under this Agreement. Notwithstanding any other provision in this Agreement, none of the
following Persons shall be considered Subcontractors for any purpose under this Agreement (except as
explicitly provided in Section 3.3 of this Agreement): (i) Vendors providing materials, supplies, or
professional services to Contractor; (ii) Processing Subcontractors (as defined in Section 4.4.F of the
Agreement); and, (iii) Approved Facilities that are not owned by Contractor or by Affiliates of Contractor.
Approved Affiliates shall be considered Subcontractors.
“Term” means the Term of this Agreement, including extension periods if granted, as provided for in
Article 2.
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EXHIBIT A
DEFINITIONS
MARCH 2026 Page A-15 Recyclables Processing Agreement, Exhibit A
“Textiles” means clean items made of thread, yarn, fabric, or cloth. Examples include clothes, fabric
trimmings, draperies, and all natural and synthetic cloth fibers. This waste type does not include cloth-
covered furniture, mattresses, leather shoes, leather bags, or leather belts.
“Ton” or “Tonnage” means a unit of measure for weight equivalent to two thousand (2,000) standard
pounds per each ton where each pound contains sixteen (16) ounces.
“Transfer” means the act of transferring City Delivered Materials from the Collection Contractor’s Route
vehicles into larger vehicles for Transport to Approved Facilities for the purpose of Recycling, Processing,
or Disposing of such materials.
“Transport” or “Transportation” (or any variation of) means the act of conveying City Delivered Materials
from one (1) location to another.
“Used Oil” means any oil that has been refined from crude oil or has been synthetically produced, and is
no longer useful to the Generator because of extended storage, spillage, or contamination with non-
hazardous impurities such as dirt or water; or has been used and, as a result of such use, has been
contaminated with physical or chemical impurities. Used Oil must be generated by and at the Residential
Premises where the Used Oil is Collected. Used Oil does not include transmission fluid.
“Used Oil Filter” means any oil filter that is no longer useful to the Generator because of extended
storage, spillage or contamination with non-hazardous impurities such as dirt or water; or has been used
and, as a result of such use, has been contaminated with physical or chemical impurities. Used Oil Filters
must be generated by and at the Residential Premises where the Used Oil Filter is Collected.
“Vendor” means a Person who has entered into a contract with Contractor for performance of an act that
is necessary for Contractor’s fulfillment of an unsubstantial portion of its obligations for providing services
under this Agreement. Vendors include, but are not limited to, printers of public education and outreach
materials, document translators, material and supply providers, and professional service providers.
“Working Days” means days on which Contractor is required to provide Recyclables Processing Services
under this Agreement.
“Yard Trimmings” means any vegetative matter or Organic Materials resulting from normal yard and
landscaping maintenance, including, but not limited to, plant debris, such as palm, yucca and cactus, grass
clippings, leaves, pruning, weeds, branches, brush, small pieces of unpainted and untreated wood, holiday
trees, and other forms of vegetative waste. Yard Trimmings must be generated by and at the Premises
where the Yard trimmings are Collected. Yard Trimmings do not include items herein defined as Exempt
Waste. Yard trimmings are a subset of Organic Materials.
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EXHIBIT B:
COMMODITY STANDARDS
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EXHIBIT B
COMMODITY STANDARDS
MARCH 2026 Page B-1 Recyclables Processing Agreement, Exhibit B
Contractor shall meet standards for Commodity quality (herein referred to as “Commodity Quality
Standards”) at all times during the Term to ensure that: (i) there is effective recovery of materials; and,
(ii) quality Commodities are produced by the Approved Recyclable Materials Processing Facility and
marketed by Contractor.
All measurements of percentage in the Commodity Quality Standards are by weight. The samples for
testing the Commodity Quality Standards (unless otherwise noted) will be randomly selected from
Commodities prepared by Contractor for sale.
1. Fiber Products
As of the Commencement Date, the City expects that only mixed paper (MP) and old corrugated
Cardboard (OCC) fiber products will be produced by Contractor at the Approved Recyclable Materials
Processing Facility. Contractor is required to produce all fiber products of sufficient quality to attract the
highest domestic market prices for which similar products, produced by other local materials recovery
facilities that Process single-stream Recyclable Materials, are sold. Contractor’s operation of the Approved
Recyclable Materials Processing Facility shall consistently produce fiber products that achieve Residue and
contamination standards that meet, or exceed, the domestic market requirements to attract the highest
current domestic market price for the specified products.
2. Container Glass Product
Glass product sold by Contractor shall consistently contain at least sixty percent (60%) usable glass by
analysis of the end user that receives and Processes the glass product.
3. Aluminum Product
At a minimum, ninety percent (90%) of whole aluminum used beverage containers fed into the Approved
Recyclable Materials Processing Facility Processing system shall be recovered as aluminum product
captured in aluminum bales. Aluminum used beverage containers shall be ejected by the eddy current
separator(s) and then manually sorted at the Approved Recyclable Materials Processing Facility Processing
system’s quality control station(s) to produce an aluminum product that contains less than ten percent
(10%) non-aluminum contamination. Not more than ten percent (10 %) of the aluminum cans fed into the
Approved Recyclable Materials Processing Facility system shall be Disposed as Residual.
4. PET Product
At a minimum, ninety percent (90%) of whole PET containers (excluding thermoforms/clam shells) fed
into the Approved Recyclable Materials Processing Facility Processing system shall be recovered as PET
product captured in PET bales. PET product shall be optically ejected by optic sorting equipment and then
manually sorted at the Approved Recyclable Materials Processing Facility Processing system’s quality
control station(s) to produce a PET product that contains less than ten percent (10%) non-PET
contaminants. Not more than ten percent (10%) of qualifying PET containers fed into the Approved
Recyclable Materials Processing Facility Processing system shall be Disposed as Residual.
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EXHIBIT B
COMMODITY STANDARDS
MARCH 2026 Page B-2 Recyclables Processing Agreement, Exhibit B
5. HDPE Product
At a minimum, ninety percent (90%) of the qualifying HDPE containers fed into the Approved Recyclable
Materials Processing Facility Processing system shall be recovered as HDPE product. HDPE product may
be sorted into natural and colored components. The HDPE-Natural (HDPE-Natural) product shall contain
less than ten percent (10 %) non-HDPE. The HDPE-Colored (HDPE-Colored) product shall contain less than
ten percent (10 %) non-HDPE. Not more than ten percent (10 %) of qualifying HDPE containers that are
fed into the Approved Recyclable Materials Processing Facility Processing system shall be Disposed as
Residual.
6. Mixed Rigid Plastics
Mixed rigid plastics shall be recovered and marketed to meet specifications that will support marketability
of the product in the then-current market conditions.
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EXHIBIT C:
ACCEPTED RECYCLABLE MATERIALS
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EXHIBIT C
ACCEPTED RECYCLABLE MATERIALS
MARCH 2026 Page C-1 Recyclables Processing Agreement, Exhibit C
Accepted Materials for Processing at the Approved Recyclable Materials Processing Facility, Alternate
Recyclable Materials Processing Facility, and Recyclable Materials Processing Contingency Facility(ies)
include Recyclable Materials, which means:
1. Fiber
•Old corrugated Cardboard (OCC)
•Mixed paper (MP), including magazines, catalogs, envelopes, junk mail, brown bags and
paper, paperboard, paper egg cartons, office ledger paper, and telephone books
•Newsprint, including inserts
2. Metals
•Aluminum beverage containers
•Small scrap and cast aluminum (not exceeding forty (40) pounds in weight nor two (2)
feet in any dimension for any single item)
•Steel, including “tin” cans
•Aerosol cans ( empty, non-toxic products)
•Small scrap (not exceeding forty (40) pounds in weight nor two (2) feet in any dimension
for any single item)
•Bimetal containers
3. Plastics
•PET
•HDPE Natural
•HDPE Color
•Mixed rigid plastics
•Plastic bottles (#3-#7) only when recoverable and marketable
4. Mixed glass containers
5. Materials deemed Recyclable by SB 343 and SB 54, as they may be amended from time to time, in
accordance with Subsection 4.2.F.
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EXHIBIT D:
REPORTING REQUIREMENTS
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EXHIBIT D
REPORTING REQUIREMENTS
MARCH 2026 Page D-1 Recyclables Processing Agreement, Exhibit D
1. General
Records shall be maintained in forms and by methods that facilitate flexible use of the data contained in
them to structure reports as needed. Reports are intended to compile recorded data into useful forms of
information that can be used to, among other things:
•Determine and set Per-Ton Rates and evaluate the financial efficacy of operations.
•Evaluate Contractor’s previous and expected Diversion rates under this Agreement.
•Provide concise and comprehensive operational information and metrics for use in fulfilling
reporting requirements under Applicable Law.
•Determine needs for adjustment to programs or operations.
•Determine compliance with AB 341, AB1201, AB 1826, SB 54, SB 343, SB 1383, and all
Applicable Law.
•Coordinate operational and logistical matters between Contractor, the Collection Contractor,
and Approved Transport Contractor.
2. Monthly Reports
Contractor shall submit reports each month. Reports shall include, at a minimum, the following
information for the Approved Recyclable Materials Processing Facility:
1. Total number of vehicle loads Accepted from the Collection Contractor and the Approved Transport
Contractor per day and a sum of total vehicle loads Accepted during the reporting period.
2. Actual Tonnage of each vehicle load Accepted from the Collection Contractor and the Approved
Transport Contractor and a sum of total Tons Accepted from the Collection Contractor and the
Approved Transport Contractor during the reporting period.
3. Average Tons per vehicle load Accepted from the Collection Contractor and the Approved Transport
Contractor to the Approved Recyclable Materials Processing Facility during the reporting period.
4. Average Tons per day Accepted from the Collection Contractor and the Approved Transport
Contractor to the Approved Recyclable Materials Processing Facility during the reporting period.
5. Total Tons of material delivered from all Approved Recyclable Materials Processing Facility users
during the reporting period.
6. Total Tons of material Processed during the reporting period.
7. Total Tons of City Delivered Material Diverted and the Diversion rate listed separately by each
recovered material Commodity, calculated using the method described in Section 6.1.
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EXHIBIT D
REPORTING REQUIREMENTS
MARCH 2026 Page D-2 Recyclables Processing Agreement, Exhibit D
8. Total Tons of Residual material generated from the Processing of all materials delivered to the
Approved Recyclable Materials Processing Facility and the Tons of Residual material allocated to the
City calculated using the method described in Section 6.1.
9. Changes in the average amount of Residue from City Delivered Materials that may be due to
improper separation of materials by Generators.
10. Actual vehicle Turnaround Time for each vehicle load Accepted from the Collection Contractor
(determined in accordance with Subsection 5.2.7) during the reporting period.
11. Date, time, Collection Contractor or Approved Transport Contractor truck number, and reason for
Contractor rejection of any City Delivered Material vehicle loads. Note: This is in addition to the on-
event reporting required for each event.
12. List of any Violations received during the reporting period.
13. The total Tonnage of Recyclable Material generated in the City that is Accepted by the Approved
Recyclable Materials Processing Facility from the Collection Contractor and the Approved Transport
Contractor.
14. Any operational or financial records related to Extended Producer Responsibility Programs, if any,
including but not limited to:
•Invoices or receipts for new or retrofitted equipment or vehicles purchased to implement
the Extended Producer Responsibility Program.
•Changes to labor costs as a result of implementing the Extended Producer Responsibility
Program.
•Records of reimbursements or payments made to Contractor by the Extended Producer
Responsibility Programs or Stewardship Organization.
•Supporting documents related to the calculation used to determine costs allocated to the
City versus other facility users.
Each monthly report shall be formatted to show the previous months for the calendar year with year-to-
date totals. The December report shall also discuss any issues, plans, and concerns related to the use of
the Approved Recyclable Materials Processing Facility during the past year and/or anticipated for the
following year, including, but not limited to, additional services, need for use of Alternate Facilities,
regulatory issues or concerns, permit and regulatory violations, etc.
3. Annual Report
Contractor shall submit an annual report no later than forty-five (45) days after the end of each calendar
year. The Annual Reports shall include, at a minimum, the following information:
1. All information required in the monthly reports, reported for the full calendar year.
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EXHIBIT D
REPORTING REQUIREMENTS
MARCH 2026 Page D-3 Recyclables Processing Agreement, Exhibit D
2. Documentation that Contractor paid all Government Fees and taxes necessary to provide services
under this Agreement in accordance with Applicable Law.
3. A list of all Secondary Processing Facility(ies) used during the report year to Process or Recycle City
Delivered Materials. Such list shall include the facility’s name, physical address, and the name of the
Owner/facility operator.
4. Documentation of all City Delivered Materials sent to Secondary Processing Facility(ies), including
the type of materials sent to each Secondary Processing Facility(ies) and the total Tons sent to each
Secondary Processing Facility(ies), by material type.
5. An explanation of any recently adopted laws or regulations, or changes to laws or regulations, that
Contractor expects may impact this Agreement or Contractor’s operations during the Agreement
Term.
6. Any State facility report, including those required under Subsection 4.4.C, that Contractor submits
to CalRecycle or to Contractor’s Disposal Reporting System coordinator. Such State facility reports
includes those submitted for the Approved Recyclable Materials Processing Facility. Such annual
submittals shall be in accordance with Applicable Law.
7. Annual vehicle inventory in accordance with Subsection 5.3.C and Exhibit J.
8. Documentation of Acceptance of materials deemed Recyclable by SB 343 and SB 54 and adherence
to SB 54-required levels of Diversion, pursuant to Section 5.6.
9. Upon the City’s written request only, a description of any advances in environmental mitigation
measures; any advanced technologies utilized in the course of business; any pilot programs that test
advanced technologies; any new third-party certifications for Diversion or other Facility standards;
and reports on any recent, pending, or planned changes in facility permits.
10. Upon the City’s written request only, a description of any issues, plans, and concerns related to the
use of the Approved Recyclable Materials Processing Facility during the past year and anticipated
changes for the following year, including but not limited to, additional services provided or
available, actual or anticipated need for use of Alternate Facilities, regulatory issue or concerns,
permit and regulatory violations, or changes in staffing, equipment, or operations.
4. Disposal Reporting
In the event Contractor and/or the Approved Recyclable Materials Processing Facility become subject to
regulations that require jurisdiction-specific recording or allocating and reporting of Residue, then
Contractor shall: (i) ensure that the City is not allocated more than its fair share of Residue from Processing
City Delivered Materials; and, (ii) shall develop and provide a Tonnage and Residue Allocation Plan for City
review and approval. Contractor shall then use the method of tracking and allocating City Delivered
Materials Residue levels approved by the City for the remainder of the Term to accurately allocate the
City’s share of the total Residue generated from the Processing of Recyclable Materials at the Approved
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EXHIBIT D
REPORTING REQUIREMENTS
MARCH 2026 Page D-4 Recyclables Processing Agreement, Exhibit D
Recyclable Materials Processing Facility. Contractor shall not change the Tonnage and Residue Allocation
Plan without prior written approval from the City.
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EXHIBIT E:
PERFORMANCE BOND
Docusign Envelope ID: D03D6823-802B-45BE-9603-CE10D489EFF4
{Not included in March 24, 2026 meeting packet, as this Exhibit will be included
Seven days after execution of the Agreement.}
Docusign Envelope ID: C273297C-84BD-4C34-A615-F971F012826C
EXHIBIT F:
PERFORMANCE STANDARDS AND LIQUIDATED
DAMAGES
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EXHIBIT F
PERFORMANCE STANDARDS & LIQUIDATED DAMAGES
MARCH 2026 Page F-1 Recyclables Processing Agreement, Exhibit F
The following table lists the events that constitute breaches of the Agreement's standard of performance
warranting the imposition of Liquidated Damages. The table describes the incident(s) or event(s) that
trigger Liquated Damages, the methods by which occurrences will principally be tracked by Contractor or
the City, and the dollar amounts of Liquidated Damages that the City may assess for Contractor’s failure
to meet the performance requirements specified in this Agreement. In the event that the City
Representative determines that Contractor has failed to meet the performance standard established by
this Agreement and described below, the City may assess Liquidated Damages pursuant to Section 10.6
of the Agreement.
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EXHIBIT F
PERFORMANCE STANDARDS & LIQUIDATED DAMAGES
MARCH 2026 Page F-2 Recyclables Processing Agreement, Exhibit F
Event of Non-Performance Definition Liquidated Damage Amount
Failure of Contractor to meet vehicle
turnaround guarantees specified in
Subsection 5.2.7.
Contractor shall operate the Approved Recyclable
Materials Processing Facility such that vehicle
turnaround times do not exceed the maximum
vehicle turnaround time identified in Subsection
5.2.7.
For Collection Contractor vehicles:
$100 per vehicle delayed.
Failure of Contractor to receive
vehicles during operating hours
specified in Subsection 5.2.4.
Failure of Contractor to open the Approved
Recyclable Materials Processing Facility to the
Collection Contractor or Approved Transport
Contractor during operating days and hours
specified in Subsection 5.2.4.
$1,000 per hour that the Approved
Recyclable Materials Processing Facility is
not open to receive the Collection
Contractor or the Approved Transport
Contractor.
Failure of Contractor to separately
receive, store, Transfer, or otherwise
manage different streams of materials
received at the Approved Recyclable
Materials Processing Facility in a
manner that does not result in
contamination.
Failure of Contractor to separately receive, store,
Transfer, or otherwise manage City Delivered
Materials that were Source Separated by the
Generator or Person delivering the material and that
were delivered to the Approved Recyclable
Materials Processing Facility in a manner that does
not result in contamination, except for materials that
are deemed to be contaminated upon receipt at the
Approved Recyclable Materials Processing Facility
in accordance with Subsection 5.2.3.
$100 per Ton for each Ton of material
that has been combined, mixed, or
contaminated with another material
stream rather than separately managed,
where the total Tons per incident shall be
the combined Tonnage of the two (2) or
more material streams or contaminants
that were combined or mixed.
Failure of Contractor to achieve
regulatory compliance performance
standards of Subsection 5.2.1.
For each Notice of Violation resulting in an
Enforcement Action that any part of Contractor’s
Approved Recyclable Materials Processing Facility
receives from any regulatory body related to
Contractor’s responsibilities as they pertain to
operation of the Approved Recyclable Materials
Processing Facility, as outlined in this Agreement.
$5,000 per month or portion thereof until the
Notice of Violation is resolved.
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EXHIBIT F
PERFORMANCE STANDARDS & LIQUIDATED DAMAGES
MARCH 2026 Page F-3 Recyclables Processing Agreement, Exhibit F
Event of Non-Performance Definition Liquidated Damage Amount
Failure of Contractor to submit timely
reports to the City.
Failure to submit any report on time to the City (any
report shall be considered late until such time as a
correct and complete report is received by the City)
per Section 6.3.
$500 per day for each day a report is late.
City notice to Contractor that a report is late
shall not be required; provided, however,
that if the City provides notice to Contractor
of a late report, then Contractor shall submit
the report within fourteen (14) calendar
days. If the report is received by the City on
or before the fourteenth (14th) calendar day
following the City’s notice of a late report,
Liquidated Damages shall be limited to the
amount due for the number of late days
prior to the City’s issuance of notice. If,
however, the report is received by the City
on or after the fifteenth (15th) calendar day
after receiving the City’s notice, then no
fourteen (14) calendar day grace period
shall be allowed and the City may assess
Liquidated Damages for each calendar day
the report is late after its original due date.
Failure of Contractor to make records
available upon request.
Failure of Contractor to make reports and records
collected and retained by Contractor accessible to
the City or its authorized representatives within five
(5) Business Days of making a records request.
$500 per day for each day that the
requested records are not available to the
City.
Failure of Contractor to notify the City
of intent to use Alternate Facility or
Recyclable Materials Contingency
Facility.
Failure of Contractor to notify the City anytime that
an Alternate Facility or Recyclable Materials
Contingency Facility is used to perform any
obligations of the Agreement.
$1,000 per incident that Contractor fails to
notify the City of its intent to use an
Alternate Facility or Recyclable Materials
Contingency Facility.
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EXHIBIT F
PERFORMANCE STANDARDS & LIQUIDATED DAMAGES
MARCH 2026 Page F-4 Recyclables Processing Agreement, Exhibit F
Event of Non-Performance Definition Liquidated Damage Amount
Failure of Contractor to provide a
complete and accurate written
response to information requested by
the City.
Failure of Contractor to provide a complete and
accurate written response to the City’s request
within the timeframe specified in the Agreement
(which shall not be less than ten (10) Business
Days if no timeframe is specified in the Agreement).
$500 per day for each day that the
requested information is late following
Contractor’s cure period if the City identifies
the error or missing information. If
Contractor self-identifies an error and
submits the corrected report within fifteen
(15) calendar days of Contractor’s notice to
the City, the City may waive Liquidated
Damages at its discretion.
Failure of Contractor to Accept City
Delivered Materials at the Approved
Recyclable Materials Processing
Facility under this Agreement.
Inability of Contractor to Accept City Delivered
Materials at the Approved Recyclable Materials
Processing Facility for any reason other than an
event of force majeure, and without prior
arrangement for use of an Alternate Facility or
Recyclable Materials Contingency Facility.
$500 per Ton
Failure of Contractor to report use of
any Secondary Processing
Facility(ies).
Failure of Contractor to report use of any Secondary
Processing Facility(ies) used to Process or Recycle
City Delivered Materials
$500 per Load of material Delivered to a
Secondary Processing Facility(ies) without
prior notice to, and approval by, the City.
Diversion by Contractor of City
Delivered Materials from the
Approved Recyclable Materials
Processing Facility.
Each individual occurrence of diversion by
Contractor of City Delivered Materials from the
Approved Recyclable Materials Processing Facility
to a facility other than an Alternate Facility or
Recyclable Materials Contingency Facility
designated for City Delivered Materials under Article
4 of this Agreement.
$500 per failure
Failure of Contractor to Process
materials Collected for Diversion prior
to Disposal.
Each individual occurrence of Disposal of City
Delivered Materials without Processing, except for
materials that are deemed to be contaminated upon
receipt at the Approved Recyclable Materials
Processing Facility in accordance with Subsections
5.2.2 and 5.2.3.
$1,000 per Load
Failure of Contractor to Provide
Adequate Capacity.
Failure to provide adequate primary and alternate
capacity to Accept and Process City Delivered
Materials.
$1,000 per day
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EXHIBIT F
PERFORMANCE STANDARDS & LIQUIDATED DAMAGES
MARCH 2026 Page F-5 Recyclables Processing Agreement, Exhibit F
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: _________
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EXHIBIT G:
CONTRACTOR’S INITIAL RATES AND COSTS
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Docusign Envelope ID: C273297C-84BD-4C34-A615-F971F012826C
Docusign Envelope ID: C273297C-84BD-4C34-A615-F971F012826C
Docusign Envelope ID: C273297C-84BD-4C34-A615-F971F012826C
Docusign Envelope ID: C273297C-84BD-4C34-A615-F971F012826C
EXHIBIT H:
CONTRACTOR’S RECYCLABLE MATERIALS
RESIDUE AND MATERIAL CHARACTERIZATION
STUDY
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EXHIBIT H
CONTRACTOR’S RECYCLABLE MATERIALS RESIDUE AND
MATERIAL CHARACTERIZATION STUDY
MARCH 2026 Page H-1 Recyclables Processing Agreement, Exhibit H
This Section presents the Recyclable Material Residue characterization study methodology for quantifying
the contamination level of City Delivered Materials. Contractor shall engage a third party to design and
perform the study annually in accordance with Subsections 4.2.C and 8.3.1.C. The methodology may be
changed at Contractor’s election, with the City’s prior written approval, to accommodate new technology,
such as artificial intelligence (Ai), in which case the frequency and methods of Residue characterization
will be revised.
1. Objectives
This study and methodology is designed to estimate the contamination level (as a percentage by weight
of the entire load) and shall be used to determine the allowable level of Residue Disposal credit or debit
allocated to the City for the upcoming Rate Period. The methodology described herein is intended to
produce consistent and statistically reliable estimates of the contamination level of individual loads of City
Delivered Materials. In addition, the methodology is designed to require the minimum necessary
organizational time and financial investment.
2. Sampling Rationale
Sampling shall occur on an annual basis (or more frequently at Contractor’s option) in accordance with
Subsection 8.3.1.C.
3. Number of Samples per Load and Sample Weight
The sample shall include, at minimum, Processing thirty (30) Tons of City Delivered Materials, stratified
across no fewer than three (3) distinct days of service.
4. Sampling Crew
Contractor shall provide for the following sampling crew and shall assign its sampling crew members to
perform the roles of the positions described below.
•Sampling Crew Manager: Responsible for selecting samples, working with the sampling crew,
providing quality control, and ensuring compliance with the study methodology in this Exhibit
H.
•Sorters: Responsible for sorting samples.
•Facility Manager: Responsible for coordinating with the sampling crew manager.
•Loader Operator: Responsible for segregating the selected load from other loads in the
designated sampling and sorting area.
5. Sampling and Testing Procedures
Test procedures are broken down into the following steps, which shall be used by Contractor when testing
a load for contamination.
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EXHIBIT H
CONTRACTOR’S RECYCLABLE MATERIALS RESIDUE AND
MATERIAL CHARACTERIZATION STUDY
MARCH 2026 Page H-2 Recyclables Processing Agreement, Exhibit H
•Sampling and sorting area designation
•Sample selection
•Sample sorting
•Sample Disposal
•Data management
Sampling and Sorting Area Designation
With the input of the tipping floor staff and the loader operator(s), the sampling crew manager and
sorter(s) will set up in the designated sampling and sorting area near the Recyclable Materials tipping
floor. The sorting area may be in a location near the load to be sampled and from which the loader can
safely remove samples after sorting.
Sample Selection
Three (3) samples will be randomly selected from different cells of the load using a random number
generator to select the cells. The sampling crew manager will assist the loader operator in locating the
appropriate cell for each sample, using the sample cell map in Figure 1 below.
After the loader operator has extracted the material in the selected cell, the sample shall be placed on a
tarp.
Figure 1: Sixteen (16) Cell Grid
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EXHIBIT H
CONTRACTOR’S RECYCLABLE MATERIALS RESIDUE AND
MATERIAL CHARACTERIZATION STUDY
MARCH 2026 Page H-3 Recyclables Processing Agreement, Exhibit H
Samples from each cell shall weigh approximately one hundred twenty-five (125) pounds to one hundred
seventy-five (175) pounds. Pulling the tarp is a basic test used to estimate sample weight. If it is
determined that a sample is too heavy, the weight may be reduced by removing vertical slices from the
sample. If it is determined that a sample is too light, the weight may be increased by adding more material.
It is important to add or remove all material in the slice from the top to bottom to ensure that both small,
heavy, and loose materials and large, light, and bagged materials are added or removed.
The sampling crew manager will place a unique sample placard on each sample for a photograph and, if
the sample is not immediately sorted, for later identification. The sample placard shall be marked with a
unique sample identification number and additional information used to identify loads in photographs
and correlate load net weights with sample details (such as that shown in Figure 2). Each placard will be
coded according to its corresponding sampling population (e.g., “SSS-1” indicates the first load of Single-
Family Single-Stream Recyclable Materials). Each load will be photographed individually with the sample
placard visible and legible.
Figure 2: Example Sample Placard
Date: 10/1/2025
Route Number: 891
Load of the Day: First
SSS-1 - 1
Cell 12
Sample Sorting
The sample identification number, as designated by the placard, shall be recorded on the tally form (see
example form in Figure 3). The sample shall be moved to a designated sorting area. Next, the sorter(s)
shall sort the sample and remove materials deemed contaminants, placing the contaminants into
designated containers. The sorter(s) shall then weigh the contaminants while the sampling crew manager
records the weights on the tally form. The remainder of the sample (“remaining materials”) shall be put
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EXHIBIT H
CONTRACTOR’S RECYCLABLE MATERIALS RESIDUE AND
MATERIAL CHARACTERIZATION STUDY
MARCH 2026 Page H-4 Recyclables Processing Agreement, Exhibit H
into containers, weighed, and recorded on the tally form. The sampling crew manager is responsible for
monitoring the homogeneity of material in each container and ensuring the accuracy of the sorting
process.
Sample Disposal
After the weight of all material in each sample is recorded on the tally sheet, Contractor may Dispose of
the materials.
Data Management
At the end of the sampling process, the sampling crew manager will review all forms for accuracy and
completeness. Any issues shall be resolved immediately while the day’s work is still fresh in the mind of
the sampling crew manager.
Calculations
The sampling crew manager shall calculate the contamination level of the single load using the following
procedure:
1. Calculate the total weight of contaminants by summing the weight of the contaminants from each
of the three samples taken.
2. Calculate the total weight of the remaining materials by summing the weight of the remaining
materials from each of the three (3) samples.
3. Calculate the “Measured Contamination Level” using the following formula:
Measured Contamination Level = Total weight of contaminants / (Total weight of Contaminants + total
weight of remaining materials)
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EXHIBIT H
CONTRACTOR’S RECYCLABLE MATERIALS RESIDUE AND
MATERIAL CHARACTERIZATION STUDY
MARCH 2026 Page H-5 Recyclables Processing Agreement, Exhibit H
Figure 3: Example Tally Sheet
Residue Type 1 Residue Type 2 Residue Type 3 Residue Type 4
Pounds Pounds Pounds Pounds
Container 1 Date:Sample ID:
Container 2
Container 3 Time:Sample Weight:
Container 4
Container 5 Route #:Cell #:
Container 6
Container 7 Truck #:
Container 8
Container 9
Container 10
Pounds Pounds Pounds Pounds
Container 1 NOTES:
Container 2
Container 3
Container 4
Container 5
Container 6
Container 7
Container 8
Container 9
Container 10
Note: tally worksheet may be adjusted to accommodate the number of residue types categorized in the study
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Tally Worksheet - Recyclable Material Residue Characterization Study
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EXHIBIT I:
APPROVED SUBCONTRACTORS AND
ALTERNATE/SECONDARY PROCESSING FACILITIES
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EXHIBIT I
APPROVED SUBCONTRACTORS AND ALTERNATE/SECONDARY
PROCESSING FACILITIES
MARCH 2026 Page I-1 Franchise Agreement, Exhibit I
In accordance with Section 3.3 of the Agreement, the City has approved the following Subcontractors and
Alternate/Secondary Processing Facilities to manage the specified services and otherwise assist
Contractor in the performance of the requirements of this Agreement.
Approved Subcontractors and
Alternate/Secondary Processing Facilities
Services
Processing of
Recyclable Materials.
Processing
of Recyclable Materials.
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EXHIBIT J:
ANNUAL VEHICLE INVENTORY
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EXHIBIT J
ANNUAL VEHICLE INVENTORY
MARCH 2026 Page J-1 Franchise Agreement, Exhibit J
Vehicle
#
Vehicle
Type
Make/Model Year VIN #Fuel
Type
614 Tractor Peterbilt 579 2017 1XPBD79X9HD387575 Diesel
615 Tractor Peterbilt 579 2017 1XPBD79X0HD387576 Diesel
616 Tractor Peterbilt 579 2017 1XPBD79X2HD387577 Diesel
617 Tractor Peterbilt 579 2017 1XPBD79X4HD387578 Diesel
618 Tractor Peterbilt 579 2017 1XPBD79X6HD387579 Diesel
619 Tractor Peterbilt 579 2017 1XPBD79X2HD387580 Diesel
624 Tractor Peterbilt 579 2020 1XPBD79X6LD638965 Diesel
625 Tractor Peterbilt 579 2020 1XPBD79X8LD638966 Diesel
626 Tractor Peterbilt 579 2021 1XPBD49X0MD753416 Diesel
627 Tractor Peterbilt 579 2021 1XPBD49X2MD753417 Diesel
629 Tractor Peterbilt 384 2011 1XPVD09X3BD115471 Diesel
630 Tractor Peterbilt 579 2023 1XPBD49X1PD886755 Diesel
631 Tractor Peterbilt 579 2026 1XPBD49X7TD779817 Diesel
632 Tractor Peterbilt 579 2026 1XPBD49X9TD779818 Diesel
S-2 Sweeper Isuzu/Elgin Broom
Badger
2022 JALE5W167N7303223 Diesel
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