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HomeMy WebLinkAboutReso - CC - 019-2018AMENDED AND RESTATED FRANCHISE AGREEMENT BETWEEN CITY OF BURLINGAME AND RECOLOGY SAN MATEO COUNTY FOR RECYCLABLE MATERIALS, ORGANIC MATERIALS, AND SOLID WASTE COLLECTION SERVICES * * * {This page intentionally left blank} Collection Services Franchise Agreement Services with Recology San Mateo County -i- TABLE OF CONTENTS RECITALS..................................................................................................................................1 ARTICLE 1 DEFINITIONS.........................................................................................................3 1.01 Definitions................................................................................................................... 3 1.02 Statutory Definitions.................................................................................................... 3 ARTICLE 2 REPRESENTATION AND WARRANTIES OF CONTRACTOR .............................4 2.01 Corporate Status ........................................................................................................ 4 2.02 Corporate Authorization.............................................................................................. 4 2.03 Agreement Duly Executed.......................................................................................... 4 2.04 No Conflict with Applicable Law or Other Documents................................................. 4 2.05 No Litigation ............................................................................................................... 4 2.06 Financial Condition..................................................................................................... 4 2.07 Ability to Perform........................................................................................................ 5 2.08 Contractor’s Investigation ........................................................................................... 5 2.09 Statements and Information in Proposal..................................................................... 5 2.10 Iran Contracting Certification ...................................................................................... 5 ARTICLE 3 TERM OF AGREEMENT........................................................................................6 3.01 Effective Date and commencement date .................................................................... 6 3.02 Term...........................................................................................................................6 3.03 Extension of Term ...................................................................................................... 6 3.04 Conditions to Effectiveness of Agreement .................................................................. 7 ARTICLE 4 SCOPE OF AGREEMENT......................................................................................9 4.01 Scope of Agreement................................................................................................... 9 4.02 Limitations on Scope .................................................................................................. 9 4.03 Geographic Limits on Contractor’s Operations...........................................................10 ARTICLE 5 COLLECTION SERVICES....................................................................................11 5.01 General......................................................................................................................11 5.02 Solid Waste Collection...............................................................................................11 5.03 Targeted Recyclable Materials Collection..................................................................16 5.04 Organic Materials Collection......................................................................................21 5.05 Residential On-Call Bulky Item Collection Service.....................................................23 5.06 Agency Facility On-Call Bulky Item Collection Service...............................................26 5.07 Confidential Document Destruction Service Event.....................................................27 5.08 Collection for Large Venues and Community Events.................................................27 5.09 Abandoned Waste Cleanup Collection Service..........................................................28 5.10 Coats for Kids Program .............................................................................................29 5.11 Compost Give-Away..................................................................................................30 5.12 Reserved...................................................................................................................30 5.13 Community Drop-Off Events......................................................................................30 5.14 Mixed Use Buildings..................................................................................................32 ARTICLE 6 TRANSPORTATION ............................................................................................34 6.01 Transportation of Collected Materials ........................................................................34 6.02 Limitations on Contamination.....................................................................................34 6.03 Contractor Methods of Controlling Contamination......................................................36 Collection Services Franchise Agreement Services with Recology San Mateo County -ii- 6.04 Processing of Other Materials....................................................................................37 ARTICLE 7 OTHER SERVICES..............................................................................................38 7.01 Customer Billing ........................................................................................................38 7.02 Customer Service......................................................................................................40 7.03 Public Education and Promotion................................................................................44 7.04 Commercial Recycling Promotion Program ...............................................................49 7.05 Multi-Family Recycling Promotion Program...............................................................51 7.06 Waste Generation/Characterization Studies..............................................................53 7.07 Program Evaluation...................................................................................................53 7.08 Provision of Emergency Services ..............................................................................54 7.09 MFD and Commercial Recycling Blitz........................................................................54 7.10 Carbon Footprint Measuring......................................................................................55 7.11 Environmental Management Program .......................................................................55 7.12 Annual Route Assessment.........................................................................................55 7.13 Right of Agency or SBWMA to Make Changes to Other Services..............................55 ARTICLE 8 REQUIREMENTS FOR OPERATIONS, EQUIPMENT, AND PERSONNEL.........57 8.01 Collection Hours and Schedules ................................................................................57 8.02 Collection Standards..................................................................................................58 8.03 Unloading Materials at the Designated Transfer and Processing Facility...................62 8.04 Vehicles.....................................................................................................................62 8.05 Containers.................................................................................................................66 8.06 Personnel..................................................................................................................69 8.07 Hazardous Waste Inspection and Handling ...............................................................71 8.08 Communication and Cooperation with Agency and SBWMA .....................................73 8.09 Cooperation with Designated Transfer and Processing Facility Operator...................73 8.10 Buy-Recycled Policy..................................................................................................74 8.11 Annual Performance Hearing.....................................................................................74 ARTICLE 9 RECORD KEEPING AND REPORTING...............................................................77 9.01 General......................................................................................................................77 9.02 General Record Keeping Provisions..........................................................................77 9.03 Record Keeping Requirements..................................................................................78 9.04 General Reporting Requirements ..............................................................................81 9.05 Monthly Reports ........................................................................................................82 9.06 Quarterly Reports ......................................................................................................83 9.07 Annual Reports ..........................................................................................................85 9.08 Required Specific Reporting......................................................................................88 9.09 Upon-Request Reporting...........................................................................................89 ARTICLE 10 FRANCHISE FEE AND OTHER FEES...............................................................90 10.01 General......................................................................................................................90 10.02 Franchise Fee............................................................................................................90 10.03 Other Fees ................................................................................................................90 10.04 Time and Method of Payment ....................................................................................90 10.05 Adjustments to Fees; Additional Fees........................................................................90 ARTICLE 11 CONTRACTOR’S COMPENSATION AND RATES ............................................92 11.01 Overview ...................................................................................................................92 11.02 Determination of Contractor’s Compensation ............................................................93 11.03 Annual Revenue Reconciliation Process ...................................................................94 Collection Services Franchise Agreement Services with Recology San Mateo County - iii - 11.04 Application Process for Contractor’s Compensation ..................................................96 11.05 Special Compensation Review ..................................................................................96 11.06 Compensation Adjustments for Changes in Scope of Services or Service Levels......98 11.07 Rate-Setting Process.................................................................................................99 11.08 Notice of Rate Adjustments .....................................................................................100 11.09 Potential Rate Constraints.......................................................................................100 ARTICLE 12 AGENCY RIGHT TO USE EQUIPMENT AND FACILITIES .............................101 12.01 Purpose...................................................................................................................101 12.02 Conditions Authorizing Agency’s Right to Use of Facilities and Equipment ..............101 12.03 Notice to Contractor.................................................................................................101 12.04 Rights and Responsibilities of Parties ......................................................................102 12.05 Duration of Agency’s Right to Possession and Use of Vehicles/Equipment .............102 12.06 General....................................................................................................................102 ARTICLE 13 INDEMNITY, INSURANCE, BOND, GUARANTY.............................................104 13.01 Indemnification ........................................................................................................104 13.02 Insurance.................................................................................................................104 13.03 Faithful Performance Bond......................................................................................107 13.04 Alternative Security..................................................................................................108 13.05 Hazardous Waste Indemnification ...........................................................................108 13.06 Indemnification Related to Various State Requirements ..........................................108 13.07 Guaranty..................................................................................................................109 ARTICLE 14 DEFAULT AND REMEDIES.............................................................................110 14.01 Events of Default.....................................................................................................110 14.02 Right to Suspend or Terminate Upon Default ..........................................................110 14.03 Specific Performance...............................................................................................111 14.04 Right to Perform; Use of Contractor Property ..........................................................111 14.05 Damages.................................................................................................................111 14.06 Agency’s Remedies Cumulative ..............................................................................111 14.07 Liquidated Damages................................................................................................111 14.08 Agency Default........................................................................................................112 14.09 Excuse from Performance .......................................................................................113 14.10 Assurance of Performance ......................................................................................114 ARTICLE 15 OTHER AGREEMENTS OF THE PARTIES.....................................................115 15.01 Relationship of Parties.............................................................................................115 15.02 Compliance with Law...............................................................................................115 15.03 Assignment..............................................................................................................115 15.04 Affiliated Entity.........................................................................................................116 15.05 Contractor’s Investigation ........................................................................................117 15.06 Reserved.................................................................................................................117 15.07 Condemnation .........................................................................................................117 15.08 Notice......................................................................................................................117 15.09 Representatives of the Parties.................................................................................118 15.10 Duty of Contractor Not to Discriminate.....................................................................118 15.11 RESERVED .............................................................................................................118 15.12 Right of Agency to Make Changes in Services and Service Levels..........................118 15.13 Transition to Next Service Provider..........................................................................119 15.14 Reports as Public Records ......................................................................................119 Collection Services Franchise Agreement Services with Recology San Mateo County -iv- ARTICLE 16 MISCELLANEOUS PROVISIONS....................................................................120 16.01 Governing Law ........................................................................................................120 16.02 Jurisdiction ..............................................................................................................120 16.03 Binding on Successors............................................................................................120 16.04 Parties in Interest.....................................................................................................120 16.05 Waiver.....................................................................................................................120 16.06 Attachments ............................................................................................................120 16.07 Entire Agreement.....................................................................................................120 16.08 Section Headings ....................................................................................................120 16.09 Interpretation ...........................................................................................................121 16.10 Amendment.............................................................................................................121 16.11 Severability..............................................................................................................121 16.12 Costs and Attorneys’ Fees.......................................................................................121 16.13 No Damages for Invalidation of Agreement .............................................................121 16.14 References to Laws.................................................................................................121 16.15 Indemnity Against Challenges to Agreement ...........................................................121 16.16 Dispute Resolution ..................................................................................................121 Attachments A Definitions B Service Levels of Agency Facilities C Community Events D Container Specifications E-1 Contamination Measurement Methodology – Single Loads E-2 Reserved F Faithful Performance Bond G Guaranty H Delinquent Payment Policy I Performance Incentives and Disincentives J Liquidated Damages K Contractor’s Compensation and Rate Setting Process L Reserved M Agency’s Franchise Fee and Other Fees N Contractor’s Compensation and Operating Statistics O List of Contractor’s Personnel P Vehicle Specifications Q Additional Services R Secretary’s Certificate S Interest Payment Arrangement Memorandum of Understanding Franchise Agreement for Collection Services with Recology San Mateo County Page 1 of 123 Model Agreement for Adaptation by Member Agencies AMENDED AND RESTATED1 FRANCHISE AGREEMENT2 FOR3 RECYCLABLE MATERIALS, ORGANIC MATERIALS,4 AND SOLID WASTE5 COLLECTION SERVICES6 THIS AMENDED AND RESTATED AGREEMENT (“Agreement”) is made as of this 7 _____ day of __________, 2018, by and between the City of Burlingame, a Municipal 8 Corporation ("Agency"), and RECOLOGY SAN MATEO COUNTY, a California corporation9 ("Contractor").10 RECITALS11 This Agreement is entered into with reference to the following facts and circumstances:12 13 WHEREAS; the State of California has, through enactment of the California Integrated Waste 14 Management Act of 1989 ("Act"), determined each of the following:15 A. That management of solid waste is a shared responsibility of the State and local 16 governments;17 B. That it is in the public interest for local governments to be authorized and required to 18 provide adequate solid waste handling services;19 C. That the amount of solid waste generated in California, coupled with diminishing landfill 20 space, potential adverse environmental impacts from landfilling solid waste, and the 21 need to conserve natural resources have created an urgent need for State and local 22 agencies to enact and implement an aggressive integrated waste management program;23 and,24 WHEREAS; the State of California, through the Act, has directed the responsible State agency 25 and all local agencies to maximize the use of feasible waste reduction, recycling, and 26 composting options in order to reduce the amount of solid waste that must be disposed of in 27 landfills; and, the State of California through AB 341, AB 1826, SB 1383, and other legislation28 have established additional requirements for increased diversion of recyclable materials and 29 organic materials from landfill disposal; and, 30 WHEREAS; Agency is a member of the South Bayside Waste Management Authority31 ("Authority" or “SBWMA”), established pursuant to the California Joint Exercise of Powers Act.32 In November, 2007, the SBWMA, acting on behalf of Agency and its other members, issued a 33 Request for Proposals to provide collection of solid waste, recyclable materials, and organic 34 materials and related services to Agency and other members of SBWMA; and,35 WHEREAS; on March 11, 2008, Contractor submitted a proposal to provide these services, 36 which was evaluated by the SBWMA; and, on the basis of that evaluation, the SBWMA37 recommended that Agency enter into an agreement with Contractor; and, 38 Franchise Agreement for Collection Services with Recology San Mateo County Page 2 of 123 Model Agreement for Adaptation by Member Agencies WHEREAS; in 2009, Agency independently evaluated Contractor's proposal and determined 39 that Contractor had proposed to provide solid waste handling services including collection of 40 recyclable and organic materials in a manner and on terms which were in the best interests of 41 Agency, its residents and businesses, taking into account the qualifications and experience of 42 Contractor and the cost of providing such services; and, 43 WHEREAS; on November 2, 2009, the City Council approved Resolution No. 99-2009, which 44 awarded an exclusive franchise agreement to Recology San Mateo County for Recyclable 45 Materials, Organic Materials, and Solid Waste Collection Services, with a term from January 1, 46 2011 through December 31, 2020 (“2009 Franchise Agreement”); and,47 WHEREAS; on August 19, 2013, the City Council authorized the City Manager to amend the 48 2009 Franchise Agreement; and,49 WHEREAS; in November of 2016, the SBWMA’s Board of Directors directed SBWMA staff to 50 negotiate, acting on behalf of Agency and its other members, with Contractor an extension of 51 the 2009 Franchise Agreement, and to do so without a competitive bidding for the collection 52 services; and,53 WHEREAS; the SBWMA and Contractor negotiated a Model Amended and Restated Franchise 54 Agreement that was intended to serve as a model agreement for each Member Agency to use 55 as a basis for its negotiations with Contractor;56 WHEREAS; the SBWMA presented the Model Amended and Restated Franchise Agreement to 57 the SBWMA’s Board of Directors on June 22, 2017; and, the Board took action recommending 58 that each Member Agency negotiate an Amended and Restated Franchise Agreement using the 59 Model Amended and Restated Franchise Agreement as the basis for such negotiations; and,60 WHEREAS; the City Council authorized City staff to negotiate this Amended and Restated 61 Franchise Agreement with a term of fifteen (15) years from January 1, 2021 through December 62 31, 2035, and, on January 16, 2017, authorized the City Manager to execute this Agreement;63 and,64 WHEREAS, this Agreement has been developed by and is satisfactory to the Parties.65 NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement, and 66 for other good and valuable consideration, Agency and Contractor agree as follows:67 68 Franchise Agreement for Collection Services with Recology San Mateo County Page 3 of 123 Model Agreement for Adaptation by Member Agencies ARTICLE 169 DEFINITIONS70 1.01 DEFINITIONS71 Unless the context otherwise requires, capitalized terms used in this Agreement shall 72 have the meanings set forth in the definitions contained in Attachment A.73 1.02 STATUTORY DEFINITIONS74 Unless a term is otherwise defined in this Agreement, terms used in this Agreement shall 75 have the same meaning as the definitions of those terms contained in the Act. In the 76 event of a conflict between the definition of a term in the Act and in this Agreement, the 77 definition in the Agreement shall prevail.78 79 Franchise Agreement for Collection Services with Recology San Mateo County Page 4 of 123 Model Agreement for Adaptation by Member Agencies ARTICLE 280 REPRESENTATION AND WARRANTIES OF81 CONTRACTOR82 Contractor represents and warrants, as of the date of its execution of this Agreement, the 83 following:84 2.01 CORPORATE STATUS85 Contractor is a corporation, duly organized, validly existing and in good standing under 86 the laws of the State of California, and is qualified to do business in the State of 87 California.88 2.02 CORPORATE AUTHORIZATION89 Contractor has the authority to enter into and perform its obligations under this 90 Agreement. The directors (and shareholders, if necessary) of Contractor have taken all 91 actions required by law, the articles of incorporation and bylaws or otherwise to 92 authorize the execution of this Agreement. 93 2.03 AGREEMENT DULY EXECUTED94 The persons signing this Agreement on behalf of Contractor have been authorized to do 95 so and the Secretary’s Certificate in Attachment R confirms this. Upon the Effective 96 Date, this Agreement will constitute a legal, valid and binding obligation of Contractor.97 2.04 NO CONFLICT WITH APPLICABLE LAW OR OTHER DOCUMENTS98 Neither the execution and delivery by Contractor of this Agreement, nor the performance 99 by Contractor of its obligations hereunder (i) conflicts with, violates, or will result in a 100 violation of any existing Applicable Law; or (ii) conflicts with, violates, or will result in a 101 breach or default under any term or condition of any existing judgment, order, or decree 102 of any court, administrative agency or other governmental authority, or of any existing 103 contract or instrument to which Contractor is a party or by which Contractor is bound.104 2.05 NO LITIGATION105 There is no action, suit, proceeding, or investigation at law or in equity, before or by any 106 court or governmental entity, pending or threatened against Contractor, or otherwise 107 affecting Contractor, wherein an unfavorable decision, ruling, or finding, in any single 108 case or in the aggregate, would (a) materially adversely affect Contractor’s performance 109 hereunder, (b) adversely affect the validity or enforceability of this Agreement, or (c) 110 have a material adverse effect on the financial condition of Contractor or the entity 111 providing the guaranty of Contractor's performance.112 2.06 FINANCIAL CONDITION113 Contractor has made available to Agency information on its financial condition. 114 Contractor recognizes that Agency has relied on this information in evaluating the 115 sufficiency of Contractor’s financial resources to perform this Agreement. To the best of 116 Contractor’s knowledge, this information is complete and accurate, does not contain any 117 Franchise Agreement for Collection Services with Recology San Mateo County Page 5 of 123 Model Agreement for Adaptation by Member Agencies material misstatement of fact and does not omit any fact necessary to prevent the 118 information provided from being materially misleading.119 2.07 ABILITY TO PERFORM120 Contractor has the expertise and professional and technical capability to perform all of 121 its obligations under this Agreement.122 2.08 CONTRACTOR’S INVESTIGATION123 Contractor has made an independent investigation and analysis, the results of which are 124 satisfactory to Contractor, of the conditions and circumstances surrounding the 125 Agreement, its content and preparation, and the work to be performed by Contractor 126 under the Agreement. The Agreement accurately and fairly represents the intentions of 127 Contractor, and Contractor enters into this Agreement on the basis of that independent 128 investigation and analysis.129 2.09 STATEMENTS AND INFORMATION IN PROPOSAL130 The Contractor’s “Proposal to Amend and Restate the Franchise Agreement for 131 Recyclables, Organics, and Solid Waste Collection Services”, dated January 10, 2017,132 and supplementary information submitted thereafter by the Contractor to the SBWMA133 during the SBWMA’s negotiation of a Model Amended and Restated Agreement do not 134 contain any untrue statement of a material fact nor omit to state a material fact 135 necessary in order to make the statements made, in light of the circumstances in which 136 they were made, not misleading.137 2.10 IRAN CONTRACTING CERTIFICATION138 Contractor hereby certifies that Contractor is not identified on a list created by the 139 California Department of General Services (“DGS”) pursuant to California Public 140 Contract Code Section 2203 of the Iran Contracting Act of 2010 (the “ICA”) as a Person 141 engaging in investment activities in Iran described in Section 2202.5(a) of the ICA, or as 142 a person described in Section 2202.5(b) of the ICA, as applicable. Contractor hereby 143 certifies that Contractor is not a financial institution that extends twenty million dollars 144 ($20,000,000) or more in credit to another Person, for forty-five (45) Days or more, if that 145 Person will use the credit to provide goods or services in the energy sector in Iran and is 146 identified on the DGS list made pursuant to Section 2203(b).147 As used in this Section 2.10, “Person” shall mean a “Person” as defined in California 148 Public Contract Code Section 2202(e).149 150 Franchise Agreement for Collection Services with Recology San Mateo County Page 6 of 123 Model Agreement for Adaptation by Member Agencies ARTICLE 3151 TERM OF AGREEMENT152 3.01 EFFECTIVE DATE AND COMMENCEMENT DATE153 This Agreement shall become binding and enforceable as of the date (the “Effective 154 Date”) that two-thirds (2/3) of SBWMA’s Member Agencies have approved and signed 155 agreements with Contractor substantially similar to this one, as required by Section 156 3.04.B, and all other conditions set forth in Sections 3.04.A and 3.04.B have been 157 satisfied or waived.158 Contractor’s obligation to Collect Solid Waste, Targeted Recyclable Materials, and 159 Organic Materials under the terms and conditions of this Agreement shall begin on 160 January 1, 2021 at 12:01 a.m. (the “Commencement Date”) and shall continue for the 161 remainder of the Term. 162 Between the Effective Date and Commencement Date, Contractor shall perform all 163 activities necessary to prepare itself to start providing services required by this 164 Agreement on the Commencement Date.165 3.02 TERM166 Notwithstanding any other provision of this Agreement to the contrary, the 2009 167 Franchise Agreement, this amendment and restatement thereof, and any other 168 amendments mutually agreed by the Parties, shall together constitute a single 169 agreement between the Parties with a single unbroken term (the “Term”).170 The original Term, set forth in the 2009 Franchise Agreement, began on January 1, 2011171 with an initial duration of ten (10) years, ending on December 31, 2020. This amendment172 and restatement extends the Term for an additional fifteen (15) years, for a total Term of 173 twenty-five (25) years. Upon the Effective Date, the Term shall be extended until174 midnight on December 31, 2035, unless earlier terminated, or extended as provided in 175 Section 3.03. 176 Except as provided below in this Section 3.02, the Parties intend for the 2009 Franchise 177 Agreement to govern the rights and obligations of the Parties through December 31, 178 2020, and for this Agreement to govern the rights and obligations of the Parties from and 179 after January 1, 2021. Thus, to the extent this Agreement amends the 2009 Franchise 180 Agreement, the amendments shall not take effect until January 1, 2021, and shall not be 181 retroactive.182 As an exception to the foregoing, upon the Effective Date, (i) the 2009 Franchise 183 Agreement shall be amended to extend the Term to 2035 as provided above, and (ii) the 184 2009 Franchise Agreement shall be amended to the extent necessary to give effect to185 Section 11.02.F of this Agreement.186 3.03 EXTENSION OF TERM187 A.Voluntary Extension. At Agency’s discretion, but subject to Contractor’s consent, 188 this Agreement may be extended without amendment for a period of no less than 189 one (1) and no more than five (5) additional years for a total Term that does not 190 Franchise Agreement for Collection Services with Recology San Mateo County Page 7 of 123 Model Agreement for Adaptation by Member Agencies exceed thirty (30) years or extend beyond December 31, 2040). If Agency desires to 191 extend the Agreement, Agency shall provide the Contractor with written notice of its 192 intention to extend the Agreement on or before December 31, 2032. Such notice by 193 Agency shall specify the duration of the extension. Contractor shall provide written 194 notice to Agency and SBWMA on or before January 31, 2033 whether it consents to 195 the extension. 196 B.Mandated Extension. If the Agency and Contractor do not mutually agree to 197 extend the Term of the Agreement, the Agency shall have the sole discretion to 198 extend the Term for a period of twelve (12) months or less by providing the 199 Contractor written notice of its election on or before December 31, 2034, provided,200 however, that the Term shall only be so extended if eight (8) of the SBWMA’s 201 Member Agencies, collectively representing at two thirds (2/3) of the Member 202 Agencies, make such an election for an identical extension period by December 31, 203 2034. Notwithstanding the foregoing, if Contractor demonstrates based on the 204 audited financial statements for the Agency’s operations that it experienced a net 205 loss as shown on the Statement of Income and Stockholder’s Investment reduced 206 by the amount of general and administrative expenses greater than 9.5% of Total 207 Operating Revenue (if general and administrative expenses are greater than 9.5% 208 of Total Operating Revenue) for its fiscal year ending September 30, 2034, then 209 Agency and Contractor shall meet and confer to discuss the extension and 210 Contractor’s Compensation during the period of such extension.211 3.04 CONDITIONS TO EFFECTIVENESS OF AGREEMENT212 A.Obligation of Agency to Perform.The obligation of Agency to perform under this 213 Agreement is subject to satisfaction, on or before the Effective Date, of each of the 214 conditions set out below, each of which may be waived in whole or in part by 215 Agency:216 1. Accuracy of Representations. The representations and warranties made by 217 Contractor in Article 2 shall be true and correct on and as of the Effective Date.218 2. Absence of Litigation. There shall be no litigation pending on the Effective 219 Date in any court challenging the execution of this Agreement or seeking to 220 restrain or enjoin its performance.221 3. Effectiveness of Agency’s Approval. The approval of this Agreement by 222 Agency shall have become effective, pursuant to California law, on or before 223 the Effective Date.224 B.Obligation of Contractor to Perform.The obligation of Contractor to perform 225 under this Agreement is subject to the satisfaction of the conditions set forth below, 226 each of which may be waived in whole or in part by Contractor.227 1. Absence of Litigation. There shall be no litigation pending on the Effective 228 Date in any court challenging the execution of this Agreement, or seeking to 229 enjoin its performance.230 2. Effectiveness of Agency's Approval. The approval of this Agreement by 231 Agency shall have become effective, pursuant to California law.232 3. Approvals by Other Member Agencies. On or before June 30, 2018, a minimum 233 of eight (8) of the governing bodies of the SBWMA’s Member Agencies, 234 Franchise Agreement for Collection Services with Recology San Mateo County Page 8 of 123 Model Agreement for Adaptation by Member Agencies collectively representing at least two thirds (2/3) of the Member Agencies, have 235 approved and signed agreements with Contractor substantially similar to this 236 one.237 C.Notice.If either Party wishes to assert that a condition for its benefit has not been 238 satisfied and has not been waived, it must deliver written notice to that effect to the 239 other party on or before the Effective Date. If no such notice is received, the 240 Agreement will become effective on the Effective Date.241 D.Good Faith. Each Party is obligated to perform in good faith the actions, if any, 242 which this Agreement requires it to perform before the Effective Date and to 243 cooperate towards the satisfaction of the conditions set forth above.244 245 Franchise Agreement for Collection Services with Recology San Mateo County Page 9 of 123 Model Agreement for Adaptation by Member Agencies ARTICLE 4246 SCOPE OF AGREEMENT247 4.01 SCOPE OF AGREEMENT248 A. Through this Agreement, Agency grants to Contractor an exclusive franchise, 249 except as provided in Section 4.01.B and in Section 4.02, to Collect the following 250 materials in the Service Area:251 1. Solid Waste generated at Residential Premises, Commercial Premises and 252 Agency Facilities; and,253 2. Source Separated Targeted Recyclable Materials and Source Separated 254 Organic Materials generated at Residential Premises.255 B. Through this Agreement, Agency grants to Contractor a non-exclusive right to 256 Collect the following materials in the Service Area:257 1. Source Separated Targeted Recyclable Materials and Source Separated 258 Organic Materials generated at Commercial Premises;259 2. Major Appliances and Specialty Recyclable or Reusable Materials generated at 260 Residential Premises; and, 261 3. Non-putrescible wastes placed in Drop Boxes.262 4.02 LIMITATIONS ON SCOPE263 Agency may permit the Collection, Recycling, or Disposal of any of the following 264 materials by Persons other than Contractor without seeking or securing any approval 265 from Contractor:266 A. Solid Waste, Targeted Recyclable Materials, and Organic Materials which are 267 transported personally by the Owner or Occupant of the Premises at which they are 268 generated (or by his or her employees) to a processing or Disposal facility; 269 B. Targeted Recyclable Materials and Organic Materials which are Source Separated 270 by the Generator and donated to youth, civic, or charitable organizations;271 C. Recyclable beverage containers delivered for Recycling under the California 272 Beverage Container Recycling Litter Reduction Act, Section 14500 et seq.273 California Public Resources Code;274 D. Animal waste and remains from slaughterhouse or butcher shops, grease waste, 275 and used cooking oil; 276 E. By-products of sewage treatment including sludge, sludge ash, grit, and screenings; 277 F. Hazardous Waste, Household Hazardous Waste, and Infectious Waste;278 G. Source Separated E-Scrap and Source Separated Universal Waste;279 H. Organic Materials composted at Residential and Commercial Premises;280 Franchise Agreement for Collection Services with Recology San Mateo County Page 10 of 123 Model Agreement for Adaptation by Member Agencies I. Materials generated by State facilities (including public schools), provided that the 281 Generator has arranged services with other Persons or has arranged services with 282 the Contractor through a separate agreement;283 J. The incidental removal of Solid Waste, Recyclable Materials, or Organic Materials284 when the primary service performed is either of the following:285 1. Landscaping, gardening, weed or refuse abatement, yard clean-up, or 286 grading of a lot; or,287 2. Construction, remodeling, or demolition of a building or structure.288 K. Solid Waste generated at Residential Premises collected by others on an 289 infrequent, unscheduled, "on-call" basis (other than On-Call Bulky Item Collection 290 Service scheduled by Customers per Section 5.05).291 4.03 GEOGRAPHIC LIMITS ON CONTRACTOR’S OPERATIONS292 Contractor was established specifically to perform services for some or all of the 293 SBWMA Member Agencies. The methodology established in this Agreement, and in 294 those agreements between Contractor and other Member Agencies, for adjusting 295 Contractor’s Compensation annually and allocating it among Member Agencies depends 296 on accurate financial and accounting records. For that reason, Contractor will limit its 297 operations to only SBWMA Member Agencies so that its annual financial reports will 298 contain only costs and revenues associated with service to those Member Agencies.299 Affiliates of Contractor may perform services for other communities in San Mateo County 300 so long as they do not use Contractor’s resources (equipment or labor) and so long as 301 costs associated with their operations are not included in Contractor’s financial 302 statements.303 304 Franchise Agreement for Collection Services with Recology San Mateo County Page 11 of 123 Model Agreement for Adaptation by Member Agencies ARTICLE 5305 COLLECTION SERVICES306 5.01 GENERAL307 A. The work to be performed and services to be provided by Contractor include the 308 furnishing of all labor, supervision, equipment, materials, supplies, and all other 309 items necessary to perform the work and provide the services described, at the 310 times and in the manner required by this Agreement. The enumeration of, and 311 specification of requirements for, particular items of labor, supervision, equipment,312 materials, or supplies shall not relieve Contractor of the duty to furnish all others, as 313 may be required, whether enumerated elsewhere in the Agreement or not.314 B. Contractor shall perform the work and provide the services pursuant to this 315 Agreement in a thorough and professional manner so that the residents and 316 businesses within the Agency are provided reliable, courteous, and high-quality 317 service at all times. The enumeration of, and specification of requirements for, 318 particular aspects of service quality shall not relieve Contractor of the duty of 319 accomplishing all other aspects in the manner provided in this Article, whether such 320 other aspects are enumerated elsewhere in the Agreement or not.321 C. Contractor acknowledges that the Agency is committed to diverting materials from 322 Disposal through the implementation of source reduction, donation, reuse, 323 Recycling, and composting programs and that the Agency may, at some time in the 324 future, implement, in accordance with Section 15.12, new programs that may impact 325 the overall quantity or composition of Solid Waste, Targeted Recyclable Materials, 326 and/or Organic Materials to be Collected by Contractor.327 5.02 SOLID WASTE COLLECTION328 A.Single-Family Dwelling (SFD)329 1. General. Contractor shall Collect Solid Waste from SFD once per week from 330 Contractor-provided Carts, and shall bill Customers for the service at Agency-331 approved Rates. Contractor shall provide extra Collection pick-ups of 332 Containers within one (1) Business Day of Customer’s request and shall bill 333 Customer at Agency-approved Charges specified in Attachment Q. 334 2. Collection Location. Contractor shall Collect Carts Curbside unless: (i) the 335 Occupant is provided a Special Handling Service exemption; or, (ii) the 336 Customer has requested Backyard Collection Service and has agreed to pay 337 for Backyard Collection Service at the Agency-approved Charge. Contractor 338 shall bill Customers with Backyard Collection Service at Agency-approved 339 Charges specified in Attachment Q. For Customers with Special Handling 340 Service and Backyard Collection Service, Contractor shall Collect Carts from 341 and return Carts to the alternative service location (such as the side yard or 342 backyard) specified by the Customer. Contractor shall make reasonable 343 accommodations with regard to provision and servicing of Containers (e.g., 344 Container size and type, placement of Containers for Collection, etc.) at no 345 Franchise Agreement for Collection Services with Recology San Mateo County Page 12 of 123 Model Agreement for Adaptation by Member Agencies additional cost to Customers who meet the Agency’s Special Handling Service 346 criteria.347 3. Informing Customer of Collection Location Options. Contractor will notify all 348 Residential Customers annually of the Special Handling Service and Backyard349 Collection Service options and submit, for approval, a draft notification to 350 Agency thirty (30) Days prior to the anticipated date of distribution to 351 Customers. New service recipients shall be notified upon signing up for 352 Collection service of the Special Handling Service and Backyard Collection 353 Service options.354 4. Special Handling Service Eligibility. Customers desiring Special Handling 355 Service will be required to submit an application, in a form approved by 356 Agency. Contractor shall review applications to determine whether the 357 Customer meets Agency’s eligibility criteria and shall provide a written 358 response within five (5) Business Days after receipt of the application. Unless 359 otherwise directed by Agency, Customers are eligible if they provide (i) 360 evidence of their “handicap status” by the California Department of Motor 361 Vehicles, or (ii) evidence that no Occupant of the Residential Premises is 362 physically able to place Carts Curbside for Collection. On an annual basis, 363 Contractor may request reverification of Special Handling Service eligibility 364 from Customer. 365 B.Multi-Family Dwellings366 1. General. Contractor shall Collect Solid Waste from Multi-Family Dwellings as 367 frequently as scheduled by Customer, but not less than once per week, and 368 shall bill Customers at Agency-approved Rates. Contractor shall provide extra 369 Collection pick-ups of Containers within one (1) Business Day of Customer’s 370 request and shall bill Customers at Agency-approved Charges specified in 371 Attachment Q. Customers must subscribe to a minimum service level of three 372 (3) times per week Collection in order to be eligible for Collection on Saturday 373 and/or Sunday. 374 2. Containers. Contractor shall allow Multi-Family Dwelling Customers to use 375 Carts or Bins for Solid Waste Collection that are shared by the Occupants of 376 the Premises. Contractor shall provide one (1) or more Cart(s) or Bin(s) to 377 such Customers as requested by Customer, provided that no less than ninety-378 six (96) gallons per week of Container capacity are provided for every five (5)379 dwelling units in the Multi-Family Residential Complex. 380 3. General Service Conditions. The standard Rates for Collection services 381 assume that Containers are accessible by Contractor’s vehicles and personnel. 382 If the Container is wheeled and is three (3) cubic yards or less in capacity and 383 is not a Compactor, the standard Rate includes Collection from the Container 384 located Curbside or in enclosures or on private or public property at a distance 385 less than or equal to fifty (50) feet of access by Contractor’s vehicle, provided 386 that access to the Container is paved and the slope is less than seven percent 387 (7%). The distance to the Container shall be measured in one of the following 388 ways depending on the conditions of the Premises: (i) from the face of the curb389 to the nearest edge of the Container, (ii) if there is no curb, from the edge of the 390 roadway nearest the nearest edge of the Container, or (iii) from the lifting 391 Franchise Agreement for Collection Services with Recology San Mateo County Page 13 of 123 Model Agreement for Adaptation by Member Agencies mechanism on the Collection vehicle if the vehicle can be driven on the 392 Premises.393 If the Container does not have wheels, or is greater than three (3) cubic yards 394 in capacity, or is a Compactor, the standard Rate includes Collection from a 395 location accessible by Contractor’s vehicle (regardless of the distance from the 396 curb or roadway), provided that access to the Container is paved and the slope 397 is less than seven percent (7%). A slope shall be deemed to be seven percent 398 (7%) or more if the slope measures 7% or more using a slope measurement 399 device.400 For each Container that does not meet the above accessibility requirements, 401 Contractor shall offer Long Distance Service or Container Relocation Service402 as described below for Containers that are eligible for such service. If the 403 Container is not eligible for such service, or the Customer notifies Contractor 404 that it does not want such service, then Contractor shall not be required to 405 Collect the Container unless it meets the above accessibility requirements. 406 4. Long Distance Service. For wheeled Containers that are more than fifty (50) 407 feet from the curb or edge of roadway (using the measurement method 408 described above), Contractor shall provide Long Distance Service. Long 409 Distance Service is an additional service Contractor shall provide that involves 410 Contractor’s route personal manually pushing, pulling, or otherwise moving the 411 Container more than fifty (50) feet to a serviceable location and returning the 412 Container to its storage location after Collection. The Long Distance Service is 413 a regularly scheduled service that is performed each day the Contractor 414 provides Collection service for the Container. Contractor shall charge the 415 Customer for Long Distance Service at Agency-approved Charge specified in 416 Attachment Q.417 5. Container Relocation Service. If a Container is located in an area that is not 418 serviceable by a regular Collection vehicle, Contractor shall provide Container 419 Relocation Services. Contractor shall charge the Customer for Container 420 Relocation Service at Agency-approved Charge specified in Attachment Q. 421 Conditions in which Container Relocation Services may be applicable include: 422 sloped access with slope greater than or equal to seven percent (7%); 423 subterranean areas that are inaccessible by a regular Collection vehicle; and 424 gravel areas.425 Container Relocation Service is an additional service provided by Contractor 426 that involves the Contractor dispatching a secondary vehicle and route 427 personnel to move the Container with the assistance of the vehicle from an 428 inaccessible storage location to a serviceable location. In such case, the 429 service also involves the return of the Container to its storage location, which 430 may be performed manually by route personnel of the regular Collection 431 vehicle or by using the secondary vehicle. The Container Relocation Service is 432 a regularly scheduled service that is performed each day the Contractor 433 provides Collection service for the Container. If Contractor provides Container 434 Relocation Service for a Container, it is not entitled to charge for Long Distance 435 Service. 436 6. Determination of Service Needs and Disputes. Whether the Customer receives 437 Long Distance Service or Container Relocation Service shall be determined by 438 Franchise Agreement for Collection Services with Recology San Mateo County Page 14 of 123 Model Agreement for Adaptation by Member Agencies Contractor in its reasonable discretion based on conditions at the Customer’s 439 site or the need to maintain safety or operational efficiency. In the event of a 440 dispute between Contractor and a Customer regarding the Long Distance 441 Service, Container Relocation Service, and/or the distance or degree of slope,442 Contractor shall provide email notification to Agency and Customer, and 443 Agency shall work with the Contractor and Customer to resolve the dispute. 444 Agency may independently measure the slope and/or distance. Agency shall 445 make the final determination of the service arrangements and whether any 446 Attachment Q Charges apply.447 7. Container Collection Location. Contractor shall give special consideration when 448 determining the Collection location for Multi-Family Residential complexes to 449 ensure that the flow of traffic is not impeded and that it does not result in 450 aesthetic degradation of an area. The designated Collection location, if 451 disputed by Customer or Contractor, shall be determined by the Agency. 452 Additionally, if, in the Agency’s opinion, the location of an existing Collection 453 location is inappropriate, Agency may require the Customer or Contractor to 454 relocate the Collection Containers.455 C.Commercial Premises456 1. General. Contractor shall Collect Solid Waste from Commercial Premises as 457 frequently as scheduled by the Customer, but not less than once per week, and 458 shall bill Customers for the service at Agency-approved Rates. Contractor 459 shall provide extra Collection pick-ups of Containers within one (1) Business 460 Day of Customer’s request and shall bill Customer at Agency-approved 461 Charges specified in Attachment Q. Customers must subscribe to a minimum 462 service level of three (3) times per week Collection in order to be eligible for 463 Collection on Saturday and/or Sunday.464 2. Container Service Requirements. Container service requirements described 465 for Multi-Family Premises in Sections 5.02.B.3 through 5.02.B.7 are applicable 466 for Commercial Premises.467 3. Service Methods. Specifically, the Contractor shall offer the following Collection 468 service methodologies to Commercial Customers:469 a. Individual Cart or Bin Service. Contractor shall allow each 470 Commercial Premises to use Carts, Bins, Compactors, or Drop 471 Boxes for Solid Waste Collection. 472 b. Centralized Cart or Bin Service. Contractor shall allow each 473 Commercial Premises to use Carts or Bins for Solid Waste Collection 474 that are shared by the Occupants of two (2) or more adjacent 475 Commercial Premises. In such case, Contractor shall provide one or 476 more Carts or Bins as requested by the Customer(s) provided that no 477 less than ninety-six (96) gallons of Container capacity is provided for 478 every four (4) Commercial Premises. 479 c. Drop Boxes and Compactors. Contractor shall allow a Customer to 480 use a Drop Box or Compactor for Solid Waste Collection to meet the 481 Customer’s Disposal needs. In such case, Contractor shall provide 482 Customer with a choice of Container capacities ranging from three483 (3) to forty (40) cubic yards (or similar sizes). Contractor shall allow 484 Franchise Agreement for Collection Services with Recology San Mateo County Page 15 of 123 Model Agreement for Adaptation by Member Agencies Customers to purchase or lease Compactors through an outside 485 vendor. Regular maintenance of Compactors shall be required by 486 Customer (or outside vendor) as frequently as needed to keep the 487 Compactors in good working order and functioning at high 488 compaction levels.489 D.Agency Facilities490 1. General. Contractor shall Collect Solid Waste from Agency Facilities as 491 frequently as scheduled by the Agency, but not less than once per week. 492 Agency must subscribe to a minimum service level of three (3) times per week 493 Collection in order to be eligible for Collection on Saturday and/or Sunday.494 2. Service Methods. Specifically, the Contractor shall offer the following Collection 495 service methodologies to Agency Facilities:496 a. Individual Cart or Bin Service. Contractor shall allow each Agency 497 Facility to use Carts, Bins, Compactors, or Drop Boxes for Solid 498 Waste Collection. 499 b. Centralized Cart or Bin Service. Contractor shall allow each Agency 500 Facility to use Carts or Bins for Solid Waste Collection that are 501 shared by the Occupants of two or more adjacent Agency Facilities. 502 In such case, Contractor shall provide one or more Carts or Bins as 503 requested by the Agency provided that no less than ninety-six (96)504 gallons of Container capacity is provided for every four (4) Agency 505 Facilities. 506 c. Drop Boxes and Compactors. Contractor shall allow Agency to use a 507 Drop Box or Compactor for Solid Waste Collection to meet the 508 Agency’s Disposal needs. In such case, Contractor shall provide 509 Agency with a choice of Container capacities ranging from three (3) 510 to forty (40) cubic yards (or similar sizes). Contractor shall allow 511 Agency to purchase or lease Compactors through an outside vendor. 512 Regular maintenance of Compactors shall be required by Agency (or 513 outside vendor) as frequently as needed to keep the Compactors in 514 good working order and functioning at high compaction levels.515 3. Solid Waste from Public Street, Parks, and Parking Lot Litter Receptacles.516 Contractor shall Collect Solid Waste from public litter receptacles located on 517 streets and in parking lots, and from public litter receptacles in parks that are 518 accessible for Curbside Collection. Contractor shall also Collect Solid Waste 519 that is contained in bags or boxes and placed adjacent to public litter 520 receptacles. These Collections will be made between one (1) and seven (7) 521 Days per week, as determined by Agency. Contractor is responsible for 522 notifying Agency if a public litter receptacle is inoperable within twenty-four (24) 523 hours of observing or being notified of the defect. A list of public litter 524 receptacles is included in Attachment B. Agency shall annually be allowed to 525 increase the number of public litter receptacles provided Collection service by 526 an additional five percent (5%) of the total number of receptacles in service as 527 of January 1 of each Rate Year after Rate Year Eleven (2021) without being 528 billed for such service. The maximum number of public litter receptacles that 529 Contractor will service without billing Agency shall increase by five percent 530 Franchise Agreement for Collection Services with Recology San Mateo County Page 16 of 123 Model Agreement for Adaptation by Member Agencies (5%) each Rate Year after Rate Year Eleven (2021), even if Agency does not 531 actually increase the number of receptacles by five percent (5%) in that Rate 532 Year.533 4. Scope of Service Requirements. Contractor shall provide the Agency with the 534 Collection services described above at the service locations, service levels, and535 frequencies identified in Attachment B. Contractor shall provide and maintain 536 Collection Containers for the Agency’s use, with the exception of public litter537 receptacles (or public Solid Waste receptacles) and public Targeted Recyclable 538 Materials receptacles, which shall be provided and maintained by the Agency. 539 Contractor shall offer the type and size of Collection Containers that Contractor 540 provides Commercial Customers pursuant to Section 5.02.C.541 5. Tonnage Allocation. Contractor may integrate Collection of Solid Waste, 542 Targeted Recyclable Materials, and Organic Materials from Agency Facilities 543 with other Collection services in the Service Area, provided that Contractor 544 attributes estimated Tonnage Collected from Agency Facilities separately from 545 other Customers upon the Agency’s request.546 6. No Billing for Service. Contractor shall not bill Agency for the services required 547 by this Section 5.02.D, including Long Distance Service, Container Relocation 548 Service, and lock/unlock service.549 5.03 TARGETED RECYCLABLE MATERIALS COLLECTION550 A.General. Contractor shall Collect Targeted Recyclable Materials from Customers551 that have Source Separated the Targeted Recyclable Materials from Solid Waste 552 and placed these materials in the Customer’s Recyclable Materials Collection 553 Container for Collection by Contractor.554 In accordance with Section 15.12, the Agency may direct that Contractor modify its 555 scope of service to include Collection of additional types of Recyclable Materials 556 beyond those materials defined as Targeted Recyclable Materials in Attachment A.557 If the Agency directs Collection of additional Recyclable Materials, such Recyclable 558 Materials shall thereafter be considered Targeted Recyclable Materials and 559 Contractor shall not receive additional Contractor’s Compensation for Collection 560 service if the Targeted Recyclable Materials are placed by Generator in the 561 Recyclable Materials Container unless Contractor can demonstrate that Collection 562 of the additional material(s) requires modification to Collection routes to 563 accommodate the additional volume of the material(s).564 B.Single-Family Dwellings565 1. General. Once per week, Contractor shall Collect Single-Stream Targeted566 Recyclable Materials from SFD. Contractor shall provide each SFD Customer567 with one (1) Cart for Single-Stream Targeted Recyclable Materials. Contractor 568 shall provide each Customer with a sixty-four (64) gallon Cart specified in 569 Attachment D, unless Customer requests an alternative Cart specified in 570 Attachment D. Customers can request additional Targeted Recyclable 571 Materials Carts from Contractor for regular weekly Collection service, and572 Contractor shall bill Customers at Agency-approved Charges specified in 573 Attachment Q.574 Franchise Agreement for Collection Services with Recology San Mateo County Page 17 of 123 Model Agreement for Adaptation by Member Agencies 2. Collection Location. For SFD Recyclable Materials Cart Collection, Contractor 575 shall comply with the same Collection provisions specified for Solid Waste Cart 576 Collection pursuant to Sections 5.02.A.2, 5.02.A.3, and 5.02.A.4. 577 3. Used Motor Oil and Used Motor Oil Filters. Contractor shall Collect Used 578 Motor Oil and Used Motor Oil Filters placed at the Collection location by 579 Customer for Collection in Contractor-provided or Contractor-approved 580 Containers. Contractor shall not be required to Collect more than five (5)581 gallons of Used Motor Oil per Customer per Collection. Contractor shall 582 provide up to five (5) one-gallon translucent plastic Used Oil jugs with screw-583 on tops for Used Motor Oil Collection and up to five (5) six (6) mil plastic zip-584 close type bags for Used Motor Oil Filter Collection to SFD Customers, upon 585 Customer’s request, within five (5) Business Days of such request, at no 586 additional cost to Customer. Information in English and Spanish, regarding the 587 Used Motor Oil and Used Motor Oil Filter Collection program and instructions 588 for the use and set out of these materials shall be provided with the Used 589 Motor Oil jugs and Used Motor Oil Filter bags. Diversion of Used Motor Oil 590 shall be calculated with a conversion factor of one (1) gallon of Used Motor Oil591 equaling seven (7) pounds.592 4. Household Batteries and Cell Phones. Contractor shall Collect from SFD 593 Premises Household Batteries and Cell Phones placed on top of the 594 Recyclable Materials Cart in Contractor-provided or Customer-provided clear 595 zip-close or tie-close plastic bags clearly marked “Used Batteries and Cell 596 Phones.” Contractor shall empty the bag at the point of Collection and leave it 597 to be reused by the Customer by placing it inside the Cart handle. Customers598 will be notified to place all Household Batteries in a clear zip-close plastic bag; 599 tape the contacts of button cell batteries; and wrap Cell Phones in paper (for 600 protection) prior to placing in the plastic bag. While Customers will be 601 encouraged to follow the participation parameters, Contractor shall be required 602 to Collect if Customers do not follow these instructions.603 5. Collection Day. Contractor shall Collect Targeted Recyclable Materials, Used 604 Motor Oil, Used Motor Oil Filters, Household Batteries, and Cell Phones from 605 SFD on the same day that Solid Waste Collection is provided.606 C.Multi-Family Residential Premises607 1. General. Multi-Family Dwelling Customers that subscribe to Solid Waste 608 Collection service shall be entitled to Single-Stream Targeted Recyclable 609 Materials Collection at no additional charge, and Contractor shall provide the 610 level of service required by Multi-Family Dwelling Customers requesting 611 Recyclable Materials Collection services. Contractor shall provide each Multi-612 Family Dwelling Customer with Containers for Single-Stream Targeted613 Recyclable Materials Collection. At a minimum, Contractor shall provide twenty 614 (20) gallons per week of Container capacity for Single-Stream Targeted615 Recyclable Materials Collection for every Multi-Family Dwelling at the 616 Premises. Contractor shall provide each Customer with Carts or Bins as 617 specified in Attachment D, as requested by the Customer.618 Contractor shall Collect Single-Stream Targeted Recyclable Materials 619 Generated at Multi-Family Residential Complexes at least once per week or 620 more frequently, up to six (6) times per week, as scheduled by the Customer 621 Franchise Agreement for Collection Services with Recology San Mateo County Page 18 of 123 Model Agreement for Adaptation by Member Agencies provided that the Generator has Source Separated the Targeted Recyclable 622 Materials from Solid Waste and placed the materials in the appropriate 623 Contractor-provided Container. Contractor shall Collect Single-Steam 624 Targeted Recyclable Materials at the designated location agreed upon by 625 Contractor and Multi-Family Dwelling Customer. The designated Collection 626 location, if disputed by Customer or Contractor, shall be determined by the 627 Agency. Carts and Bins may be shared by the Occupants of the Multi-Family 628 Residential Complexes. Contractor shall provide extra Carts for use in the 629 mail, utility, or similar room of Multi-Family Residential Complexes if requested 630 by the Customer.631 2. Personal Recycling Tote-Bag Distribution.Upon receipt of a request for 632 Recycling Tote-Bags from a Multi-Family Dwelling Customer or Occupant,633 Agency, or SBWMA, Contractor shall: (i) deliver the Recycling Tote-Bags within 634 five (5) Business Days to the property Owner, property manager, or Occupant 635 who requested the Recycling Tote-Bags; (ii) prior to complying with (i), contact 636 the property Owner or property manager directly by phone or in person to 637 determine if additional Recycling Tote-Bags are needed and/or if they are 638 interested in a site assessment of the property; (iii) upon request for a site 639 assessment, ensure that a site assessment is done per the requirements set 640 forth in Section 7.05. Contractor shall provide notification to Agency and641 SBWMA of the Day which the Tote Bags were delivered and to whom they 642 were delivered with submittal of Contractor’s monthly reports per Section 9.05.643 Contractor’s monthly reports shall also include an inventory of Recycling Tote-644 Bags in stock.645 3. Household Battery and Cell Phone Collection646 a. Multi-Family Residential Complexes with individual Recycling Carts 647 for each dwelling unit.Contractor shall Collect Household Batteries 648 and Cell Phones placed on top of the Recyclable Materials Cart in 649 Contractor-provided or Customer-provided clear zip-close or tie-close 650 plastic bags clearly marked “Used Batteries and Cell Phones.” 651 Customers will be notified to place all Household Batteries in a clear 652 zip-close plastic bag; tape the contacts of button cell batteries; and 653 wrap cell phones in paper (for protection) prior to placing in the 654 plastic bag. While Customers will be encouraged to follow the 655 participation parameters, Contractor shall be required to Collect the 656 Household Batteries and Cell Phones if Customers do not follow 657 these instructions.658 b. Multi-Family Residential Complexes with Individual, Shared, or 659 Centrally-stored Recycling Carts or Bins. Contractor shall provide 660 one (1) or more centrally located Containers for the accumulation of 661 Household Batteries and Cell Phones. The number and location of 662 the Containers and the frequency of Collection shall be mutually 663 agreed to between the Contractor and the Owner or manager of the 664 complex. In the event the Owner or property manager requests that 665 the materials be Collected on an on-call basis, Contractor shall 666 provide that service at no additional cost.667 Franchise Agreement for Collection Services with Recology San Mateo County Page 19 of 123 Model Agreement for Adaptation by Member Agencies 4. Container Service Requirements. Container service requirements described 668 for Multi-Family Solid Waste Collection in Sections 5.02.B.3 through 5.02.B.7669 are applicable for Collection of Targeted Recyclable Materials from Multi-670 Family Premises.671 D.Commercial Premises672 1. General. Commercial Customers that subscribe to Solid Waste Collection 673 service shall be entitled to Collection of Targeted Recyclable Materials at no 674 additional charge, and Contractor shall provide the level of service required by 675 Commercial Customers requesting Recyclable Materials Collection services. 676 The level of service Contractor shall provide includes: Single-Stream Targeted677 Recyclable Materials Collection or Source Separated Collection of cardboard, 678 mixed paper, food and recyclable beverage containers, or other Targeted679 Recyclable Materials in a manner that best suits the needs of the Commercial 680 Customer. 681 Contractor shall Collect Single-Steam Targeted Recyclable Materials or other 682 Source Separated Recyclable Materials Generated at Commercial Premises at 683 least once per week or more frequently, up to seven (7) times per week, as 684 scheduled by the Customer provided that the Generator has Source Separated 685 the Targeted Recyclable Materials from Solid Waste and placed the materials in 686 the appropriate Contractor-provided Container. Contractor shall Collect 687 Targeted Recyclable Materials at the designated location agreed upon by688 Contractor and Customer. The designated Collection location, if disputed by 689 Customer or Contractor, shall be determined by the Agency.690 2. Service Methods. Contractor shall allow Commercial Customers to select a 691 Collection service method that best suits the needs of its Premises. Specifically, 692 the Contractor shall offer the following choices to Commercial Customers:693 a. Cart service. Contractor shall allow Commercial Customers to use Carts 694 for Targeted Recyclable Materials Collection. 695 b. Bin service. Contractor shall allow Commercial Customers to use Bins for 696 Targeted Recyclable Materials Collection. 697 c. Shared Cart or Bin service. Contractor shall allow Commercial Customers 698 to use Carts or Bins for Targeted Recyclable Materials Collection that are 699 shared by the Occupants of two (2) or more Commercial Premises. In such 700 case, Contractor shall provide one (1) or more Carts or Bins to such 701 Premises as requested by Customer(s).702 d. Drop Boxes and Compactors. Contractor shall allow Commercial 703 Customers to use Drop Boxes or Compactors for Targeted Recyclable 704 Materials. Contractor shall allow Customers to purchase or lease 705 Compactors through an outside vendor. Regular maintenance of 706 Compactors shall be required by Customer (or outside vendor) as 707 frequently as needed to keep the Compactors in good working order and 708 functioning at high compaction levels.709 3. Container Service Requirements. Container service requirements described for 710 Multi-Family Solid Waste Collection in Sections 5.02.B.3 through 5.02.B.7 are 711 Franchise Agreement for Collection Services with Recology San Mateo County Page 20 of 123 Model Agreement for Adaptation by Member Agencies applicable for Collection of Targeted Recyclable Materials from Commercial 712 Premises.713 E.Agency Facilities714 1. General. Agency Facilities that subscribe to Solid Waste Collection service shall 715 be entitled to Collection of Targeted Recyclable Materials, and Contractor shall 716 provide the level of service required by Agency Facilities requesting Targeted717 Recyclable Materials Collection services and shall not bill Agency for such 718 services. The level of service Contractor shall provide includes: Single-Stream 719 Targeted Recyclable Materials Collection or Source Separated Collection of 720 cardboard, mixed paper, food and recyclable beverage containers, or other 721 Targeted Recyclable Materials in a manner that best suits the needs of the 722 Agency Facility.723 Contractor shall Collect Single-Steam Targeted Recyclable Materials or other 724 Source Separated Targeted Recyclable Materials Generated at Agency725 Premises at least once per week or more frequently, up to seven (7) times per 726 week, as scheduled by the Agency provided that the Generator has Source 727 Separated the Targeted Recyclable Materials from Solid Waste and placed the 728 materials in the appropriate Contractor-provided Container. Contractor shall 729 Collect Targeted Recyclable Materials at the designated location agreed upon 730 by Contractor and Agency.731 2. Service Methods.Contractor shall allow Agency Facilities to select a Collection 732 service method that best suits the needs of its Premises. Specifically, the 733 Contractor shall offer the following choices to Member Agency Facilities:734 a. Cart service. Contractor shall allow Agency Facilities to use Carts for 735 Targeted Recyclable Materials Collection. Contractor shall provide each 736 Customer with a choice of one (1) or more Carts as specified in Attachment 737 D.738 b. Bin service. Contractor shall allow Agency Facilities to use Bins for 739 Targeted Recyclable Materials Collection. Contractor shall provide each 740 Agency with a choice of one (1) or more Bins for each Agency Facility.741 c. Centralized Cart or Bin service. Contractor shall allow Agency Facilities to 742 use Carts or Bins for Targeted Recyclable Materials Collection that are 743 shared by the Occupants of two (2) or more adjacent Agency Facilities. In 744 such case, Contractor shall provide one (1) or more Carts or Bins to such 745 Premises as requested by Agency.746 d. Drop Boxes and Compactors. Contractor shall allow Agency Facilities to 747 use Drop Boxes or Compactors for the Collection of Targeted Recyclable 748 Materials. Contractor shall allow Agency to purchase or lease Compactors 749 through an outside vendor. Regular maintenance of Compactors shall be 750 required by Agency (or outside vendor) as frequently as needed to keep the 751 Compactors in good working order and functioning at high compaction 752 levels.753 3. Public Recycling Receptacles. Contractor shall Collect Recyclable Materials 754 from public Recycling receptacles located on streets and parking lots, and from 755 public Recycling receptacles in parks that are accessible for Curbside 756 Franchise Agreement for Collection Services with Recology San Mateo County Page 21 of 123 Model Agreement for Adaptation by Member Agencies Collection. Contractor shall also Collect Recyclable Materials that are contained 757 in bags or boxes and placed adjacent to public Recycling receptacles. These 758 Collections will be made between one (1) and seven (7) Days per week, as 759 determined by Agency. If Contractor concludes upon visual inspection that the 760 Recyclables placed in (or adjacent to) the public Recyclables receptacles have a 761 Contamination Level greater than that which is acceptable at the MRF, 762 Contractor shall Collect the materials as Solid Waste. Contractor is responsible 763 for notifying Agency if a public Recycling receptacle is inoperable within twenty-764 four (24) hours of observing or being notified of the defect. A list of public 765 Recycling receptacles is included in Attachment B. If persistent contamination 766 occurs in public Recycling receptacles then, at Contractor’s request, appropriate 767 Agency staff shall meet with Contractor to discuss ways to address the problem.768 Contractor shall not bill Agency for the services described in this paragraph.769 5.04 ORGANIC MATERIALS COLLECTION770 A.Single-Family Dwelling.Contractor shall Collect Source Separated Organic771 Materials from SFD once per week. Collection of Organic Materials, Targeted 772 Recyclable Materials, and Solid Waste from the SFD shall occur on the same Day 773 each week. Contractor shall provide each Customer with one (1) Cart to be used 774 for storage and Collection of Organic Materials. Customers may request additional 775 Organic Materials Carts from Contractor for regular weekly Collection service, and 776 Contractor shall bill Customer at Agency-approved Charges specified in Attachment 777 Q. The Contractor shall provide Customers with a ninety-six (96) gallon Cart as 778 specified in Attachment D, unless the Customer requests an alternative Cart size, in 779 which case, the Contractor shall provide an alternative Cart as specified in 780 Attachment D.781 For SFD Organic Materials Cart Collection, Contractor shall comply with the same 782 Collection provisions specified for Solid Waste Cart Collection pursuant to Sections 783 5.02.A.2, 5.02.A.3, and 5.02.A.4. 784 During the Term, Contractor shall provide, within five (5) Business Days of request 785 by Occupant, Kitchen Pails to new SFD Customers and to SFD Customers whose 786 Kitchen Pail is lost, stolen, damaged, or destroyed (such replacement shall be 787 limited to one (1) per year per Customer at no additional cost). Residents will be 788 discouraged from placing Kitchen Pail Curbside for Collection and will be instructed 789 to deposit the contents of the Kitchen Pail into the Organic Materials Cart.790 B.Multi-Family Premises. Multi-Family Dwelling Customers shall have the option of 791 voluntarily subscribing to Organic Materials or Plant Materials Collection services,792 Contractor shall bill Customers for such service at Agency-approved Rates. 793 Contractor shall Collect Source Separated Organic Materials or Plant Materials from 794 Multi-Family Residential Complexes that have subscribed to Organic Materials or 795 Plant Materials Collection service as frequently as scheduled by Customer, but not 796 less than once per week. Contractor shall provide each Customer with a choice of 797 Carts or Bins as specified in Attachment D. Contractor shall Collect Organic 798 Materials and Plant Materials at the location agreed upon by Contractor and 799 Customer. The designated Collection location, if disputed by Customer or 800 Contractor, shall be determined by the Agency.801 Franchise Agreement for Collection Services with Recology San Mateo County Page 22 of 123 Model Agreement for Adaptation by Member Agencies Container service requirements described for Multi-Family Solid Waste Collection in 802 Sections 5.02.B.3 through 5.02.B.7 are applicable for Collection of Organic 803 Materials or Plant Materials from Multi-Family Premises.804 C.Commercial Premises. Commercial Customers shall have the option of voluntarily 805 subscribing to Organic Materials or Plant Materials Collection services, and 806 Contractor shall bill Customers for such service at Agency-approved Rates. 807 Contractor shall provide Organic Materials or Plant Materials Collection service to 808 any and all Customers requesting service. Contractor shall Collect Organic 809 Materials or Plant Materials from Commercial Premises that have subscribed to 810 Organic Materials or Plant Materials Collection service as frequently as scheduled 811 by Customer, but not less than once per week. 812 Contractor shall allow Commercial Customers to select a Collection service method 813 that best suits the needs of its Premises. Specifically, the Contractor shall offer to 814 Commercial Organic Materials or Plant Materials Customers the Containers and 815 service choices that are offered for Commercial Solid Waste Collection pursuant to 816 Section 5.02.C.817 Container service requirements described for Multi-Family Solid Waste Collection in 818 Sections 5.02.B.3 through 5.02.B.7 are applicable for Collection of Organic 819 Materials or Plant Materials from Commercial Premises.820 D.Agency Facilities. Agency Facilities shall have the option of voluntarily subscribing 821 to Organic Materials or Plant Materials Collection services. Contractor shall not bill 822 Agency for such services.823 Contractor shall provide Organic Materials or Plant Materials Collection service to 824 Agency Facilities requesting service. Contractor shall Collect Organic Materials or 825 Plant Materials from Agency Facilities that have subscribed to Organic Materials or 826 Plant Materials Collection service as frequently as scheduled by Agency, but not 827 less than once per week.828 Contractor shall allow Agency to select a Collection service method that best suits 829 the needs of its Facilities. Specifically, the Contractor shall offer to Agency Facilities 830 the service choices that are offered for Solid Waste Collection from Agency 831 Facilities pursuant to Section 5.02.D.832 E.Holiday Tree Collection. Contractor shall annually Collect Holiday Trees from 833 Residential Premises from January 2 through January 31. Contractor shall provide834 this service on the regularly scheduled Organic Materials Collection Day.835 Contractor will be required to Collect trees or pieces of trees, which are eight feet 836 (8’) or less in length, void of tinsel, lights, ornaments, other decorations, and metal 837 or plastic stands (although flocked trees are acceptable), and are placed adjacent to 838 an Organic Materials Cart. Contractor shall make accommodations and provide839 Collection service for Customers who are unable to cut trees into lengths of eight 840 feet (8’) or less at no additional cost to the Customer and shall not bill Agency for 841 such services. After January 31, Contractor will be required to Collect trees placed 842 inside an Organic Materials Cart. These Collection parameters apply to both Special 843 Handling and Backyard Collection Service.844 Contractor shall deliver a Bin or Drop Box for Holiday Tree Collection to Multi-845 Family Residential Complexes upon request of the Owner or property manager.846 Contractor shall provide this Collection service annually commencing January 2 and 847 Franchise Agreement for Collection Services with Recology San Mateo County Page 23 of 123 Model Agreement for Adaptation by Member Agencies shall continue to provide this service as long as requests are submitted to 848 Contractor, at no additional cost to Customer(s) and shall not bill Agency for such 849 services. The location for delivery of the Bin or Drop Box shall be agreed upon by 850 the Owner or property manager, and Contractor shall remove the Bin or Drop Box, 851 or Collect the trees loose, on the date requested by the Owner or property manager.852 If the use of a Bin or Drop Box is not feasible, Contractor shall Collect the853 uncontainerized Holiday Trees from one (1) or more designated consolidation 854 locations (e.g., adjacent to a Solid Waste enclosure) at each Multi-Family 855 Residential Complex as determined by the Owner or property manager. Contractor 856 shall be required to Collect all trees or pieces of trees, which are eight feet (8’) or 857 less in length, void of tinsel, lights, ornaments, other decorations, and metal or 858 plastic stands (although flocked trees are acceptable) and are placed in the Bin or 859 Drop Box or at the agreed upon location. Contractor shall make accommodations 860 and provide Collection service for Customers who are unable to cut trees into 861 lengths of eight feet (8’) or less at no additional cost to the Customer and shall not 862 bill Agency for such services.863 Prior to December of each year, Contractor shall notify all Multi-Family Dwelling864 Customers of this program and explain the limitations to the program, the dates of 865 service, and any materials preparation or participation requirements, including the 866 option to order a Bin or Drop Box, or Collect the trees loose from designated 867 Collection locations. To encourage participation in this program, Contractor shall 868 not charge Customers an additional fee for this service.869 5.05 RESIDENTIAL ON-CALL BULKY ITEM COLLECTION SERVICE870 A.SFD General. Contractor shall provide two (2) separate On-Call Curbside Bulky 871 Item Collection Service events to each Single-Family Dwelling Residential Premise 872 annually upon Owner’s or Occupant’s request at no cost to the Customer. Customer 873 may request additional Bulky Item Collection service events; and, Contractor shall 874 bill for the additional service at Agency-approved Charges in Attachment Q. 875 Contractor shall schedule the On-Call Bulky Item Collection Service events on the 876 regularly scheduled Solid Waste Collection Day for Single-Family Dwellings, no 877 more than ten (10) Business Days after the Owner’s or Occupant’s request subject 878 to the conditions specified in Section 5.05.H.879 B.MFD General. Contractor shall provide two (2) separate On-Call Curbside Bulky 880 Item Collection Service events to each Multi-Family Residential Complex annually 881 upon Owner’s or property manager’s request at no cost to the Owner or property 882 manager. Owner or property manager may request additional Bulky Item Collection 883 service events; and, Contractor shall bill for the additional service at Agency-884 approved Charges specified in Attachment Q. Contractor shall schedule On-Call 885 Curbside Bulky Item Collection Service events no more than ten (10) Business 886 Days after the Multi-Family Residential Complex Owner’s or property manager’s 887 request subject to the conditions specified in Section 5.05.H. Contractor will be 888 required to accommodate the Multi-Family Residential Complex’s on-site 889 constraints to ensure convenient and safe collection events in an effort to maximize 890 diversion and minimize environmental impacts.891 Franchise Agreement for Collection Services with Recology San Mateo County Page 24 of 123 Model Agreement for Adaptation by Member Agencies Contractor shall assist Owners and property managers of Multi-Family Residential 892 Complexes with scheduling events to effectively and efficiently provide the volume 893 of Collection service to which the complex is entitled annually based on the number 894 of Residential Premises at the complex. The provision of On-Call Collection of Bulky 895 Items is not intended to encourage or permit Multi-Family Residential Premises to 896 reduce the level of regularly scheduled Solid Waste Collection service that has been 897 previously provided to the complex. If Contractor, in its reasonable business 898 judgment, concludes that an Owner or property manager of a Multi-Family 899 Residential Complex is requesting On-Call Bulky Item Collection in order to reduce 900 its historical level of regular Solid Waste Collection service, Contractor may present 901 a factual report to Agency in support of an application to decline further requests for 902 On-Call Bulky Item Collection events at that complex for the remainder of the 903 calendar year. Within thirty (30) Days, Agency will review the application and report 904 and determine whether Contractor may decline all subsequent requests from that905 complex for that calendar year or may limit the number of On-Call Bulky Item 906 Collection events it must provide. Until Agency makes, and notifies Contractor of, 907 its determination, Contractor is not required to provide additional On-Call Bulky Item 908 Collection service events to the complex in question.909 C.Scheduling of Events. Contractor shall allow the scheduling of On-Call Bulky Item 910 Collection Service events from February 1 through December 31 of each Rate Year.911 Contractor may provide additional On-Call Bulky Item Collection Service events for 912 a Customer beyond two (2) per Rate Year, and shall bill Customers for additional 913 service at Agency-approved Charges specified in Attachment Q. Contractor is 914 required to notify Customer if they have already received the annually allocated two 915 (2) Collection events within one (1) Business Day of Customer request. If Contractor 916 fails to notify Customer that they have received the annually allocated two (2) 917 Collection events, Contractor shall provide the service and is not entitled to 918 additional Contractor’s Compensation from Customer or Agency for a third or 919 subsequent On-Call Bulky Item Collection Service event.920 D.Accepted Materials. Residential Premises may place Solid Waste, Recyclable 921 Materials, and/or Organic Materials for Collection with the following allowances:922 1. Solid Waste, Targeted Recyclable Materials, Organic Materials – Up to two (2) 923 cubic yards of materials per event, provided that such materials, except as set 924 forth below have been bagged, boxed, bundled, or containerized by the 925 Customer.926 2. The Customer may place up to three (3) large items from the categories below: 927 a. Major Appliances – One (1) large appliance per event (e.g., washing 928 machine, clothes dryer, refrigerator, freezer).929 b. Bulky Items – One (1) large Bulky Item per event (e.g., reusable furniture, 930 mattresses, four tires).931 c. E-Scrap – One (1) item per event (e.g., a computer, computer monitor, or 932 television).933 Contractor shall reject: liquids or sludge; dirt, rock, concrete or asphalt; materials 934 which exceed five (5) feet in length; commercial-sized refrigerators or freezers; 935 Construction and Demolition Debris; Hazardous Waste; or Infectious Waste. 936 Franchise Agreement for Collection Services with Recology San Mateo County Page 25 of 123 Model Agreement for Adaptation by Member Agencies Contractor may reject any individual item that weighs more than two-hundred (200)937 pounds (excluding Major Appliances) unless Customer has paid, or has agreed in 938 advance to pay, an additional fee for service at Agency-approved Charges specified 939 in Attachment Q. Contractor may reject un-containerized Discarded Materials with 940 the exception of Major Appliances, Bulky Items, E-Scrap, and large pieces of 941 Organic Material such as tree limbs and dimensional lumber.942 E.Recycling and Reuse.Contractor shall Collect materials in a manner that 943 maximizes reuse, Recycling, composting, and diversion of materials from Disposal.944 Contractor shall make reasonable efforts to ensure that diversion goals are met or 945 exceeded. Disposal of materials shall be the Contractor’s last option. At a 946 minimum, Contractor shall divert from Disposal: cardboard, E-Scrap, useable 947 furniture, Major Appliances, mattresses, Organic Materials, wood waste, and other 948 reusable or Recyclable Materials.949 F.Handling Major Appliances. Major Appliances, Universal Waste, and E-Scrap950 shall be reused, Recycled, or Disposed by Contractor in accordance with 951 requirements of Applicable Law. Any changes to such regulations made after 952 January 1, 2011 shall be addressed as though they are a Change in Law in 953 accordance with Section 11.05.954 G.Collection and Processing Methods.All materials that can be handled by the 955 SFD Single-Stream Recycling, Organic Materials, or Solid Waste route Collection 956 vehicle would be assigned to one of these vehicles for Collection, with the goal of 957 maximizing diversion. All Collection of Bulky Items will be assigned for Collection by 958 a Collection vehicle, and the driver will segregate items Collected according to their 959 suitability for: (1) reuse or Recycling, and (2) Disposal, prior to their transport to 960 Shoreway Recycling and Disposal Center for processing. Any remaining items will 961 be Collected by a dispatched Collection vehicle. Contractor shall utilize these 962 procedures and vehicles in a manner that provides the maximum diversion of the 963 material Collected from the On-Call Bulky Item Collection Service event.964 H.Maximum Number of Daily Events. Contractor shall schedule up to a maximum 965 of one hundred fifty (150) On-Call Curbside Bulky Item Collection Service events 966 per service day for the SBWMA Service Area (“daily limit”). The maximum number 967 of daily events includes On-Call Bulky Item Collection Service events provided to 968 both Single-Family and Multi-Family Residential Complexes, and those events 969 provided at no charge and events paid for by the Customer, Owner, or property 970 manager. Contractor shall schedule On-Call Curbside Bulky Item Collection Service 971 events no more than ten (10) Business Days after the Owner’s or Occupant’s 972 request up to the maximum number of daily events. Upon reaching the maximum 973 number of daily events, requested On-Call Curbside Bulky Item Collection Service 974 event shall be scheduled on the next available regularly scheduled Solid Waste 975 Collection Day. 976 SBWMA may adopt an allocation system for On-Call Bulky Item Collection Service 977 events, in order to allocate the “daily limit” for such events among Member 978 Agencies. If adopted, Contractor shall comply with the allocation system. 979 The Agency agrees not to assess Liquidated Damages if Contractor does not meet 980 the ten (10) Business Day requirement if the delay has resulted from (i) the volume 981 of On-Call Bulky Item Collection events being in excess of the “daily limit” for the 982 Franchise Agreement for Collection Services with Recology San Mateo County Page 26 of 123 Model Agreement for Adaptation by Member Agencies SBWMA Service Area or Agency, or (ii) the Customer’s request to schedule the 983 event on a date more than ten (10) Business Days in the future.984 Contractor shall notify the SBWMA and Agency when the daily average number of 985 events reaches one hundred and forty (140) events, where the daily average is 986 calculated on a weekly basis. When this threshold occurs, Parties shall meet and 987 confer to agree on a strategy for handling the volume of Bulky Item Collection 988 Service events.989 5.06 AGENCY FACILITY ON-CALL BULKY ITEM COLLECTION SERVICE990 Contractor shall provide each Agency Facility with one annual On-Call Bulky Item 991 Collection service event and shall not bill Agency for such services. Agency may request 992 additional Bulky Item Collection service events; and, Contractor shall bill for the 993 additional service at Agency-approved Charges specified in Attachment Q. The On-Call 994 Bulky Item Collection Service provisions set forth in Section 5.05 shall apply to the On-995 Call Bulky Item Collection Service provided to Agency Facilities with the following 996 exceptions for frequency and service level/acceptable materials.997 A.Frequency of Service998 Contractor shall provide this service to each Agency Facility annually.999 B.Service Level/Accepted Materials1000 Agency Facilities may place for Collection, Solid Waste, Recyclable Materials, 1001 and/or Organic Materials with the following allowances:1002 1. Solid Waste – Contractor shall provide a six (6) cubic yard or smaller Bin upon 1003 request.1004 2. Recyclable Materials, Organic Materials – Up to two (2) cubic yards of1005 materials per event, provided that such materials, except as set forth below1006 have been bagged, boxed, bundled, or containerized by the Customer.1007 3. The Agency may place up to three (3) large items from the categories below: 1008 a. Major Appliances – One (1) large appliance per event (e.g., washing 1009 machine, clothes dryer, refrigerator, freezer).1010 b. Bulky Items – One (1) large Bulky Item per event (e.g., reusable furniture, 1011 mattresses, four tires).1012 c. E-Scrap – One (1) item per event (e.g., a computer, computer monitor, or 1013 television).1014 Contractor shall reject: liquids or sludge; dirt, rock, concrete, or asphalt; materials 1015 which exceed five (5) feet in length; commercial-sized refrigerators or freezers; 1016 Construction and Demolition Debris; Hazardous Waste; or, Infectious Waste. 1017 Contractor may reject any individual item that weighs more than two-hundred (200) 1018 pounds (excluding Major Appliances) unless Customer has paid, or has agreed in 1019 advance to pay an additional fee for service at Agency-approved Charges specified 1020 in Attachment Q, and Contractor may reject un-containerized Discarded Materials 1021 with the exception of Major Appliances, Bulky Items, E-Scrap, and large pieces of 1022 Organic Material such as tree limbs and dimensional lumber.1023 Franchise Agreement for Collection Services with Recology San Mateo County Page 27 of 123 Model Agreement for Adaptation by Member Agencies 5.07 CONFIDENTIAL DOCUMENT DESTRUCTION SERVICE EVENT1024 The SBWMA will take the lead in scheduling one confidential document destruction 1025 service event for each Member Agency annually at no additional cost to Agency or 1026 Customers. The SBWMA will hire and pay for a third party document destruction service 1027 provider to service the event. The document destruction service provider shall provide 1028 adequate equipment and staffing necessary for the event and shall ensure full 1029 destruction of confidential documents and other materials delivered by Customers to the 1030 site of the event. Contractor shall reimburse the SBWMA for the cost of one confidential 1031 document destruction event per Member Agency per year, up to maximum of one 1032 thousand two hundred dollars ($1,200.00) per event, but otherwise shall have no 1033 involvement with the event. The cost reimbursement amount shall be adjusted annually 1034 commencing with Rate Year Twelve (2022) by one hundred percent (100%) of the 1035 Annual Index Change in CPI-U, as defined in Attachment K.1036 5.08 COLLECTION FOR LARGE VENUES AND COMMUNITY EVENTS1037 Contractor shall provide Collection services, upon request, to any Venue and 1038 Community Event within Service Area. Specifically, Contractor shall provide, at a 1039 minimum, Solid Waste and Targeted Recyclable Materials Collection services, and shall 1040 also provide Organic Materials Collection services if one (1) cubic yard or more of 1041 Organic Material is generated per day at the Venue or Community Event. Contractor 1042 shall provide Collection as frequently as requested by the Agency or the Community 1043 Event organizer. Contractor shall provide an adequate number and type of Collection 1044 Container(s) for the Venue or Community Event and shall coordinate its Collection 1045 services with Agency or Community Event organizer. Containers shall be appropriately 1046 labeled to collect Solid Waste, Recyclable Materials, or Organic Material, per the 1047 requirements specified by the SBWMA. Upon request of the Agency or the Community 1048 Event organizer, Contractor shall provide an adequate number of its employee(s) for1049 each Community Event to ensure all Solid Waste, Recyclable Materials, and Organic1050 Materials Collection locations (i.e., Containers that are placed on-site for use by event 1051 patrons) are kept clean and uncontaminated; to empty or exchange Containers as the 1052 need arises; and to respond to overages or spills. 1053 Within ten (10) Business Days of Contractor receiving a request to supply an Community 1054 Event with Solid Waste, Targeted Recyclable Materials, and Organic Materials1055 Collection services, the Contractor will either meet with or schedule a meeting with the 1056 Community Event organizer to discuss the Community Event’s parameters, including 1057 location, number of people attending, type of Community Event, type of food being 1058 provided, and other related issues. Once parameters of the Community Event are 1059 determined, proper Containers will be provided by Contractor, with emphasis on 1060 Recycling and diversion of the materials generated.1061 Contractor shall also supply and staff an information booth at each Venue and 1062 Community Event, upon request from Agency. In addition, Contractor shall prepare and 1063 distribute information to the public at Venues and Community Events describing the 1064 Collection options available at the Venue or Community Event and promoting Recycling 1065 programs in the Agency, upon request from Agency. All information prepared for 1066 distribution to Venues and Community Events shall be approved by Agency prior to 1067 distribution. The Contractor shall report the Tonnage of material Collected at each 1068 Franchise Agreement for Collection Services with Recology San Mateo County Page 28 of 123 Model Agreement for Adaptation by Member Agencies Venue and Community Event to the Agency and, upon Agency request, to the 1069 Community Event organizer.1070 For Venues and Community Events, which are required to comply with the Large 1071 Venues and Events Recycling Law, codified at Public Resources Code Section 42648 et 1072 seq., Contractor shall assist the Venue or Community Event organizer in preparing a 1073 Recycling plan and reporting all information required by those provisions of the law. 1074 Contractor shall be required to provide, at a minimum, the following information for each 1075 Venue or Community Event:1076 1. List of qualifying large Venues and Community Events in Service Area.1077 2. Physical and mailing address.1078 3. Contact name, address, phone number, and email address.1079 4. Type of Venue or Community Event (e.g., museum, concert, sporting event).1080 5. Status of the Venue or Community Event written waste diversion/Recycling plan.1081 6. A description of the extent in which the plan has been implemented.1082 7. Service level provided (i.e., Solid Waste, Recyclable Materials, and Organic1083 Materials).1084 8. Tons disposed and diverted, by material type.1085 9. Description of the scope and types of diversion programs provided.1086 10. Other information required by law.1087 Contractor shall provide the Collection services required by this Section for the Agency-1088 sponsored Venues and Community Events listed on Attachment C, at no charge to the 1089 Agency or the Community Event organizer. A preliminary list of Agency-sponsored 1090 Venues and Community Events is provided in Attachment C. Agency may add additional 1091 events to those listed in Attachment C or modify this list if events change during the 1092 Term and shall make such modifications as part of the Three-Year Public Education 1093 Plan (in accordance with Section 7.03.B). If the number of events listed in Attachment C 1094 increases during the Term above the number on the preliminary list on Attachment C,1095 Contractor shall be entitled to receive compensation for the number of additional events 1096 provided service each Rate Year based on the Charges for additional events specified in 1097 Attachment Q. For other Venues and Community Events, Contractor may bill the Venue1098 or Community Event organizer at the Agency-approved Charges for comparable On-Call 1099 Commercial Solid Waste and Organic Materials Collection Service. Recyclable 1100 Materials Collection service shall be provided at no additional cost to Community Events1101 that subscribe to Solid Waste or Organic Materials Collection service.1102 5.09 ABANDONED WASTE CLEANUP COLLECTION SERVICE1103 A.General. Contractor shall provide abandoned waste cleanup Collection service to 1104 Agency as provided herein. Contractor shall schedule up to a maximum of thirty 1105 (30) abandoned waste Collection events per service day for the SBWMA Service 1106 Area. Contractor shall make every effort to collect abandoned waste within one (1) 1107 Business Day of being notified by Agency, SBWMA, Customer, or Contractor’s 1108 vehicle drivers and route supervisors of the occurrence of abandoned waste or 1109 illegal dumping. Upon reaching the maximum thirty (30) events, Collection of 1110 Franchise Agreement for Collection Services with Recology San Mateo County Page 29 of 123 Model Agreement for Adaptation by Member Agencies abandoned waste event shall be scheduled and performed by Contractor on the 1111 next available service day. This service shall require Contractor to Collect 1112 abandoned or illegally dumped Solid Waste, Recyclable Materials, and Organic 1113 Materials. This service does not include Collection of litter or litter abatement 1114 activities. 1115 Contractor shall notify the SBWMA and Agency when the daily average number of 1116 events reaches twenty-five (25) events, where the daily average is calculated on a 1117 weekly basis. When this threshold occurs, Parties shall meet and confer to agree on 1118 a strategy for handling the volume of abandoned waste Collection events.1119 B.Materials to be Collected. Contractor shall only be required to Collect abandoned 1120 waste materials of the types that Contractor is required to Collect under the On-Call 1121 Bulky Item Collection program, as specified in Section 5.05.D. Abandoned waste 1122 shall only be Collected by Contractor in public right of ways, and Contractor shall 1123 not be responsible for any Collection of abandoned waste materials that are on 1124 private properties or easements where ownership of properties are in question or 1125 shared.1126 C.Collection Protocols. For abandoned Recyclable Materials, Organic Materials, 1127 and Solid Waste, Contractor shall dispatch its regular route drivers to provide 1128 Collection service. For Bulky Items, Contractor shall dispatch a Collection vehicle1129 capable of Collecting the Bulky Items to provide the Collection service. For other 1130 items including, but not limited to, Hazardous Waste, Household Hazardous Waste,1131 and Sharps, Contractor shall promptly notify Agency.1132 D.Processing. All abandoned or illegally dumped materials Collected by Contractor 1133 shall be transported to Shoreway Recycling and Disposal Center for processing,1134 with the exception of scrap metal, and all related diversion statistics shall be1135 included in the appropriate reports to the Agency for all materials Collected.1136 Contractor shall be allowed to transport scrap metal directly to a licensed scrap 1137 metal recycler. Contractor shall, to the greatest extent possible, deliver all reusable 1138 non-metal abandoned waste items to organizations such as Society of St. Vincent 1139 de Paul and Goodwill Industries, or other organizations as directed by Agency.1140 E.Agency-Specific Reporting. The Agency may request Contractor to interface with 1141 an Agency-specific web-based application for reporting completion of abandoned 1142 waste collections. In such case, Agency shall compensate Contractor on an annual 1143 basis for this additional effort at a rate to be mutually agreed by Agency and 1144 Contractor.1145 5.10 COATS FOR KIDS PROGRAM1146 If requested by Agency, Contractor shall implement a “Coats for Kids Program” annually1147 at no additional cost to Customers and shall not bill Agency for such services. The1148 program shall consist of Contractor’s drivers Collecting coats from Customers on their1149 route over a one (1) to two (2) week period during the fall, as well as from Collection 1150 Containers placed by Contractor in various public locations specified by Agency, such as 1151 libraries, City Hall, and businesses. The coats collected through this program will be1152 sorted and laundered by Contractor, and arrangements made by Contractor for 1153 distribution to a local non-profit organization, such as the Family Services Agency. Prior 1154 to the implementation of the program, Contractor shall present a detailed program plan 1155 to Agency for review and approval. All related diversion statistics shall be included in the 1156 Franchise Agreement for Collection Services with Recology San Mateo County Page 30 of 123 Model Agreement for Adaptation by Member Agencies appropriate reports to the Agency. Annually, no later than sixty (60) Days prior to the 1157 start of the program, Contractor shall notice Agency regarding the program start and end 1158 date.1159 1160 The general scope of outreach that shall be conducted in order to properly promote the 1161 program shall include, but not be limited to promotion on websites, and distribution of 1162 media such as flyers and press releases.1163 5.11 COMPOST GIVE-AWAY1164 Contractor shall coordinate with the Agency to host “Bring Your Own Bucket” (BYOB) 1165 giveaway of compost to residents. Contractor shall take the lead in organizing the 1166 delivery of compost by Operator to either Shoreway Environmental Center (if Contractor1167 is delivering compost in a Drop Box) or directly to the event (by Operator). The BYOB 1168 compost giveaway shall provide residents with free compost to enrich their gardens 1169 while also educating residents on the benefits of home composting. If included in the 1170 Three-Year Public Education Plan as a requirement, Contractor representatives shall be1171 on hand to distribute Recycling guides and other educational material promoting waste 1172 reduction and Recycling. Contractor is required to deliver to Agency thirty (30) cubic 1173 yards of compost annually in one (1) or two (2) deliveries for the BYOB events and/or for 1174 use at Agency facilities and shall not bill Agency for such services. Agency shall1175 schedule events as far in advance as possible. Contractor can only schedule up to four 1176 (4) events in any weekend and lead-time is needed to ensure adequate promotion of the 1177 event. The SBWMA will take the lead promoting the BYOB events. If Agency requests 1178 delivery of more than thirty (30) cubic yards of compost annually, Contractor shall 1179 provide the delivery and bill Agency the Charge specified in Attachment Q or Contractor1180 shall be entitled to an increase in Contractor’s Compensation for the Rate Year that the 1181 compost is delivered to Agency based on the Charge specified in Attachment Q.1182 5.12 RESERVED1183 5.13 COMMUNITY DROP-OFF EVENTS1184 Upon request by Agency, Contractor shall hold drop-off events at a location selected by 1185 the Agency to allow Residential Customers to drop off acceptable materials. Acceptable 1186 materials, which shall be determined by the Agency, may include one or more of the 1187 following: E-Scrap, Universal Waste, Recyclable Materials, Organic Materials, and 1188 Solid Waste. 1189 A. General Requirements.Contractor shall promote, manage, staff, and operate 1190 drop-off event(s) for Residential Customers scheduled for one (1) weekend Day 1191 (i.e., Saturday or Sunday) or two (2) consecutive weekend Days upon request from 1192 Agency.1193 The Agency shall approve the date of the drop-off event and all advertisements or 1194 public announcements related to such event. Contractor shall promote the event by 1195 preparing Billing inserts to be included in each Customer’s Bill and by advertising in 1196 a minimum of two local area newspapers as approved by the Agency. 1197 Contractor shall manage, staff, and supervise the event. Contractor shall provide 1198 traffic control and signage; inspect materials delivered to the event; separate 1199 Franchise Agreement for Collection Services with Recology San Mateo County Page 31 of 123 Model Agreement for Adaptation by Member Agencies materials; document each material type and quantity; transport Collected materials 1200 to reuse, processing, or Disposal locations; and clean up the location at the end of 1201 the event.1202 Contractor shall not charge Customers delivering materials to the event.1203 B. Accepted Materials.Customers may deliver and Contractor shall accept Major 1204 Appliances, Bulky Items, Source Separated Targeted Recyclable Materials, Source 1205 Separated Organic Materials, tires (i.e., four (4) per Customer, removed from rims,1206 no commercial tires), clean unpainted wood, Construction and Demolition Debris,1207 Universal Waste, E-Scrap, and Solid Waste. Contractor shall be allowed to reject: 1208 liquids or sludge; cement; dirt; asphalt; concrete; Hazardous Waste; or Infectious 1209 Waste. Contractor shall not establish a limit on the volume or weight of materials 1210 that a Customer may bring for Collection.1211 C. Participants.Contractor shall verify Residents live in the Agency by reviewing a 1212 driver’s license or utility bill. 1213 D. Event Hours.Contractor shall accept materials from Residential Customers over 1214 one (1) weekend Day (i.e., Saturday or Sunday) or two (2) consecutive weekend 1215 Days from 8:00 a.m. to 5:00 p.m.1216 E. Recycling and Reuse.Contractor shall Collect materials in a manner that 1217 maximizes reuse, Recycling, composting, and diversion of materials from Disposal. 1218 Contractor shall make reasonable efforts to ensure that diversion goals are met or 1219 exceeded. Contractor shall separate Recyclable Materials and Organic Materials 1220 and transport such materials to the Designated Transfer and Processing Facility or 1221 an alternative processing site with advance authorization from Agency. Contractor 1222 shall coordinate with re-use vendor(s) to have a representative present at the drop-1223 off event to accept donated clothes or other reusable items. Disposal of materials 1224 shall be the Contractor’s last option.1225 F. Handling Major Appliances. Major Appliances shall be reused, Recycled, or 1226 Disposed by Contractor in accordance with requirements of Applicable Law. Any 1227 changes to such regulations made after January 1, 2011 shall be addressed as 1228 though they are a Change in Law in accordance with Section 11.05.1229 G. Scheduling Community Drop-Off Events.Upon request from Agency, Contractor 1230 shall promote, manage, staff, and operate community drop-off events described in 1231 this Section. If Agency exercises such right, it shall provide written notice to 1232 Contractor at least three (3) months before the first day of the requested drop-off 1233 event. Agency shall compensate Contractor for such service based on Contractor’s 1234 Charge specified in Attachment Q.1235 H. Confidential Document Destruction Service. If requested by Agency, Contractor 1236 shall provide confidential document destruction service at the drop off event(s).1237 Contractor shall provide adequate equipment and staffing necessary for the event 1238 and shall ensure full destruction of confidential documents and other materials 1239 delivered by Customers at the site of the event. This service shall be provided by 1240 Contractor at no additional cost to Customers and shall not bill Agency for such 1241 services.1242 Franchise Agreement for Collection Services with Recology San Mateo County Page 32 of 123 Model Agreement for Adaptation by Member Agencies 5.14 MIXED USE BUILDINGS1243 A.General. Contractor shall provide Solid Waste, Targeted Recyclable Materials, and 1244 Organic Materials Collection services to Mixed Use Building Customers in 1245 accordance with the requirements for provision of these services to Commercial 1246 Customers pursuant to Sections 5.02.C, 5.03.D, and 5.04.C. Contractor shall work 1247 cooperatively with the Owner or property manager of the Mixed Use Building to 1248 agree on the type and size of Containers to be provided and whether or not the 1249 Commercial and Residential portions of the Mixed Use Building will share service or 1250 have designated Containers for Collection. 1251 B.Service Capacity. For the Residential Premises of the Mixed Use Buildings, 1252 Contractor shall provide no less than ninety-six (96) gallons per week of Solid 1253 Waste Container capacity for every five (5) Residential dwelling units. At a 1254 minimum, Contractor shall provide twenty (20) gallons per week of Container 1255 capacity for Single-Stream Targeted Recyclable Materials Collection for every 1256 Residential dwelling at the Mixed Use Building.1257 C.Recycling Tote Bags. Contractor shall provide the Residential Premises units of 1258 the Mixed Use Building with Recycling Tote Bags in accordance with the Multi-1259 Family Recycling Tote Bags requirements pursuant to Section 5.03.C.2.1260 D.Household Battery and Cell Phone Collection. Contractor shall provide the 1261 Residential Premises of the Mixed Use Building with Household Battery and Cell 1262 Phone Collection in accordance with the Multi-Family Household Battery and Cell 1263 Phone Collection service requirements pursuant to Section 5.03.C.3.1264 E.Bulky Item Collection. Contractor shall provide the Residential Premises of the 1265 Mixed Use Building with two (2) annual On-Call Bulky Item Collection Service 1266 events per Mixed Use Building in accordance with the Multi-Family On-Call Bulky 1267 Item Collection service requirements pursuant to Section 5.05. Such service must 1268 be requested by the Owner or property manager. 1269 F.Recycling Promotion. Contractor shall provide the Residential Premises of the 1270 Mixed Use Building with the Recycling promotion services that are provided to 1271 Multi-Family Dwellings under Section 7.05, and shall provide the Commercial units 1272 of the Mixed Use Building with the Recycling promotion services that are provided 1273 to Commercial Premises under Section 7.04.1274 G.Holiday Tree Collection. Contractor shall provide Holiday Tree Collection Service 1275 to Residential Premises of the Mixed Use Building in accordance with the Multi-1276 Family Holiday Tree Collection Service requirements in Section 5.04.E.1277 H.Other1278 1. Conflict. The Parties acknowledge that Mixed Use Building is a new category 1279 and that Mixed Use Buildings may be coded in Contractor’s software system as 1280 Multi-Family Residential Complexes, as Commercial Customers, or (in the 1281 event of separate accounts for the Residential and Commercial parts of the 1282 Premises) as both. In the event of any conflict between the provisions of this 1283 Agreement relating to Mixed Use Buildings, on the one hand, and those 1284 relating to Multi-Family Residential Complexes or Commercial Premises, on the 1285 other hand, the provisions relating to Mixed Use Buildings shall govern.1286 Franchise Agreement for Collection Services with Recology San Mateo County Page 33 of 123 Model Agreement for Adaptation by Member Agencies 2. Customer Database. Contractor shall use good faith efforts, within the 1287 constraints of its existing software system and cost structure, to develop a 1288 method for coding Mixed Use Buildings in the Contractor’s customer service 1289 and routing databases to allow for various reports to be generated for Mixed 1290 Use Buildings. The approach to coding the Mixed Use Buildings, and1291 implementation thereof, shall be reviewed and approved by the SBWMA on or 1292 before the Commencement Date.1293 3. Collection Vehicles. At its option, Contractor may provide Collection service to 1294 Mixed Use Buildings using its Single-Family or Commercial Collection vehicles.1295 1296 1297 Franchise Agreement for Collection Services with Recology San Mateo County Page 34 of 123 Model Agreement for Adaptation by Member Agencies ARTICLE 61298 TRANSPORTATION1299 6.01 TRANSPORTATION OF COLLECTED MATERIALS1300 Contractor shall transport and deliver all Solid Waste, Source Separated Targeted 1301 Recyclable Materials, Used Motor Oil, Used Motor Oil Filters, Household Batteries, Cell 1302 Phones, Bulky Items, Abandoned Waste, and Organic Materials Collected under this 1303 Agreement to the Designated Transfer and Processing Facility. Once Collected 1304 materials are deposited by Contractor at the Designated Transfer and Processing 1305 Facility, such materials shall become the property of SBWMA or Operator. The1306 Contractor is not responsible for providing processing services except as provided in 1307 Section 6.04.1308 6.02 LIMITATIONS ON CONTAMINATION1309 A.General. The Agency is required by the Act and other State legislation/regulations 1310 (such as, but not limited to, AB 341, AB 1594, AB 1826, SB 1061, and SB 1383)1311 and its implementing regulations to divert a substantial portion of Solid Waste 1312 generated by residents, businesses, and institutions within its Service Area from 1313 Disposal at a landfill. In order to accomplish this, the Agency, through the SBWMA, 1314 has made a major investment in new recycling equipment and facilities at Shoreway1315 Recycling and Disposal Center. In order for that equipment to operate efficiently, 1316 the amount of Contamination in loads of Recyclable Materials, Organic Materials,1317 and Plant Materials delivered to Shoreway Recycling and Disposal Center must be 1318 limited to specific levels. Moreover, higher levels of Contamination can make 1319 processed Recyclable Materials unmarketable or substantially reduce the price that 1320 purchasers are willing to pay. The cost that the SBWMA must charge users of 1321 Shoreway Recycling and Disposal Center (including Agency) is directly affected by 1322 the amount of revenue generated by sales of Recyclable Materials processed by its 1323 Operator. Therefore, for both environmental and financial reasons, it is important 1324 that Contractor place a high priority on ensuring that Contamination in loads of 1325 Recyclable Materials, Plant Materials, and Organic Materials delivered to Shoreway1326 Recycling and Disposal Center is minimized. Contractor shall work collaboratively 1327 with Agency and SBWMA to accomplish this and will implement the specific 1328 measures described in this Section and Section 6.03.1329 B.Contamination Levels.The maximum Contamination Levels for each category of 1330 Recyclable Materials, Plant Materials, and Organic Materials are specified in Table 1331 1. 1332 Franchise Agreement for Collection Services with Recology San Mateo County Page 35 of 123 Model Agreement for Adaptation by Member Agencies Table 1. Maximum Contamination Levels Material Category Maximum Contamination Level (% by weight) Commercial Source Separated or Targeted Recyclable Materials 10% MFD and Commercial Plant Materials 5% Single-Family Organic Materials 5% Commercial Organic Materials 10% If two (2) or more loads from the same route are brought to Shoreway Recycling 1333 and Disposal Center in a given month with Contamination Levels greater than those 1334 specified in Table 1, Contractor shall visually inspect materials at the point of 1335 Collection on that route to identify the source of the Contamination. If the source 1336 can be identified, Contractor shall follow up with the Customer(s) that need further 1337 assistance to reduce Contamination and to resolve the Contamination issue. At any 1338 time, the SBWMA may request for the sampling of a load of materials.1339 C.Inspecting for Excessive Contamination in Single Loads1340 The Operator will inspect loads of materials delivered to Shoreway Recycling and 1341 Disposal Center. The Operator may set aside for sampling a load of material that 1342 appears to exceed the Contamination Levels in Table 1.1343 When setting aside a load for sampling, the Operator will document the truck 1344 number, the date and time of delivery, and will take a photograph of the load. The 1345 methodology for sampling of single loads is set forth in Attachment E.1346 If an entire load is sorted to determine Contamination, as contemplated by 1347 subsections D and E below, then Contractor or its representative shall have the 1348 right to be present at, observe, and photograph and video all aspects of the sort.1349 D.Supplemental Processing Fee for Excessive Contamination in Salvageable 1350 Single Loads1351 If a load of materials is determined based on (1) sorting of the entire load, or (2) 1352 sample testing pursuant to Section 6.02.C to contain Contamination in excess of the 1353 levels specified in Table 1, but is determined by the SBWMA to be salvageable, 1354 Contractor shall be required to pay SBWMA a supplemental processing fee of 1355 $25.00 per Ton for the load.1356 The supplemental processing fees shall be adjusted annually by the Annual Index 1357 Change in CPI-U in the same manner described in Attachment K.1358 E.Payment of Transfer, Transportation, and Disposal of Unsalvageable Single 1359 Loads1360 If a load of materials is determined based on (1) sorting of the entire load, or (2) 1361 sample testing pursuant to Section 6.02.C to contain Contamination in excess of 1362 the levels specified in Table 1, and is determined by SBWMA to be 1363 unsalvageable, Contractor shall reimburse SBWMA for the cost of transfer, 1364 transportation, and Disposal of the load, which shall be calculated as the weight 1365 Franchise Agreement for Collection Services with Recology San Mateo County Page 36 of 123 Model Agreement for Adaptation by Member Agencies of the load multiplied by the then-current per-Ton fee for transfer, transport, and 1366 Disposal pursuant to the agreement between the SBWMA and Operator.1367 6.03 CONTRACTOR METHODS OF CONTROLLING CONTAMINATION1368 A.General. Contractor shall assist in controlling Contamination Levels by helping to 1369 educate Customers on acceptable and non-acceptable materials, by monitoring the 1370 contents of Collection Containers and by refusing to Collect Containers of Targeted 1371 Recyclable Materials, Plant Materials, and Organic Materials that appear to exceed 1372 the maximum Contamination Levels in Section 6.02 Table 1, all as and to the extent 1373 set forth in this Section 6.03.1374 Drivers that dismount from Collection vehicles in order to empty Containers shall lift 1375 the Container lid and observe the contents. If Contamination appears to be present 1376 in excess of the applicable maximum Contamination Level, the driver will not empty 1377 the Container, but will instead affix a “non-collection notice.” The non-collection 1378 notice shall (i) inform the Customer of the reason(s) for non-collection, (ii) include 1379 the date and time the notice was left, and (iii) describe the premium Charge to 1380 Customer for Contractor to return and Collect the Container after Customer 1381 removes the Contamination. The driver shall document the non-collection event 1382 and a customer service representative shall update the Customer’s computerized 1383 account record to note the event. Upon request from Customer, Contractor shall 1384 Collect Containers that received non-collection notices within one (1) Business Day 1385 of Customer’s request if the request is made at least two (2) Business Days prior to 1386 the regularly scheduled Collection Day. Contractor shall bill Customer for the extra 1387 Collection service event (“extra pick-up”) at Agency-approved Charges specified in 1388 Attachment Q only if Contractor notifies Customer of the premium Charge for this 1389 service at the time the request is made by Customer.1390 Drivers providing automated Collection service shall observe, via the hopper video 1391 camera and monitor system, the contents of the Containers as it is being emptied 1392 into the vehicle. If the driver observes Contamination in excess of the applicable 1393 maximum Contamination Level, the driver shall affix a “courtesy notice” to the 1394 emptied Container. The courtesy notice shall (i) inform the Customer of the 1395 observed presence of unacceptable levels of Contamination, (ii) include the date 1396 and time the notice was left, (iii) describe the premium charge to Customer for 1397 Contractor to return and Collect Contaminated Containers after Customer removes 1398 the Contamination. The next day on which that Customer is to receive service, the 1399 driver shall dismount the Collection vehicle, lift the lid of the Container, and visually 1400 inspect the contents. If the driver determines that the Container again contains 1401 excess Contamination, the Container shall not be Collected. Instead, the driver will 1402 record the non-collection event in the on-board computer system and shall affix a 1403 non-collection notice to the Container.1404 If a driver observes Hazardous Materials in an uncollected Container, the driver 1405 shall record that observation in the on-board computer system and also inform the 1406 route supervisor. The route supervisor shall investigate and initiate applicable 1407 action within one (1) Business Day.1408 Whenever a Container at a Commercial or a Multi-Family Dwelling Complex 1409 Customer is not Collected, Contractor shall contact the Customer on the scheduled 1410 Collection Day by telephone to explain why the Container was not Collected. 1411 Franchise Agreement for Collection Services with Recology San Mateo County Page 37 of 123 Model Agreement for Adaptation by Member Agencies Whenever a Container is not Collected because of excess Contamination, a 1412 customer service representative shall contact the Customer to discuss, and 1413 encourage the Customer to adopt, proper materials-preparation and separation 1414 procedures.1415 B.Periodic Route Audits. Contractor shall conduct a route audit of any route from 1416 which two (2) or more loads are found to exceed the applicable maximum 1417 Contamination Levels set forth in Section 6.02 Table 1 during any thirty (30) day 1418 period, as well as any other route whose loads consistently exceed the maximum 1419 Contamination Levels.1420 When a route is identified as requiring a route audit, Contractor will provide a route 1421 auditor to precede the Collection vehicle and physically examine the contents of 1422 each Container or Cart prior to emptying. The route auditor shall affix non-collection 1423 notices to at least ninety percent (90%) of all Containers that contain Contamination 1424 in excess of applicable maximum Contamination Levels.1425 Contractor shall submit a monthly route audit report within five (5) Business Days 1426 after the end of each route audit that has been conducted during the previous 1427 month. The report shall describe in detail Contractor’s conduct of the audit, as well 1428 as the public education and outreach activities that it employed to encourage and 1429 facilitate changes in Customer behavior that will reduce Customers discarding 1430 Contamination in Containers designated for Recyclable Materials or Organic 1431 Materials.1432 The audit of a route shall continue for a period of four (4) consecutive weeks after 1433 the route has been identified as requiring an audit under the first paragraph of this 1434 Section 6.03.B.1435 6.04 PROCESSING OF OTHER MATERIALS1436 Upon request by Agency, and with the prior approval of SBWMA, the Contractor shall be 1437 responsible for, or shall arrange for, processing, Recycling, and/or reuse of Bulky Items, 1438 Major Appliances, and Specialty Recyclable or Reusable Materials (excluding 1439 Construction and Demolition Debris) Collected pursuant to this Agreement. If Agency 1440 determines a need for processing of other materials, changes can be made as described 1441 in Section 15.12.1442 Franchise Agreement for Collection Services with Recology San Mateo County Page 38 of 123 Model Agreement for Adaptation by Member Agencies ARTICLE 71443 OTHER SERVICES1444 7.01 CUSTOMER BILLING1445 A.Billing. Contractor shall prepare and mail Bills for services provided to Customers 1446 by Contractor and shall collect Customer payments.1447 1. Frequency. Contractor shall Bill Single-Family Customers quarterly in amounts 1448 equal to the Agency-approved Rates and Charges for service for a three (3) 1449 month period (i.e., using a quarterly format), unless the Agency requests a 1450 more frequent Billing interval in which case the Contractor shall be entitled to a 1451 reasonable adjustment in its compensation related to the additional costs for 1452 the Agency-directed change in Billing frequency. Contractor shall issue Single-1453 Family Residential Bills three (3) months in advance in a manner such that 1454 one-third (1/3) of SFD Customers are Billed each month. Contractor shall bill 1455 Multi-Family Dwelling and Commercial Customers monthly in arrears in the 1456 amount equal to Customers’ subscribed Rates and Charges for service for a 1457 one (1) month period.1458 2. Automated Billing and Payment. In an effort to reduce paper waste, Contractor 1459 shall make available to all Customers an automated Billing and payment 1460 system. This system should be website-based and allow Customers to view 1461 and pay Bills through Contractor’s website. Through the Contractor’s website, 1462 Customers may request to cease paper Billing and receive all Bills through e-1463 mail and/or Contractor’s website. Contractor shall ensure that the electronic 1464 Billing and payment website conforms to industry-standard practices for 1465 electronic commerce security. However, Contractor shall ensure that these 1466 Customers are compiled in a list to ensure that Billing inserts are mailed 1467 directly.1468 3. Bill Format. Contractor shall Bill Customers using a Bill format (i.e., post-card 1469 Billing format or conventional envelope/insert) approved by the Agency, if 1470 Customer does not opt-out by requesting use of the automated Billing and 1471 payment system. Contractor shall promote the website-based Billing and 1472 payment system on all paper Bills sent to Customers. Agency shall have the 1473 right to revise the Billing format (e.g., size, font, frequency, etc.) and to itemize 1474 certain charges and to review the Billing procedures. Contractor shall be 1475 compensated for any cost increases that result from the Agency-directed 1476 change to the Billing format.1477 4. Records. Contractor shall maintain, for inspection by the Agency, copies of 1478 Customer Billings and receipts, in chronological order, for a period of five (5)1479 years after the date of service. Contractor shall maintain those records in 1480 electronic format. SBWMA and Agency staff or representatives shall be given 1481 access to such records upon one (1) Business Day notice.1482 Agency shall be allowed to access and review Contractor’s Billing systems on 1483 an appointment basis and such access shall not be unreasonably withheld by 1484 Contractor.1485 Franchise Agreement for Collection Services with Recology San Mateo County Page 39 of 123 Model Agreement for Adaptation by Member Agencies 5. Rates. Agency shall establish, by resolution or ordinance, Rates for the types 1486 of service provided as described in Section 11.07 or elsewhere in this 1487 Agreement. Contractor shall Bill and collect at those Agency-approved Rates.1488 6. Service Stops. Contractor shall allow Customers to suspend service and 1489 Billings when the Premises are unoccupied. Single-Family Residential 1490 Customers may suspend service for a minimum of one (1) Service Day on a 1491 maximum of three (3) occasions each Rate Year. Commercial Customers may 1492 suspend service for a minimum of two (2) Service Days on a maximum of six 1493 (6) occasions each Rate Year. Multi-Family Customers may not suspend 1494 service without prior written approval from Agency. The Billings for both1495 Residential and Commercial Customers shall be prorated by Contractor in 1496 accordance with Customer’s requests to suspend service.1497 B.Delinquent Payment. Residential Customers shall be considered delinquent sixty 1498 (60) Days after start of the quarter in which the services are provided, and Multi-1499 Family Dwelling and Commercial Customers shall be considered delinquent thirty 1500 (30) Days after payment is due. Contractor shall address the issue of delinquent 1501 payment as specified in Attachment H.1502 C.Local Office. Contractor shall maintain a local office in the Shoreway1503 Environmental Center, located at 225 Shoreway Road, San Carlos, California, for 1504 acceptance of in-person payment of bills. If office space at Shoreway Environmental 1505 Center becomes unavailable for the Contractor’s use, Contractor shall establish a 1506 local office in the SBWMA Service Area. Such a change shall be considered an1507 Agency-directed change in scope and handled in accordance with provisions in 1508 Section 15.12. At the local office, Contractor shall accept as payment personal 1509 checks, money orders, cashiers’ checks, and credit cards. The local office shall be 1510 open for business from 8:00 a.m. until 5:00 p.m. Monday through Friday, exclusive 1511 of Holidays specified in Attachment A for the local office.1512 D.Contractor Revenue Collection. Contractor shall collect revenue for services 1513 described herein on behalf of the Agency. Revenues collected on behalf of the 1514 Agency or SBWMA shall be handled as described in Article 11 of this Agreement.1515 E.Review of Billings. Contractor shall review its Billings to Customers, issued 1516 pursuant to Section 7.01.A. The purpose of the review is to determine that the 1517 amount which Contractor is Billing each Customer is correct in terms of the level of 1518 service (i.e., frequency of Collection, size of Container, location of Container) being 1519 provided to such Customer by Contractor. Contractor shall review Customer1520 accounts not less than once every three (3) calendar years for each Commercial,1521 Multi-Family Dwelling, and SFD Customer, unless Agency directs Contractor to do 1522 so more frequently. Contractor shall submit to Agency a written report of the status 1523 of its review annually no later than forty-five (45) Days after the end of each 1524 calendar year. The intent of this Section is for Agency to receive reports on an 1525 annual basis for one-third (1/3) of all Customer accounts, and for all Customer1526 accounts to be reviewed every third year of the Agreement. The scope of the 1527 review and the reviewer's work plan shall be submitted to Agency for approval no 1528 later than six (6) months before the submission of the first report.1529 F.Agency or SBWMA Billing Review . Contractor acknowledges that Agency or 1530 SBWMA may perform, or cause to be performed, Billing reviews periodically. 1531 Contractor agrees to participate and cooperate with SBWMA and Agency and its 1532 Franchise Agreement for Collection Services with Recology San Mateo County Page 40 of 123 Model Agreement for Adaptation by Member Agencies agents to accomplish these reviews and conduct any data collection and report 1533 preparation that may be requested. The Contractor’s full cooperation with these 1534 reviews may include, but is not limited to: (i) allowing Agency or SBWMA staff or 1535 consultants to ride along with drivers in Collection vehicles during daily Collection 1536 operations; (ii) providing for interviews of personnel at all levels, with or without 1537 management oversight; (iii) providing reporting related to franchised operations 1538 available through Contractor’s automated systems; and, (iv) adjusting routing, public 1539 information, outreach, or program availability based upon the recommendations of 1540 the audit, if approved by the SBWMA or Agency.1541 G.Privacy of Customer Information.Contractor shall not distribute or sell Customer, 1542 Owner, or Occupant information such as names, addresses, and telephone 1543 numbers to other Persons with the exception of distribution to the Agency, SBWMA, 1544 or its agents for reporting and contract compliance purposes and distribution to 1545 Contractor’s Billing agent (if Contractor uses a Related Party Entity or Subcontractor 1546 for Billing purposes).1547 7.02 CUSTOMER SERVICE1548 Contractor is responsible for ensuring that all staff and Customer service representatives 1549 (CSR) maintain a professional and courteous demeanor when in contact with Agency, 1550 SBWMA, and the public. Contractor shall be responsible for all employee interactions 1551 with Customers, SBWMA, and Agency staff. Contractor is required to ensure that its 1552 Customers are consistently treated courteously and are presented with timely, 1553 responsive, and thorough solutions to problems and requests for information. Contractor 1554 shall meet monthly to discuss compliance with the Customer service standards 1555 described herein if requested by Agency.1556 A.Local Office1557 Contractor shall operate a local office at the Shoreway Environmental Center,1558 located at 225 Shoreway Road, San Carlos. If office space at Shoreway1559 Environmental Center becomes unavailable for the Contractor’s use, Contractor 1560 shall establish a local office in the SBWMA Service Area. Such a change shall be 1561 considered an Agency-directed change in scope and handled in accordance with 1562 provisions in Section 15.12. Contractor’s office hours shall be, at a minimum, from 1563 8:00 a.m. to 5:00 p.m., Monday through Friday, exclusive of Holidays specified in 1564 Attachment A for the local office. Contractor shall be responsible for ensuring that a1565 qualified representative is available at a local office within the SBWMA Service Area1566 during office hours to communicate with the public and accept Bill payments from 1567 Customers. Contractor shall offer bi-lingual Customer service at the local office by 1568 employing CSRs with English and Spanish language capabilities. The local office 1569 and Customer service telephone number(s) shall either be a local or toll free call. 1570 Contractor's telephone system shall adequately handle the volume of calls typically 1571 experienced on the busiest days. Contractor shall have a company representative, 1572 an answering service, or voice-mail system available for calls received during non-1573 business hours and Holidays specified in Attachment A for the local office.1574 Contractor shall employ sufficient Customer service staff and management 1575 practices to ensure that the Average Speed of Answer is equal to or less than thirty1576 (30) seconds and the maximum Hold Time is ninety (90) seconds or less.1577 Franchise Agreement for Collection Services with Recology San Mateo County Page 41 of 123 Model Agreement for Adaptation by Member Agencies Contractor shall be required to track all informational requests so that appropriate 1578 public outreach materials can be designed to target commonly asked questions.1579 Contractor shall be responsible for promoting use of the Contractor’s website for 1580 scheduling of On-Call Collection Service events and obtaining answers related to 1581 common informational requests through: (i) public education and promotion1582 materials; and, (ii) a recorded message Customers will hear while on-hold with the 1583 Customer service department.1584 Contractor shall maintain and publicize an e-mail address whereby Customers can 1585 communicate with the Contractor’s Customer service staff. Contractor shall monitor 1586 the email at least once per Business Day, and ensure that a twenty-four (24) hour 1587 response time is maintained.1588 B.Customer Service Call Center and Staffing1589 Contractor is required to operate a Customer service call center that will serve as 1590 the primary telephone point of contact and information for all services. The 1591 Customer service call center hotline is required to be staffed live during regular 1592 business hours (i.e., Monday through Friday 8:00 a.m. to 5:00 p.m.) by sixteen (16) 1593 Customer service representatives (includes one (1) receptionist who performs 1594 Customer service activities). In addition, the Customer service call center shall offer 1595 multi-lingual Customer service by employing a minimum of two (2) bilingual 1596 Customer service representatives with English and Spanish language capabilities,1597 and contracting with a service to provide bilingual capacity for other languages 1598 including Cantonese, Mandarin, and Vietnamese. Contractor shall provide 1599 immediate access to interpreters for over one-hundred and seventy-five (175)1600 languages through the use of Language Line service, or a similar service.1601 C.Website1602 Contractor shall maintain and publicize an up-to-date website whereby Customers 1603 can conduct business with Contractor in both English and Spanish. Contractor is 1604 required to update the website monthly, and more frequently if necessary. At a 1605 minimum, the website shall:1606 1. Allow Customers to view and pay Bills issued by Contractor, as required in 1607 Section 7.01;1608 2. Allow Customers to schedule services Including On-Call Service events, On-1609 Call Bulky Item Collections, extra Collections, service changes, temporary Drop 1610 Box service, service terminations, and service stops;1611 3. Provide answers to frequently asked questions Including: proper Container set-1612 out instructions; list of acceptable Recyclable and Organic Materials; Collection 1613 Days (in response to Customer input of service address); Billing issues, 1614 Customer service telephone and e-mail contact information; and the 1615 Designated Transfer and Processing Site hours, directions, and acceptable 1616 materials;1617 4. Provide complete list of Agency-approved Rates and Charges for all 1618 Customers;1619 5. Allow Customers to file Complaints and receive from Contractor e-mail 1620 responses to Complaints;1621 Franchise Agreement for Collection Services with Recology San Mateo County Page 42 of 123 Model Agreement for Adaptation by Member Agencies 6. Provide a link to enable Customers to email Contractor; and,1622 7. Maintain and produce visitor logs and reporting including website and individual 1623 page visitation, number of web-based Bill payments per month, number of 1624 website-submitted Complaints per month, and individual and summary 1625 Customer Complaint and resolution reporting.1626 D.Customer Information System Requirements1627 Contractor is required to use a Customer information system with software 1628 applications capable of documenting all correspondence and conversations, 1629 pertaining to the services specified herein, between Contractor, Customers, 1630 Occupants, Agency, and SBWMA. The system shall include, at a minimum, the 1631 following data fields:1632 1. Date and time of Customer correspondence or contact with Contractor (e.g., 1633 phone call, email)1634 2. Date and time response was provided1635 3. Date and time resolution was provided1636 4. Customer’s name and contact information (multiple phone numbers and email 1637 addresses)1638 5. Account address1639 6. Service address1640 7. Occupant address1641 8. Service location information including:1642 a. Number of units1643 b. Number, size, and type of Solid Waste, Organic Materials, and Targeted 1644 Recyclable Materials Containers1645 c. Collection Service Day1646 d. Route number1647 e. Backyard service status1648 f. Special Handling Service status1649 g. Bulky Item Collection history (e.g., number of annual services performed, 1650 date requested, date provided)1651 9. Service issue, Complaint, or Inquiry1652 10. Time frame stipulated for Contractor to resolve issue1653 11. Description of Contractor’s resolution of service issue or Complaint, or 1654 response to Inquiry1655 12. Date and time that Contractor’s resolution took place1656 13. CSR or Contractor’s employee identification code of employee inputting the 1657 Complaint or Inquiry1658 14. CSR or Contractor’s employee identification code of employee inputting the 1659 resolution1660 The system shall be capable of:1661 1662 Franchise Agreement for Collection Services with Recology San Mateo County Page 43 of 123 Model Agreement for Adaptation by Member Agencies 1. Providing real-time access to complete Customer contact history from the 1663 commencement of service in 2011;1664 2. Providing Agency and SBWMA the capacity to submit work orders (e.g., 1665 specifying the Inquiry, Complaint, or request for service) electronically directly 1666 to Contractor using Contractor’s web-based software;1667 3. Documenting non-Collection events including problem description and 1668 resolution;1669 4. Tracking non-Collection events necessary to fulfill the requirements in Section1670 8.02(F); and,1671 5. Fulfilling Customer service reporting requirements as specified in Article 9.1672 E.Monthly Meetings with Agency. If requested, Contractor shall meet monthly with 1673 Agency to discuss compliance with the Customer service standards specified in this 1674 Section 7.02, Attachment I (Performance Incentives and Disincentives), and 1675 Attachment J (Liquidated Damages). 1676 F.Quality Assurance Program.Each month Contractor’s Customer service 1677 representatives shall contact by telephone a minimum of two hundred (200) 1678 Customers within the SBWMA Service Area to inquire about the quality of their 1679 Customer service experience when interacting with the Contractor’s Customer 1680 service center. The Customers contacted shall be (i) representative of different 1681 Service Sectors, (ii) distributed among Member Agencies, and (iii) selected from 1682 among Customers that have recently contacted the Contractor via phone and spoke 1683 live with a Customer service representative. The Customers contacted each day 1684 shall be randomly selected from the pool of Customers that contacted the 1685 Contractor the prior Business Day and such calls shall be evenly distributed (e.g., 1686 approximately 12 to 13 calls per Business Day) throughout the month with some 1687 exceptions as follows: calls will be made during non-peak call volume days (i.e., 2nd,1688 3rd, and 4th weeks after billing); and no calls will be made immediately after a 1689 holiday. When placing the calls, the Contractor will use a standardized survey that 1690 will be completed during the phone interview of the Customer. If a message is left 1691 with the Customer, the message left by the Contractor shall direct the Customer to 1692 complete an online survey. Both survey instruments (for phone interviews and 1693 online survey) shall have similar questions and be subject to approval by the 1694 SBWMA. Contractor employees placing the calls shall not be the same employee 1695 that spoke to the Customer the prior Business Day; Contractor employees shall be 1696 calling Customers that another employee spoke to the prior Business Day.1697 Customer service representatives shall ask about (i) Customers’ satisfaction with 1698 Solid Waste, Recyclable Materials, Organic Materials, and Bulky Item Collection 1699 services, (ii) Customers’ satisfaction of the Customer service experience when 1700 interacting with the Contractor’s Customer service department, and, (iii) Customer’s1701 suggestions for opportunities to improve service. The quality assurance program 1702 reporting requirements are specified in subsection 9.05.G.1703 G.Preprogrammed Call Transfer.Contractor shall maintain the ability to provide 1704 preprogrammed call transfer service to Agency. With this communications feature 1705 in place, when a Customer calls Contractor about an issue or concern that pertains 1706 to Agency but is not related to Collection services provided by Contractor,1707 Contractor shall immediately transfer the phone call to the offices of Agency through 1708 Franchise Agreement for Collection Services with Recology San Mateo County Page 44 of 123 Model Agreement for Adaptation by Member Agencies a dedicated telephone line designated by Agency. The call transfer shall be1709 seamless, and appear to the Customer as if Contractor were transferring the call 1710 internally.1711 H.Customer Service Operations Plan. Contractor shall annually submit its 1712 Customer service operations plan. The Customer service operations plan shall 1713 describe how Contractor uses its customer relationship management system, linked 1714 to on-board GPS tracking system, to share real-time information between 1715 Customers, drivers, customer service representatives, managers, and SBWMA and 1716 Agency staff. The plan will provide details on how Contractor automatically detects1717 and records information on each Customer pickup, real-time transmission of service 1718 extras, blocked cars, safety notes, and exceptions to service.1719 7.03 PUBLIC EDUCATION AND PROMOTION1720 Contractor and Agency agree that all public education activities will be a collaborative 1721 effort among the SBWMA, Agency, and Contractor. Contractor shall be responsible for 1722 ensuring that its Customers consistently receive a high level of service and 1723 responsiveness.1724 A.General. Contractor acknowledges and agrees that education and public 1725 awareness are critical and essential elements of any effort to achieve diversion. 1726 Contractor shall educate Residential and Commercial Customers on the following: 1727 (i) the benefits of source reduction, reuse, Recycling, and Composting and related 1728 program opportunities; (ii) proper handling of Hazardous Waste; (iii) specific 1729 services offered by the Contractor; and (iv) Rates for Collection services. The 1730 public education program shall include distribution of public education materials 1731 when Collection services are changed during the Term; and when new Collection 1732 services are implemented during the Term. In addition, the public education 1733 program shall include on-going education activities throughout the Term.1734 Educational materials that SBWMA will pay for, produce and jointly distribute, shall 1735 include, but not be limited to, those listed in Section 7.03(D).1736 B.Three-Year Public Education and Recycling Technical Assistance Plan. The 1737 SBWMA, Member Agencies, and Contractor shall cooperate to prepare a joint 1738 Public Education and Recycling Technical Assistance Plan every three (3) years1739 (Three-Year Plan). The Three-Year Plan will be an SBWMA-wide plan; therefore, 1740 separate plans will not be prepared for each Member Agency. Generally, the Three-1741 Year Plan will focus on coordinating public education and recycling technical 1742 assistance efforts and making efficient use of each Party’s available resources in 1743 those areas. In the case of Contractor, the process may and potentially result in 1744 modifying Contractor’s activities through a reallocation of Waste Zero Specialists’1745 staff time and public education and outreach resources, to the extent they can be 1746 reallocated without causing the Contractor to default in performance of its 1747 expressed obligations under this Agreement.1748 The Parties shall cooperate to finalize the Three-Year Plan on or before January 11749 of Rate Years Eleven (2021), Fourteen (2024), Seventeen (2027), Twenty (2030),1750 Twenty-three (2033) and, if the Term is so extended, Twenty-six (2036) and 1751 Twenty-nine (2039). SBWMA and Contractor shall jointly develop a schedule for 1752 preparation of the Plan, which shall involve the following elements:1753 Franchise Agreement for Collection Services with Recology San Mateo County Page 45 of 123 Model Agreement for Adaptation by Member Agencies 1. Public Education Plan. Working collaboratively with the Contractor, SBWMA 1754 will develop, and the Contractor shall review, the first section of the Three-Year 1755 Plan, which shall include a detailed list of public education activities to be 1756 undertaken by SBWMA and Contractor for the coming three (3) Rate Years.1757 The plan shall list each public education piece or activity (e.g., newsletters, Bill 1758 inserts, flyers, newspaper advertisements, website enhancements, etc.) to be 1759 prepared or conducted in the coming three (3) Rate Years, the purpose of the 1760 piece, the key subject(s) to be covered, the anticipated date of 1761 issuance/completion, performance standards, and quarterly reporting 1762 requirements. In addition, the plan shall list all Community Events for each 1763 Member Agency that the Contractor plans to attend and the public education it 1764 intends to provide at each such event (e.g., exhibit at Earth Day Event, 1765 Chamber of Commerce meetings, etc.) in the three (3) coming Rate Years.1766 2. Recycling Technical Assistance Plan. Working collaboratively with the SBWMA,1767 Contractor shall develop a draft of the second section of the Three-Year Plan, 1768 which shall include a detailed list of Commercial, Mixed Use, and Multi-Family1769 Recycling technical assistance activities to be undertaken by Waste Zero 1770 Specialists for the coming three Rate Years, the objectives of such activities, 1771 specific performance standards for the activities, the anticipated time frames for 1772 completion, the distribution of such activities across Member Agencies, 1773 quarterly reporting requirements, and any specific actions to be undertaken to 1774 meet the specific needs of one or more Member Agencies. Pursuant to 1775 Sections 7.04 and 7.13, SBWMA may request an adjustment in the staffing 1776 level for the Waste Zero Specialists.1777 3. Plan Review. SBWMA shall coordinate with the Member Agencies to seek 1778 input on the Three-Year Plan. After Member Agencies have provided their 1779 input, the Contractor shall provide the SBWMA with its final comments for both 1780 sections of the Three-Year Plan two (2) weeks after receiving the revised draft 1781 of the plan.1782 4. Completion of Plan Activities. During each Rate Year, the SBWMA, Agency, 1783 and Contractor shall each complete all elements and tasks specified in the 1784 Three-Year Plan that it has agreed to perform, in accordance with the schedule 1785 and budget presented in the Three-Year Plan. The Agency or SBWMA may, by1786 providing written approval to Contractor, waive or postpone completion of any 1787 requirement of Contractor stated in the Three-Year Plan (it being understood 1788 that such right of Agency shall only apply to activities within Agency’s Service 1789 Area). Waste Zero Specialists shall be dedicated to performing services for the 1790 SBWMA and Member Agencies and Customers within the SBWMA Service 1791 Area. Their main focus shall be on performing the tasks identified in the Public 1792 Education and Recycling Technical Assistance Plan. In addition to the tasks1793 defined in the Public Education and Recycling Technical Assistance Plan,1794 Agency recognizes that Waste Zero Specialists will participate in Contractor’s 1795 employee programs such as company training programs, occasional staff 1796 meetings, and other activities, provided that such participation is 1797 commensurate with their position. 1798 C.Content and Production Requirements. The SBWMA will prepare all public 1799 education materials and request that they be reviewed by Contractor prior to 1800 production. Contractor shall review and comment on the materials within two (2) 1801 Franchise Agreement for Collection Services with Recology San Mateo County Page 46 of 123 Model Agreement for Adaptation by Member Agencies weeks of request from the SBWMA or Agency. Bill inserts shall be designed and1802 produced by the SBWMA with review and comment by Contractor, and approval 1803 from the Agency.1804 The public education materials shall emphasize use of visual/graphic images as 1805 much as practical. Furthermore, the materials shall include a clear listing of 1806 program participation parameters and targeted materials.1807 All public education materials shall be printed on paper containing the highest levels 1808 of recycled-content material reasonably practical. 1809 The SBWMA shall develop a multi-lingual approach to preparing all public education 1810 materials, and all public education materials shall be provided in both English and 1811 Spanish.1812 D.SBWMA and Agency Responsibilities1813 SBWMA shall take primary responsibility for implementation of the public education 1814 and outreach campaign that will be used to announce changes in Collection 1815 services. Development of the public education and promotion strategy and 1816 implementation schedule will be a collaborative process among Contractor, 1817 SBWMA, and Agency.1818 The SBWMA and Agency’s responsibilities with regard to public education and 1819 promotion activities shall include, but not be limited to, the following:1820 1. Provision of public education to SFD, MFD, Commercial, and Agency Facility1821 Customers with a broad focus on waste prevention, reuse, and Recycling.1822 2. Preparation and distribution of newsletters for all SFD and MFD Occupants, at 1823 frequency determined by SBWMA or Agency.1824 3. Preparation and distribution of Multi-Family Dwelling toolkits for MFD complex 1825 Owners and managers.1826 4. Purchase of desk-side and other interior Targeted Recyclable Materials and 1827 Organic Materials receptacles for Commercial Customers.1828 5. Purchase of Recycling Tote-Bags for distribution to MFD complexes.1829 6. Preparation and distribution of an electronic newsletter for the Commercial 1830 sector and MFD complex managers.1831 7. Preparation and provision of outreach materials to schools.1832 8. Development and maintenance of SBWMA website.1833 9. Production of decals for Used Motor Oil jugs.1834 10. Production of Household Battery and Cell Phone Recycling bags.1835 11. Each Rate Year, SBWMA shall develop and produce the following Bill inserts 1836 (for distribution by Contractor):1837 a. Annual On-Call Collection Services Collection notice (one (1) SFD Solid 1838 Waste Bill insert).1839 b. Annual Holiday Tree Recycling notice (separate for SFD and MFD - two 1840 (2) Solid Waste Bill inserts).1841 c. Annual “Reduce Holiday Packaging” notice (one (1) SFD and MFD Solid 1842 Waste Bill insert).1843 Franchise Agreement for Collection Services with Recology San Mateo County Page 47 of 123 Model Agreement for Adaptation by Member Agencies d. Twice annual compost giveaway notice (two (2) SFD and MFD Solid 1844 Waste Bill inserts).1845 e. Twice annual Commercial Recycling notice (two (2) Commercial Solid 1846 Waste Bill inserts).1847 f. Annual Commercial Recycling awards notice (one (1) Commercial Solid 1848 Waste Bill insert).1849 12. If Agency or SBWMA requests distribution of additional Bill inserts, SBWMA or 1850 Agency shall develop and produce the Bill inserts.1851 13. Prepare and manage press releases.1852 E.Contractor Responsibilities.Contractor will be required to provide the following 1853 services: 1854 1855 1. Actively collaborate with Agency and SBWMA on the public education strategy 1856 and development of materials.1857 2. Distribute public education and promotion materials to new Customers during 1858 the Term.1859 3. Provide public education door hangers, posters, and other promotional 1860 materials to Multi-Family Dwelling Customers during the Term.1861 4. Deliver Recycling Tote-Bags to MFD complexes.1862 5. Deliver desk-side and other interior Targeted Recyclable Materials and Organic 1863 Materials receptacles for Commercial Customers and Agency Facilities.1864 6. Produce and deliver non-collection notices, in both English and Spanish. The 1865 format and content of the non-collection notices must be approved in advance 1866 by Agency and SBWMA.1867 7. Affix Used Motor Oil Recycling decals to jugs for inclusion in Used Motor Oil 1868 Recycling kits.1869 8. Assemble and deliver Used Motor Oil Recycling kits upon request from SFD 1870 Customers. Kits must be provided to Customer within five (5) Business Days of 1871 Customer request.1872 9. If approved by Agency, deliver Household Battery and Cell Phone Recycling 1873 bags upon request from Customers. Bags must be provided to Customer within 1874 five (5) Business Days of Customer request.1875 10. Staff a booth at local public events and distribute promotional and educational 1876 materials.1877 11. Coordinate with SBWMA regarding SBWMA student tours at Shoreway1878 Environmental Center; make classroom presentations upon request; provide 1879 school activities for students about the 4Rs.1880 12. Conduct presentations at community meetings, service clubs, senior centers,1881 and neighborhood associations.1882 13. Promote recycling and organics Collection programs on the sides of Collection 1883 and route supervisors’ vehicles. These advertising campaigns must be 1884 approved in advance by Agency and SBWMA.1885 Franchise Agreement for Collection Services with Recology San Mateo County Page 48 of 123 Model Agreement for Adaptation by Member Agencies 14. Each Rate Year insert with its Bills, up to twelve (12) Solid Waste Bill inserts 1886 produced by SBWMA or Agency. A total of nine (9) Bill inserts are specified in 1887 subsection D above.1888 15. If Agency has specified a post card Bill format, the notices described as "Bill1889 inserts" shall be separately mailed by Contractor. In addition, if Bills (in1890 whatever format) are mailed at intervals that do not accommodate the timely 1891 distribution of the specified notices, notices shall be separately mailed as 1892 necessary by Contractor. Agency shall reimburse Contractor for any postage 1893 fees paid by Contractor to conduct such separate mailings. 1894 16. Contractor’s outreach and education material shall place a strong emphasis on 1895 Recycling and reuse, encouraging Customers to take advantage of donation 1896 opportunities offered by local non-profit organizations such as the Society of St. 1897 Vincent de Paul, Goodwill Industries, and the Salvation Army. In addition, 1898 Contractor shall promote other resources for reuse, such as the Freecycle 1899 NetworkTM, an online resource for the free and local exchange of goods, the 1900 Resource Area for Teachers (RAFT), local schools, and other community 1901 organizations that are in need of reusable goods.1902 17. Upon request by Agency, Contractor shall promote its services to Customers 1903 using Agency’s email distribution list or an email distribution list authorized by 1904 Agency.1905 18. As appropriate, Contractor shall request SBWMA or Agency to issue press 1906 releases related to programs, and, upon request, provide draft content for such 1907 press releases.1908 F.Reserved1909 G.Meeting Requirements1910 Upon request from Agency or SBWMA, the general manager or his/her designee is 1911 required to meet quarterly, and more frequently if necessary, with Agency and/or 1912 SBWMA staff to review public education and promotion activities. In addition, the 1913 general manager or his/her designee shall be required to represent Contractor at all 1914 monthly SBWMA Board of Director meetings.1915 H.Agency Rights1916 Contractor acknowledges that the public education and promotion activities listed 1917 are critical to the success of Agency’s diversion performance relative to the Act and 1918 other State legislation/regulations (such as, but not limited to, AB 341, AB 1594, AB 1919 1826, SB 1061, and SB 1383). As such, Contractor acknowledges Agency’s rights 1920 to the following:1921 1. Contractor shall make available to Agency and SBWMA all public educational 1922 materials used by Contractor, which Agency and SBWMA shall approve prior to 1923 their use;1924 2. Agency and SBWMA shall retain the right to modify, expand, or reduce the 1925 minimum public education requirements;1926 3. Agency may require Contractor to work with a public education consultant 1927 selected by Agency or the SBWMA;1928 4. Agency may perform, or request that the SBWMA perform on its behalf, the 1929 public education efforts assigned to the Contractor; and,1930 Franchise Agreement for Collection Services with Recology San Mateo County Page 49 of 123 Model Agreement for Adaptation by Member Agencies 5. Agency or SBWMA may provide additional, supplemental public education 1931 materials as it deems appropriate.1932 I.Reporting Requirements1933 Contractor shall prepare and submit reports related to its public education activities 1934 as provided in Article 9.1935 J.Service Notice1936 Contractor shall periodically prepare and distribute to each Customer a notice listing 1937 Agency-approved Rates for standard Collection services, Agency-approved 1938 Charges for other services, annual Holiday Collection Schedule, and a general 1939 summary of services required under this Agreement to be provided Customers and 1940 optional services which may be furnished by Contractor. Such notice shall be 1941 approved by the Agency prior to distribution.1942 7.04 COMMERCIAL RECYCLING PROMOTION PROGRAM1943 A.Commercial Recycling Promotion Program Staff.Contractor shall maintain a 1944 Commercial Recycling promotion program staff that will be primarily responsible for 1945 supporting Commercial, Mixed Use Building, and Multi-Family Dwelling Accounts 1946 and Agency Facilities Recycling-related and Organics-related Collection services. 1947 The Commercial Recycling promotion staff for the SBWMA Service Area shall 1948 consist of Waste Zero Specialists (recycling coordinators), as specified in 1949 Attachment O. 1950 Contractor shall notify Agency and SBWMA within ten (10) Business Days if any of 1951 the Waste Zero Specialists resigns or is terminated from employment, and shall use 1952 reasonable good faith efforts to initiate recruitment of the position within thirty (30) 1953 days. 1954 If Contractor has one or more Waste Zero Specialist positions unfilled, as approved 1955 in the Three-Year Recycling Technical Assistance Plan, for more than ninety (90) 1956 Days, Contractor and SBWMA shall meet and confer regarding the reasons for the 1957 difficulty in filling the position(s) and ways to remedy the employment gap. In 1958 addition, Contractor shall reimburse Agency for the cost of each such unfilled 1959 position for the period exceeding ninety (90) Days. The Contractor shall calculate 1960 the cost reimbursement for the unfilled position(s) including the avoided cost of 1961 wages, benefits, payroll taxes, and workers compensation insurance, for such 1962 position and shall provide supporting documentation justifying its cost 1963 reimbursement calculations. Such reimbursement shall be made as a deduction to 1964 Contractor’s Compensation through the annual Contractor’s Compensation1965 adjustment process described in Article 11 and Attachment K. 1966 SBWMA reserves the right to request an increase or decreases in the number of 1967 Waste Zero Specialists. Such a change shall be considered an Agency-directed 1968 change in service and handled in accordance with provisions in Section 15.12.1969 B.Signs and Placards. Contractor shall be responsible for preparing, distributing, 1970 and posting signs at Commercial Collection Premises that promote Targeted 1971 Recyclable Materials and Organic Materials Collection services, describe the 1972 program requirements, and identify allowable and prohibited types of materials for 1973 Collection. At a minimum, the signs or placards shall be durable and weather 1974 Franchise Agreement for Collection Services with Recology San Mateo County Page 50 of 123 Model Agreement for Adaptation by Member Agencies resistant, and affixed in the Container areas. Upon request from Customer, 1975 Contractor shall provide signs and Container labeling in a second language such 1976 as, but not limited to, Spanish. Within ten (10) Business Days of a Customer’s 1977 request, Contractor shall provide extra signs for use in areas such as employee 1978 training areas, break rooms, kitchens, and janitorial areas at Commercial Premises.1979 The design of all signs and placards shall be approved by Agency or SBWMA prior 1980 to distribution by Contractor.1981 C.Community Events. At the direction of the Agency or SBMWA, Contractor shall 1982 participate in and promote diversion techniques at Community Events and local 1983 activities. Participation includes providing educational and public outreach 1984 information and promotional giveaways in an effort to promote the Agency’s waste 1985 reduction and recycling program goals. Each year the Community Events that 1986 Contractor agrees to participate in shall be outlined in the Three-Year Public 1987 Education Plan described in Section 7.03.B. Attachment C presents a preliminary 1988 list of the Community Events, which may be modified annually through the 1989 development of the Three-Year Public Education Plan, as described in Section 1990 5.08.1991 D.Notification to Commercial Customers. Immediately upon request from a new or 1992 current Customer for new or changes in service, Contractor shall notify Customer by 1993 phone or email of the Targeted Recyclable Materials and Organic Materials 1994 Collection services offered by Contractor. Such notification shall be made available 1995 in English and Spanish.1996 E.Targeted Commercial Recycling Promotion.To assist Customers in maximizing 1997 participation in Recyclable Materials and Organic Materials Collection programs, 1998 Contractor shall provide Commercial Customers with on-site waste assessments1999 based on visual assessment of Collection Containers and technical assistance in 2000 selecting appropriate service levels. In providing such assistance, Contractor shall 2001 follow the Three-Year Recycling Technical Assistance Plan described in Section 2002 7.03.B, which will include details on the type of Commercial Recycling technical 2003 assistance promotion and the number of waste assessments for Customers to be 2004 provided in Agency’s Service Area. For all other Commercial Customers not 2005 specified in the Three-Year Plan, Contractor shall provide technical assistance as 2006 needed or requested and visual on-site Collection Container assessments.2007 Contractor shall document the names of the Customers receiving the waste2008 assessments, the date of the assessment, the Solid Waste, Source Separated or 2009 Targeted Recyclable Materials, or Organic Materials service levels at the time of the 2010 assessment, and recommended changes to service level(s). Upon request, 2011 Contractor shall provide details of waste assessments to Agency or SBWMA. 2012 F.Enclosure Specifications. Contractor shall work with the Agency to develop 2013 standard specifications for Collection Container enclosures at Multi-Family 2014 Residential Complexes, Mixed Use Buildings, and Commercial Premises to ensure 2015 that Container enclosures have adequate space and suitable configuration to allow 2016 the Contractor to safely and efficiently service the Containers. The enclosure 2017 specifications shall require provision of adequate space for Solid Waste, Targeted 2018 Recyclable Materials, and Organic Materials Collection Containers. Contractor2019 provided the enclosure specifications to the Agency on or before the effective date 2020 of the 2009 Franchise Agreement and shall be required to update these 2021 specifications as frequently as needed or as requested by Agency.2022 Franchise Agreement for Collection Services with Recology San Mateo County Page 51 of 123 Model Agreement for Adaptation by Member Agencies G.Plan Review. Contractor shall review plans for land use or property developments, 2023 upon request of the Agency, to assess the adequacy of Container enclosure space 2024 allowances for Solid Waste, Recyclable Materials, and Organic Materials Collection 2025 Containers and the accessibility of Containers by Collection vehicles. The 2026 Contractor’s review shall be completed by the Contractor within ten (10) Business 2027 Days of request by Agency and receipt of the project design drawings. If site 2028 conditions warrant, the Contractor shall conduct a site visit of the proposed property 2029 to complete its evaluation. The Contractor’s review shall be summarized in a letter 2030 report that states acceptability of the proposed enclosure arrangements or notes 2031 specific changes that are required to comply with the enclosure specification. The 2032 letter report shall be signed by the Person that conducted the review, or designee,2033 on behalf of the Contractor. This review shall include, but not be limited to: 2034 1. Adequacy of the Container enclosure space to store Containers for the 2035 anticipated volume of Solid Waste, Targeted Recyclable Materials, and Organic 2036 Materials generated by a development of the size and purpose contemplated;2037 2. Adequacy of Container enclosure space to store Containers for Solid Waste, 2038 Targeted Recyclable Materials, and Organic Materials in a fashion that allows 2039 for the greatest possible diversion of materials; and,2040 3. Adequacy and accessibility of the Container enclosure space for Contractor to 2041 safely and efficiently service all Containers in the contemplated service 2042 locations taking into account the dimensions of the enclosure space, the 2043 access road dimensions, parking arrangements, pedestrian traffic, change in 2044 elevation, other site considerations, and Collection vehicle capabilities.2045 H.Reporting.Contractor shall prepare and submit reports related to the Commercial 2046 Recycling promotion program as provided in Article 9.2047 I.Mandatory Commercial Recycling Assistance to Agency.Contractor shall 2048 assist Agency and SBWMA with implementing, monitoring, and reporting on2049 Commercial, Mixed Use, and MFD Customers’ compliance with requirements for 2050 Recyclable Materials and Organic Materials diversion under AB 341, AB 1826, or2051 other similar Applicable Law. Upon Agency’s reasonable request and in accordance 2052 with Section 9.09.E, Contractor shall provide Agency with periodic reports on2053 Commercial, Mixed Use, and MFD Customers that do not appear to be complying2054 with State or local diversion regulations, policies, or requirements of, based on the 2055 observations of Contractor’s employees and/or subscription data.2056 7.05 MULTI-FAMILY RECYCLING PROMOTION PROGRAM2057 A.Multi-Family Dwelling Promotion. Contractor shall provide Waste Zero 2058 Specialists to work directly with Owners or property managers of Multi-Family 2059 Residential Complexes to implement the Single-Stream Targeted Recyclable 2060 Materials and Organic Materials Collection services, and to assess Customer 2061 service for all Multi-Family Residential Complexes. The Multi-Family complexes 2062 that Contractor shall visit each year and the outreach activities that shall be 2063 performed shall be outlined in the Three-Year Recycling Technical Assistance Plan 2064 described in Section 7.03.B and approved by the Agency and SBWMA. The 2065 Contractor’s implementation activities may include, but shall not be limited to, the 2066 following types of tasks for Multi-Family Residential Complexes that subscribe to 2067 Franchise Agreement for Collection Services with Recology San Mateo County Page 52 of 123 Model Agreement for Adaptation by Member Agencies Single-Stream Targeted Recyclable Materials and/or Organics Materials Collection 2068 services:2069 1. Site Assessments. Contractor shall contact or meet in person with Owner or 2070 property manager to explain the Single-Stream Targeted Recyclable Materials2071 and/or Organics Materials Collection program of Multi-Family Residential 2072 Complexes containing five (5) or more Residential units to determine the 2073 appropriate number and type of Solid Waste and Recyclable Materials 2074 Containers and the frequency of Collection. As part of its standard Collection 2075 Services, Contractor shall provide Containers for Organics Material such as 2076 Food Scraps, compostable paper, and Plant Materials, and Single-Stream 2077 Targeted Recyclable Materials or Source Separated Targeted Recyclable 2078 Materials such as newspaper, cardboard, mixed paper, glass, aluminum, etc. 2079 depending on the needs of the Multi-Family Residential Complex. If practical, 2080 Contractor shall locate the Solid Waste, Recyclable Materials, and Organic 2081 Materials Containers in the same area so tenants carry materials to one 2082 location. Contractor shall also offer Recyclable Materials Carts for use in the 2083 mail area of the Premises. A site assessment shall be conducted by 2084 Contractor when Targeted Organics Materials or Recyclable Materials 2085 Collection services are initially provided at a Multi-Family Residential Complex, 2086 and as requested by Customer or deemed necessary by Contractor throughout 2087 the Term of this Agreement.2088 2. Service Level Adjustments.Within five (5) Business Days of completing the 2089 site assessment or receiving a request from a Customer, Contractor shall 2090 adjust the Customer’s service level by providing any Solid Waste, Recyclable 2091 Materials, and/or Organic Materials Containers needed for change in service, 2092 removing unneeded Containers, and revising the Customer’s service level in 2093 the Billing system to reflect the monthly Rate for the new service level. At the 2094 time new Containers are delivered or existing Containers are removed, the 2095 Contractor shall confirm that all Containers are properly labeled and shall 2096 provide public education signage for the Container areas and extra signs for 2097 public and common areas such as mail and laundry rooms, etc.2098 3. Distribution of Public Education Materials.Contractor shall provide Owner or 2099 property manager with education materials developed by Agency, SBWMA or 2100 Contractor, which describe the requirements of the Recyclable Materials and/or 2101 Organic Materials Collection program (as applicable), including flyers, door 2102 hangers and Recycling Tote-Bags for distribution to tenants, signage for 2103 common areas such as mail rooms and laundry rooms, Kitchen Pails, and 2104 move-in kits for new tenants.2105 B.Notification to Multi-Family Dwelling Customers. Upon request from a new or 2106 current Customer for new or changes in service, Contractor shall notify the 2107 Customer by mail or email of the Targeted Recyclable Materials and Organic 2108 Materials Collection services offered by Contractor. Such notification shall be made 2109 available in English and Spanish. 2110 C.Signs and Placards. Contractor shall be responsible for preparing, distributing, 2111 and posting signs and placards at Multi-Family Dwelling Premises that promote 2112 Targeted Recyclable Materials and Organic Materials Collection services, describe 2113 the program requirements, and identify allowable and prohibited types of materials 2114 Franchise Agreement for Collection Services with Recology San Mateo County Page 53 of 123 Model Agreement for Adaptation by Member Agencies for Collection. At a minimum, these signs shall be durable, weather resistant and 2115 posted in the Container areas. Upon request of the Customer, Contractor shall 2116 provide signage and Container labeling in a second language such as, but not 2117 limited to, Spanish. Within ten (10) Business Days of a Customer’s request, 2118 Contractor shall provide extra signage for use in areas such as laundry and mail 2119 rooms at Multi-Family Residential Complexes. The design of all signs and placards 2120 shall be approved by Agency or SBWMA prior to distribution by Contractor.2121 7.06 WASTE GENERATION/CHARACTERIZATION STUDIES2122 Contractor acknowledges that Agency may perform Solid Waste, Recyclable Materials, 2123 and/or Organic Materials generation and characterization studies periodically to 2124 determine the composition and Contamination Levels of Collected materials. Contractor 2125 agrees to participate and cooperate with SBWMA and Agency and its agents and to 2126 accomplish studies and data collection and prepare reports, as needed, to determine 2127 weights and volumes of Solid Waste, Targeted Recyclable Materials, Plant Materials,2128 and Organic Materials and characterize materials generated, Disposed, transformed, 2129 diverted, or otherwise handled/processed to satisfy requirements of the Act and other 2130 State legislation/regulations (such as, but not limited to, AB 341, AB 1594, AB 1826, SB 2131 1061, and SB 1383). Contractor shall also facilitate visual audits of Multi-Family 2132 Dwelling, Commercial, and Agency Cart and Bin service accounts. The visual audits will 2133 entail tipping the contents of Customers’ Containers on the tipping floor at the 2134 Designated Transfer and Processing Facility and visually observing and documenting 2135 the contents (without pursuing a detailed weight-based characterization study). The 2136 materials will then be processed at the Designated Transfer and Processing Facility.2137 Contractor shall be required to facilitate said visual audits at the request of Agency; 2138 however, the annual total quantity of requests for visual audits for each Service Sector 2139 shall be limited to ten percent (10%) of the total number of accounts for each Service 2140 Sector.2141 The SBWMA will use the Contamination Measurement Procedures set forth in 2142 Attachment E, to determine the Contamination Levels of single loads of materials 2143 delivered to the Designated Transfer and Processing Facility.2144 7.07 PROGRAM EVALUATION2145 The Agency may require the Contractor to periodically conduct audits of the Residential 2146 and Commercial Solid Waste, Targeted Recyclable Materials, and Organic Materials 2147 Collection programs to assess one (1) or more of the following performance indicators: 2148 average volume of Targeted Recyclable Materials per set-out per Customer, average 2149 volume of Organic Materials per set-out per Customer, participation level (i.e., number of 2150 Customers setting out Containers per week), Contamination Levels, etc. Contractor 2151 shall perform up to five (5) Days of route auditing, at no additional cost to Customers and 2152 shall not bill Agency for such services, once per calendar year. Prior to the program 2153 evaluation audit, Agency and Contractor shall meet and discuss the purpose of the audit 2154 and agree on the method, scope, and data to be provided by the Contractor. If Agency 2155 requires more than five (5) Days of auditing for the purposes of program evaluation, the 2156 activity shall be considered an Agency-directed change in scope and handled in 2157 accordance with provisions in Section 15.12.2158 If the Contractor does not Collect Multi-Family Dwelling Solid Waste, Targeted2159 Recyclable Materials, and Organic Materials using dedicated Collection vehicles, 2160 Franchise Agreement for Collection Services with Recology San Mateo County Page 54 of 123 Model Agreement for Adaptation by Member Agencies thereby precluding regular and accurate reporting of the Tonnage of Solid Waste, 2161 Targeted Recyclable Materials, and Organic Materials Collected from Multi-Family 2162 Residential Complexes, the Agency may require the Contractor to conduct a semi-2163 annual or annual Tonnage assessment that involves separately Collecting, weighing, 2164 and reporting Multi-Family Dwelling Solid Waste, Targeted Recyclable Materials, and 2165 Organic Materials to quantify Tonnage Collected during a given week. This assessment 2166 shall be performed by Contractor at no additional cost to Customers and shall not bill2167 Agency for such services.2168 If the Agency wants to collect program data, perform field work, conduct route audits to 2169 investigate Customer participation levels and set-out volumes, and/or evaluate and 2170 monitor program results related to Solid Waste, Targeted Recyclable Materials, Organic 2171 Materials, Bulky Items, and abandoned waste Collected in the Agency by the Contractor, 2172 the Contractor shall cooperate with the Agency and its agent(s), which may include the 2173 SBWMA and its consultants.2174 7.08 PROVISION OF EMERGENCY SERVICES2175 Contractor shall provide emergency services at the Agency’s request in the event of 2176 major accidents, disruptions, or natural calamities. Emergency services may include, 2177 but are not limited to: assistance handling, salvaging, processing, composting, or 2178 Recycling materials; or Disposing of Solid Waste following a major accident, disruption, 2179 or natural calamity. Contractor shall be capable of providing emergency services within 2180 twenty-four (24) hours of notification by the Agency or as soon thereafter as is 2181 reasonably practical in light of the circumstances. Emergency services which exceed 2182 the Contractor’s obligations shall be compensated in accordance with Article 11. If 2183 Contractor cannot provide the requested emergency services, the Agency shall have the 2184 right to temporarily take possession of the Contractor’s equipment for the purposes of 2185 providing emergency services in accordance with Article 12.2186 7.09 MFD AND COMMERCIAL RECYCLING BLITZ2187 Upon Agency’s request, Contractor shall provide a Recycling Blitz outreach program that 2188 will target Multi-Family Dwelling, Mixed Use, and Commercial Customers as needed.2189 Such a change shall be considered an Agency-directed change in scope and handled in 2190 accordance with Section 15.12. As part of the Recycling Blitz, Contractor may be 2191 required to offer to provide Single-Stream Targeted Materials Recycling and Organic2192 Materials Collection Service to Multi-Family Dwelling and Commercial Customers that 2193 are currently receiving limited or no Recycling or Organic Materials Collection service.2194 The promotional materials, messages, and communications used by Contractor to 2195 support Recycling Blitz activities shall be developed collaboratively with the SBWMA and 2196 Agency and production of materials shall be paid for by Contractor and shall not bill2197 Agency for such services or SBWMA. All promotional materials used by Contractor shall 2198 be authorized by the SBWMA and Agency.2199 If Contractor is required to conduct a Recycling Blitz, Contractor shall form a Recycling 2200 Blitz team, utilizing the Waste Zero Specialists, to assist in this promotion campaign. The2201 focus of the Recycling Blitz program shall be on Customers that are either not currently 2202 Recycling or diverting Organic Materials, or have only limited service. The Recycling 2203 Blitz team shall work with Customers to expand Collection of Targeted Recyclable and 2204 Organic Materials and make recommendations for reduced Solid Waste Container sizes 2205 Franchise Agreement for Collection Services with Recology San Mateo County Page 55 of 123 Model Agreement for Adaptation by Member Agencies and/or frequency of Solid Waste Collection service. Contractor shall work collaboratively 2206 with the SBWMA and Agency.2207 7.10 CARBON FOOTPRINT MEASURING2208 Contractor shall annually file its emissions data with the California Climate Action 2209 Registry (CCAR). Upon request of Agency or SBWMA, Contractor shall provide 2210 emissions data filed with CCAR; a description of Contractor’s carbon footprint; and, 2211 a description of Contractor’s activities both planned and implemented to reduce its 2212 carbon footprint for the previous calendar years.2213 7.11 ENVIRONMENTAL MANAGEMENT PROGRAM2214 Contractor shall implement and maintain an environmental management program 2215 combining several elements to minimize the environmental impacts of its operations in 2216 the Service Area. Contractor shall provide upon request from Agency a description of 2217 topics discussed at its bi-monthly environmental team roundtable and training program 2218 meeting(s) and the semiannual corporate environmental compliance staff meetings.2219 Contractor shall provide Agency access to its environmental and safety tracking system2220 (NEST) upon request. Contractor shall provide Agency copies of its internal 2221 environmental compliance audits, third-party audits, and disposition of corrective actions, 2222 within thirty (30) Days upon request from Agency.2223 7.12 ANNUAL ROUTE ASSESSMENT2224 Contractor shall conduct a route assessment of the Service Area each Rate Year. This 2225 comprehensive route assessment shall require Contractor to assess all of its Solid 2226 Waste, Targeted Recyclable Materials, and Organic Materials Collection Customers over 2227 a one (1) week period during the same month each year for the Term. The assessment2228 is intended to annually confirm and update Contractor’s data related to Customer 2229 accounts, service levels and operations, including, but not limited to: (i) number of 2230 Accounts; (ii) Customer address; (iii) number and type of Containers at each Account;2231 and (iv) Collection frequency of each Container at each Account; (v) Bin and Cart lifts; 2232 (vi) Drop Box pulls; (vii) service stops; (viii) route hours per year; and (ix) Tonnage 2233 Collected. All service level information related to lifts and pulls shall be derived in part 2234 from Contractor’s database management system. All route labor hours shall be based 2235 on total route hours for routes exclusive to each Agency and Tonnage information shall 2236 be based on actual Tons Collected. For routes that service more than one Agency, the 2237 Tonnage Collected on these routes and total route hours shall be allocated to the 2238 respective Agencies based on the type and number of accounts and service levels 2239 attributable to each Agency.2240 7.13 RIGHT OF AGENCY OR SBWMA TO MAKE CHANGES TO OTHER SERVICES2241 A.Quarterly Review . Beginning on the Commencement Date, and on a quarterly 2242 basis thereafter, Contractor shall meet with Agency and SBWMA to discuss the 2243 services performed by the Contractor pursuant to Sections 7.03 through 7.07 2244 (“Other Services”). The purpose of the meetings will be to review the performance 2245 and results of the Other Services compared to the milestones, goals, and 2246 performance standards stated in the then-current Three-Year Public Education and 2247 Recycling Technical Assistance Plan. Contractor’s quarterly reports provided in2248 Franchise Agreement for Collection Services with Recology San Mateo County Page 56 of 123 Model Agreement for Adaptation by Member Agencies accordance with the reporting requirements of Article 9 shall be used to review 2249 performance, and Contractor shall provide other information requested by Agency 2250 or SBWMA necessary to evaluate the performance of each Other Service.2251 B.Change in Services. Agency or SBWMA may, without amending this Agreement, 2252 direct Contractor to increase or decrease the performance or scope of one or more 2253 of the Other Services. Contractor shall promptly and cooperatively comply with such 2254 direction. If such changes cause an increase or decrease in the cost of performing 2255 the Other Services, an equitable adjustment in the Contractor’s Compensation shall 2256 be made in accordance with change in service provisions in Section 15.12.2257 Contractor shall continue to perform the new or changed service while the 2258 appropriate adjustment in Contractor’s Compensation is being determined.2259 C.Additional Services. Agency or SBWMA may direct the Contractor to perform 2260 additional services pertaining to Sections 7.03 through 7.07, but not described 2261 herein, and Contractor shall provide a cost proposal in accordance with change in 2262 service provisions in Section 15.12. If the Contractor and SBWMA cannot agree on 2263 terms and conditions for such additional services within one-hundred twenty (120) 2264 Days from the date which the SBWMA first requests a proposal from Contractor to 2265 perform such services, Agency or SBWMA may perform these services itself or 2266 permit a third-party or parties other than Contractor to provide such Other Services. 2267 Contractor shall provide such third-party or parties access to and use of Facilities 2268 and Contractor information as necessary for such third-party or parties to perform all 2269 such Other Services.2270 2271 Franchise Agreement for Collection Services with Recology San Mateo County Page 57 of 123 Model Agreement for Adaptation by Member Agencies ARTICLE 82272 REQUIREMENTS FOR OPERATIONS,2273 EQUIPMENT, AND PERSONNEL2274 8.01 COLLECTION HOURS AND SCHEDULES2275 A.Hours of Collection2276 1. Residential. Residential Solid Waste, Targeted Recyclable Materials, and 2277 Organic Materials (including all such services provided to SFD and Multi-Family 2278 Dwelling Premises) shall be Collected on weekdays (i.e., Monday through 2279 Friday) between 6:00 a.m. and 6:00 p.m. exclusive of Holidays defined in 2280 Attachment A for Collection service.2281 2. Commercial, Mixed Use, and Agency Facilities. Commercial, Mixed Use, and 2282 Agency Facilities Solid Waste, Targeted Recyclable Materials, and Organic 2283 Materials shall be Collected on weekdays (i.e., Monday through Friday) 2284 between 3:00 a.m. and 6:00 p.m. and weekends (i.e., Saturday and Sunday) 2285 between 6:00 a.m. and 5:00 p.m., exclusive of Holidays specified in Attachment 2286 A for Collection service. The Agency may restrict or require modifications to 2287 hours for Collection from Commercial Premises, Mixed Use Buildings, and2288 Agency Facilities to resolve noise Complaints, and, in such case, the Agency 2289 Manager may restrict the allowable operating hours.2290 3. Commercial, Mixed Use, and Agency Facilities Exception. Collection from 2291 Commercial Premises, Mixed Use Buildings, and Agency Facilities that are 2292 two-hundred (200) feet or less from Residential Premises shall only occur 2293 between the hours of 6:00 a.m. and 6:00 p.m., Monday through Saturday and 2294 all such operations shall be in accordance with permissions provided to 2295 Contractor by Agency. The Agency may restrict or require modifications to 2296 hours for Collection from Commercial Premises, Mixed Use Buildings, and2297 Agency Facilities to resolve noise Complaints, and, in such case, the Agency 2298 Manager may restrict the allowable operating hours.2299 4. Exception. In the event of an unforeseen circumstance, the Contractor may 2300 Collect materials from Residential Premises, Commercial Premises, Mixed Use2301 Buildings, or Agency Facilities that are two-hundred (200) feet or less from 2302 Residential Premises between the hours of 3:00 a.m. and 6:00 p.m., Monday 2303 through Saturday, upon prior written approval from the Agency Manager.2304 5. Local Noise Ordinance. If an Agency ordinance regulating noise limits the 2305 hours of Collection more restrictively than the preceding subsections, the terms 2306 of the ordinance shall govern.2307 6. Modification. The Collection hours and distances set forth in Sections 8.01.A.3 2308 and 8.01.A.4 may be adjusted by mutual agreement of Agency (acting through 2309 the Agency Manager) and Contractor (acting through its General Manager), 2310 provided that the Collection hours and distances are at all times consistent with 2311 Agency ordinances.2312 Franchise Agreement for Collection Services with Recology San Mateo County Page 58 of 123 Model Agreement for Adaptation by Member Agencies B.Route Schedules.Routes over which Contractor’s vehicles travel to affect the 2313 Collection and transport of Solid Waste, Targeted Recyclable Materials, and 2314 Organic Materials shall be selected to minimize damage to Agency and private 2315 streets, and minimize inconvenience and disturbance to the public. The route 2316 schedules and routing maps shall be subject to the approval of Agency prior to 2317 Commencement of services. Contractor shall use due care to obey all traffic laws 2318 and prevent materials being transported from being spilled or scattered during 2319 transport. 2320 Contractor shall be prepared to review its operations plan outlining the Collection 2321 routes, intervals of Collection and Collection times for all materials Collected under 2322 this Agreement with the Agency or its representatives at least annually. More 2323 frequent reviews may be required if operations are not satisfactory based on 2324 documented observations or reports or Complaints. If the plan is determined to 2325 inadequately address the unsatisfactory performance as documented by 2326 observations and Complaints, the Agency may direct Contractor to revise the plan 2327 incorporating any changes into a revised plan and review said revised plan with the 2328 Agency within thirty (30) Days of the initial meeting with the Agency.2329 C.Contingency Plan. Contractor shall submit to Agency ninety (90) Days prior to 2330 Commencement Date, a written contingency plan demonstrating Contractor's 2331 arrangements to provide vehicles and personnel and to maintain uninterrupted 2332 service during breakdowns, and in case of natural disaster or other emergency, 2333 including the events described in Section 14.09.2334 8.02 COLLECTION STANDARDS2335 A.Reserved2336 B.Servicing Containers and Missed Pick-Ups2337 1. General. Contractor shall Collect the contents and return each Container to the 2338 location where the Occupant properly placed the Container for Collection. 2339 Contractor shall place the Containers upright with lids properly closed and 2340 secured. 2341 Contractor shall use due care when handling Containers. Contractor shall not 2342 throw, roughly handle, damage, or break Containers.2343 Upon Customer request, Contractor shall provide special services including: 2344 unlocking and locking Containers; accessing locked Container enclosures (e.g., 2345 with a key or combination lock); providing Container Relocation Service; and, 2346 providing Long Distance Service. Contractor shall provide these services upon2347 request from Customer and Contractor shall bill Customer at Agency-approved 2348 Charges specified in Attachment Q. Section 5.02 provides additional 2349 information on general Container service requirements, Long Distance Service, 2350 and Container Relocation Service. 2351 2. Missed Pick-Ups.When notified of a missed pick-up, Contractor shall Collect 2352 the Solid Waste, Targeted Recyclable Materials, or Organic Materials on the 2353 day the notice is received, if possible, and in all cases shall Collect the missed 2354 pick-up by 6:00 p.m. of the next Business Day following receipt of the missed 2355 pick-up notification.2356 Franchise Agreement for Collection Services with Recology San Mateo County Page 59 of 123 Model Agreement for Adaptation by Member Agencies C.New Customers and Change in Service Levels. Contractor shall deliver 2357 Containers and initiate Collection services for a new Customer within five (5) 2358 Business Days of the Customer’s request for service. If an existing Customer 2359 requests a change in the number or size of their Solid Waste, Recyclable Materials, 2360 or Organic Materials Containers and/or frequency of Collection, the Contractor shall 2361 deliver additional Containers and/or remove Containers and shall initiate changes in 2362 the Collection services within five (5) Business Days of the Customer’s request for a2363 change in service.2364 D.Separate Collection of Materials and Allocation of Agency Materials. 2365 Contractor shall separately Collect and segregate Solid Waste, Targeted2366 Recyclable Materials, and Organic Materials from each other and shall not 2367 Commingle these materials at any time during the transportation or delivery of those 2368 materials to the Designated Transfer and Processing Facility. Solid Waste, 2369 Targeted Recyclable Materials, and Organic Materials Collected in the Agency,2370 which are combined with materials Collected from other SBWMA Member 2371 Agencies, shall be allocated by Contractor to the Agency’s Collection program 2372 based on volume or Tonnage using a method approved by the Agency and 2373 SBWMA. Contractor shall not Collect materials from within Agency in the same 2374 Collection vehicles used to provide Collection service to non-SBWMA Member 2375 Agencies, unless provided written approval by Agency.2376 E.Setout Instructions to Customer. Contractor shall instruct Customers as to any 2377 preparation of Solid Waste, Targeted Recyclable Materials, or Organic Materials 2378 and the proper placement of Containers. If Customers are not adhering to 2379 Contractor’s instructions, Contractor shall notify such Customers in writing. In 2380 cases of extreme or repeated failure to comply with the instructions, Contractor may 2381 decline to pick-up the Targeted Recyclable Materials or Organic Materials provided2382 that Contractor leaves an adequate number of non-Collection notices on the 2383 Container, as determined by the Agency, indicating the reason for refusing to 2384 Collect the material. Such notices shall also identify the steps Generator must take 2385 to recommence Collection service. 2386 F.Non-Collection Notices.Contractor may choose not to Collect materials for the 2387 following reasons: (i) Source Separated or Targeted Recyclable Materials or 2388 Organic Materials do not comply with the allowable Contamination thresholds; (ii)2389 materials contain Hazardous Waste; or (iii) the loaded weight of a Container 2390 exceeds the maximum load limit specified by the Cart manufacturer and specified in 2391 Attachment D. In such case, Contractor shall issue non-Collection notices stating 2392 the reason(s) the materials were not Collected. The non-Collection notice shall be 2393 affixed prominently onto the Cart to ensure that it is not inadvertently removed from 2394 Cart due to weather conditions. The non-Collection notices must be protected from 2395 rain, if precipitation is present or forecasted, by placing the notice in a clear plastic 2396 bag prior to affixing to Cart.2397 Contractor shall document the use of non-Collection notices by recording the date 2398 and time of issuance, address of service recipient, reason(s) for issuance, name of 2399 employee who issued the notice, and truck and route numbers. The notice shall 2400 conform to the requirements specified in Section 6.03.A, be at least two inches by 2401 six inches (2" x 6") in size and shall be approved by the SBWMA. The non-2402 Collection notices must identify the steps the Generator must take to recommence 2403 Collection service. In the event a Container is not Collected due to excessive 2404 Franchise Agreement for Collection Services with Recology San Mateo County Page 60 of 123 Model Agreement for Adaptation by Member Agencies Contamination and Customer does not take the necessary steps to recommence 2405 Collection service, Contractor shall bill the Customer for Collection of the excessive 2406 Contamination at Agency-approved Charges specified in Attachment Q. The2407 Agency-approved Charges includes: (i) a return trip Charge, and, (ii) an extra Solid 2408 Waste Collection Charge.2409 Contractor shall report monthly to Agency any non-Collection notices issued. 2410 Contractor shall take direction from the Agency with regard to termination or 2411 reinstatement of service to a service recipient due to numerous non-Collection 2412 notices issued to the same Customer.2413 G.Collection of Excess Materials (Overages).Contractor shall direct its employees2414 to Collect an Overage on two (2) occasions each Rate Year at no additional cost to 2415 Customer. Contractor must provide a notice to Customer documenting the Overage 2416 in order to count the Overage Collection towards the allocated two (2) per Rate2417 Year for each Customer. Customers that place an Overage for Collection for a third2418 and subsequent events, may be assessed an Overage fee by Contractor if 2419 Contractor has directly contacted the Customer via a phone call or voice message 2420 notifying them of the Overage Collected. Contractor shall bill Customer for a third 2421 and subsequent Overage events at Agency-approved Charges specified in 2422 Attachment Q. Contractor shall provide Customers the opportunity to request an 2423 Overage Collection service in advance. In such case, Contractor shall bill the 2424 Customer at the Agency-approved Charge specified in Attachment Q.2425 Contractor shall provide Customers the opportunity to subscribe to Overage 2426 Collection service, in advance, or purchase Overage bag(s) from the Contractor.2427 Contractor shall provide Customers the opportunity to purchase Overage bags 2428 through its Customer service department or electronically via Contractor’s website. 2429 The Overage bag(s) shall have markings identifying it as the Contractor’s Overage 2430 bag. Contractor shall mail or deliver Overage bags to Customers within three (3)2431 Business days of Customer’s request. The Charge for Overage bags is specified in 2432 Attachment Q and includes all aspects of purchasing the bags, printing, and 2433 distribution (i.e., mailing or direct delivery by Contractor). Customers shall also be 2434 provided the opportunity to purchase Overage bags at Contractor’s local office. The 2435 quantity of Overage bags per request from Customer shall be limited to five (5) per 2436 request.2437 If the Agency and/or Contractor receive numerous Complaints (as determined by 2438 the Agency) from Customers regarding Customer dissatisfaction with the 2439 requirement to purchase Overage bags, the Agency reserves the right to require the 2440 Contractor to modify its Overage program to better serve its Customers and/or 2441 require the Customer to subscribe to additional Collection service.2442 H.Care of Private Property. Contractor shall not damage private property. 2443 Contractor shall ensure that its employees: (i) close all gates opened in making 2444 Collections, unless otherwise directed by the Customer, (ii) do not cross landscaped 2445 areas, and (iii) do not climb or jump over hedges and fences. 2446 Agency shall refer Complaints about damage to private property to Contractor. 2447 Contractor shall repair, to its previous condition, all damage to private or public 2448 property caused by its employees.2449 Franchise Agreement for Collection Services with Recology San Mateo County Page 61 of 123 Model Agreement for Adaptation by Member Agencies Contractor shall endeavor to resolve all claims regarding damage to private property 2450 as soon as reasonably practicable following receipt thereof, made by Owners or 2451 Occupants of property served by Contractor, for damages to property including, but 2452 not limited to, Containers. In the event such damage shall have been caused by the 2453 negligence or intentional acts of Contractor, its officers, agents, or employees, 2454 Contractor shall promptly repair or replace such damaged property. The provisions 2455 of this Section 8.02.H shall not be deemed a limitation upon any other provisions of 2456 this Agreement, or any rights or remedies which may accrue to Agency by reason of 2457 Contractor’s acts or omissions to act hereunder. Contractor is required to repair 2458 damage and/or resolve claims regarding damage to property within thirty (30) Days2459 of receipt of the Complaint.2460 This Section 8.02.H shall not apply to damage to public or private roads or 2461 driveways caused by the weight of Contractor’s vehicles. If a Customer requests 2462 Contractor to provide on-premises (i.e., non-Curbside) service, and in doing so 2463 would require Contractor to drive its Collection vehicle on a private road or 2464 driveway, then, as a condition to providing that service, Contractor shall require the 2465 Customer, property owner, or other responsible party to sign a reasonable waiver 2466 releasing Contractor from liability for such damage.2467 I.Litter Abatement2468 1. Minimization of Spills. If any Solid Waste, Targeted Recyclable Materials, or 2469 Organic Materials are spilled or scattered during Collection or transportation 2470 operations, the Contractor shall promptly clean up all spilled and scattered 2471 materials. Contractor shall use due care to prevent vehicle oil, vehicle fuel, or 2472 other liquids from being spilled during Collection or transportation operations2473 including maintenance of the Collection vehicles to minimize and correct any 2474 leaks. Contractor shall ensure that all liquid spills or leaked liquids or fluids are 2475 cleaned up promptly on the same day that they occur.2476 Contractor shall not transfer loads from one vehicle to another on any public 2477 street, unless it is necessary to do so because of mechanical failure, 2478 emergency (e.g., combustion of material in the vehicle), accidental damage to 2479 a vehicle, or unless approved by the Agency.2480 2. Clean-Up. During Collection operations, the Contractor shall clean-up litter in 2481 the immediate vicinity of any Container storage area (including the areas where 2482 Containers are delivered for Collection) if Contractor’s actions are the cause of 2483 the litter. Each Collection vehicle shall be equipped with protective gloves, a 2484 broom, and shovel at all times for cleaning up litter. Absorbent material shall 2485 be carried on each Collection vehicle at all times and used by Contractor for 2486 cleaning up liquid spills. The Contractor shall document and discuss instances 2487 of repeated spillage not caused by it with the Customer where spillage occurs, 2488 and Contractor shall report such instances to Agency. If the Contractor has 2489 attempted to have a Customer stop creating spillage but is unsuccessful, the 2490 Agency will attempt to rectify such situation with the Customer. Contractor 2491 shall coordinate with Agency regarding Agency street cleaning activities to 2492 minimize litter.2493 3. Covering of Loads. Contractor shall cover all open Drop Boxes with an 2494 Agency-approved cover, at the Collection location before transporting materials 2495 to the Designated Transfer and Processing Facility.2496 Franchise Agreement for Collection Services with Recology San Mateo County Page 62 of 123 Model Agreement for Adaptation by Member Agencies J.Noise. All Collection operations shall be conducted as quietly as possible and shall 2497 conform to applicable federal, State, County, and Agency noise level regulations. 2498 Contractor shall promptly resolve any Complaints of noise to the satisfaction of the 2499 Agency. 2500 K.Route Books and Route Maps. For each Collection route, Contractor shall 2501 maintain a route book and route map that documents each Customer on the route, 2502 their service address, service level, and the order in which Customers shall be 2503 serviced (e.g., the order in which routes shall be driven). Contractor shall distribute 2504 new route books and route maps to its Collection vehicle drivers as frequently as 2505 necessary; and each driver shall note differences in the service levels shown in the 2506 route book, adding and subtracting Customers and service levels, as necessary. 2507 Route supervisors shall periodically check the routes to ensure that drivers are 2508 providing service in accordance with their route books. Contractor shall provide 2509 Agency with route books and maps including assessor parcel data when available 2510 within ten (10) Business Days of request.2511 L.Change in Collection Schedule. Contractor shall notify Agency a minimum of 2512 sixty (60) Business Days prior to a change in the Residential Collection schedule or 2513 two (2) weeks for minor adjustments (defined as less than the average size of a 2514 single route per the Collection service metrics delineated in the prior year’s 2515 Compensation Application), and shall request approval of Contractor’s notice to 2516 Residential Customers thirty (30) Business Days prior to a change in Service Day,2517 unless this requirement is waived in writing by Agency. Contractor shall notify2518 Owners and Occupants of Residential Premises not later than ten (10) Business 2519 Days prior to any change in Residential Collection operations which results in a 2520 change in the day on which Solid Waste, Targeted Recyclable Materials, and 2521 Organic Materials Collection occurs. Contractor shall not permit any Customer to 2522 go more than five (5) Business Days without service in connection with a Collection 2523 schedule change.2524 8.03 UNLOADING MATERIALS AT THE DESIGNATED TRANSFER AND PROCESSING 2525 FACILITY2526 Contractor shall be required to unload at the Designated Transfer and Processing 2527 Facility all materials from its Collection vehicles by its own personnel. Contractor shall be 2528 required to ensure that unloaded materials are properly placed in the designated areas 2529 and containers as directed by Operator and SBWMA. For example, Contractor shall be 2530 required to deposit at the Designated Transfer and Processing Facility Batteries and Cell 2531 Phones, Used Motor Oil, and Used Motor Oil Filters in the containers provided by 2532 Operator and designated for storage of these materials. Contractor shall cooperate with 2533 Operator to ensure its Collection vehicles unload Solid Waste, Targeted Recyclable 2534 Materials, Organic Materials, and other materials (e.g., Batteries, Cell Phones, Used 2535 Motor Oil, and Used Motor Oil Filters) Collected by Contractor in the locations 2536 designated by Operator and SBWMA.2537 8.04 VEHICLES2538 A.General.Contractor shall provide a fleet of Collection vehicles sufficient in number 2539 and capacity to efficiently perform the work required by the Agreement in strict 2540 accordance with its terms. Contractor shall have available sufficient back-up2541 vehicles for each type of Collection vehicle used (e.g., side loader, front loader, and 2542 Franchise Agreement for Collection Services with Recology San Mateo County Page 63 of 123 Model Agreement for Adaptation by Member Agencies roll-off vehicles) to respond to mechanical breakdowns, Complaints, and 2543 emergencies. Contractor shall maintain a spare ratio of ten percent (10%) for all 2544 Collection vehicles used in the SBWMA Service Area. It is contemplated that, as of 2545 the Commencement Date, all Collection vehicles will be vehicles that Contractor 2546 purchased during the term of the 2009 Franchise Agreement and will be nearing the2547 end of their useful life. 2548 Contractor shall purchase and place into service after the Commencement Date all 2549 new vehicles to replace its Collection vehicles and other vehicles used by 2550 Contractor in the SBWMA Service Area in accordance with the Contractor-prepared 2551 equipment replacement schedule in Attachment N. The new vehicles shall replace 2552 all vehicles in service on the Commencement Date. The vehicles shall be2553 purchased and placed in service in accordance with the timeline shown in 2554 Attachment N unless an alternative timeline is agreed upon by the SBWMA 2555 provided that all new vehicles shall be in service on or before June 15, 2026. The 2556 estimated depreciation and interest expenses for the acquisition of new vehicles 2557 shall be included in Contractor’s Compensation for 2021 and adjustments during the 2558 Term shall be made in accordance with Attachment K. Agency has no responsibility 2559 to pay Contractor for remaining net book value of any Vehicles, Containers, or other 2560 equipment that is not fully depreciated at end of Term, unless Agency elects to 2561 purchase Containers pursuant to Section 8.05.F of the Agreement.2562 At no time after the Commencement Date shall any vehicle used to perform the 2563 services required under this Agreement exceed fifteen (15) years of age from the 2564 first date the vehicle was registered unless agreed upon by the SBWMA. Collection 2565 vehicles and other vehicles whose acquisition costs are included in the calculation 2566 of Contractor’s Compensation may be used only in the SBWMA Service Area.2567 B.General Vehicle Specifications2568 1. All vehicles used by Contractor in providing Solid Waste, Targeted Recyclable 2569 Material, and Organic Material Collection services shall be registered with the 2570 California Department of Motor Vehicles.2571 2. All Collection vehicles shall have leak-proof bodies designed to prevent 2572 leakage, spillage, and/or overflow and shall be designed so that Collected 2573 materials are not visible.2574 3. All vehicles shall comply with California Environmental Protection Agency 2575 (EPA) noise emission regulations and California Air Resources Board air 2576 quality regulations and other applicable pollution control regulations.2577 4. All Collection vehicles shall have cameras to monitor driving and loading 2578 activities including, at a minimum: (i) back-up cameras mounted at the rear and 2579 side of the vehicle; and, (ii) a hopper camera clearly displaying the contents of 2580 the hopper prior to compaction.2581 5. Contractor shall be required to operate an adequate number of Collection 2582 vehicles that shall be capable of servicing hard-to-service areas and accessing 2583 long driveways in the Service Area.2584 6. All Collection vehicles shall be capable of unloading materials in the 2585 Designated Transfer and Processing Facility buildings taking clearance 2586 heights, especially in the MRF, into consideration.2587 Franchise Agreement for Collection Services with Recology San Mateo County Page 64 of 123 Model Agreement for Adaptation by Member Agencies 7. All Collection vehicles shall be equipped with and shall utilize on-board 2588 computers and GPS tracking devices with real-time transmission to all levels of 2589 Contractor’s operations. The on-board computer system shall: (i) capture all 2590 operations data needed to complete the Contractor’s reporting requirements for 2591 this Agreement; (ii) capture all operating data needed to prepare the 2592 Contractor’s Application; and (iii) allow Customer service staff direct real-time 2593 access to driver data including vehicle location, Container set-out and service 2594 data, and notes regarding service issues.2595 8. All Collection vehicles shall be equipped with a broom, shovel, absorbent 2596 materials, and other approved cleanup devices and materials for emergencies, 2597 or any spillage or leaks that may occur.2598 9. Route supervisors and management personnel shall use one-half (0.5) Ton2599 hybrid pickup trucks while performing services.2600 10. Contractor developed preliminary specifications for vehicles that will be 2601 purchased and placed into service after the Commencement Date. These 2602 specifications, which were the basis for Contractor’s vehicle depreciation and 2603 interest costs (presented in Attachment N), are presented in Attachment P. At 2604 least eighteen (18) months prior to Contractor’s initial acquisition of new 2605 Collection vehicles to be placed into service after January 1, 2021, Contractor 2606 shall meet and confer with the SBWMA to discuss the type of vehicles to be 2607 purchased and fuel options. The Agency and SBWMA may be interested in 2608 considering different fuel options with the goal of minimizing the air emission 2609 impact of the Collection vehicles. At the request of the Agency or SBWMA, 2610 Contractor shall provide vehicle information, specifications, and fuel options 2611 and a cost impact analysis of various fueling options. Contractor shall obtain 2612 the SBWMA’s approval in the fuel selection prior to ordering new Collection 2613 vehicles. SBWMA recognizes that Contractor’s vehicle purchase plan 2614 anticipates purchases over multiple years. This meet and confer obligation is 2615 intended to occur prior to Contractor’s initial purchase of new Collection 2616 vehicles to discuss a strategy for all vehicles purchased after January 1, 20212617 unless Parties agree otherwise.2618 C.Vehicle Identification. Contractor's name, local telephone number, and a unique 2619 vehicle identification number designated by Contractor for each vehicle shall be 2620 prominently displayed on all four (4) sides of the vehicles, in letters and numbers2621 with a maximum five (5) digit sequence, that are no less than two and one-half (2.5) 2622 inches in height. Contractor shall not place any other information or logo on 2623 Contractor vehicles, unless approved in writing by SBWMA. Vehicles shall be 2624 clearly labeled to indicate the materials Collected by that vehicle, specifically; “Solid 2625 Waste,” “Recyclables,” or “Organic Materials,” as directed by SBWMA.2626 D.Inventory.Contractor shall furnish the Agency and SBWMA a written inventory of 2627 all vehicles used in providing service, and shall update the inventory annually. The 2628 inventory shall list all vehicles by manufacturer, identification number, date of 2629 acquisition, type, capacity, decibel rating, average weight of load, and average 2630 loaded axle weights. 2631 E.Cleaning and Maintenance2632 Franchise Agreement for Collection Services with Recology San Mateo County Page 65 of 123 Model Agreement for Adaptation by Member Agencies 1. General.Contractor shall maintain all of its properties, vehicles, facilities, and 2633 equipment used in providing service under this Agreement in a good, safe, 2634 neat, clean, and operable condition at all times.2635 2. Cleaning. Vehicles used in the Collection of Solid Waste, Targeted Recyclable 2636 Materials, and Organic Materials shall be thoroughly washed, and thoroughly 2637 steam cleaned weekly so as to present a clean appearance. Agency may 2638 inspect vehicles at any time to determine compliance with this Agreement. 2639 Contractor shall also make vehicles available to the San Mateo County Health 2640 Department for inspection, at any frequency it requests.2641 3. Repainting or Refurbishing.Contractor shall repaint or refurbish to the 2642 satisfaction of the Agency all vehicles used in the Collection of Solid Waste, 2643 Targeted Recyclable Materials, and Organic Materials within thirty (30) 2644 Business Days’ notice from Agency, if Agency determines that their 2645 appearance warrants painting. The cost for Agency-directed repainting shall be 2646 incurred by Contractor.2647 4. Maintenance.Contractor shall inspect each vehicle daily to ensure that all 2648 equipment is operating properly. Vehicles which are not operating properly 2649 shall be removed from service until repaired and operating properly. 2650 Contractor shall perform all scheduled maintenance functions in accordance 2651 with the manufacturer's specifications and schedule or in accordance with 2652 California Highway Patrol standards, whichever are more stringent. Contractor 2653 shall keep accurate records of all vehicle maintenance, recorded according to 2654 date and mileage and shall make such records available to Agency upon 2655 request. Hydraulic oil, engine oil, and other spills from Collection vehicles in 2656 the Service Area are a concern to the Agency. Contractor shall include as part 2657 of maintenance activities a process for tracking the number and nature of 2658 automotive spills (type of fluid, amount lost, failure point) and diagnosing the 2659 cause of those spills. Based on the results of the process, Contractor shall 2660 implement appropriate corrective actions to address issues that are 2661 contributing factors to vehicle spills (e.g., revise specifications for specific part 2662 failures, revise preventative maintenance schedule to address timing of 2663 failures), so that each occurrence is controlled and minimized.2664 5. Repair. Contractor shall repair, or arrange for the repair of, all of its vehicles 2665 and equipment for which repairs are needed because of accident, breakdown,2666 hydraulic oil or engine oil leaks, or any other cause so as to maintain all 2667 equipment in a safe and operable condition. If an item of repair is covered by a 2668 warranty, Contractor shall obtain warranty performance. Contractor shall 2669 maintain accurate records of repair, which shall include the date and mileage, 2670 nature of repair and the verification by signature of a maintenance supervisor 2671 that the repair has been properly performed.2672 6. Storage.Contractor shall arrange to store all vehicles and other equipment in 2673 safe and secure location(s) in accordance with all applicable zoning 2674 regulations.2675 F.Operation. Vehicles shall be operated in compliance with federal, State, and local 2676 laws and regulations including, but not limited to, the California Vehicle Code, the 2677 regulations of the California Air Resources Board (CARB) Waste Collection Vehicle 2678 Regulations as established in the California Code of Regulations Title 13 Section 2679 Franchise Agreement for Collection Services with Recology San Mateo County Page 66 of 123 Model Agreement for Adaptation by Member Agencies 2700 et seq.; and all applicable safety and local ordinances. Annually, Contractor 2680 shall provide the SBWMA and Agency with documentation of such compliance for 2681 each vehicle. For example, with regard to CARB regulations, such documentation 2682 shall demonstrate, at a minimum, the vehicle number, make, model, year, control 2683 technology used or planned, and the year that the control technology was applied or 2684 is planned to be applied. Contractor shall not load vehicles in excess of the 2685 manufacturer's recommendations or limitations imposed by federal, State, or local 2686 weight restrictions on vehicles or roads.2687 Contractor equipment used for Collection services shall be registered with the 2688 California Department of Motor Vehicles. Equipment shall comply with US EPA 2689 noise emission regulations, currently codified at 40 CFR Part 205, and other 2690 applicable noise control regulations, and shall incorporate noise control features 2691 throughout the entire vehicle.2692 Annually, Contractor shall have each Collection vehicle weighed at the Designated 2693 Transfer and Processing Facility to determine the unloaded weight (“tare weight”) of 2694 the vehicle, and the total loaded weight of each load delivered to the Designated 2695 Transfer and Processing Facility. Upon a major repair that could affect the 2696 Collection vehicle tare weight, Contractor shall have the Collection vehicle re-2697 weighed to establish a new tare weight. Contractor shall track and make 2698 adjustments to routes to eliminate ongoing over-weights associated with individual 2699 routes.2700 8.05 CONTAINERS2701 A.General. Contractor shall provide all Containers, Bins, Kitchen Pails, and Drop 2702 Boxes, as appropriate, to all Customers as part of its obligations under this 2703 Agreement. Contractor shall ensure that Agency encroachment or other required 2704 permits are obtained by Customer prior to delivering Containers. As of the 2705 Commencement Date, all Containers may be used. Contractor-provided Containers 2706 shall be designed and constructed to be watertight and prevent the leakage of 2707 liquids. All Carts shall be manufactured by injection or rotational molding methods; 2708 contain post-consumer content; and meet the Container design and performance 2709 requirements provided in Attachment D – Container Specifications. Containers2710 provided to Customers shall have a useful life of ten (10) years as evidenced by a 2711 manufacturer’s warranty or other documentation acceptable to the Agency.2712 All Containers with a capacity of one (1) cubic yard or more shall meet applicable 2713 federal, State, and local regulations for Bin safety; shall be covered with attached 2714 lids; and shall have the capability to be locked if required or requested by Customer2715 or Agency.2716 All Containers shall be maintained in a safe, serviceable, and functional condition. 2717 B.Container Specifications2718 1. Sizes. The Container sizes to be provided to Single-Family, Multi-Family, 2719 Commercial, and Agency Facility Customers are specified in Attachment D.2720 Contractor shall provide Customers with a choice of Container capacities 2721 specified in Attachment D, and Customers may select their preferred Container 2722 size(s).2723 Franchise Agreement for Collection Services with Recology San Mateo County Page 67 of 123 Model Agreement for Adaptation by Member Agencies 2. Color. The colors of the Containers provided to Single-Family, Multi-Family, 2724 Commercial, and Agency Facility Customers are specified in Attachment D.2725 3. Loading. Minimum allowable loading requirements for the Bin and Drop Box 2726 contents shall be approved by the Agency prior to purchase based on the 2727 minimum manufacturer’s load limits, as specified in Attachment D.2728 C.Container Labeling. Contractor shall label each Container with white, hot-stamped 2729 lettering, and in-mold or heavy duty vinyl adhesive labels with graphics, illustrations,2730 or artwork that clearly conveys the type of materials (e.g., Solid Waste, Recyclable 2731 Materials, cardboard, mixed paper, Organic Materials, wood waste, metal, etc.) to 2732 be placed in the Container for Collection. The labeling shall be positioned on each 2733 Container so it is visible to the Customer and Collection vehicle drivers on the front 2734 side, and top. The labeling shall be durable and weather resistant to outdoor 2735 conditions and have a minimum ten (10) year lifetime.2736 All Containers shall prominently display information and graphics agreed upon by 2737 Agency, SBWMA, and Contractor pursuant to Article 7.2738 Final Container labeling layout, graphics, and text shall be approved by the Agency2739 and SBWMA prior to distribution to Customers.2740 D.Cleaning and Painting. Contractor shall be responsible for steam cleaning and 2741 repainting all Containers, except Carts, to present an aesthetically pleasing clean 2742 appearance and to ensure this equipment is safely maintained and operationally 2743 sound. Contractor shall repaint all used Containers on an as needed basis. Upon 2744 Customer’s request, Contractor shall steam clean all Solid Waste and Recyclable 2745 Materials Containers (or exchange existing Containers with clean Containers) twice 2746 annually, except Carts provided to Residential Premises, which Contractor is not 2747 obligated to clean or exchange. Contractor shall clean all Organic Materials 2748 Containers (or exchange existing Containers with clean Containers) quarterly,2749 except Carts provided to Residential Premises, which Contractor is not obligated to 2750 clean or exchange. Contractor shall offer additional cleaning (or clean Container 2751 exchange) to Customers requesting such service and shall bill Customers for such 2752 cleaning (or Container exchange) at Agency-approved Charges specified in 2753 Attachment Q.2754 Contractor shall be responsible for cleaning Containers at no additional charge to 2755 Customer to ensure that nuisance or public health concerns associated with vectors 2756 are addressed within two (2) Business Days after receipt of notification of said 2757 condition.2758 If any Container is impacted by graffiti, Contractor shall remedy the situation within 2759 forty-eight (48) hours of being notified.2760 E.Repair and Replacement.Contractor shall repair or replace all Containers 2761 damaged by Collection operations (e.g., vehicle apparatus interface) or otherwise 2762 inoperable (e.g., due to regular wear and tear) within three (3) Business Days of2763 being notified by Customer or observing the damaged Container. If the repair or 2764 replacement cannot be completed within three (3) Business Days, the Contractor 2765 shall notify Customer and provide a Container of the same size or larger until the 2766 original Container can be replaced.2767 Franchise Agreement for Collection Services with Recology San Mateo County Page 68 of 123 Model Agreement for Adaptation by Member Agencies At no additional cost, Contractor shall replace Customer Carts that have been 2768 stolen, lost, damaged, or destroyed within five (5) Business Days. Contractor shall 2769 allow Customer to exchange Containers for a Container of a different size at no 2770 additional cost and shall replace Containers within five (5) Business Days of2771 Customer request.2772 The Contractor recognizes that the majority of Containers in service on the 2773 Commencement Date have nearly reached the end of their useful life or will reach 2774 the end of the useful life during the Term of the Agreement. Contractor has planned 2775 to replace Containers that have reached the end of their useful life on a rolling basis2776 over the Term of the Agreement. Contractor’s estimated depreciation and interest 2777 expense for Container replacement over the Term and these expenses are included2778 in Contractor’s Compensation in the amount specified in Attachment K. Contractor 2779 shall not be entitled to an adjustment to Contractor’s Compensation or Rates for 2780 Container replacements purchased during the Term of the Agreement. 2781 F.Agency’s Rights to Containers. All Carts, Bins, and Drop Boxes purchased or 2782 leased by Contractor and put into service at Customers’ Premises before the first 2783 anniversary of the Commencement Date shall become property of the Agency upon 2784 expiration or early termination of this Agreement. All Carts, Bins, and Drop Boxes 2785 purchased or leased and put into service at Customers’ Premises on or after the 2786 first anniversary of the Commencement Date that have not been fully depreciated 2787 shall be available to the Agency, at the Agency’s option, at their net book value,2788 upon expiration or early termination of this Agreement.2789 At its sole discretion, the Agency may elect not to exercise its rights under this 2790 subsection. In such case, the Containers shall remain the property of the Contractor2791 upon the expiration or earlier termination of this Agreement. In such case, 2792 Contractor shall be responsible for removing all Containers in service from 2793 Premises. Contractor shall do so within ten (10) Business Days after such 2794 expiration or earlier termination or in accordance with an alternative Container 2795 removal schedule agreed upon by the Parties, provided that Agency has notified 2796 Contractor at least ninety (90) Days before such expiration or earlier termination 2797 whether or not it intends to acquire the Containers.2798 G.Lock Service (Key Service). In order to promote security, respond to Customer 2799 needs, and minimize the impact or occurrence of illegal dumping and theft of 2800 Recyclable Materials, Contractor will provide to Customers, at the Agency-approved 2801 Charges specified in Attachment Q, locks for enclosures used to store Containers or 2802 locks for Containers and ensure the enclosures or Containers are locked after 2803 providing Collection Service. 2804 Only Contractor, Agency, and the participating Customers will be provided with a 2805 key to the enclosures and access to the Containers. The Contractor shall 2806 prominently display the service schedule on the enclosure and any changes in 2807 service shall be displayed on the enclosure by Contractor within one (1) Business 2808 Day of making the change. If the Carts or Bins are left "outside" in a designated 2809 area, each Container will be locked (keyed alike), and only Contractor staff, Agency 2810 staff, and the participating Customers will be provided with a key to access the 2811 Containers. At least once each calendar year, Contractor’s route supervisor shall 2812 visit each of the participating Customers with shared Containers, respond to any 2813 Franchise Agreement for Collection Services with Recology San Mateo County Page 69 of 123 Model Agreement for Adaptation by Member Agencies questions or concerns, check the areas for contamination, litter, or damage and 2814 change the lock and distribute new "keyed alike" keys to Agency staff and 2815 Customers.2816 8.06 PERSONNEL2817 A.General. Contractor shall furnish such qualified drivers, mechanical, supervisory, 2818 customer service, clerical, and other personnel as may be necessary to provide the 2819 services required by this Agreement in a safe, thorough, professional, and efficient 2820 manner and shall provide, at a minimum, the number and type of personnel listed in 2821 Attachment O in total for the SBWMA Service Area. All personnel furnished by 2822 Contractor shall be subject to the “relationship of parties” provisions of Section 2823 15.01.2824 B.Reserved.2825 C.Collective Bargaining Agreements. If Contractor negotiates a new collective 2826 bargaining agreement with a union representing its employees, or an amendment to 2827 a collective bargaining agreement currently in force, either of which increases 2828 wages or benefits greater than wage and benefit costs included in Contractor’s 2829 Compensation (through adjustments described in Article 11 and Attachment K), the 2830 Agency is not required to include costs attributable to the increased wages or 2831 benefits in Contractor’s Compensation during the Term of the Agreement.2832 D.Approval of Management. Contractor recognizes the importance of establishing a 2833 successful relationship between its management and Agency and SBWMA staff. 2834 Before extending an offer of employment for the position of general manager, both 2835 initially and throughout the Term, Contractor shall provide the SBWMA with the 2836 description of the proposed position; an opportunity to review and comment upon 2837 the position description, the background, experience, and qualifications of each 2838 candidate being considered for the position, and an opportunity to meet with each 2839 candidate. Contractor shall give thoughtful consideration to the SBWMA’s 2840 comments on the descriptions of the proposed position and each candidate, but 2841 shall have the ultimate right to make employment decisions in its best business 2842 judgment.2843 If the Agency is dissatisfied with the performance of the management personnel, the 2844 Agency shall contact the general manager to discuss the employee’s performance. 2845 If the Agency is dissatisfied with the general manager, the Agency shall contact the 2846 group manager to discuss the general manager’s performance.2847 Contractor shall advise the affected management employee of any complaints 2848 made by the Agency regarding the employee’s performance. The Parties shall 2849 meet and confer in good faith to address the Agency’s concerns, and shall agree on 2850 a corrective course of action to be implemented immediately. Contractor agrees to 2851 consider in good faith, but shall not be bound by, any requests by the Agency to 2852 transfer or re-assign a management employee should the Agency maintain in good 2853 faith that it can no longer work constructively with said employee.2854 E.Provision of Field Supervision. Contractor shall designate qualified employees2855 as supervisors of field operations. The field supervisor shall devote their time in the 2856 field supervising, managing, and monitoring Collection operations for reliability, 2857 Franchise Agreement for Collection Services with Recology San Mateo County Page 70 of 123 Model Agreement for Adaptation by Member Agencies quality, efficiency, safety, and for responding to Complaints. The number of field 2858 supervisors is specified in Attachment O in total for the SBWMA Service Area.2859 F.Driver Qualifications. All drivers shall be trained and qualified in the operation of 2860 Collection vehicles, and must have in effect a valid license, of the appropriate class, 2861 issued by the California Department of Motor Vehicles. Contractor shall use the 2862 Class II California Department of Motor Vehicles employer “Pull Notice Program” to 2863 monitor its drivers for safety.2864 G.Customer Service Representative Training. Customer service representatives 2865 shall be trained on specific Agency service requirements, a minimum of once per 2866 quarter. An Agency information sheet shall be provided to each Customer service 2867 representative for easy reference of Agency requirements and general Customer 2868 needs. Contractor shall provide the information sheet, training agenda, and 2869 associated documentation within five (5) Business Days of request from Agency.2870 H.Safety Training. Contractor shall provide suitable operational and safety training 2871 for all of its employees who operate Collection vehicles or equipment or who are 2872 otherwise directly involved in such Collection. Contractor shall train its employees 2873 involved in Collection to identify, and not to Collect, Hazardous Waste, or Infectious 2874 Waste. Upon the Agency’s request, Contractor shall provide a copy of its safety 2875 policy and safety training program, the name of its safety officer, and the frequency 2876 of its trainings.2877 I.No Gratuities. Contractor shall not permit its employees to demand or solicit, 2878 directly or indirectly, any additional compensation or gratuity from members of the 2879 public for Collection services or accept gratuities or compensation in exchange for 2880 additional Collection services.2881 J.Employee Conduct and Courtesy. Contractor shall employ only competent and2882 qualified personnel who serve the public in a courteous, helpful, and impartial 2883 manner. Contractor shall use its best efforts to assure that all employees present a 2884 neat appearance and conduct themselves in a courteous manner. Contractor shall 2885 regularly train its employees in Customer courtesy, shall prohibit the use of loud or 2886 profane language, and shall instruct Collection employees to perform the work as 2887 quietly as possible. If any employee is found not to be courteous or not to be 2888 performing services in the manner required by this Agreement, Contractor shall take 2889 all appropriate corrective measures. The Agency may require Contractor to 2890 reassign an employee, if the employee has conducted himself or herself 2891 inconsistently with the terms of this Agreement. 2892 Contractor shall adopt policies and procedures consistent with State and federal law2893 that ensure a sober and drug-free workplace. This includes strictly prohibiting 2894 unlawful manufacture, distribution, possession, or use of any controlled substance 2895 in the workplace, regardless of whether the employee is on duty at the time. 2896 Further, the policies and procedures shall prohibit an employee from operating 2897 either Agency or Contractor equipment and vehicles (whether on or off duty) while 2898 under the influence of alcohol or drugs. The purpose of these policies and 2899 procedures is to ensure workplace safety, productivity, efficiency, and the quality of 2900 Contractor’s service to Customers.2901 K.Uniforms. While performing services under this Agreement, all Contractor’s 2902 employees performing field service shall be dressed in clean uniforms and shall 2903 Franchise Agreement for Collection Services with Recology San Mateo County Page 71 of 123 Model Agreement for Adaptation by Member Agencies wear visible identification that include the employee’s name and/or employee 2904 number, and Contractor’s name. Uniform type, style, colors, and any modifications 2905 may be subject to approval by the Agency.2906 8.07 HAZARDOUS WASTE INSPECTION AND HANDLING2907 A.Inspection Program and Training.Contractor is required to inspect Solid Waste, 2908 Targeted Recyclable Materials, Organic Materials, and other materials put out for 2909 Collection and may reject Solid Waste, Targeted Recyclable Materials, Organic 2910 Materials, and other materials observed to be contaminated with Hazardous Waste 2911 and not Collect Hazardous Waste put out with Solid Waste, Targeted Recyclable 2912 Materials, and Organic Materials. Contractor shall develop a load inspection 2913 program that includes the following components: (i) personnel and training; (ii) load 2914 checking activities; (iii) management of wastes; and (iv) record keeping and 2915 emergency procedures.2916 Contractor’s load checking personnel, including its Collection vehicle drivers, shall 2917 be trained in: (i) the effects of Hazardous Substances on human health and the 2918 environment; (ii) identification of prohibited materials; and (iii) emergency 2919 notification and response procedures. Collection vehicle drivers shall inspect 2920 Containers before Collection when practical.2921 B.Response to Hazardous Waste Identified During Collection.Under no 2922 circumstances shall Contractor’s employees knowingly Collect Hazardous Waste or 2923 remove unsafe or poorly containerized Hazardous Waste from a Collection 2924 Container. If Contractor determines that material placed in any Container for 2925 Collection is Hazardous Waste or other material that may not legally be accepted or 2926 safely processed at the Designated Transfer and Processing Facility or presents a 2927 hazard to Contractor's employees, or those at the Designated Transfer and 2928 Processing Facility, the Contractor shall have the right to refuse to accept such 2929 material. The Generator shall be contacted by the Contractor and requested to2930 arrange proper Disposal. If the Generator cannot be reached immediately, the 2931 Contractor shall, before leaving the Premises, leave a non-collection notice, which 2932 indicates the reason for refusing to Collect the material and lists the phone number 2933 for the San Mateo County Household Hazardous Waste Facility, or other resources 2934 as directed by Agency. Contractor’s environmental technician shall be notified to 2935 handle the issue with the Generator. The Contractor’s environmental technician2936 shall be required to guide the Generator to safely containerizing the Hazardous 2937 Waste and shall explain the Generator’s options for proper disposition of such 2938 material.2939 If Hazardous Waste is found in a Collection Container or Collection area that could 2940 possibly result in imminent danger to people or property, the Contractor shall 2941 immediately notify the Agency’s Fire Department using the nine-one-one (911)2942 emergency telephone number. The Contractor shall notify the Agency of any 2943 Hazardous Waste identified in Containers or left at any Premises within twenty-four 2944 (24) hours of identification of such material.2945 C.Response to Hazardous Waste Identified at Designated Transfer and 2946 Processing Facility.Contractor shall not knowingly deliver Unpermitted Material to 2947 the Designated Transfer and Processing Facility. The Operator shall use 2948 reasonable business efforts and standard industry practices to detect and discover 2949 Franchise Agreement for Collection Services with Recology San Mateo County Page 72 of 123 Model Agreement for Adaptation by Member Agencies Unpermitted Material at the facility and shall not knowingly accept Unpermitted 2950 Material. In the event that Unpermitted Material is delivered to the Designated 2951 Transfer and Processing Facility, the Operator shall be entitled to pursue whatever 2952 remedies, if any, it may have against the Generator or Person(s) bringing such 2953 Unpermitted Material to the Designated Transfer and Processing Facility provided 2954 that in no case shall the Agency be considered the Person bringing such 2955 Unpermitted Material to the Designated Transfer and Processing Facility.2956 Contractor acknowledges that in the event the operator identifies Unpermitted 2957 Materials in the materials delivered by Contractor before the materials are unloaded 2958 at the facility, the Operator has the right to reject the load and direct the Contractor 2959 to cause removal and Disposal of the Unpermitted Material in a safe and lawful 2960 manner, at the sole expense of the Contractor. If the Unpermitted Materials are2961 delivered to the Designated Transfer and Processing Facility by Contractor and 2962 unloaded at the facility before their presence is detected, and the Generator cannot 2963 be identified or fails to remove the material after being requested to do so, the 2964 Contractor shall arrange for and/or pay for its proper Disposal. Contractor shall 2965 make reasonable efforts to identify and notify the Generator. The Contractor shall 2966 make a good faith effort to recover the cost of any transportation and Disposal from 2967 the Generator, and the cost of this effort, as well as the cost of Disposal shall be 2968 chargeable to the Generator, if appropriate documentation, as deemed necessary 2969 by the Agency, is provided to the Agency within five (5) Business Days of the 2970 occurrence.2971 In the event Contractor delivers Unpermitted Materials on a frequent or continuous 2972 basis to the Designated Transfer and Processing Facility and the Contractor refuses 2973 to provide for the proper handling and disposition of such Unpermitted Material, the 2974 Operator may provide written notice to Agency of such refusal by Contractor. 2975 D.Reporting, Regulations, and Record Keeping.Contractor shall comply with 2976 emergency notification procedures required by Applicable Laws and regulatory 2977 requirements. Contractor shall notify all appropriate agencies, including the 2978 California Department of Toxic Substances Control and Local Emergency 2979 Response Providers and the National Response Center of reportable quantities of 2980 Hazardous Waste found or observed in Solid Waste, Targeted Recyclable 2981 Materials, Organic Materials, Electronic Waste, Universal Waste, and Construction 2982 and Demolition Debris anywhere within Service Area. In addition to other required 2983 notifications, if Contractor observes any substances which it or its employees 2984 reasonably believe or suspect to contain Hazardous Wastes unlawfully Disposed of 2985 or released on any Agency property, including storm drains, streets or other public 2986 rights of way, Contractor will immediately notify the Agency and SBWMA. 2987 All records required by regulations shall be maintained at the Contractor’s Facility. 2988 These records shall include: waste manifests, waste inventories, waste 2989 characterization records, inspection records, incident reports, and training records. 2990 Contractor shall maintain records showing the types and quantities, if any, of 2991 Hazardous Waste found in Solid Waste, Targeted Recyclable Materials, and 2992 Organic Materials, which was inadvertently Collected from Customers within the 2993 Service Area, but diverted from landfilling.2994 Franchise Agreement for Collection Services with Recology San Mateo County Page 73 of 123 Model Agreement for Adaptation by Member Agencies 8.08 COMMUNICATION AND COOPERATION WITH AGENCY AND SBWMA2995 A.Communications.The Contractor’s general manager shall have e-mail capabilities 2996 to enable the Agency, SBWMA, and the Contractor’s general manager to 2997 communicate via e-mail. Contractor’s general manager shall respond to Agency 2998 and SBWMA email correspondence within twenty-four (24) hours.2999 B.Monthly Meetings. Upon request from Agency, beginning on the Commencement3000 Date, and then on a monthly basis thereafter, Contractor shall meet with the Agency 3001 and SBWMA to discuss progress of each active diversion program, quality, and3002 reliability of Collection services, and compliance with the terms of the Agreement. 3003 SBWMA may attend and participate in these meetings. At each monthly meeting, 3004 the Agency, Contractor, and SBWMA, if attending, shall have the opportunity to 3005 present and discuss proposed changes in service such as changing program 3006 requirements or modifying Collection methods. 3007 C.Inspection by Agency.Agency shall have the right, but not the obligation, to 3008 observe and inspect all of the Contractor’s operations under this Agreement. In 3009 connection therewith, Agency and SBWMA shall have the right to enter facilities 3010 used by Contractor during operating hours, speak to any of Contractor’s employees,3011 and receive cooperation from such employees in response to inquiries. In addition, 3012 upon reasonable notice and without interference with Contractor’s operations, 3013 Agency and SBWMA may review and copy any of Contractor’s operational and 3014 business records related to this Agreement. If Agency or SBWMA so requests, 3015 Contractor shall make specified personnel available to accompany Agency and3016 SBWMA employees on inspections and shall provide electronic copies of records 3017 stored in electronic media.3018 8.09 COOPERATION WITH DESIGNATED TRANSFER AND PROCESSING FACILITY3019 OPERATOR3020 A.Communications. If requested by SBWMA, the Contractor shall meet with the3021 SBWMA and Operator at least once each month to discuss issues related to the 3022 interaction of operations between Contractor and Operator including, but not limited 3023 to: 3024 1. Traffic flow;3025 2. Vehicle weighing procedures;3026 3. Targeted Recyclable Materials and Organic Materials Contamination;3027 4. Hazardous Waste screening and safety policies;3028 5. Receiving hours; 3029 6. Billing and payment of gate fees for delivery of materials;3030 7. Vehicle parking; 3031 8. Employee facilities; and,3032 9. Maintenance facilities.3033 The Contractor’s general manager shall have e-mail capabilities to enable the 3034 Operator and the Contractor’s general manager to communicate via e-mail. 3035 Franchise Agreement for Collection Services with Recology San Mateo County Page 74 of 123 Model Agreement for Adaptation by Member Agencies Contractor’s general manager shall respond to the Operator’s email 3036 correspondence within twenty-four (24) hours.3037 B.Coordination of Hours.Contractor shall plan its Collection routes to be 3038 compatible with the Designated Transfer and Processing Facility receiving hours, 3039 which shall be, at a minimum, Monday through Friday from 3:00 a.m. to 6:00 p.m. 3040 and Saturday and Sunday from 6:00 a.m. to 5:00 p.m. Contractor shall deliver 3041 Collected materials to the Designated Transfer and Processing Facility during the 3042 receiving hours of the Designated Transfer and Processing Facility.3043 C.Compliance with Facility Rules. Contractor shall cooperate with Operator and 3044 comply with Operator’s requirements Including: (i) how and where to unload 3045 Collection vehicles; (ii) respecting operations and construction of new facilities; and,3046 (iii) the Operator’s Hazardous Waste exclusion program. Contractor shall also 3047 cooperate with the Contamination assessment procedures specified in Attachment 3048 E-1. All costs charged by the SBWMA for acceptance of Contractor’s materials 3049 shall be paid by Contractor. Contractor shall receive compensation for transfer and 3050 processing costs in accordance with Article 11.3051 8.10 BUY-RECYCLED POLICY3052 The Contractor shall comply with the purchasing requirements described in this Section, 3053 and shall document its on-going compliance with these requirements upon Agency 3054 request.3055 A.Recycled Paper. The Contractor shall use recycled paper for invoices, Bills,3056 reports, and public education materials. The recycled paper shall have at least 3057 thirty percent (30%) post-consumer recycled content for uncoated paper and ten 3058 percent (10%) post-consumer recycled content for coated paper based on federal 3059 standards. Contractor shall state on all materials prepared with post-consumer 3060 recycled content the following: “Printed on Recycled Paper.”3061 B.Re-Refined Motor Oil. Contractor shall be encouraged but not required to use re-3062 refined motor oil for its Collection vehicles. 3063 C.Recycled Plastic. Contractor shall purchase Carts and Kitchen Pails that contain 3064 the minimum post-consumer content as specified in Attachment D. All Carts and 3065 Kitchen Pails shall be one hundred percent (100%) recyclable.3066 8.11 ANNUAL PERFORMANCE HEARING3067 A.Objectives. Agency or SBWMA may hold a public performance hearing in April or 3068 May of each Rate Year, at which time Contractor shall be present and shall 3069 participate by making a presentation and responding to questions. Agency or 3070 SBWMA shall convene the hearing to address the positive and negative aspects of3071 Contractor’s overall performance. The purpose of the hearing may also involve 3072 discussion and review of technological, economic, and regulatory changes in 3073 Collection, waste reduction, Recycling, processing, and Disposal practices that can 3074 improve quality of service; increase waste reduction and diversion; and ensure 3075 services are being provided effectively and economically. Topics for discussion and 3076 review at the performance hearing shall include, but not be limited to: Contractor’s 3077 accomplishments and compliance with various provisions of the Agreement,3078 Franchise Agreement for Collection Services with Recology San Mateo County Page 75 of 123 Model Agreement for Adaptation by Member Agencies services provided, feasibility of providing new services, application of new 3079 technologies, Customer Complaints, possible amendments to this Agreement, 3080 developments in the Applicable Laws and regulations, new initiatives for meeting or 3081 exceeding waste reduction and Recycling goals, regulatory constraints, and 3082 Contractor performance. Agency or SBWMA and Contractor may each select 3083 additional topics for discussion at the performance hearing.3084 B.Process. Within sixty (60) Days of notification provided by Agency or SBWMA to 3085 Contractor of its intent to conduct a performance hearing, Agency or SBWMA will 3086 submit questions to Contractor pertaining to Contractor’s performance and 3087 Contractor shall submit its written response within thirty (30) Days. Agency or 3088 SBWMA and Contractor shall meet to discuss the questions and Contractor’s 3089 response prior to submittal by Contractor. Agency or SBWMA and Contractor may 3090 request from one another information or documents related to the scheduled public 3091 hearing and Agency or SBWMA and Contractor shall provide such information 3092 promptly.3093 In addition to Contractor’s responses to the questions submitted by Agency or 3094 SBWMA, Contractor may be required to submit a self-assessment report of 3095 Contractor’s performance and information pertaining to the following:3096 1. Recommended Changes or New Services. Changes and/or new services 3097 recommended to improve Agency's or SBWMA’s ability to meet and/or exceed 3098 the Agency’s or SBWMA’s waste reduction and recycling goals and those of 3099 the Act and other State legislation/regulations (such as, but not limited to, AB 3100 341, AB 901, AB 1594, AB 1826, SB 1061, and SB 1383).3101 2. Complaint Records. The reports required by this Agreement regarding 3102 Complaints shall be used as one basis for review. Contractor may submit other 3103 relevant performance information and reports for consideration. Agency or 3104 SBWMA may request Contractor to submit specific information for the hearing. 3105 In addition, any Person may submit comments or Complaints during or before 3106 the hearing, either orally or in writing, and these shall be considered.3107 3. Action Plan. Contractor shall prepare and submit an action plan for improving3108 and/or modifying its Collection services and other services if requested.3109 Not less than ten (10) Business Days prior to the scheduled hearing date, Agency 3110 or SBWMA and Contractor shall exchange any written reports and other documents 3111 that will be provided or presented at the hearing. Not less than five (5) Business 3112 Days before the scheduled hearing date, Agency or SBWMA and Contractor shall 3113 ensure their availability to discuss the content and underlying support for such 3114 reports.3115 Agency or SBWMA and Contractor shall attend and participate in the performance 3116 hearing. Contractor may be required to present an oral report on its performance at 3117 the performance hearing. Contractor’s failure to attend and participate in the 3118 performance hearing and provide an oral presentation upon request; provide a 3119 written response to the questions or request for a self-assessment report submitted 3120 by Agency or SBWMA; or submit an action plan if requested by Agency or SBWMA 3121 may result in Liquidated Damages pursuant to Attachment J.3122 Within sixty (60) Days after the conclusion of each performance hearing, Agency or 3123 SBWMA may issue a report. As a result of the review, Agency or SBWMA may 3124 Franchise Agreement for Collection Services with Recology San Mateo County Page 76 of 123 Model Agreement for Adaptation by Member Agencies require Contractor to provide expanded or new services within a reasonable time 3125 frame and for reasonable compensation; and Agency or SBWMA may direct 3126 Contractor to take corrective actions for any performance inadequacies.3127 3128 Franchise Agreement for Collection Services with Recology San Mateo County Page 77 of 123 Model Agreement for Adaptation by Member Agencies ARTICLE 93129 RECORD KEEPING AND REPORTING3130 9.01 GENERAL3131 Contractor shall compile and maintain records related to its performance as necessary to 3132 develop the reports required by this Agreement. Contractor agrees to conduct data 3133 collection, record keeping, and reporting activities necessary to meet the reasonable 3134 reporting and Solid Waste, Recyclable Materials, and Organic Materials program 3135 management needs of the Agency, and to comply with Contractor’s obligations under 3136 the Act and other State legislation/regulations (such as, but not limited to, AB 341, AB3137 1826, and SB 1383), other Applicable Laws, and the requirements of this Agreement.3138 Record keeping and reporting requirements specified in this Agreement shall not be 3139 considered a comprehensive list of reporting requirements. In particular, Article 9 is 3140 intended to highlight the general nature of records and reports and their minimum 3141 content and is not meant to comprehensively define the scope and content of the 3142 records and reports. Upon written direction or approval of Agency, the records and 3143 reports required by Contractor in accordance with this and other Articles of the 3144 Agreement shall be adjusted in number, format, or frequency. 3145 Contractor shall maintain all records necessary to allow the Agency to determine 3146 Contractor’s compliance with the terms of the Agreement and compliance with the 3147 Performance Standards and Performance Incentives/Disincentives presented in this 3148 Agreement including, but not limited to, those related to the quality of Collection services 3149 and customer service and those identified in Attachments I and J. The records shall be 3150 maintained in a manner that allows for easy verification of Contractor’s performance.3151 9.02 GENERAL RECORD KEEPING PROVISIONS3152 A.General. Contractor shall maintain records required to conduct its operations, to 3153 support requests it may make to Agency, and to respond to requests from Agency. 3154 All records shall be maintained for five (5) years after the expiration or early 3155 termination of this Agreement.3156 In order to set Contractor’s Compensation pursuant to Article 11, it is necessary for 3157 Contractor to maintain accurate, detailed financial and operational information in a 3158 consistent format and to make such information available to the Agency in a timely 3159 fashion, and in accordance with reporting requirements specified in this Article. 3160 B.Inspection of Records. Agency shall have the right to inspect or review the payroll 3161 tax reports, specific documents or records required expressly or by inference 3162 pursuant to this Agreement, or any other similar records or reports of Contractor 3163 that Agency shall deem, in its sole discretion, reasonably necessary to evaluate 3164 reports, compensation applications provided for in this Agreement, and Contractor's 3165 performance or other matters related to this Agreement.3166 The Agency, its auditors, and other agents selected by the Agency, shall have the 3167 right, during regular business hours, to conduct unannounced on-site inspections 3168 and review of the records and accounting systems of Contractor and to make 3169 copies of any of Contractor’s documents relevant to this Agreement. Upon request, 3170 Contractor shall arrange for records of Related Party Entities to be made available 3171 Franchise Agreement for Collection Services with Recology San Mateo County Page 78 of 123 Model Agreement for Adaptation by Member Agencies to Agency and its official representatives for review, to the extent such records are 3172 reasonably necessary to evaluate reports, compensation applications, Contractor’s 3173 performance, or other matters related to this Agreement.3174 C.Retention of Records. Unless otherwise herein required, Contractor shall retain all 3175 records and data required to be maintained by this Agreement for the Term plus at 3176 least five (5) years after expiration or early termination of the Agreement. Records,3177 and data shall be in a chronological and organized form and readily and easily 3178 interpreted. At the Agency’s request, records and data required to be retained shall 3179 be retrieved in a timely manner (which shall not exceed more than ten (10) 3180 Business Days unless Contractor obtains prior written approval from the Agency) by 3181 Contractor and made available to the Agency. 3182 Contractor shall maintain copies of all Billings and Billing Collections (e.g., 3183 Customer payments) records or copies of Billing summary reports (that document 3184 all Billings and Billing Collections for each Customer) for five (5) years, following the 3185 date of Billings, for inspection and verification by Agency.3186 Records and data required to be maintained that are not specifically directed to be 3187 retained that are, in the sole opinion of the Agency, material to the determination of 3188 Contractor’s Compensation or Rates or to determination of Contractor's 3189 performance, shall be retrieved by Contractor and made available to the Agency in 3190 a timely manner (which shall not exceed ten (10) Business Days unless Contractor 3191 obtains prior written approval from the Agency). When records and data are not 3192 retained or provided by the Contractor, the Agency may make reasonable 3193 assumptions regarding what information is contained in such records and data, and 3194 such assumption(s) shall be conclusive in whatever action the Agency takes.3195 D.Record Security. Contractor shall maintain adequate record security to preserve 3196 records from events that can be reasonably anticipated such as a fire, theft, and an 3197 earthquake. Electronically-maintained data and/or records shall be protected, 3198 backed up, and stored at a separate site from the original data. 3199 9.03 RECORD KEEPING REQUIREMENTS3200 A.Maintenance of Financial and Operational Records 3201 1. General. In order to effectuate Contractor’s Compensation pursuant to Article 3202 11, it is necessary for Contractor to maintain accurate, detailed financial and 3203 operational information in a consistent format and to make such information 3204 available to the Agency and the SBWMA in a timely fashion. 3205 2. Contractor's Accounting Records. Contractor shall maintain accurate and 3206 complete accounting records containing the underlying financial and operating 3207 data relating to, and showing the basis for computation of, all costs associated 3208 with providing services under this Agreement. The accounting records shall be 3209 prepared in accordance with Generally Accepted Accounting Principles (GAAP) 3210 consistently applied.3211 B.Collection Service Records3212 Records shall be maintained and retained by Contractor for Agency relating to:3213 1. Customer and Billing information including, but not limited to, the following for 3214 each Customer.3215 Franchise Agreement for Collection Services with Recology San Mateo County Page 79 of 123 Model Agreement for Adaptation by Member Agencies a. Names, addresses, and phone numbers of Customer, Billing contact 3216 Person, and, if appropriate, for property manager or on-site contact 3217 Person.3218 b. Solid Waste service level, Targeted Recyclable Materials service level, 3219 and Organic Materials service level (where service level includes the 3220 number of Containers, size of each Container, and the Collection3221 frequency of each Container).3222 c. Number of tenant or living units at Multi-Family Residential Complexes.3223 d. Service exemptions for SFD Premises (if applicable).3224 e. Special services (e.g., Backyard and Special Handling Collection for SFD3225 Premises, push/pull service, lock/unlock service, Container Relocation 3226 Service, Long Distance Service, etc.).3227 2. Contractor’s Customer and Billing system shall allow for information to be3228 compiled easily and separately for each Service Sector.3229 3. Weight and volume of material Collected by type (e.g., Solid Waste, Targeted 3230 Recyclable Materials, Organic Materials). Where possible, information shall be 3231 provided separately for each Service Sector.3232 4. Route sheets and route maps identifying the accounts serviced by each 3233 Collection vehicle on a daily basis (e.g., detailed GPS reports).3234 5. Facilities, equipment, and personnel used.3235 6. Facilities and equipment operations, maintenance, and repair.3236 7. Tonnage of Solid Waste, Targeted Recyclable Materials, Universal Waste, and 3237 Organic Materials listed separately by materials type and Service Sector and 3238 the facility where materials were delivered (e.g., Designated Transfer and 3239 Processing Facility).3240 8. Monthly Overall Diversion Level, monthly SFD Diversion Level, and the monthly 3241 Commercial Diversion Level (each stated as a percentage) and calculated in 3242 accordance with Attachment I.3243 9. Targeted Recyclable Materials, Used Motor Oil and Used Motor Oil Filters, 3244 Household Batteries, Cell Phones, and Organic Materials Collection 3245 participation and set-out rates. 3246 10. Tonnage of materials Collected from On-Call Bulky Item Collection services 3247 described in Sections 5.05, 5.06 and 5.12, community collection events as 3248 described in Sections 5.13 and 5.14, and abandoned waste clean-up events 3249 described in Section 5.09, reported separately by material type Collected and 3250 listing destination where materials were delivered (e.g., Goodwill Industries, 3251 Designated Transfer and Processing Facility, etc.).3252 11. Tonnage of Solid Waste, Recyclable Materials, and Organic Materials 3253 Collected from Venues and Community Events as described in Section 5.083254 reported separately by material type Collected and reported separately for each 3255 Venue and Community Event as the total Tonnage of each material type for 3256 each Venue or Community Event monthly.3257 Franchise Agreement for Collection Services with Recology San Mateo County Page 80 of 123 Model Agreement for Adaptation by Member Agencies 12. Volume of Used Motor Oil and number of Used Motor Oil Filters Collected by 3258 Contractor reported separately for each facility where materials were delivered.3259 C.Other Programs Records3260 Records for other programs shall be tailored to specific needs. In general, 3261 Contractor shall maintain and retain the following records:3262 1. Plans, tasks, and milestones; and,3263 2. Accomplishments including activities conducted, dates, quantities of products 3264 used, produced or distributed, and numbers of participants and responses.3265 D.Customer Service Records. Daily logs of all Complaints and Inquiries shall be 3266 retained for a minimum of thirty-six (36) months. Contractor shall maintain and 3267 retain customer service center records which include, but are not limited to, the 3268 following statistics:3269 1. Number of calls received on a daily and monthly basis;3270 2. Number of calls answered on a daily and monthly basis; 3271 3. Number of abandoned (dropped) calls on a daily and monthly basis; 3272 4. Average abandoned time (i.e., Hold Time before abandoning call);3273 5. Number of delayed calls (i.e., calls where caller is placed on hold before 3274 speaking with a customer service agent) on a daily and monthly basis; 3275 6. Average Hold Time for incoming calls on a daily and monthly basis; 3276 7. Percentage of calls answered by a Person within thirty (30) seconds on a daily 3277 and monthly basis; 3278 8. Percentage of calls answered within three (3) minutes on a daily and monthly 3279 basis; 3280 9. Number of e-mail responses sent from the customer service department to 3281 Customers on a monthly basis; 3282 10. Number and percentage of Complaint and Inquiry e-mails or submissions 3283 through Contractor website that received responses before close of business 3284 on the Day received on a monthly basis; 3285 11. Number and percentage of Complaint and Inquiry e-mails that received 3286 responses by the close of business on the Day following the receipt of the 3287 Complaint or Inquiry;3288 12. Number of Complaints and Inquiries received through Contractor’s website on 3289 a daily and monthly basis; 3290 13. Names of all Customer service representatives employed; and,3291 14. Minimum, average, and maximum number of customer service representatives 3292 employed during each month.3293 E.CERCLA Defense Records. Agency views the ability to defend against CERCLA 3294 and related litigation as a matter of great importance. For this reason, the Agency 3295 regards the ability to prove where Solid Waste Collected in the Agency area was 3296 taken for transfer or Disposal, to be matters of concern. Contractor shall maintain 3297 Franchise Agreement for Collection Services with Recology San Mateo County Page 81 of 123 Model Agreement for Adaptation by Member Agencies data retention and preservation systems which can establish where Solid Waste 3298 Collected in the Service Area was delivered for transfer or Disposal. This provision 3299 shall survive the expiration of this Agreement. 3300 F.Compilation of Information for State Law Purposes.Contractor shall compile 3301 information on amounts of Solid Waste delivered to the Designated Transfer and 3302 Processing Facility and to other locations, as well as other information which the 3303 Agency may reasonably request.3304 Contractor shall maintain these records for a minimum of ten (10) years after3305 expiration or earlier termination of the Agreement. Contractor shall provide these 3306 records to Agency (upon request or at the end of the record retention period) in an 3307 organized and indexed manner rather than destroying or Disposing of them. 3308 9.04 GENERAL REPORTING REQUIREMENTS3309 A.Purpose.Records shall be maintained and retained in forms, on media, and by 3310 methods that facilitate flexible use of data contained in them to structure reports, as 3311 needed. Reports are intended to compile recorded data into useful forms of 3312 information that can be used to, among other things:3313 1. Evaluate Diversion performance3314 2. Evaluate Contractor’s performance3315 3. Monitor Customer participation in Targeted Recyclable Materials and Organic 3316 Materials Collection programs and in other programs using several different 3317 performance measures3318 4. Monitor changes in the number of Customers and Customers’ service levels3319 5. Determine needs for adjustment to programs and cost for such changes3320 6. Evaluate customer service and Complaints3321 7. Determine and set Contractor’s Compensation and Rates3322 B.Report Format.Contractor may propose report formats that are responsive to the 3323 objectives and audiences for each report. The format of each report shall be 3324 approved by Agency. The Agency may review and request changes to Contractor’s 3325 report formats and content and Contractor shall not unreasonably deny such 3326 requests. Contractor agrees to submit all reports by e-mail in a format compatible 3327 with the Agency’s software and computers so the Agency can sort and analyze 3328 data. Contractor shall provide a certification statement, under penalty of perjury by 3329 the responsible Contractor official, that the report being submitted is true and 3330 correct to the best knowledge of such official after their reasonable inquiry.3331 C.Submittal Schedule and Instructions. Contractor shall submit monthly reports 3332 within fifteen (15) Days after the end of the reporting month, quarterly reports within 3333 thirty (30) Days after the end of the reporting quarter, and annual reports within 3334 forty-five (45) Days after the end of the reporting year. Contractor shall submit (via 3335 e-mail) all reports to the person(s) designated by SBWMA and Agency. Each 3336 quarterly report shall be in lieu of the monthly report for the third month of the 3337 quarter; thus, Contractor shall submit a total of thirteen (13) periodic reports per 3338 year: eight (8) monthly reports, four (4) quarterly reports, and one (1) annual report.3339 Franchise Agreement for Collection Services with Recology San Mateo County Page 82 of 123 Model Agreement for Adaptation by Member Agencies D.Failure to Report. The refusal or failure of Contractor to file any required reports, 3340 or to provide required information to Agency, or the inclusion of any materially false 3341 or misleading statement or representation by Contractor in such report shall be 3342 deemed a Contractor default as described in Section 14.01 subject to the notice and 3343 cure provisions of that section and shall subject Contractor to all remedies which 3344 are available to the Agency under the Agreement or otherwise.3345 E.Accuracy of Reports. The failure of Contractor to file accurate and timely reports,3346 proposal(s), information, or correspondence to Agency or SBWMA, or the inclusion 3347 of any inaccurate or misleading data, statement or representation by Contractor in 3348 such report(s), proposal(s), information, or correspondence to Agency or SBWMA, 3349 shall be subject to Liquidated Damages as set forth in Attachment J. In addition, the 3350 inclusion of any materially false or misleading statement or representation by 3351 Contractor in such report shall be deemed a Contractor default as described in 3352 Section 14.01 subject to the notice and cure provisions of that Section and shall 3353 subject Contractor to all remedies which are available to the Agency under the 3354 Agreement or otherwise.3355 F.Source Files. Contractor shall provide the SBWMA the following information: (i) 3356 with each monthly or quarterly report, a spreadsheet provided by Operator showing 3357 all Tonnages Collected by Contractor and delivered to the Shoreway Recycling and 3358 Disposal Center from Member Agencies during the reporting month, listed 3359 separately by Member Agency, material type, and Service Sector; (ii) with each 3360 monthly or quarterly report, a spreadsheet containing the information required by 3361 Sections 9.06.B, 9.06.D, and 9.06.E; and, (iii) with each annual report, a3362 spreadsheet containing the information required by Section 9.07.B. Such 3363 information need not be included in the published reports provided to Agency.3364 9.05 MONTHLY REPORTS3365 Monthly reports shall present the information described in this Section in a format agreed 3366 upon by the Agency.3367 A.Tonnage Information. Contractor shall provide the Tonnage information requested 3368 below by Service Sector on a monthly and year-to-date basis, with a comparison to 3369 the prior year. However, the Agency reserves the right to request the monthly 3370 Tonnage data by route.3371 1. Solid Waste. Total Solid Waste Tonnage Collected and Disposed by Service 3372 Sector.3373 2. Targeted Recyclable Materials Services. Total Targeted Recyclable Materials 3374 Tonnage Collected and delivered for processing by Service Sector listed 3375 separately by material type Collected (e.g., Single-Stream Recyclable 3376 Materials, Source Separated cardboard, Source Separated paper, Used Motor 3377 Oil, Used Motor Oil Filters, etc.). 3378 3. Organic Materials Services. Total Organic Materials Tonnage Collected and 3379 delivered for processing by Service Sector listed separately by material type 3380 (e.g., Plant Materials, Food Scraps, or Organic Materials).3381 B.Diversion Level.Contractor shall provide the monthly and year-to-date Calculated 3382 Overall Diversion Level, the monthly and year-to-date Residential Diversion Level, 3383 Franchise Agreement for Collection Services with Recology San Mateo County Page 83 of 123 Model Agreement for Adaptation by Member Agencies and the monthly and year-to-date Commercial Diversion Level (each stated as a 3384 percentage) calculated in accordance with Attachment I, with a comparison to the 3385 prior year. In addition, Contractor shall present the calculations used to determine 3386 the diversion levels.3387 C.Complaint, Inquiry and Service Requests Data. Contractor shall provide 3388 information on the number of Complaints, Inquiries service requests received from 3389 Customers, Generators, or other Person by category (e.g., missed pickups, noise 3390 Complaints, scheduled On-Call Bulky Item Collection events, Overage events, 3391 Billing concerns, property damage claims, requests for information, delivery of 3392 Recycling Tote-Bags, inventory of Recycling Tote-Bags, etc.). Complaint summary, 3393 for each month, summarized by nature of Complaint, Inquiry, and service request3394 on a compatible computer disc or other memory device approved by Agency. The 3395 categorization of Complaints, Inquiries, and service requests shall be agreed upon 3396 by the Agency, SBWMA, and Contractor prior to the Commencement Date, and 3397 shall be adjusted during the Term upon agreement between Agency, SBWMA and 3398 Contractor.3399 D.Call Center Data. Number of calls received, number of calls answered, number of 3400 dropped calls, percentage of dropped calls, Average Hold Time, percentage of calls 3401 answered in thirty (30) seconds.3402 E.Monthly Gross Revenues and Fee Reports. Pursuant to Article 10, a statement 3403 itemizing each fee paid by Contractor to Agency in the month; detailing calculation 3404 of each monthly fee amount; and stating monthly Gross Revenue Billed, by Service 3405 Sector, for all operations conducted or permitted by this Agreement.3406 F.Abandoned Waste Collection. Contractor shall provide a list of all abandoned 3407 waste Collection events performed identifying the address of each Collection 3408 location.3409 G.Multi-Family Tote Bag Distribution.Contractor shall provide a report on Multi-3410 Family Tote Bag Distribution as required by Article 5, Collection Service, Section 3411 5.03.C.2. 3412 H.Other Information. Other information or reports that Agency may reasonably 3413 request or require be added to reporting. These requests may include, but shall not 3414 be limited to, information regarding on-call Bulky Item Collection programs, 3415 abandoned waste Collection, Used Motor Oil and Used Motor Oil Filter Collection, 3416 and Community Events and Venues Collection.3417 9.06 QUARTERLY REPORTS3418 Quarterly reports shall present the information described in this Section, in addition to 3419 the monthly information required under Section 9.05.3420 A.On-Site Customer Assessments and Visual Audits.Contractor shall report the 3421 number of site assessments and visual audits conducted for Multi-Family Dwelling, 3422 Commercial, and Agency Customers, which are required by Sections 7.04 and 7.05.3423 SBWMA may request additional statistics as necessary.3424 B.Public Education Activities.Contractor shall report the following public education 3425 activity information. 3426 1. Public education materials produced and total number of each distributed.3427 Franchise Agreement for Collection Services with Recology San Mateo County Page 84 of 123 Model Agreement for Adaptation by Member Agencies 2. Dates, times, and names of meetings or events attended.3428 3. Dates, times, and names of school(s) where presentations were performed.3429 4. Completion of other activities specified in the then-current Three-Year Public 3430 Education Plan.3431 5. Other educational activities as may be requested by Agency.3432 C.Determination and Payment of Liquidated Damages. In accordance with the 3433 requirements of Section 14.07, Contractor shall provide a report that identifies any 3434 non-compliance with performance measures listed in Attachment J and include 3435 calculation of the Liquidated Damages due. Contractor may include with its report a 3436 written request to meet with Agency's Manager or his or her designee to discuss 3437 Contractor’s evidence refuting the basis for assessing Liquidated Damages3438 pertaining to unacceptable employee behavior. In such cases, Contractor shall 3439 include with its report evidence in writing and written testimony of its employees and 3440 others relevant to the incident(s)/non-performance. Agency's Manager or his or her 3441 designee will provide Contractor with a written explanation of his or her 3442 determination on each incident(s)/non-performance. The decision of Agency's 3443 Manager or his or her designee shall be final.3444 D.Account Summary.Provide the following account summary information in table 3445 format:3446 1. Number of Customers in each Rate and Charge category.3447 2. Total number of Residential, Commercial, and Drop Box Customers 3448 subscribing to Solid Waste, Targeted Recyclable Materials, and Organic 3449 Materials Collection service listed separately by Service Sector and material 3450 type. 3451 3. Percentage of Customers subscribing to Targeted Recyclable Materials 3452 Collection service (listed separately for Multi-Family, Commercial, and Drop 3453 Box Customers), which shall be equal to the total number of Targeted 3454 Recyclable Materials Customers divided by the total number of Solid Waste 3455 Customers.3456 4. Percentage of Customers subscribing to Organic Materials Collection service 3457 (listed separately for Multi-Family, Commercial, and Drop Box Customers), 3458 which shall be equal to the total number of Organic Materials Customers 3459 divided by the total number of Solid Waste Customers.3460 5. Weekly gallons or cubic yards of service provided to Residential, Commercial, 3461 and Drop Box Customers subscribing to Solid Waste, Targeted Recyclable 3462 Materials, and Organic Materials Collection service listed separately by Service 3463 Sector and material type for one week.3464 E. Operational Data. Contractor shall submit the following:3465 1. A summary of Collection route operational data including: average number of 3466 Customers and Containers serviced per route per Day for each Collection 3467 route; average number of actual both on-route and off-route hours per Day by 3468 route (distinguishing between Standard Collection Vehicle Routes and Special 3469 Collection Vehicle Routes, if appropriate);3470 Franchise Agreement for Collection Services with Recology San Mateo County Page 85 of 123 Model Agreement for Adaptation by Member Agencies 2. List of the one hundred (100) largest generators based on weekly Solid Waste 3471 volumes (listed in descending order) within Agency for both Commercial and 3472 Multi-Family Customers. This reporting shall include, at a minimum: the name 3473 of the Customer; the name of the business; the address of the business; the 3474 type(s) of service received (e.g. Collection of Solid Waste, Single-Stream 3475 Targeted Recyclable Materials, Plant Materials, Food Scraps, Organic 3476 Materials, Source Separated cardboard, Source Separated paper, etc.); the 3477 volume of service received weekly measured in cubic yards; the frequency of 3478 service received measured in number of Collections per week; the diversion 3479 volume measured as total service level volume divided by Targeted 3480 Recyclables Materials and/or Organic Materials Collection volume; and, the 3481 change in service level from the prior quarter.3482 F.Recycling Technical Assistance Plan Status Report. Contractor must prepare 3483 and submit to Agency and SBWMA, a Recycling Technical Assistance Plan Status 3484 Report providing required reporting information identified in the then-current Three-3485 Year Plan (prepared in accordance with Section 7.03.B).3486 G.Determination and Payment of Performance Incentives and Disincentives. In 3487 accordance with the requirements of Section 11.07, Contractor shall provide on a3488 quarterly basis a report that identifies compliance with the performance standards 3489 listed in Attachment I and includes calculation of the performance incentive 3490 payments and disincentive assessments due. Performance incentives (in the form 3491 of increased compensation to Contractor) will be awarded by Agency for excellent 3492 performance on aspects of diversion and Customer service as specified in 3493 Attachment I. 3494 All performance incentives and disincentives payments are to be included in 3495 Contractor’s annual Rate Application and Contractor’s Compensation for the next 3496 Rate Year will be increased or decreased by the net amount of performance 3497 incentive payments and disincentive assessments calculated in the Application.3498 Performance incentives and disincentives for Diversion and Average Speed of 3499 Answer and performance disincentives for Ninety (90) Second Maximum Hold Time 3500 shall be calculated in aggregate for the SBWMA Service Area and Agency’s share 3501 shall be proportional based on the Tons of Solid Waste Collected by Contractor for 3502 the previous Rate Year.3503 H.Quality Assurance Program. Contractor shall report quarterly on quality of the 3504 Customer service experience when Customer was interacting with Contractor, 3505 described in Section 7.02.F, during the prior month. The report shall include (i) 3506 name and Service Sector of each Customer contacted, (ii) date and time, (iii) name 3507 of Customer service representative placing call, (iv) summary of Customer’s 3508 responses to questions and other information provided, and (v) follow-up actions 3509 taken, if any, in response to calls. The actual surveys shall be kept by the 3510 Contractor compliant with the record keeping requirements of the Agreement and 3511 such surveys shall be made available to the Agency or SBWMA upon request.3512 9.07 ANNUAL REPORTS3513 Annual reports shall present the information described in this Section, in addition to the 3514 monthly and quarterly report information required under Sections 9.05 and 9.06. The 3515 monthly and quarterly report information shall be presented as well as the annual totals 3516 Franchise Agreement for Collection Services with Recology San Mateo County Page 86 of 123 Model Agreement for Adaptation by Member Agencies for the Rate Year, when applicable (e.g., for Tonnage data, Diversion Level, Complaint 3517 and Inquiry data, Gross Revenue Billed, and Franchise Fees, etc.)3518 A.Operational Information3519 1. Routes by Service Sector3520 a. Number of routes per Day3521 b. Types of vehicles3522 c. Crew size per route3523 e. Number of full-time equivalent routes3524 f. Number of accounts per route3525 g. Total hours per Service Sector per Day and per year3526 h. Average cost per route3527 i. Route sheets and maps3528 2. Personnel3529 a. Organizational chart3530 b. Job classifications and number of full-time equivalent positions for each 3531 (e.g. administrative, customer service representatives, drivers, 3532 supervisors, educational staff, etc.)3533 c. Annual wages by job classification including benefits3534 3. Productivity Statistics3535 a. Number of accounts per Service Sector3536 b. Number of set-outs per Service Sector3537 c. Tons per route per Day by Service Sector3538 4. Operational Changes3539 a. Number of routes3540 b. Staffing3541 c. Supervision3542 d. Collection services3543 5. Equipment - An inventory of equipment in accordance with Section 8.04.D.3544 6. Billing - Billing review report in accordance with Section 7.01.F.3545 B.Customer Account Information. As part of the annual reporting requirement, 3546 Contractor shall make available to Agency detailed Customer account information in 3547 tabular format and in electronic format (in computer software format that is 3548 compatible with the Agency’s) Including the following information for each 3549 Customer: account number; service address; assessor parcel number for Accounts 3550 agreed to by Contractor and Agency; Customer’s name, address, and phone 3551 number; Billing contact name, Billing address, and phone number; Solid Waste, 3552 Targeted Recyclable Materials, and Organic Materials Collection service level (i.e., 3553 number of Containers, size of Containers, frequency of Collection, and Day(s) of 3554 Collection), and Rate or Charge billed. For Multi-Family Customers, the Customer 3555 Franchise Agreement for Collection Services with Recology San Mateo County Page 87 of 123 Model Agreement for Adaptation by Member Agencies account information shall also include the number of dwelling units at each Multi-3556 Family Residential Complex.3557 C.Customer Service Operations.Contractor shall annually prepare and submit, to 3558 Agency and SBWMA, a Customer Service Operations Plan that shall include, at a 3559 minimum, the following sections:3560 1. Customer Service Call Center3561 a. Provide the number CSR supervisory staff and describe their 3562 responsibilities.3563 b. Contractor must describe its training strategy for CSR and CSR 3564 supervisory staff.3565 c. Contractor must describe its strategy and overall approach to attracting 3566 and retaining a high quality CSR staff.3567 2. Website3568 a. Number of on-line payments made3569 b. Number of On-Call Collection Services scheduled3570 c. Number of On-Call Bulky Goods Collections scheduled3571 d. Number of extra Solid Waste pick-ups scheduled3572 e. Number of service changes requested3573 f. Number of Complaints documented and resolved3574 3. Customer Information System3575 a. Status of any changes or upgrades made to system software3576 b. Description of proposed changes to system software3577 c. Explanation and schedule of training activities3578 4. Staffing3579 5. Commercial customer service3580 D.Related Party Entities. Contractor agrees that all financial transactions with all 3581 Related Party Entities shall be approved in advance in writing and disclosed 3582 annually (coinciding with Contractor's annual audited financial statements referred 3583 to in this Section 9.07) to the Agency in a separate disclosure letter to the Agency. 3584 This letter shall include the following information: a general description of the nature 3585 of each transaction, or type of (for many similar) transaction, as applicable. Such 3586 description shall include for each (or similar) transaction, amounts, specific Related 3587 Party Entity, basis of amount (how amount was determined), and description of the 3588 allocation methodology used to allocate any common costs. Amounts shall be 3589 reconciled to the Related Party Entity disclosures made in Contractor's annual 3590 audited financial statements referred to in this Section.3591 At the Agency's request, Contractor shall provide the Agency with copies of working 3592 papers or other documentation deemed relevant by the Agency relating to 3593 information shown in the annual disclosure letter. The annual disclosure letter shall 3594 be provided to the Agency within sixty (60) Business Days of Contractor's Fiscal 3595 Year end.3596 E.Contractor’s Review of Billings. Pursuant to the requirements described in 3597 Section 7.01.F, Contractor shall submit a report on its review of Billings.3598 Franchise Agreement for Collection Services with Recology San Mateo County Page 88 of 123 Model Agreement for Adaptation by Member Agencies F.Determination and Payment of Liquidated Damages. In accordance with the 3599 requirements of Sections 14.07 and 11.07.D, Contractor shall provide with its 3600 annual report, a report that identifies any non-compliance with the performance 3601 standards listed in Attachment J and includes calculation of the Liquidated 3602 Damages due. This report shall be accompanied by supporting documentation 3603 identifying Contractor’s compliance or non-compliance with the specified3604 performance standards. The report submittal shall be accompanied by a check3605 from Contractor in the amount of the Liquidated Damages due (per Contractor’s 3606 calculation and self-reporting) for the reporting period.3607 G.Determination and Payment of Performance Incentives and Disincentives. In 3608 accordance with the requirements of Section 11.07, Contractor shall provide with its 3609 annual report, a report that identifies any non-compliance with the performance 3610 standards listed in Attachment I and includes calculation of the performance 3611 incentive payments and disincentive assessments due. Performance Incentives (in 3612 the form of increased compensation to Contractor) will be awarded by Agency for 3613 excellent performance on aspects of Solid Waste diversion, Collection service 3614 delivery and customer service as specified in Attachment I. Performance 3615 disincentives will be assessed by Agency for substandard performance on aspects 3616 of Solid Waste diversion, Collection service delivery and customer service specified 3617 in Attachment I.3618 Payment related to performance incentives and disincentives are to be included in 3619 Contractor’s annual Rate Application and Contractor’s Compensation for the next 3620 Rate Year will be increased or decreased by the net amount of performance 3621 incentive payments and disincentive assessments calculated. performance 3622 incentives and disincentives shall be calculated as specified in Attachment I.3623 9.08 REQUIRED SPECIFIC REPORTING3624 Event-specific reports shall be submitted following the occurrence of the event as 3625 described in this Section. 3626 A.Report of Accumulated Solid Waste; Unauthorized Dumping.As required by 3627 Section 7.07, Contractor shall report: (i) the addresses of any Premises at which the 3628 driver observes that Solid Waste, Targeted Recyclable Materials, and/or Organic 3629 Materials is accumulating; and (ii) the address, or other location description, at 3630 which Solid Waste, Targeted Recyclable Materials, and/or Organic Materials has 3631 been dumped in an apparently unauthorized manner. The report shall be delivered 3632 to the Agency within one (1) Business Day of such observation.3633 B. Hazardous Waste. As required by Section 8.07, the Contractor shall notify the 3634 Agency of any Hazardous Waste identified in Containers or left at any Premises 3635 within twenty-four (24) hours of identification of such material. 3636 C.Reporting Adverse Information. Contractor shall provide Agency two (2) copies 3637 (one (1) to the Agency Manager, one (1) to the Agency Attorney) of all reports, 3638 pleadings, applications, notifications, Notices of Violation, communications or other 3639 material relating specifically to Contractor’s performance of services pursuant to this 3640 Agreement, submitted by Contractor to, or received by Contractor from, the United 3641 States or California Environmental Protection Agency, the California Department of 3642 Resources Recycling and Recovery (CalRecycle), the Securities and Exchange 3643 Commission or any other federal, State, County, or local agency, including any 3644 Franchise Agreement for Collection Services with Recology San Mateo County Page 89 of 123 Model Agreement for Adaptation by Member Agencies federal or State court. Copies shall be submitted to Agency simultaneously with 3645 Contractor’s filing or submission of such matters with said agencies. Contractor’s 3646 routine correspondence to said agencies need not be submitted to Agency, but shall 3647 be made available to Agency promptly upon Agency’s written request.3648 9.09 UPON-REQUEST REPORTING3649 A.Holiday Tree Services. Within ten (10) Business Days of Agency’s request, 3650 Contractor shall report the Tonnage of Holiday Trees Collected at the Drop Box3651 sites or at drop-off sites (if drop-off sites were established).3652 B.Summary Assessment. Within thirty (30) Days of Agency’s request, highlight 3653 significant accomplishments and problems. Identify recommendations and/or plans 3654 to improve services.3655 C.Hazardous Waste Records.A summary or copy of the Hazardous Waste records 3656 required under Section 8.07.D.3657 D.GPS Route Reports. Contractor shall provide GPS reports as reasonably 3658 requested by Agency or SBWMA.3659 E.Other. The Agency reserves the right to request additional reports from the 3660 Contractor, and the Contractor shall deliver such reports within twenty-five (25)3661 Business Days of such request provided that such information is similar in nature to 3662 the required elements of the monthly, quarterly, or annual reporting requirements 3663 described in Sections 9.05, 9.06, and 9.07. If the information requested by the 3664 Agency is not typically part of the Contractor’s reporting requirements described in 3665 Sections 9.05, 9.06, and 9.07, Contractor shall provide such information if the 3666 Contractor is required to maintain the information under the record-keeping 3667 requirements described in Sections 9.01, 9.02, and 9.03.3668 Contractor acknowledges that the Agency has to submit information to State and 3669 local agencies related to the Act, AB 341, AB 1826, and SB 1383 and may require 3670 additional reporting from the Contractor. If Agency needs additional information to 3671 complete its reports, Contractor shall provide additional information to the extent 3672 Contractor has maintained records on the information requested. The Parties 3673 acknowledge that Contractor shall provide reports to the Agency, and shall not 3674 submit reports to State or local agencies on the behalf of the Agency.3675 3676 Franchise Agreement for Collection Services with Recology San Mateo County Page 90 of 123 Model Agreement for Adaptation by Member Agencies ARTICLE 103677 FRANCHISE FEE AND OTHER FEES3678 10.01 GENERAL3679 The fees described in this Article shall be treated as Other Pass-Through Costs for the 3680 purposes of determining the Revenue Requirement and shall be recoverable through the 3681 Agency-approved Rates and Charges that Contractor bills Customers. Contractor shall 3682 separately identify any of the fees established under this Article on Customer bills if 3683 directed to do so by Agency.3684 10.02 FRANCHISE FEE3685 In consideration of the exclusive franchise granted to Contractor by this Agreement, and 3686 to reimburse Agency for costs incurred in administering this Agreement, Contractor shall 3687 pay to Agency a Franchise Fee specified in Attachment M.3688 10.03 OTHER FEES3689 Agency has adopted other fees, which are intended to recover the costs of services 3690 related to Solid Waste management, Recycling, and cleanliness of public streets and/or 3691 public litter and Recycling containers through inclusion in Rates. The other fees 3692 currently in effect, or which are expected to be in effect as of January 1, 2021 are listed 3693 in Attachment M.3694 10.04 TIME AND METHOD OF PAYMENT3695 On or before the twentieth (20th) Day of each month, Contractor shall pay to Agency (i) 3696 the amount of the Franchise Fees due on Gross Revenues Billed during the immediate 3697 previous month, and (ii) one-twelfth of any other fee established by Agency unless 3698 Agency directs a different payment schedule for such other fees.3699 Contractor shall provide, concurrently with the payment of fees, a statement showing the 3700 calculation of each fee, including the Gross Revenues Billed from Customers in each 3701 Service Sector for that month. The statement shall be in a format, and contain the level 3702 of detail, specified by Agency. Payments from Contractor to Agency shall be made by 3703 wire transfer or other method authorized by Agency.3704 If a fee is not paid on time, Contractor shall pay a late payment charge to the Agency 3705 equal to two percent (2%) of the fees due for that month. In addition, Contractor shall 3706 pay an additional two percent (2%) on any unpaid balance for each thirty (30) Day period 3707 a portion of the fee due remains unpaid. Late payment charges are not included in 3708 Contractor's Compensation and may not be recovered through Rates or Charges.3709 Changes to Contractor’s Compensation to reflect increases or decreases in fees, or the 3710 addition of new fees, are not subject to the Special Compensation Review provisions in 3711 Section 11.05.3712 10.05 ADJUSTMENTS TO FEES; ADDITIONAL FEES3713 Agency may from time to time adjust the amount of the fees described in this Article and 3714 may establish other fees. Changes in the total amount of fees to be collected by 3715 Franchise Agreement for Collection Services with Recology San Mateo County Page 91 of 123 Model Agreement for Adaptation by Member Agencies Contractor and remitted to Agency shall be reflected in an adjustment to Contractor's 3716 Compensation and Rates.3717 3718 Franchise Agreement for Collection Services with Recology San Mateo County Page 92 of 123 Model Agreement for Adaptation by Member Agencies ARTICLE 113719 CONTRACTOR’S COMPENSATION AND RATES3720 11.01 OVERVIEW3721 A. Contractor’s Compensation includes three components:3722 1. Annual Cost of Operations. These include the cost of labor, equipment, 3723 materials and supplies, fuel, insurance, bonds, taxes, overhead and all other 3724 costs necessary to perform all the services required, in the manner required, by 3725 this Agreement, with the exception of costs identified in subsection A.3.3726 2. Profit. Contractor’s profit is determined by applying the Operating Ratio of ninety 3727 and one-half percent (90.5%) to annual costs of operation described in 3728 subsection A.1.3729 3. Contractor Pass-Through Costs. These consist of costs that Contractor is 3730 obligated to pay but on which Contractor does not earn a profit and consist of: (i) 3731 interest expense, and (ii) adjustments to compensation to reflect Agency-specific 3732 Agreement changes (labeled in Attachment N as “Contract Changes to Specific 3733 Agencies”).3734 B. Attachment N includes baseline financial and operational information that shall be 3735 used to calculate Contractor’s Compensation for 2021. The projected 2021 Annual 3736 Costs of Operation, Profit, and Contractor Pass-Through Costs shown on3737 Attachment N: (i) were prepared by Contractor; (ii) were allocated among Member 3738 Agencies based on the allocations used for Contractor’s Application for Rate Year 3739 2017; and, (ii) have been adjusted to reflect refinements in the scope of services 3740 and decisions by individual Member Agencies as to specific programs, levels of 3741 service, or other unique factors affecting only their jurisdiction.3742 C. Contractor’s Compensation for Rate Year Eleven (2021) shall be determined as 3743 provided in Section 11.02.A. Annually thereafter, Contractor’s Compensation shall 3744 be adjusted as provided in Section 11.02.D.3745 D. After the conclusion of each Rate Year, SBWMA will conduct a revenue 3746 reconciliation process as provided in Section 11.03. The purpose of this procedure 3747 is to reconcile Net Revenues Billed by Contractor for a Rate Year with the approved 3748 Contractor’s Compensation for that Rate Year. Adjustments to Contractor’s3749 Compensation will be made in a subsequent Rate Year to recover any excess 3750 revenue from Contractor or to compensate Contractor for a revenue shortfall.3751 E. However, no adjustments to Contractor’s Compensation will be made for 3752 differences between total costs of operation or Contractor Pass-Through Costs as 3753 calculated for the Rate Year and as actually incurred, with the exception of cost 3754 differences due to changes in scope of services (Section 15.12) or as authorized by 3755 a special compensation review (Section 11.05) or an adjustment under Section 3756 3.03.B. If Contractor’s actual annual cost of operations, actual profits and actual 3757 Contractor’s Pass-Through Costs are more or less than the amounts included in the 3758 annual calculation of Contractor’s Compensation, Contractor is neither entitled to an 3759 Franchise Agreement for Collection Services with Recology San Mateo County Page 93 of 123 Model Agreement for Adaptation by Member Agencies increase in compensation, nor subject to a reduction in compensation, in future 3760 Rate Years.3761 11.02 DETERMINATION OF CONTRACTOR’S COMPENSATION3762 A.Contractor’s Compensation for Rate Year Eleven (2021). Contractor’s 3763 Compensation for 2021 shall be determined in 2020 by adjusting Contractor’s 3764 projected 2021 Contractor’s Compensation shown on Attachment N to reflect the 3765 following factors:3766 x Change in Customer account and service levels as provided in Attachment K;3767 and,3768 x Change in fuel prices as provided in Attachment K.3769 B.Different Compensation Methods for Other Member Agency. If Contractor 3770 enters into a franchise agreement with any other Member Agency which uses a 3771 substantially different methodology for calculating Contractor's Compensation than 3772 that set forth in Article 11 and Attachments K and N of this Agreement, then (i) for 3773 purposes of calculating Contractor's Compensation under this Agreement, 3774 Contractor's costs of providing service to such other Member Agency shall continue 3775 to be calculated using the methodology set forth in Attachments K and N, and, (ii)3776 Contractor's Compensation for providing service to such other Member Agency 3777 shall be as set forth in the franchise agreement between it and Contractor. Any such 3778 franchise agreement shall (i) implement the performance incentives and 3779 disincentives provided for in this Agreement, and, (ii) require Contractor to pay 3780 sums due to SBWMA for delivery of materials from such Member Agency to 3781 Shoreway Recycling and Disposal Center.3782 C.Reserved3783 D.Contractor’s Compensation for Subsequent Rate Years.Contractor’s 3784 Compensation shall be adjusted annually, commencing with the determination of 3785 Contractor’s Compensation for Rate Year Twelve (2022) and continuing through the 3786 remaining Term including any extension periods to reflect inflation (or deflation),3787 changes in service levels, and the difference between Contractor’s Compensation 3788 approved for the prior Rate Year (e.g., 2021) and Net Revenues Billed (e.g., 2021)3789 and similarly for subsequent Rate Years.3790 E.No Changes for Actuals. During the Term, no changes to Contractor’s 3791 Compensation will be made to reflect actual costs, actual profit, or actual Contractor 3792 Pass-Through Costs, except for adjustments related to vehicle acquisition costs, as 3793 provided in Attachment K.3794 F.Change in Contractor’s Compensation for Rate Years Eight, Nine, and Ten 3795 (2018, 2019, 2020). The Contractor’s Compensation for Rate Years Eight, Nine, 3796 and Ten (2018, 2019, 2020) shall be determined in accordance with the procedures 3797 specified in Attachment K of the 2009 Franchise Agreement with the following 3798 exceptions:3799 Franchise Agreement for Collection Services with Recology San Mateo County Page 94 of 123 Model Agreement for Adaptation by Member Agencies 1. In Rate Years Eight, Nine, and Ten (2018, 2019, 2020), an adjustment shall be 3800 made to allocated indirect costs to account for a reduction in the staffing of 3801 Contractor’s Waste Zero Specialists (from 8 full-time positions to 6 full-time 3802 positions). The adjustment shall be made by adding a new line item to the 3803 Contractor’s Compensation adjustment calculations (after the General and 3804 Administrative line item), which shall be titled “Adjustment for Waste Zero 3805 Specialists” and include a negative amount of $200,000 for Rate Year Eight 3806 (2018). The annual reduction amount shall be adjusted annually for Rate Year 3807 Nine (2019) and Ten (2020) using the same adjustment method used to adjust 3808 the General and Administrative costs.3809 2. In Rate Year Ten (2020), the vehicle depreciation shall be $4,092,539.3810 11.03 ANNUAL REVENUE RECONCILIATION PROCESS3811 After completion of each Rate Year, a revenue reconciliation process will be 3812 implemented as provided in this Section and further described in Attachment K, Section3813 10.3814 The purpose of this process is to determine, for each Member Agency, the difference 3815 between the actual Net Revenue Billed by Contractor for such Member Agency for the 3816 preceding Rate Year and the calculated Contractor’s Compensation approved for such 3817 Member Agency for that Rate Year.3818 The Contractor shall submit a report to Agency and SBWMA on or before March 31 of 3819 each Rate Year, commencing March 31, 2021.3820 The report shall include the following information (items) for the preceding Rate Year:3821 A.Gross Revenue Billed.Gross Revenue Billed is the total amount billed by 3822 Contractor or Agency to Customers for all services attributable to the Rate Year in 3823 question as further defined in Attachment A. The report shall identify the amount of 3824 Gross Revenue Billed attributable to each Member Agency. (In the case of Member 3825 Agencies that bill Customers directly for some or all of the services provided by 3826 Contractor, Gross Revenue Billed shall include all amounts paid to Contractor by 3827 those Member Agencies.)3828 B.Payments to SBWMA.Payments to SBWMA are the amounts charged by SBWMA 3829 for delivery of materials to the Designated Transfer and Disposal Facility. They do 3830 not include payments to SBWMA pursuant to Section 6.02 for excess 3831 Contamination. The report shall identify the amount of these payments attributable 3832 to each Member Agency, using the methodology described in Attachment K, 3833 Section 8.3834 C.Payments to Agencies for Franchise Fees and Other Fees Described in Article 3835 10.The report shall identify the amount of these payments attributable to the Rate 3836 Year in question made to each Member Agency.3837 D.Revenues Attributable to Additional Service. In addition to regularly scheduled 3838 Collection service, Contractor may provide additional services to Customers or 3839 Franchise Agreement for Collection Services with Recology San Mateo County Page 95 of 123 Model Agreement for Adaptation by Member Agencies Agency on regular basis or “on-call” basis. A list of these additional services and 3840 Charges is included as Attachment Q. Contractor shall bill Customer for these 3841 services, or Agency when services are provided to Agency, at Agency-approved 3842 Charges specified in Attachment Q. The report shall identify the amount of billings 3843 for each Member Agency for additional services listed on Attachment.3844 Because the amount of such additional services may vary from year to year and is 3845 unpredictable, the costs and revenues associated with them are not included in 3846 SBWMA’s prospective calculation of Contractor’s Compensation or in the revenue 3847 reconciliation process described in Attachment K, with the exception that the 3848 revenue reconciliation process shall include Gross Billed Revenue received from 3849 SFD Customers that subscribe to Backyard Collection Services up to the first twenty 3850 percent (20%) of SFD Customers that subscribe to such service. If more than 3851 twenty percent (20%) of the SFD Customers subscribe to Backyard Collection 3852 Services, Contractor shall retain revenues received from SFD Customers in excess 3853 of the first twenty percent (20%) of SFD Customers that subscribe to Backyard 3854 Collection Services. For example, if 10,000 SFD Customer subscribe to Collection 3855 services, the Gross Billed Revenue from up to 2,000 SFD Customers subscribing to 3856 Backyard Collection Services shall be included in the revenue reconciliation 3857 process. To continue this example, revenues from any additional SFD Customers 3858 (above the first 2,000 Customers) subscribing to Backyard Collection Services shall 3859 not be included revenue reconciliation and shall be retained by the Contractor. The 3860 report provided by Contractor shall include the Backyard Collection Service 3861 revenues and calculation of the portion of such revenues to be included in the 3862 revenue reconciliation.3863 E.Net Revenue Billed. Net Revenue Billed equals the result obtained by subtracting 3864 the sum of items B, C, and D above from item A above [i.e., Net Revenue Billed = A3865 – (B+C+D)]. In this calculation, item D shall equal the Gross Revenue Billed from 3866 Attachment Q Charges less revenue to be included in the revenue reconciliation 3867 process for the Backyard Collection Service charge as described in item D above.3868 F.Liquidated Damages; Performance Incentives and Disincentives. Liquidated 3869 Damages assessed by Member Agencies pursuant to Section 14.07 are not 3870 included in the revenue reconciliation process. Similarly, performance incentive 3871 payments and performance disincentive assessments provided for in Section 11.07 3872 are not included in the revenue reconciliation process.3873 G.Comparison to Contractor’s Compensation. The report shall identify the 3874 approved Contractor’s Compensation for each Member Agency and shall compare it 3875 to Net Revenue Billed for such Member Agency to determine the revenue shortfall 3876 or revenue surplus.3877 H.SBWMA Review . The SBWMA will review the report and underlying financial data 3878 for accuracy, will confer with Member Agencies to confirm data as to each Agency, 3879 and will meet with Contractor to resolve any errors or inconsistencies.3880 The SBWMA will incorporate its conclusions as to revenue shortfalls or revenue 3881 surpluses experienced by Contractor as to each Member Agency into its calculation 3882 Franchise Agreement for Collection Services with Recology San Mateo County Page 96 of 123 Model Agreement for Adaptation by Member Agencies of Contractor’s Compensation for the following Rate Year distributed to all Member 3883 Agencies in the fall of each year.3884 I.Final Rate Year. The revenue reconciliation process will be conducted for the last 3885 Rate Year of the Agreement. 3886 11.04 APPLICATION PROCESS FOR CONTRACTOR’S COMPENSATION3887 A.Application Date and Content. Contractor shall prepare and submit to Agency and 3888 SBWMA by June 15 of each year, beginning on June 15, 2020 for Rate Year Eleven 3889 (2021) Contractor’s Compensation, an Application for determination of Contractor’s 3890 Compensation for the next Rate Year. This Application shall cover all Member 3891 Agencies and shall present the calculation of Contractor’s Compensation for each 3892 Member Agency using the methodology prescribed in Attachment K and illustrated 3893 in Attachment N. Contractor shall provide any additional information requested by 3894 the Agency or by SBWMA during its review of the Application. 3895 B.Review of Application.The Application shall be reviewed by SBWMA for 3896 accuracy and consistency with the procedures for determining Contractor’s 3897 Compensation specified in this Agreement as described in Attachment K. SBWMA 3898 shall share with Contractor any factual or calculation errors identified in the 3899 Application and Contractor shall have the opportunity to revise its Application.3900 C.SBWMA Report on Application.As provided in Attachment K, SBWMA staff shall 3901 distribute, on or before September 1 of each year, a report in draft form which (i) 3902 identifies the amount of Contractor’s Compensation and Pass-Through Costs 3903 calculated for each Agency for the following Rate Year, and (ii) provides an overall 3904 percentage increase or decrease in Agency’s Rates which SBWMA calculates will 3905 generate Customer revenues sufficient to cover Contractor’s Compensation and3906 Pass-Through Costs.3907 SBWMA will take into account comments received from Agency and other Member 3908 Agencies within ten (10) Days after distribution of the report in draft form. A final 3909 report will be presented to and considered by the SBWMA Board of Directors and 3910 approved for distribution to all Member Agencies on or before October 1 of each 3911 year. The determination of Contractor’s Compensation and the estimation of Pass-3912 Through Costs for each Member Agency contained in the final Report shall be 3913 binding on Contractor and Agency.3914 11.05 SPECIAL COMPENSATION REVIEW3915 A.Eligible Items. The Contractor may apply to the Agency for consideration of a 3916 special review of Contractor’s Compensation, and the Agency may initiate such a 3917 review, if one or more of the following events occur and cause an increase in or 3918 decrease to Contractor’s Compensation by two percent (2%) or more for the then-3919 current Rate Year. If one or more of the following events occur and cause an3920 increase in or decrease to Contractor’s Compensation by less than two percent 3921 (2%) for the then-current Rate Year, such cost impact shall be considered at the 3922 time the annual Contractor’s Compensation adjustment process is performed in 3923 Franchise Agreement for Collection Services with Recology San Mateo County Page 97 of 123 Model Agreement for Adaptation by Member Agencies accordance with Section 11.02, and Contractor may be compensated retroactively 3924 for such cost subject to Agency approval.3925 1. Provision of emergency services pursuant to Section 7.08.3926 2. Flood, earthquake, or other similar catastrophic event affecting the Agency 3927 which is beyond the control of and not the fault of the Contractor.3928 3. Change in Law occurring after January 1, 2011.3929 4. Changes in the Rates charged for Backyard Collection Service and/or Curbside3930 Collection Service that alter the price differential between the two, causing 3931 Customers to migrate from one to the other, with the result of increasing or 3932 decreasing Contractor’s annual cost of operation by two percent (2%) or more.3933 A special compensation review must be requested by Contractor, or initiated by 3934 Agency, within twelve (12) months after one of the above-described events has 3935 occurred unless otherwise agreed to by the Agency.3936 B.Ineligible Items. A special review of Contractor’s Compensation may not be 3937 initiated for any of the following reasons:3938 1. Increases or decreases in Contractor’s cost of operations in excess of the 3939 adjustments provided through the annual adjustment mechanism described in 3940 Attachment K.3941 2. Growth or decline in the number of Customers or their service levels, with the 3942 exception of adjustments described in Attachment K.3943 3. Changes in the mix of Container sizes or frequency of Collection, with the 3944 exception of adjustments described in Attachment K.3945 C.Review of Costs. Agency shall have the right to review any and all financial and 3946 operating records of Contractor. Agency will take into account the net overall impact3947 of the event on Contractor’s Compensation, including reductions in cost resulting 3948 from curtailments in service levels or other factors.3949 D.Submittal of Request. Contractor must submit its request for a special review in a 3950 form and manner specified by the Agency, together with required cost and 3951 operational data. Agency will review the request and determine the amount owed, if 3952 any, to Contractor and the time period to be covered by special compensation 3953 circumstances.3954 E.Burden of Justification. In a special compensation review under this Section,3955 Contractor shall bear the burden of justifying to the Agency by substantial evidence 3956 its entitlement to continuation of current, as well as any increases in, Contractor’s 3957 Compensation. If the Agency determines that the Contractor has not met its 3958 burden, it shall notify Contractor that it is prepared to deny Contractor’s request for 3959 an increase in compensation, or to proceed with a reduction in compensation. 3960 Within ten (10) Days after such notice, Contractor may request a hearing before the 3961 Agency’s governing body to produce additional evidence. Upon such request, the 3962 Agency shall provide a hearing before the Agency governing body.3963 Franchise Agreement for Collection Services with Recology San Mateo County Page 98 of 123 Model Agreement for Adaptation by Member Agencies F.Hearing. Based on evidence presented to it, including, that submitted by3964 Contractor, the Agency governing body may grant some, all, or none of the 3965 requested increase in, or may reduce, Contractor’s Compensation. In the event 3966 Agency denies Contractor’s requested increase in whole or in part, Contractor shall 3967 have the right to present its claim to a court of competent jurisdiction.3968 G.Cost of Review. Contractor shall bear all reasonable costs incurred by Agency 3969 (including assistance provided to it by SBWMA) of a special review which it has 3970 requested up to a maximum of sixty thousand dollars ($60,000). Costs of a review 3971 requested by Contractor may not be included in Contractor’s Compensation,3972 charged to Agency or Customers, nor included in the calculation used as rationale 3973 to initiate a special compensation review.3974 11.06 COMPENSATION ADJUSTMENTS FOR CHANGES IN SCOPE OF SERVICES OR 3975 SERVICE LEVELS3976 In the event the Agency directs a change in accordance with Section 15.12, an equitable 3977 adjustment in Contractor’s Compensation will be made, effective with the 3978 commencement of the change, to reflect increases or decreases, if any, in Contractor’s 3979 Compensation. The adjustment in compensation will also reflect the corresponding 3980 change in profit. The change in Contractor’s Compensation will therefore consist of the 3981 sum of (i) the incremental change to costs, and (ii) profit adjustment at the allowed3982 operating ratio of ninety and one-half percent (90.5%).3983 Within forty-five (45) Days of a request by Agency to initiate a change in service,3984 Contractor shall present a proposal to Agency containing a complete description of the 3985 following, if and to the extent applicable:3986 1. Collection methodology to be employed.3987 2. Equipment to be utilized (number of vehicles, types, capacity, age, etc.).3988 3. Labor requirements (number of employees by classification).3989 4. Type of Containers to be used.3990 5. Description of program publicity/education/marketing materials to be developed.3991 6. Estimated Tonnage to be diverted and the methodology for determining that 3992 diverted Tonnage.3993 7. Anticipated impacts of the change, if any, on performance incentive and disincentive3994 measures included in Attachment I. 3995 8. Description of end uses of Collected material.3996 9. Three (3) year projection of the financial impact of the program's operations in a 3997 balance sheet and operating statement format including documentation of the key 3998 assumptions underlying the projections and the support for those assumptions, 3999 giving full effect to the savings or costs to existing services and the Rate impact to 4000 affected Customers.4001 10. Monitoring tools and quantitative measures including: cost per Ton; annual 4002 diversion; and pre-implementation as well as expected post-implementation route 4003 information including cost per route and accounts or lifts per route per Day.4004 Franchise Agreement for Collection Services with Recology San Mateo County Page 99 of 123 Model Agreement for Adaptation by Member Agencies 11.07 RATE-SETTING PROCESS4005 A.General. The Agency shall be solely responsible for establishing and adjusting 4006 Rates as described in this Article.4007 B.Annual Review Process. The Rates shall be reviewed annually by Agency,4008 commencing with Rate Year Eleven (2021) and continuing through the remaining 4009 Term including any extension periods. The Agency shall adjust Rates as necessary4010 to generate annual Gross Revenues Billed equal to Contractor’s Compensation4011 approved for the Rate Year and other approved Pass-Through Costs (such as 4012 Disposal and processing costs and Agency fees).4013 If Agency elects to set Rates that are below those recommended in the SBWMA 4014 report, (or delays acting to revise Rates such that the recommended Rates do not 4015 go into effect until after January 1), and the Revenue Reconciliation process 4016 conducted by SBWMA for that Rate Year demonstrates that Net Revenues Billed 4017 were less than the approved Contractor’s Compensation contained in the SBWMA 4018 report, interest shall accrue on the difference. Interest shall apply (i) to fifty percent 4019 (50%) of the difference during the Rate Year in which the shortfall in revenue 4020 occurred, and (ii) one-hundred percent (100%) of the difference during the 4021 immediately following Rate Year. The interest rate applied to both years shall be 4022 the prime rate in effect when SBWMA issued the report for that Rate Year plus one4023 percent (1%). Interest payment arrangements shall be governed by the July 8, 2015 4024 Memorandum of Understanding between Contractor and SBWMA, which is 4025 provided in Attachment S.4026 C.Rate Structure. The Agency shall have the sole and exclusive right to change the 4027 relationship of individual Rates in comparison with other Rates and to allocate total 4028 Contractor’s Compensation among Service Sectors and Lines of Business. If a 4029 change in the Rates charged for Backyard Collection service or Curbside Collection 4030 service causes a Customer migration from one to the other which in turn increases 4031 or decreases Contractor’s annual cost of operation, either Party may initiate a4032 special compensation review subject to conditions specified in Section 11.05.4033 If at any time Contractor believes that a Rate not included in the Agency-approved 4034 Rate schedule would be necessary or useful, Contractor shall notify the Agency and 4035 recommend establishment of such Rate. For example, if a Customer requests 4036 Collection of a fifteen (15) cubic yard Compactor five (5) times per week and the 4037 Agency-approved Rate schedule does not include this level of service, the 4038 Contractor shall recommend that the Agency establish a Rate for this level of 4039 service.4040 D.Liquidated Damages. Contractor shall pay Agency the amounts, if any, due for 4041 Liquidated Damages under Section 14.07 and Attachment J with submittal of its 4042 annual report to Agency pursuant to Section 9.07.4043 E.Performance Incentives and Disincentives. Contractor shall submit an annual 4044 report on the Performance Incentives and Disincentives detailed in Attachment I4045 with submittal of its quarterly and annual reports to Agency and SBWMA pursuant 4046 to Section 9.06 and Section 9.07. Contractor shall pay Agency or Agency shall pay 4047 Contractor the net amount, if any, due for Performance Incentives and Disincentives 4048 calculated pursuant to Section 11.07, Attachment I, and Attachment N.4049 Franchise Agreement for Collection Services with Recology San Mateo County Page 100 of 123 Model Agreement for Adaptation by Member Agencies Payment related to Performance Incentives and Disincentives are to be included in 4050 Contractor’s Application and Contractor’s Compensation for the next Rate Year will 4051 be increased or decreased by the net amount of Performance Incentive payments 4052 and Disincentive assessments calculated.4053 11.08 NOTICE OF RATE ADJUSTMENTS4054 If requested by Agency, Contractor shall provide Agency with a complete and current list 4055 of its Customer addresses within ten (10) Days of the request. In addition, if requested 4056 by Agency, Contractor shall arrange for notices (prepared by Agency) to be mailed.4057 11.09 POTENTIAL RATE CONSTRAINTS4058 A. The parties recognize that, as of the date this Agreement is entered into, there is no 4059 authoritative judicial determination of whether Articles 13.C and 13.D of the 4060 California Constitution apply to rates and charges imposed by private enterprises for 4061 Solid Waste handling and Recycling services when those charges are regulated by 4062 a local government.4063 Until such authoritative judicial guidance is available, the Agency intends to provide 4064 notice of proposed Rates or Charges increases, and an opportunity for public 4065 hearing and protest as required by Article 13.D of the California Constitution.4066 B. The Agency will not be in default of this Agreement if (i) a majority protest prevents 4067 a proposed Rate increase from being adopted, (ii) a court rules that Rates adopted 4068 by the Agency are not consistent with Article 13.D, or (iii) an initiative reduces Rates 4069 from those in effect. After any such event, the Parties shall promptly meet and 4070 confer in good faith to consider modifications to service levels commensurate with 4071 the Rates that Contractor may legally charge.4072 4073 4074 Franchise Agreement for Collection Services with Recology San Mateo County Page 101 of 123 Model Agreement for Adaptation by Member Agencies ARTICLE 124075 AGENCY RIGHT TO USE EQUIPMENT AND4076 FACILITIES4077 12.01 PURPOSE4078 The Parties recognize (i) that frequent and continuous collection of Solid Waste, 4079 Targeted Recyclable Materials, and Organic Materials is an essential public service and 4080 an important element of public health in developed communities such as Agency, and (ii)4081 that even a temporary interruption in the Collection and transport services entrusted to 4082 Contractor may threaten the public health and safety, as well as causing serious 4083 financial harm to business operations in the Agency.4084 The purpose of this Article is to provide the Agency the ability to respond to such threats 4085 to the public health, safety, and welfare by making use of Contractor’s Facilities and 4086 equipment. This Article applies to any interruption of services, regardless of whether or 4087 not Contractor’s failure to perform is excused under Section 14.09.4088 12.02 CONDITIONS AUTHORIZING AGENCY’S RIGHT TO USE OF FACILITIES AND4089 EQUIPMENT4090 If Contractor, for any reason, fails, refuses or is unable to Collect Solid Waste, Targeted 4091 Recyclable Materials, and Organic Materials at the times and in the manner required by 4092 this Agreement, and transport them to the Designated Transfer and Processing Facility,4093 for more than two (2) Business Days, Agency may invoke this Article. Agency shall 4094 provide Contractor written notice that it intends to consider invoking this Article at a 4095 public meeting of its governing body, to be held two (2) or more Business Days from the 4096 date of the notice.4097 At the meeting, the governing body may invoke its rights under this Article if it 4098 determines that there has been an interruption in Collection service and that such 4099 interruption may continue, thereby threatening the public health, safety and welfare. If 4100 the governing body makes that determination, it may also determine to exercise the 4101 Agency’s right to (i) perform Collection and transport services with its own personnel 4102 and/or those of other Member Agencies which have invoked this right under their4103 Franchise Agreements with Contractor or authorize a third party to do so, and (ii) take 4104 possession of any of Contractor’s property, including vehicles and other equipment used 4105 or useful in providing such services or in the Billing and collection of Rates billed for such 4106 services (collectively “Properties”).4107 12.03 NOTICE TO CONTRACTOR4108 Agency shall deliver written notice to Contractor of its determination to exercise its right 4109 to provide Collection services and to make use of Contractor’s Properties to do so. 4110 Upon receipt of the notice, Contractor shall immediately take all steps necessary to 4111 make available to Agency any of its vehicles and equipment that are requested by 4112 Agency. Contractor shall also cooperate in any other way requested by Agency to assist 4113 Agency in providing Collection services on a temporary basis.4114 Franchise Agreement for Collection Services with Recology San Mateo County Page 102 of 123 Model Agreement for Adaptation by Member Agencies 12.04 RIGHTS AND RESPONSIBILITIES OF PARTIES4115 Agency will be responsible for the proper use and operation of Contractor’s Properties, 4116 including maintenance and repair of vehicles and equipment. Agency will defend, 4117 indemnify and hold Contractor harmless from claims by third parties that are due solely 4118 to Agency's negligence in operating Contractor's vehicles or equipment, and not due in 4119 whole or in part to defects in the design or manufacture of the vehicles or equipment or 4120 to Contractor's failure to maintain them in good and safe operating condition.4121 If the interruption in service is excused under Section 14.09, Agency will pay Contractor 4122 one hundred dollars ($100) per Business Day per vehicle, which will constitute full 4123 compensation for use of all Properties. If the interruption in service constitutes a breach 4124 of contract or default, no payment is required.4125 Revenue received from Customers that is attributable to the period of time during which 4126 Agency provides temporary Collection service shall accrue to Agency rather than 4127 Contractor.4128 Agency may delegate the use and operation of any or all of Contractor’s Properties to a 4129 third party.4130 If the interruption of Collection service is caused by a breach of contract or default by 4131 Contractor, Liquidated Damages and performance disincentives will continue to accrue 4132 until Contractor resumes the provision of Collection services in full compliance with the 4133 Agreement.4134 12.05 DURATION OF AGENCY’S RIGHT TO POSSESSION AND USE OF 4135 VEHICLES/EQUIPMENT4136 Agency may retain possession of Contractor’s Properties and provide Collection 4137 services until the Contractor demonstrates to Agency’s satisfaction that it is ready, 4138 willing, and able to resume providing such services, or one hundred eighty (180) Days4139 from the notice given under Section 12.03, whichever occurs first.4140 Agency has no obligation to exercise its rights under this Article or, having done so, to 4141 continue to provide Collection services. It may at any time, in its sole discretion, 4142 relinquish possession of Contractor’s Properties to Contractor.4143 Contractor’s Properties shall be returned to Contractor in a condition substantially the 4144 same as that which existed at the time the Agency took possession of them, ordinary 4145 wear and tear excepted.4146 12.06 GENERAL4147 The Agency’s exercise of its rights under this Article, (i) does not constitute taking or 4148 damaging of property for which compensation (other than as provided in this Article) 4149 must be paid, and (ii) does not exempt Contractor from its indemnity obligations under 4150 Article 13, which are meant to extend to circumstances arising under this Article, 4151 provided that Contractor is not required to indemnify Agency against claims arising from 4152 the sole negligence of Agency’s employees or agents in the operation and use of 4153 Contractor’s Properties during the time the Agency has sole possession of them.4154 The Agency’s exercise of its rights under this Article does not limit its ability to seek any 4155 of the remedies available to it under Article 14.4156 Franchise Agreement for Collection Services with Recology San Mateo County Page 103 of 123 Model Agreement for Adaptation by Member Agencies The Agency’s rights under this Article do not preclude its permanent acquisition of 4157 Contractor’s vehicles and equipment used in providing service to Agency through the 4158 exercise of eminent domain.4159 4160 Franchise Agreement for Collection Services with Recology San Mateo County Page 104 of 123 Model Agreement for Adaptation by Member Agencies ARTICLE 134161 INDEMNITY, INSURANCE, BOND, GUARANTY4162 13.01 INDEMNIFICATION4163 Contractor shall indemnify, defend, and hold harmless Agency, its officers, employees 4164 and agents (collectively, the "Indemnitees"), from and against (i) any and all liability, 4165 penalty, claim, demand, action, proceeding, or suit, of any and every kind and 4166 description, whether judicial, quasi-judicial, or administrative in nature, (ii) any and all 4167 loss including, but not limited to, injury to and death of any person and damage to 4168 property, and (iii) contribution or indemnity demanded by third parties (collectively, the 4169 “Claims”), arising out of or occasioned in any way by, directly or indirectly, Contractor’s 4170 performance of, or its failure to perform, its obligations under this Agreement. The 4171 foregoing indemnity shall not apply to the extent that a Claim is caused solely by the 4172 active negligence or intentional misconduct of the Indemnitees, but shall apply if the 4173 Claim is caused by the joint negligence of Contractor and other Persons, including an 4174 Indemnitee. Upon the occurrence of any Claim, Contractor shall defend (with attorneys 4175 reasonably acceptable to Agency) the Indemnitees. Contractor’s duty to defend and 4176 indemnify shall survive the expiration or earlier termination of this Agreement.4177 13.02 INSURANCE4178 A.Types and Amounts of Coverage. Contractor shall procure from an insurance 4179 company or companies admitted or authorized to do business in the State of 4180 California, and shall maintain in force at all times during the Term, the following 4181 types and amounts of insurance:4182 1. Workers’ Compensation and Employer’s Liability. Contractor shall maintain 4183 workers’ compensation insurance covering its employees in statutory amounts 4184 and otherwise in compliance with the laws of the State of California. Contractor 4185 shall maintain employer’s liability insurance in an amount not less than one 4186 million dollars ($1,000,000) per accident or disease. Contractor shall not be 4187 obligated to carry workers compensation insurance if (i) it qualifies under 4188 California law and continuously complies with all statutory obligations to self-4189 insure against such risks; (ii) furnishes a certificate of Permission to Self Insure 4190 issued by the Department of Industrial Relations; and (iii) furnishes updated 4191 certificates of Permission to Self Insure periodically to evidence continuous self 4192 insurance.4193 2. Comprehensive General Liability. Contractor shall maintain comprehensive 4194 general liability insurance with a combined single limit of not less than ten million 4195 dollars ($10,000,000) per occurrence covering all claims and all legal liability for 4196 personal injury, bodily injury, death, and property damage, including the loss of 4197 use thereof, arising out of, or occasioned in any way by, directly or indirectly, 4198 Contractor’s performance of, or its failure to perform, services under this 4199 Agreement.4200 The insurance required by this subsection shall include:4201 (i) Premises Operations (including use of owned and non-owned 4202 equipment);4203 Franchise Agreement for Collection Services with Recology San Mateo County Page 105 of 123 Model Agreement for Adaptation by Member Agencies (ii) Personal Injury Liability with employment exclusion deleted;4204 (iii) Broad Form Blanket Contractual with no exclusions for bodily injury, 4205 personal injury or property damage (including coverage for the 4206 indemnity obligations contained herein);4207 (iv) Owned, Non-Owned, and Hired Motor Vehicles;4208 (v) Broad Form Property Damage.4209 The comprehensive general liability insurance shall be written on an “occurrence” 4210 basis (rather than a “claims made” basis) in a form at least as broad as the most 4211 current version of the Insurance Service Office commercial general liability 4212 occurrence policy form (CG0001). If occurrence coverage is not obtainable, 4213 Contractor must arrange for “tail coverage” on a claims made policy to protect 4214 Agency from claims filed within four (4) years after the expiration or earlier 4215 termination of this Agreement relating to incidents that occurred prior to such 4216 expiration or termination.4217 3. Automobile Liability. Contractor shall maintain automobile liability insurance 4218 covering all vehicles used in performing service under this Agreement with a 4219 combined single limit of not less than ten million dollars ($10,000,000) per 4220 occurrence for bodily injury and property damage.4221 4. Pollution (Environmental Impairment) Liability. Contractor shall maintain pollution 4222 liability insurance coverage of not less than ten million dollars ($10,000,000) per 4223 occurrence covering claims for on-site, under-site, or off-site bodily injury and 4224 property damage as a result of pollution conditions arising out of its operations4225 under this Agreement.4226 B.Acceptability of Insureds. The insurance policies required by this section shall be 4227 issued by an insurance company or companies admitted to do business in the State 4228 of California, subject to the jurisdiction of the California Insurance Commissioner, 4229 and with a rating in the most recent edition of Best’s Insurance Reports of size 4230 category XV or larger and a rating classification of A+ or better. 4231 C.Required Endorsements. Without limiting the generality of Sections 13.02.A and 4232 13.02.B, the policies shall contain endorsements in substantially the following form:4233 1. Workers’ Compensation and Employers’ Liability Policy.4234 (a) “Thirty (30) Days prior written notice shall be given to the City of Burlingame4235 in the event of cancellation or non-renewal of this policy.” Such notice shall 4236 be sent to:4237 City of Burlingame4238 Finance Director4239 501 Primrose Road4240 Burlingame, CA4241 (b) “Insurer waives all right of subrogation against the City of Burlingame and its 4242 officers and employees for injuries or illnesses arising from work performed 4243 for the City of Burlingame.”4244 2.Comprehensive General Liability Policy; Automobile Liability Policy; Pollution 4245 Liability Policy; and Hazardous Materials Policy.4246 Franchise Agreement for Collection Services with Recology San Mateo County Page 106 of 123 Model Agreement for Adaptation by Member Agencies (a) “Thirty (30) Days prior written notice shall be given to the City of Burlingame4247 in the event of cancellation, reduction of coverage, or non-renewal of this 4248 policy.” Such notice shall be sent to:4249 City of Burlingame4250 Finance Director4251 501 Primrose Road4252 Burlingame, CA4253 (b) “The City of Burlingame, its officers, employees, and agents are additional 4254 insureds on this policy.”4255 (c) “This policy shall be considered primary insurance as respects any other 4256 valid and collectible insurance maintained by the City of Burlingame, 4257 including any self-insured retention or program of self-insurance, and any 4258 other such insurance shall be considered excess insurance only.”4259 (d) “Inclusion of the City of Burlingame as an insured shall not affect the City of 4260 Burlingame’s rights as respects any claim, demand, suit or judgment brought 4261 or recovered against the Contractor. This policy shall protect Contractor and 4262 the City of Burlingame in the same manner as though a separate policy had 4263 been issued to each, but this shall not operate to increase the company’s 4264 liability as set forth in the policy beyond the amount shown or to which the 4265 company would have been liable if only one party had been named as an 4266 insured.”4267 D.Deductibles and Self-Insured Retentions. The liability policies described in 4268 Sections 13.02.A(2) and 13.02.A(3) may contain a deductible or self-insured 4269 retention not to exceed $500,000 per occurrence. This amount may not be 4270 increased without Agency’s prior written consent.4271 Contractor remains responsible for the payment of all losses and investigation, 4272 claim administration and defense expenses, including those of the Agency.4273 E.Delivery of Proof of Coverage. No later than ninety (90) Days before the 4274 commencement of operations, Contractor shall furnish Agency one or more 4275 certificates of insurance on a standard ACORD form substantiating that each of the 4276 coverages required hereunder is in force, in form and substance satisfactory to 4277 Agency. Such certificates shall show the type and amount of coverage, effective 4278 dates and dates of expiration of policies and shall be accompanied by all required 4279 endorsements. If Agency requests, copies of each policy, together with all 4280 endorsements, shall also be promptly delivered to Agency. Contractor shall furnish 4281 renewal certificates to Agency to demonstrate maintenance of the required 4282 coverages throughout the Term.4283 F.Other Insurance Requirements 4284 1. In the event performance of any services is delegated to a Subcontractor, 4285 Contractor shall require such subcontractor to provide statutory workers’ 4286 compensation insurance and employer’s liability insurance for all of the 4287 Subcontractor’s employees engaged in the work. The liability insurance 4288 required by Section 13.02.A(2) and the automobile liability policy required by 4289 Section 13.02.A(3) shall cover all Subcontractors or the Subcontractor must 4290 Franchise Agreement for Collection Services with Recology San Mateo County Page 107 of 123 Model Agreement for Adaptation by Member Agencies furnish evidence of insurance provided by it meeting all of the requirements of 4291 this Section 13.02.4292 2. Contractor shall comply with all requirements of the insurers issuing policies. 4293 The carrying of insurance shall not relieve Contractor from any obligation under 4294 this Agreement, including those imposed by Section 13.01. If any claim is 4295 made by any third Person against Contractor or any Subcontractor on account 4296 of any occurrence related to this Agreement, other than claims by employees 4297 for work-related incidents, Contractor shall promptly report the facts in writing to 4298 the insurance carrier and to the Agency. 4299 3. If Contractor fails to procure and maintain any insurance required by this 4300 Agreement, Agency may take out and maintain such insurance as it may deem 4301 proper and may require Contractor to reimburse it for the cost incurred within 4302 thirty (30) Days and/or deduct the cost from any monies due Contractor. 4303 Agency may also treat the failure as a Contractor default.4304 4. Agency is not responsible for payment of premiums for or deductibles under 4305 any required insurance coverages.4306 5. Any excess or umbrella policies shall be written on a “following form” basis.4307 13.03 FAITHFUL PERFORMANCE BOND4308 Pursuant to the 2009 Franchise Agreement, Contractor shall have a faithful performance 4309 bond in effect until December 31, 2020. On or before the Commencement Date,4310 Contractor shall file with Agency a bond securing the Contractor’s faithful performance of 4311 its obligations under this Agreement. The principal sum of the bond shall be no less 4312 than ten percent (10%) of the amount of the Rate Year Ten (2020) annual Revenue 4313 Requirement for Agency shown on Attachment N. The form of the bond shall be as set 4314 out in Attachment F. The bond shall be executed as surety by a corporation admitted to 4315 issue surety bonds in the State of California, regulated by the California Insurance 4316 Commissioner, and with a financial condition and record of service satisfactory to 4317 Agency.4318 The term of the bond shall be twenty-four (24) months. The bond shall be extended, or 4319 replaced by a new bond in the same principal sum (adjusted by the Annual Index 4320 Change in the CPI-U, which are defined in Attachment K), for the same term (i.e., 4321 twenty-four (24) months) and in the same form, bi-annually thereafter. Not less than 4322 ninety (90) Days before the expiration of the initial, or any subsequent, bond, Contractor 4323 shall furnish either a replacement bond or a continuation certificate substantially in the 4324 form attached as Attachment F, executed by the surety.4325 It is the intention of this Section that there be in full force and effect at all times a bond 4326 securing the Contractor’s faithful performance of the Agreement, throughout its Term.4327 For the purposes of this Section, the Consumer Price Index shall be “CPI-U” means the 4328 All Urban Consumers Index (CPI-U) compiled and published by the U.S. Department of 4329 Labor, Bureau of Labor Statistics or its successor agency, using the following 4330 parameters.4331 CPI-U Parameters:4332 Area – San Francisco-Oakland-San Jose Metropolitan Area4333 Item – All Items4334 Franchise Agreement for Collection Services with Recology San Mateo County Page 108 of 123 Model Agreement for Adaptation by Member Agencies Base Period – Current 1982-84=1004335 Not seasonally adjusted4336 Periodicity – Bi-monthly4337 Series ID – cuura422sa04338 13.04 ALTERNATIVE SECURITY4339 Agency may, in its sole discretion, allow Contractor to provide alternative security in the 4340 amount set forth in Section 13.03, in the form of (a) a prepaid irrevocable standby letter 4341 of credit in form and substance satisfactory to Agency, approved by the Agency's 4342 Attorney and issued by a financial institution acceptable to Agency, or (b) a certificate of 4343 deposit in the name of the Agency and in a form and with a term satisfactory to Agency, 4344 accompanied by an agreement giving Agency the right to draw on the funds deposited 4345 satisfactory to Agency and with a financial institution acceptable to Agency. Interest on 4346 the certificate of deposit will be payable to Contractor.4347 13.05 HAZARDOUS WASTE INDEMNIFICATION4348 Contractor shall indemnify, defend, and hold harmless the Indemnitees against all 4349 claims, of any kind whatsoever paid, incurred, or suffered by, or asserted against 4350 Indemnitees arising from or attributable to any repair, cleanup or detoxification, or 4351 preparation and implementation of any removal, remedial, response, closure. or other 4352 plan (regardless of whether undertaken due to governmental action) concerning any 4353 Hazardous Wastes released, spilled. or disposed of by Contractor pursuant to this 4354 Agreement. The foregoing indemnity is intended to operate as an agreement pursuant 4355 to Section 107(e) of the Comprehensive Environmental Response, Compensation and 4356 Liability Act, (“CERCLA”), 42 U.S.C. Section 9607(e), and California Health and Safety 4357 Code Section 25364, to defend, protect, hold harmless. and indemnify Indemnitees from 4358 liability and shall survive the expiration or earlier termination of this Agreement. 4359 Notwithstanding the foregoing, Contractor is not required to indemnify the Indemnitees 4360 against claims arising from Contractor's delivery of Solid Waste, Recyclable Materials,4361 and Organic Materials to the Designated Transfer and Processing Facility, or their 4362 subsequent delivery to other processing locations or the ultimate Disposal Site, unless 4363 such claims are due to Contractor's negligence or willful misconduct.4364 13.06 INDEMNIFICATION RELATED TO VARIOUS STATE REQUIREMENTS4365 Contractor agrees to indemnify and hold harmless the Indemnitees against all fines 4366 and/or penalties imposed by the California Department of Resources Recycling and 4367 Recovery (CalRecycle) or the Local Enforcement Agency (LEA) based on Contractor’s 4368 failure to comply with laws, regulations. or permits issued or enforced by CalRecycle or 4369 the LEA or caused or contributed to by the Contractor’s failure to perform obligations 4370 under this Agreement. This indemnity obligation is subject to the limitations and 4371 conditions in Public Resource Code Section 40059.1 but is enforceable to the maximum 4372 extent allowable by that Section. This indemnity shall survive the termination or earlier 4373 expiration of this Agreement. The indemnity shall pertain to the Act, AB 341, AB 901, AB 4374 1826, AB 1594, SB 1016, SB 1383, and other laws, regulations. or permits issued or 4375 enforced by the CalRecycle or the LEA.4376 Franchise Agreement for Collection Services with Recology San Mateo County Page 109 of 123 Model Agreement for Adaptation by Member Agencies 13.07 GUARANTY4377 Concurrently with execution of the 2009 Franchise Agreement, Contractor furnished a4378 Guaranty of its performance thereunder, in the form of Attachment G, properly executed 4379 by Recology Inc., a California corporation. Said Guaranty by its terms applies to any 4380 amendment to the 2009 Franchise Agreement, including this Agreement. Recology Inc. 4381 then owned and as of the date hereof continues to own all of the issued and outstanding 4382 common stock of Contractor.4383 4384 Franchise Agreement for Collection Services with Recology San Mateo County Page 110 of 123 Model Agreement for Adaptation by Member Agencies ARTICLE 144385 DEFAULT AND REMEDIES4386 14.01 EVENTS OF DEFAULT4387 Each of the following shall constitute an event of default ("Contractor default"):4388 A. Contractor fails to perform its obligations under Article 5, 6, or 7 of this Agreement 4389 and its failure to perform is not cured within ten (10) Business Days after written 4390 notice from Agency.4391 B. Contractor fails to perform its obligations under any other Article of this Agreement 4392 and its failure to perform is not cured within ten (10) Days after written notice from 4393 Agency, provided that if the nature of the failure is such that it will reasonably 4394 require more than ten (10) Days to cure, Contractor shall not be in default so long 4395 as it promptly commences the cure and diligently proceeds to completion of the 4396 cure, and provided further that neither notice nor opportunity to cure applies to 4397 events described in subsections C through H.4398 C. Contractor ceases to provide Collection and transportation services for a period of 4399 two (2) Business Days for any reason within the Contractor's control, including labor 4400 unrest such as strike, work stoppage or slowdown, sickout, picketing, or other 4401 concerted job action by Contractor's employees.4402 D. Contractor files a voluntary petition for relief under any bankruptcy, insolvency, or 4403 similar law.4404 E. An involuntary petition is brought against Contractor under any bankruptcy, 4405 insolvency, or similar law which remains un-dismissed or un-stayed for ninety (90) 4406 Days.4407 F. Contractor fails to furnish a replacement bond or a continuation certificate of the 4408 existing bond not less than ten (10) Days before expiration of the performance 4409 bond, as required by Section 13.03 or fails to maintain all required insurance 4410 coverage in force. 4411 G. Contractor fails to provide reasonable assurance of performance when required 4412 under Section 14.10.4413 H. A representation or warranty contained in Article 2 proves to be false or misleading 4414 in a material respect as of the date such representation or warranty was made.4415 14.02 RIGHT TO SUSPEND OR TERMINATE UPON DEFAULT4416 A. Upon any Contractor default, Agency may terminate this Agreement or suspend it, in 4417 whole or in part. Such suspension or termination shall be effective thirty (30) Days4418 after Agency has given notice of suspension or termination to Contractor, except that 4419 such notice may be effective in a shorter period of time, or immediately, if the4420 Contractor default is one which endangers the health, welfare, or safety of the public, 4421 such as the failure to Collect Solid Waste, Recyclable Materials, or Organic Materials 4422 for the period of time specified in Section 14.01.C. Notice may be given orally in 4423 person or by telephone to the representative of Contractor designated in or under 4424 Franchise Agreement for Collection Services with Recology San Mateo County Page 111 of 123 Model Agreement for Adaptation by Member Agencies Section 15.10 (or, if he/she is unavailable, to a responsible employee of Contractor) 4425 and shall be effective immediately. Written confirmation of such oral notice of 4426 suspension or termination shall be sent by personal delivery, facsimile, or other 4427 expedited means of delivery to Contractor within twenty-four (24) hours of the oral 4428 notification at the address shown in Section 15.09. Contractor shall continue to 4429 perform the portions of the Agreement, if any, not suspended, in full conformity with 4430 its terms.4431 B. Agency may also suspend or terminate this Agreement, upon the same notice 4432 provisions, if Contractor’s ability to perform is prevented or materially interfered with 4433 by a cause which excuses nonperformance under Section 14.09, despite the fact 4434 that nonperformance in such a case is neither a breach nor a Contractor default.4435 14.03 SPECIFIC PERFORMANCE4436 By virtue of the nature of this Agreement, the urgency of timely, continuous, and high-4437 quality service, the lead time required to effect alternative service, and the rights granted 4438 by Agency to Contractor, the remedy of damages for a breach hereof by Contractor is 4439 inadequate and Agency shall be entitled to injunctive relief.4440 14.04 RIGHT TO PERFORM; USE OF CONTRACTOR PROPERTY4441 If this Agreement is suspended and/or terminated due to a Contractor default, Agency 4442 shall have the right to perform, by contract, in conjunction with other Member Agencies,4443 or otherwise, the work herein or such part thereof as it may deem necessary. In the 4444 event of Contractor’s default, Agency shall have the right to use any of Contractor’s 4445 equipment, Facilities, and other property reasonably necessary for the provision of 4446 services hereunder and for the Billing and collection of Rates and Charges billed for 4447 those services, upon the terms provided in Article 12. Agency shall have the right to 4448 continue use of such property until other suitable arrangements can be made for the 4449 provision of such services, which may include the award of a contract to another service 4450 provider.4451 14.05 DAMAGES4452 Contractor shall be liable to Agency for all direct, indirect, special, and consequential 4453 damages arising out of Contractor’s default. This Section is intended to be declarative of 4454 existing California law.4455 14.06 AGENCY’S REMEDIES CUMULATIVE4456 Agency’s rights to suspend or terminate the Agreement under Section 14.02, to obtain 4457 specific performance under Section 14.03, and to perform under Section 14.04 are not 4458 exclusive, and Agency’s exercise of one such right shall not constitute an election of 4459 remedies. Instead, they shall be in addition to any and all other legal and equitable 4460 rights and remedies that Agency may have, including a legal action for damages under 4461 Section 14.05 or imposition of Liquidated Damages under Section 14.07.4462 14.07 LIQUIDATED DAMAGES4463 The Parties acknowledge that consistent, courteous, and efficient Collection of Solid 4464 Waste, Targeted Recyclable Materials, and Organic Materials is of utmost importance 4465 and Agency has considered and relied on Contractor’s representations as to its quality of 4466 Franchise Agreement for Collection Services with Recology San Mateo County Page 112 of 123 Model Agreement for Adaptation by Member Agencies service commitment in entering into this Agreement. The Parties further recognize that 4467 quantified standards of performance are necessary and appropriate to ensure consistent 4468 and reliable service. The Parties further recognize that if Contractor fails to achieve the 4469 performance standards, Agency and its residents will suffer damages and that it is and 4470 will be impracticable and extremely difficult to ascertain and determine the exact amount 4471 of damages that Agency will suffer. Therefore, the Parties agree that the Liquidated 4472 Damage amounts listed in Attachment J and the Performance Disincentive amounts 4473 listed in Attachment I represent a reasonable estimate of the amount of such damages 4474 considering all of the circumstances existing on the date of this Agreement, including the 4475 relationship of the sums to the range of harm to Agency that reasonably could be 4476 anticipated and recognition that proof of actual damages would be costly or 4477 inconvenient. By initialing the places provided, each Party specifically confirms the 4478 accuracy of the statements made above and the fact that each Party had ample 4479 opportunity to consult with legal counsel and obtain an explanation of this liquidated 4480 damage provision at the time that this Agreement was made.4481 Contractor Initial Here: ______ Agency Initial Here: _____4482 Contractor agrees to pay (as liquidated damages and not as a penalty) the amount set 4483 forth in Attachments J and I.4484 In addition to considering the reports submitted by Contractor pursuant to Article 9,4485 Agency may determine the occurrence of events giving rise to Liquidated Damages or 4486 Performance Disincentives through the observation of its own employees or agents,4487 through discussions with Customers, and through investigation of Customer Complaints 4488 made directly to Agency. Prior to assessing Liquidated Damages or Performance 4489 Disincentives based on such observations or investigations, Agency shall give 4490 Contractor notice of its intention to do so. The notice will include a brief description of 4491 the incident(s)/non-performance. Contractor may review (and make copies at its own 4492 expense) all non-confidential information in the possession of Agency relating to 4493 incident(s)/non-performance. Contractor may, within ten (10) Days after receiving the 4494 notice, request a meeting with Agency's Manager or his or her designee. Contractor 4495 may present evidence in writing and through testimony of its employees and others 4496 relevant to the incident(s)/non-performance. Agency's Manager or his or her designee 4497 will provide Contractor with a written explanation of his or her determination on each 4498 incident(s)/non-performance prior to authorizing the assessment of Liquidated Damages4499 or Performance Disincentives. The decision of Agency's Manager or his or her designee 4500 shall be final.4501 Agency’s right to recover Liquidated Damages for Contractor’s failure to meet the 4502 service performance standards shall not preclude Agency from obtaining equitable relief 4503 for persistent failures to meet such standards nor from terminating the Agreement for 4504 such persistent failures.4505 14.08 AGENCY DEFAULT4506 Agency shall be in default under this Agreement (“Agency default”) in the event Agency 4507 commits a material breach of the Agreement and fails to cure such breach within thirty 4508 (30) Days after receiving notice from the Contractor specifying the breach, provided that 4509 if the nature of the breach is such that it will reasonably require more than thirty (30) 4510 Days to cure, Agency shall not be in default so long as Agency promptly commences the 4511 cure and diligently proceeds to completion of the cure.4512 Franchise Agreement for Collection Services with Recology San Mateo County Page 113 of 123 Model Agreement for Adaptation by Member Agencies In the event of an asserted Agency default, Contractor shall continue to perform all of its 4513 obligations hereunder until a court of competent jurisdiction has issued a final judgment 4514 declaring that Agency is in default.4515 14.09 EXCUSE FROM PERFORMANCE4516 A.Force Majeure. Neither Party shall be in default of its obligations under this 4517 Agreement in the event, and for so long as, it is impossible or extremely 4518 impracticable for it to perform its obligations due to an “act of God” (including, but 4519 not limited to, flood, earthquake, or other catastrophic events), war, insurrection, 4520 riot, labor unrest of other than the Party’s employees (including strike, work 4521 stoppage, slowdown, sick out, picketing, or other concerted job action), or other 4522 similar cause not the fault of, and beyond the reasonable control of, the Party 4523 claiming excuse. A Party claiming excuse under this Section must (i) have taken 4524 reasonable precautions, if possible, to avoid being affected by the cause, and (ii) 4525 notify the other Party in writing as provided in Subsection C. 4526 B.Obligation to Restore Ability to Perform. Any suspension of performance by a 4527 Party pursuant to this Section shall be only to the extent, and for a period of no 4528 longer duration than, required by the nature of the event, and the Party claiming 4529 excuse shall use its best efforts to remedy its inability to perform as quickly as 4530 possible and to mitigate damages that may occur as result of the event.4531 C.Notice.The Party claiming excuse shall deliver to the other Party a written notice 4532 of intent to claim excuse from performance under this Agreement by reason of an 4533 event of Force Majeure. Notice required by this Section shall be given promptly in 4534 light of the circumstances, but in any event not later than five (5) Days after the 4535 occurrence of the event of Force Majeure. Such notice shall describe in detail the 4536 event of Force Majeure claimed, the services impacted by the claimed event of 4537 Force Majeure, the expected length of time that the Party expects to be prevented4538 from performing, the steps which the Party intends to take to restore its ability to 4539 perform, and such other information as the other Party reasonably requests.4540 D.Agency's Rights in the Event of Force Majeure.The partial or complete 4541 interruption or discontinuance of Contractor’s services caused by an event of Force 4542 Majeure shall not constitute a Contractor default. Notwithstanding the foregoing: (i) 4543 Agency shall have the right to make use of Contractor’s Facilities and equipment in 4544 accordance with Article 12 in the event of non-performance excused by Force 4545 Majeure; (ii) if Contractor’s failure to perform by reason of Force Majeure continues 4546 for a period of thirty (30) Days or more, Agency shall have the right to immediately 4547 terminate this Agreement; (iii) if Contractor is unable to Collect and transport Solid 4548 Waste as required by this Agreement for a period of two (2) or more consecutive 4549 Business Days or for any three (3) Business Days in a seven (7) Day period as a 4550 result of Force Majeure, Agency shall have the right to make use of Contractor’s 4551 Facilities and equipment in accordance with Article 12, and (iv) if Contractor’s 4552 inability to Collect and transport Solid Waste continues for two (2) Days or more 4553 from the date by which Contractor gave or should have given notice under 4554 Subsection C, Agency may terminate this Agreement.4555 Franchise Agreement for Collection Services with Recology San Mateo County Page 114 of 123 Model Agreement for Adaptation by Member Agencies 14.10 ASSURANCE OF PERFORMANCE4556 If Contractor (i) persistently suffers the imposition of Liquidated Damages under Section 4557 14.07; (ii) is the subject of any labor unrest including work stoppage or slowdown, 4558 sickout, picketing, or other concerted job action; (iii) appears in the reasonable judgment 4559 of Agency to be unable to regularly pay its bills as they become due; (iv) is the subject of 4560 a civil or criminal proceeding brought by a federal, State, regional, or local agency for 4561 violation of an Environmental Law in the performance of this Agreement, or (v) performs 4562 in a manner that causes Agency to be uncertain about Contractor's ability and intention 4563 to comply with this Agreement, Agency may, at its option and in addition to all other 4564 remedies it may have, demand from Contractor reasonable assurances of timely and 4565 proper performance of this Agreement, in such form and substance as Agency may 4566 require.4567 4568 Franchise Agreement for Collection Services with Recology San Mateo County Page 115 of 123 Model Agreement for Adaptation by Member Agencies ARTICLE 154569 OTHER AGREEMENTS OF THE PARTIES4570 15.01 RELATIONSHIP OF PARTIES4571 The Parties intend that Contractor shall perform the services required by this Agreement 4572 as an independent contractor engaged by Agency and not as an officer or employee of 4573 Agency nor as a partner of or joint venturer with Agency. No employee or agent of 4574 Contractor shall be deemed to be an employee or agent of Agency. Except as expressly 4575 provided herein, Contractor shall have the exclusive control over the manner and means 4576 of conducting the services performed under this Agreement, and over all Persons 4577 performing such services. Contractor shall be solely responsible for the acts and 4578 omissions of its officers, employees, Subcontractors, and agents. Neither Contractor nor 4579 its officers, employees, Subcontractors, and agents shall obtain any rights to retirement 4580 benefits, workers’ compensation benefits, or any other benefits which accrue to Agency 4581 employees by virtue of their employment with Agency.4582 15.02 COMPLIANCE WITH LAW4583 In providing the services required under this Agreement, Contractor shall at all times 4584 comply with all Applicable Laws of the United States, the State and Agency, with all 4585 applicable ordinances, regulations promulgated by federal, state, regional, or local 4586 administrative and regulatory agencies, and by Agency, now in force and as they may be 4587 enacted, issued, or amended during the Term, and with all permits affecting the services 4588 to be provided.4589 15.03 ASSIGNMENT4590 Contractor acknowledges that this Agreement involves rendering a vital service to 4591 Agency’s residents and businesses, and that Agency has selected Contractor to perform 4592 the services specified herein based on (i) Contractor’s experience, skill, and reputation 4593 for conducting its operations in a safe, effective, and responsible fashion, and (ii) 4594 Contractor’s and the Guarantor’s financial resources to maintain the required equipment 4595 and to support its indemnity obligations to Agency under this Agreement. Agency has 4596 relied on each of these factors, among others, in choosing Contractor to perform the 4597 services to be rendered by Contractor under this Agreement.4598 A.Agency Consent Required.Contractor shall not assign its rights or delegate or 4599 otherwise transfer its obligations under this Agreement to any other Person without 4600 the prior written consent of Agency. Any such assignment made without the 4601 consent of Agency shall be void and the attempted assignment shall constitute a 4602 Contractor default.4603 B.Assignment Defined.For the purpose of this Section, “assignment” shall include, 4604 but not be limited to, (i) a sale, exchange, or other transfer to a third party of 4605 substantially all of Contractor’s assets dedicated to service under this Agreement; 4606 (ii) a sale, exchange, or other transfer of outstanding common stock of Contractor to 4607 a Person who is not a shareholder as of the Effective Date which results in a 4608 change in control of Contractor; (iii) any dissolution, reorganization, consolidation, 4609 merger, re-capitalization, stock issuance or reissuance, voting trust, pooling 4610 Franchise Agreement for Collection Services with Recology San Mateo County Page 116 of 123 Model Agreement for Adaptation by Member Agencies agreement, escrow arrangement, liquidation, or other transaction which results in a 4611 change of ownership or control of Contractor; (iv) any assignment by operation of 4612 law, including insolvency or bankruptcy, an assignment for the benefit of creditors, a 4613 writ of attachment for an execution being levied against this Agreement, 4614 appointment of a receiver taking possession of Contractor’s property, or transfer 4615 occurring in the event of a probate proceeding; and (v) any combination of the 4616 foregoing (whether or not in related or contemporaneous transactions) which has 4617 the effect of any such transfer or change of ownership, or change of control of 4618 Contractor.4619 C.Consent Requirements.If Contractor requests Agency’s consideration of and 4620 consent to an assignment, Agency may deny or approve such request in its 4621 complete discretion. No request by Contractor for consent to an assignment need 4622 be considered by Agency unless and until Contractor has met the following 4623 requirements:4624 1. Contractor shall pay Agency its reasonable expenses for attorneys’ fees and 4625 investigation costs necessary to investigate the suitability of any proposed 4626 assignee, and to review and finalize any documentation required as a condition 4627 for approving any such assignment;4628 2. Contractor shall furnish Agency with audited financial statements of the proposed 4629 assignee’s operations for the immediately preceding three (3) operating years;4630 3. Contractor shall furnish Agency with satisfactory proof: (i) that the proposed 4631 assignee has at least ten (10) years of Solid Waste/Recycling management 4632 experience on a scale equal to or exceeding the scale of operations conducted 4633 by Contractor under this Agreement; (ii) that in the last five (5) years, the 4634 proposed assignee has not been the subject of any administrative or judicial 4635 proceedings initiated by a federal, State, or local agency having jurisdiction over 4636 its operations due to an alleged failure to comply with federal, State, or local laws 4637 or that the proposed assignee has provided Agency with a complete list of such 4638 proceedings and their status; (iii) that the proposed assignee conducts its 4639 operations in a safe and environmentally conscientious manner, in accordance 4640 with sound Solid Waste management practices in full compliance with all federal, 4641 State, and local laws regulating the Collection and Disposal of Solid Waste and 4642 all Environmental Laws; and (iv) of any other information required by Agency to 4643 ensure the proposed assignee can fulfill the terms of this Agreement in a timely, 4644 safe, and effective manner.4645 D.No Obligation to Consider. Agency will not be obligated to consider a proposed 4646 assignment if Contractor is in default.4647 15.04 AFFILIATED ENTITY4648 Contractor will not form or use any Affiliate to perform any of the services or activities 4649 which Contractor is required or allowed to perform under this Agreement, other than as a 4650 Subcontractor approved by Agency under Section 15.04.4651 If Contractor enters into any financial transactions with an Affiliate for the provision of 4652 labor, equipment, supplies, services, or capital related to the furnishing of service under 4653 this Agreement, that relationship shall be disclosed to Agency, and in the financial 4654 reports submitted to Agency. In such event, Agency's rights to inspect records and 4655 Franchise Agreement for Collection Services with Recology San Mateo County Page 117 of 123 Model Agreement for Adaptation by Member Agencies obtain financial data shall extend to records and data of such Affiliate that are relevant to 4656 those specific financial transactions.4657 15.05 CONTRACTOR’S INVESTIGATION4658 Contractor has made an independent investigation, satisfactory to it, of the conditions 4659 and circumstances surrounding the Agreement and the work to be performed by it. 4660 Contractor has had the opportunity to inspect the Designated Transfer and Processing 4661 Facility and to review the permits governing its operation, as well as the Source 4662 Reduction and Recycling Element adopted by Agency as required by the Act.4663 Contractor has taken such matters into consideration in agreeing to provide the services 4664 required by, for the compensation to be provided under, this Agreement.4665 15.06 RESERVED4666 15.07 CONDEMNATION4667 Agency reserves the rights to acquire the Contractor’s property utilized in the 4668 performance of this Agreement through the exercise of eminent domain.4669 15.08 NOTICE4670 All notices, demands, requests, proposals, approvals, consents, and other 4671 communications which this Agreement requires, authorizes or contemplates shall, 4672 except as provided in Article 14, be in writing and shall either be personally delivered to 4673 a representative of the Parties at the address below or be deposited in the United States 4674 mail, first class postage prepaid, addressed as follows:4675 If to Agency:4676 The City of Burlingame4677 Finance Director4678 501 Primrose Road4679 Burlingame, CA 940104680 If to Contractor:4681 General Manager4682 Recology San Mateo County 4683 225 Shoreway Rd.4684 San Carlos, CA 940704685 4686 The address to which communications may be delivered may be changed from time to 4687 time by a notice given in accordance with this Section.4688 Contact information for Contractor’s General Manager is as follows:4689 General Manager4690 Recology San Mateo County 4691 225 Shoreway Rd.4692 San Carlos, CA 940704693 Contact information for Contractor’s Environmental Technician is as follows:4694 Environmental Technician4695 Recology San Mateo County 4696 Franchise Agreement for Collection Services with Recology San Mateo County Page 118 of 123 Model Agreement for Adaptation by Member Agencies 225 Shoreway Rd.4697 San Carlos, CA 940704698 Contractor shall promptly provide Agency the name and contact information for the 4699 above employees if there is a change during the Term.4700 15.09 REPRESENTATIVES OF THE PARTIES4701 A.Representatives of Agency. References in this Agreement to “Agency” shall 4702 mean the City and all actions to be taken by Agency shall be taken by the City 4703 Council except as provided below. The City Council may delegate authority to the 4704 City Mananger, and/or to other Agency officials and may permit such officials, in 4705 turn, to delegate in writing some or all of such authority to subordinate officers. 4706 Contractor may rely upon actions taken by such delegates if they are within the 4707 scope of the authority properly delegated to them.4708 B.Representative of Contractor.Contractor shall, by the Commencement Date, 4709 designate in writing a responsible officer who shall serve as the representative of 4710 Contractor in all matters related to the Agreement and shall inform Agency in writing 4711 of such designation and of any limitations upon his or her authority to bind 4712 Contractor. Agency may rely upon action taken by such designated representative 4713 as actions of Contractor unless they are outside the scope of the authority 4714 delegated to him/her by Contractor as communicated to Agency.4715 15.10 DUTY OF CONTRACTOR NOT TO DISCRIMINATE4716 In the performance of this Agreement Contractor shall not discriminate, nor permit any 4717 subcontractor to discriminate, against any employee, applicant for employment, or 4718 Customer on account of race, color, national origin, ancestry, religion, sex, age, physical 4719 disability, medical condition, sexual orientation, marital status, or other characteristic, in 4720 violation of any Applicable Law.4721 15.11 RESERVED4722 15.12 RIGHT OF AGENCY TO MAKE CHANGES IN SERVICES AND SERVICE LEVELS4723 A. Agency may, without amending this Agreement, direct Contractor to cease 4724 performing one or more types of service described in Articles 5 or 6, or may direct 4725 Contractor to modify the scope of one or more such services, may direct 4726 Contractor to perform additional Solid Waste, Targeted Recyclable Materials,4727 Organic Materials, Used Motor Oil, Used Motor Oil Filters, Household Batteries 4728 and Cell Phones or Plant Materials handling services, or may otherwise direct 4729 Contractor to modify its performance under any other Section of this Agreement. 4730 In addition, SBWMA may, without amendment of this Agreement, direct a change 4731 in the number of Waste Zero Specialists as provided in Section 7.04.A, or a 4732 change in Other Services as provided in Section 7.13. Contractor shall promptly 4733 and cooperatively comply with such direction.4734 B. If such changes cause an increase or decrease in the cost of performing the 4735 services, an equitable adjustment in the Contractor’s Compensation shall be made 4736 pursuant to Section 11.06. Contractor will continue to perform the new or changed 4737 Franchise Agreement for Collection Services with Recology San Mateo County Page 119 of 123 Model Agreement for Adaptation by Member Agencies service while the appropriate adjustment in Contractor’s Compensation is being 4738 determined.4739 C. The Agency shall have the right to terminate a program if, in its discretion, the 4740 Contractor is not cost-effectively achieving the program’s goals and objectives. 4741 Thereafter, the Agency may utilize a third party to perform these services if the 4742 Agency reasonably believes the third party can improve on Contractor’s 4743 performance and cost effectiveness. Notwithstanding these changes, Contractor 4744 shall continue the program during the meet and confer period and, thereafter, until 4745 the third party takes over the program. This subsection C applies to programs 4746 initiated at Agency's direction after the Commencement Date that are beyond the 4747 basic scope of services described in Section 4.01.A. 4748 15.13 TRANSITION TO NEXT SERVICE PROVIDER4749 At the expiration of the Term or the earlier termination of the Agreement, or upon 4750 Agency's approval of a proposed assignment, Contractor shall cooperate fully with 4751 Agency to ensure an orderly transition to any and all new service providers. Contractor 4752 shall provide, within ten (10) Days of a written request by Agency, then-current route 4753 lists, which identify each Customer on the route, its service level (number of Containers, 4754 Container sizes, frequency of Collection, scheduled Collection day), any special 4755 Collection notes, and detailed then-current Customer account and Billing information. 4756 Contractor may, but is not required to, sell Collection vehicles and Containers to the next 4757 service provider.4758 Contractor shall upon Agency request, at least one-hundred-eighty (180) Days prior to 4759 the transition of services, attend meetings with the next service provider and with 4760 Agency and SBWMA staff and consultants to plan the recovery of Contractor's 4761 Containers and placement of the new Containers. Contractor shall perform in 4762 accordance with such plan and direct route supervisors to provide "ride-alongs" so that 4763 the new service provider’s employees may ride with drivers in Collection vehicles during 4764 Collection operations. Contractor shall direct its drivers and other employees to provide4765 accurate information to the new provider about routing and Customers.4766 15.14 REPORTS AS PUBLIC RECORDS4767 The reports, records, and other information submitted or required to be submitted by 4768 Contractor to Agency (and documents copied pursuant to Section 9.02) are public 4769 records within the meaning of that term in the California Public Records Act, 4770 Government Code Section 6250 et seq.Unless a particular record is exempted from 4771 disclosure by the California Public Records Act, it must be disclosed to the public by 4772 Agency upon request.4773 Contractor will not object to Agency making available to the public any information 4774 submitted by the Contractor, or required to be submitted in connection with the 4775 Contractor’s Compensation, including but not limited to records described in Article 11.4776 4777 Franchise Agreement for Collection Services with Recology San Mateo County Page 120 of 123 Model Agreement for Adaptation by Member Agencies ARTICLE 164778 MISCELLANEOUS PROVISIONS4779 16.01 GOVERNING LAW4780 This Agreement shall be governed by, and construed and enforced in accordance with, 4781 the laws of the State of California.4782 16.02 JURISDICTION4783 Any lawsuits between the Parties arising out of this Agreement shall be brought and 4784 concluded in the courts of the State of California, which shall have exclusive jurisdiction 4785 over such lawsuits. With respect to venue, the Parties agree that this Agreement is 4786 made in and will be performed in San Mateo County.4787 16.03 BINDING ON SUCCESSORS4788 The provisions of this Agreement shall inure to the benefit of and be binding on the 4789 successors and permitted assigns of the Parties.4790 16.04 PARTIES IN INTEREST4791 Nothing in this Agreement is intended to confer any rights on any Persons other than the 4792 Parties to it and their permitted successors and assigns.4793 16.05 WAIVER4794 The waiver by either Party of any breach or violation of any provisions of this Agreement 4795 shall not be deemed to be a waiver of any breach or violation of any other provision nor 4796 of any subsequent breach or violation of the same or any other provision.4797 16.06 ATTACHMENTS4798 Each of the attachments, identified as Attachments “A” through “S,” is attached hereto 4799 and incorporated herein and made a part hereof by this reference.4800 16.07 ENTIRE AGREEMENT4801 This Agreement, including the attachments, represents the full and entire agreement 4802 between the Parties with respect to the matters covered herein and supersedes all prior 4803 negotiations and agreements, either written or oral.4804 16.08 SECTION HEADINGS4805 The article headings and section headings in this Agreement are for convenience of 4806 reference only and are not intended to be used in the construction of this Agreement nor 4807 to alter or affect any of its provisions.4808 Franchise Agreement for Collection Services with Recology San Mateo County Page 121 of 123 Model Agreement for Adaptation by Member Agencies 16.09 INTERPRETATION4809 This Agreement shall be interpreted and construed reasonably and neither for nor 4810 against either Party, regardless of the degree to which either Party participated in its 4811 drafting.4812 16.10 AMENDMENT4813 This Agreement may not be modified or amended in any respect except by a writing 4814 signed by the Parties.4815 16.11 SEVERABILITY4816 If a court of competent jurisdiction holds any non-material provision of this Agreement to 4817 be invalid and unenforceable, the invalidity or unenforceability of such provision shall not 4818 affect any of the remaining provisions of this Agreement which shall be enforced as if 4819 such invalid or unenforceable provision had not been contained herein.4820 16.12 COSTS AND ATTORNEYS’ FEES4821 The prevailing Party in any action brought to enforce the terms of this Agreement or 4822 arising out of this Agreement may recover its reasonable costs expended in connection 4823 with such an action from the other Party. 4824 16.13 NO DAMAGES FOR INVALIDATION OF AGREEMENT4825 If a final judgment of a court of competent jurisdiction determines that this Agreement is 4826 illegal or was unlawfully entered into by Agency, neither Party shall have any claim 4827 against the other for damages of any kind (including but not limited to loss of profits) on 4828 any theory.4829 16.14 REFERENCES TO LAWS4830 All references in this Agreement to laws and regulations shall be understood to include 4831 such laws and regulations as they may be subsequently amended or recodified, unless 4832 otherwise specifically provided. In addition, references to specific governmental4833 agencies shall be understood to include agencies that succeed to or assume the 4834 functions they are currently performing.4835 16.15 INDEMNITY AGAINST CHALLENGES TO AGREEMENT4836 Contractor shall indemnify, defend, and hold harmless SBWMA, Agency, and its and 4837 their officers, employees, and agents (collectively, the “Indemnitees”) from and against 4838 any and all liability, claim, demand, action, proceeding, or suit of any and every kind and 4839 description brought by a third party challenging the process by which proposals were 4840 solicited and evaluated, or this Agreement was negotiated or awarded to the extent that 4841 such liability, claim, demand, action, proceeding, or suit was caused by Contractor’s 4842 failure to comply with Applicable Law or the instructions of any indemnitee with respect 4843 to such process.4844 16.16 DISPUTE RESOLUTION4845 Should any dispute between the Parties arise out of this Agreement and should the 4846 Parties be unable to resolve the issue, the Parties shall, at the written request of either 4847 Franchise Agreement for Collection Services with Recology San Mateo County Page 122 of 123 Model Agreement for Adaptation by Member Agencies Party, meet in mediation and attempt to reach a resolution with the assistance of a 4848 mutually acceptable mediator. Neither Party shall be permitted to file legal action 4849 without first meeting in mediation and making a good faith attempt to reach a mediated 4850 resolution, provided that this limitation shall not apply to a Party if the other Party fails to 4851 comply with this section. The costs of the mediator, if any, shall be paid equally by the 4852 Parties. If a mediated settlement is reached, neither Party shall be deemed the 4853 prevailing Party for purposes of the settlement and each Party shall bear its own legal 4854 costs. The mediation shall be completed within sixty (60) days of the written request of a4855 Party for mediation unless both Parties agree to extend this timeframe. If litigation is filed 4856 regarding any dispute arising under this Agreement, the action shall be filed in San 4857 Mateo County Superior Court and the court shall award reasonable attorney’s fees and 4858 costs to the prevailing Party. To the maximum extent permitted by law, all offers, 4859 promises, conduct and statements, whether oral or written, made in the course of the 4860 mediation by any of the Parties, their agents, employees, experts or attorneys, or by the 4861 mediator or any employees of the mediation service, are confidential, privileged and 4862 inadmissible for any purpose, including impeachment, in any arbitration or other 4863 proceeding involving the Parties, provided that evidence that is otherwise admissible or 4864 discoverable shall not be rendered inadmissible or non-discoverable as a result of its 4865 use in the mediation. All applicable statutes of limitation and defenses based upon the 4866 passage of time shall be tolled until the end of the sixty (60) day period referred to 4867 above. The Parties will take such action, if any, required to effectuate such tolling.4868 4869 4870 Franchise Agreement for Collection Services with Recology San Mateo County Page 123 of 123 Model Agreement for Adaptation by Member Agencies LAST PAGE OF AGREEMENT4871 IN WITNESS WHEREOF, Agency and Contractor have executed this Contract as of 4872 the day and year first above written.4873 4874 4875 CITY OF BURLINGAME RECOLOGY SAN MATEO COUNTY4876 By: ____________________________ By: __________________________4877 Lisa K. Goldman Michael J. Sangiacomo4878 City Manager President and CEO4879 ATTEST: _______________________ By: __________________________4880 Meaghan Hassel-Shearer Cary Chen4881 City Clerk Secretary4882 APPROVED AS TO FORM:4883 _______________________4884 Kathleen A. Kane, City Attorney4885 4886 4887 4888 4889 4890 4891 4892 4893 Franchise Agreement for Collection Services with Recology San Mateo County Attachment A City of Burlingame Definitions Page 1 of 18 ATTACHMENT A1 DEFINITIONS2 Unless the context otherwise requires, capitalized terms used in this Agreement will have the 3 meanings specified in this Article.4 2009 Franchise Agreement5 “2009 Franchise Agreement” means the exclusive franchise agreement between Agency and6 Recology San Mateo County for Solid Waste, Recyclable Materials, and Organic Materials 7 Collection Services for services provided over a ten-year (10-year) period from January 1, 2011 8 through December 31, 2020, as amended on August 19, 2013.9 AB 34110 “AB 341” means the California Jobs and Recycling Act of 2011 (Chapter 476, Statues of 2011 11 [Chesbro, AB 341]), also commonly referred to as “AB 341”, as amended, supplemented, 12 superseded, and replaced from time to time. Of particular significance to the Collection services 13 provided under the terms of this Agreement, AB 341 requires businesses and Multi-Family 14 properties to Recycle.15 AB 182616 “AB 1826” means the Organic Waste Recycling Act of 2014 (Chapter 727, Statues of 2014 17 [Chesbro, AB 1826]), also commonly referred to as “AB 1826”, as amended, supplemented, 18 superseded, and replaced from time to time. Of particular significance to the Collection services 19 provided under the terms of this Agreement, AB 1826 specifies Organic Materials Recycling 20 requirements for businesses and Multi-family Properties, phased in through 2020.21 Act22 “Act” means the California Integrated Waste Management Act of 1989 (AB 939) Public 23 Resources Code, Section 40000 et seq. as currently in force or as hereafter amended.24 Affiliate25 "Affiliate" means a Person which is related to Contractor by virtue of direct or indirect ownership 26 interest or common management. An Affiliate includes a Person in which Contractor owns a 27 direct or indirect ownership interest, a Person which has a direct or indirect ownership interest in 28 Contractor and/or a Person which is also owned, controlled or managed by any Person or 29 individual which has a direct or indirect ownership interest in Contractor.30 Agency31 “Agency” means the City of Burlingame. 32 Agency Manager33 “Agency Manager” means Agency’s City Manager, as designated by Agency.34 Agreement35 "Agreement" means this Amended and Restated Franchise Agreement, including the 36 attachments.37 Franchise Agreement for Collection Services with Recology San Mateo County Attachment A City of Burlingame Definitions Page 2 of 18 Applicable Law38 “Applicable Law” means all federal, State, and local laws, regulations, ordinances, rules, orders, 39 judgments, decrees, permits, approvals, or other requirements of any governmental agency 40 having jurisdiction over the Collection, transportation, Processing, and Disposal of Solid Waste, 41 Targeted Recyclable Materials, Organic Materials and other materials Collected pursuant to this 42 Agreement that are in force on January 1, 2011 and as they may be enacted, issued, or 43 amended during the Term.44 Application45 “Application” means the application prepared and submitted by Contractor for determination of 46 Contractor’s Compensation for the following Rate Year.47 Authority48 “Authority” means the South Bayside Waste Management Authority or “SBWMA.”49 Average Hold Time50 “Average Hold Time” means the sum of all call Hold Times divided by the number of calls 51 answered by the agent or queue of agents over the same time interval.52 Average Speed of Answer53 “Average Speed of Answer” means the sum of time Customers wait for their calls to be54 answered after the call is queued (upon completion of the introductory voicemail message(s) or 55 Customer bypassing the message(s)) divided by the total number of calls received over the 56 same time interval.57 Backyard Collection Service58 “Backyard Collection Service” means the provision of Collection Service to a SFD in the rear or 59 side Premises.60 Billings61 "Billings" or “Bills” means statements of charges for services rendered by Contractor, to Owners 62 or Occupants of property, including Residential and Commercial Premises, for the Collection of 63 Solid Waste, Targeted Recyclable Materials, Organic Materials, and other materials Collected 64 pursuant to this Agreement.65 Bin66 “Bin” means a metal Container with capacity of approximately one (1) to six (6) cubic yards, with 67 a hinged lid, with or without wheels, typically serviced by a front-loading Collection vehicle.68 {Note: If Member Agency has customers with 8 CY bin service, this definition shall be amended to 69 change “six (6) cubic yards” to “eight (8) cubic yards.}70 Bulky Items71 “Bulky Items” means large items including, but not limited to, Major Appliances, furniture, tires72 (with rims removed), carpets, mattresses, and other oversize materials whose large size 73 precludes or complicates their handling by normal Collection. Bulky Items do not include 74 abandoned automobiles, large auto parts, or trees.75 Franchise Agreement for Collection Services with Recology San Mateo County Attachment A City of Burlingame Definitions Page 3 of 18 Bulky Item Collection76 “Bulky Item Collection” means the Collection of Bulky Items pursuant to the requirements of this 77 Agreement.78 Business Days79 “Business Days” means days (i.e., Monday through Friday) during which Contractor’s office is80 open to do business with the public.81 Cart82 “Cart” means a plastic Container with a hinged lid and two wheels that is serviced by an 83 automated or semi-automated Collection vehicle. A Cart has capacity of 20, 30, 60, or 9084 gallons (or similar volumes specified in Attachment D).85 Cell Phones86 “Cell Phones” means all telephones used for mobile or cellular communications including 87 batteries used to power cell phones.88 Change in Law89 “Change in Law” means any of the following events or conditions which has a material and 90 adverse effect on the performance by the Parties of their respective obligations under this 91 Agreement:92 a. The enactment, adoption, promulgation, issuance, modification, or written change in 93 administrative or judicial interpretation on or after January 1, 2011 of any Applicable 94 Law; or95 b. The order or judgment of any governmental body, on or after January 1, 2011, to the 96 extent such order or judgment is not the result of willful or negligent action, error or 97 omission or lack of reasonable diligence of the Agency, or of the Contractor, whichever 98 is asserting the occurrence of a Change in Law; provided, however, that the contesting 99 in good faith or the failure in good faith to contest any such order or judgment shall not 100 constitute such a willful or negligent action, error or omission or lack of reasonable 101 diligence.102 Charge103 “Charge” means the amount payable to Contractor for providing any additional service to 104 Customers and Agencies specified in Attachment Q. 105 Collect/Collection106 "Collect" or "Collection" means to take physical possession, transport, and remove Solid Waste, 107 Targeted Recyclable Materials, Organic Materials, or other materials pursuant to this Agreement 108 within and from Agency.109 Collection Container110 “Collection Container” means any Container provided by Contractor to store and Collect Solid 111 Waste, Targeted Recyclable Materials, Organics, or any other material targeted for Collection 112 by Contractor or subcontractor of Contractor.113 Franchise Agreement for Collection Services with Recology San Mateo County Attachment A City of Burlingame Definitions Page 4 of 18 Commencement Date114 “Commencement Date” means the date specified in Section 3.01 when the Contractor is to 115 begin providing services under the terms and conditions of this Agreement.116 Commercial117 "Commercial” means a business activity including, but not limited to, retail sales, wholesale 118 sales, services, research and development, government, education, non-profit, hospital, 119 manufacturing, institutional and industrial operations, but excluding businesses conducted upon 120 Residential Property which are permitted under applicable zoning regulations and are not the 121 primary use of the property. Commercial Collection includes service provided to Multi-Family 122 Dwelling Customers and Agency Facilities.123 Commercial Diversion Level124 “Commercial Diversion Level” means the sum of all Commercial Recyclable Materials Collected 125 by Contractor divided by the sum of all Commercial materials Collected by Contractor. For the 126 purposes of this definition, Recyclable Materials Collected shall include the sum of Targeted 127 Recyclable Materials, Other Recyclable Materials, and Organic Materials Collected, without 128 adjusting for Contamination. Materials Collected from Mixed Use Buildings shall be included in 129 the calculation of the Commercial Diversion Level to the extent materials from such Customers 130 are combined during Collection with materials from Commercial Premises.131 Commingle132 “Commingle” means to mix, mingle, or combine Targeted Recyclable Materials in a Collection 133 Container. 134 Community Event135 “Community Event” means Agency-sponsored or other community events that are one (1) or 136 two (2) days in duration and have up to ten thousand (10,000) attendees per day. Community 137 Events may include “large events” as defined in the Act (Public Resources Code Section 138 42648).139 Compactor140 “Compactor” means a mechanical apparatus that compresses materials and/or the Container 141 that holds the compressed materials. Compactors include Bin compactors of any size serviced 142 by front-loading Collection vehicles and Drop Box compactors of any size serviced by Drop Box 143 Collection vehicles.144 Complaint145 “Complaint” means written or orally communicated statements made by members of the public, 146 Customers, Owners, or Occupants of properties served by Contractor, by officers, employees or 147 agents of Agency or SBWMA alleging non-performance of, or deficiencies in Contractor’s 148 performance of, its duties under this Agreement, or a violation by Contractor of this Agreement.149 Construction and Demolition Debris or C&D150 "Construction and Demolition Debris" and “C&D” means materials resulting from construction, 151 renovation, remodeling, repair, or demolition operations on any Residential, Commercial or 152 other structure or pavement.153 Franchise Agreement for Collection Services with Recology San Mateo County Attachment A City of Burlingame Definitions Page 5 of 18 Container154 "Container" means any receptacle used for storage of Solid Waste, Targeted Recyclable 155 Materials, Organic Materials and other materials Collected pursuant to this Agreement including, 156 but not limited to, metal or plastic cans, Carts, Bins, tubs, Kitchen Pails, and Drop Boxes.157 Container Relocation Service158 “Container Relocation Service” means service rendered by Contractor for any Customer that 159 requires relocation of their Collection Container(s) each service day to a location that is 160 serviceable by the Contractor’s regular Collection vehicles, and that requires Contractor to 161 dispatch a secondary vehicle to relocate the Customer’s Collection Container(s) to a serviceable 162 location.163 Contamination164 “Contamination” means (i) all materials other than those defined as Targeted Recyclable 165 Materials that were Collected by Contractor with Single-Stream or Source Separated Targeted166 Recyclable Materials; (ii) all materials other than those defined as Plant Materials Collected by 167 Contractor with Plant Materials; or (iii) all materials other than those defined as Organic 168 Materials Collected by Contractor with Organic Materials.169 Contamination Level170 “Contamination Level” means the percentage of Contamination in the Targeted Recyclable 171 Materials, Plant Materials, or Organic Materials Collected by Contractor, which shall be 172 calculated as the Tonnage of Contaminated Material or residual divided by the Tonnage of all173 the specific material Collected.174 Contamination Measurement Procedure175 “Contamination Measurement Procedure” means the procedure the SBWMA will use to 176 determine the Contamination Level of loads of Targeted Recyclable Materials, Plant Materials,177 or Organic Materials Collected by Contractor and delivered to the Designated Transfer and 178 Processing Facility.179 Contractor180 "Contractor" means Recology San Mateo County.181 Contractor’s Compensation182 "Contractor’s Compensation" means the monetary compensation owed to Contractor in return 183 for providing services in accordance with this Agreement as described in Article 11 and184 Attachment K.185 Contractor Pass-Through Costs186 "Contractor Pass-Through Costs" means regulatory agency fees, interest expense, Member 187 Agency-specific changes to the Agreement, and Cap Carry Forward amounts, as described 188 under the heading “Contractor Pass-Through Costs” in Table 1 of Attachment K.189 County190 “County” means the County of San Mateo.191 Franchise Agreement for Collection Services with Recology San Mateo County Attachment A City of Burlingame Definitions Page 6 of 18 Curbside192 “Curbside” means the location for Collection, where Collection Containers or loose materials are193 placed on the street or alley against the face of the curb, or, where no curb exists, placed not 194 more than five (5) feet from the outside edge of the street or alley. 195 Customer196 “Customer” means the Person to whom Contractor (or Agency if Agency bills directly) submits 197 billing invoices for Collection services provided to a Premises. The Customer may be the 198 Occupant or Owner of the Premises provided that the Owner of the Premises shall be 199 responsible for payment of Collection services if an Occupant of the Premises fails to make 200 such payment.201 Day202 “Day” means calendar day unless otherwise specified.203 Designated Transfer and Processing Facility204 “Designated Transfer and Processing Facility” means the Shoreway Recycling and Disposal 205 Center or “SRDC” at 225 and 333 Shoreway Road, San Carlos, California, which is owned by 206 SBWMA.207 Designated Waste208 “Designated Waste” means non-Hazardous Waste which may pose special Disposal problems 209 because of its potential to contaminate the environment and which may be disposed of only in 210 Class II Disposal Sites or Class III Disposal Sites pursuant to a variance issued by the California 211 Department of Health Services. Designated Waste consists of those substances classified as 212 Designated Waste in California Code of Regulations Title 23, Section 2522.213 Discarded Material214 “Discarded Material” means Solid Waste, Targeted Recyclable Materials, and Organic Materials215 placed by a Generator in a Container and/or at a location that is designated for Collection 216 pursuant to the Agency's Municipal Code. Discarded Material shall become the property of 217 Contractor pursuant to California Public Resources Code Section 41950 until delivery to the 218 Designated Transfer and Processing Facility.219 Disposal220 "Disposal" means the ultimate disposition of Solid Waste Collected at a Disposal Site.221 Designated Disposal Site222 "Designated Disposal Site" means the facility or facilities utilized for the landfill Disposal of Solid 223 Waste Collected under the terms of this Agreement.224 Drop Box225 “Drop Box” means an open-top Container with a typical capacity of twenty (20) to forty (40)226 cubic yards that is serviced by a Drop Box or roll-off Collection vehicle. Drop boxes that contain 227 putrescible solid waste require a lid. Drop Boxes are also referred to as Debris Boxes.228 Franchise Agreement for Collection Services with Recology San Mateo County Attachment A City of Burlingame Definitions Page 7 of 18 Effective Date229 “Effective Date” means the date identified in Section 3.01 when this Agreement becomes 230 binding and enforceable.231 Electronic Waste (or E-Scrap)232 “Electronic Waste” or “E-Scrap” means “Covered Electronic Wastes” as defined in the Act 233 (Section 42463 of Public Resources Code) in addition to discarded electronic equipment such 234 as, but not limited to, television sets, computer monitors, central processing units (CPUs), laptop 235 computers, and peripherals (e.g., external computer hard drives, computer keyboards, computer 236 mice, and computer printers). E-Scrap does not include those items defined herein as Targeted 237 Recyclable Materials.238 Environmental Laws239 "Environmental Laws" means all federal and State statutes, County, and Agency ordinances 240 concerning public health, safety and the environment including, by way of example and not 241 limitation, the Act, the Comprehensive Environmental Response, Compensation and Liability 242 Act of 1980, 42 USC §9601 et seq.; the Resource Conservation and Recovery Act, 42 USC 243 §6902 et seq.; the Federal Clean Water Act, 33 USC §1251 et seq.; the Toxic Substances 244 Control Act, 15 USC §1601 et seq.; the Occupational Safety and Health Act, 29 USC §651 et 245 seq.; the California Hazardous Waste Control Act, California Health and Safety Code §25100 et 246 seq.; the California Toxic Substances Control Act, California Health and Safety Code §25300 et 247 seq.; the Porter-Cologne Water Quality Control Act, California Water Code §13000 et seq.; the 248 Safe Drinking Water and Toxic Enforcement Act, California Health and Safety Code §25249.5 et 249 seq.; as currently in force or as hereafter amended, and all rules and regulations promulgated 250 thereunder.251 Facility/Facilities252 "Facility/Facilities" means any plant or site, owned or leased and maintained, operated or used 253 by Contractor for purposes of performing Contractor’s obligations under this Agreement (e.g., 254 facilities for parking and maintaining vehicles, administration offices, and customer service 255 offices, etc.). As of the Effective Date, Contractor’s Facility(ies) are Shoreway Recycling and 256 Disposal Center at 225 Shoreway Road, San Carlos, California.257 Fiscal Year258 "Fiscal Year" means the period commencing July 1 through June 30 each year.259 Food Scraps260 "Food Scraps" means a subset of Organic Materials including: (i) all kitchen and table food 261 waste, and animal, or vegetable fruit, grain, dairy or fish waste that attends or results from the 262 storage, preparation, cooking or handling of foodstuffs, with the exception of animal excrement,263 (ii) paper waste contaminated with putrescible material, and (iii) biodegradable BPI-certified i264 plastic food service ware (where BPI refers to the Biodegradable Products Institute and more 265 information can be found at http://www.bpiworld.org/science-of-composting).266 Franchise Fee267 “Franchise Fee” means the fee paid by Contractor to Agency pursuant to Section 10.02.268 Franchise Agreement for Collection Services with Recology San Mateo County Attachment A City of Burlingame Definitions Page 8 of 18 Generator269 “Generator” means any Person whose act or process produces Solid Waste, Targeted 270 Recyclable Materials, or Organic Materials, or whose act first causes Solid Waste to become 271 subject to regulation.272 Gross Revenue Billed273 “Gross Revenue Billed” means the total revenue recognized per generally accepted accounting 274 principles by the Contractor for all services provided to Customers during the Rate Year in 275 question. Revenues may be billed by the Contractor to Customers or may be billed by Agency 276 to Customers.277 Guarantor278 “Guarantor” means Recology Inc.279 Guaranty280 “Guaranty” means the agreement to be executed by the Guarantor in the form of Attachment G.281 Hazardous Substance282 "Hazardous Substance" shall mean any of the following: (a) any substances defined, regulated 283 or listed (directly or by reference) as "Hazardous Substances", "hazardous materials", 284 "Hazardous Wastes", "toxic waste", "pollutant" or "toxic substances" or similarly identified as 285 hazardous to human health or the environment, in or pursuant to (i) the Comprehensive 286 Environmental Response, Compensation and Liability Act of 1980, 42 USC §9601 et 287 seq.(CERCLA); (ii) the Hazardous Materials Transportation Act, 49 USC §1802, et seq.; (iii) the 288 Resource Conservation and Recovery Act, 42 USC §6901 et seq.; (iv) the Clean Water Act, 33 289 USC §1251 et seq.; (v) California Health and Safety Code §§25115-25117, 25249.8, 25281, 290 and 25316; (vi) the Clean Air Act, 42 USC §7901 et seq.; and (vii) California Water Code 291 §13050; (b) any amendments, rules or regulations promulgated there under to such enumerated 292 statutes or acts currently existing or hereafter enacted; and (c) any other hazardous or toxic 293 substance, material, chemical, waste or pollutant identified as hazardous or toxic or regulated 294 under any other applicable Federal, State or local Environmental Laws currently existing or 295 hereinafter enacted, including, without limitation, friable asbestos, polychlorinated biphenyl’s 296 ("PCBs"), petroleum, natural gas and synthetic fuel products, and by-products.297 Hazardous Waste298 "Hazardous Waste" means all substances defined as Hazardous Waste, acutely Hazardous 299 Waste, or extremely Hazardous Waste by the State in Health and Safety Code §25110.02, 300 §25115, and §25117 or in any future amendments to or recodifications of such statutes or 301 identified and listed as Hazardous Waste by the US Environmental Protection Agency (EPA), 302 pursuant to the Federal Resource Conservation and Recovery Act (42 USC §6901 et seq.), all 303 future amendments thereto, and all rules and regulations promulgated there under.304 Hold Time305 “Hold Time” means the amount of time per answered call that a Customer service agent (or 306 agents) place a call on hold, plus the amount of time a call is left unanswered after Contractor’s 307 introductory voicemail message(s) is ended either by completion of the message(s) or by the308 Customer bypassing the message.309 Franchise Agreement for Collection Services with Recology San Mateo County Attachment A City of Burlingame Definitions Page 9 of 18 Holidays310 “Holidays” for the purposes of Collection service means New Year’s Day and Christmas Day. 311 Holidays for the purposes of local office operations means New Year’s Day, Martin Luther King 312 Jr. Day, President’s Day, Memorial Day, Fourth of July, Labor Day, Veterans Day, Thanksgiving 313 Day, and Christmas Day. When a Holiday falls on a Saturday, it may be observed on the Friday 314 prior to the Holiday. When a Holiday falls on a Sunday may be observed on the Monday 315 following the Holiday.316 Holiday Collection Schedule317 “Holiday Collection Schedule” means the modified Collection service schedule due to a 318 recognized Holiday for Collection service. If a Collection service Holiday falls on Monday, 319 Tuesday, Wednesday, Thursday, or Friday, the service shall be provided the immediately 320 following Day. When a Holiday falls on a Saturday, it may be observed on the Friday prior to the 321 Holiday. When a Holiday falls on a Sunday, it may be observed on the Monday following the 322 Holiday.323 Holiday Trees324 “Holiday Trees” means trees targeted for diversion that were purchased and used in celebration 325 of Christmas and other holidays in December and January.326 Household Batteries327 “Household Batteries” means disposable or rechargeable dry cells (e.g., A, AA, AAA, B, C, D, 9-328 volt, button-type) commonly used as power sources for household or consumer products 329 including, but not limited to, nickel-cadmium, nickel metal hydride, alkaline, mercury, mercuric 330 oxide, silver oxide, zinc oxide, nickel-zinc, nickel iron, lithium, lithium ion, magnesium, 331 manganese, and carbon-zinc batteries, but excluding automotive lead acid batteries.332 Household Hazardous Waste333 “Household Hazardous Waste” means Hazardous Waste generated at Residential Premises.334 Household Hazardous Waste does not include those items defined as Targeted Recyclable 335 Materials.336 Including337 “Including" means including but not limited to.338 Infectious Waste339 “Infectious Waste” means biomedical waste generated at hospitals, public or private medical 340 clinics, dental offices, research laboratories, pharmaceutical industries, blood banks, mortuaries, 341 veterinary facilities, and other similar establishments that are identified in State Health and 342 Safety Code Section 25117.5.343 Inquiry344 “Inquiry” means a written or orally communicated request for information, request for Collection 345 services, or request for change in service level made by members of the public, Customers, 346 Owners, or Occupants of properties served by Contractor, or by officers, employees or agents 347 of Agency or SBWMA.348 Franchise Agreement for Collection Services with Recology San Mateo County Attachment A City of Burlingame Definitions Page 10 of 18 Kitchen Pail349 “Kitchen Pail” means a receptacle suitable for the storage of Food Scraps that has a capacity of 350 1.5 to 2.5 gallons, a wire or plastic handle, and a lid.351 Line of Business352 “Line of Business” means the individual types of Collection service provided by Contractor to 353 each Service Sector, including Recyclable Materials Collection service, Organic Materials 354 Collection service, and Solid Waste Collection service.355 Liquidated Damages356 “Liquidated Damages” means the amounts owed by Contractor to the Agency for failure to meet 357 specific standards of performance as described in Section 14.07.358 Long Distance Service359 “Long Distance Service” means service rendered at a Premises each service day by Contractor 360 in which route personnel manually push or pull a wheeled Container more than fifty (50) feet 361 from its storage location to a serviceable location and then return the Container to its storage 362 location. 363 Major Appliances364 “Major Appliances” means any device including, but not limited to, washing machines, clothes 365 dryer, hot water heaters, dehumidifiers, conventional ovens, microwave ovens, stoves, 366 refrigerators, freezers, air-conditioners, trash compactors, and residential furnaces discarded by 367 Customers. Major Appliances are commonly referred to as White Goods.368 Materials Recovery Facility (MRF)369 "Materials Recovery Facility" means a permitted facility where Solid Waste, Targeted 370 Recyclable Materials, Organic Materials, and other materials are processed, sorted or 371 separated for the purposes of recovering reusable or Targeted Recyclable Materials. For the 372 purposes of this Agreement, Agency has designated the Shoreway Recycling and Disposal 373 Center, located at 225 and 333 Shoreway Road, San Carlos, CA, owned by the SBWMA, as its 374 Designated Transfer and Processing Facility.375 Measured Contamination Level376 “Measured Contamination Level” means the Contamination Level of the Targeted Recyclable 377 Materials, Plant Materials, and Organic Materials delivered by Contractor to the Designated 378 Transfer and Processing Facility determined in accordance with procedures contained in 379 Attachment E.380 Member Agencies381 “Member Agencies” means the following jurisdictions: the cities of Belmont, Burlingame, East 382 Palo Alto, Foster City, Menlo Park, Redwood City, San Carlos, and San Mateo; the towns of 383 Atherton and Hillsborough; the County of San Mateo; and the West Bay Sanitary District.384 Member Agency Facilities385 “Member Agency Facilities” or “Agency Facilities” means any building, site, or open space, 386 owned, or leased and maintained, operated or used by a Member Agency.387 Franchise Agreement for Collection Services with Recology San Mateo County Attachment A City of Burlingame Definitions Page 11 of 18 Missed Pick-Up Collection Event388 “Missed Pick-Up Collection Event” means events whereby Contractor failed to Collect Solid 389 Waste, Targeted Recyclable Materials, and Organic Materials on or before the Business Day 390 following Contractor’s receipt of the Missed Pick-Up Initial Complaint. The only exceptions to 391 this definition include: Missed Pick-Up Initial Complaints for which Contractor: (i) documented in 392 its Customer service system the Customer’s failure to properly set out Container or that the 393 Containers were blocked for Collection based on the route driver’s report; and, (ii) coded the call 394 for a recollection request or courtesy pick-up prior to receiving a Missed Pick-Up Initial395 Complaint. 396 Missed Pick-Up Initial Complaint397 “Missed Pick-Up Initial Complaint” means Complaints received by Contractor, Agency, or 398 SBWMA for missed pick-up of Solid Waste, Targeted Recyclable Materials, and Organic 399 Materials with the exception of Missed Pick-Up Complaints for which Contractor: (i) documented 400 in its Customer service system the Customer’s failure to properly set out Container or that the 401 Containers were blocked for Collection based on the route driver’s report; and, (ii) coded the call 402 for a recollection request or courtesy pick-up prior to receiving a Missed Pick-Up Complaint on 403 that same Day. 404 Mixed Use Building or Mixed Use405 “Mixed Use Building” or “Mixed Use” means a Premises containing five (5) or more individual 406 Residential Premises (dwelling units) and one (1) or more Commercial units.407 Multi-Family, Multi-Family Dwelling, or MFD408 “Multi-Family,” “Multi-Family Dwelling”, or “MFD” means an individual Residential Premises in a 409 building that contains five (5) or more individual Residential Premises. 410 Multi-Family Residential Complex or Multi-Family Premises411 “Multi-Family Residential Complex” or “Multi-Family Premises” means the building(s) containing 412 five (5) or more individual Residential Premises. Such Premises normally have centralized Solid 413 Waste and Targeted Recyclable Materials Collection service for all units in the building and are 414 billed to one address (typically the Owner or property manager).415 Net Revenue Billed416 “Net Revenue Billed” means the amount determined in accordance with Section 11.03.E of the 417 Agreement. 418 Occupant419 “Occupant” means a Person who occupies a Premises. 420 On-Call Service421 “On-Call Service” means Collection service provided by Contractor that is not regularly 422 scheduled or is scheduled more than twenty-four (24) hours in advance. On-Call Service is 423 initiated by Customer or Owner by calling, emailing, or requesting the service in person at 424 Contractor’s office.425 Franchise Agreement for Collection Services with Recology San Mateo County Attachment A City of Burlingame Definitions Page 12 of 18 Operating Cost426 “Operating Cost” or “Cost of Operations” means those costs actually incurred by Contractor,427 reasonably necessary to perform under this Agreement, and not otherwise specifically excluded428 in this Agreement.429 Operating Ratio430 “Operating Ratio” means a factor used in the calculation of profit. Contractor’s profit is 431 determined by applying the Operating Ratio of ninety and one-half percent (90.5%) to total 432 annual Costs of Operation described in Attachment K.433 Operator434 “Operator” means the company contracted by the SBWMA to operate the Designated Transfer 435 and Processing Facility.436 Organic Materials437 “Organic Materials” means those materials that will decompose and/or putrefy and that the 438 Agency permits, directs, or requires Generators to separate from Solid Waste and Targeted 439 Recyclable Materials for Collection in specially designated Containers for Organic Materials 440 Collection. Organic Materials include Plant Materials, Food Scraps, paper contaminated with 441 Food Scraps, biodegradable plastic food service ware, pieces of unpainted and untreated wood, 442 and pieces of unpainted and untreated wallboard. No Discarded Material shall be considered 443 Organic Materials, unless such material is separated from Solid Waste and Targeted Recyclable 444 Material.445 Other Pass-Through Costs446 “Other Pass-Through Costs” means Member Agency Franchise Fees and other fees which are 447 paid to each Member Agency, and fees paid by Contractor to SBWMA for processing and 448 Disposal (including transfer) of materials delivered by Contractor to the Designated Transfer and 449 Processing Facility.450 Other Recyclable Material451 "Other Recyclable Material" means a subset of Recyclable Materials Collected which include, 452 but are not limited to: Household Batteries, Cell Phones, Used Motor Oil, Used Motor Oil Filters, 453 Bulky Items that are Recycled, Major Appliances, E-Scrap, and U-Waste. The purpose of 454 differentiating Other Recyclable Material is to describe a category used to calculate the Overall 455 Diversion Level as specified in Attachment I.456 Overage457 "Overage" means the amount of Solid Waste placed in or adjacent to a Collection Container that 458 is in excess of the Container capacity.459 Overall Diversion Level460 “Overall Diversion Level” means the sum of all Recyclable Materials Collected by Contractor 461 divided by the sum of all materials Collected by Contractor in a Rate Year. For the purposes of 462 this definition, Recyclable Materials Collected shall include the sum of Targeted Recyclable 463 Materials, Other Recyclable Materials, and Organic Materials Collected, without adjusting for 464 Contamination.465 Franchise Agreement for Collection Services with Recology San Mateo County Attachment A City of Burlingame Definitions Page 13 of 18 Owner466 "Owner" means the Person holding legal title to the real property constituting the Premises to 467 which Solid Waste, Targeted Recyclable Materials, and/or Organic Materials Collection service 468 is provided.469 Party(ies)470 “Party(ies)” refers to the Agency and Contractor, individually or together.471 Pass-Through Cost472 "Pass-Through Cost" means a cost to which no element of overhead, administrative expense, or 473 profit, is added, such that the specific amount of such cost is included without modification in the 474 calculations or reports prepared in implementing this Agreement.475 Person476 "Person" means any individual, firm, company, association, organization, partnership, 477 corporation, trust, joint venture, the United States, the State, the County, towns, cities, or special 478 purpose districts.479 Plant Materials480 “Plant Materials” means a subset of Organic Materials consisting of grass cuttings, weeds, 481 leaves, prunings, branches, dead plants, brush, tree trimmings, dead trees (not more than six 482 (6) inches in diameter) and five (5) feet in length, and similar materials generated at Premises, 483 separated and set out for Collection. Plant Materials does not include materials not normally 484 produced from gardens or landscape areas, such as, brick, rock, gravel, large quantities of dirt, 485 concrete, sod, non-organic wastes, oil, and painted or treated wood products. Diseased plants 486 and trees may be excluded from Plant Materials upon mutual consent of Agency and 487 Contractor.488 Premises489 "Premises" means any land or building where Solid Waste, Recyclable Materials, or Organic 490 Materials is generated or accumulated.491 Previous Contractor492 "Previous Contractor” means Allied Waste Services of San Mateo County, a division of Republic 493 Services, Inc., which provided Collection services through December 31, 2010.494 Rates495 “Rates” means the monetary amounts to be charged a Customer by Contractor for providing 496 Collection of Solid Waste, Recyclable Materials, Organic Materials, and other materials.497 Rate Year498 "Rate Year" means the twelve-month (12-month) period, commencing January 1 of one year 499 and concluding December 31 of the same year, for which Contractor’s Compensation is 500 calculated. For purposes of this Agreement, Rate Years are numbered consecutively starting 501 with Rate Period Eleven (January 1, 2021 to December 31, 2021), thus reflecting a continuation 502 of Rate Years One through Ten from the 2009 Franchise Agreement.503 Franchise Agreement for Collection Services with Recology San Mateo County Attachment A City of Burlingame Definitions Page 14 of 18 Recycling504 "Recycling" means the process of sorting, cleansing, treating and reconstituting materials that 505 would otherwise be Disposed of at a landfill for the purpose of returning such materials to the 506 economy in the form of raw materials for new, reused or reconstituted products.507 Recycling Blitz508 "Recycling Blitz" means a Contractor outreach campaign, undertaken pursuant to Section 7.09,509 to implement or enhance Recycling or Organics Collection service at Commercial, Mixed Use,510 and Multi-Family Dwelling Customers.511 Recycling Tote-Bag512 "Recycling Tote-Bag" means a durable, mesh plastic bag with handles and a carrying capacity 513 of approximately eight (8) gallons distributed to Multi-Family Dwelling Residential Premises and514 Multi-Family Residential complexes for personal Recycling use.515 Recyclable Containers516 "Recyclable Containers" means food and beverage packaging receptacles including but not 517 limited to packaging that has California Redemption Value.518 Recyclable Materials519 "Recyclable Materials" means Discarded Materials that can be re-used, remanufactured, 520 reconstituted, or Recycled.521 Related Party Entity522 "Related Party Entity" means any Affiliate which has financial transactions with Contractor523 pertaining to this Agreement.524 Residential525 “Residential” means of, from, or pertaining to Single-Family Dwellings, Multi-Family Residential 526 complexes, including single-family homes, apartments, condominiums, townhouse complexes, 527 mobile home parks, cooperative apartments, and yacht harbors and marinas where residents 528 live aboard boats.529 Residential Diversion Level530 “Residential Diversion Level” means the sum of all Residential Recyclable Materials Collected 531 by Contractor divided by the sum of all Residential materials Collected by Contractor. For the 532 purposes of this definition, Recyclable Materials Collected shall include the sum of Targeted 533 Recyclable Materials, Other Recyclable Materials, and Organic Materials Collected, without 534 adjusting for Contamination. Materials Collected from Mixed Use Buildings shall be included in 535 the calculation of the Residential Diversion Level to the extent materials from such Customers 536 are combined during Collection with materials from Residential Premises.537 Residential Premises538 "Residential Premises” means individual dwelling units such as Single-Family Dwelling units, 539 Multi-Family Dwelling units (such as townhouses, apartments, and condominiums), mobile 540 home park dwelling units, cooperative apartments, and dwelling units at yacht harbors and 541 marinas where residents live aboard boats.542 Franchise Agreement for Collection Services with Recology San Mateo County Attachment A City of Burlingame Definitions Page 15 of 18 Residential Property543 "Residential Property" means property used for residential purposes.544 Residential Recyclable Materials545 “Residential Recyclable Materials” means Targeted Recyclable Materials Collected from both 546 Single-Family Dwelling Customers and Multi-Family Residential Complexes. 547 Revenue Requirement548 “Revenue Requirement” means the total projected amount of revenue that must be included in 549 determination of Agency’s Rates to cover all costs associated with Contractor’s Compensation, 550 Contractor Pass-Through Costs, and Other Pass-Through Costs for a Rate Year.551 SB 1383552 “SB 1383” means the Short-lived Climate Pollutants: Methane Emissions: Dairy And Livestock: 553 Organic Waste: Landfills Act of 2016 (Chapter 395, Statues of 2016 [Lara, SB 1383]), also 554 commonly referred to as “SB 1383”, as amended, supplemented, superseded, and replaced 555 from time to time. Of particular significance to the Collection services provided under the terms 556 of this Agreement, SB 1383 establishes State-wide targets for the reduction of Organic 557 Materials Disposal.558 SBWMA559 “SBWMA” means the South Bayside Waste Management Authority, which is a joint powers 560 authority comprised of the Member Agencies.561 SBWMA Service Area562 “SBWMA Service Area” means the service area comprised of the SBWMA’s Member Agencies, 563 which include the following: Town of Atherton, City of Belmont, City of Burlingame, City of East 564 Palo Alto, City of Foster City, Town of Hillsborough, City of Menlo Park, City of Redwood City, 565 City of San Carlos, City of San Mateo, sections of unincorporated San Mateo County, and West 566 Bay Sanitary District.567 Service Area568 “Service Area” means the area within, and, if applicable, outside Agency’s jurisdictional 569 boundaries with respect to which Agency exercises franchising authority for the Collection of 570 Solid Waste, Targeted Recyclable Materials, Organic Materials, or other materials pursuant to 571 this Agreement.572 Service Day573 “Service Day” means Monday through Sunday excluding Holidays specified in this Attachment A 574 for the Collection services.575 Service Opportunity576 “Service Opportunity” means each individual opportunity the Contractor has to Collect Solid 577 Waste, Targeted Recyclable Materials, and Organic Materials from a Customer’s Container 578 which is equivalent to the required Single-Family, Multi-Family, and Commercial lifts. For 579 example, for a Single-Family Customer with regular weekly service, Contractor has three (3) 580 Franchise Agreement for Collection Services with Recology San Mateo County Attachment A City of Burlingame Definitions Page 16 of 18 Service Opportunities per week – one (1) for Solid Waste Collection, one (1) for Targeted 581 Recyclable Materials, and one (1) for Organic Materials.582 Service Sector583 “Service Sector” means Collection services for each of the following types of services: Single-584 Family; Multi-Family; Commercial; and Member Agency Facilities.585 Single-Family, Single-Family Dwelling, or SFD586 "Single-Family,” “Single-Family Dwelling,” or “SFD” means a Premises used as a Residential 587 dwelling and includes each unit of a duplex, triplex, fourplex or townhouse condominium at 588 which there are no more than four dwelling units where individual Solid Waste, Targeted 589 Recyclable Materials, and Organics Materials Collection is provided separately to each dwelling 590 unit.591 Single-Stream Targeted Recyclable Materials592 “Single-Stream Targeted Recyclable Materials” shall mean Targeted Recyclable Materials which 593 have been Commingled by the Generator and placed in a Container for the purposes of 594 Collection.595 Solid Waste596 “Solid Waste” means all putrescible and non-putrescible solid, semisolid, and liquid wastes, as 597 defined in California Public Resources Code Section 40191. For the purposes of this 598 Agreement, “Solid Waste” does not include abandoned vehicles and parts thereof, Hazardous 599 Waste or low-level radioactive waste, medical waste, Source Separated Targeted Recyclable 600 Materials, Source Separated Plant Materials, or Source Separated Organic Materials.601 Source Separated602 "Source Separated" means materials which otherwise would become Solid Waste, but have 603 been segregated by the Generator, such as Targeted Recyclable Materials or Organic 604 Materials, for the purpose of reuse, Recycling, or composting, to be Collected by Contractor or 605 others.606 Special Handling Service607 “Special Handling Service” means the provision of Collection service to a SFD in the rear or side 608 Premises. Customers eligible for this service include only those that submit documentation 609 (e.g., a form signed by a doctor) of their inability to perform the generally applicable Curbside 610 Collection set-out requirements.611 Specialty Recyclable or Reusable Material612 “Specialty Recyclable or Reusable Material” means Recyclable Materials that are not Targeted613 Recyclable Materials but that may be collected for purposes of Recycling by any Person 614 operating in accordance with the Agency Municipal Code. Such Specialty Recyclable or 615 Reusable Materials include, but are not limited to, scrap metal weighing more than ten (10) 616 pounds, Construction and Demolition Debris, pallets, plastic film, and reusable furniture.617 Franchise Agreement for Collection Services with Recology San Mateo County Attachment A City of Burlingame Definitions Page 17 of 18 Speed of Answer618 “Speed of Answer” means the amount of time before a call is answered once that call is queued619 upon completion of the introductory voicemail message(s) or Customer bypassing the 620 message(s).621 Shoreway Recycling and Disposal Facility622 “Shoreway Recycling and Disposal Facility” means the Shoreway Recycling and Disposal 623 Center at 225 and 333 Shoreway Road, San Carlos, California, which is owned by SBWMA.624 State625 “State” means the State of California.626 Subcontractor627 “Subcontractor” means a Person which has entered into a contract with the Contractor for the 628 performance of work that is necessary for the Contractor’s fulfillment of its obligations under this 629 Agreement.630 Targeted Recyclable Materials631 “Targeted Recyclable Materials” means a subset of Recyclable Materials that includes: 632 newspaper (including inserts, coupons, and store advertisements); mixed paper (including office 633 paper, computer paper, magazines, junk mail, catalogs, brown paper bags, paperboard, paper 634 egg cartons, telephone books, books, colored paper, construction paper, envelopes, legal pad 635 backings, shoe boxes, cereal and other similar food boxes); chipboard; corrugated cardboard; 636 paper milk cartons; glass containers of any color (including brown, blue, clear, and green); 637 aluminum (including food and beverage containers, foil, small pieces of scrap metal); small 638 pieces of scrap metal weighing less than ten (10) pounds and fitting into the Targeted 639 Recyclable Materials Collection Container (excluding chain, cable, wire, banding, hand tools, 640 and automotive parts); steel, tin or bi-metal containers; plastic containers (i.e., all plastic 641 containers stamped with the Society for the Plastics Industry (SPI) code #1 through #7; and 642 plastic containers that are not stamped but clearly can be identified as PET, HDPE, 643 polypropylene). The list of “Targeted Recyclable Materials” may be modified as technology or 644 commodity markets change during the term of the Agreement. Modifications to the list of 645 “Targeted Recyclable Materials” shall be subject to mutual agreement between the SBWMA, 646 Agency, and Contractor. 647 Term648 “Term” shall have the meaning ascribed to it Section 3.02.649 Ton (or Tonnage)650 “Ton (or Tonnage)” means a unit of measure for weight equivalent to 2,000 pounds where each 651 pound contains 16 ounces.652 Transfer Station653 “Transfer Station” means a Facility primarily used for the purpose of transferring Solid Waste 654 from Collection vehicles to transfer vehicles (but which may include recovery operations) to 655 more efficiently transport Solid Waste to the Disposal Site. For the purposes of this Agreement, 656 Franchise Agreement for Collection Services with Recology San Mateo County Attachment A City of Burlingame Definitions Page 18 of 18 Agency has designated the Shoreway Recycling and Disposal Center, located at 225 and 333 657 Shoreway Road, San Carlos, CA, as its designated Transfer Station.658 Spills of Discarded Materials659 “Spills of Discarded Materials” means any Solid Waste, Targeted Recyclable Materials, or 660 Organic Materials spilled or left at established Collection sites by Contractor after Collection, 661 other than small particles of grass clippings and leaves of the size and volume that may be 662 collected by regular street sweeping operations which may be left behind.663 Universal Waste (or U-Waste)664 “Universal Waste,” or “U-Waste,” means all wastes defined by Title 22, Subsections 66273.1 665 through 66273.9 of the California Code of Regulations. These include, but are not limited to, 666 batteries, fluorescent light bulbs, mercury switches, and Electronic Waste. U-Waste does not 667 include those items defined herein as Targeted Recyclable Materials.668 Unpermitted Materials669 “Unpermitted Materials” mean wastes or other materials that the Designated Transfer and 670 Processing Facility is not permitted to receive, including Hazardous Waste and Hazardous 671 Substances.672 Used Motor Oil 673 “Used Motor Oil” means used motor oil from automobiles and other light duty vehicles intended 674 for personal use which is removed from cars at a Residential Premises and not as a part of a 675 for-profit or other business activity. 676 Used Motor Oil Filter677 “Used Motor Oil Filter” means a used motor oil filter from automobiles and other light duty 678 vehicles intended for personal use which is removed from the vehicle at a Residential Premises 679 and not as a part of a for-profit or other business activity.680 Venue681 “Venue” means a permanent facility that during any year seats or serves an average of more 682 than 2,000 individuals per day of operation. Both people attending the event and those working 683 at it, including volunteers, are included in this number.684 Waste Zero Specialists685 “Waste Zero Specialists” are the Contractor’s staff members responsible for recycling promotion 686 directed primarily to Commercial and Multi-Family customers in the SBWMA Service Area.687 Weekly Collection Service688 “Weekly Collection Service” means Collection Service that is scheduled in advance from 689 Monday through Friday and provided once-per-week on the same day or days each week.690 White Goods691 “White Goods” means Major Appliances.692 ATTACHMENT B LIST OF AGENCY FACILITIES CITY OF BURLINGAME Franchise Agreement for Collection Services with Recology San Mateo County Attachment B City of Burlingame List of Agency Facilities 1 Customer Name Service Address Size # of Units MON TUE WED THU FRI SAT SUN CITY OF BURLINGAME ALCAZAR DR 32GAL REC 2 X CITY OF BURLINGAME - LIBRARY 1800 EASTON DR 32GAL MSW 1 X CITY OF BURLINGAME - LIBRARY 1800 EASTON DR 32GAL ORG 1 X CITY OF BURLINGAME - LIBRARY 1800 EASTON DR 32GAL REC 1 X CITY CAN - BURLINGAME 501 PRIMROSE RD 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 501 PRIMROSE RD 32GAL REC 1 X CITY CAN - BURLINGAME 1100 BURLINGAME AVE #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1101 BURLINGAME AVE #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1134 BROADWAY #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1160 BROADWAY #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1170 BROADWAY #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1190 BROADWAY #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1202 BROADWAY #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1226 BROADWAY #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1236 BROADWAY #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1308 BROADWAY #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1352 BROADWAY #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1454 BROADWAY #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1433 BROADWAY #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1399 BROADWAY #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1327 BROADWAY #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1301 BROADWAY #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1251 BROADWAY #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1233 BROADWAY #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1201 BROADWAY #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1199 BROADWAY #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1165 BROADWAY #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1125 BURLINGAME AVE #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1160 BURLINGAME AVE #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1160 BURLINGAME AVE #. 32GAL REC 1 XXXXXX CITY CAN - BURLINGAME 1200 BURLINGAME AVE #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1205 BURLINGAME AVE #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1214 BURLINGAME AVE #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1214 BURLINGAME AVE #. 32GAL REC 1 X X X X X X CITY CAN - BURLINGAME 1234 BURLINGAME AVE #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1241 BURLINGAME AVE #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1241 BURLINGAME AVE #. 32GAL REC 1 XXXXXX CITY CAN - BURLINGAME 1301 BURLINGAME AVE #. 32GAL MSW 2 X X X X X X CITY CAN - BURLINGAME 1304 BURLINGAME AVE #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1316 BURLINGAME AVE #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1395 BURLINGAME AVE #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1390 BURLINGAME AVE #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1400 BURLINGAME AVE #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1400 BURLINGAME AVE #. 32GAL REC 1 X X XXXX CITY CAN - BURLINGAME 1401 BURLINGAME AVE #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1475 BURLINGAME AVE #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1447 BURLINGAME AVE #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1447 BURLINGAME AVE #. 32GAL REC 1 XXXXXX CITY CAN - BURLINGAME 1429 BURLINGAME AVE #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 333 CALIFORNIA DR #. 32GAL MSW 1 X X XXXX CITY CAN - BURLINGAME 1477 CHAPIN AVE #. 32GAL MSW 3 X X X X X X CITY CAN - BURLINGAME 1175 CHULA VISTA AVE #. 32GAL MSW 1 XXXXXX ATTACHMENT B LIST OF AGENCY FACILITIES CITY OF BURLINGAME Franchise Agreement for Collection Services with Recology San Mateo County Attachment B City of Burlingame List of Agency Facilities 2 Customer Name Service Address Size # of Units MON TUE WED THU FRI SAT CITY OF BURLINGAME ALCAZAR DR 32GAL REC 2 X CITY OF BURLINGAME - LIBRARY 1800 EASTON DR 32GAL MSW 1 X CITY OF BURLINGAME - LIBRARY 1800 EASTON DR 32GAL ORG 1 X CITY OF BURLINGAME - LIBRARY 1800 EASTON DR 32GAL REC 1 X CITY CAN - BURLINGAME 501 PRIMROSE RD 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 501 PRIMROSE RD 32GAL REC 1 X CITY CAN - BURLINGAME 1100 BURLINGAME AVE #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1101 BURLINGAME AVE #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1134 BROADWAY #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1160 BROADWAY #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1170 BROADWAY #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1190 BROADWAY #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1202 BROADWAY #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1226 BROADWAY #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1236 BROADWAY #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1308 BROADWAY #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1352 BROADWAY #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1454 BROADWAY #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1433 BROADWAY #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1399 BROADWAY #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1327 BROADWAY #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1301 BROADWAY #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1251 BROADWAY #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1233 BROADWAY #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1201 BROADWAY #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1199 BROADWAY #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1165 BROADWAY #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1125 BURLINGAME AVE #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1160 BURLINGAME AVE #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1160 BURLINGAME AVE #. 32GAL REC 1 X X X X X X CITY CAN - BURLINGAME 1200 BURLINGAME AVE #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1205 BURLINGAME AVE #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1214 BURLINGAME AVE #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1214 BURLINGAME AVE #. 32GAL REC 1 X X X X X X CITY CAN - BURLINGAME 1234 BURLINGAME AVE #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1241 BURLINGAME AVE #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1241 BURLINGAME AVE #. 32GAL REC 1 X X X X X X CITY CAN - BURLINGAME 1301 BURLINGAME AVE #. 32GAL MSW 2 X X X X X CITY CAN - BURLINGAME 1304 BURLINGAME AVE #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1316 BURLINGAME AVE #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1395 BURLINGAME AVE #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1390 BURLINGAME AVE #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1400 BURLINGAME AVE #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1400 BURLINGAME AVE #. 32GAL REC 1 X X X X X X CITY CAN - BURLINGAME 1401 BURLINGAME AVE #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1475 BURLINGAME AVE #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1447 BURLINGAME AVE #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 1447 BURLINGAME AVE #. 32GAL REC 1 X X X X X X CITY CAN - BURLINGAME 1429 BURLINGAME AVE #. 32GAL MSW 1 X X X X X CITY CAN - BURLINGAME 333 CALIFORNIA DR #. 32GAL MSW 1 X X X X X X CITY CAN - BURLINGAME 1477 CHAPIN AVE #. 32GAL MSW 3 X X X X X X CITY CAN - BURLINGAME 1175 CHULA VISTA AVE #. 32GAL MSW 1 X X X X X X CITY OF BURLINGAME - CORP YARD 1361 N CAROLAN AVE 64GAL MSW 2 X X ATTACHMENT B LIST OF AGENCY FACILITIES CITY OF BURLINGAME Franchise Agreement for Collection Services with Recology San Mateo County Attachment B City of Burlingame List of Agency Facilities 3 Customer Name Service Address Size # of Units MON TUE WED THU FRI SAT SUN CITY OF BURLINGAME - CORP YARD 1361 N CAROLAN AVE 64GAL ORG 1 X CITY OF BURLINGAME - CORP YARD 1361 N CAROLAN AVE 64GAL REC 1 X CITY OF BURLINGAME-POLICE DEPT 1111 TROUSDALE DR 64GAL ORG 1 X X CITY OF BURLINGAME - REC CENTR 850 BURLINGAME AVE 96GAL ORG 2 X X CITY OF BURLINGAME - FIRE DEPT 799 CALIFORNIA DR 96GAL ORG 1 X CITY OF BURLINGAME - FIRE DEPT 799 CALIFORNIA DR 96GAL REC 1 X CITY OF BURLINGAME 1535 CALIFORNIA DR 96GAL REC 1 X CITY OF BURLINGAME - FIRE DEPT 2832 HILLSIDE DR 96GAL MSW 2 X CITY OF BURLINGAME - CITY HALL 501 PRIMROSE RD #. 96GAL ORG 1 X CITY OF BURLINGAME - CITY HALL 501 PRIMROSE RD #. 96GAL REC 4 X X CITY OF BURLINGAME - FIRE DEPT 1399 ROLLINS RD 96GAL MSW 1 X X CITY OF BURLINGAME - FIRE DEPT 1399 ROLLINS RD 96GAL REC 1 X X CITY OF BURLINGAME-POLICE DEPT 1111 TROUSDALE DR 96GAL REC 1 X CITY OF BURLINGAME - LIBRARY 480 PRIMROSE RD 96GAL ORG 1 X X X CITY OF BURLINGAME - REC CENTR 850 BURLINGAME AVE BATTERY 1 ONCALL CITY OF BURLINGAME - CITY HALL 501 PRIMROSE RD #. BATTERY 1 ONCALL CITY OF BURLINGAME - CITY HALL 501 PRIMROSE RD #. 1YARD MSW 1 X X CITY OF BURLINGAME 250 ANZA BLVD 1YARD ORG 1 X X CITY OF BURLINGAME 1103 AIRPORT BLVD 1YARD REC 1 X CITY OF BURLINGAME - LIBRARY 480 PRIMROSE RD 2YARDMSW1XXXXX CITY OF BURLINGAME - REC CENTR 850 BURLINGAME AVE 2YARD REC 1 X X CITY OF BURLINGAME - FIRE DEPT 799 CALIFORNIA DR 2YARD REC 1 X CITY OF BURLINGAME - CITY HALL 501 PRIMROSE RD #. 2YARD REC 1 X X CITY OF BURLINGAME - LIBRARY 480 PRIMROSE RD 2YARDREC1XXXXX CITY OF BURLINGAME 250 ANZA BLVD 3YARD MSW 1 X CITY OF BURLINGAME - REC CENTR 850 BURLINGAME AVE 3YARD MSW 2 X X CITY OF BURLINGAME - CORP YARD 1361 N CAROLAN AVE 3YARD MSW 1 X X CITY OF BURLINGAME-POLICE DEPT 1111 TROUSDALE DR 3YARD MSW 1 X X CITY OF BURLINGAME 250 ANZA BLVD 3YARD REC 1 X CITY OF BURLINGAME - REC DEPT 420 CAROLAN AVE 3YARD REC 2 X CITY OF BURLINGAME - CORP YARD 1361 N CAROLAN AVE 3YARD REC 1 X CITY OF BURLINGAME-POLICE DEPT 1111 TROUSDALE DR 3YARD REC 1 X CITY OF BURLINGAME 1103 AIRPORT BLVD 6YARD MSW 1 X CITY OF BURLINGAME - FIRE DEPT 799 CALIFORNIA DR 6YARD MSW 1 X CITY OF BURLINGAME 1103 AIRPORT BLVD 8YARD DIRT 1 ONCALL CITY OF BURLINGAME 420 CAROLAN AVE 20YARD MSW 1 X CITY OF BURLINGAME 420 CAROLAN AVE 30YARD ORG 1 ONCALL CITY OF BURLINGAME 1300 CALIFORNIA DR 8YARD DIRT 1 X X CITY OF BURLINGAME 1300 CALIFORNIA DR 8YARD DIRT 1 ONCALL CITY OF BURLINGAME 1300 CALIFORNIA DR 8YARD DIRT 1 ONCALL CITY OF BURLINGAME 1300 CALIFORNIA DR 30YARD ORG 1 XXXXX CITY OF BURLINGAME 1300 CALIFORNIA DR 30YARD ORG 1 ONCALL CITY OF BURLINGAME 1300 CALIFORNIA DR 30YARD ORG 1 ONCALL CITY OF BURLINGAME 1300 CALIFORNIA DR 30YARD ORG 1 ONCALL CITY OF BURLINGAME 1391 ROLLINS RD 15YARD MSW XXXXX CITY OF BURLINGAME 1391 ROLLINS RD 15YARD MSW X X ATTACHMENT B LIST OF AGENCY FACILITIES CITY OF BURLINGAME Franchise Agreement for Collection Services with Recology San Mateo County Attachment B City of Burlingame List of Agency Facilities 4 ATTACHMENT C COMMUNITY EVENTS CITY OF BURLINGAME Franchise Agreement for Collection Services with Recology San Mateo County Attachment C City of Burlingame Community Events 1 x Burlingame on the Avenue x Burlingame Pet Parade x Burlingame Fresh Market x Burlingame Green Fair x Burlingame Coastal Bay Clean-up x Burlingame Tree Lighting Ceremony and Parade x Burlingame Electronic Recycling Event x Burlingame Bicycle Criterium x Spring (Earth Day) Cleanup Event ATTACHMENT DCONTAINER SPECIFICATIONS CITY OF BURLINGAME Collection Services Franchise Agreement with Recology San Mateo County Attachment D City of Burlingame Container Specifications Page 1 of 6 Container Specifications - Carts 1.Material to be Collected Color Default Capacity Solid Waste Black 32 gallons Targeted Recyclable Materials Blue 64 gallons Organic Materials Green 96 gallons 2.Manufacturer……………………………………..Toter Inc. 3.Material of Construction……………………….LMPDE – Linear Medium Density Polyethelyne 4.Recycled Content (percentage)……..…………Minimum of thirty percent (30%) post- consumer recycled content material 5.Manufacturing Method (rotational molding, injection molding, other.)……..……..…………. Rotational molding for 32,64,and 96 gallon carts Injection molding for 20 gallon cart Cart Size 20 gallons1 32 gallons 64 gallons 96 gallons 6.Durability (in service years) …….10+10+10+10+ 7.Cost of Each Container ………N/A N/A N/A N/A 8.Dimensions of Each Container (Length x Width x Height) ……… 24.25 x 19.25 x 38.50 24.25 x 19.25 x 38.50 31.75 x 24.25 x 41.75 35.25 x 29.75 x 43.25 9.Wheel Size (carts only) …………10”10”10”10” 1.Maximum Load Weight (lbs) …….60-74 lbs 112 lbs 224 lbs 336 lbs 10.Manufacturer’s warranty (years)10 10 10 10 11.Labeling (list methods)………….. Hot Stamp on Body and/or Lid 1 The 20-gallon Cart shall be a 32-gallon Cart with an insert to reduce the capacity from 32 gallons to 20 gallons. It will be manufactured by Toter ATTACHMENT DCONTAINER SPECIFICATIONS CITY OF BURLINGAME Collection Services Franchise Agreement with Recology San Mateo County Attachment D City of Burlingame Container Specifications Page 2 of 6 Container Specifications – Kitchen Pails 1.Kitchen Pail (Food Waste) 2.Manufacturer…………………………………………….………….Norseman Environmental Products 3.Material of Construction …………………………………………..High Density Polyethylene 4.Recycled Content (percentage)……..……………………………Minimum of twenty percent (20%) post-consumer recycled content material 5.Color ………………………………………………………………..Green body White lid White handle 6.Durability (in service years) ………………………………………Five (5) years plus 7.Cost of Each Kitchen Pail …………………………………………N/A 8.Dimensions of Each Kitchen Pail (Length x Width x Height) ...12” x 8.6” x 8.6” 9.Manufacturer’s warranty …………..No Yes If Yes, Number of Years = five (5) 10.Labeling (list methods)....…………..Hot stamped on front and/or Label affixed to front or on lid ATTACHMENT DCONTAINER SPECIFICATIONS CITY OF BURLINGAME Collection Services Franchise Agreement with Recology San Mateo County Attachment D City of Burlingame Container Specifications Page 3 of 6 Container Specifications – Recycling Tote Bag 1.Recycling Tote Bags …….. 2.Manufacturer……………………………………………………...Multibag 3.Material of Construction …………………………………………Polypropylene 4.Recycled Content (percentage) …………………………………60% Recycled Polypropylene, 35% Virgin Polypropylene, 3% White pigment, and 2% Printing ink 5.Color ………………………………………………………………..Available in any Pantone color 6.Durability (in service years) ……………………………………….5 – 10 Years 7.Cost of Tote Bag…………………………………………………..N/A 8.Dimensions of Recycling Tote Bag (Length x Width x Height) 15 x 7 x 15 (inches) 9.Manufacturer’s warranty ………….. No Yes If Yes, Number of Years = 10.Labeling (list methods) ………….Silkscreen ATTACHMENT DCONTAINER SPECIFICATIONS CITY OF BURLINGAME Collection Services Franchise Agreement with Recology San Mateo County Attachment D City of Burlingame Container Specifications Page 4 of 6 Container Specifications - Bins 1.Material to be Collected. Garbage Color = Gray Targeted Recyclables Color = Blue Organic Materials Color = Green C&D Materials Color = TBD 2.Manufacturer……………………………..……….Consolidated Fabricators 3.Material of Construction …………………………Steel Body HDPE Plastic Lid 4.Recycled Content (percentage)……..………….30% 5.Manufacturing Method ……..……..…………….Welded (Body) Molded (Lid) 6.New or Used (Agency authorization required)…………………………………….. New Used 7.Date of Last Refurbished ………………………. Container Size (cubic yards)1CY 2CY 3CY 4CY 8.Color ………………………………. 9.Durability (in service years) ……..7+7+7+7+ 10.Cost of Each Container……….N/A N/A N/A N/A 11.Dimensions of Each Container (Length x Width x Height) …….. 72” x 24” x 28” 72” x 34.5” x 34.5” 72” x 41.5” x 41.5” 72” x 50.5” x 46” 12.Wheel Size (if appropriate) ……..6”6”6”6” 13.Maximum Load Weight (lbs) …….600 1,000 1,400 1,800 14.Manufacturer’s warranty (years)1 1 1 1 15.Labeling (list methods) ………… Paint and decals ATTACHMENT DCONTAINER SPECIFICATIONS CITY OF BURLINGAME Collection Services Franchise Agreement with Recology San Mateo County Attachment D City of Burlingame Container Specifications Page 5 of 6 Container Specifications – Bins 1.Material to be Collected. Garbage Color = Gray Targeted Recyclables Color = Blue Organic Materials Color = Green C&D Materials Color = TBD 2.Manufacturer……………………………..……….Consolidated Fabricators 3.Material of Construction …………………………Steel Body HDPE Plastic Lid 4.Recycled Content (percentage)……..………….30% 5.Manufacturing Method ……..……..…………….Welded (Body) Molded (Lid) 6.New or Used (Agency authorization required)…………………………………….. New Used 7.Date of Last Refurbished ………………………. Container Size 6CY 8CY 9CY 15 CY 8.Color ………………………………. 9.Durability (in service years) ……..7+7+7+7+ 10.Cost of Each Container ………….N/A N/A N/A N/A 11.Dimensions of Each Container (Length x Width x Height) …….. 72”x66”x 50” 72” x 72” x 56” 8x12x34”8x12x55” 12.Wheel Size (if appropriate) ……..n/a n/a 10”10” 13.Maximum Load Weight (lbs) …….2,000 2,200 15,000 15,000 14.Manufacturer’s warranty (years)1 1 1 1 15.Labeling (list methods) ………… Paint and decals N/A means “not applicable.” CY means “cubic yard.” TBD means “to be determined.” ATTACHMENT DCONTAINER SPECIFICATIONS CITY OF BURLINGAME Collection Services Franchise Agreement with Recology San Mateo County Attachment D City of Burlingame Container Specifications Page 6 of 6 Container Specifications – Drop Boxes 1.Material to be Collected. Garbage Targeted Recyclables Organic Materials C&D Materials 2.Manufacturer……………………………..……….Consolidated Fabricators 3.Material of Construction …………………………Steel Body Steel Lid 4.Recycled Content (percentage)……..………….30% 5.Manufacturing Method ……..……..…………….Welded 6.New or Used (Agency authorization required)…………………………………….. New Used 7.Date of Last Refurbished ………………………. Container Size 20 CY 30 CY 40 CY 8.Color ………………………………. 9.Durability (in service years) ……..+++ 10.Cost of Each Container ………….N/A N/A N/A N/A 11.Dimensions of Each Container (Length x Width x Height)…….. 8x18x49”8x20x66”8x22x80” 12.Wheel Size (if appropriate) ……..10”10”10” 13.Maximum Load Weight (lbs) …….15,000 15,000 15,000 14.Manufacturer’s warranty (years)1 1 1 15.Labeling (list methods) ………… Paint and decals N/A means “not applicable.” ATTACHMENT E-1CONTAMINATION MEASUREMENT METHODOLOGY: SINGLE LOADS Collection Services Franchise Agreement with Recology San Mateo County Attachment E-1 City of Burlingame Contamination Measurement Methodology Page 1 of 14 This Attachment presents the methodology for quantifying the Contamination Level of single load(s) of Recyclable Materials Collected in the Service Area and delivered to the Designated Transfer and Processing Facility by Contractor. This Attachment is organized into the following six (6) sections: 1. Objectives–describes the purpose of the methodology. 2. Sampling rationale–defines which loads will be sampled. 3. Sampling allocation–describes the number of samples required to provide a sufficient level of accuracy in findings. 4. Test procedures–describes sampling and sorting activities for each load. 5. Sorting categories-describes the sorting categories. 6. Calculations Appendices 1 through 3 consist of: 1.methodology checklist 2. sample data collection forms 3.equipment list 1. Objectives This methodology is designed to estimate the Contamination Level (as a percentage by weight of the entire load) in an individual load from five (5) inbound material types Collected in the Service Area.These material streams are listed below and described further in Section 3. x Commercial Source Separated and Targeted Recyclable Materials x Commercial Organic Materials x Commercial Plant Materials x Single-Family Targeted Recyclable Materials x Single-Family Organic Materials The methodology described herein is intended to produce consistent and statistically reliable estimates of the Contamination Level of individual loads from the above material streams. In addition, the methodology is designed to require the minimum necessary organizational time and financial investment. 2. Sampling rationale Loads may be selected for sampling when observation of the load by SBWMA or Operator indicates that it may exceed the allowed Contamination Level. A statistical sampling process will be used to determine the Measured Contamination Level in individual loads. 3. Sampling allocation Approximately five (5) samples, each weighing approximately one hundred and fifty (150) pounds, are required from an individual load in order to calculate the Measured Contamination Level with a sufficient level of accuracy for every material stream except ATTACHMENT E-1CONTAMINATION MEASUREMENT METHODOLOGY: SINGLE LOADS Collection Services Franchise Agreement with Recology San Mateo County Attachment E-1 City of Burlingame Contamination Measurement Methodology Page 2 of 14 Commercial Organic Materials. Because of the variability typically found in loads of Commercial Organic Materials, approximately fifteen (15) samples of two hundred (200) pounds are required for sampling to achieve the specified level of accuracy. The recommended numbers of samples are based on the following factors: 1) An analysis of the composition variability among samples that were sorted during waste characterization studies of similar waste streams and programs in other West Coast communities. 2) An agreement on the acceptable level of accuracy. Table 1 indicates the statistical confidence intervals (error ranges) at the ninety percent (90%) confidence level that are expected to result from characterizing five (5) samples per load, or fifteen (15) samples per load in the case of Commercial Plant Materials. Table 1: Samples per Load and Results Material stream Estimated sample weight Number of samples Expected statistical error range Commercial Source- Separated and Targeted Recyclable Materials 150 lbs. 5 4% Commercial Organic Materials 200 lbs. 15 7% Commercial Plant Materials 150 lbs. 5 1% Single-Family Targeted Recyclable Materials 150 lbs. 5 2% Single-Family Organic Materials-150 lbs. 5 1% The error ranges shown above shall be interpreted as follows. When the calculation method described below provides the Measured Contamination Level of a load, the estimate will be expressed in terms of percent by weight of the entire load. The error range around the estimate reflects a percent by weight of the entire load. Thus, if the Measured Contamination Level for a given material stream is five percent (5%), plus or minus one percent (1%), then ninety percent (90%) confidence that the Contamination is between four percent (4%) and six percent (6%) of the entire load is achieved. The Parties agree that the actual Measured Contamination Level will be the sole determinant of the percentage of Contamination in a load, and of Contractor’s compliance with the maximum contamination levels. It is expected that a two (2) person crew can obtain, sort, and weigh five (5) samples in a five (5) to seven (7) hour period. 4. Test procedures Test procedures are broken down in to the following steps, which shall be used by SBWMA, or a third party designated by the SBWMA. x Safety training and staff coordination ATTACHMENT E-1CONTAMINATION MEASUREMENT METHODOLOGY: SINGLE LOADS Collection Services Franchise Agreement with Recology San Mateo County Attachment E-1 City of Burlingame Contamination Measurement Methodology Page 3 of 14 x Sampling and sorting area designation x Sample selection x Sample sorting x Sample disposal x Data management Contractor or its representative shall have the right to be present at, observe, and photograph and video all aspects of the sampling process, including without limitation each of the steps listed above or described below. Contractor shall not be responsible for any of the costs incurred in implementing the sampling process and procedures described in this Attachment E-1, other than costs incurred by Contractor in exercising its observation rights set forth in the preceding paragraph. These steps are described in more detail following the definitions of roles. Each step is the responsibility of a specific person or group of people as follows: x sampling crew manager—responsible for selecting samples, working with Operator and the sampling crew, quality control, and compliance with Facility regulations. x sampling crew—responsible for sorting samples. x facility manager—responsible for coordinating with the sampling crew manager. x tipping floor staff—responsible for identifying loads potentially contaminated beyond the acceptable threshold, creating a designated sampling and sorting area, and ensuring segregation of selected loads in that area. x loader operator(s)—responsible for segregating the selected load from other loads in the designated sampling and sorting area. Safety training and staff coordination When the sampling crew manager and the sampling crew arrive at the Designated Transfer and Processing Facility they will participate in any required safety training and put on all required personal protective equipment (see the equipment list shown in Appendix 3). The sampling crew manager will also walk through the process of extracting samples from the designated load with both the loader operator(s)and the tipping floor staff. Sampling and sorting area designation With the input of the tipping floor staff and the loader operator(s), the sampling crew manager and sampling crew will set up in the designated sampling and sorting area near the tipping floor. The sorting area should be in a location near the load to be sampled and from which the loader can safely remove samples after sorting. Sample selection Five (5) cells will be randomly selected for sampling using a random number generator for all material streams except commercial organics. Fifteen (15) cells will be selected for the commercial organics material stream. ATTACHMENT E-1CONTAMINATION MEASUREMENT METHODOLOGY: SINGLE LOADS Collection Services Franchise Agreement with Recology San Mateo County Attachment E-1 City of Burlingame Contamination Measurement Methodology Page 4 of 14 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 has extracted the material in the selected cell, the sampling crew manager will guide the loader to a designated tarp. Using visual cues the sampling crew manager will ensure the loader operator(s) deposits the proper quantity of material on the tarp. A shovel may be used to add material from the bottom of the cell to ensure the sample includes some heavy and small material that the loader bucket cannot collect. Pulling the tarp is a basic test used to estimate sample weight.1 If it is determined that a sample is too heavy it may be lightened by removing vertical slices from the sample. If it is determined that a sample is too light it may be increased by removing or 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. Samples can be queued and stored on tarps until sorted but samples must be prevented from mixing with each other and with other material on the tipping floor. 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 placard is marked with a unique sample identification number and additional information (such as the date) used to identify loads in photographs and correlate load net weights with sample details. Each placard will be coded according to its corresponding materials stream. (e.g., ’RSS- 1’ indicates the first load of Residential single-stream recycling). Each load will be photographed individually with the sample placard visible and legible. Figure 1: Sixteen (16) cell grid 10 1 9 2 3 11 5 13 7 154 6 8 10 1 9 2 3 11 5 13 7 154 6 8 Note: Cells 12, 14 and 16 are below cells 4, 6 and 8, respectively. 1 Samples of Commercial Source-Separated and Targeted Recyclable Materials, Single-Family Targeted Recyclable Materials, and Commercial Plant Materials shall weigh between one hundred and twenty five (125) pounds and one hundred and seventy five (175) pounds. Samples of Commercial Organic Materials and Single-Family Organic Materials shall weigh between one hundred and seventy five (175) pounds and two hundred and twenty five (225) pounds. ATTACHMENT E-1CONTAMINATION MEASUREMENT METHODOLOGY: SINGLE LOADS Collection Services Franchise Agreement with Recology San Mateo County Attachment E-1 City of Burlingame Contamination Measurement Methodology Page 5 of 14 Sample sorting The sample identification number, as designated by the placard, will be recorded on the tally form (see Appendix 2 for an example of this form.) The sample will be moved into the designated sorting area. Next, the sampling crew will sort the Contamination materials, as defined in Appendix 1, out of the load and into sort containers. The sampling crew will then weigh the Contamination materials while the sampling crew manager records the weights on the tally form. The remainder of the load–all acceptable items–will be put 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. At the end of each sampling day the sampling crew will comply with any tipping floor staff directions regarding cleaning the designated sampling and sorting area and storing sampling and sorting supplies. Sample disposal After the weight of all material in each sample is recorded on the tally sheet, the sampling crew will move the sorted material to a location where it is safe and convenient for the loader to remove. Data management At the end of each sampling day, 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. To ensure the tally forms are not lost before inputting the data into an electronic form, copies shall be made of all completed forms and copies will be kept in a place separate from the originals. One copy of the forms will be mailed or hand delivered to the person inputting the data into an electronic form. The appendices cover calculations, data collection forms, and an equipment list for this study. 5. Sorting categories All loads identified for sorting shall be sorted and weighed into the following two (2) categories: 1) Contamination 2) Targeted Recyclable Materials, Source-Separated Targeted Recycable Materials, Organic Materials, or Plant Materials 6. Calculations Estimates of Contamination and Targeted Recyclable Materials, Source-Separated Targeted Recyclable Materials, Organic Materials, or Plant Materials will be calculated using a method that gives equal weighting or “importance” to each sample within a given stream. Confidence intervals (error ranges) will be calculated based on assumptions of normality in the composition estimates. In the descriptions of calculation methods, the following variables will be used: x i denotes an individual sample. ATTACHMENT E-1CONTAMINATION MEASUREMENT METHODOLOGY: SINGLE LOADS Collection Services Franchise Agreement with Recology San Mateo County Attachment E-1 City of Burlingame Contamination Measurement Methodology Page 6 of 14 x j denotes the material type. x cj is the weight of the material type j in a sample. x w is the weight of an entire sample. x rj is the composition estimate for material j (r stands for ratio). x a denotes a region of the state (a stands for area). x s denotes a particular sector or subsector of the waste stream. x n denotes the number of samples in the particular group that is being analyzed at that step. Estimating the Composition The following method will be used to estimate the composition of waste belonging to the Commercial Source-Separated and Targeted Recyclable Materials, Commercial Organic Materials, Commercial Plant Materials, Single-Family Targeted Recyclable Materials, and Single-Family Organic Materials streams. For a given stream, the composition estimate denoted by rj represents the ratio of the component’s weight to the total weight of all the samples in the stream. This estimate will be derived by summing each component’s weight across all of the selected samples belonging to a given stream and dividing by the sum of the total weight of waste for all of the samples in that stream, as shown in the following equation: r c wj ij i i i ¦ ¦(1) where: x c = weight of particular component x w = sum of all component weights x for i = 1 to n, where n = number of selected samples x for j = 1 to m, where m = number of components ATTACHMENT E-1CONTAMINATION MEASUREMENT METHODOLOGY: SINGLE LOADS Collection Services Franchise Agreement with Recology San Mateo County Attachment E-1 City of Burlingame Contamination Measurement Methodology Page 7 of 14 For example, the following simplified scenario involves three samples. For the purposes of this example, only the weights of the component carpet are shown. Sample 1 Sample 2 Sample 3 Weight (c) of carpet 534 Total Sample Weight (w)80 70 90 05.0907080 435   ¦Carpetr To find the composition estimate for the component carpet, the weights for that material are added for all selected samples and divided by the total sample weights of those samples. The resulting composition is 0.05, or five percent (5%). In other words, five percent (5%) of the sampled material, by weight, is carpet. This finding is then projected onto the stratum being examined in this step of the analysis. ATTACHMENT E-1CONTAMINATION MEASUREMENT METHODOLOGY: SINGLE LOADS Collection Services Franchise Agreement with Recology San Mateo County Attachment E-1 City of Burlingame Contamination Measurement Methodology Page 8 of 14 The confidence interval for this estimate will be derived in two (2) steps. First, the variance around the estimate will be calculated, accounting for the fact that the ratio included two (2) random variables (the component and total sample weights). The variance of the ratio estimator equation follows: ¸¸¸ ¹ · ¨¨¨ © §   ¸¹ ·¨© §¸¹ ·¨© §| ¦ 1 11)Var( 2 2 n wrc wnr i ijij j (2) where: w w n i i ¦(3) (For more information regarding Equation 2, please refer to Sampling Techniques, 3rd Edition by William G. Cochran [John Wiley & Sons, Inc., 1977].) Second, precision levels at the 90 percent (90%) confidence level will be calculated for a component’s mean as follows: )Var(jjrzrr (4) where z = the value of the z-statistic (1.645) corresponding to a 90 percent (90%) confidence level. ATTACHMENT E-1CONTAMINATION MEASUREMENT METHODOLOGY: SINGLE LOADS Collection Services Franchise Agreement with Recology San Mateo County Attachment E-1 City of Burlingame Contamination Measurement Methodology Page 9 of 14 Appendix 1: Methodology checklist Roles and responsibilities x sampling crew manager—responsible for selecting samples, working with Facility staff and the sampling crew, quality control, and compliance with Facility regulations. x sampling crew—responsible for sorting samples. x facility manager—responsible for coordinating with the sampling crew manager, SBWMA, and drivers. x tipping floor staff—responsible for identifying loads potentially contaminated beyond the acceptable threshold, creating a designated sampling and sorting area, and ensuring segregation of selected loads in that area. x loader operator(s)—responsible for segregating the selected load from other loads in the designated sampling and sorting area. Advanced preparation Project manager: Contact facility manager Ask facility manager to update the following employees with the sampling plan: Loader operator(s) Tipping floor staff Request safety expectations Schedule safety training Ask if there are any circumstances that may affect the study (i.e., weather, animals, site construction, etc.) Obtain safety gear (Appendix 3) Check safety gear Obtain sorting equipment (Appendix 3) Check sorting equipment Print tally sheets (Appendix 2) Print on "Rite in the Rain" all-weather paper Sampling crew and sampling crew manager Review material list Review data collection forms Review unique site requirements Arrival at Facility Sampling crew: Arrive at Facility ahead of schedule Participate in any required safety training Don safety gear Sampling crew manager: Arrive at Facility ahead of schedule Reviews logistics and expectations with MRF manager Participate in any required safety training Don safety gear ATTACHMENT E-1CONTAMINATION MEASUREMENT METHODOLOGY: SINGLE LOADS Collection Services Franchise Agreement with Recology San Mateo County Attachment E-1 City of Burlingame Contamination Measurement Methodology Page 10 of 14 Tipping floor coordination Sampling crew manager: Designate a designated sampling/sorting area on each tipping floor (2) with input from tipping floor staff and loader operator(s), meeting the following criteria: Loader operator(s)can visually communicate with sampling crew Loader operator(s)can safely remove sorted loads Approximately twenty (20) feet by twenty (20) feet Explain and walkthrough the sampling process with both the tipping floor staff and the loader operator(s) Explain that samples must be dumped in a clean area, separate from other loads (called a designated dumping area) Explain that the sampling crew manager is responsible for identifying the portion of the load that the loader operator(s)will sample Explain the appropriate samples size. Samples of Commercial Source-Separated and Targeted Recyclable Materials, Single-Family Targeted Recyclable Materials, and Commercial Plant Materials shall weigh between one hundred and twenty five (125) pounds and one hundred and seventy five (175) pounds. Samples of Commercial Organic Materials and Single-Family Organic Materials shall weigh between one hundred and seventy five (175) pounds and two hundred and twenty five (225) pounds. Explain that the sampling crew manager will be responsible for guiding the loader operator(s)to the appropriate tarpaulin Sampling crew: Set up designated sampling sorting area Sorting table Baskets Digital scale(s) Sample collection Tipping floor staff: Sampling crew manager: Direct loader operator(s)to pre-selected sampling cell Direct loader operator(s)to designated tarpaulin Signal loader operator(s)with tipping instructions Pull tarp to test for appropriate sample weight Place placard in the load Photograph load Placard should be visible and legible Wrap and segregate load until ready to sort Loader operator(s): Pinch/scoop sample, as directed by the sampling crew manager Tip sample on designated tarpaulin, as directed by the sampling crew manager Sampling crew: May assist sampling crew manager at any point Sample sorting ATTACHMENT E-1CONTAMINATION MEASUREMENT METHODOLOGY: SINGLE LOADS Collection Services Franchise Agreement with Recology San Mateo County Attachment E-1 City of Burlingame Contamination Measurement Methodology Page 11 of 14 Sampling crew: Move the sample into the designated sampling/sorting area Sort the sample Sort Contamination materials into designated baskets Assist the sampling crew manager with weighing the baskets Assist the sampling crew manager with weighing the remainder material Sampling crew manager: Record the sample ID onto the tally sheet Assist the sampling crew in moving the sample into the designated sampling/sorting area Sort the sample Sort all Contamination material into designated baskets Weigh baskets containing Contamination materials, and record weights on the tally sheet Ensure homogeneity of materials Weigh remainder material and record weights on the tally sheet Ensure all Contamination materials are removed Sample disposal Sampling crew manager and sampling crew: Dispose of all materials in a designated disposal area Loader operator(s): Remove disposed materials when it is safe and convenient Data management Sampling crew manager: Review all forms for accuracy and completeness Tally sheet(s) Project manager: Check all forms for accuracy and completeness Tally sheet(s) Copy all data forms Store copies separate from the originals Download pictures from camera Provide copies of data for electronic input Ensure data entry is checked for accuracy ATTACHMENT E-1CONTAMINATION MEASUREMENT METHODOLOGY: SINGLE LOADS Collection Services Franchise Agreement with Recology San Mateo County Attachment E-1 City of Burlingame Contamination Measurement Methodology Page 12 of 14 Appendix 2: Data collection forms Appendix consists of copies of each of the following two (2) data collection forms: x sampling placard x tally sheet Figure 2: Example Sampling Placard Date: ____________________ Jurisdiction: _______________ RSS - 1 Cell 13 ATTACHMENT E-1CONTAMINATION MEASUREMENT METHODOLOGY: SINGLE LOADS Collection Services Franchise Agreement with Recology San Mateo County Attachment E-1 City of Burlingame Contamination Measurement Methodology Page 13 of 14 Figure 3: Example Tally Sheet DATE: SAMPLE ID: Container 1 Container 2 Container 3 SAMPLING POPULATION: SAMPLE WEIGHT: Container 4 Container 5 Container 6 TIME: TRUCK NO.: Container 7 Container 8 Container 9 LOAD NO.: CELL NO.: Container 10 Container 1 Container 2 Container 3 NOTES: Container 4 Container 5 Container 6 Container 7 Container 8 Container 9 Container 10ACCEPTABLE CONTAMINANTS South Bayside Waste Management Authority: Contamination Sampling ATTACHMENT E-1CONTAMINATION MEASUREMENT METHODOLOGY: SINGLE LOADS Collection Services Franchise Agreement with Recology San Mateo County Attachment E-1 City of Burlingame Contamination Measurement Methodology Page 14 of 14 Appendix 3: Equipment List Appendix 3 provides a list of equipment necessary for all sampling and sorting activities. Extra safety equipment should be available to ensure the safety of observers or others at the sorting site. Sorting equipment: x Approximately twenty (20) identical sorting containers (e.g. laundry baskets or five (5) gallon buckets) x square point shovels x rakes x push brooms x digital scale, battery powered (weigh up to two hundred (200) pounds, accurate to one-tenth (1/10) of a pound) x fifteen (15) to twenty (20) ten (10) foot by twelve (12) foot or similar size tarps x clipboards x data collection forms printed on Rite in the Rain paper x permanent markers x mechanical pencils x tape measures x utility knives, scissors x duct tape x ten (10) to fifteen (15) Carts x ten (10) to fifteen (15) plastic receptacles x four (4) metal eight (8) foot by twelve (12) foot tables x one (1) metal work desk with drawer x erasable placards and markers x digital camera with extra flash card x moisture probe x six (6) special pallets with solid tops x three (3) six cubic yard Bins x three (3) three cubic yard Bins Safety equipment: x dust masks (N-95 or better) x safety glasses x hearing protection x steel-toed work boots x puncture resistant gloves x glove liners (latex or nitrile) x leather work gloves x reflective safety vests (Brite Lime) x hard hats x safety/medical kit x fire extinguisher x disinfecting soap, paper towels, antiseptic towels x water x rubber aprons or Tyvek protective garments ATTACHMENT F FAITHFUL PERFORMANCE BOND Collection Services Franchise Agreement with Recology San Mateo County Attachment F City of Burlingame Faithful Performance Bond Page 1 of 2 KNOW ALL PERSONS BY THESE PRESENTS, that RECOLOGY SAN MATEO COUNTY, hereinafter called the PRINCIPAL, and _________________________________________________, a corporation duly organized under the laws of the State of California, having its principal place of business at , in the State of California, and authorized to do business as an admitted surety insurer in the State of California, regulated by the California Insurance Commissioner and with a financial condition and record of service satisfactory to the City of Burlingame, hereinafter called the SURETY, are held and firmly bound to the City of Burlingame, a municipal corporation in the State of California, hereinafter called the OBLIGEE, in the sum of ______________ Dollars ($XXXXXX.00) {Insert Member Agency-specific bond amount determined pursuant to Section 13.03} lawful money of the United States, for the payment of which, well and truly to be made, we bind ourselves, our heirs, executors, administrators and successors, jointly and severally, firmly by these presents. THE CONDITION OF THIS OBLIGATION IS SUCH THAT: WHEREAS, the PRINCIPAL has entered into a Contract with the OBLIGEE for Recyclable Materials, Organic Materials, and Solid Waste Collection Services ("Contract") and said PRINCIPAL is required under the terms of said Contract to furnish a bond of faithful performance of said Contract. NOW, THEREFORE, if the PRINCIPAL shall well and truly perform and fulfill all of the undertakings, covenants, terms and agreements of said Contract, and any modification thereto made as therein provided, at the time and in the manner therein specified, then this obligation shall become null and void, otherwise it shall be and remain in full force and virtue. The SURETY, for value received, hereby agrees that no change, extension of time, alteration or addition to the terms of the Contract or to the work to be performed thereunder, or the specifications incorporated therein shall impair or affect its obligations on this bond, and it hereby waives notice of any such change, extension of time, alteration or addition to the terms of the Contract or to the work or to the specifications. PROVIDED, however, that the SURETY shall not be liable (1) as respects to any obligations related to said Contract occurring after two (2) years from the date of this Bond, unless this Bond is extended, or (2) with respect to PRINCIPAL'S obligation to procure a replacement performance bond, as provided for in Section 13.03 of the Contract. This Bond may be extended beyond ______________, 2021 in the sole discretion of the SURETY by means of a continuation certificate in form and substance satisfactory to OBLIGEE signed at least ninety (90) days prior to _______________, 2021. In the event suit is brought upon this Bond by the OBLIGEE and the OBLIGEE is the prevailing party, the SURETY shall pay, in addition to the sums set forth above, all costs incurred by the OBLIGEE in such suit, including reasonable attorneys' fees to be fixed by the court. ATTACHMENT F FAITHFUL PERFORMANCE BOND Collection Services Franchise Agreement with Recology San Mateo County Attachment F City of Burlingame Faithful Performance Bond Page 2 of 2 IN WITNESS WHEREOF, the Principal and Surety have executed this instrument as of this ____ day of _____________, 20__. RECOLOGY SAN MATEO COUNTY (PRINCIPAL) By: Mark R. Lomele Executive Vice President & CFO (SURETY) By: Attorney-In-Fact Name: * * * Note: To be considered complete, both the principal and surety must sign this performance bond. In addition, the surety's signature must be acknowledged by a notary public and a copy of the surety's power of attorney must be attached. ATTACHMENT G GUARANTY Collection Services Franchise Agreement with Recology San Mateo County Attachment G City of Burlingame Guaranty Page 1 of 4 THIS GUARANTY (the "Guaranty") is given as of the ____ day of ________, 2017, {insert Effective Date of Agreement} by RECOLOGY INC. ("Guarantor"), to the ___________ City of Burlingame, a public agency ("Agency"). THIS GUARANTY is made with reference to the following facts and circumstances: A. Recology San Mateo County (“Contractor”) is a corporation organized under the laws of the State of California, all of the issued and outstanding stock of which is owned by Guarantor. B. Guarantor is a corporation organized under the laws of the State of California. C. Contractor and Agency have negotiated an Amended and Restated Agreement for Solid Waste, Recyclable Materials, and Organic Materials Collection (“Agreement”), under which Contractor is to provide specified services to Agency. A copy of this Agreement is attached hereto and incorporated herein by this reference. D. It is a requirement of the Agreement, and a condition to Agency's entering into the Agreement, that Guarantor guaranty Contractor's performance of the Agreement. E. Guarantor is providing this Guaranty to induce Agency to enter into the Agreement. NOW, THEREFORE, in consideration of the foregoing, Guarantor agrees as follows: 1. Guaranty of the Agreement. Guarantor hereby irrevocably and unconditionally guarantees to Agency the complete and timely performance, satisfaction and observation by Contractor of each and every term and condition of the Agreement which Contractor is required to perform, satisfy or observe. In the event that Contractor fails to perform, satisfy or observe any of the terms or conditions of the Agreement, Guarantor will promptly and fully perform, satisfy or observe them in the place of the Contractor. Guarantor hereby guarantees prompt payment to Agency of each and every sum due from Contractor to Agency under the Agreement, as and when due from time to time, and the prompt performance of every other task and duty to be performed by the Contractor under the Agreement. 2. Guarantor’s Obligations Are Absolute. The obligations of the Guarantor hereunder are direct, immediate, absolute, continuing, unconditional and unlimited and, with respect to any payment obligation of Contractor under the Agreement, shall constitute a guarantee of payment and not of collection, and are not conditional upon the genuineness, validity, regularity or enforceability of the Agreement. 3. Waivers and Subordination. The Guarantor shall have no right to terminate this Guaranty or to be released, relieved, exonerated or discharged from its obligations under it for any reason whatsoever, including, without limitation: (1) the insolvency, bankruptcy, reorganization or cessation of existence of the Contractor; (2) any amendment, modification or waiver of any provision of the Agreement or the extension of its Term; (3) the actual or purported rejection of the Agreement by a trustee in bankruptcy, or any limitation on any claim in bankruptcy resulting from the actual or purported termination of the Agreement; (4) any waiver, extension, release or modification with respect to any of the obligations of the Agreement guaranteed hereunder or the impairment or suspension of any of Agency's rights or remedies ATTACHMENT G GUARANTY Collection Services Franchise Agreement with Recology San Mateo County Attachment G City of Burlingame Guaranty Page 2 of 4 against Contractor; or (5) any merger or consolidation of the Contractor with any other organization, or any sale, lease or transfer of any or all the assets of the Contractor. The Guarantor hereby waives any and all rights, benefits and defenses under California Civil Code Sections 2809, 2815, 2819, 2845, 2849 and 2850, and all other rights permitted to be waived by Section 2856(a) including, without limitation, the right to require Agency to (a) proceed against Contractor, (b) proceed against or exhaust any security or collateral Agency may hold now or hereafter hold, or (c) pursue any other right or remedy for Guarantor’s benefit, and agree that Agency may proceed against Guarantor for the obligations guaranteed herein without taking any action against Contractor or any other guarantor or pledgor and without proceeding against or exhausting any security or collateral Agency may hold now or hereafter hold. Agency may unqualifiedly exercise in its sole discretion any or all rights and remedies available to it against Contractor or any other guarantor or pledgor without impairing Agency's rights and remedies in enforcing this Guarantee. The Guarantor hereby waives and agrees to waive at any future time at the request of Agency, to the extent now or then permitted by applicable law, any and all rights which the Guarantor may have or which at any time hereafter may be conferred upon it, by statute, regulation or otherwise, to avoid any of its obligations under, or to terminate, cancel, quit or surrender this Guaranty. Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not affect the liability of the Guarantor hereunder: (a) at any time or from time to time, without notice to the Guarantor, the time for Contractor's performance of or compliance with any of its obligations under the Agreement is extended, or such performance or compliance is waived; (b) the Agreement is modified or amended in any respect; (c) any other indemnification with respect to Contractor's obligations under the Agreement or any security therefor is released or exchanged in whole or in part or otherwise dealt with; (d) any assignment of the Agreement is effected which does not require Agency's approval; or (e) any termination or suspension of the Agreement arising by reason of a default by Contractor. The Guarantor hereby expressly waives diligence, presentment, demand for payment or performance, protest and all notices whatsoever, including, but not limited to, notices of non- payment or non-performance, notices of protest, notices of any breach or default, and notices of acceptance of this Guaranty. If all or any portion of the obligations guaranteed hereunder are paid or performed, Guarantor’s obligations hereunder shall continue and remain in full force and effect in the event that all or any part of such payment or performance is avoided or recovered directly or indirectly from Agency as a preference, fraudulent transfer or otherwise, irrespective of (a) any notice of revocation given by Guarantor or Contractor prior to such avoidance or recovery, or (b) payment in full of any obligations then outstanding. The Guarantor expressly subordinates and waives its rights to subrogation, reimbursement, contribution or indemnity with respect to performance by Guarantor of the obligations of Contractor guaranteed hereby, until such time as Agency receives payment or performance in full of all such obligations. 4. Term. This Guaranty is not limited to any period of time, but shall continue in full force and effect until all of the terms and conditions of the Agreement have been fully performed by Contractor, and Guarantor shall remain fully responsible under this Guaranty without regard to the acceptance by Agency of any performance bond or other collateral to assure the performance of Contractor's obligations under the Agreement. Guarantor shall not be released of its obligations hereunder so long as there is any claim by Agency against Contractor arising ATTACHMENT G GUARANTY Collection Services Franchise Agreement with Recology San Mateo County Attachment G City of Burlingame Guaranty Page 3 of 4 out of the Agreement based on Contractor's failure to perform which has not been settled or discharged. 5. No Waivers by Agency. No delay on the part of Agency in exercising any rights under this Guaranty or failure to exercise such rights shall operate as a waiver of such rights. No notice to or demand on Guarantor shall be a waiver of any obligation of Guarantor or right of Agency to take other or further action without notice or demand. No modification or waiver by Agency of any of the provisions of this Guaranty shall be effective unless it is in writing and signed by Agency and by Guarantor, nor shall any waiver by Agency be effective except in the specific instance or matter for which it is given. 6. Attorney's Fees. In addition to the amounts guaranteed under this Guaranty, Guarantor agrees to pay actual attorney's fees and all other costs and expenses incurred by Agency in enforcing this Guaranty, or in any action or proceeding arising out of or relating to this Guaranty, including any action instituted to determine the respective rights and obligations of the parties hereunder. 7. Governing Law; Jurisdiction. This Guaranty is and shall be deemed to be a contract entered into in and pursuant to the laws of the State of California and shall be governed and construed in accordance with the laws of California without regard to its conflicts of laws rules for all purposes, including, but not limited to, matters of construction, validity and performance. Guarantor agrees that any action brought by Agency to enforce this Guaranty may be brought in any court of the State of California and Guarantor consents to personal jurisdiction over it by such courts. Guarantor appoints the following person as its agent for service of process in California: Michael J. Sangiacomo Recology Inc. 50 California Street, 24th Floor San Francisco, CA 94111 8. Severability. If any portion of this Guaranty is held to be invalid or unenforceable, such invalidity shall have no effect upon the remaining portions of this Guaranty, which shall be severable and continue in full force and effect. 9. Binding on Successors. This Guaranty shall inure to the benefit of Agency and its successors and shall be binding upon Guarantor and its successors, including a successor entity formed by a merger or consolidation, a transferee of substantially all of its assets, and its shareholders in the event of its dissolution or insolvency. 10. Authority. Guarantor represents and warrants that it has the corporate power to give this guaranty, that its execution of this Guaranty has been authorized by all necessary action under its Articles of Incorporation and by-laws, and that the person signing this Guaranty on its behalf has authority to do so. 11. Notices. Notice shall be given in writing, deposited in the U.S. mail, registered or certified, first class postage prepaid, addressed as follows: ATTACHMENT G GUARANTY Collection Services Franchise Agreement with Recology San Mateo County Attachment G City of Burlingame Guaranty Page 4 of 4 To Agency: City of Burlingame 501 Primrose Rd. Burlingame, CA 94010 ATTN: City Clerk With a copy to Agency’s Attorney at the same address. To Guarantor: Recology Inc. 50 California Street, 24th Floor San Francisco, CA 94111 Attention: Legal Department The parties may change the address to which notice is to be sent by giving the other party notice of the change as provided in this Section. IN WITNESS WHEREOF, Guarantor has executed this Guaranty on the day and year first above written. RECOLOGY INC. By: Michael J. Sangiacomo President and Chief Executive Officer By: Cary Chen Corporate Secretary ATTACHMENT H DELINQUENT PAYMENT POLICY Franchise Agreement for Collection Services with Recology San Mateo County Attachment H City of Burlingame Delinquent Payment Policy Page 1 of 1 Delinquent Payment Single-Family Residential Customers will be considered delinquent sixty (60) Days after start of the quarter in which Collection services are provided by Contractor and Multi-Family Dwelling and Commercial Customers will be considered delinquent thirty (30) Days after payment is due to Contractor. Contractor may assess a late fee, at a Rate not to exceed twenty-five percent (25%) of the unpaid balance of Single-Family Residential Customers Bills, and at a Rate not to exceed ten percent (10%) of the balance for Multi-Family Residential and Commercial Customers, monthly if payment is not received by Contractor within thirty (30) Days after the account becomes delinquent. Contractor must provide all delinquent Accounts with written notice of its intent to assess late fees at least fifteen (15) Days prior to such assessment. Contractor may discontinue service to any Account, if payment is not received by Contractor within thirty (30) Days after the Account becomes delinquent. Contractor must provide all delinquent Accounts with written notice of its intent to discontinue service at least thirty (30) Days prior to such discontinuance. Agency shall allow Contractor to collect a premium fee to initiate service at a discontinued service Account, in an amount not to exceed the base monthly Rate for the existing service level for Residential, Multi-Family Residential and Commercial Customers. ATTACHMENT I PERFORMANCE INCENTIVES AND DISINCENTIVES Franchise Agreement for Collection Services with Recology San Mateo County Attachment I City of Burlingame Performance Incentives and Disincentives Page 1 of 7 Performance incentives (in the form of increased compensation to Contractor) will be awarded for excellent performance on aspects of Solid Waste diversion and Customer service as specified in this Attachment. Any performance incentive for achieving or surpassing the performance standards specified herein shall be added to Contractor’s Compensation during the Rate Year immediately following the calculation and award of the performance incentive. Performance disincentives will be assessed for substandard performance on aspects of Solid Waste diversion, Collection service delivery, and Customer service as specified in this Attachment. Any performance disincentives for performance falling below standards as specified herein shall be subtracted from Contractor’s Compensation during the Rate Year immediately following the calculation and assessment of the performance disincentive. 1. GENERAL Agency shall provide an incentive payment to Contractor for exceeding the following two (2) performance standards: x Overall Diversion Level x Average Speed of Answer Agency shall assess a disincentive payment to Contractor for not meeting the following five (5) performance standards: x Minimum Single-Family Diversion Level x Minimum Commercial Diversion Level x Commercial or Single-Family Missed Pick-Up Collection Events x Average Speed of Answer x Ninety (90) Second Maximum Hold Time Table 1 provides a summary of the incentives and disincentives, which is described in detail in Sections 2 through 5 of this Attachment. Section 6 of this Attachment describes the incentive and disincentive payment procedures. {Remainder of page intentionally blank} ATTACHMENT I PERFORMANCE INCENTIVES AND DISINCENTIVES Franchise Agreement for Collection Services with Recology San Mateo County Attachment I City of Burlingame Performance Incentives and Disincentives Page 2 of 7 Summary of Incentives/Disincentives TABLE 1 Performance Incentive and Disincentive Disincentive Payment Threshold Incentive Payment Threshold Performance Incentive/Disincentive Payment Amount Annual Diversion Level Overall Diversion Level Not applicable Level > Average level for the prior five (5) Rate Years as further described in Section 2 of this Attachment Incentive payment = $70.00 per Ton Minimum Single-Family Diversion Level Level < Average level for the prior five (5) Rate Years as further described in Section 2 of this Attachment Not applicable Disincentive payment = $70.00 per Ton Minimum Commercial Diversion Level Level < Average level for the prior five (5) Rate Years as further described in Section 2 of this Attachment Not applicable Disincentive payment = $70.00 per Ton Commercial or Single-Family Missed Pick-Up Collection Events Actual > 0 Not applicable Disincentive payment = $50.00 per Missed Pick-Up Collection Event Average Speed of Answer Actual > 30 seconds Actual < 15 seconds Incentive or disincentive payment = $500 per second above or below the threshold Ninety (90) Second Maximum Hold Time Actual < 100% of all calls received are answered in ninety (90) seconds or less Not applicable Disincentive payment = $5.00 per number of calls exceeding the threshold 2. DIVERSION LEVELS Definition of Calculated Diversion Level The Single-Family, Commercial, and Overall Diversion Levels achieved shall be calculated based on the methodology shown in the following example: TABLE 2 ATTACHMENT I PERFORMANCE INCENTIVES AND DISINCENTIVES Franchise Agreement for Collection Services with Recology San Mateo County Attachment I City of Burlingame Performance Incentives and Disincentives Page 3 of 7 Service Sector Material Type Annual Tons Collected Calculated Diversion Level Single-Family Targeted Recyclable Materials 35,000 Other Recyclable Materials 3,000 Organic Materials 51,000 Total Materials for Diversion 89,000 Solid Waste 80,000 Total Materials Collected 169,000 Calculated Single-Family Diversion Level 52.7% Multi-Family Targeted Recyclable Materials 8,000 Other Recyclable Materials 1,000 Organic Materials 6,000 Plant Materials 1,000 Total Materials for Diversion 16,000 Solid Waste 30,000 Total Materials Collected 46,000 Calculated Diversion Level 34.8% Commercial Targeted Recyclable Materials 28,000 Other Recyclable Materials 2,000 Organic Materials 13,000 Plant Materials 5,000 Total Materials for Diversion 48,000 Solid Waste 147,000 Total Materials Collected 195,000 Calculated Diversion Level 24.6% Agency Facilities Targeted Recyclable Materials 2,000 Other Recyclable Materials 500 Organic Materials 500 Plant Materials 200 Total Materials for Diversion 3,200 Solid Waste 9,000 Total Materials Collected 12,200 Calculated Diversion Level 26.2% Commercial (includes Multi-Family, Commercial, and Agency Facilities) Targeted Recyclable Materials 38,000 Other Recyclable Materials 3,500 Organic Materials 19,500 Plant Materials 6,200 Total Materials for Diversion 67,200 Solid Waste 186,000 Total Materials Collected 253,200 Calculated Commercial Diversion Level 26.5% Overall (includes Single-Family, Multi-Family, Commercial, and Agency Facilities) Targeted Recyclable Materials 73,000 Other Recyclable Materials 6,500 Organic Materials 70,500 Plant Materials 6,200 Total Materials for Diversion 156,200 Solid Waste 266,000 Total Materials Collected 422,200 Calculated Overall Diversion Level 37.0% ATTACHMENT I PERFORMANCE INCENTIVES AND DISINCENTIVES Franchise Agreement for Collection Services with Recology San Mateo County Attachment I City of Burlingame Performance Incentives and Disincentives Page 4 of 7 Exceptional Diversion Level Performance Contractor shall receive an incentive payment if the calculated Overall Diversion Level achieved by Contractor in any given Rate Year exceeds the arithmetic average of the calculated Overall Diversion Levels for the five (5) Rate Years prior to the Rate Year under consideration. The incentive payment for Rate Year Eleven (2021) shall equal seventy dollars ($70.00) per Ton for each Ton over that threshold. In subsequent Rate Years, the per-Ton incentive payment amount shall be adjusted by the Annual Index Change in the CPI-U, which is described in Attachment K. For example, when assessing the potential for an incentive payment for completed Rate Year Sixteen, the Rate Year Sixteen Overall Diversion Level shall be compared to the average of the calculated Overall Diversion Level for Rate Years Eleven, Twelve, Thirteen, Fourteen, and Fifteen. Continuing the example, if the calculated Overall Diversion Levels for Rate Years Eleven through Fifteen were 36.5%, 36.7%, 36.8%, 36.9% and 37.1%, respectively, then the arithmetic average over such five (5) Rate Year period would be 36.8%. This is the threshold that Contractor would need to exceed in Rate Year Sixteen to earn an incentive payment. If in Rate Year Sixteen the Contractor Collected the Tonnages set forth in Table 2 above, then the amount of the performance incentive would be calculated as follows: Total Tons of material actually Collected: 422,200 Tons of Recyclable Material* required to be Collected to meet threshold: 155,370 (= 422,200 x 0.368) Tons of Recyclable Material* actually Collected: 156,200 Amount by which Contractor exceeded threshold: 830 (= 156,200 – 155,370) Incentive payment: $58,100 (= 830 x $70.00)** *For purposes of this calculation, Recyclable Materials Collected shall include the sum of Targeted Recyclable Materials, Other Recyclable Materials, and Organic Materials Collected, without adjusting for Contamination pursuant to the definition of “Overall Diversion Level” in Attachment A. **For simplicity purposes, $70 per Ton has been used in this calculation; however, it is the amount for Rate Year Eleven (2021). The amount for Rate Year Sixteen would equal $70 per Ton adjusted annually by the Annual Index Change in the CPI-U. Minimum Diversion Level Requirements Minimum Single-Family Diversion Level Contractor shall be assessed a Disincentive Payment if the calculated Single-Family Diversion Level in any given Rate Year is less than the arithmetic average of the calculated Single-Family Diversion Levels for the five (5) Rate Years prior to the Rate Year under consideration. The disincentive payment for Rate Year Eleven (2021) shall equal seventy dollars ($70.00) per Ton for each Ton under that arithmetic average). In subsequent Rate Years, the per-Ton incentive payment amount shall be adjusted by the Annual Index Change in the CPI-U, which is described in Attachment K. ATTACHMENT I PERFORMANCE INCENTIVES AND DISINCENTIVES Franchise Agreement for Collection Services with Recology San Mateo County Attachment I City of Burlingame Performance Incentives and Disincentives Page 5 of 7 Minimum Commercial Diversion Level Contractor shall be assessed a Disincentive Payment if the calculated Commercial Diversion Level in any given Rate Year is less than the arithmetic average of the calculated Commercial Diversion Levels for the five (5) Rate Years prior to the Rate Year under consideration. The disincentive payment for Rate Year Eleven (2021) shall equal seventy dollars ($70.00) per Ton for each Ton under that arithmetic average. In subsequent Rate Years, the per-Ton incentive payment amount shall be adjusted by the Annual Index Change in the CPI-U, which is described in Attachment K. 3.COMMERCIAL OR SINGLE-FAMILY MISSED PICK-UP COLLECTION EVENTS Contractor shall be assessed a disincentive payment for the actual number of Commercial or Single-Family Missed Pick-Up Collection Events for Agency that occur during each month. The disincentive payment for Rate Year Eleven (2021) shall equal fifty dollars ($50.00) per Commercial or Single-Family Missed Pick-Up Collection Event. In subsequent Rate Years, the disincentive payment amount shall be adjusted by the Annual Index Change in the CPI-U, which is described in Attachment K. Disincentive payments for Missed Pick-Up Collection Events will be based on the following example: Actual number of Commercial or Single-Family Missed Pick-Up Collection Events = 87 Allowable threshold of Commercial or Single-Family Missed Pick-Up Collection Events = 0 Example disincentive payment calculation: 87 x $50 = $4,350 4. AVERAGE SPEED OF ANSWER AT CUSTOMER SERVICE CENTER Exceptionally Fast Average Speed of Answer Contractor shall receive an incentive payment if the actual Average Speed of Answer is less than fifteen (15) seconds each month. The incentive payment for Rate Year Eleven (2021) shall equal five hundred dollars ($500.00) per second for each second below the Average Speed of Answer Standard. In subsequent Rate Years, the incentive payment amount shall be adjusted by the Annual Index Change in the CPI-U, which is described in Attachment K. The incentive payment shall be calculated based on the following example: Actual Average Speed of Answer = 14 seconds Average Speed of Answer Standard = 15 seconds Incentive payment is required if the Actual Average < 15 seconds Example incentive payment calculation: 15 – 14 = 1 second x $500.00 = $500.00 If the actual Average Speed of Answer is equal to or greater than fifteen (15) seconds each month, no incentive payment will be provided. Maximum Average Speed of Answer Contractor shall be assessed a disincentive payment if the Average Speed of Answer is greater than or equal to thirty (30) seconds each month. The disincentive payment for Rate Year Eleven (2021) shall equal five hundred dollars ($500.00) per second for each second greater than or equal to the Average Speed of Answer Standard. In subsequent ATTACHMENT I PERFORMANCE INCENTIVES AND DISINCENTIVES Franchise Agreement for Collection Services with Recology San Mateo County Attachment I City of Burlingame Performance Incentives and Disincentives Page 6 of 7 Rate Years, the disincentive payment amount shall be adjusted by the Annual Index Change in the CPI-U, which is described in Attachment K. If Contractor fails to achieve the maximum Average Speed of Answer, the Agency shall assess a disincentive payment based on the following example: Actual Average Speed of Answer= 47 seconds Average Speed of Answer Standard = 30 seconds Disincentive payment is required if the Actual Average > 30 seconds Example disincentive payment calculation: 47 - 30 = 17 seconds x $500.00 = $8,500 If the actual Average Speed of Answer is equal to or greater than fifteen (15) seconds and less than thirty (30) seconds each month, neither incentives or disincentives shall be applied. 5. NINETY SECOND (90) MAXIMUM HOLD TIME The maximum Hold Time shall be ninety (90) seconds. A disincentive payment shall apply if the percentage of calls exceeding this ninety (90) second threshold in a given quarter exceeds five percent (5%) of the calls received in that quarter. Quarters shall be calendar quarters (e.g., the first quarter of the Rate Year includes January, February, and March). The disincentive payment for Rate Year Eleven (2021) shall equal five dollars ($5.00) per call above the ninety (90) second Hold Time in a given quarter that exceeds five percent (5%) of the calls received in that quarter. In subsequent Rate Years, the disincentive payment amount shall be adjusted by the Annual Index Change in the CPI-U, which is described in Attachment K. If Contractor fails to achieve this performance standard, the Agency shall assess a disincentive payment based on the following example: Total number of calls received in quarter = 19,380 5% of total number of calls received in quarter = 19,380 x 0.05 = 969 Actual number of calls in quarter exceeding 90 second Hold Time = 1,281 Number of calls exceeding 90 second Hold Time in excess of 5% threshold = 1,281 – 969 = 312 Example disincentive payment calculation: 312 x $5.00 = $1,560 6. INCENTIVE/DISINCENTIVE PAYMENT PROCEDURES A.Record Keeping.In accordance with Article 9, records shall be maintained by Contractor for Agency in a manner that adequately demonstrates and documents Contractor’s performance in accordance with this Agreement. The records shall be sufficient for Agency and SBWMA to determine Contractor’s compliance with the specified performance standards. B.Determination of Achievement of Performance Standards. In accordance with the requirements of Sections 9.06, 9.07, and 11.07.E, Contractor shall provide with its quarterly and annual reports, a report that identifies compliance with the performance standards listed in this Attachment and calculation of the performance incentive payments and disincentive assessments due. Performance incentives and disincentives for Overall Diversion Level, minimum Single-Family Diversion Level, minimum Commercial Diversion Level, Average Speed ATTACHMENT I PERFORMANCE INCENTIVES AND DISINCENTIVES Franchise Agreement for Collection Services with Recology San Mateo County Attachment I City of Burlingame Performance Incentives and Disincentives Page 7 of 7 of Answer, and ninety (90) second maximum Hold Time shall be calculated in aggregate for the SBWMA Service Area and Agency’s share shall be proportional based on the Tons of Solid Waste Collected in the previous Rate Year by Contractor. Performance disincentives for Single-Family Missed Pick-Up Collection Events shall be calculated separately for each Agency. The incentives and disincentives that will be calculated monthly include: x Commercial or Single-Family Missed Pick-Up Collection Events x Average Speed of Answer x Ninety (90) Second Maximum Hold Time The incentives and disincentives that will be calculated annually include: x Overall Diversion Level x Minimum Single Family Diversion x Minimum Commercial Diversion Level C.Amount.The incentive and disincentive payment amounts shall be determined in accordance with the formulas presented in Sections 2 through 5 of this Attachment I. Notwithstanding any other provision of this Agreement, except for Commercial or Single-Family Missed Pick-Up Collection Events, on an annual basis, the maximum disincentive payments by Contractor shall not exceed one hundred thousand dollars ($100,000) in total for all Member Agencies, and the maximum incentive payments to Contractor shall not exceed one hundred thousand dollars ($100,000) in total for all Member Agencies. D.Timing of Payment.Payments related to performance incentives and disincentives that are calculated monthly and annually are to be included in Contractor’s annual Application for adjustment to Contractor’s Compensation. Contractor’s Compensation for the next Rate Year will be increased or decreased by the net amount of performance incentive payments and disincentive assessments calculated. If performance incentive or disincentives payments are due for performance in the last two (2) Rate Years, the amount shall not be reflected in an adjustment to Contractor’s Compensation. Instead, payments shall be made directly by the Agency to the Contractor for incentive payments or directly by the Contractor to the Agency for disincentive payments. Such payments shall be made within thirty (30) days of the determination of the amount due. The SBWMA will review Contractor’s calculations of incentives and disincentive payments and underlying data for accuracy, will confer with Member Agencies to confirm data as to each Member Agency, and will meet with Contractor to resolve any errors or inconsistencies. E.Disputes by Contractor. Contractor may, within ten (10) calendar days after receiving the Agency’s or SBWMA’s written notice containing Agency’s or SBWMA’s revised determination of incentive and disincentive payments, provide written notice to Agency and SBWMA of any disagreement with Agency’s or SBWMA’s determination. Contractor may present evidence in writing to support its position. Agency and SBWMA shall review Contractor’s submission and within ten (10) calendar days shall schedule a meeting with Contractor to discuss Contractor’s concerns. The decision of Agency or SBWMA shall be final. Collection Services Franchise Agreement with Recology San Mateo County Attachment J City of Burlingame Liquidated Damages Page 1 of 10 ATTACHMENT J LIQUIDATED DAMAGES The following table lists the events that constitute breaches of the Agreement's standard of performance warranting the imposition of Liquidated Damages; the acceptable performance level; the definition of the Complaint, incident, or event; the method by which occurrences will principally be tracked (by Contractor or Agency), and the amount of Liquidated Damages for failure to meet the contractually-required standard of performance. Contractor is required to maintain records of Customer Complaints which show for each Complaint: date and time received; name, address and telephone number of caller; nature of Complaint (e.g., missed pick-up, excessive noise, property damage, etc.); name of employee receiving Complaint; action taken by Contractor to respond to Complaint; and date Complaint was resolved. Contractor shall submit to Agency with its quarterly report a Liquidated Damages report which summarizes the number of Complaints in each category and computes the amount (if any) of Liquidated Damages accrued by month during the preceding quarter. If Agency requests, Contractor shall also provide a printout of the full records for the quarter. The Liquidated Damage amounts specified in this Attachment are effective for Rate Year Eleven (2021). In subsequent Rate Years, the Liquidated Damage amounts shall be adjusted by the Annual Index Change in the CPI-U, which is described in Attachment K. {Remainder of page intentionally blank} Collection Services Franchise Agreement with Recology San Mateo CountyAttachment JCity of BurlingameLiquidated DamagesPage 2 of 10TABLE 1Event of Non-PerformanceAcceptable Performance LevelDefinition of Complaint, Incident, or EventTracking MethodLiquidated DamageAmountCOLLECTION QUALITY1. Collection Quality Complaint (includes Solid Waste, RecyclableMaterials andOrganic MaterialsCollection service)Number of “Collection quality Complaints” is less than or equal to thirty (30) per month for each of the following three categories (i.e., A, B and C) for the SBWMA Service Area. Table 2 provides the proportional distribution of the total monthly allowance to all Member Agencies.“Collection quality Complaints” shall include all Complaints received regarding events described under Items 1A through 1C herein.Contractor shall print a report on a monthly basis from its Customer service system listing the total number of Complaints coded for each category (Items 1A through 1C) for the Agency$150 per Complaint received above the acceptable performance levelA. Unauthorized Collection Hours(includes:Solid Waste, RecyclableMaterials andOrganicMaterialsCollectionservice)See above Each Complaint that Contractor has performed Collection services outside of hours authorized in Section 8.01.A.See above See aboveB. Inadequate Care of or Damage to Private Property See above Each Complaint that Contractor has not closed a Customer’s gate, has crossed planted areas, or has damaged private property (including damage of private vehicles) pursuant to Section 8.02.H.See above See above Collection Services Franchise Agreement with Recology San Mateo CountyAttachment JCity of BurlingameLiquidated DamagesPage 3 of 10TABLE 1Event of Non-PerformanceAcceptable Performance LevelDefinition of Complaint, Incident, or EventTracking MethodLiquidated DamageAmountC. Failure to Resolve Property Damage ClaimsSee above Each Complaint of Contractor’s failure to resolve claims of damage to property within thirty (30) calendar days of the date the Complaint of damage was reported pursuant to Section 8.02.H.See above See above2. Failure to Provide New Service or Initiate Change in ServiceNumber of “Failures to Provide New Service or Initiate Change in Service” is less than or equal to sixty (60) each month for the SBWMA Service Area. Table 2 provides the proportionaldistribution of the total monthly allowance to all Member Agencies.Each Complaint of Contractor’s failure to provide new service or change an existing service level within five (5) Business Days of receiving the request pursuant to Section 8.02.C.Contractor shall print a report on a monthly basis from its Customer service system listing the total number of Complaints coded to this category for the Agency.$100 per Complaint received above the acceptable performance level3. ImproperContainerPlacementComplaintsThe number of “Improper Container Placement Complaints” shall be less than or equal to 500 per month for the SBWMA Service Area. Table 2 provides the proportional distribution of the total monthly allowance to all Member Agencies.Each Complaint of Contractor’s failure to return empty Containers to original location (or alternate location if original location was not safe with regard to pedestrian and vehicular traffic), and each Complaint of failure to place Containers in an upright position with lids closed pursuant to Section 8.02.B.1, provided that Contractor shall not be responsible for placement of Containers that are moved due to wind, rain or other inclement weather conditions, third parties or other factors outside Contractor’s reasonable control.Contractor shall print a report on a monthly basis from its Customer service system listing the total number of Complaints coded to this category for the Agency.$50 per Complaintabove the acceptable performance level Collection Services Franchise Agreement with Recology San Mateo CountyAttachment JCity of BurlingameLiquidated DamagesPage 4 of 10TABLE 1Event of Non-PerformanceAcceptable Performance LevelDefinition of Complaint, Incident, or EventTracking MethodLiquidated DamageAmount4. Failure to Effectively Distribute Non-Collection NoticesThe number of non-collection notices that Contractor distributes is at least 50% of all Container set-outs that require a non-collection notice based on the presence of contamination.An event is a Container set-out that contains contamination but was not provided a non-collection notice.Contractor shall provide a report on a monthly basis that contains information on Contactor’s use of non-collection notices.$25 per event5. ExcessiveNoiseComplaintsThe number of “excessive noise Complaints” shall be less than or equal to sixty (60) per month for the SBWMA Service Area. Table 2 provides the proportional distribution of the total monthly allowance to all Member Agencies.Each Complaint of excessive noise reportedly related to Contractor’s Collection operations pursuant to Section8.02.J.Contractor shall print a report on a monthly basis from its Customer service system listing the total number of Complaints coded to this category for the Agency.$50 per Complaintabove the acceptable performance level6. Unacceptable Employee BehaviorNo incidents or Complaints in this category are acceptable; therefore, any Complaint of this nature shall be considered unacceptable.Each Complaint of reportedly discourteous, rude, or inappropriate behavior by Collection vehicle personnel, Customer service personnel, or other employees of Contractor pursuant to Section 8.06.J.Contractor shall print a report on a monthly basis from its Customer service system listing the total number of Complaints coded to this category for the Agency.$250 perComplaint Collection Services Franchise Agreement with Recology San Mateo CountyAttachment JCity of BurlingameLiquidated DamagesPage 5 of 10TABLE 1Event of Non-PerformanceAcceptable Performance LevelDefinition of Complaint, Incident, or EventTracking MethodLiquidated DamageAmount7. A. Complaints of Spills of Discarded MaterialsThe number of “Complaints of spills of Discarded Materials” shall be less than or equal to one-hundred and twenty (120) per month for the SBWMA Service Area. Table 2 provides the proportionaldistribution of the total monthly allowance to all Member Agencies.Each Complaint of litter, or spills of Solid Waste, Recyclable Materials, or Organic Materials near Containers or on public streets and Contractor’s failure to pick up or clean up such material immediately pursuant to Section 8.02.I.Contractor shall print a report on a monthly basis from its Customer service system listing the total number of Complaints coded to this category for the Agency.$50 per Complaintabove the acceptable performance levelB. Complaints of Failure to Clean Up Spills of Discarded MaterialsSee above Each Complaint of Contractor failing to clean up Solid Waste, Recyclable Materials, or Organic Materials that were littered on public property pursuant to Section 8.02.I.See above See above8. Spills of Vehicle FluidsNo incidents or Complaints in this category are acceptable; therefore, any Complaint of this nature shall be considered unacceptable.Each Complaint of unreasonable leaks or spills of hydraulic fluids, fuel, motor oil, and other motor vehicle fluids and liquids from the Collection vehicle on public streets pursuant to Section 8.02.I.Contractor shall print a report on a monthly basis from its Customer service system listing the total number of Complaints coded to this category for the Agency.$500 per Complaint Collection Services Franchise Agreement with Recology San Mateo CountyAttachment JCity of BurlingameLiquidated DamagesPage 6 of 10TABLE 1Event of Non-PerformanceAcceptable Performance LevelDefinition of Complaint, Incident, or EventTracking MethodLiquidated DamageAmount9. Untimely Scheduling of Bulky Item CollectionsNo incidents or Complaints in this category are acceptable; therefore, any Complaint of this nature shall be considered unacceptable.Each failure to schedule and perform a Bulky Item Collection within ten (10) Business Days of Customer’s request subject to exceptions described in Section 5.05.H of the Agreement.Contractor shall print a report on a monthly basis from its Customer service system listing the total number of Complaints coded to this category for the Agency; and, shall document all Bulky Item Collections including date of Customer’s request and actual date of service, and, upon request shall provide reports for the Agency’s review.$100 per incident Collection Services Franchise Agreement with Recology San Mateo CountyAttachment JCity of BurlingameLiquidated DamagesPage 7 of 10TABLE 1Event of Non-PerformanceAcceptable Performance LevelDefinition of Complaint, Incident, or EventTracking MethodLiquidated DamageAmount10. Abandoned Waste No incidents or Complaints in this category are acceptable; therefore, any Complaint of this nature shall be considered unacceptable.Each failure to Collect abandoned waste within one (1) Business Day after notice provided in accordance with Section 5.09.A, unless such failure resulted from the volume of requests exceeding the maximum of thirty (30) scheduled events per day set forth in Section 5.09.A..Contractor shall print a report on a monthly basis from its Customer service system listing the total number of Complaints coded to this category for the Agency; and, shall document all Abandoned Waste Collections including date of notice and actual date of service, and, upon request shall provide reports for the Agency’s review.$100 per incidentCustomer Service Quality1. Untimely Resolution of Complaints and InquiriesNo failures or Complaints in this category are acceptable; therefore, any Complaint of this nature shall be considered unacceptable.Each failure to resolve or remedy a Complaint or Inquiry within ten (10) Business Days of receipt of Complaint or Inquiry pursuant to Section 7.02.D, with the exception of missed pick-ups which are addressed in Attachment I or other service related events that haveLiquidated Damages associated with them.Contractor shall document all Complaints and Inquiries including the date of response pursuant to Section 7.02.D, and, upon request, shall provide detailed reports for the Agency’s review.$100 per incident Collection Services Franchise Agreement with Recology San Mateo CountyAttachment JCity of BurlingameLiquidated DamagesPage 8 of 10TABLE 1Event of Non-PerformanceAcceptable Performance LevelDefinition of Complaint, Incident, or EventTracking MethodLiquidated DamageAmountReporting1. Late Submittal of Reports, Application, Proposal, or Other SubmittalsReport, application or proposal shall besubmitted on the date or in accordance with the timeframe specified in this Agreement.For each day Contractor fails to submit: (i) reports in the timeframe specified in Article 9, (ii) Application for determination of Contractor’s Compensation in the timeframe specified in Article 11; (iii) proposal requested by Agency for change in service in the timeframe specified in Article 9; and (iv) other submittals required by this Agreement in the timeframe specified in this Agreement.Contractor’s submittal dates shall be recorded and compared to the submittal requirements of the Agreement$250 per day for each day report is overdue 2. Submittal of Inaccurate Report,Application, Proposal, or Other Submittals andCorrespondenceReport, application, proposal or correspondence submitted does not contain inaccurate, misleading or erroneous data and information.For each day Contractor fails to submitcorrections or restatements rectifying the inaccurate, misleading or erroneous data and information contained in reports, applications, proposals or correspondence submitted to Agency or SBWMA commencing with the third (3rd)Business Day after receiving notification from Agency or SBWMA of Contractor having submitted inaccurate, misleading or erroneous data and information.The data and information contained in Contractor’s submittal shall be recorded and verified for accuracy by Agency or SBWMA.$250 per day for each day inaccurate or erroneous information is not corrected by Contractorcommencing with the third (3rd) Business Day after receiving notification from Agency or SBWMA of Contractor having submitted inaccurate, misleading or erroneous data and information Collection Services Franchise Agreement with Recology San Mateo CountyAttachment JCity of BurlingameLiquidated DamagesPage 9 of 10TABLE 1Event of Non-PerformanceAcceptable Performance LevelDefinition of Complaint, Incident, or EventTracking MethodLiquidated DamageAmount3. Failure to Perform and Report on Billing Review Reports on billing reviews are submitted on time.Failure to conduct Billing reviews and report on the findings of the review pursuant to Section 7.01.F.Contractor’s submittal dates shall be recorded and compared to the submittal requirements of the Agreement$250 per day for each day report is overdueOther1. Disposal of Diversion Program Materials Contractor does not Dispose of Recyclable Materials or Organic Materials Collected.For each Ton of Recyclable Materials or Organic Materials Disposed of without written approval of the Agency pursuant to Section 8.02.D.Alleged incidents shall be investigated by Agency$175 per Ton Disposed for Recyclables$100 per Ton Disposed for Organics2. Use of Unauthorized FacilitiesEach Ton of material shall be delivered to the Designated Transfer and Processing Site.For each Ton of Solid Waste, Recyclable Materials or Organic Materials that is not delivered to the Designated Transfer andProcessing Facility pursuant to Section 6.01.Alleged incidents shall be investigated by Agency$175 per Ton Delivered to unauthorized facility for Recyclables$100 per Ton Delivered to unauthorized facility for Organics and Solid Waste Collection Services Franchise Agreement with Recology San Mateo CountyAttachment JCity of BurlingameLiquidated DamagesPage 10 of 10Table 2: Monthly Allowances for Each Member Agency for Select Collection Quality Standards Collection Quality Performance Standard Number 1A, 1B, 1C 2 3 5 7.AAtherton2.48% 1 1 12 1 3Belmont7.15% 2 4 36 4 9Burlingame7.01% 2 4 35 4 8Hillsborough3.89% 1 2 19 2 5EPA4.44% 1 3 22 3 5Foster City7.15% 2 4 36 4 9Menlo Park8.35% 3 5 42 5 10Redwood City18.41% 5 12 92 12 22San Carlos9.08% 3 5 45 5 11San Mateo21.61% 6 14 108 14 26North Fair Oaks (CSA-8)2.77% 1 2 14 2 3WBSD2.34% 1 1 12 1 3Unincorporated County5.32% 2 3 27 3 6Total Acceptable Performance Level100.00% 30 60 500 60 120* Monthly percentage threshold was calculated based on total monthly SFD Service Opportunities as of March 2017.Monthly Percentage Threshold*Member Agency Collection Services Franchise Agreement with Recology San Mateo County Attachment K City of Burlingame Contractor’s Compensation and Rate Setting Process Page 1 of 24 ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K City of Burlingame Contractor’s Compensation and Rate Setting Process Page 2 of 24 TABLE OF CONTENTS 1. INTRODUCTION................................................................................................................................................................3 2. DEFINITIONS .....................................................................................................................................................................3 3. CONTRACTOR ACCOUNTABILITY FOR PROPOSAL ASSUMPTIONS ..............................................................5 4. ADJUSTMENTS TO CONTRACTOR’S COMPENSATION .......................................................................................6 5. POSSIBLE CARRY FORWARD OF ANNUAL COMPENSATION ADJUSTMENTS ABOVE 5%......................7 6. APPLICATION FOR CONTRACTOR’S COMPENSATION ADJUSTMENT ...........................................................18 7. SBWMA REVIEW OF APPLICATION ...........................................................................................................................20 8. ALLOCATION OF CONTRACTOR’S COMPENSATION AMONG MEMBER AGENCIES ..................................21 9. PASS-THROUGH COSTS ...............................................................................................................................................21 10. REVENUE RECONCILIATION OF GROSS REVENUE BILLED TO APPROVED CONTRACTOR’S COMPENSATION FOR MOST-RECENTLY COMPLETED YEAR ...........................................................................22 11. PREPARATION AND REVIEW OF REPORTS ............................................................................................................23 12. PERFORMANCE INCENTIVES AND DISINCENTIVES FOR CONTRACTOR’S PERFORMANCE ..................23 13. RATE SETTING .................................................................................................................................................................24 ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K City of Burlingame Contractor’s Compensation and Rate Setting Process Page 3 of 24 1. Introduction As provided in Article 11 of the Agreement, Member Agencies expect the SBWMA, of which they are all members, to provide substantial assistance in administering the annual review of Contractor’s Compensation and the integration of that review with Member Agencies’ adjustment of Rates and Charges billed to Customers for Contractor’s services. This Attachment describes the process for adjusting Contractor’s Compensation, Rates, and Charges for Rate Year Eleven (2021) and each year thereafter. Note that Contractor’s Compensation and Rate setting process for Rate Years One (2010) through Ten (2020) is described in the 2009 Franchise Agreement, as amended by Section 11.02.F of the Agreement. This Attachment presents definitions of terms specifically related to this Attachment (Section 2); describes Contractor’s accountability regarding Contractor’s Compensation assumptions (Section 3); the procedures by which specific elements of Contractor’s Compensation will be adjusted annually (Section 4); the procedure by which Agency may elect to stabilize Rates by carrying forward a portion of Contractor’s Compensation (Section 5); the format and content of Contractor’s annual Application for adjustments in Contractor’s Compensation (Section 5); the actions to be taken by SBWMA in reviewing that Application (Section 6); allocating Contractor’s Compensation among Member Agencies (Section 7); an explanation of Pass-Through Costs (Section 8); reconciling the revenue earned by Contractor each Rate Year with the approved Contractor’s Compensation for that Rate Year (Section 9); preparing and reviewing reports to Member Agencies with recommendations for adjustments in each Member Agency’s Rates (Section 10); a discussion of Performance Incentives and Disincentives (Section 11); and the role of each Member Agency in establishing Rates and the Rate structure (Section 12). SBWMA and Contractor may agree to modifications in the procedures and schedules in this Attachment in order to adapt them to changed circumstances or to improve their efficiency and timeliness. Before implementing any such modifications, SBWMA will provide at least thirty (30) Days prior written notice to all Member Agencies. The notice will include an explanation of the reason(s) for the proposed modification(s) and the section(s) of this Attachment that would be affected by the proposed modification(s). 2. Definitions The following terms are defined for the purposes of this Attachment K. Other terms that are capitalized that are not otherwise defined in this Attachment or in Attachment A of the Agreement are defined by reference to the line items as they appear in projected 2021 Contractor’s Compensation in Attachment N. A. “Annual Index Change” means the average CPI value for the 12-month period ending April of the then-current Rate Year minus the average CPI value for 12-month period ending April of the most- recently-completed Rate Year, divided by the average CPI value for the 12-month period ending April of the most-recently completed Rate Year. The Annual Index Change shall be rounded to the nearest thousandth. The Annual Index Change may be a positive or negative value, which results in increases or decreases when costs are adjusted pursuant to Section 4. For example, if the Contractor is preparing its Application for Contractor’s Compensation to be effective for Rate Year Twelve (2022), the Annual Index Change for CPI-U shall be calculated as ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K City of Burlingame Contractor’s Compensation and Rate Setting Process Page 4 of 24 follows: [(Average CPI-U for May 2020 through April 2021) – (Average CPI-U for May 2019 through April 2020)] / (Average CPI-U for May 2019 through April 2020). B. “CPI-U” means the All Urban Consumers Index (CPI-U) compiled and published by the U.S. Department of Labor, Bureau of Labor Statistics or its successor agency, using the following parameters. CPI-U Parameters: Area – San Francisco-Oakland-San Jose Metropolitan Area Item – All Items Base Period – Current 1982-84=100 Not seasonally adjusted Periodicity – Bi-monthly Series ID – CUURA422SA0 C. “CPI-U-Motor Fuel” is the index that shall be used to adjust diesel fuel costs and means All Urban Consumers Index for Motor Fuel compiled and published by the U. S. Department of Labor, Bureau of Labor Statistics or its successor agency, using the following parameters: CPI-U-Motor Fuel Parameters: Area – San Francisco-Oakland-San Jose Metropolitan Area Item – Motor Fuel Base Period – Current 1982-84=100 Not seasonally adjusted Periodicity – Monthly Series ID – CUURA422SETB D. “CPI-W-Wages” means the Consumer Price Index, Urban Wage Earners and Clerical Workers compiled and published by the U.S. Department of Labor, Bureau of Labor Statistics or its successor agency, using the following parameters. CPI-W Parameters: Area – San Francisco-Oakland-San Jose Metropolitan Area Item – All Items Base Period – Current 1982-84=100 Not seasonally adjusted Periodicity – Bi-monthly Series ID – CWURA422SA0 E. “CPI-W-Medical” means the Consumer Price Index, Urban Wage Earners and Clerical Workers, Medical Care, compiled and published by the U.S. Department of Labor, Bureau of Labor Statistics or its successor agency, using the following parameters. CPI-W-Medical Parameters: Area – San Francisco-Oakland-San Jose Metropolitan Area Item – Medical Care Base Period – Current 1982-84=100 Not seasonally adjusted ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K City of Burlingame Contractor’s Compensation and Rate Setting Process Page 5 of 24 Periodicity – Bi-monthly Series ID – CWURA422SAM F. “Compensation Adjustment Factor” means the amount of change in the Contractor’s Compensation for the then-current Rate Year compared to the coming Rate Year. G. “Potential Cap Carry Forward” means the amount of Member Agency’s share of Contractor’s Compensation for the coming Rate Year that Member Agency may elect to defer (carry forward) to the subsequent Rate Year, which is calculated as provided in Section 5. H. “Cap Carry Forward” means the amount that Member Agency actually elects to defer (carry forward) from the coming Rate Year to the subsequent Rate Year pursuant to Section 5, which shall be included in Member Agency’s share of Contractor’s Compensation as an adjustment for such subsequent Rate Year. I. “Direct Cost” means those costs directly attributable to the provision of Collection services including, but not limited to, costs for Collection vehicle personnel and related benefits, payroll taxes, and workers compensation insurance; Collection vehicle fuel; and other direct costs. J. “Indirect Cost” means those costs not directly attributable to provision of Collection service, which costs are aggregated into an overhead cost pool(s). Indirect costs include, but are not limited to, costs for general and administrative, general operations, vehicle maintenance, and container maintenance costs. 3. Contractor Accountability for Proposal Assumptions The method of adjusting Contractor’s Compensation holds Contractor accountable for several projections and assumptions on which its projected 2021 costs were based, and which are incorporated into the baseline costs shown on Attachment N, including: proposed technology, route productivity, Single-Family Container placement assumptions, and Customer recycling/organics participation rates, as follows: x Proposed Technology – No additional adjustments shall be made to Contractor’s Compensation if the technology proposed by Contractor does not achieve the intended results or productivity. (If a Change in Law requires consideration of new or alternative technology or if the Parties mutually agree to consider a change in technology, cost impacts related to the change in technology will be addressed under the applicable provisions of the Agreement). x Route Productivity – The assumptions regarding route productivity directly impact costs related to labor, route hours, vehicles, fuel use, and vehicle maintenance. No adjustments to Contractor’s Compensation will be made for differences between route productivity levels assumed in Attachment N and actual route productivity. x Customer Recycling and Organic Program Participation Levels – Contractor’s estimate of the number of Single-Family Dwelling, Multi-Family, and Commercial Customers that will be provided Targeted Recyclable Materials and Organic Materials Collection Service is incorporated into the baseline costs shown on Attachment N. No adjustments to Contractor’s Compensation will be made for differences between estimated and actual participation levels ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K City of Burlingame Contractor’s Compensation and Rate Setting Process Page 6 of 24 with the exception of adjustments for changes in service level pursuant to Section 4 of this Attachment. 4. Adjustments to Contractor’s Compensation The annual process for adjusting Contractor’s Compensation is summarized in Table 1. Column One of the table describes the adjustment of Contractor’s projected 2021 costs shown on Attachment N to establish Rate Year Eleven (2021) Contractor’s Compensation; Column Two describes annual adjustments to determine Contractor’s Compensation for Rate Year Twelve (2022) and each year thereafter. When determining the Contractor’s Compensation for the coming Rate Year, separate cost adjustment calculations shall be performed for the following Service Sectors and Lines of Business, which shall encompass all portions of Contractor’s Compensation: x Single-family Solid Waste x Single-family Targeted Recyclable Materials (including Household Batteries, Cell Phones, Used Motor Oil, and Used Motor Oil Filters) x Single-family Organic Materials including Holiday Trees x Single-family Bulky Item Materials (two On-Call Bulky Collection events) x Multi-Family and Commercial Cart and Bin Solid Waste x Multi-Family and Commercial Cart and Bin Targeted Recyclable Materials x Multi-Family and Commercial Cart and Bin Organic Materials including Holiday Trees x Multi-Family and Commercial Drop Box x Multi-Family Bulky Item Materials (two On-Call Bulky Collection events) x Agency Facilities Cart and Bin Solid Waste x Agency Facilities Cart and Bin Targeted Recyclable Materials x Agency Facilities Cart and Bin Organic Materials x Agency Facilities Drop Box x Agency Facilities Venues and Events The total Contractor’s Compensation shall equal the sum of Contractor’s Compensation for each of the above Lines of Business. For purposes of Attachment K, “Multi-Family and Commercial” shall be considered one Service Sector. Table 1 describes the process for adjusting costs for service level changes (in addition to other adjustments to costs). The Parties agree that service level changes shall not be made for Contractor’s Compensation for Single-family and Multi-Family Bulky Item Materials (two On-Call Bulky Collection events) as long as Contractor is subject to the average daily limit of one hundred fifty (150) Bulky Item Collection service events, as set forth in Section 5.05.H of the Agreement. All other adjustments described in Table 1 shall be applicable to the above Service Sectors and Lines of Business. Adjustments for changes in service levels for the above Service Sectors and Lines of Business may also occur in accordance with Section 15.12 of the Agreement. If Contractor’s Compensation is adjusted under the 2009 Franchise Agreement after Rate Year Six (2016) but before Rate Year Eleven (2021) due to a Change in Law or Customer migration under Sections 11.05.A.3 or 11.05.A.4 of the 2009 Franchise Agreement, or an Agency-directed change under Section 15.12 of the 2009 Franchise Agreement, then Contractor’s Compensation for Rate Year Eleven (2021) shall be equitably adjusted to give effect to the change. ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K City of Burlingame Contractor’s Compensation and Rate Setting Process Page 7 of 24 5. Possible Carry Forward of Annual Compensation Adjustments Above 5% If Agency’s share of Contractor’s Compensation for the coming Rate Year (expressed in dollars) exceeds Agency’s share of Contractor’s Compensation for the current Rate Year (expressed in dollars) by more than five percent (5%), calculated as provided below, then Agency may elect to defer (carry forward) the excess to the subsequent Rate Year in accordance with this Section. The purpose of the carry forward mechanism is to smooth Rate adjustments, not to reduce the amount of compensation to which Contractor is entitled. Agency’s deferral right shall apply only to increases in Contractor’s Compensation resulting from application of the methodology set forth in this Attachment K, excluding any Agency-specific costs. The following cost items shall not be subject to deferral or included in deferral calculations: x Any costs listed in Table 1 under the line items “Contract Changes to Specific Agencies” or “Incentives/Disincentives Payments”; x Cost increases under other Sections of the Agreement including, but not limited to, those resulting from Agency-directed changes (Section 15.12) or Changes in Law (Section 11.05); and, x Increases in costs that are not part of Contractor’s Compensation including, but not limited to, Franchise Fees or other Agency fees, or processing and Disposal fees paid by Contractor to SBWMA. Agency’s share of Contractor’s Compensation for a given Rate Year (expressed in dollars), adjusted as necessary to comply with the foregoing requirements, shall be referred to herein as “Adjusted Contractor’s Compensation.” Adjusted Contractor’s Compensation for a given Rate Year includes any Cap Carry Forward from the previous Rate Year. In each of its Applications to establish Rates for Rate Years Twelve (2022) onward, Contractor shall include its calculation of: (A) Adjusted Contractor’s Compensation for the coming Rate Year, (B) Adjusted Contractor’s Compensation for the current Rate Year, (C) the difference between the two (calculation: C = A - B), and (D) the amount, if any, by which such difference exceeds five percent (5%) of Adjusted Contractor’s Compensation for the current Rate Year (calculation: D = C - (B x 0.05)) (the “Potential Cap Carry Forward”). If the calculation of the Potential Cap Carry Forward results in a negative value, the Potential Cap Carry Forward shall equal zero. SBWMA shall confirm or correct Contractor’s calculations and include such amounts, for each Member Agency, in its reports on Contractor’s Application. Agency may elect to carry forward any amount provided that the amount is less than or equal to the Potential Cap Carry Forward. If Agency elects to defer some or all of the Potential Cap Carry Forward, then: 1. Contractor’s Compensation for the coming Rate Year shall be deemed reduced by such amount, for purposes of Agency’s obligation to adjust Rates under Section 13 below; and, 2. Contractor’s Compensation for the subsequent Rate Year shall be increased by such amount (which shall be the “Cap Carry Forward”) in the Contractor’s Compensation and Rate setting process for such subsequent Rate Year). Agency may not defer any amounts in the final Rate Year of the Term. All Contractor’s Compensation due to Contractor that was carried forward and not previously compensated to Contractor shall be reflected in the Contractor’s Compensation for the final Rate Year of the Term, so that no Cap Carry Forward is calculated or applied for recovery beyond the final Rate Year of the Term. For purposes of ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K City of Burlingame Contractor’s Compensation and Rate Setting Process Page 8 of 24 this Attachment K, the final Rate Year of the Term means Rate Year Twenty-Five (2035), or, if the Term is extended under Section 3.03.A of the Agreement, the last Rate Year of the mutually agreed Term. If the Term is extended for up to twelve (12) months under Section 3.03.B of the Agreement, no amounts may be deferred from or to that extension period. If the amount of the Potential Cap Carry Forward is greater than ten percent (10%) of Adjusted Contractor’s Compensation for the current Rate Year, the Parties shall meet and confer to discuss the Agency’s plan to reduce the amount of the Cap Carry Forward with the goal of eliminating the Cap Carry Forward in the coming Rate Years. ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K Model Agreement for Adaptation by Member Agencies Contractor’s Compensation and Rate Setting Process Page 9 of 24 Table 1: Contractor’s Compensation Adjustment Methodology {Note: The table below replaces the current Table 1 in its entirety} Cost Adjustment to 2021 Projected 2021 Costs for Rate Year Eleven (2021) Contractor’s Compensation Annual Adjustment to Contractor’s Compensation for Rate Years Twelve to Twenty-Five (2022 - 2035) ANNUAL COST OF OPERATIONS A. Direct Labor-Related Costs for Collection Vehicle Route Personnel Represented Through Collective Bargaining Agreements (CBA). xAdjust projected 2021 Direct Labor-Related Costs to reflect service level changes from April 2016 to April 2020 by 100% of the average service level change in accounts, lifts, or pulls as described in the following bullet. xThe service level adjustment shall be based on the change in the rolling three-year average number of Solid Waste accounts in the SBWMA Service Area and shall be calculated using the following formula: Adjusted 2021 Direct Labor-Related Costs = Projected 2021 Direct Labor-Related Costs per Attachment N x [ 1 + 75% x (((Sum of number of Solid Waste accounts as of April 2018 + April 2019 + April 2020) - (Sum of number of Solid Waste accounts as of April 2014 + April 2015 + April 2016)) / (Sum of number of Solid Waste accounts as of April 2014 + April 2015 + April 2016))]. For Commercial lines of business, lifts shall be used rather than accounts; and, for Drop Box lines of business, pulls shall be used rather than accounts. xBecause Contractor is subject to the average daily limit of one hundred fifty (150) Bulky Item Collection service events, as set forth in Section 5.05.H of the Agreement, no service level adjustments shall be applied to the following Service Sectors and Lines of Business: Single-family Bulky Item Materials (two On-Call Bulky Collection events) and Multi-Family Bulky Item Materials (two On-Call Bulky Collection events). Step One: xDirect Wages for CBAs: Annually adjust Wage costs by 100% of the Annual Index Change using the CPI-W-Wages. xBenefits for CBAs: Annually adjust Health Benefit costs by 100% of the Annual Index Change using CPI-W-Medical. xPayroll taxes: Annually adjust direct labor-related payroll tax expense based on the effective tax rate of 8.1%. The effective tax rate shall be applied to the adjusted direct wages for CBAs to calculate payroll tax expense. When the Federal and/or State employer payroll tax rates or limits are changed, Contractor shall submit to SBWMA a new effective payroll tax rate for review and approval (not to be unreasonably withheld). If approved, the new payroll tax rates shall be used to calculate payroll tax expense for the Rate Year affected by the change(s). xWorkers Compensation Insurance: Annually adjust worker’s compensation costs by 100% of the Annual Index Change in the CPI-W-Wages. Step Two: xAnnually adjust wages, benefits, payroll taxes, and workers compensation insurance costs to reflect service level changes by adjusting wage and benefit costs by 100% of the average service level change in accounts, lifts, and pulls as described in Table 2. ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K Model Agreement for Adaptation by Member Agencies Contractor’s Compensation and Rate Setting Process Page 10 of 24 Cost Adjustment to 2021 Projected 2021 Costs for Rate Year Eleven (2021) Contractor’s Compensation Annual Adjustment to Contractor’s Compensation for Rate Years Twelve to Twenty-Five (2022 - 2035) B. Direct Fuel Costs for All Contractor Vehicles including Collection Vehicles, Support Vehicles, and Supervisor’s Vehicles xStep One: Adjust 2021 projected Direct Fuel costs to reflect the change in the CPI-U-Motor Fuel from April 2016 to April 2020 using the following formula: Adjusted 2021 Direct Fuel cost = Projected 2021 Direct Fuel cost x [ 1 + (((Average CPI for May 2019 through April 2020) – (Average CPI for May 2015 through October 2016)) / (Average CPI for May 2015 through April 2016)) ]. xStep Two: Adjust Direct Fuel Cost amount calculated in Step One to reflect service level changes using the method described in Row A above for Rate Year Eleven (2021) Direct-Labor Related Costs. xStep One: Annually adjust direct fuel costs by 100% of the Annual Index Change for the CPI-U-Motor Fuel. xStep Two: Annually adjust direct fuel costs to reflect service level changes by adjusting costs by 100% of the average service level change in accounts, lifts, and pulls as described in Table 2. C. Other Direct Costs for Collection Services xAdjust Other Direct Costs to reflect service level changes by using the method described in Row A above for Rate Year Eleven (2021) Direct-Labor Related Costs. xStep One: Annually adjust Other Direct Costs by 100% of the Annual Index Change using CPI-U. xStep Two: Annually adjust Other Direct Costs to reflect service level changes by adjusting costs by 100% of the average service level change in accounts, lifts, and pulls as described in Table 2. ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K Model Agreement for Adaptation by Member Agencies Contractor’s Compensation and Rate Setting Process Page 11 of 24 D. Depreciation for All Contractor Vehicles including Collection Vehicles, Support Vehicles, and Supervisor’s Vehicles The annual depreciation amount shall equal $3,056,022, which is the projected amount for 2021 as specified in Attachment N. xA vehicle equipment replacement schedule prepared by the Contractor is included in Attachment N. It shows the timing of anticipated vehicle purchases, estimated vehicle acquisition costs, and estimated annual depreciation and interest expenses for Rate Years Eleven (2021) through Twenty-Five (2035). In preparing this schedule, Contractor estimated vehicle acquisition costs in 2017 dollars and escalated the amounts annually by two percent (2%) as reflected in the equipment replacement schedule. xFor Rate Years Twelve (2022) through Sixteen (2026), the annual depreciation amount shall be equal to the projected amount for 2021 specified in Attachment N. xAfter completion of the new vehicle acquisitions in accordance with the equipment replacement schedule in Attachment N, the vehicle depreciation amount shall be adjusted to reflect actual vehicle acquisition costs in a manner that remaining undepreciated costs shall be depreciated evenly over the remaining Rate Years of the Agreement. The recalculation of the annual vehicle depreciation amount to be effective for Rate Years Seventeen (2027) through Twenty-Five (2035) shall be included in the Application submitted in 2026 for Rate Year Seventeen (2027) Contractor’s Compensation. The recalculation of vehicle depreciation expense shall be as follows: -“Annual Depreciation Cost Difference” = Actual cost of vehicles less projected vehicle costs of $48,724,246, divided by 9 years. -The annual vehicle depreciation amount specified in Attachment N ($3,056,022) shall be adjusted by 50% of the Annual Depreciation Cost Difference; however, the adjustment, whether positive or negative, shall not exceed $350,000. Thus, the annual vehicle depreciation expense shall not be less than $2,706,022 or greater than $3,406,022. This adjusted depreciation amount shall be allocated to each Member Agency based on the ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K Model Agreement for Adaptation by Member Agencies Contractor’s Compensation and Rate Setting Process Page 12 of 24 Cost Adjustment to 2021 Projected 2021 Costs for Rate Year Eleven (2021) Contractor’s Compensation Annual Adjustment to Contractor’s Compensation for Rate Years Twelve to Twenty-Five (2022 - 2035) percentage of projected 2021 total depreciation for all Member Agencies that was allocated to each Member Agency as shown in Attachment N. The allocated depreciation amount shall be included in Contractor’s Compensation for Rate Years Seventeen (2027) through Twenty-Five (2035). -Contractor shall not be compensated for any additional vehicle depreciation beyond $3,406,022 per year. E. Depreciation - Containers xContractor projected its Container replacement needs and costs and related depreciation for Rate Years Eleven (2021) through Twenty-Five (2035), which are specified in Attachment N for 2021. This amount ($1,178,150) shall be the fixed annual Container Depreciation Costs for Rate Years Eleven (2021) through Twenty-Five (2035). xThese depreciation amounts shall not be adjusted annually unless new Containers are purchased beyond the replacement quantities estimated by Contractor, subject to Agency or SBWMA approval (which shall not to be unreasonably withheld). If additional Containers are purchased, the depreciation expense shall be based on ten (10) year period or other period agreed upon by the Parties. xSame method as shown for Rate Year Eleven (2021). F. Allocated Indirect Costs (e.g., General and Administrative, Operations, Vehicle Maintenance, and Container Maintenance costs including all non-route personnel CBA and non-CBA labor) excluding Allocated Depreciation and Interest The annual Allocated Indirect Costs amount shall equal $17,429,667, which is the projected amount for Rate Year Eleven (2021) as specified in Attachment N. xStep One: Annually adjust Allocated Indirect Costs by 100% of the Annual Index Change using CPI-U. xStep Two: Annually adjust Allocated Indirect Costs to reflect service level changes by adjusting (increasing or decreasing) costs by 65% of the average service level change in accounts, lifts, and pulls as described in Table 2. ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K Model Agreement for Adaptation by Member Agencies Contractor’s Compensation and Rate Setting Process Page 13 of 24 Cost Adjustment to 2021 Projected 2021 Costs for Rate Year Eleven (2021) Contractor’s Compensation Annual Adjustment to Contractor’s Compensation for Rate Years Twelve to Twenty-Five (2022 - 2035) G. Total Allocated Indirect Depreciation Costs (e.g., depreciation costs related to General and Administrative, Operations, Vehicle Maintenance, and Container Maintenance services) xContractor projected its equipment acquisition needs, costs, and depreciation expense related to indirect services for Rate Years Eleven (2021) through Twenty-Five (2035). The depreciation expenses is the Allocated Indirect Depreciation Cost of $117,650, which is specified in Attachment N for 2021. xThe annual Allocated Indirect Depreciation Costs for Rate Years Twelve (2022) through Twenty-Five (2035) shall be fixed and shall equal the Rate Year Eleven (2021) amount of $117,650. xThese depreciation amounts shall not be adjusted during the Term unless new equipment is purchased subject to SBWMA approval (which shall not to be unreasonably withheld). If additional equipment is purchased, the depreciation expense shall be based on ten (10) year period or other period agreed upon by the SBWMA and Contractor. Total Annual Cost of Operations xCalculated as the sum of the cost components adjusted as described above. xCalculated as the sum of the cost components adjusted as described above. PROFIT Profit xCalculate Profit using the following formula: [(Total Cost of Operations for the coming Rate Period) / 90.5%] – (Total Cost of Operations for the coming Rate Period). xThe operating ratio is fixed for the Term of the Agreement at ninety and one-half percent (90.5%). xSame method as shown for Rate Year Eleven (2021). CONTRACTOR PASS-THROUGH COSTS ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K Model Agreement for Adaptation by Member Agencies Contractor’s Compensation and Rate Setting Process Page 14 of 24 Cost Adjustment to 2021 Projected 2021 Costs for Rate Year Eleven (2021) Contractor’s Compensation Annual Adjustment to Contractor’s Compensation for Rate Years Twelve to Twenty-Five (2022 - 2035) A. Regulatory Agency Fees xAny non-operating fees (excluding fines, penalties, late fees) paid by Contractor (e.g., to U.S. Department of Transportation, Bay Area Air Quality Management District, Local Enforcement Agency, Bay Area Water Quality Control Board, California Highway Patrol). No regulatory agency fees were applicable when Contractor projected 2021 Contractor’s Compensation; therefore, the 2021 amount shown in Attachment N is zero. If new regulatory agency fees become effective during the Term, the amount of the fees included in Contractor’s Compensation shall be determined through a special compensation review for change in law pursuant to Section 11.05 of the Agreement. xSame method as shown for Rate Year Eleven (2021). B. Interest Expense for Containers and All Contractor Vehicles including Collection Vehicles, Support Vehicles, and Supervisor’s Vehicles (which are separately identified on the Equipment Replacement Schedule in Attachment N) xThe annual interest expense shall be equal to the projected interest expense for 2021 specified in Attachment N, which is $1,145,186. This interest expense for the Contractor vehicles is $982,006 and for Containers is $163,180. xFor Rate Years Twelve (2022) through Sixteen (2026), the annual Interest Expense for Rate Years Twelve (2022) through Twenty-Five (2035) shall be fixed and shall equal the Rate Year Eleven (2021) amount of $1,145,186, which includes interest expense for the Contractor vehicles of $982,006 and for Containers of $163,180. xAfter completion of the new vehicle acquisitions in accordance with the equipment replacement schedule in Attachment N, the interest amount shall be adjusted to reflect interest expense related to actual vehicle acquisition costs. The recalculation of the annual vehicle interest expense to be effective for Rate Years Seventeen (2027) through Twenty-Five (2035) shall be included in the Application submitted in 2026 for Rate Year Seventeen (2027) Contractor’s Compensation. x x C. Contract Changes to Specific Agencies {Note: This line item is included to address any Agency-specific costs and annual adjustment thereof (e.g., billing, street sweeping, etc.). Agency and Contractor to negotiate relevant compensation adjustment language, if applicable.} x{Note: This line item is included to address any Agency-specific costs and annual adjustment thereof (e.g., billing, street sweeping, etc.). Agency and Contractor to negotiate relevant compensation adjustment language, if applicable.} ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K Model Agreement for Adaptation by Member Agencies Contractor’s Compensation and Rate Setting Process Page 15 of 24 Cost Adjustment to 2021 Projected 2021 Costs for Rate Year Eleven (2021) Contractor’s Compensation Annual Adjustment to Contractor’s Compensation for Rate Years Twelve to Twenty-Five (2022 - 2035) D. Cap Carry Forward The Cap Carry Forward methodology is described in Section 5 above. A hypothetical example of the Cap Carry Forward is provided in Table 3. xThe Cap Carry Forward shall not be applicable in Rate Year Eleven (2021) xFor Rate Year Twelve (2022), the Cap Carry Forward shall equal zero because Adjusted Contractor’s Compensation shall not be capped in Rate Year Eleven (2021), and therefore no amount may be carried forward. xFor Rate Year Thirteen (2023) onward, the Cap Carry Forward shall equal the amount, if any, calculated for the preceding (i.e. then-current) Rate Year and elected by Agency to be carried forward, as provided in Section 5 above. Total Contractor Pass-Through Costs xCalculated as the sum of the Contractor Pass-Through Costs. xSame method as shown for Rate Year Eleven (2021). CONTRACTOR’S COMPENSATION xCalculated as the sum of Total Annual Cost of Operations, Profit, and Contractor’s Pass-Through Costs. xSame method as shown for Rate Year Eleven (2021). OTHER ADJUSTMENTS Incentives/Disincentives Payments xAmount varies annually based on actuals pursuant to Section 12 of Attachment K. xSame method as shown for Rate Year Eleven (2021). CONTRACTOR’S COMPENSATION (Adjusted) xCalculated as the sum of the Contractor’s Compensation and Other Adjustments xSame method as shown for Rate Year Eleven (2021). ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K Model Agreement for Adaptation by Member Agencies Contractor’s Compensation and Rate Setting Process Page 16 of 24 Table 2: Service Level Adjustment Methodology for Rate Years Twelve to Twenty-Five (2022 - 2035) {Note: The table below replaces the current Table 2 in its entirety} Accounts (Single-Family Dwelling accounts for Solid Waste Collection) x Adjustment shall be based on the annual percent change in the rolling three-year average number of Solid Waste accounts in the SBWMA Service Area, where the annual percent change shall be calculated using the following formula: (((Average of Solid Waste accounts as of April 30 of the then-current Rate Year and the two most-recently completed Rate Years) - (Average of Solid Waste accounts as of April 30 of the three most- recently completed Rate Years)) / (Average of Solid Waste accounts as of April 30 of the three most-recently completed Rate Years)). The annual percent change calculated using the above formula is referred to herein as the “average service level change”. For example, if the Contractor is preparing its Application in Rate Year Eleven (2021) for Contractor’s Compensation to be effective for Rate Year Twelve (2022), the average service level change shall be calculated as follows: (((Average of Solid Waste accounts as of April 30, 2021 + as of April 30, 2020 + as of April 30, 2019) - (Average of the Solid Waste accounts as of April 30, 2020 + as of April 30, 2019 + as of April 30, 2018)) / (Average of the Solid Waste accounts as of April 30, 2020 + as of April 30, 2019 + as of April 30, 2018)). The value of the applicable cost item for Rate Year Eleven (2021) would be multiplied by (1 + the average service level change) to determine the value of such cost item for Rate Year Twelve (2022), assuming the cost item is to be adjusted by 100% of the average service level change. If Table 1 states that the cost item is to be adjusted by 65% of the average service level change (as is the case for Allocated Indirect Costs), then the value of the applicable cost item for Rate Year Eleven (2021) would be multiplied by (1 + (0.65 x (the average service level change))) to determine the value of such cost item for Rate Year Twelve (2022). Lifts for Carts and Bins (Multi-Family and Commercial, and Agency Facilities Bin and Cart lifts for Solid Waste, Recyclable Materials, and Organic Materials Collection) x Same method as described above, but using the average service level change in the number of lifts during a 4 week period in April, rather than the number of accounts as of April 30. x Calculations shall be separately performed for Solid Waste, Recyclable Materials, and Organic Materials Collection lifts, separately for Multi-Family and Commercial lifts and Agency Facilities lifts. Pulls for Drop Boxes (Multi-Family and Commercial, and Agency Facilities Drop Box and Compactor pulls for Solid Waste, Recyclable Materials, and Organic Materials Collection) x Same method as described above, but using the average service level change in the number of pulls during the 12 month period ending April 30, rather than the number of accounts as of April 30. x Calculations shall be combined for Solid Waste, Recyclable Materials, and Organic Materials Collection pulls, but shall be performed separately for Multi-Family and Commercial pulls and Agency Facilities pulls. Note: Service level adjustments may be positive or negative values, which shall result in increases or decreases when costs are adjusted pursuant to Section 4. ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K Model Agreement for Adaptation by Member Agencies Contractor’s Compensation and Rate Setting Process Page 17 of 24 Table 3: Example Compensation Cap Methodology Note: All amounts presented in $ per year with the exception of percentages as noted. CPI + Growth Percentage for Example 4.5% 6.2% 5.8% 5.0% 3.5% 2.4% 2.3% 2023 2024 2025 2026 2027 2028 2029 Annual Cost of Operations Wages for CBAs 1,731,660 1,839,023 1,945,687 2,042,971 2,114,475 2,165,222 2,215,023 Benefits for CBAs 804,714 854,606 904,173 949,382 982,610 1,006,193 1,029,335 Payroll Taxes 144,074 153,007 161,881 169,975 175,924 180,147 184,290 Workers Compensation Insurance 123,375 131,024 138,624 145,555 150,649 154,265 157,813 Total Direct Labor Related-Costs 2,803,823 2,977,660 3,150,365 3,307,883 3,423,659 3,505,826 3,586,460 Direct Fuel Costs 187,237 198,846 210,379 220,898 228,630 234,117 239,5010000000 Other Direct Costs 244,805 259,983 275,062 288,815 298,924 306,098 313,138 Depreciation - Collection Vehicles 254,669 254,669 254,669 254,669 254,669 254,669 254,669 - Containers 98,179 98,179 98,179 98,179 98,179 98,179 98,179 352,848 352,848 352,848 352,848 352,848 352,848 352,848 Allocated Indirect Costs General and Administrative 997,138 1,058,960 1,120,380 1,176,399 1,217,573 1,246,795 1,275,471 Operations 104,966 111,474 117,940 123,837 128,171 131,247 134,266 Vehicle Maintenance 297,057 315,475 333,772 350,461 362,727 371,433 379,975 Container Maintenance 175,509 186,390 197,201 207,061 214,308 219,451 224,499 Total Allocated Indirect Costs 1,574,670 1,672,299 1,769,293 1,857,757 1,922,779 1,968,926 2,014,211 Total Allocated Indirect Depreciation Costs 9,804 9,804 9,804 9,804 9,804 9,804 9,804 Total Annual Cost of Operations 5,173,187 5,471,441 5,767,750 6,038,005 6,236,643 6,377,618 6,515,963 Profit 543,042 574,350 605,454 633,824 654,675 669,474 683,996 Operating Ratio 90.5% 90.5% 90.5% 90.5% 90.5% 90.5% 90.5% Total Operating Costs 5,716,229 6,045,791 6,373,205 6,671,829 6,891,318 7,047,092 7,199,959 Contractor Pass-Through Costs Interest Expense 95,432 95,432 95,432 95,432 95,432 95,432 95,432 ADD: Prior Year Compensation Cap Reductions - - 38,978 100,259 139,796 62,435 - Contract Changes to Specific Agencies ------- Total Contractor Pass-Through Costs 95,432 95,432 134,411 195,691 235,228 157,867 95,432 BASE CONTRACTOR'S COMPENSATION 5,811,661 6,141,223 6,507,615 6,867,520 7,126,546 7,204,959 7,295,391 CONTRACTOR'S COMPENSATION CAP (5%)5,861,902 6,102,244 6,407,357 6,727,724 7,064,111 7,417,316 7,565,207 Adjustment for 5% Cap - (38,978) (100,259) (139,796) (62,435) - - ADJUSTED CONTRACTORS COMPENSATION 5,811,661 6,102,244 6,407,357 6,727,724 7,064,111 7,204,959 7,295,391 % CHANGE IN CONTRACTOR COMPENSATION 4.10% 5.00% 5.00% 5.00% 5.00% 1.99% 1.26% Total Depreciation Lease (Yr 1 principal only) for Collection Equipment City of Example Direct Labor-Related Costs ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K Model Agreement for Adaptation by Member Agencies Contractor’s Compensation and Rate Setting Process Page 18 of 24 6. Application for Contractor’s Compensation Adjustment Contractor is required to submit an Application for Contractor’s Compensation Adjustment (Application) annually by June 15 for determination of Contractor’s Compensation for the following Rate Year commencing with its Application for Rate Year Eleven (2021) Contractor’s Compensation, which is due June 15, 2020. This Section describes the content of the Application. A. Reporting of Operational Information Operational information shall be reported in total as well as disaggregated by each Line of Business, by Service Sector, and by Member Agency. The information shall be submitted on forms provided by Contractor and approved by SBWMA. Operational information to be provided includes, but is not limited to, the following: x Tonnage Collected by Line of Business; x Number of accounts by Line of Business and account type (i.e., Container size, Collection frequency, and material type); x Number of accounts, lifts, and pulls needed to perform the average service level adjustment calculations (described in Section 4); x Number of Containers in service by Line of Business; x Set-out rates by Line of Business; x Number of routes and annual route hours by Line of Business; x Number and type of vehicles by Line of Business; x Annual route labor hours by Line of Business; and, x Roster of all personnel by category including direct, indirect, and general and administrative (G&A). B. Audited Financial Statements Financial statements (balance sheet, income and expense statement) for the operations covered by this Agreement for Contractor’s immediately preceding fiscal year (October 1 – September 30) shall be submitted with the Application. The financial statements shall be accompanied by a report of an independent Certified Public Accountant licensed by the California Board of Public Accountancy stating that (i) it has audited the financial statements in accordance with auditing standards generally accepted in the United States, and (ii) in its opinion the financial statements present fairly, in all material respects, the financial position of Contractor as of September 30 of the year under review and of the immediately preceding year, and the changes in its financial position for the years then ended in conformity with United States generally accepted accounting principles. The Certified Public Accountant’s report shall also contain a separate statement identifying the amounts of audited revenue and expense that are attributable to the last nine months of the Contractor’s fiscal year (January - September 30). In addition, Contractor shall submit financial statements covering the last three months of the preceding calendar year (October 1 - December 30) and a compiled twelve (12) month statement covering the preceding calendar year. These statements shall be accompanied by ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K Model Agreement for Adaptation by Member Agencies Contractor’s Compensation and Rate Setting Process Page 19 of 24 a report of the independent Certified Public Accountant stating that it has conducted a review of the statements in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants and that contains the elements described in AICPA Professional Standards, section AR 100. C. Preparation of Management Representation Letter The Application shall include a management representation letter signed by the President of Contractor, which states that: x Management accepts responsibility for the accuracy and completeness of the Application; x The Application is based on the Contractor’s Compensation adjustment procedures described in Article 11, this Attachment K (including Tables 1 and 2), and on the forms approved by the SBWMA; and, x All significant information and supporting documents relevant to the Contractor’s Compensation adjustment process are available for review by SBWMA. D. Calculation of Contractor’s Compensation for the Coming Rate Year The Application shall include a calculation of Contractor’s Compensation for the coming Rate Year (i) in total for the SBWMA Service Area, (ii) in total for each Member Agency, and by Service Sector and Lines of Business specified in Section 4 for each Member Agency. The calculations shall show the adjustments to each cost line item and shall be performed in accordance with the methodology described in Section 4 of this Attachment. For the Application submitted in 2026 for Rate Year Seventeen (2027), Contractor shall include detailed calculations of the vehicle depreciation and interest expense adjustments to be effective for Rate Years Seventeen (2027) through Twenty-Five (2035) that reflect changes for actual vehicle acquisition costs (which were acquired in accordance with the equipment replacement schedule in Attachment N) compared to projected costs presented in Attachment N. In addition to the detailed calculations, Contractor shall provide supporting documentation such as, but not limited to: vehicle specifications, acquisition costs for all vehicles, date vehicles were place into service, and interest rate. E. Supporting Documentation Contractor shall make available to SBWMA and each Member Agency, upon request, supporting documentation and summary reports for all calculations, assumptions, and data used in the calculation of the Contractor’s Compensation for the coming Rate Year. Supporting documents and reports requested may include: x General Ledger x Revenue and Accounts Receivable Ledgers x Collective Bargaining Agreements x Solid Waste Transfer Tickets x Weight tickets for all C&D Materials, Recyclable Materials, Inert Materials, and Organic Materials x Customer billing information and service levels ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K Model Agreement for Adaptation by Member Agencies Contractor’s Compensation and Rate Setting Process Page 20 of 24 x Copies of Bureau of Labor Statistics Index Data x Other information requested by SBWMA 7. SBWMA Review of Application Agency delegates to SBWMA the authority to conduct the review of the Application. SBWMA will review the Application and supporting documentation to determine that it has been prepared in a manner consistent with the Agreement, including this Attachment. SBWMA may request and Contractor shall provide any missing information necessary to complete the Application. Agency may participate in meetings with SBWMA and Contractor to discuss the Application. A. Preliminary Review SBWMA shall determine if the Application is complete and ready for analysis. 1. Completeness and Mathematical Accuracy of Application. SBWMA shall determine if: a. All required forms and financial statements are included; b. All forms are completed correctly and data and indexes tie to correct source; and c. All calculations are mathematically correct. If the Application is incomplete or contains arithmetic errors, SBWMA will notify Contractor and Contractor will promptly provide missing information and corrected calculations. 2. Verification of Supporting Documents and Schedules. Various documents are to be included in the Application to support the requested adjustment in Contractor’s Compensation. Any supporting information SBWMA finds to have been omitted shall be promptly be provided by Contractor. 3. Contractor Notification. SBWMA will notify Contractor when it has determined that the Application is complete. B. Review of Application The Contractor’s Compensation review process is intended to allow SBWMA to determine whether the Application is consistent with the Agreement and accurately calculates Contractor’s Compensation for the coming Rate Year. SBWMA shall take the following steps during its review of the Application. 1. Review of Contractor’s Compensation Calculations. SBWMA shall review Contractor's Compensation adjustment calculations to verify that the calculations are performed in accordance with Article 11 and relevant attachments including this Attachment. SBWMA shall notify Contractor of any apparent errors or discrepancies in the calculation of Contractor’s Compensation which it identifies. 2. Review of Revenue Projection for Following Year. SBWMA shall review Contractor’s projection of Gross Revenue Billed. Any unusual trends will be identified and explanations obtained from the Contractor. 3. Determine Prior Year Revenue Surplus/Shortfall. SBWMA will review the Contractor’s Revenue Reconciliation calculations submitted in March in light of audited financial statements. ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K Model Agreement for Adaptation by Member Agencies Contractor’s Compensation and Rate Setting Process Page 21 of 24 8. Allocation of Contractor’s Compensation Among Member Agencies Contractor allocated projected 2021 Contractor’s Compensation among the Member Agencies using the methodology described in the 2009 Franchise Agreement (Attachment K, subsection 6.B) and as illustrated in Attachment N. The Contractor’s allocation of projected 2021 Contractor’s Compensation was based on April-May 2016 operating statistics compiled by Contractor including those from the annual route audit described in Section 7.12, including route labor hours per year, route hours per year, number of accounts, service stops, Bin and Cart lifts, Drop Box pulls, Tonnage, and number of Containers, reported separately for each Member Agency. Route labor hours and route hours included hours related to on and off route time, collection time, and hauling time to deliver materials to the Designated Transfer and Processing Facility. Contractor compiled the operating statistics based on the 2016 annual route audit or best available information. The Parties agree that the projected 2021 Contractor’s Compensation for each Member Agency (which is presented in Attachment N by Service Sector and Lines of Business specified in Section 4) shall be used as the basis for determining each Member Agency’s share of adjusted 2021 Contractor’s Compensation for Rate Year Eleven (2021), and each Member Agency’s share of Contractor’s Compensation for all subsequent Rate Years. Cost allocations shall not be adjusted during the Term of the Agreement, with the exception of allocation of adjusted vehicle depreciation and interest costs for Rate Year Seventeen (2027) as described further in Section 4 of this Attachment. Agency’s share of Contractor’s Compensation shall be adjusted independently from others using the methodology in this Attachment K, adjusting for changes in cost indices and Agency service levels. 99. Pass-Through Costs Pass-Through Costs are costs which are included in the Revenue Requirement and Gross Revenue Billed on which no profit is paid to Contractor. Pass-Through Costs are divided into two groups: 1) Contractor Pass-Through Costs, which consist of regulatory agency fees, interest expense, Member Agency-specific changes to the Agreement, and Cap Carry Forward amounts, as described under the heading “Contractor Pass-Through Costs” in Table 1 above. 2) Other Pass-Through Costs, which consist of Member Agency Franchise Fees and other fees which are paid to each Member Agency, and fees paid by Contractor to SBWMA for processing and Disposal (including transfer) of materials delivered by Contractor to the Designated Transfer and Processing Facility. Other Pass-Through Costs are not part of Contractor’s Compensation, but are included in the Revenue Requirement (see Section 13 below). As part of SBWMA’s report on Contractor’s Application (see Section 11 below), SBWMA shall estimate the total amount of Other Pass-Through Costs and the portion thereof attributable to each Member Agency. Estimated Franchise Fees and other fees are calculated separately for each Member Agency, and therefore do not need to be allocated. SBWMA will estimate total payments by Contractor to SBWMA for processing and Disposal fees, based on total Tonnages of Solid Waste, Recyclable Materials, and Organic Materials projected to be delivered to the Designated Transfer and Processing Facility for the coming Rate Year. Such fees shall be allocated ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K Model Agreement for Adaptation by Member Agencies Contractor’s Compensation and Rate Setting Process Page 22 of 24 to each Member Agency based on total Tonnages of each type of material projected to be delivered to the Designated Transfer and Processing Facility from each Member Agency. 10. Revenue Reconciliation of Gross Revenue Billed to Approved Contractor’s Compensation for Most-Recently Completed Year Annually, Contractor’s Net Revenue Billed for the most-recently completed Rate Year will be reconciled to the Contractor’s Compensation approved for the most-recently completed Rate Year. The difference will be added to or subtracted from Contractors’ Compensation for the coming Rate Year. Contractor shall report the Revenue Reconciliation annually by March 31 of each year (in a format to be approved by SBWMA), commencing in 2020 so that it can be included with the Application for Rate Year Eleven (2021) Contractor’s Compensation, which is due June 15, 2020. The report shall include the following: a. Statement of Gross Revenue Billed for the most-recently completed Rate Year for each Member Agency, by Service Sector and Lines of Business specified in Section 4. b. Statement of Other Pass-Through Costs by Member Agency by Service Sectors and Lines of Business specified in Section 4. c. Statement of Revenues Billed attributable to additional services defined in Attachment Q by Member Agency with adjustment for Backyard Collection Service pursuant to Section 11.03 of the Agreement. Subtracting the sum of items b and c from a, yields Net Revenue Billed. [The calculation is: a - (b + c) = Net Revenue Billed.] Net Revenue Billed is compared to the approved Contractor’s Compensation and the surplus, or shortfall, is determined. The reconciliation shall be performed separately for each Member Agency, resulting in a surplus or shortfall for each Member Agency. The amounts described in items a, b and c for the most-recently completed Rate Year must be included in the audited financial statement due by June 15. Any variance between the March 31 data and the final audited data must be explained and the Revenue Reconciliation report revised accordingly. The audited data will be considered in calculating the adjustment to Contractor’s Compensation for the following Rate Year. Payment(s) made by Contractor to SBWMA under Section 6.02 of the Agreement for transportation, Disposal and supplemental processing of Contaminated loads shall not be subtracted from Gross Revenue Billed. The revenue reconciliation process will not be carried out during the last Rate Year of the Term; however, notwithstanding the foregoing or any other provision of this Agreement, if Agency fails to set Rates in the final Rate Year of the Term so that Contractor is fully reimbursed for all Cap Carry Forwards elected by Agency, as is required by Section 5 and Section 13 of this Attachment K, then a final revenue reconciliation shall be conducted as provided in this paragraph. The process shall follow the above procedure and the procedure for preparation, review and approval of SBWMA staff reports set forth below. If the revenue reconciliation demonstrates that Contractor has been overcompensated for Agency’s Cap Carry Forwards through the Rates set by Agency, Contractor shall pay the surplus to Agency. If the revenue reconciliation demonstrates that Contractor has been undercompensated for Agency’s Cap Carry Forwards through the Rates set by Agency, Agency shall pay the shortfall to ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K Model Agreement for Adaptation by Member Agencies Contractor’s Compensation and Rate Setting Process Page 23 of 24 Contractor. The Parties and SBWMA shall use best efforts to finalize the revenue reconciliation process and effect any payments within one (1) year after the end of the Term. 11. Preparation and Review of Reports SBWMA staff will prepare a report on its review of the Application. The report will contain SBWMA staff findings on each of the following components of the Application. x Contractor’s Annual Costs of Operation x Contractor’s Pass-Through Costs x Calculated Profit x Revenue surplus or shortfall for the most-recently completed Rate Year, based on the Revenue Reconciliation described in Section 10 x Other Pass-Through Costs, including Contractor payments to SBWMA for processing and Disposal and to Agency for Franchise Fees and other fees x Total Revenue Requirement for Contractor for the coming Rate Year x Recommended overall percentage change in each Member Agency’s Rates x Discussion of issues for consideration by Member Agencies, including unresolved disagreements, if any, that Contractor has with the report’s findings and recommendations x Adjusted Attachment Q Charges for the coming Rate Year Annually in January of each Rate Year, SBWMA provides a report preparation timeline that is reviewed and approved by the Contractor. In accordance with the timeline (on or about before September 1 of each year), SBWMA staff will provide a draft of its report to Contractor and to each Member Agency for review and shall consider all comments received within ten (10) Business Days after the draft report is released. Agency will be responsible to include in its comments any special or intermittent Agency specific costs that should be included in Contractor’s Revenue Requirement for the next year. SBWMA staff will submit the final report to the SBWMA Board of Directors for consideration at a regular or special meeting held at a date specified in the timeline (which may be on or before September 30). Upon approval by the SBWMA Board, the report will be distributed to each Member Agency, in accordance with the timeline (on or before October 1). 12. Performance Incentives and Disincentives for Contractor’s Performance Contractor performance will be monitored against established and quantifiable standards in the areas of Diversion, Collection Performance, and Customer Service. Incentives have been designed to reward Contractor for outstanding levels of performance with regard to Diversion and Average Hold Time for Customer service calls. Disincentives (in the form of reduced compensation to Contractor) may be assessed for substandard performance related to: diversion level attained (i.e., Single-Family and Commercial sectors), Missed Pick-Up Collection Events, Average Hold Time, and Calls Answered in Ninety (90) Seconds. The Performance Incentives and Disincentives are detailed in Attachment I. Payment related to Performance Incentives and Disincentives shall be included in Contractor’s Application. Contractor’s ATTACHMENT K CONTRACTOR’S COMPENSATION AND RATE SETTING PROCESS Collection Services Franchise Agreement with Recology San Mateo County Attachment K Model Agreement for Adaptation by Member Agencies Contractor’s Compensation and Rate Setting Process Page 24 of 24 Compensation for the coming Rate Year will be increased or decreased by the net amount of Performance Incentive payments and Disincentive assessments calculated. 13. Rate Setting Member Agencies shall review their Collection Rates, including Charges on Attachment Q for additional services, annually (or as frequently as they determine necessary) and adjust them in amount and with an effective date sufficient to achieve the Revenue Requirement projected for that year in the SBWMA report. The Revenue Requirement consists of: (i) the Agency’s share of Contractor’s Compensation; (ii) an adjustment to reflect a revenue shortfall or surplus for the most-recently completed Rate Year; (iii) Other Pass-Through Costs including, but not limited to, Franchise Fees and others fees and payments to SBWMA for processing and Disposal; and, (iv) Performance Incentive and Disincentive payments due, if any. Annually, Agency shall adjust Contractor’s Charges specified in Attachment Q for additional services for 100% in the Annual Index Change for the CPI-U. ATTACHMENT M AGENCY’S FRANCHISE FEES AND OTHER FEES Franchise Agreement for Collection Services with Recology San Mateo County Attachment M City of Burlingame Agency’s Franchise Fees and Other Fees Page 1 of 1 FRANCHISE FEE In consideration of the exclusive franchise granted to Contractor by this Agreement, Contractor shall pay to Agency an annual Franchise Fee payment of eight percent (8%). LANDFILL CLOSURE FEE The Agency must finance the federal and State mandated costs associated with the long-term monitoring requirements of the former landfill located along the San Francisco Bay shore. The Regional Water Quality Control Board and the Bay Area Air Quality Management District require on-going sampling and analysis of ground water and air quality. In addition, the former landfill is required to extract landfill gas and burn it using a flare system. The annual cost of monitoring, testing and continued engineering support approximately 5% of Agency’s revenue requirements. The Agency shall include this amount in Rates and Contractor shall pay to Agency as a separate item. ADMINISTRATIVE/AB 939 PAYMENT The Agency approved a 2% Rate adjustment to Residential and Commercial Customers in the 2008 rate year to augment the current level of Recycling services and programs offered to Single-Family, Multi-Family and Commercial Customers in Agency. The funds provide financial resources for Agency to implement and administer these programs as outlined in Agency’s approved Climate Action Plan. The Agency shall include this amount in future Rates and Contractor shall pay to Agency as a separate item. STEAM CLEANING OF PUBLIC WASTE AND RECYCLING RECEPTACLES The Agency collects $158,100 for the steam cleaning and sanitizing of all Agency-owned Solid Waste and Recycling receptacles located within the business districts. The Agency shall include this amount in future Rates and Contractor shall pay to Agency as a separate item. STREET SWEEPING FEE The Agency collects $291,600 annually for street sweeping of Agency streets. The Agency shall include this amount in future Rates and Contractor shall pay to Agency as a separate item. CITY MANAGEMENT FEE The Agency collects $58,000 annually for the cost of managing this Agreement. The Agency shall include this amount in future Rates and Contractor shall pay to Agency as a separate item. RATE STABILIZATION FEE The Agency approved a 1% Rate adjustment to Residential and Commercial Customers which shall be used to offset future Rate increases. The Agency shall include this amount in future Rates and Contractor shall pay to Agency as a separate item. SBWMA COLLECTION AGREEMENTAttachment N: Form A & BContractor's CompensationCONTRACTOR'S TOTAL COMPENSATION - DETAILTOTAL SBWMAProposedCompensation - 2021Single Family DwellingMFD & CommercialMember Agency FacilitiesTotal Service SectorsAnnual Cost of OperationsWages for CBAs 19,343,478 10,688,629 8,441,352 213,497 19,343,478 Benefits for CBAs 8,989,037 5,094,383 3,794,848 99,806 8,989,037 Payroll Taxes1,609,377 889,294 702,320 17,763 1,609,377 Workers Compensation Insurance1,378,158 761,530 601,419 15,210 1,378,158 Total Direct Labor Related-Costs31,320,051 17,433,836 13,539,939 346,276 31,320,051 Direct Fuel Costs2,091,532 1,217,685 846,740 27,107 2,091,532 Other Direct Costs2,894,742 1,621,306 1,222,303 51,133 2,894,742 Depreciation - Collection Vehicles3,056,022 1,784,658 1,163,316 108,048 3,056,022 - Containers1,178,150 876,951 301,199 - 1,178,150 4,234,172 2,661,609 1,464,516 108,048 4,234,172 Allocated Indirect CostsGeneral and Administrative9,456,605 5,487,883 3,718,016 250,706 9,456,605 Operations1,928,415 1,119,103 758,187 51,125 1,928,415 Vehicle Maintenance3,685,656 2,138,871 1,449,075 97,711 3,685,656 Container Maintenance1,358,991 788,653 534,310 36,029 1,358,991 Total Allocated Indirect Costs16,429,667 9,534,510 6,459,587 435,570 16,429,667 Total Allocated Indirect Depreciation Costs117,650 68,238 45,884 3,528 117,650 Total Annual Cost of Operations57,087,814 32,537,183 23,578,969 971,663 57,087,814 Profit5,992,644 3,415,505 2,475,140 101,998 5,992,644 Operating Ratio90.5%Total Operating Costs63,080,458 35,952,688 26,054,109 1,073,660 63,080,458 Contractor Pass-Through CostsInterest Expense11,145,186 652,756 469,526 22,904 1,145,186 Total Contractor Pass-Through Costs1,145,186 652,756 469,526 22,904 1,145,186 BASE CONTRACTOR'S COMPENSATION64,225,644 36,605,444 26,523,635 1,096,564 64,225,644 1 Interest expense excludes interest on bin container purchases.Direct Labor-Related Costs Total DepreciationFranchise Agreement for Collection Services with Recology San Mateo County City of BurlingameAttachment NContractor's Compensation and Operating Statistics 1 of 121 SBWMA COLLECTION AGREEMENTAttachment N: Form CTOTAL CONTRACTOR'S COMPENSATION BY MEMBER AGENCYProposed Compensation 20212021 Projected TotalAtherton Belmont Burlingame E Palo Alto Foster City Hillsborough Menlo Park North Fair Oaks Redwood City San Carlos San Mateo West BayUnincorp S.M. CountyAnnual Cost of OperationsWages for CBAs $19,343,478 $494,498 $1,256,552 $1,953,017 $781,591 $1,164,855 $621,506 $1,938,079 $611,182 $3,438,223 $1,690,035 $4,345,145 $323,991 $724,805Benefits for CBAs $8,989,037 $232,423 $584,394 $893,674 $365,959 $539,670 $293,343 $893,507 $286,606 $1,600,910 $782,766 $2,020,403 $152,570 $342,812Payroll Taxes$1,609,377 $41,142 $104,545 $162,491 $65,028 $96,916 $51,709 $161,248 $50,850 $286,060 $140,611 $361,516 $26,956 $60,304Workers Compensation Insurance$1,378,158$35,231$89,525$139,145$55,686$82,992$44,280$138,082$43,545$244,962$120,410$309,577$23,083$51,640Total Direct Labor Related-Costs$31,320,051 $803,295 $2,035,016 $3,148,328 $1,268,265 $1,884,434 $1,010,838 $3,130,916 $992,183 $5,570,154 $2,733,821 $7,036,642 $526,600 $1,179,560Direct Fuel Costs$2,091,532 $58,260 $132,595 $194,552 $88,906 $126,958 $73,999 $221,729 $65,153 $369,209 $190,123 $451,915 $37,057 $81,077Other Direct Costs$2,894,742 $77,717 $183,886 $277,712 $121,818 $175,274 $98,312 $309,014 $89,142 $511,702 $262,850 $628,805 $49,718 $108,791Depreciation - Collection Vehicles$3,056,022 $87,984 $193,109 $286,736 $127,419 $184,198 $110,471 $332,013 $92,641 $535,114 $280,194 $652,936 $54,173 $119,033 - Containers$1,178,150$36,671$77,090$102,553$52,636$73,460$37,043$113,697$36,566$209,708$105,767$258,681$22,873$51,406$4,234,172 124,655 270,198 389,289 180,055 257,658 147,514 445,710 129,207 744,823 385,960 911,617 77,046 170,439Allocated Indirect CostsGeneral and Administrative$9,456,605 $147,775 $580,446 $891,820 $465,831 $585,320 $221,524 $985,912 $278,558 $1,765,927 $898,901 $2,129,965 $148,491 $356,136Operations$1,928,415 $57,092 $122,058 $188,494 $78,967 $119,502 $70,740 $210,877 $55,200 $330,481 $177,843 $408,578 $34,487 $74,096Vehicle Maintenance$3,685,656 $109,117 $233,281 $360,256 $150,924 $228,397 $135,202 $403,036 $105,500 $631,627 $339,900 $780,888 $65,913 $141,614Container Maintenance$1,358,991$32,288$84,436$128,796$63,993$87,764$33,804$148,940$39,159$242,090$123,731$302,615$21,729$49,647Total Allocated Indirect Costs$16,429,667 $346,272 $1,020,221 $1,569,366 $759,715 $1,020,982 $461,270 $1,748,765 $478,418 $2,970,124 $1,540,374 $3,622,046 $270,620 $621,493Total Allocated Indirect Depreciation Costs$117,650 $3,466 $7,409 $11,716 $4,851 $7,246 $4,301 $12,848 $3,323 $20,229 $10,754 $24,916 $2,084 $4,508Annual Implementation Cost Amortization$0$0$0$0$0$0$0$0$0$0$0$0$0$0Total Annual Cost of Operations $57,087,8141,413,665 3,649,327 5,590,961 2,423,609 3,472,553 1,796,233 5,868,981 1,757,425 10,186,241 5,123,883 12,675,941 963,126 2,165,868Profit$5,992,644$148,396$383,078$586,897$254,412$364,522$188,555$616,081$184,481$1,069,274$537,866$1,330,624$101,102$227,356Operating Ratio90.5% 90.5% 90.5% 90.5% 90.5% 90.5% 90.5% 90.5% 90.5% 90.5% 90.5% 90.5% 90.5% 90.5%Total Operating Cost$63,080,458 $1,562,061 $4,032,405 $6,177,858 $2,678,021 $3,837,075 $1,984,788 $6,485,062 $1,941,906 $11,255,515 $5,661,749 $14,006,565 $1,064,228 $2,393,224Contractor Pass-Through CostsInterest Expense1$1,145,186 $31,098 $72,732 $108,271 $48,509 $70,556 $36,431 $123,263 $35,298 $202,557 $105,128 $248,574 $19,617 $43,153BASE CONTRACTOR'S COMPENSATION$64,225,644 $1,593,158 $4,105,137 $6,286,129 $2,726,530 $3,907,631 $2,021,219 $6,608,325 $1,977,205 $11,458,072 $5,766,877 $14,255,139 $1,083,844 $2,436,3771 Interest expense excludes interest on bin container purchases.2021 CostsBASE COLLECTION COSTSDirect Labor-Related Costs Total DepreciationFranchise Agreement for Collection Services with Recology San Mateo County City of BurlingameAttachment NContractor's Compensation and Operating Statistics 2 of 121 SBWMA COLLECTION AGREEMENT Proposed Compensation2021D. City of Burlingame Allocated Costs - SFDTotalCity # of accounts 6,626 6,612 6,526 2,0186,626.00 SBWMA # of accounts 94,580 94,372 90,725 29,50494,580.00 City # of accounts %7.0% 7.0% 7.2% 6.8% 7.0% City Total Route Labor hours year 3,016.64 2,425.28 2,694.59 892.319,028.82 SBWMA Total Route Labor hours year 46,232.55 42,856.20 39,114.12 13,045.24141,248.11 City Total Route Labor hours year %6.5% 5.7% 6.9% 6.8% 6.4%City # of route hours/year 2,798.65 2,166.28 2,233.00 892.318,090.24 SBWMA # of route hours/year42,847.89 38,380.04 34,949.16 13,045.24129,222.33 City Total Route Labor hours year %6.5% 5.6% 6.4% 6.8% 6.3%City Total Containers in Service 6,697 6,719 6,699 2,01822,133.00 SBWMA Total Containers in Service 96,806 96,284 99,941 29,504322,535.00 City Total Containers in Service %6.9% 7.0% 6.7% 6.8% 6.9%Single Family DwellingABCDAnnual Cost of OperationsWages for CBAs $253,062 $180,733 $187,346 $61,363 $682,504 Benefits for CBAs $116,913 $87,141 $88,196 $33,005 $325,255Payroll Taxes $21,055 $15,037 $15,587 $5,105 $56,784Workers Compensation Insurance$18,030$12,876$13,348$4,372$48,626Total Direct Labor Related-Costs $409,060 $295,787 $304,477 $103,845 $1,113,170Direct Fuel Costs $26,736 $23,608 $22,215 $2,900 $75,459Other Direct Costs $35,210 $31,091 $29,620 $4,637 $100,559Depreciation - Collection Vehicles $39,905 $32,353 $35,872 $2,672 $110,802Depreciation - Containers $18,572 $19,301 $22,247 $0 $60,120$58,477 $51,654 $58,119 $2,672 $170,923$0 $0 $0 $0 $0Allocated Indirect Costs excluding Depreciation and Interest (Form 9)General and Administrative $124,266 $129,139 $129,328 $4,992 $387,726Operations $23,626 $21,215 $23,426 $1,018 $69,284Vehicle Maintenance $45,154 $40,547 $44,772 $1,946 $132,419Container Maintenance $17,634 $18,484 $17,319 $717$54,155Total Allocated Indirect Costs excluding Depreciation and Interest $210,681 $209,385 $214,844 $8,674 $643,583Total Allocated Indirect Depreciation Costs (Form 9) $1,426 $1,284 $1,453 $62 $4,226Annual Implementation Cost Amortization (Form A) $0 $0 $0 $0 $0Total Annual Cost of Operations$741,590 $612,809 $630,729 $122,791 $2,107,919Profit (insert Operating Ratio below)$77,846 $64,328 $66,209 $12,890 $221,27390.5%Total Proposed Costs before Pass-Through Cost Allocation$819,437 $677,137 $696,938 $135,680 $2,329,192Contractor Pass-Through CostsInterest Expense $14,341 $12,668 $14,254 $655 $41,919Total Contractor Pass-Through Costs$14,341$12,668$14,254$655$41,919TOTAL BASE CONTRACTOR'S COMPENSATION$833,778$689,805$711,192$136,336$2,371,111Accounts Accounts Accounts2014 6,604 6,604 6,6042015 6,608 6,608 6,6082016 6,626 6,626 6,626Rolling Three-Year Average 6,613 6,613 6,613Single Family Dwelling TotalTargeted Recyclable MaterialsStatistics Used for Year 2021 Cost Allocation OnlySolid WasteOrganic Materials (including Holiday Trees)Two On-Call Collection EventsService Level Statistics Used for Future Service Level Cost Adjustments Lease Direct Labor-Related Costs Depreciation for Collection Equipment Franchise Agreement for Collection Services with Recology San Mateo County City of Burlingame Attachment NContractor's Compensation and Operating Statistics 21 of 121 SBWMA COLLECTION AGREEMENT Proposed Compensation2021D. City of Burlingame Allocated Costs - SFDPY CPI-W-Wages (2017 Listed as Example) 264.176 264.176 264.176 264.176CY CPI-W-Wages (2017 Listed as Example) 264.176 264.176 264.176 264.176CPI-W-Wages Adjustement 100.0% 100.0% 100.0% 100.0%PY CPI-W-Medical (2017 Listed as Example) 477.815 477.815 477.815 477.815CY CPI-W-Medical (2017 Listed as Example) 477.815 477.815 477.815 477.815CPI-W-Medical Adjustement 100.0% 100.0% 100.0% 100.0%PY CPI-U-Motor Fuel (2017 Listed as Example) 209.252 209.252 209.252 209.252CY CPI-U-Motor Fuel (2017 Listed as Example) 209.252 209.252 209.252 209.252CPI-U-Motor Fuel Adjustement 100.0% 100.0% 100.0% 100.0%PY CPI-U (2017 Listed as Example) 269.983 269.983 269.983 269.983CY CPI-U (2017 Listed as Example) 269.983 269.983 269.983 269.983CPI-U Adjustement 100.0% 100.0% 100.0% 100.0%Single Family DwellingABCDAnnual Cost of OperationsWages for CBAs $253,062 $180,733 $187,346 $61,363 $682,504Benefits for CBAs$116,913 $87,141 $88,196 $33,005 $325,255Payroll Taxes $21,055 $15,037 $15,587 $5,105 $56,784Workers Compensation Insurance$18,030$12,876$13,348$4,372$48,626Total Direct Labor Related-Costs $409,060 $295,787 $304,477 $103,845 $1,113,170Direct Fuel Costs $26,736 $23,608 $22,215 $2,900 $75,459Other Direct Costs $35,210 $31,091 $29,620 $4,637 $100,559Depreciation - Collection Vehicles $39,905 $32,353 $35,872 $2,672 $110,802Depreciation - Containers $18,572 $19,301 $22,247 $0 $60,120$58,477 $51,654 $58,119 $2,672 $170,923$0 $0 $0 $0 $0Allocated Indirect Costs excluding Depreciation and Interest (Form 9)General and Administrative $124,266 $129,139 $129,328 $4,992 $387,726Operations $23,626 $21,215 $23,426 $1,018 $69,284Vehicle Maintenance $45,154 $40,547 $44,772 $1,946 $132,419Container Maintenance $17,634 $18,484 $17,319 $717$54,155Total Allocated Indirect Costs excluding Depreciation and Interest $210,681 $209,385 $214,844 $8,674 $643,583Total Allocated Indirect Depreciation Costs (Form 9) $1,426 $1,284 $1,453 $62 $4,226Annual Implementation Cost Amortization (Form A) $0 $0 $0 $0 $0Total Annual Cost of Operations$741,590 $612,809 $630,729 $122,791 $2,107,919Profit (insert Operating Ratio below)$77,846 $64,328 $66,209 $12,890 $221,27390.5%Total Proposed Costs before Pass-Through Cost Allocation$819,437 $677,137 $696,938 $135,680 $2,329,192Contractor Pass-Through CostsInterest Expense $14,341 $12,668 $14,254 $655 $41,919Total Contractor Pass-Through Costs$14,341$12,668$14,254$655$41,919TOTAL BASE CONTRACTOR'S COMPENSATION$833,778$689,805$711,192$136,336$2,371,111LeaseDirect Labor-Related Costs Depreciation for Collection EquipmentStep 1: Index Based AdjustementsSolid WasteTargeted Recyclable MaterialsOrganic Materials (including Holiday Trees)Two On-Call Collection EventsSingle Family Dwelling TotalFranchise Agreement for Collection Services with Recology San Mateo County City of Burlingame Attachment NContractor's Compensation and Operating Statistics 22 of 121 SBWMA COLLECTION AGREEMENT Proposed Compensation2021D. City of Burlingame Allocated Costs - SFDAccounts Accounts Accounts2014 6,604 6,604 6,6042015 6,608 6,608 6,6082016 6,626 6,626 6,626Prior Year Rolling Three-Year Average 6,613 6,613 6,613Accounts Accounts Accounts2014 6,604 6,604 6,6042015 6,608 6,608 6,6082016 6,626 6,626 6,626Current Year Rolling Three-Year Average 6,613 6,613 6,613100% Service Level Adjustment Factor100.0% 100.0% 100.0%165% Service Level Adjustment Factor100.0% 100.0% 100.0%1Single Family DwellingABCDAnnual Cost of OperationsWages for CBAs $253,062 $180,733 $187,346 $61,363 $682,504Benefits for CBAs$116,913 $87,141 $88,196 $33,005 $325,255Payroll Taxes $21,055 $15,037 $15,587 $5,105 $56,784Workers Compensation Insurance$18,030$12,876$13,348$4,372$48,626Total Direct Labor Related-Costs $409,060 $295,787 $304,477 $103,845 $1,113,170Direct Fuel Costs $26,736 $23,608 $22,215 $2,900 $75,459Other Direct Costs $35,210 $31,091 $29,620 $4,637 $100,559Depreciation - Collection Vehicles $39,905 $32,353 $35,872 $2,672 $110,802Depreciation - Containers $18,572 $19,301 $22,247 $0 $60,120$58,477 $51,654 $58,119 $2,672 $170,923$0 $0 $0 $0 $0Allocated Indirect Costs excluding Depreciation and Interest (Form 9)General and Administrative $124,266 $129,139 $129,328 $4,992 $387,726Operations $23,626 $21,215 $23,426 $1,018 $69,284Vehicle Maintenance $45,154 $40,547 $44,772 $1,946 $132,419Container Maintenance $17,634 $18,484 $17,319 $717$54,155Total Allocated Indirect Costs excluding Depreciation and Interest $210,681 $209,385 $214,844 $8,674 $643,583Total Allocated Indirect Depreciation Costs (Form 9) $1,426 $1,284 $1,453 $62 $4,226Annual Implementation Cost Amortization (Form A) $0 $0 $0 $0 $0Total Annual Cost of Operations$741,590 $612,809 $630,729 $122,791 $2,107,919Profit (insert Operating Ratio below)$77,846 $64,328 $66,209 $12,890 $221,27390.5%Total Proposed Costs before Pass-Through Cost Allocation$819,437 $677,137 $696,938 $135,680 $2,329,192Contractor Pass-Through CostsInterest Expense $14,341 $12,668 $14,254 $655 $41,919Total Contractor Pass-Through Costs$14,341$12,668$14,254$655$41,919TOTAL BASE CONTRACTOR'S COMPENSATION$833,778$689,805$711,192$136,336$2,371,111Depreciation for Collection EquipmentLeaseDirect Labor-Related Costs Solid WasteTargeted Recyclable MaterialsOrganic Materials (including Holiday Trees)Step 2: Service Level AdjustmentsTwo On-Call Collection EventsSingle Family Dwelling TotalFranchise Agreement for Collection Services with Recology San Mateo County City of Burlingame Attachment NContractor's Compensation and Operating Statistics 23 of 121 SBWMA COLLECTION AGREEMENT Proposed Compensation2021D. City of Burlingame Allocated Costs - MFD & CommercialTotalCity # of Accounts 1,382 1,388 221 20 2,0183,011.00 SBWMA # Accounts 10,332.00 10,210.00 1,712.00 195.00 29,504.0022,449.00 City # of Accounts %13.4% 13.6% 12.9% 10.3% 6.8% 13.4% City Total Route Labor hours year 6,865.99 3,795.01 739.45 1,617.92 892.3113,018.37 SBWMA Total Route Labor hours year 47,871.85 27,111.92 6,356.65 6,167.11 13,045.2487,507.53 City Total Route Labor hours year %14.3% 14.0% 11.6% 26.2% 6.8% 14.9%City # of route hours/year 4,061.34 3,411.82 699.76 1,617.92 892.319,790.84 SBWMA # of route hours/year31,307.08 25,241.12 6,046.06 6,167.11 13,045.2468,761.37 City # of route hours/year %13.0% 13.5% 11.6% 26.2% 6.8% 14.2%City Total Containers in Service 2,494 2,686 296 27 2,0185,503.00 SBWMA Total Containers in Service 17,258.00 19,703.00 2,059.00 333.00 29,504.0039,353.00 City Total Containers in Service %14.5% 13.6% 14.4% 8.1% 6.8% 14.0%MFD & CommercialEFGHJAnnual Cost of OperationsWages for CBAs $728,923 $282,906 $81,694 $128,834 $9,891 $1,232,248 Benefits for CBAs $347,565 $126,717 $25,711 $45,673 $4,865 $550,531Payroll Taxes $60,646 $23,538 $6,797 $10,719 $823 $102,523Workers Compensation Insurance$51,933$20,156$5,821$9,178$705$87,793Total Direct Labor Related-Costs $1,189,067 $453,317 $120,023 $194,404 $16,283 $1,973,094Direct Fuel Costs $62,907 $27,624 $10,931 $12,405 $1,076 $114,942Other Direct Costs $86,577 $44,468 $13,262 $23,537 $1,480 $169,324Depreciation - Collection Vehicles $77,518 $41,464 $19,506 $19,806 $1,024 $159,319Depreciation - Containers $17,456 $12,413 $12,308 $0 $256 $42,433$94,974 $53,878 $31,814 $19,806 $1,280 $201,752$0 $0 $0 $0 $0 $0Allocated Indirect Costs excluding Depreciation and Interest (Form 9)General and Administrative $125,863 $135,347 $151,492 $59,270 $2,052 $474,026Operations $24,892 $27,443 $27,698 $30,916 $419 $111,367Vehicle Maintenance $47,575 $52,450 $52,937 $59,087 $800 $212,849Container Maintenance$19,542$19,505$24,245$6,734$295$70,320Total Allocated Indirect Costs excluding Depreciation and Interest $217,873 $234,745 $256,372 $156,007 $3,566 $868,562Total Allocated Indirect Depreciation Costs (Form 9) $1,569 $1,685 $1,443 $2,224 $26 $6,947Annual Implementation Cost Amortization (Form A) $0 $0 $0 $0 $0 $0Total Annual Cost of Operations$1,652,966 $815,716 $433,845 $408,384 $23,710 $3,334,621Profit (insert Operating Ratio below)$173,515.79 $85,628 $45,542 $42,869 $2,489 $350,04390.5%Total Proposed Costs before Pass-Through Cost Allocation$1,826,482 $901,344 $479,386 $451,253 $26,199 $3,684,664Contractor Pass-Through CostsInterest Expense $29,577 $16,779 $9,908 $6,168 $399 $62,830Total Contractor Pass-Through Costs$29,577$16,779$9,908$6,168$399$62,830TOTAL BASE CONTRACTOR'S COMPENSATION$1,856,059$918,122$489,294$457,421$26,598$3,747,494Lifts Lifts Lifts Hauls2014 200,356 201,591 29,575 1,4862015 200,746 212,459 31,772 1,4202016 195,507 212,953 35,698 1,590Rolling Three-Year Average 198,870 209,001 32,348 1,499MFD & Commercial TotalStatistics Used for Year 2021 Cost Allocation OnlyCart and Bin Solid WasteService Level Statistics Used for Future Service Level Cost AdjustmentsTotal Drop Box Services (All Materials) Lease Direct Labor-Related Costs Depreciation for Collection Equipment Cart and Bin Recyclable MaterialsCart and Bin Organic Materials (including Holiday Trees)Two On-Call Collection EventsFranchise Agreement for Collection Services with Recology San Mateo County City of Burlingame Attachment NContractor's Compensation and Operating Statistics 24 of 121 SBWMA COLLECTION AGREEMENT Proposed Compensation2021D. City of Burlingame Allocated Costs - MFD & CommercialPY CPI-W-Wages (2017 Listed as Example) 264.176 264.176 264.176 264.176 264.176CY CPI-W-Wages (2017 Listed as Example) 264.176 264.176 264.176 264.176 264.176CPI-W-Wages Adjustement 100.0% 100.0% 100.0% 100.0% 100.0%PY CPI-W-Medical (2017 Listed as Example) 477.815 477.815 477.815 477.815 477.815CY CPI-W-Medical (2017 Listed as Example) 477.815 477.815 477.815 477.815 477.815CPI-W-Medical Adjustement 100.0% 100.0% 100.0% 100.0% 100.0%PY CPI-U-Motor Fuel (2017 Listed as Example) 209.252 209.252 209.252 209.252 209.252CY CPI-U-Motor Fuel (2017 Listed as Example) 209.252 209.252 209.252 209.252 209.252CPI-U-Motor Fuel Adjustement 100.0% 100.0% 100.0% 100.0% 100.0%PY CPI-U (2017 Listed as Example) 269.983 269.983 269.983 269.983 269.983CY CPI-U (2017 Listed as Example) 269.983 269.983 269.983 269.983 269.983CPI-U Adjustement 100.0% 100.0% 100.0% 100.0% 100.0%MFD & CommercialEFGHJAnnual Cost of OperationsWages for CBAs $728,923 $282,906 $81,694 $128,834 $9,891 $1,232,248Benefits for CBAs$347,565 $126,717 $25,711 $45,673 $4,865 $550,531Payroll Taxes $60,646 $23,538 $6,797 $10,719 $823 $102,523Workers Compensation Insurance$51,933$20,156$5,821$9,178$705$87,793Total Direct Labor Related-Costs $1,189,067 $453,317 $120,023 $194,404 $16,283 $1,973,094Direct Fuel Costs $62,907 $27,624 $10,931 $12,405 $1,076 $114,942Other Direct Costs $86,577 $44,468 $13,262 $23,537 $1,480 $169,324Depreciation - Collection Vehicles $77,518 $41,464 $19,506 $19,806 $1,024 $159,319Depreciation - Containers $17,456 $12,413 $12,308 $0 $256 $42,433$94,974 $53,878 $31,814 $19,806 $1,280 $201,752$0 $0 $0 $0 $0 $0Allocated Indirect Costs excluding Depreciation and Interest (Form 9)General and Administrative $125,863 $135,347 $151,492 $59,270 $2,052 $474,026Operations $24,892 $27,443 $27,698 $30,916 $419 $111,367Vehicle Maintenance $47,575 $52,450 $52,937 $59,087 $800 $212,849Container Maintenance $19,542 $19,505 $24,245 $6,734 $295$70,320Total Allocated Indirect Costs excluding Depreciation and Interest $217,873 $234,745 $256,372 $156,007 $3,566 $868,562Total Allocated Indirect Depreciation Costs (Form 9) $1,569 $1,685 $1,443 $2,224 $26 $6,947Annual Implementation Cost Amortization (Form A) $0 $0 $0 $0 $0 $0Total Annual Cost of Operations$1,652,966 $815,716 $433,845 $408,384 $23,710 $3,334,621Profit (insert Operating Ratio below)$173,516 $85,628 $45,542 $42,869 $2,489 $350,04390.5%Total Proposed Costs before Pass-Through Cost Allocation$1,826,482 $901,344 $479,386 $451,253 $26,199 $3,684,664Contractor Pass-Through CostsInterest Expense $29,577 $16,779 $9,908 $6,168 $399 $62,830Total Contractor Pass-Through Costs$29,577$16,779$9,908$6,168$399$62,830TOTAL BASE CONTRACTOR'S COMPENSATION$1,856,059$918,122$489,294$457,421$26,598$3,747,494LeaseDirect Labor-Related Costs Depreciation for Collection EquipmentTwo On-Call Collection EventsMFD & Commercial TotalStep 1: Index Based AdjustementsCart and Bin Solid WasteCart and Bin Recyclable MaterialsCart and Bin Organic Materials (including Holiday Trees)Total Drop Box Services (All Materials)Franchise Agreement for Collection Services with Recology San Mateo County City of Burlingame Attachment NContractor's Compensation and Operating Statistics 25 of 121 SBWMA COLLECTION AGREEMENT Proposed Compensation2021D. City of Burlingame Allocated Costs - MFD & CommercialLifts Lifts Lifts Hauls2014 200,356 201,591 29,575 1,4862015 200,746 212,459 31,772 1,4202016 195,507 212,953 35,698 1,590Prior Year Rolling Three-Year Average 198,870 209,001 32,348 1,499Lifts Lifts Lifts Hauls2014 200,356 201,591 29,575 1,4862015 200,746 212,459 31,772 1,4202016 195,507 212,953 35,698 1,590Current Year Rolling Three-Year Average 198,870 209,001 32,348 1,499100% Service Level Adjustment Factor100.0% 100.0% 100.0% 100.0%165% Service Level Adjustment Factor100.0% 100.0% 100.0% 100.0%1MFD & CommercialEFGHJAnnual Cost of OperationsWages for CBAs $728,923 $282,906 $81,694 $128,834 $9,891 $1,232,248Benefits for CBAs$347,565 $126,717 $25,711 $45,673 $4,865 $550,531Payroll Taxes $60,646 $23,538 $6,797 $10,719 $823 $102,523Workers Compensation Insurance$51,933$20,156$5,821$9,178$705$87,793Total Direct Labor Related-Costs $1,189,067 $453,317 $120,023 $194,404 $16,283 $1,973,094Direct Fuel Costs $62,907 $27,624 $10,931 $12,405 $1,076 $114,942Other Direct Costs $86,577 $44,468 $13,262 $23,537 $1,480 $169,324Depreciation - Collection Vehicles $77,518 $41,464 $19,506 $19,806 $1,024 $159,319Depreciation - Containers $17,456 $12,413 $12,308 $0 $256 $42,433$94,974 $53,878 $31,814 $19,806 $1,280 $201,752$0 $0 $0 $0 $0 $0Allocated Indirect Costs excluding Depreciation and Interest (Form 9)General and Administrative $125,863 $135,347 $151,492 $59,270 $2,052 $474,026Operations $24,892 $27,443 $27,698 $30,916 $419 $111,367Vehicle Maintenance $47,575 $52,450 $52,937 $59,087 $800 $212,849Container Maintenance $19,542 $19,505 $24,245 $6,734 $295$70,320Total Allocated Indirect Costs excluding Depreciation and Interest $217,873 $234,745 $256,372 $156,007 $3,566 $868,562Total Allocated Indirect Depreciation Costs (Form 9) $1,569 $1,685 $1,443 $2,224 $26 $6,947Annual Implementation Cost Amortization (Form A) $0 $0 $0 $0 $0 $0Total Annual Cost of Operations$1,652,966 $815,716 $433,845 $408,384 $23,710 $3,334,621Profit (insert Operating Ratio below)$173,516 $85,628 $45,542 $42,869 $2,489 $350,04390.5%Total Proposed Costs before Pass-Through Cost Allocation$1,826,482 $901,344 $479,386 $451,253 $26,199 $3,684,664Contractor Pass-Through CostsInterest Expense $29,577 $16,779 $9,908 $6,168 $399 $62,830Total Contractor Pass-Through Costs$29,577$16,779$9,908$6,168$399$62,830TOTAL BASE CONTRACTOR'S COMPENSATION$1,856,059$918,122$489,294$457,421$26,598$3,747,494Depreciation for Collection EquipmentLeaseDirect Labor-Related Costs Two On-Call Collection EventsMFD & Commercial TotalCart and Bin Organic Materials (including Holiday Trees)Step 2: Service Level AdjustmentsTotal Drop Box Services (All Materials)Cart and Bin Solid WasteCart and Bin Recyclable MaterialsFranchise Agreement for Collection Services with Recology San Mateo County City of Burlingame Attachment NContractor's Compensation and Operating Statistics 26 of 121 SBWMA COLLECTION AGREEMENT Proposed Compensation2021D. City of Burlingame Allocated Costs - Agency FacilitiesTotalsCity # of Lifts per year 37,284 1,144 4,680 6,626 43,108.00SBWMA # Lifts per year (Accounts for Venues/Events) 242,307 16,744 65,039 94,580City # of Lifts per year %15.4% 6.8% 7.2% 7.0% City Total Route Labor hours year 1,121.36 21.82 66.42 395.39 1,604.991,209.60 SBWMA Total Route Labor hours year 4,706.39 236.00 993.06 5,935.45 City Total Route Labor hours year23.8% 9.2% 6.7% 27.0%City # of route hours/year 504.88 20.69 62.05 1,604.99587.62 SBWMA # of route hours/year2,599.51 224.16 939.57 5,935.45City # of route hours/year %19.4% 9.2% 6.6% 27.0%City # of Containers 17 13 22 6,69752.00SBWMA # of Conainers 842 256 528 96,806City # of Containers %2.0% 5.1% 4.2% 6.9%70% 1% 4% 25%Agency FacilitiesEGFHIAnnual Cost of OperationsWages for CBAs $24,878 $484 $1,474 $8,772 $2,657 $38,265 Benefits for CBAs $11,630 $226 $689 $4,101 $1,242 $17,888Payroll Taxes $2,070 $40 $123 $730 $221 $3,184Workers Compensation Insurance$1,772$34$105$625$189$2,726Total Direct Labor Related-Costs $40,351 $785 $2,390 $14,228 $4,310 $62,063Direct Fuel Costs $2,664 $52 $158 $939 $337 $4,151Other Direct Costs $5,025 $98 $298 $1,772 $636 $7,829Depreciation - Collection Vehicles $10,839 $211 $642 $3,822 $1,101 $16,615Depreciation - Containers $0 $0 $0 $0 $0 $0$10,839 $211 $642 $3,822 $1,101 $16,615$0 $0 $0 $0 $0 $0Allocated Indirect Costs excluding Depreciation and Interest (Form 9)General and Administrative (using lifts for Agency Costs) $20,310 $395 $1,203 $7,161 $999 $30,069Operations $5,065 $99 $300 $1,786 $592 $7,842Vehicle Maintenance $9,681 $188 $573 $3,413 $1,132 $14,988Container Maintenance (using lifts for Agency Costs) $2,919 $57 $173 $1,029 $144 $4,321Total Allocated Indirect Costs excluding Depreciation and Interest $37,975 $739 $2,249 $13,390 $2,867 $57,220Total Allocated Indirect Depreciation Costs (Form 9) $354 $7 $21 $125 $36 $542Annual Implementation Cost Amortization (Form A) $0 $0 $0 $0 $0 $0Total Annual Cost of Operations$97,208 $1,892 $5,758 $34,276 $9,288 $148,421Profit (insert Operating Ratio below)$10,204 $199 $604 $3,598 $975 $15,58090.5%Total Operating Costs before Pass-Through Cost Allocation$107,412 $2,090 $6,362 $37,874 $10,263 $164,001Contractor Pass-Through CostsInterest Expense $2,298 $45 $136 $810 $233 $3,522Total Contractor Pass-Through Costs$2,298$45$136$810$233$3,522TOTAL BASE CONTRACTOR'S COMPENSATION$109,710$2,135$6,498$38,684$10,496$167,523Lifts Lifts Lifts Hauls2014 33,488 884 1,976 2972015 37,258 988 2,210 4002016 37,284 1,144 4,680 401Rolling Three-Year Average 36,010 1,005 2,955 366Agency Facilities TotalStatistics Used for Year 2021 Cost Allocation OnlyCart and Bin Solid WasteCart and Bin Organic Materials Venues and EventsService Level Statistics Used for Future Service Level Cost AdjustmentsTotal Drop Box Services (All Materials) Lease Direct Labor-Related Costs Depreciation for Collection Equipment Cart and Bin Recyclable MaterialsFranchise Agreement for Collection Services with Recology San Mateo County City of Burlingame Attachment NContractor's Compensation and Operating Statistics 27 of 121 SBWMA COLLECTION AGREEMENT Proposed Compensation2021D. City of Burlingame Allocated Costs - Agency FacilitiesPY CPI-W-Wages (2017 Listed as Example) 264.176 264.176 264.176 264.176 264.176CY CPI-W-Wages (2017 Listed as Example) 264.176 264.176 264.176 264.176 264.176CPI-W-Wages Adjustement 100.0% 100.0% 100.0% 100.0% 100.0%PY CPI-W-Medical (2017 Listed as Example) 477.815 477.815 477.815 477.815 477.815CY CPI-W-Medical (2017 Listed as Example) 477.815 477.815 477.815 477.815 477.815CPI-W-Medical Adjustement 100.0% 100.0% 100.0% 100.0% 100.0%PY CPI-U-Motor Fuel (2017 Listed as Example) 209.252 209.252 209.252 209.252 209.252CY CPI-U-Motor Fuel (2017 Listed as Example) 209.252 209.252 209.252 209.252 209.252CPI-U-Motor Fuel Adjustement 100.0% 100.0% 100.0% 100.0% 100.0%PY CPI-U (2017 Listed as Example) 269.983 269.983 269.983 269.983 269.983CY CPI-U (2017 Listed as Example) 269.983 269.983 269.983 269.983 269.983CPI-U Adjustement 100.0% 100.0% 100.0% 100.0% 100.0%Agency FacilitiesEGFHIAnnual Cost of OperationsWages for CBAs $24,878 $484 $1,474 $8,772 $2,657 $38,265Benefits for CBAs$11,630 $226 $689 $4,101 $1,242 $17,888Payroll Taxes $2,070 $40 $123 $730 $221 $3,184Workers Compensation Insurance$1,772$34$105$625$189$2,726Total Direct Labor Related-Costs $40,351 $785 $2,390 $14,228 $4,310 $62,063Direct Fuel Costs $2,664 $52 $158 $939 $337 $4,151Other Direct Costs $5,025 $98 $298 $1,772 $636 $7,829Depreciation - Collection Vehicles $10,839 $211 $642 $3,822 $1,101 $16,615Depreciation - Containers $0 $0 $0 $0 $0 $0$10,839 $211 $642 $3,822 $1,101 $16,615$0 $0 $0 $0 $0 $0Allocated Indirect Costs excluding Depreciation and Interest (Form 9)General and Administrative (using lifts for Agency Costs) $20,310 $395 $1,203 $7,161 $999 $30,069Operations $5,065 $99 $300 $1,786 $592 $7,842Vehicle Maintenance $9,681 $188 $573 $3,413 $1,132 $14,988Container Maintenance (using lifts for Agency Costs) $2,919 $57 $173 $1,029 $144 $4,321Total Allocated Indirect Costs excluding Depreciation and Interest $37,975 $739 $2,249 $13,390 $2,867 $57,220Total Allocated Indirect Depreciation Costs (Form 9) $354 $7 $21 $125 $36 $542Annual Implementation Cost Amortization (Form A) $0 $0 $0 $0 $0 $0Total Annual Cost of Operations$97,208 $1,892 $5,758 $34,276 $9,288 $148,421Profit (insert Operating Ratio below)$10,204 $199 $604 $3,598 $975 $15,58090.5%Total Operating Costs before Pass-Through Cost Allocation$107,412 $2,090 $6,362 $37,874 $10,263 $164,001Contractor Pass-Through CostsInterest Expense $2,298 $45 $136 $810 $233 $3,522Total Contractor Pass-Through Costs$2,298$45$136$810$233$3,522TOTAL BASE CONTRACTOR'S COMPENSATION$109,710$2,135$6,498$38,684$10,496$167,523LeaseDirect Labor-Related Costs Depreciation for Collection EquipmentVenues and EventsAgency Facilities TotalCart and Bin Organic MaterialsCart and Bin Recyclable MaterialsTotal Drop Box Services (All Materials)Cart and Bin Solid WasteStep 1: Index Based AdjustementsFranchise Agreement for Collection Services with Recology San Mateo County City of Burlingame Attachment NContractor's Compensation and Operating Statistics 28 of 121 SBWMA COLLECTION AGREEMENT Proposed Compensation2021D. City of Burlingame Allocated Costs - Agency FacilitiesLifts Lifts Lifts Hauls2014 33,488 884 1,976 2972015 37,258 988 2,210 4002016 37,284 1,144 4,680 401Prior Year Rolling Three-Year Average 36,010 1,005 2,955 366Lifts Lifts Lifts Hauls2014 33,488 884 1,976 2972015 37,258 988 2,210 4002016 37,284 1,144 4,680 401Current Year Rolling Three-Year Average 36,010 1,005 2,955 366100% Service Level Adjustment Factor100.0% 100.0% 100.0% 100.0%165% Service Level Adjustment Factor100.0% 100.0% 100.0% 100.0%1Agency FacilitiesEGFHIAnnual Cost of OperationsWages for CBAs $24,878 $484 $1,474 $8,772 $2,657 $38,265Benefits for CBAs$11,630 $226 $689 $4,101 $1,242 $17,888Payroll Taxes $2,070 $40 $123 $730 $221 $3,184Workers Compensation Insurance$1,772$34$105$625$189$2,726Total Direct Labor Related-Costs $40,351 $785 $2,390 $14,228 $4,310 $62,063Direct Fuel Costs $2,664 $52 $158 $939 $337 $4,151Other Direct Costs $5,025 $98 $298 $1,772 $636 $7,829Depreciation - Collection Vehicles $10,839 $211 $642 $3,822 $1,101 $16,615Depreciation - Containers $0 $0 $0 $0 $0 $0$10,839 $211 $642 $3,822 $1,101 $16,615$0 $0 $0 $0 $0 $0Allocated Indirect Costs excluding Depreciation and Interest (Form 9)General and Administrative (using lifts for Agency Costs) $20,310 $395 $1,203 $7,161 $999 $30,069Operations $5,065 $99 $300 $1,786 $592 $7,842Vehicle Maintenance $9,681 $188 $573 $3,413 $1,132 $14,988Container Maintenance (using lifts for Agency Costs) $2,919 $57 $173 $1,029 $144 $4,321Total Allocated Indirect Costs excluding Depreciation and Interest $37,975 $739 $2,249 $13,390 $2,867 $57,220Total Allocated Indirect Depreciation Costs (Form 9) $354 $7 $21 $125 $36 $542Annual Implementation Cost Amortization (Form A) $0 $0 $0 $0 $0 $0Total Annual Cost of Operations$97,208 $1,892 $5,758 $34,276 $9,288 $148,421Profit (insert Operating Ratio below)$10,204 $199 $604 $3,598 $975 $15,58090.5%Total Operating Costs before Pass-Through Cost Allocation$107,412 $2,090 $6,362 $37,874 $10,263 $164,001Contractor Pass-Through CostsInterest Expense $2,298 $45 $136 $810 $233 $3,522Total Contractor Pass-Through Costs$2,298$45$136$810$233$3,522TOTAL BASE CONTRACTOR'S COMPENSATION$109,710$2,135$6,498$38,684$10,496$167,523Depreciation for Collection EquipmentLeaseAgency Facilities TotalDirect Labor-Related Costs Total Drop Box Services (All Materials)Venues and EventsCart and Bin Solid WasteCart and Bin Organic MaterialsCart and Bin Recyclable MaterialsStep 2: Service Level AdjustmentsFranchise Agreement for Collection Services with Recology San Mateo County City of Burlingame Attachment NContractor's Compensation and Operating Statistics 29 of 121 Attachment N - Form H - CPI IndiĐes CPI-W-Wages Series Id: Series Title: Area: Item: Base Period: Years: Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec May to April Average % Change 2011 226.638 231.600 230.605 231.445 232.371 231.109 232.801 2012 234.648 236.626 236.890 238.445 240.864 236.454 239.113 2.71% 2013 240.262 241.764 243.052 242.903 243.711 242.602 244.225 2.14% 2014 245.148 247.932 250.085 249.877 250.508 247.680 250.139 2.42% 2015 249.809 252.875 254.736 256.060 256.107 255.492 256.487 2.54% 2016 257.141 259.386 261.017 262.326 264.026 263.222 264.176 3.00% 2017 265.569 268.896 CPI-W-Medical Series Id: Series Title: Area: Item: Base Period: Years: Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Annual HALF1 2011 390.950 391.029 391.703 392.346 393.473 395.217 394.012 2012 395.155 396.175 395.735 401.147 400.453 399.467 401.535 1.91% 2013 408.164 404.244 417.242 416.887 418.662 423.806 424.463 5.71% 2014 430.864 439.317 2015 2016 476.519 476.977 478.486 477.815 2017 475.258 481.836 CPI-U-Motor Fuel Series Id: Series Title: Area: Item: Base Period: Years: Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec May to April Average % Change 2011 254.643 264.552 297.753 317.686 314.626 295.113 288.352 285.106 295.484 290.739 286.068 271.286 296.328 2012 280.517 302.724 327.962 317.962 325.378 301.192 285.891 310.778 316.03 336.090 288.389 268.569 302.004 1.92% 2013 274.605 306.602 309.846 300.682 306.012 303.270 301.401 291.569 299.931 284.084 273.022 270.990 291.204 -3.58% 2014 273.919 279.844 297.341 313.061 315.401 312.578 308.499 297.489 287.115 268.189 242.194 216.165 261.711 -10.13% 2015 193.209 209.050 250.324 240.323 269.479 253.019 257.434 247.551 223.945 208.973 202.552 196.642 218.866 -16.37% 2016 195.010 178.296 191.074 202.420 208.843 213.139 209.663 197.818 204.532 207.138 200.994 200.151 209.252 -4.39% 2017 208.379 212.552 223.591 224.219 CPI-U Series Id: Series Title: Area: Item: Base Period: Years: Year Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec May to April Average % Change 2011 229.981 234.121 233.646 234.608 235.331 234.327 235.630 2012 236.880 238.985 239.806 241.170 242.834 239.533 241.783 2.61% 2013 242.677 244.675 245.935 246.072 246.617 245.711 247.408 2.33% 2014 248.615 251.495 253.317 253.354 254.503 252.273 254.330 2.80% 2015 254.910 257.622 259.117 259.917 261.019 260.289 261.251 2.72% 2016 262.600 264.565 266.041 267.853 270.306 269.483 269.983 3.34% 2017 271.626 274.589 Medical care 1982-84=100 2011 to 2017 All items 1982-84=100 2011 to 2017 CWURA422SAM Not Seasonally Adjusted Medical care in San Francisco-Oakland-San Jose, CA, urban wage earners and clerical workers, not seasonally CWURA422SA0 Not Seasonally Adjusted All items in San Francisco-Oakland-San Jose, CA, urban wage earners and clerical workers, not seasonally San Francisco-Oakland-San Jose, CA San Francisco-Oakland-San Jose, CA 2011 to 2017 CUURA422SETB Not Seasonally Adjusted Motor fuel in San Francisco-Oakland-San Jose, CA, all urban consumers, not seasonally adjusted San Francisco-Oakland-San Jose, CA Motor fuel CUURA422SA0 Not Seasonally Adjusted All items in San Francisco-Oakland-San Jose, CA, all urban consumers, not seasonally adjusted San Francisco-Oakland-San Jose, CA All items 1982-84=100 1982-84=100 2011 to 2017 Franchise Agreement for Collection Services with Recology San Mateo County City of Burlingame Attachment N Contractor's Compensation and Operating Statistics 121 of 121 ATTACHMENT O LIST OF CONTRACTOR’S PERSONNEL Collection Services Franchise Agreement with Recology San Mateo County Attachment O City of Burlingame Contractor’s Personnel Page 1 of 1 Non-CBA Employees General Manager --------------- --------------------1 Administrative Manager------- --------------------1 Operations Manager ----------- --------------------1 Customer Service Manager -- --------------------1 Waste Zero Manager ---------- --------------------1 Public Relations Manger------ --------------------1 Maintenance Manager--------- --------------------1 Accounting Manager----------- ------------------0.5 Operations District Manager - --------------------1 Operation Supervisors--------- --------------------6 Operations Dispatcher--------- --------------------1 Waste Zero Specialists-------- --------------------6 Customer Service Supervisor --------------------1 Subtotal---------------------------------------------22.5 CBA Employees Drivers--------- ------------------- ------------------ 165 Customer Service Representatives--------------15 Maintenance Clerks -----------------------------------2 Accounting Staff----------------------------------------3 Dispatch Clerks-----------------------------------------2 Mechanics/Shop Personnel------------------------20 Subtotal-----------------------------------------------207 Total-------------------------------------------------229.5 List of Contractor’s Personnel reflects employees on Recology San Mateo County direct payroll. Attachment PVehicle SpecificationsSpecifications are for vehicles to be purchased pursuant to Section 8.04 of Agreement.{Note: The current Attachment P will be removed inits entirety and replaced with this new Attachment P.}Collection Services Franchise Agreement with Recology San Mateo CountyCity of BurlingameAttachment PVehicle SpecificationsPage 1 of 2General Information Color Cab and Chasis BodyVehicle TypeType of VehicleMaterial to be collectedAge of VehicleManufacturer and ModelOwned or leased Cab BodyCab Height (inches)Number of AxelsOverall length w/ Body Mounted (inches)Collection MethodRated CapacityPractical or Net CapacityNo. of Collection CompartmentsNet Capacity of each CompartmentOverall Body Length (inches)Body Height (inches)Body Width (inches)Used Oil container and Filter Rack14 Axle ASL Coll VehicleSide Loader MSW, R, O NewAutocar ACX 84 Chasis/Heil DP Python BodyOwned White White 102 4 415 Automated 28 cu yd 28 cu yd 1 28 cu yd 284 103 96 Yes23 Axle ASL Coll VehicleSide Loader MSW, R, O NewAutocar ACX 64 Chasis/Heil DP Python BodyOwned White White 102 3 415 Automated 28 cu yd 28 cu yd 1 28 cu yd 284 103 96 Yes33 Axle ASL Coll VehicleSide Loader MSW, R, O NewAutocar ACX 64 Chasis/Heil Rapid Rail BodyOwned White White 102 3 415 Automated 28 cu yd 28 cu yd 1 28 cu yd 284 103 96 Yes44 Axle ASL Coll VehicleSide Loader MSW, R, O NewAutocar ACX 84 Chasis/Heil Rapid Rail BodyOwned White White 102 4 415 Automated 28 cu yd 28 cu yd 1 28 cu yd 284 103 96 Yes5Pup Trucks SASL (VHTS)Side Loader MSW, R, O NewFreightliner 2106/ Heil Retreiver BodyOwned White White 94 2 288Semi-Automated10 cu yd 10 cu yd 1 10 cu yd 158 92 82 Yes64 Axle FEL Coll VehicleFront Loader MSW, R, O NewAutocar ACX 84 Chasis/Heil Freedom BodyOwned White White 102 4 415 Automated 40 cu yd 40 cu yd 1 40 cu yd 292 120 96 No74 Axle REL Coll VehicleRear Loader MSW, R, ONewAutocar ACX 84 Chasis/Heil Durapack 5000 BodyOwned White White 102 4 364Semi-Automated25 cu yd 25 cu yd 1 25 cu yd 270 144 96 No83 Axle REL (185" Wheel Base)Rear Loader MSW, R, O NewCrane Carrier Chassis/Heil F4000 BodyOwned White White 102 3 288Semi-Automated16 cu yd 16 cu yd 1 16 cu yd 230 120 96 No92 Axle REL (128" Wheel Base)Rear Loader MSW, R, O NewCrane Carrier Chassis/Heil F4000 BodyOwned White White 102 2 288Semi-Automated16 cu yd 16 cu yd 1 16 cu yd 230 120 96 No103 Axle SASL (Comm Organics)Side LoaderONewAutocar ACX 84 Chasis/Bridgeport Side Loader BodyOwned White White102 3 415Semi-Automated30 cu yd 30 cu yd 1 30 cu yd 284 103 96 No113 Axle Roll OffsRoll-off MSW, R, O NewAutocar ACX 84 Chasis/Norcall Waste Equipment 22' BodyOwned White White 102 3 384Semi-Automated50 cu yd 50 cu yd N/A N/A 290 58 96 No124 Axle Roll OffsRoll-off MSW, R, O NewAutocar ACX 84 Chasis/Norcall Waste Equipment 22' BodyOwned White White 102 4 384Semi-Automated50 cu yd 50 cu yd N/A N/A 290 58 96 No13Cart Delivery TrucksFlat BedMSW, R, BIC, Container deliveryNewFreightliner M2-106 22ft w/ HIAB knuckle BoomOwned White White 94 2 399 Manual 8000 lbs 8000 lbs18000 lbs 288 50 96 No14Container Delivery TrucksFlat BedMSW, R, BIC, Container deliveryNewFreightliner M2-106 24ft w/ LiftgateOwned White White 94 2 399 Manual 8000 lbs 8000 lbs18000 lbs 288 50 96 No15Box Trucks (Loose Bulky)Box Van truckMSW, R, BIC, Container deliveryNewFreightliner M2-106 24ft Box Van w/ LiftgateOwned White White 94 2 399 Manual 8000 lbs 8000 lbs18000 lbs 288 50 96 No16Shop Truck GMC 3500Shop Truck N/A NewGMC 3500 HD 1-ton w/ Utility Body, Lift Gate & CompressorOwned White White 76 2 265 N/A 11400 lbs 7620 lbs N/A N/A 132 44 96 N/A17Shop Truck GMC 4500Shop Truck N/A NewGMC 4500 HD 1-ton w/ Utility Body, Lift Gate & CompressorOwned White White 76 2 265 N/A 11400 lbs 7620 lbs N/A N/A 132 44 96 N/A18GMC Hyb 1/2 Ton Pick Up'sPick-up N/A New GMC 1500 Owned White White 74 2 229 N/A 7100 lbs 1873 lbs N/A N/A 96 50 62.5 Yes Attachment PVehicle SpecificationsSpecifications are for vehicles to be purchased pursuant to Section 8.04 of Agreement.{Note: The current Attachment P will be removed inits entirety and replaced with this new Attachment P.}Collection Services Franchise Agreement with Recology San Mateo CountyCity of BurlingameAttachment PVehicle SpecificationsPage 2 of 2Vehicle Type14 Axle ASL Coll Vehicle23 Axle ASL Coll Vehicle33 Axle ASL Coll Vehicle44 Axle ASL Coll Vehicle5Pup Trucks SASL (VHTS)64 Axle FEL Coll Vehicle74 Axle REL Coll Vehicle83 Axle REL (185" Wheel Base)92 Axle REL (128" Wheel Base)103 Axle SASL (Comm Organics)113 Axle Roll Offs124 Axle Roll Offs13Cart Delivery Trucks14Container Delivery Trucks15Box Trucks (Loose Bulky)16Shop Truck GMC 350017Shop Truck GMC 450018GMC Hyb 1/2 Ton Pick Up'sWeight Fuel Emissions Rating Other SpecificationsGross Vehicle Weight (lbs)Tare Weight (lbs)Fuel TypeFuel Usage (mpg)CO HC NOxParticulate Matter Safety FeaturesSpill Containment KitGPS/On Board Computer System58000 35000 Diesel 4 0.05 0.01 0.19 0.00Fire extinguisher, Triangle Kit, Back-Up radar, Rear View and Street Side CamerasIncluded Yes58000 35000 Diesel 4 0.05 0.01 0.19 0.00Fire extinguisher, Triangle Kit, Back-Up radar, Rear View and Street Side CamerasIncluded Yes51000 34600 Diesel 4 0.05 0.01 0.19 0.00Fire extinguisher, Triangle Kit, Back-Up radar, Rear View and Street Side CamerasIncluded Yes56500 35500 Diesel 4 0.05 0.01 0.19 0.00Fire extinguisher, Triangle Kit, Back-Up radar, Rear View and Street Side CamerasIncluded Yes26000 17200 Diesel 4 0.05 0.01 0.19 0.00Fire extinguisher, Triangle Kit, Back-Up radar, Rear View and Street Side CamerasIncluded Yes57500 36000 Diesel 4 0.05 0.01 0.19 0.00Fire extinguisher, Triangle Kit, Back-Up radar, Rear View with Alley CamerasIncluded Yes54000 36000 Diesel 4 0.05 0.01 0.19 0.00Fire extinguisher, Triangle Kit, Back-Up radar, Rear View and Street Side CamerasIncluded Yes33000 25000 Diesel 4 0.05 0.01 0.19 0.00Fire extinguisher, Triangle Kit, Back-Up radar, Rear View and Street Side CamerasIncluded Yes33000 25000 Diesel 4 0.05 0.01 0.19 0.00Fire extinguisher, Triangle Kit, Back-Up radar, Rear View and Street Side CamerasIncluded Yes51500 32000 Diesel 4 0.05 0.01 0.19 0.00Fire extinguisher, Triangle Kit, Back-Up radar, Rear View and Street Side CamerasIncluded Yes55500 28000 Diesel 4 0.05 0.01 0.19 0.00Fire extinguisher, Triangle Kit, Back-Up radarIncluded Yes55500 28000 Diesel 4 0.05 0.01 0.19 0.00Fire extinguisher, Triangle Kit, Back-Up radarIncluded Yes40000 20000 Diesel 4 0.05 0.01 0.19 0.00Fire extinguisher, Triangle Kit, Back-Up radarIncluded Yes26000 16000 Diesel 4 0.05 0.01 0.19 0.00Fire extinguisher, Triangle Kit, Back-Up radarIncluded Yes26000 16000 Diesel 4 0.05 0.01 0.19 0.00Fire extinguisher, Triangle Kit, Back-Up radarIncluded Yes11400 5723 Diesel 18N/A N/A N/A N/AFire extinguisher, Triangle KitIncluded No11400 5723 Diesel 18N/A N/A N/A N/AFire extinguisher, Triangle KitIncluded No7100 5227 Gas 22N/A N/A N/A N/AFire extinguisher, Triangle KitIncluded No ATTACHMENT Q ADDITIONAL SERVICES Collection Services Franchise Agreement with Recology San Mateo County Attachment Q City of Burlingame Additional Services Page 1 of 5 {Note: The current Attachment Q will be removed in its entirety and replaced with this new Attachment Q. The charges shown herein are the same with the addition of new charges noted in the table below. The charges herein have been reorganized and further explained compared to the current Attachment Q.} For Rate Years Eleven (2021) through the remaining Rate Years in the Term, the Charges for additional services specified in Attachment Q shall be adjusted annually in accordance with Attachment K. The Charges for additional services for Rate Year Ten (2020) shall be the Charges for Rate Year Ten (2020) as determined under the 2009 Franchise Agreement. These are the Charges that will be adjusted as provided in Attachment K of this Agreement to determine the Charges for Rate Year Eleven (2021). For this reason, the dollar values of the Charges are listed herein as “$[TBD]” where TBD is an abbreviation for “to be determined”. Two additional services are included in this Attachment Q there were not in Attachment Q of the 2009 Franchise Agreement. The two new services are Container Relocation Service and Agency- Specific Reporting for Abandoned Waste Collections. Charges for these services are presented in the table below. Service Reference Agency-Approved Charge Description Additional Services for Customers 1 Single-Family Dwelling Backyard Collection Service Section 5.02.A See Charges in the table at the end of this Attachment See Charges in the table at the end of this Attachment 2 Long Distance Service for MFD, Mixed Use, and Commercial Accounts (Note: only applicable to Containers with wheels) Sections 5.02.B, 5.02.C; and 8.02.B A – 10% of base monthly Rate of the Collection Rate for each Container requiring Long Distance Service B – 25% of base monthly Rate of the Collection Rate for each Container requiring Long Distance Service A – Distance greater than 50 feet and less than or equal to 100 feet B – Distance greater than 100 feet Distance shall be measured from the face of the curb, or from the edge of the roadway nearest the closest edge of the Container, if there is no curb. ATTACHMENT Q ADDITIONAL SERVICES Collection Services Franchise Agreement with Recology San Mateo County Attachment Q City of Burlingame Additional Services Page 2 of 5 Service Reference Agency-Approved Charge Description 3 Container Relocation Service {New Charge: Contractor and individual Member Agencies to discuss whether or not this change is necessary; and, if so, negotiate the amount of the charge..} Sections 5.02B and 8.02B {Subject to negotiations}{Subject to negotiations} 4 On-Call Pick-up for SFD, MFD, Mixed Use, and Commercial Customers Sections 5.02.A, 5.02.B, and 5.02.C 25% of the base monthly Rate for the size of Container Collected once per week Per Collection event per Container for Collection requested by Customer 5 Return Trip (SFD, MFD, Mixed Use, or Commercial) Sections 5.02.A, B, C; 5.03.A, B, C; 5.04.A, B, C $[TBD] for SFD $[TBD] for Commercial, Mixed Use, and MFD Per Collection event (i.e., request to return and provide Collection service after the Customer failed to properly set out their Container(s) for regularly scheduled Collection) 6 Additional Targeted Recyclable Materials or Organic Materials Cart Service for SFD {New Charge that replaces cart rental and cart ownership charges.} Sections 5.03.A and 5.04.A $[TBD] per Recycling Cart $[TBD] per Organic Materials Cart Per Cart per month (any Cart size). Six month minimum charge required. Includes one- time Cart delivery upon start of service and removal of Cart when service is discontinued by Customer. 7 Additional On-Call Bulky Item Collection Sections 5.05, 5.06 $[TBD] Per Bulky Item Collection event (in addition to the events provided at no charge to Customer pursuant to Section 5.12) 8 Collect Contaminated Targeted Recyclable Materials or Organic Materials Container Section 6.03.A and 8.02.F 25% of the base monthly Solid Waste Rate for the size of Container Collected once per week plus Return Trip Fee if applicable Per Collection event for Container with Contamination Level greater than the maximum level pursuant to Table 1 in Section 6.02.B ATTACHMENT Q ADDITIONAL SERVICES Collection Services Franchise Agreement with Recology San Mateo County Attachment Q City of Burlingame Additional Services Page 3 of 5 Service Reference Agency-Approved Charge Description 9 Lock Service (Key Service)Section 8.02.B A – $[TBD] per usage B – $[TBD] per usage Monthly cost: A – Residential Customers B – Commercial Customers 10 Lock Purchase Section 8.02.B $[TBD] per lock Per lock 11 Overage Service Section 8.02.G 100% of the base monthly Solid Waste Collection Rate Per Collection event (after the first two events) 12 Overage Bags Cost Section 8.02.G 50% of the base monthly Solid Waste Collection Rate or $[TBD] minimum Per bag 13 Container Cleaning Service Section 8.05.D A–$[TBD] B–$[TBD] A–per Cart B – per Bin or Drop-Box Charge only applies to cleaning or Container exchange in addition to the service to be provided at no charge to the Customer pursuant to Section 8.05.D 14 Dirty Cart Replacement (Exchange) Service Section 8.05.D A–$[TBD] B–$[TBD] C–$[TBD] A – per 32 gallon Cart B – per 64 gallon Cart C – per 96 gallon Cart Charge only applies to cleaning or Container exchange in addition to the service to be provided at no charge to the Customer pursuant to Section 8.05.D Additional Services for Agency 15 Additional Confidential Document Destruction Service Event Section 5.07 $[TBD] Per event ATTACHMENT Q ADDITIONAL SERVICES Collection Services Franchise Agreement with Recology San Mateo County Attachment Q City of Burlingame Additional Services Page 4 of 5 Service Reference Agency-Approved Charge Description 16 Additional Compost Material Delivery Section 5.11 A – $[TBD] per delivery B – $[TBD] per delivery A – “one-way” only delivery by Contractor where Contractor delivers to and unloads compost at an Agency-approved location B – “Round-trip” delivery by Contractor where Contractor delivers compost in a Drop Box to an Agency-approved location and returns at a later time or date to pick up the Drop Box and any remaining compost (charge includes the delivery of and later pick-up of the Drop Box) 17 Community Drop-Off Events Section 5.13 $[TBD] per event or day Per event or day targeting 5,000 households. Does not include disposal or public education expenses. 18 Collection for Agency- Sponsored and Non- Agency sponsored Community Events Section 5.08 A–$[TBD] B–$[TBD] C–$[TBD] A – One day event with a projected 2,500 or fewer attendees B – One (1) or two (2) day events with a projected 2,501 to 7,500 attendees per day C – One (1) or two (2) day events with a projected 7,501 to 10,000 attendees per day Backyard Collection Service Charge for Single-Family Dwellings* (Section 5.02.A) Distance from Curb** Backyard Charge for Customers with One (1) Solid Waste Cart Backyard Charge for Customers with Two (2) Solid Waste Carts Backyard Charge for Customers with Three (3) Solid Waste Carts Backyard Charge for Customers with Four (4) Solid Waste Carts Distance <= 50 feet $[TBD] $[TBD] $[TBD] $[TBD] 50 < Distance <= 100 feet $[TBD] $[TBD] $[TBD] $[TBD] ATTACHMENT Q ADDITIONAL SERVICES Collection Services Franchise Agreement with Recology San Mateo County Attachment Q City of Burlingame Additional Services Page 5 of 5 100 < Distance <= 150 feet $[TBD] $[TBD] $[TBD] $[TBD] 150 < Distance <= 200 feet $[TBD] $[TBD] $[TBD] $[TBD] 200 < Distance <= 250 feet $[TBD] $[TBD] $[TBD] $[TBD] 250 < Distance <= 300 feet $[TBD] $[TBD] $[TBD] $[TBD] 300 < Distance <= 350 feet $[TBD] $[TBD] $[TBD] $[TBD] Each additional 50 foot increment over 350 feet Amount equals the difference between the Charge for 250 to 300 feet and 300 to 350 feet * Backyard Collection Service Charges are charges added to the base monthly Rate for Single-Family Collection service, and cover the provision of Backyard Collection Service for all of Customer’s Solid Waste, Recyclable Materials, and Organic Materials Carts. ** Distance shall be measured from the face of the curb, or from the edge of the roadway nearest the closest edge of the Cart, if there is no curb. Collection Services Franchise Agreement with Recology San Mateo County Attachment R City of Burlingame Secretary Certificate Page 1 of 1 ATTACHMENT R SECRETARY’S CERTIFICATE {Note: This is a new Attachment to the Model Agreement.} The undersigned, being the Secretary of Recology San Mateo County, a California corporation (the “Contractor”), does hereby certify that the following resolution was adopted by the Board of Directors of the Contractor and that such resolution has not been amended, modified or rescinded and is in full force and effect as of the date hereof: “RESOLVED, that any officer of the Contractor or Mario Puccinelli be, and hereby is, authorized to execute by and on behalf of the Company, the Amended and Restated Franchise Agreement between the City of Burlingame and Contractor for Recyclable Materials, Organic Materials, and Solid Waste Collection Services, and any and all other agreements, instruments, documents or papers, as he/she may deem appropriate or necessary, pertaining to or relating to such Agreement, and that any such action taken to date is hereby ratified and approved.” _________________________ Date _________________________ Signature Cary Chen Secretary Attachment S (Note: This is a new Attachment to the Model Agreement.) Attachment S (Note: This is a new Attachment to the Model Agreement.)