Franchise Area 8 COMMERCIAL AND RESIDENTIAL EXCLUSIVE

Page 1 of 144

EXCLUSIVE FRANCHISE AGREEMENT FOR

DISCARDED MATERIALS MANAGEMENT FOR

SINGLE-FAMILY, MULTI-FAMILY, AND

COMMERCIAL GENERATORS

between

the County of Orange, California

and

Waste Management Collection and Recycling, Inc.

dba Waste Management of Orange County

Franchise Area 8

COMMERCIAL AND RESIDENTIAL EXCLUSIVE FRANCHISE AGREEMENT

County of Orange

OC Waste & Recycling

, 2021

Attachment K

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Table of Contents

RECITALS ................................................................................................................................................................ 5

ARTICLE 1: DEFINITIONS; INTERPRETATION .................................................................................................................. 7

SECTION 1.1. DEFINITIONS .............................................................................................................................................. 7

SECTION 1.2. INTERPRETATION ..................................................................................................................................... 22

ARTICLE 2: REPRESENTATIONS AND WARRANTIES OF THE FRANCHISEE ................................................................ 24

SECTION 2.1. REPRESENTATIONS AND WARRANTIES .............................................................................................. 24

ARTICLE 3: GRANT OF FRANCHISE......................................................................................................................... 25

SECTION 3.1. GRANT OF FRANCHISE AND EXCLUSIONS ............................................................................................... 25

SECTION 3.2. TERM OF FRANCHISE AGREEMENT .................................................................................................... 26

SECTION 3.3. FRANCHISE FEE ........................................................................................................................................ 26

SECTION 3.4. ASSIGNMENT AND TRANSFER OF FRANCHISE ........................................................................................ 26

SECTION 3.5. PAYMENT OF COSTS OF REVIEW BY FRANCHISEE ............................................................................... 27

SECTION 3.6. COUNTY’S RIGHT TO DIRECT CHANGES .................................................................................................. 27

ARTICLE 4: COLLECTION SERVICES ............................................................................................................................... 29

SECTION 4.1. GENERAL SERVICES .................................................................................................................................. 29

SECTION 4.2. DISCARDED MATERIAL COLLECTION SERVICE OPERATING REQUIREMENTS ...................................... 32

SECTION 4.3. CONTAINERS ............................................................................................................................................ 33

SECTION 4.4. GENERAL REQUIREMENTS RELATING TO COLLECTION .......................................................................... 34

SECTION 4.5. COLLECTION LOCATIONS .................................................................................................................... 36

SECTION 4.6. MULTI-FAMILY DWELLING AND COMMERCIAL SOURCE SEPARATED RECYCLABLE MATERIALS

COLLECTION ............................................................................................................................................. 36

SECTION 4.7. MULTI-FAMILY DWELLING AND COMMERCIAL ORGANIC WASTE COLLECTION ................................ 37

SECTION 4.8. SINGLE-FAMILY SOURCE SEPARATED RECYCLABLE MATERIAL COLLECTION ...................................... 37

SECTION 4.9. SINGLE-FAMILY ORGANIC WASTE COLLECTION ................................................................................. 37

SECTION 4.10. OTHER WASTES ................................................................................................................................ 37

SECTION 4.11. INTEGRATED WASTE MANAGEMENT ACT (AB 939) COMPLIANCE ..................................................... 38

SECTION 4.12. SELF-HAUL OPT-OUT ............................................................................................................................. 38

SECTION 4.13. COUNTY DESIGNATION OF FACILITIES ............................................................................................. 38

ARTICLE 5: PROCESSING AND TRANSFER..................................................................................................................... 39

SECTION 5.1. PROCESSING AND TRANSFER ARRANGEMENTS ................................................................................. 39

SECTION 5.2. RECYCLABLE MATERIALS PROCESSING SERVICES .............................................................................. 39

SECTION 5.3. ORGANIC MATERIALS PROCESSING SERVICES ................................................................................... 39

SECTION 5.4. FRANCHISEE'S PROFIT OR LOSS FROM SALE OF RECOVERED MATERIALS ........................................... 39

SECTION 5.5. TITLE TO RECOVERED MATERIALS ...................................................................................................... 40

SECTION 5.6. CONTAMINATION MONITORING PROCEDURES .................................................................................... 40

SECTION 5.7. PROCESSING FACILITY TEMPORARY EQUIMENT OR OPERATIONAL FAILURE WAIVER ........................ 44

ARTICLE 6: SOLID WASTE DISPOSAL ...................................................................................................................... 46

SECTION 6.1. SOLID WASTE DISPOSAL ..................................................................................................................... 46

ARTICLE 7: COMPLIANCE ............................................................................................................................................. 48

SECTION 7.1. THE FRANCHISEE'S RESPONSIBILITY FOR IMPLEMENTATION AND COMPLIANCE PLAN...................... 48

SECTION 7.2. MINIMUM DIVERSION REQUIREMENTS ................................................................................................. 48

SECTION 7.3. DIVERSION FEES ................................................................................................................................. 48

SECTION 7.4. OUTREACH AND EDUCATION PLAN ................................................................................................... 49

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SECTION 7.5. TECHNICAL ASSISTANCE PROGRAM ................................................................................................... 53

SECTION 7.6. EDIBLE FOOD RECOVERY PROGRAM SUPPORT ................................................................................. 55

SECTION 7.7. INSPECTION AND ENFORCEMENT ....................................................................................................... 54

SECTION 7.8. TERMINATION FOR FAILURE TO IMPLEMENT RECYCLING PLAN AND STRATEGIES.............................. 56

SECTION 7.9. TONNAGE INFORMATION .................................................................................................................. 56

SECTION 7.10. SAFETY .................................................................................................................................................... 56

ARTICLE 8: OPERATING ASSETS ................................................................................................................................... 58

SECTION 8.1. OPERATING ASSETS ........................................................................................................................... 58

SECTION 8.2. OPERATION AND MAINTENANCE OF THE OPERATING ASSETS........................................................... 59

SECTION 8.3. COMPLIANCE WITH APPLICABLE LAW................................................................................................ 59

SECTION 8.4. TAXES AND UTILITY CHARGES ............................................................................................................ 59

SECTION 8.5. INSURANCE ON OPERATING ASSETS .................................................................................................. 59

ARTICLE 9: GENERAL REQUIREMENTS ................................................................................................................... 60

SECTION 9.1. PUBLIC ACCESS TO THE FRANCHISEE ...................................................................................................... 60

SECTION 9.2. COMPLAINTS............................................................................................................................................ 60

SECTION 9.3. LIQUIDATED DAMAGES ...................................................................................................................... 61

SECTION 9.4. ACCOUNTING AND RECORDS............................................................................................................. 64

SECTION 9.5. RULES AND REGULATIONS OF DIRECTOR ............................................................................................... 65

SECTION 9.6. PERSONNEL AND SUBCONTRACTORS ..................................................................................................... 65

SECTION 9.7. INSURANCE REQUIREMENTS ............................................................................................................. 67

SECTION 9.8. PERFORMANCE ASSURANCES ............................................................................................................ 69

SECTION 9.9. ANNUAL SUSTAINABILITY ACTION REPORT ........................................................................................ 70

ARTICLE 10: RATES AND RATE REVIEW PROCESS................................................................................................... 72

SECTION 10.1. FRANCHISEE TO COLLECT RATES ...................................................................................................... 72

SECTION 10.2. RATES .............................................................................................................................................. 73

SECTION 10.3. SPECIAL CIRCUMSTANCE RATE REVIEW ........................................................................................... 73

SECTION 10.4. PUBLICATION OF RATES ................................................................................................................... 74

ARTICLE 11: DEFAULT, REMEDIES, AND TERMINATION .............................................................................................. 75

SECTION 11.1. DEFAULT AND REMEDIES ................................................................................................................. 75

SECTION 11.2. UNCONTROLLABLE CIRCUMSTANCES .................................................................................................. 76

SECTION 11.3. RIGHT TO DEMAND ASSURANCES OF PERFORMANCE ........................................................................ 77

SECTION 11.4. WAIVER OF DEFENSES ........................................................................................................................... 77

SECTION 11.5. COUNTY'S RIGHT TO PERFORM SERVICE .......................................................................................... 77

ARTICLE 12: MISCELLANEOUS PROVISIONS ........................................................................................................... 79

SECTION 12.1. INDEMNIFICATION .......................................................................................................................... 79

SECTION 12.2. RELATIONSHIP OF THE PARTIES ....................................................................................................... 80

SECTION 12.3. ACTIONS OF THE COUNTY IN ITS GOVERNMENTAL CAPACITY .......................................................... 81

SECTION 12.4. BINDING EFFECT .............................................................................................................................. 81

SECTION 12.5. AMENDMENTS ................................................................................................................................ 81

SECTION 12.6. FURTHER ASSURANCE ..................................................................................................................... 81

APPENDIX LISTING ....................................................................................................................................................... 83

APPENDIX 1-A ...................................................................................................................................................... 84

MAP AND DESCRIPTION OF FRANCHISE AREAS OF ORANGE COUNTY ......................................................................... 84

APPENDIX 1-B .............................................................................................................................................................. 86

Attachment K

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MAPS OF FRANCHISE AREA ...................................................................................................................................... 86

APPENDIX 1-C ...................................................................................................................................................... 89

CONTAINER SPECIFICATIONS ......................................................................................................................................... 89

APPENDIX 1-D ...................................................................................................................................................... 92

ACCEPTED MATERIALS ............................................................................................................................................ 92

APPENDIX 1-E .............................................................................................................................................................. 94

PROCESSING, TRANSFER, AND DISPOSAL SERVICES AND FACILITY STANDARDS ........................................................ 94

APPENDIX 2-A .................................................................................................................................................... 108

RATES FOR RESIDENTIAL SERVICE ................................................................................................................................ 108

APPENDIX 2-B ............................................................................................................................................................ 109

RATES FOR COMMERCIAL SERVICE .............................................................................................................................. 109

APPENDIX 2-C .................................................................................................................................................... 111

RATES FOR OTHER SERVICES .................................................................................................................................. 111

APPENDIX 3-A .................................................................................................................................................... 112

EXAMPLE RATE ADJUSTMENT CALCULATION ............................................................................................................. 112

APPENDIX 3-B ............................................................................................................................................................ 113

EXAMPLE FRANCHISE FEE ADJUSTMENT CALCULATION ............................................................................................ 113

APPENDIX 4 ....................................................................................................................................................... 115

IMPLEMENTATION AND COMPLIANCE PLAN ......................................................................................................... 115

APPENDIX 5 ....................................................................................................................................................... 130

OUTREACH AND EDUCATION PLAN ....................................................................................................................... 130

APPENDIX 6 ....................................................................................................................................................... 136

RECORD KEEPING AND REPORTING ...................................................................................................................... 136

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EXCLUSIVE FRANCHISE AGREEMENT FOR DISCARDED MATERIALS

MANAGEMENT FOR SINGLE-FAMILY, MULTI-FAMILY, AND COMMERCIAL

GENERATORS

This Exclusive Franchise Agreement for Discarded Materials Management for Single-Family,

Multi-Family, and Commercial Generators (this “Franchise” or “Agreement” or “Franchise Agreement”) is

entered into on the

day of May, 2021, between the County of Orange, a political subdivision of the

State of California (hereinafter “County”), and Waste Management Collection and Recycling, Inc. dba

Waste Management of Orange County (WMOC) (hereinafter “Franchisee”) (together, the “Parties”).

RECITALS

WHEREAS, the Legislature of the State of California, by enactment of the California Integrated

Waste Management Act of 1989 (AB 939) established a solid waste management process which

requires cities and other local jurisdictions to implement source reduction, reuse, and recycling as

integrated waste management practices; and

WHEREAS, AB 939 authorizes and requires local agencies to make adequate provisions for

Discarded Materials handling within their jurisdictions; and

WHEREAS, Section 40059 of the State Public Resources Code provides that the County may

determine aspects of Discarded Materials handling which are of local concern, including, but not

limited to, frequency of collection, means of collection and transportation, level of services, charges and

fees and nature, location and extent of providing Discarded Materials handling services and whether the

services are to be provided by means of partially exclusive or wholly exclusive franchise, contract,

license, permit or otherwise, either with or without competitive bidding; and

WHEREAS, the County is obligated to protect the public health and safety of the residents of the

unincorporated area of the County of Orange and arrangements by waste haulers for the collection of

Discarded Materials should be made in a manner consistent with the protection of public health and safety;

and

WHEREAS, the Short-Lived Climate Pollutants Bill of 2016, (SB 1383) establishes, regulatory

requirements for jurisdictions, Generators, haulers, Solid Waste facilities, and other entities to support

achievement of State-wide Organic Waste Disposal reduction targets; and

WHEREAS, SB 1383 Regulations require jurisdictions to implement Collection programs, meet

Processing facility requirements, conduct contamination monitoring, provide education, maintain records,

submit reports, monitor compliance, conduct enforcement, and fulfill other requirements; and, the County

has chosen to delegate some of its responsibilities to the Franchisee, acting as the County’s designee,

through this agreement; and

WHEREAS, the County and the Franchisee are mindful of the provisions of the laws governing

the safe Collection, Transport, Recycling and Disposal of Solid Waste, including, without limitation, AB

341, AB 939, AB 1826, AB 1594, SB 1383 and the Resource Conservation and Recovery Act (“RCRA”)

42 U.S.C. 9601 et seq.; and

WHEREAS, the Franchisee represents and warrants to the County that it has the experience,

responsibility, and qualifications to conduct the services detailed herein, and to arrange with residents and

other entities in Franchise Area 8 for the safe Collection, Transport, Recycling, and Disposal of Discarded

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Materials; and

WHEREAS, the Board of Supervisors of the County determines and finds that the public interest,

health, safety and well-being would be served if the Franchisee performs these services for Single-Family,

Multi-Family, and Commercial service Customers, as more fully addressed herein; and

WHEREAS, in accordance with Section 40059 of the State Public Resources Code, the Board of

Supervisors is empowered to enter into agreements with any person or corporation and to prescribe the

terms and conditions of such agreements; and

WHEREAS, Franchisee and County have entered into a Waste Disposal Agreement, dated April

28, 2016; and

WHEREAS, the Parties agree that consideration exists on both sides of this Franchise Agreement

in that Franchisee will receive the exclusive franchise to Collect Discarded Materials, as hereinafter

defined, in the Franchise Area as described in Appendix 1-A and 1-B hereto, for the duration of this

Franchise; and

WHEREAS the County and the Franchisee now desire to enter into this Franchise Agreement

regarding Franchise Area 8; and

NOW THEREFORE, in consideration of the respective and mutual covenants and promises

therein, and subject to all the terms and conditions hereof, the Parties agree as follows:

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ARTICLE 1: DEFINITIONS; INTERPRETATION

SECTION 1.1. DEFINITIONS. Whenever any term in this Agreement has been defined by the provisions

of Article 2 of the Orange County Code or by Division 30, Part 1, Chapter 2 of the California Public

Resources Code shall apply unless the term is otherwise defined in the Agreement, in which case this

Agreement shall control. In this Agreement:

“AB 341” means the California Jobs and Recycling Act of 2011 (Chapter 476, Statutes of 2011

[Chesbro, AB 341]), also commonly referred to as “AB 341”, as it may be amended, supplemented,

superseded, or replaced from time to time.

“AB 876” means the Assembly Bill approved by the Governor of the State of California on October

8, 2015, which added Section 41821.4 to the Public Resources Code, relating to Solid Waste as amended,

supplemented, superseded, or replaced from time to time.

“AB 901” means the Assembly Bill approved by the Governor of the State of California on October

10, 2015, which amended Section 41821.5 of, amended, renumbered and added Section 41821.6 of, and added

Sections 41821.7 and 4.821.8 to, the Public Resources Code, relating to Solid Waste as amended,

supplemented, superseded, or replaced from time to time.

“AB 939” or the “Act” means the California Integrated Waste Management Act of 1989 (Division

30 of the California Public Resources Code), also commonly referred to as “AB 939,” as amended,

supplemented, superseded, or replaced from time to time.

“AB 1594” means the Assembly Bill approved by the Governor of the State of California on

September 28, 2014, which amended Section 40507 and 41781 of the Public Resources Code, relating to Solid

Waste as amended, supplemented, superseded, or replaced from time to time.

“AB 1826” means the Organic Waste Recycling Act of 2014 (Chapter 727, Statutes of 2014 modifying

Division 30 of the California Public Resources Code), also commonly referred to as “AB 1826”, as amended,

supplemented, superseded, or replaced from time to time.

“Affiliate” means any person, corporation or other entity directly or indirectly controlling or

controlled by another person, corporation or other entity, or under direct or indirect common management or

control with such person, corporation or other entity. As between any two or more persons or entities, when

10% of one is owned, managed, or controlled by another, they are hereunder affiliates of one another.

“Agreement” means this Exclusive Franchise Agreement between County and Franchisee for

Collection, transportation, Processing, Recycling, and Disposal of Discarded Materials, and other services

related to meeting the goals and requirements of AB 341, AB 876 AB 901, AB 939, AB 1594, AB 1826, and

SB 1383, and corresponding regulations, including all appendices and attachments, and any amendments

thereto.

“Alternative Daily Cover” or “ADC” has the same meaning as in 27 CCR Section 20690.

“Alternative Intermediate Cover” or “AIC” has the same meaning as in 27 CCR Section 20700.

“Applicable Law” means AB 341, AB 876 AB 901, AB 939, AB 1594, AB 1826, and SB 1383, and

corresponding regulations, the Orange County Code, CERCLA, RCRA, CEQA, the Occupational Safety

and Health Act, 29 U.S.C. §.651 et seq.; The California Occupational Safety and Health Act of 1973, any

Legal Entitlement and any federal or state rule, regulation, requirement, guideline, permit, action,

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determination or order of any Governmental Body having jurisdiction, applicable from time to time to the

siting, design, permitting, acquisition, construction, equipping, financing, ownership, possession,

operation or maintenance of the County Disposal System, the transfer, handling, transportation, Processing,

and Disposal of Acceptable Waste, Unacceptable Waste, or any other transaction or matter contemplated

hereby (including any of the foregoing which concern health, safety, fire, environmental protection,

mitigation monitoring plans and building codes) and any law, rule, regulation, requirement, guideline, permit,

action, determination, or order of any Governmental Body having jurisdiction, applicable from time to

time to the Franchise Services; the Operating Assets; the siting, design, acquisition, permitting,

construction, equipping, financing, ownership, possession, shakedown, testing, operation, or maintenance of

any of the Operating Assets; or any other transaction or matter contemplated hereby (including any of the

foregoing which concern health, safety, fire, governmental protection, accommodation of the disabled, labor

relations, mitigation monitoring plans, building codes, non-discrimination and the payment of minimum

wages, and further including the Orange County Code and the County Integrated Waste Management

Plan).

“Approved Facility(ies)” means any one of or any combination of the: Designated Disposal Facility,

Approved High Diversion Organic Waste Processing Facility, Approved Organic Waste Processing Facility,

Approved Source Separated Recyclable Materials Processing Facility, and, Approved Transfer Facility each

of which are defined in this Article and listed in Appendix 1-E.

“Approved High Diversion Organic Waste Processing Facility” means Tierra Verde Industries at 8065

Marine Way, Irvine, CA 92618, which is owned and operated by Tierra Verde Industries, that is a High

Diversion Waste Processing Facility and was Franchisee selected and County approved.

“Approved Organic Waste Processing Facility” means the Tierra Verde Industries at 8065 Marine

Way, Irvine, CA 92618, which is owned and operated by Tierra Verde Industries, or Centralized Organic

Recycling Facilitye at 2050 N. Glassell St., Orange, CA 92865, which is owned and operated by Waste

Managemenet that is an Organic Waste Processing Facility and was Franchisee selected and County approved.

“Approved Source Separated Recyclable Materials Processing Facility” means the Waste

Management Orange MRF at 2050 N. Glassell St., Orange, CA 92865, which is owned and operated by Waste

Management, that is a Source Separated Recyclable Materials Processing Facility and was Franchisee selected

and County approved.

“Approved Transfer Facility” means the Waste Management Sunset Environmental at 16122

Construction Circle West, Irvine, CA 92606, which is owned and operated by Waste Management, that is a

Transfer Facility and was Franchisee selected and County approved.

“Back-Haul” means generating and transporting Organic Waste, Source Separated Recyclable

Materials, or other Solid Waste to a destination owned and operated by the Generator using the Generator’s

own employees and equipment, or otherwise defined in 14 CCR Section 18982(a)(66)(A).

“Base Rate” means the rate charged for basic collection service of Discarded Materials including in

a specified area, as authorized by the County, absent any discounts offered by the hauler.

“Billings” means any and all statements of charges for services rendered in accordance with this

Agreement, howsoever made, described or designated by County or Franchisee, or made by others for County

or Franchisee, to Customers in the County.

“Bin” means a container or bin having a capacity of one (1) or more cubic yards.

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“Blue Container” has the same meaning as in 14 CCR Section 18982.2(a)(5) and shall be used for the

purpose of storage and collection of Source Separated Recyclable Materials or SSBCOW.

“Board of Supervisors” means the Board of Supervisors of the County of Orange.

“Bulky Items” or “Bulky Waste” means Discarded Materials that cannot and/or would not

typically be accommodated within a Cart including specifically: furniture (including chairs, sofas,

mattresses, and rugs); appliances (including refrigerators, ranges, washers, dryers, water heaters,

dishwashers, plumbing, small household appliances and other similar items, commonly known as “white

goods”); yard debris, Greenwaste and small pieces of wood limited to one cubic yard of contained

material; electronic equipment (including stereos, televisions, computers and monitors, VCRs,

microwaves and other similar items commonly known as “brown goods” and “e-waste”); fluorescent

bulbs, household batteries; and clothing. Bulky Items do not include car bodies, tires, Construction and

Demolition Debris or items requiring more than two persons to remove. Other items not specifically

included or excluded above will be collected provided that they are not more than eight feet in length,

four feet in width, or more than 150 pounds. In the event that a question ever arises as to whether a specific

item or category of items meets the definition of Bulky Items, County shall be responsible to determine

whether said definition shall apply, which determination shall be final.

“California Code of Regulations” or “CCR” means the State of California Code of Regulations. CCR

references in this Agreement are preceded with a number that refers to the relevant Title of the CCR (e.g., “14

CCR, Division 7, Chapter 12” refers to Title 14, Division 7, Chapter 12 of the California Code of Regulations.)

“CalRecycle” means the State of California’s Department of Resources Recycling and Recovery, and,

as this department was structured prior to January 1, 2010, the California Integrated Waste Management Board

or CIWMB, as well as any successor agency to CalRecycle.

“Cart” means a plastic Container with a hinged lid and wheels with a capacity of no less than 30 and

no greater than 101 gallons, serviced by an automated or semi-automated truck.

“CEQA” means the California Environmental Quality Act, codified at California Public

Resources Code Section 21000 et seq., as amended or superseded, and the regulations promulgated

thereunder.

“Change in Law” means any of the following events or conditions which has a material and

adverse effect on the performance by the Franchisee of the Franchise Services (except for payment

obligations):

(1) The enactment, adoption, promulgation, issuance, modification, or written change in

administrative or judicial interpretation thereof on or after the Franchise Date of any

Applicable Law, including but not limited to new or increased fees and charges imposed by

the State of California, the U.S. Federal government, or a local government related to the

collection, handling, transportation, processing, recycling or disposal of Solid Waste;

(2) The order or judgment of any Governmental Body, on or after the Franchise Date, to the

extent that such order or judgment is not the result of willful or negligent action, error or

omission or lack of reasonable diligence of the County or of the Franchisee, whichever is

asserting the occurrence of a Change in Law; provided, however, that the contesting in

good faith or the failure in good faith to contest any such order or judgment shall not

constitute, or be construed as such, a willful or negligent action, error or omission or lack of

reasonable diligence.

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“Collect” or “Collection” means the act of taking physical possession of Discarded Materials at

Single-Family, Multi-Family, or Commercial Premises within the County, and Transporting the Discarded

Materials to an Approved or Designated Facility for Processing, Transfer, or Disposal.

“Commercial Edible Food Generators” means Tier One Commercial Edible Food Generators and Tier

Two Commercial Edible Food Generators, or as otherwise defined in 14 CCR Section 17855(a)(4); or as

otherwise defined in 14 CCR Section 18982(a)(8).

“Commercial Premises” means any building or site (other than Residential Premises) in the

Franchise Area from which any business, service, non-profit, governmental, institutional, commercial, or

industrial activity is conducted and from which Discarded Materials are generated, produced, or discarded,

including without limitation motels, hotels, recreational vehicle parks, restaurants, professional offices,

clubhouses, places of entertainment, manufacturing plants, and private schools. Businesses or business

activities operated from Single-Family Dwellings using Bins shall be deemed to be Commercial Premises.

Commercial Premises shall not mean any building or site from which horse manure is generated, including

but not limited to maintenance and boarding of horses, provided such premises include a residence used

for human shelter.

“Commercial Waste” means Discarded Materials generated, produced, or discarded by or at

Commercial Premises within the County.

“Community Composting” means any activity that composts green material, agricultural material,

food material, and vegetative food material, alone or in combination, and the total amount of feedstock and

Compost on-site at any one time does not exceed 100 cubic yards and 750 square feet, as specified in 14 CCR

Section 17855(a)(4); or as otherwise defined in 14 CCR Section 18984.1(a)(1)(A) for three container systems,

and 18984.1(a)(1)(C) for two container systems.

“Compostable Plastic(s)” means food-service and food-packaging plastic materials or plastic bags

used for collecting organics material that are placed in the Green Container and transported to a compostable

material handling operations or facilities, in-vessel digestion operations or other facility provided the organic

waste processing facility accepts the material and has provided written notification annually to the County

stating that the facility can process and recover that material for compostability, as defined in 14 CCR Section

18984.1(a)(1)(A) or 18984.2(a)(1)(C).

“Compost” has the same meaning as in 14 CCR Section 1789.2(a)(4), which stated, as of the Effective

Date of this Agreement that “Compost” means the product resulting from the controlled biological

decomposition of organic Solid Wastes that are Source Separated from the municipal Solid Waste stream, or

which are separated at a centralized Facility.

“Construction and Demolition Waste” or “C&D” means County Discarded Materials generated,

produced, or discarded in connection with construction, demolition, landscaping, or general clean-up

activities within the Franchise Area, including without limitation concrete, plaster, drywall, Greenwaste,

wood scraps, metals, dirt, rock and rubble.

“Container” means a receptacle for temporary storage of Discarded Materials. Containers may

include Carts, Bins, Roll-Off Boxes, compactors, or other storage instruments to the extent such Containers

are permitted by the County for use for Collection services provided under this Agreement.

“Contract Administrator” has the meaning set forth in Section 4.1(J).

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“County” means the County of Orange, California, a political subdivision of the State of California

and all the unincorporated area within the boundaries of the County as presently existing, or as such

unincorporated area may be modified during the Term of this Agreement.

“County Code” or “OCCO” means the Orange County Codified Ordinances, as the same may be

amended, supplemented, or modified from time to time.

“County Disposal System” means the Orange County Waste Disposal System which, at the time

of execution of this Franchise Agreement, includes solid waste disposal operations at three active landfills

(Olinda Alpha, Frank R. Bowerman and Prima Deshecha); four regional Household Hazardous Waste

Collection Centers; as well as services, such as monitoring and other activities, at closed former solid waste

stations formerly operated by the County, as appropriate under Applicable Law. Individual elements of the

County Disposal System may be expanded or reduced over the course of this Franchise Agreement.

“Customer” means the Person having the care and control of any Franchise Premises in the County

Unincorporated Area receiving Discarded Material service from the Franchisee pursuant to the terms of this

Agreement.

“Designated Collection Location” refers to the location, at each Franchise Premise where containers

of Discarded Materials are customarily placed for collection, all in accordance with Section 4.5 herein.

“Designated Disposal Facility” means the facility designated by the Director to which the Franchisee

shall transport County Acceptable Solid Waste and Residual Waste. The Designated Disposal Facility for this

Agreement is any of the three active landfills owned and operated by the County of Orange. This includes the

Olinda Alpha Landfill in Brea, CA, the Frank R. Bowerman Landfill in Irvine, CA, and the Prima Deshecha

Landfill in San Juan Capistrano, CA.

“Director” means the Director of OC Waste & Recycling, or designated representative, or any

employee of the County who succeeds to the duties and responsibilities of the Director.

“Discarded Materials” means Bulky Items, Source Separated Recyclable Materials, Source Separated

Organic Waste, Food Waste, Gray Container Waste, and Mixed Waste that have been discarded by Generator

or Customer. For the purposes of this Agreement, Discarded Materials shall only include the Discarded

Materials placed by Generator or Customer for the purpose of Collection by Collector.

“Disposal” means the ultimate disposition of Solid Waste collected by Franchisee or residue from

Franchisee’s Processing activities at a permitted Landfill or other permitted Solid Waste Facility.

“Divert” or “Diversion” means to prevent Recyclables and Organic Waste from Disposal at landfill

through Source Reduction, Reuse, Recycling, composting, and anaerobic digestion, as provided in Section

41780-41786 of AB 939, as AB 939 may be hereafter amended or superseded.

“Edible Food” means food intended for human consumption. For the purposes of this Agreement,

Edible Food is not Solid Waste if it is recovered and not discarded. Nothing in this Agreement requires or

authorizes the recovery of Edible Food that does not meet the food and safety requirements of the California

Retail Food Code. If the definition in 14 CCR Section 18982(a)(18) for Edible Food differs from this

definition, the definition in 14 CCR Section 18982(a)(18) shall apply to this Agreement.

“Electronic Waste” or “E-Waste” means electronic equipment and includes, but is not limited to,

stereos, televisions, computers and computer monitors, VCRs, cellular phones, fax machines, household

copiers, computer printers, other electronic items with electric plugs that are banned from Landfill Disposal,

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and other similar items.

“Emergency Services” means Discarded Material collection services, other than those expressly

specified under this Franchise, provided during or as a result of an emergency which threatens the public

health or safety, as determined by the Director.

“Event of Default” has the meaning set forth in Section 11.1(A).

“Excluded Waste” means Hazardous Substance, Hazardous Waste, infectious waste, , volatile,

corrosive, Medical Waste, regulated radioactive waste, and toxic substances or material that

Approved/Designated Facility operator(s) reasonably believe would, as a result of or upon acceptance,

Transfer, Processing, or Disposal, would be a violation of local, State, or Federal law, regulation, or ordinance,

including: land use restrictions or conditions, waste that cannot be Disposed of in Class III landfills or accepted

at the Facility by permit conditions, waste that in Franchisee’s reasonable opinion would present a significant

risk to human health or the environment, cause a nuisance or otherwise create or expose Franchisee or County

to potential liability; but not including de minimis volumes or concentrations of waste of a type and amount

normally found in Single-Family or Multi-Family Solid Waste after implementation of programs for the safe

Collection, Processing, Recycling, treatment, and Disposal of batteries and paint in compliance with Sections

41500 and 41802 of the California Public resources Code.

“Facility” means any plant or site, owned or leased and maintained, operated or used by Franchisee

for purposes of performing under this Agreement.

“Final Determination” means a judgment, order, or other determination in any Legal Proceeding

which has become final after all appeals or after the expiration of all time for appeal.

“Food Recovery” means actions to collect and distribute food for human consumption which

otherwise would be disposed, or as otherwise defined in 14 CCR Section 18982(a)(24)

“Food Recovery Organization” means an entity that primarily engages in the collection or receipt of

Edible Food from Commercial Edible Food Generators and distributes that Edible Food to the public for Food

Recovery either directly or through other entities, including, but not limited to: 1) A food bank as defined in

Section 11378.3 of the Health and Safety Code; 2) A nonprofit charitable organization as defined in Section

113841 of the Health and Safety Code; and, 3) A nonprofit charitable temporary food facility as defined in

Section 113842 of the Health and Safety Code. If the definition in 14 CCR Section 18982(a)(25) for Food

Recovery Organization differs from this definition, the definition in 14 CCR Section 18982(a)(25) shall apply

to this agreement.

“Food Recovery Service” means a Person or entity that collects and transports Edible Food from a

Commercial Edible Food Generator to a Food Recovery Organization or other entities for Food Recovery; or

as otherwise defined in 14 CCR Section 18982(a)(26)

“Food Scraps” means all food such as, but not limited to, fruits, vegetables, meat, poultry, seafood,

shellfish, bones, rice, beans, pasta, bread, cheese, and eggshells. Food Scraps excludes fats, oils, grease when

such materials are Source Separated from other Food Scraps.

“Food-Soiled Paper” means compostable paper material that has come in contact with food or liquid,

such as, but not limited to, compostable paper plates, paper coffee cups, napkins, pizza boxes, and milk

cartons.

“Food Waste” means Source Separated Food Scraps, Food-Soiled Paper and Compostable Plastics.

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Food Waste is a subset of SSGCOW. Edible Food separated for Food Recovery shall not be considered Food

Waste.

“Franchise” means this Exclusive Franchise Agreement between County and Franchisee for

Collection, transportation, Processing, Recycling, and Disposal of Discarded Materials, and other services

related to meeting the goals and requirements of AB 341, AB 876 AB 901, AB 939, AB 1594, AB 1826, and

SB 1383, and corresponding regulations, including all appendices and attachments, and any amendments

thereto.

“Franchisee” refers to Waste Management Collection and Recycling, Inc. dba Waste Management

of Orange County (WMOC) and their permitted successors and assignees.

“Franchise Area” means one of eleven Solid Waste Franchise Areas in the County of Orange,

California, which is the subject of this grant of franchise, as set forth in Appendix 1-A and 1-B.

“Franchise Date” means [July 1, 2021]

“Franchise Fee” means Franchisee's share of the costs of franchise administration incurred or

projected to be incurred by the County.

“Franchise Fee Due Date” is the 30

day after the issuance of the annual fee statement by the

Director.

“Franchise Premises” means the Residential Premises, Commercial Premises, or both, for which

the Franchisee is authorized to provide Franchise Services.

“Franchise Services” means all of the duties and obligations of the Franchisee hereunder. “Franchise

Year” means a twelve-month period beginning on July 1 of each year and ending on

the following June 30 each year during the Term of this Agreement.

“Generator” means any Person whose act first causes Discarded Materials to become subject to

regulations under Orange County Code of Ordinances Title 4 Division 3 Article 2or under federal, State or

local regulations, or other Applicable Law.

“Governmental Body” means any federal, state, county, city or regional legislative, executive,

judicial or other governmental board, agency, authority, commission, administration, court or other body, or

any officer thereof acting within the scope of their authority.

“Gray Container” has the same meaning as in 14 CCR Section 18982(a)(28) and shall be used for the

purpose of storage and Collection of Gray Container Waste or Mixed Waste.

“Gray Container Waste” means Solid Waste that is collected in a Gray Container that is a part of a

three-Container Organic Waste Collection service that prohibits the placement of Organic Waste in the Gray

Container as specified in 14 CCR Sections 18984.1(a) and (b) or as otherwise defined in 14 CCR Section

17402(a)(6.5). For the purposes of this Agreement, Gray Container Waste includes carpet and textiles.

“Green Container” has the same meaning as in 14 CCR Section 18982(a)(29) and shall be used for

the purpose of storage and Collection of SSGCOW.

“Greenwaste” means grass, lawn clippings, shrubs, plants, weeds, small branches and other forms of

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Organic Waste generated from landscapes or gardens, separated from other Discarded Materials.

“Gross Revenues” means Franchisee’s gross receipts attributable to all services performed in the

Franchise Area in accordance with this Franchise Agreement for the immediately preceding calendar

year.

“Hauler Route” means the designated itinerary or sequence of stops for each segment of the County’s

Collection service area, or as otherwise defined in 14 CCR Section 18982(a)(31.5).

“Hazardous Waste” means (a) any waste which by reason of its quality, concentration,

composition or physical, chemical or infectious characteristics may do any of the following: cause, or

significantly contribute to, an increase in mortality or an increase in serious irreversible, or incapacitating

reversible, illness, or pose a substantial threat or potential hazard to human health or the environment, or

any waste which is defined or regulated as a hazardous waste, toxic substance, hazardous chemical

substance or mixture, or asbestos, under Applicable Law, as amended from time to time including, but not

limited to: (1) the Resource Conservation and Recovery Act and the regulations contained in Title 40 of the

Code of Federal Regulations (CFR) Parts 260-281; (2) the Toxic Substances Control Act (15 U.S.C.

Sections 2601 et seq.) and the regulations contained in 40 CFR Parts 761-766; (3) the California Health

and Safety Code, Section 25117 (West 1992 & Supp. 1996); (4) the California Public Resources Code,

Section 40141 (West 1996); and (5) future additional or substitute Applicable Law pertaining to the

identification, treatment, storage or disposal of toxic substances or hazardous wastes; or (b) radioactive

materials which are source, special nuclear or by-product material as defined by the Atomic Energy Act of

1954 (42 U.S.C. Section 2011 et seq.) and the regulations contained in Title 10 CFR Part 40.

“High Diversion Organic Waste Processing Facility” means a High Diversion Organic Waste

Processing Facility as defined in 14 CCR Section 18982(a)(33).

“Household Hazardous Waste” means waste materials determined by CalRecycle, the Department

of Toxic Substances Control, the State Water Resources Control Board, or the Air Resources Board to be:

(1) Of a nature that they must be listed as hazardous according to California statutes and

regulations;

(2) Toxic/ignitable/corrosive/reactive; and

(3) Carcinogenic/mutagenic/teratogenic

And which are discarded from households as opposed to businesses.

“Incompatible Materials” means human-made inert material, including but not limited to glass, metal,

plastic, and also includes Organic Waste for which the receiving end-user, facility, operation, property, or

activity is not designed, permitted or authorized to perform Organic Waste recovery activities as defined in 14

CCR Section 18983.1(b), or as otherwise defined by 14 CCR Section 17402(a)(7.5).

“Inerts” means materials such as concrete, soil, asphalt, and ceramics.

“Insurance Requirement” means any rule, regulation, code, or requirement issued by any fire

insurance rating bureau or any body having similar functions or by any insurance company which has

issued a policy with respect to the Operating Assets or the Franchise Services.

“Landfill” means a “Solid Waste Landfill” defined by Public Resources Code Section 40195.1.

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“Large Event” means an event, including, but not limited to, a sporting event or a flea market, that

charges an admission price, or is operated by a local agency, and serves an average of more than 2,000

individuals per day of operation of the event, at a location that includes, but is not limited to, a public,

nonprofit, or privately owned park, parking lot, golf course, street system, or other open space when being

used for an event. If the definition in 14 CCR Section 18982(a)(38) differs from this definition, the definition

in 14 CCR Section 18982(a)(38) shall apply to this Agreement.

“Large Venue” means a permanent venue facility that annually seats or serves an average of more

than 2,000 individuals within the grounds of the facility per day of operation of the venue facility. For purposes

of 14 CCR, Division 7, Chapter 12 and this agreement, a venue facility includes, but is not limited to, a public,

nonprofit, or privately owned or operated stadium, amphitheater, arena, hall, amusement park, conference or

civic center, zoo, aquarium, airport, racetrack, horse track, performing arts center, fairground, museum,

theater, or other public attraction facility. For purposes of 14 CCR, Division 7, Chapter 12 and this agreement,

a site under common ownership or control that includes more than one Large Venue that is contiguous with

other Large Venues in the site, is a single Large Venue. If the definition in 14 CCR Section 18982(a)(39)

differs from this definition, the definition in 14 CCR Section 18982(a)(39) shall apply to this Agreement.

“Legal Proceeding” means every action, suit, litigation, arbitration, administrative proceeding,

and other legal or equitable proceeding having a bearing upon this Franchise.

“Liquid Waste” means watered or dewatered sewage or sludges.

“Material Recovery Facility” or “MRF” means a permitted Solid Waste Facility where Solid Wastes

or Recyclable Materials are sorted or separated for the purposes of Recycling, processing or composting.

“Medical Waste” means any medical or infectious waste prohibited or restricted under Applicable

Law from being received by or disposed at the County Disposal System, including but not limited to,

waste capable of producing an infection or pertaining to or characterized by the presence of pathogens,

including without limitation certain wastes generated by medical practitioners, hospitals, nursing homes,

medical testing labs, mortuaries, taxidermists, veterinarians, veterinary hospitals and medical testing labs,

and waste which includes animal wastes or parts from slaughterhouses or rendering plants.

“Mixed Waste” means Mixed Waste Organic Collection Stream and Solid Waste Collected in a

Container that is required by 14 CCR Sections 18984.1, 18984.2, or 18984.3 to be transported to a High

Diversion Organic Waste Processing Facility.

“Mixed Waste Organic Collection Stream” means Organic Waste Collected in a Container that is

required by 14 CCR Sections 18984.1, 18984.2, or 18984.3 to be Transported to a High Diversion Organic

Waste Processing Facility.

“Multi-Family Dwelling” means of, from, or pertaining to Residential Premises with five (5) or more

dwelling units. Multi-Family premises do not include hotels, motels, or other transient occupancy facilities,

which are considered Commercial Businesses.

“Multi-Family Dwelling Unit” refers to an individual residential unit of the Multi-Family Dwelling.

“Non-Compostable Paper” includes, but is not limited to, paper that is coated in a plastic material that

will not breakdown in the composting process, or as otherwise defined in 14 CCR Section 18982(a)(41).

“Non-Organic Recyclables” means non-putrescible and non-hazardous recyclable wastes including,

but not limited to, bottles, cans, metals, plastics, and glass, or as otherwise defined in 14 CCR Section

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18982(a)(43). Non-Organic Recyclables are a subset of Source Separated Recyclable Materials.

“Operating Assets” means all real and personal property of any kind, which is owned, leased,

managed, or operated by or under contract to the Franchisee for providing Franchise Services, including

without limitation the Approved Processing Facility, Containers, Vehicles, Transfer Stations, maintenance

and storage facilities, administrative facilities, and other equipment, machinery, parts, supplies and tools.

“Organic Waste” means Solid Wastes containing material originated from living organisms and their

metabolic waste products including, but not limited to, food, yard trimmings, organic textiles and carpets,

lumber, wood, Paper Products, Printing and Writing Paper, manure, biosolids, digestate, and sludges, or as

otherwise defined in 14 CCR Section 18982(a)(46). Biosolids and digestate are as defined in 14 CCR Section

18982(a)(4) and 14 CCR Section 18982(a)(16.5), respectively.

“Owner” means the person holding the legal title or having a right to possession of the real

property constituting the Franchise Premises to which County Discarded Material collection service is

provided or required to be provided hereunder.

“Paper Products” include, but are not limited to, paper janitorial supplies, cartons, wrapping,

packaging, file folders, hanging files, corrugated boxes, tissue, and toweling; or as otherwise defined in 14

CCR Section 18982(a)(51)

“Person” means any individual, firm, association, organization, partnership, corporation, business

trust, joint venture, the United States, the State of California, County of Orange, towns, cities, and special

purpose districts.

“Performance Assurances” has the meaning set forth in Section 9.8.

“Printing and Writing Papers” include, but are not limited to, copy, xerographic, watermark, cotton

fiber, offset, forms, computer printout paper, white wove envelopes, manila envelopes, book paper, notes pads,

writing tablets, newsprint, and other uncoated writing papers, poster, index cards, calendars, brochures,

reports, magazines and publications; or as otherwise defined in 14 CCR Section 18982(a)(54).

“Process”, “Processed” or “Processing” means the controlled separation, recovery, volume

reduction, conversion, or Recycling of Solid Waste, Source Separated Recyclable Materials, and Source

Separated Organic Waste, including, but not limited to, organized, manual, automated, or mechanical sorting,

the use of vehicles for spreading of waste for the purpose of recovery, and/or includes the use of conveyor

belts, sorting lines, or volume reduction equipment, or as otherwise defined in 14 CCR Section 17402(a)(20).

“Processing Facility” means any facility, including, but not limited to a MRF, that Processes

Discarded Materials.

“Prohibited Container Contaminants” means the following: (i) Discarded Materials placed in the Blue

Container that are not identified as acceptable Source Separated Recyclable Materials for the County’s Blue

Container; (ii) Discarded Materials placed in the Green Container that are not identified as acceptable SSGCOW

for the County’s Green Container; (iii) Discarded Materials placed in the Gray Container that are acceptable

source separated Recyclable Materials and/or SSGCOW to be placed in County’s Green Container and/or Blue

Container; and (iv) Excluded Waste placed in any Container.

“Property Owner” means the owner of real property, or as otherwise defined in 14 CCR Section

18982(a)(57).

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“Rate(s)” means the maximum amount, expressed as a dollar unit, approved by the County that the

Franchisee may bill a Customer for providing specified services under this Agreement. A Rate has been

established for each individual Service Level and the initial Rates for Rate Period One are presented in

Appendix 2. The Rates approved by the County are the maximum Rate that the Franchisee may charge a

Customer for a particular Service Level and Franchisee may, in its sole discretion, charge any amount up to

and including the maximum Rate approved by the County.

“Rate Period” means a twelve (12) month period, commencing July 1 and concluding June 30.

“Recovered Materials” means the products, excluding Residual Waste, produced by the

processing of Recyclable Materials.

“Recyclable Materials” means paper, plastic, glass, metals or other materials having economic

value contained within Discarded Materials or Source-Separated Recyclable Materials and may also

include any other type of recyclable waste material agreed on by the Parties.

“Recycle”, “Recycled”, or “Recycling” means the process of collecting, sorting, cleansing,

treating, reconstituting, or otherwise processing materials that are or would be disposed of in the Disposal

System and returning them to the economic mainstream in the form of raw material for new, reused, or

reconstituted products which meet the quality standards necessary to be used in the marketplace.

“Refuse” means a form of Solid Waste and shall be regulated as such. Refuse refers specifically to

Gray Container waste.

“Remnant Organic Material” means the Organic Waste that is Collected in a Gray Container that is

part of the Gray Container Collection stream, or as otherwise defined in 14 CCR 17402(a)(23.5).

“Renewable Natural Gas” or “RNG” means gas derived from Organic Waste that has been diverted

from a Landfill and Processed at an in-vessel digestion facility that is permitted or otherwise authorized by 14

CCR to recover Organic Waste, or as otherwise defined in 14 CCR Section 18982(a)(62).

“Residential Premises” means Single-Family Dwellings and Multi-Family Dwelling Units lawfully

occupied for human shelter. Residential Premises shall also mean any building or site from which horse

manure is generated, including but not limited to maintenance and boarding of horses, provided such

premises include a residence used for human shelter.

“Residential Waste” means Discarded Waste generated, produced, and/or discarded by or at

Residential Premises within the County.

“Residual” or “Residual Waste” means the Solid Waste destined for Disposal, further

transfer/processing as defined in 14 CCR Section 17402(a)(30) or 14 CCR Section 17402(a)(31) or

transformation which remains after Processing has taken place and is calculated in percent as the weight of

Residual divided by the total incoming weight of materials.

“Reuse” or any variation thereof, means the use, in the same, or similar, form as it was produced, of

a material which might otherwise be discarded, or as otherwise defined in 14 CCR Section 17402.5(b)(2).

“Reusable Items” means items that are capable of being Reused after minimal Processing. Reusable

Items may be Collected Source Separated or recovered through a Processing Facility. Reusable Items may

include, but are not limited to, clothing, furniture, and/or sporting equipment.

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“Roll-Off Box” means an open or closed top metal Container, roll-top Container, or closed compactor

Container serviced by a roll-off truck and with a Container capacity of 10 to 50 cubic yards. Roll-off boxes

are also known as drop boxes or debris boxes.

“Routing and Collection System” means the routing and collection system for Discarded Materials

which is in effect as of the Franchise Date.

“SB 1383” means Senate Bill 1383, the Short-Lived Climate Pollutants Act of 2016 (Chapter 395,

Statutes of 2016), which added Sections 39730.5, 39730.6, 39730.7, and 39730.8 to the Health and Safety

Code, and added Chapter 13.1 (commencing with Section 42652) to Part 3 of Division 30 of the Public

Resources Code, establishing methane emissions reduction targets in a statewide effort to reduce emission of

short-lived climate pollutants as it may be amended, supplemented, superseded, or replaced from time to time.

“SB 1383 Regulations” or “SB 1383 Regulatory” refers to the Short-Live Climate Pollutants (SLCP):

Organic Waste Reductions regulations developed by CalRecycle and adopted in 2020 that created Chapter 12

of 14 CCR, Division 7 and amended portions of Regulations of 14 CCR and 27 CCR.

“Scrap Materials” means any materials which are separated by type of Generator thereof from

materials which otherwise are discarded or rejected by the Generator as Solid Waste and which are sold

or donated by the Generator to a private recycler, scrap dealer, or salvager and recycled. Scrap Materials

shall not include any materials which (1) are commingled with Solid Waste, or (2) are not commingled

with County Solid Waste, but which are collected by any person other than the Franchisee as part

of any transaction or arrangement involving Discarded Materials, irrespective of whether the Generator

pays or receives consideration in connection with such transaction or arrangement.

“Self-Hauled Waste” means Discarded Materials hauled by Self-Haulers.

“Self-Hauler” or “Self-Haul” means a Person who hauls Solid Waste, Organic Waste, or Recyclable

Materials they have generated to another Person, or as otherwise defined in 14 CCR Section 18982(a)(66).

Self-Hauler also includes a Person who Back-Hauls waste. Self-Hauler also includes landscapers.

“Service Level” refers to the number and size of a Customer’s Container(s) and the frequency of

Collection service, as well as ancillary services such as lock/unlock service, Container push/pull service, etc.

(5) units.

“Single-Family” or “Single-Family Dwelling” means any Residential Premises with less than five

“Single-Family Container” means a container of 110-gallon capacity or less, usually used by a

Single-Family Dwelling or a business, for Discarded Materials.

“Solid Waste” means all garbage, solid waste, rubbish, and other materials and substances discarded

or rejected as being spent, useless, worthless, or in excess to the Generator thereof at the time of such discard

or rejection and which are normally Discarded by or Collected from Residential (Single-Family and Multi-

Family), Commercial, industrial, governmental, and institutional establishments, which are acceptable at

Class III landfills under Applicable Law, and which are originally discarded by the first Generator thereof

and have not been previously processed. Materials shall be deemed “Solid Waste” consistent with the

meaning of California Public Resources Code Section 40191, and for purposes of this Agreement shall be

regulated as such. Solid Waste includes Organic Waste and Recyclable Materials when they are not source

separated, but does not include Source-Separated Organics Waste, Source-Separated Recyclable Materials,

Hazardous Waste, Medical Waste, Liquid Waste, Scrap Materials, Construction and Demolition Debris, or

Self-Hauled Waste.

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“Source Separated” means materials, including commingled Recyclable materials, and Organic

Waste that have been separated or kept separate from the Solid Waste stream, at the point of generation, for

the purpose of additional sorting or Processing those materials for Recycling or Reuse in order to return them

to the economic mainstream in the form of raw material for new, reused, or reconstituted products which meet

the quality standards necessary to be used in the marketplace, or as otherwise defined in 14 CCR Section

17402.5(b)(4). For the purposes of the Agreement, Source Separated shall include separation of materials by

the Generator, Property Owner, Property Owner’s employee, property manager, or property manager’s

employee into different Containers for the purpose of Collection such that Source Separated materials are

separated from Gray Container Waste or Mixed Waste and other Solid Waste for the purposes of Collection

and Processing.

“Source Separated Blue Container Organic Waste” or “SSBCOW” means Source Separated Organic

Waste that can be placed in a Blue Container that is limited to the Collection of those Organic Wastes and

Non-Organic Recyclables as defined in 14 CCR Section 18982(a)(43); or as otherwise defined by 14 CCR

Section 17402(a)(26.7). The accepted types of SSBCOW and process for modifying the accepted types of

SSBCOW are specified in Appendix 1-D.

“Source Separated Green Container Organic Waste” or “SSGCOW” means Source Separated Organic

Waste that can be placed in a Green Container that is specifically intended for the separate Collection of

Organic Waste by the Generator, excluding SSBCOW, carpets, Non-Compostable Paper, and textiles, The

accepted types of SSGCOW and process for modifying the accepted types of SSGCOW are specified in

Appendix 1-D. SSGCOW is a subset of Organic Waste.

“Source-Separated Recyclable Materials” means Source Separated Non-Organic Recyclables and

SSBCOW. The accepted types of Source Separated Recyclable Materials and process for modifying the

accepted types of Source Separated Recyclable Materials are specified in Appendix 1-D.

“Special Circumstance” means a circumstance which, when occurring, permits, but does not

require the Franchisee or the County to seek an adjustment in the Rates for Service. Any such adjustment

must be approved by the Board of Supervisors at the recommendation of OC Waste & Recycling.

“Special Service” means a level of Discarded Material collection service in excess of that offered by

the Franchisee as its basic level of service, at an additional cost to the Customer, and may include, but is

not limited to, backyard pickup, additional Containers, or more frequent collections. “Special Service” does

not mean the reasonable accommodation of an individual with a disability. The charge for any special

service may be reviewed by the Director and may require a public hearing and the approval of the Board of

Supervisors.

“SRRE” means the County's Source Reduction and Recycling Element approved by the

CalRecycle, as the Element may be amended from time to time, all in accordance with the Integrated Waste

Management Act of 1989 (AB 939) and regulations related thereto, as they may be amended from time to

time. Strategies that are required to be implemented by Franchisee are more fully set forth in Appendix 4

contained herein.

"State” means the State of California.

"Subcontractor” means every person (other than employees of the Franchisee) employed or

engaged by the Franchisee or any person directly or indirectly in privity with the Franchisee (including

every Subcontractor of whatever tier) for any portion of the Franchise Services, whether for the furnishing of

labor, materials, equipment, supplies, services, or otherwise.

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“Tax” means any tax, fee, levy, duty, impost, charge, surcharge, assessment or withholding, or

payment in lieu thereof, and any related interest, penalties, or additions to tax.

“Temporary Roll-Off Box” means a Container rented by a Customer by the week or month for a

temporary period or specific project such as yard clean-up or remodeling, provided, however, that Temporary

Roll-Off Box does not include Containers used by a Customer for regularly scheduled collection

services.

“Tier One Commercial Edible Food Generators” means a Commercial Edible Food Generator that is

one of the following, each as defined in 14 CCR Section 18982: Supermarket, Grocery Store with a total

facility size equal to or greater than 10,000 square feet, Food Service Provider, Food Distributor, or Wholesale

Food Vendor. If the definition in 14 CCR Section 18982(a)(73) of Tier One Commercial Edible Food

Generator differs from this definition, the definition in 14 CCR Section 18982(a)(73) shall apply to this

Agreement.

“Tier Two Commercial Edible Food Generators” means a Commercial Edible Food Generator that is

one of the following, each as defined in 14 CCR Section 18982: Restaurant with 250 or more seats or a total

facility size equal to or greater than 5,000 square feet, Hotel with an on-site food facility and 200 or more

rooms, Health facility with an on-site food facility and 100 or more beds, Large Venue, Large Event, a State

agency with a cafeteria with 250 or more seats or total cafeteria facility size equal to or greater than 5,000

square feet, or a local education agency with an on-site food facility. If the definition in 14 CCR Section

18982(a0(74) of Tier Two Commercial Edible Food Generator differs from this definition, the definition in

14 CCR Section 18982(a)(74) shall apply to this Agreement.

“Ton” means a “short ton” of 2,000 pounds, or its metric equivalent.

"Transfer” means the act of transferring Discarded Materials Collected by Contractor from

Contractor’s Collection vehicles into larger vehicles at a Transfer Facility for Transport to other Facilities for

Processing or Disposing of such materials. Transfer allows for removal of materials excluded or prohibited

from handling at the Transfer Facility (e.g., removal of Hazardous Waste).

“Transfer Station” means a Facility that receives Discarded Materials from Collection vehicles and

transfers that material to larger vehicles for transport to Landfills and other destinations. Transfer Stations

may or may not also include MRFs transferring residual Solid Waste to landfills and Recyclable Materials,

including Organic Materials and/or Construction and Demolition Debris, to processors, brokers or end-users.

“Transformation” means incineration of solid waste to produce heat or electricity. Transformation

includes incineration, pyrolysis, or distillation. Transformation does not include composting, gasification, or

biomass conversion.

“Transport” or “Transportation” means the act of conveying Collected materials from one location

to another.

“Uncontrollable Circumstance” means only one or more of the following specified acts, events, or

conditions, whether affecting the Operating Assets, the approved Processing Facility, the Designated

Disposal Facility, the County, or the Franchisee, to the extent that it materially and adversely affects the

ability of the Franchisee to perform any obligation under the Franchise (except for payment obligations), if

such act, event, or condition is beyond the reasonable control, and is not also the result of the willful or

negligent act, error, or omission or failure to exercise reasonable diligence on the part of the Franchisee;

provided, however, that the contesting in good faith or the failure in good faith to contest such action or

inaction shall not be construed as willful or negligent action or a lack of reasonable diligence of the

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Franchisee:

(1) An act of God, hurricane, landslide, lightning, earthquake, fire, explosion, flood, sabotage or

similar occurrence, acts of a public enemy, extortion, war, blockade or insurrection, riot or civil

disturbance, pandemic, or epidemic;

(2) A Change in Law (as defined herein);

(3) Preemption of materials or services by a Governmental Body in connection with a public

emergency or any condemnation or other taking by eminent domain of any portion of the Operating

Assets.

(4) The first twenty-one (21) days of a strike, work stoppage, or other labor dispute or

disturbance occurring with respect to any activity performed or to be performed by the Franchisee or

any of the Franchisee's Subcontractors in connection with the Operating Assets or the Franchise

Services, provided that the Franchisee has implemented a contingency plan satisfactory to the

Director.

It is specifically understood that only the acts or conditions specified above shall constitute

Uncontrollable Circumstances. Without limiting the generality of the foregoing, the parties acknowledge

that none of the following acts or conditions shall constitute Uncontrollable Circumstances:

(a) General economic conditions, interest or inflation rates, currency fluctuations or changes in

the cost or availability of fuel, commodities, supplies, or equipment;

(b) Changes in the financial condition of the County, the Franchisee, or any of its Affiliates, or

any Subcontractor affecting their ability to perform their obligations;

any Subcontractor of any tier in the performance of the Franchise Services;

(d) The failure of the Franchisee to secure patents or licenses in connection with the technology

necessary to perform its obligations hereunder;

(e) Union work rules, requirements, or demands which have the effect of increasing the

number of employees employed in connection with the Operating Assets, or otherwise increase

the cost to the Franchisee of operating and maintaining the Operating Assets or providing the

Franchise Services;

(f) Any strikes, work stoppages, or other labor disputes or disturbances occurring with

respect to any activity performed or to be performed by the Franchisee or any of the Franchisee's

Subcontractors in connection with the Operating Assets or the Franchise Services and which last

beyond twenty-one (21) days;

(g) Any failure of any Subcontractor to furnish labor, materials, service, or equipment for

any reason;

(h) Vehicle or equipment failure; or

(i) Any impact of prevailing wage law, customs, or practices on the Franchisee's construction

or operating costs.

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“Vehicle” means any truck, rolling stock, or other vehicle used by the Franchisee in connection

with the Franchise Services.

“Waste Disposal Agreement” means the Waste Disposal Agreement dated April 28, 2016, between

the County and Franchisee regarding the delivery of Solid Waste to the County Disposal System.

SECTION 1.2. INTERPRETATION. In this Franchise Agreement, unless the context otherwise requires:

(A) References Hereto. The terms “hereby,” “hereof,” “herein,” “hereunder,” and any similar terms

refer to this Franchise upon execution, and the term “hereafter” means after, and the term “heretofore”

means before, the date of execution of this Franchise Agreement.

versa.

(B) Plurality. Words importing the singular number mean and include the plural number and vice

subsections of this Franchise shall be solely for convenience of reference and shall not constitute a part of

this Franchise, nor shall they affect its meaning, construction, or effect.

(D) Entire Franchise. This Franchise Agreement contains the entire agreement between the Parties

hereto with respect to the transactions contemplated by this Franchise, provided that nothing in this Franchise

is intended to supersede the obligations of the parties to the Waste Disposal Agreement, as defined

hereunder. In the event that a provision of this Franchise is interpreted as being in conflict with the Waste

Disposal Agreement, the Parties hereto agree that the provisions of the Waste Disposal Agreement will

prevail. Furthermore, nothing in this Franchise is intended to confer on any person other than the Parties

hereto and their respective successors and assigns hereunder any rights or remedies under or by reason of

this Franchise.

(E) Reference to Days. All references to days herein are to calendar days, including Saturdays,

Sundays, and holidays, except as otherwise specifically provided.

(F) Units of Measure. Weights or volumes described herein may be reported in either metric or

U.S. standard terms of measurement, unless state or federal law or regulation specifies the system of

measurement to be used.

(G) Counterparts. This Franchise Agreement may be executed in any number of original

counterparts. All such counterparts shall constitute but one and the same Franchise.

(H) Choice of Law. This Franchise Agreement has been negotiated and executed in the State of

California and shall be governed by and construed under the laws of the State of California, without

reference to conflict of laws provisions. In the event of any legal action to enforce or interpret this Contract,

the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California,

and the Parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code

of Civil Procedure Section 394. Furthermore, the Parties specifically agree to waive any and all rights to

request that an action be transferred for trial to another venue.

(I) Interpretation. This Franchise Agreement has been negotiated at arm’s length and between

persons sophisticated and knowledgeable in the matters dealt with in this Franchise. In addition, each Party

has been represented by experienced and knowledgeable independent legal counsel of their own choosing

or has knowingly declined to seek such counsel despite being encouraged and given the opportunity to do

so. Each Party further acknowledges that they have not been influenced to any extent whatsoever in

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executing this Franchise Agreement by any other Party hereto or by any person representing them, or both.

Accordingly, any rule of law (including California Civil Code Section 1654) or legal decision that would

require interpretation of any ambiguities in this Franchise against the Party that has drafted it is not

applicable and is waived. The provisions of this Franchise shall be interpreted in a reasonable manner to

affect the purpose of the Parties and this Franchise Agreement.

(J) Severability. If any clause, provision, subsection, Section, or Article of this Franchise

Agreement shall be determined to be invalid by any court of competent jurisdiction, then the Parties hereto

shall:

(1) Promptly meet and negotiate a substitute for such clause, provision, Section, or Article

which shall, to the greatest extent legally permissible, effect the intent of the parties

therein;

(2) If necessary or desirable to accomplish item (1) above, apply to the court having declared

such invalidity for a judicial construction of the invalidated portion of this Franchise

Agreement;

(3) Negotiate such changes in, substitutions for or additions to, the remaining provisions

of this Franchise as may be necessary in addition to and in conjunction with items (1)

and (2) above, to affect the intent of the Parties in the invalid provision. The invalidity

of such clause, provision, subsection, Section, or Article shall not affect any of the

remaining provisions hereof, and this Franchise Agreement shall be construed and

enforced as if such invalid portion did not exist.

Notwithstanding the foregoing, however, the provisions of this Franchise Agreement reserving to the

County the right and power to enter into a Franchise Agreement or to designate the Designated Disposal

Facility shall not be deemed to be severable from the other provisions hereof. In the event such provisions

are held in any Legal Proceeding which is binding upon the County to be null, void, in excess of the

County's powers, or otherwise invalid or unenforceable, and the Franchisee as a result thereof utilizes a

disposal facility other than the Designated Disposal Facility for Solid Waste, this entire Franchise

Agreement shall immediately terminate without any liability by the County to the Franchisee. So long as

the Franchisee continues to utilize the Designated Disposal Facility, the County’s right to terminate this

Franchise under this subsection 1.2.(J) shall not arise.

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ARTICLE 2: REPRESENTATIONS AND WARRANTIES OF THE FRANCHISEE

SECTION 2.1. REPRESENTATIONS AND WARRANTIES. The Franchisee, by acceptance of this

Franchise Agreement, represents and warrants that:

(A) Existence and Powers. The Franchisee is duly organized and validly existing as a corporation

under the laws of the State of California, with full legal right, power, and authority to enter into and

perform its obligations under this Franchise Agreement.

(B) Due Authorization and Binding Obligation. The Franchisee has duly authorized the execution

and delivery of this Franchise Agreement. This Franchise Agreement has been duly executed and delivered

by the Franchisee and constitutes the legal, valid, and binding obligation of the Franchisee, enforceable

against the Franchisee in accordance with its terms, except insofar as such enforcement may be affected

by bankruptcy, insolvency, moratorium, and other laws affecting creditors' rights generally.

under this Franchise Agreement (1) conflicts with, violates, or results in a breach of any law or

governmental regulations applicable to the Franchisee; or (2) conflicts with, violates, or results in a breach

of any term or condition of any judgment, decree, franchise, agreement (including without limitation the

certificate of incorporation of the Franchisee), or instrument to which the Franchisee or any Affiliate is a

Party or by which the Franchisee or any Affiliate or any of their properties or assets are bound, or

constitutes a default under any such judgment, decree, agreement, or instrument.

(D) No Litigation. There is no action, suit, or other proceeding as of the Franchise Date, at law or

in equity, before or by any court or governmental authority, pending, or to the Franchisee's best

knowledge, threatened against the Franchisee which is likely to result in an unfavorable decision, ruling, or

finding which would materially and adversely affect the validity or enforceability of this Franchise or any

such agreement or instrument entered into by the Franchisee in connection with the transactions

contemplated hereby, or which would materially and adversely affect the performance by the Franchisee of

its obligations hereunder or by the Franchisee under any such other agreement or instrument.

(E) No Legal Prohibition. The Franchisee has no knowledge of any law, regulation or ruling

from any jurisdiction in effect on the Franchise Date which would prohibit the performance by the

Franchisee of this Franchise Agreement and the transactions contemplated hereby.

(F) Information Supplied by the Franchisee. The information supplied by the Franchisee in all

submittals made in connection with negotiation and award of this Franchise is correct and complete in all

material respects.

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ARTICLE 3: GRANT OF FRANCHISE

SECTION 3.1. GRANT OF FRANCHISE AND EXCLUSIONS. Effective from the Franchise Date

through June 30, 2031, the Franchise Agreement granted herein shall be exclusive for all Discarded Materials

within the Franchise Area 8, as set forth in Appendix 1-A and 1-B.

Franchisee understands that in accordance with Orange County Code, Section 4-3-56, the Franchise Areas

of the County, including but not limited to Franchise Area 8, are designated by resolution of the County

Board of Supervisors and may be modified by the Board of Supervisors from time to time. In the event of

such a modification, the County will provide Franchisee with sixty (60) days’ written notice before such

modification is affected. If and to the extent of a modification of Franchise Area 8 in accordance with

Orange County Code, Section 4-3-56, the Parties agree that such Franchise Area 8, as set forth in

Appendix 1-A, shall be modified without the need for approval by each Party to match the modification

approved by the Board of Supervisors. Franchisee agrees to continue full and complete performance of all

provisions of this Franchise in accordance with the modified Franchise Area.

Notwithstanding anything to the contrary in this Franchise Agreement, Franchisee shall have no Franchise

rights for:

(A) Collection of Recyclable Materials from Residential or Commercial Premises, with the

permission of the Owner or Generator, provided that the collector and hauler thereof:

(1) Receives no consideration from the person or entity who donated such Recyclable

Materials; or

(2) Provides compensation net of collecting, hauling and processing costs, to the Owner

or Generator in exchange for Recyclable Materials.

In order to determine the applicability of Section 3.1(A), transactions in which haulers or collectors

(other than the Franchisee) would receive compensation from the Owners or Generators (i.e., the

collection of solid waste or Recyclable Materials) shall not be combined with transactions in

which such haulers or collectors would provide compensation to the Owners or Generators (i.e.,

the purchase by the hauler or collector of Recyclable Materials); each such transaction shall be

considered independently to determine whether to exclude it from the grant of the Franchise pursuant

to Section 3.1(A).

(B) Non-Container hauling services incidental to other services to be performed at the premises of

a Customer by businesses such as gardeners, landscapers, or tree services.

haulers.

(D) Hauling of Construction and Demolition Waste accumulated in a Temporary Roll-Off Box

when such accumulation and hauling is incidental to a project of limited duration on the site.

(E) Hauling of Hazardous Waste, Medical Waste, Liquid Waste, Scrap Materials, Self-Hauled

Waste or abandoned and discarded Bulky Waste collection in public areas.

(F) Except as may be subsequently required by Applicable Law, nothing in this Section is

intended to limit the lawful donation or sale of recyclable materials which are not Discarded Materials by

the Owner or Generator of such materials to any properly-licensed entity.

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(G) Edible Food that is collected from a Generator by other Person(s) such as a Person from a

Food Recovery Organization or Food Recovery Service, for the purposes of Food Recovery; or that is

transported by the Generator to another location(s) such as the location of a Food Recovery Organization, for

the purposes of Food Recovery regardless of whether the Generator donates, sells, or pays a fee to the other

Person(s) to collect or receive the edible Food from the Generator.

(H) The hauling of byproducts from the processing of food and beverages and use of such material

as animal feed if the byproducts originate from agricultural or industrial sources, do not include animal

(including fish) processing byproducts, are Source Separated by the Generator of the byproducts, and are not

discarded; and if the use as animal feed is in accordance with 14 CCR Section 18983.1(b)(7).

(I) Organic Waste that is composted or otherwise legally managed at the site where it is generated

or at a Community Composting site.

SECTION 3.2. TERM OF FRANCHISE AGREEMENT. The initial term of this Franchise Agreement

is from July 1, 2021, through June 30, 2031. The County and Franchisee may, by mutual agreement, extend

the term of the agreement for an additional five (5) years at the end of the initial term. The extension must be

agreed upon by both parties prior to January 1, 2030.

SECTION 3.3. FRANCHISE FEE. The County has established a Franchise Fee equal to $300,000 for each

year, or portion thereof, during the entire Term of this Agreement, adjusted annually using the method below.

This fee will be split among all Franchise Areas. The Franchise Fee is split 50% based on Residential services

and 50% based on Commercial services. The Residential Franchise Fee for each Franchise Area is determined

by the number of subscribers in each Franchise Area as a percentage of total subscribers across all Franchise

Areas. The Commercial Franchise Fee for each Franchise Area is based on the percentage of each

Franchisee’s annual Gross Receipts that makeup the total annual Gross Receipts for all Franchise Areas. For

purposes of this section, Multi-Family Customers who receive Cart service shall be considered Residential

subscribers and Multi-Family Customers who receive Bin service shall be considered Commercial.

Franchisee must provide annual Gross Receipt information and Residential Subscriber information within

forty-five (45) days following the end of each contract year term. County will provide the total amount due

for each Franchisee within forty-five (45) days of receiving all annual Gross Receipt information. Franchisee

will have forty-five (45) days to pay County their portion of the Franchise Fee after receiving the amount due

from the County. Should any such due date fall on a weekend, Holiday, or other day in which the County’s

business offices are closed, payment shall be due on the first day thereafter in which the County’s business

offices are open. Franchise Fees shall be accompanied by a statement certified by an officer of Franchisee

attesting to the accuracy of the amounts paid and setting forth the basis for their calculation in a manner

acceptable to County.

Each July 1, after the first year of the Franchise Agreement, the Franchise Fee will be adjusted by the

percentage increase (if any) in the Consumer Price Index, for All Urban Consumers (CPI-U), not seasonally

adjusted, all items in Los Angeles - Long Beach - Anaheim, CA (CUURS49ASA0) (if this index becomes

unavailable, a similar, mutually agreed upon Index shall be used in its place) as published by the United

States Department of Labor, Bureau of Labor Statistics, by calculating the average of the changes in the CPI-

U between each month during the prior contract year term (July-June) period immediately preceding the date

of the rate adjustment and the same month in the preceding year. No CPI adjustment shall be negative. No

CPI adjustment shall be greater than four percent (4%).

SECTION 3.4. ASSIGNMENT AND TRANSFER OF FRANCHISE. This Franchise Agreement shall

not be transferred, sold, pledged, hypothecated, leased, or assigned, nor shall any of the rights or

privileges herein be transferred, sold, pledged, hypothecated, leased, or assigned, either in whole or in part,

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nor shall title hereto or thereto, either legal or equitable, or any right, interest, or property herein or therein,

pass to or vest in any person, except the Franchisee, either by action or inaction of the Franchisee, or by

operation of law (each a “Transfer”), without the prior written consent of the County Board of Supervisors,

which may be withheld or delayed in its sole and absolute discretion, and without the payment by the

Franchisee or the successor in interest of a transfer charge equal to 1% of Gross Revenues times the

number of years remaining in the Franchise. This fee shall not apply to the Transfers of an affiliate of

Franchisee. The Franchisee shall provide advance written notice of any request to assign or transfer this

Franchise, and shall provide the County with any information requested by the County in connection with

the proposed transfer. The County shall respond to any such request within one hundred twenty (120)

days after receipt of any information requested by the County pursuant to the preceding sentence. The

Franchisee acknowledges that, prior to approving such a transfer, the County must find that such a

transfer is in the best interests of the public health, safety, and general welfare. Any attempt by the

Franchisee to effectuate any of the foregoing without such consent of the County shall be null and void,

and any effectuation of any of the foregoing without such consent of the County shall constitute an Event

of Default resulting in the immediate termination of this Franchise as provided in Section 11.1(A) hereof.

(A) Imposition of Conditions. The County may impose conditions and restrictions on any approval

it may elect to give of any transactions described in this Franchise, including without limitation conditions

on payment of any costs set forth in Section 3.5, and amendments to this Franchise.

(B) Maintenance of Corporate Existence. The Franchisee covenants that, during the term of this

Franchise, it will maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially

all of its assets, and will not take any other action which would materially impair the ability of the Franchisee

to perform the Franchise Services. Failure to comply with this Section will constitute an Event of Default.

The Franchisee shall file a statement of ownership and management at such times as may be requested by the

Director, and shall verify the same as being true under penalty of perjury.

Franchisee with or into another entity shall constitute an assignment of this Franchise and any such

assignment requires written approval of the Director, which may be withheld or delayed in its sole and

absolute discretion.

SECTION 3.5. PAYMENT OF COSTS OF REVIEW BY FRANCHISEE. If the Franchisee requests

the consent of the County for any transaction described in Section 3.4 hereof, the Franchisee shall

reimburse the County for all reasonable costs and expenses incurred by the County in reviewing, examining,

and analyzing the request, including all direct and indirect administrative expenses of the County and

consultants’ and attorneys' fees and expenses. Bills shall be supported with evidence of the expense or cost

incurred. The Franchisee shall pay such bills within thirty (30) days of receipt.

SECTION 3.6. COUNTY’S RIGHT TO DIRECT CHANGES.

(A) General. County may direct Franchisee to perform additional services (including new Diversion

programs, etc.) or modify the manner in which it performs existing services or bills for services. Pilot programs

and innovative services which may entail new Collection methods, and different kinds of services and/or new

requirements for Waste Generators are included among the kinds of changes which County may direct.

Franchisee acknowledges that State law may increase the Diversion requirement during the term of this

Agreement and Franchisee agrees to propose services to meet such Diversion requirements. Franchisee shall

be entitled to an adjustment in its compensation for providing such additional or modified services, if

Franchisee demonstrates that its cost of service would increase, as set forth in Sections 3.6(B) and 3.6(C).

County may utilize cost components included in the Franchisee’s Proposal in calculating equitable rate

adjustments. If County and Franchisee cannot agree on compensation for new or additional services, then

County may contract with other parties for such services, which shall be considered exempt from the

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exclusivity provisions of Section 3.1.

(B) New Diversion Programs. Franchisee shall present, within sixty (60) days of a request to do so

by County, a proposal to provide additional or expanded Diversion services. The proposal shall contain a

complete description of the following:

(1)

Collection methodology to be employed (equipment, manpower, etc.).

(2)

Equipment to be utilized (vehicle number, types, capacity, age, etc.).

(3)

Labor requirements (number of employees by classification).

(4)

Type(s) of Containers to be utilized.

(5)

Type(s) of material to be Collected.

(6)

Provision for program publicity/education/marketing.

(7)

Projection of the annual financial results of the program's operations in an operating

statement format including documentation of the key assumptions underlying the

projections and the support for those assumptions.

(8)

Any other information reasonably requested by the County.

other Persons besides Franchisee to provide additional Discarded Material Collection services not otherwise

contemplated under this Agreement. If pursuant to Sections 3.6(A) and 3.6(B), Franchisee and County cannot

agree on terms and conditions of such services within ninety (90) days from the date when County first requests

a proposal from Franchisee to perform such services, Franchisee acknowledges and agrees that County may

permit Persons other than Franchisee to provide such services.

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ARTICLE 4: COLLECTION SERVICES

SECTION 4.1. GENERAL SERVICES.

(A) Overall Performance Obligations. The scope of services to be performed by Franchisee

pursuant to this Agreement shall include furnishing of all labor, supervision, equipment, materials, supplies,

and all other items necessary to perform all requirements of the Agreement. The enumeration of, and

specification of requirements for, particular items of labor or equipment shall not relieve the Franchisee of

the duty to furnish all others, as may be required, whether enumerated or not. The scope of services to be

performed by Franchisee pursuant to this Agreement shall be accomplished in a manner so that Customers

are provided reliable, courteous, and high-quality Collection services and other services described in this

Agreement at all times. The enumeration of, and specification of the requirements for, particular aspects of

service quality shall not relieve Franchisee of the duty of accomplishing all other aspects in the manner

generally provided in this Article for the delivery of services, whether such other aspects are enumerated

elsewhere in the Agreement or not. Franchisee shall not knowingly Collect Containers that include Prohibited

Container Contaminants.

(B) Collection Data. The Franchisee shall maintain on file at its business premises documentation

setting forth its Routing and Collection System; a list of all Franchise Premises in the Franchise Area,

organized alphabetically or by address; and the classification of service each receives. This information shall

be updated and provided without cost to the County upon request. Customer specific records are subject

to audit, inspection, and copying by the County during regular business hours with reasonable advance

notice.

Residential Premises, the Franchisee shall collect and remove Bulky Waste generated at any Residential

Premises upon the request of any Customer. Such collection shall occur within seven (7) days of such

request. The Franchisee shall provide the first three (3) Bulky Waste Collections in each calendar year free

of charge, provided that the number of items collected and so removed does not exceed four (4) for each of

the three (3) free Bulky Waste Collections. For any such pickups in excess of the first three (3), the

Franchisee shall be entitled to receive compensation from the Customer at a rate as set forth in Appendix 2-

A. Multi-Family Dwelling residents shall receive individual notification of the availability of Bulky Waste

Collection on a quarterly basis. Each individual Multi-Family Dwelling is entitled to the same service as

other Customers, and Franchisee shall provide Bulky Waste service upon request from Multi-Family

Dwelling residents, without requiring the property manager or other person named on the Multi-Family

Dwelling account to place the order.

(D) Bulky Waste Diversion. Bulky Waste collected by Franchisee, in accordance with this

Franchise, may not be delivered to a Designated Disposal Facility until the following hierarchy of

diversion efforts has been followed by Franchisee:

(1) Reuse as is

(2) Disassemble for reuse or Recycling

(3) Transport Bulky Items and reusable items to the appropriate Approved Facility for Reuse,

Processing

(4) Transport Organic Waste to the Approved Organic Waste Processing Facility for

Processing

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(5) Transport Paper Products to the Approved Source Separated Recyclable Materials

Processing Facility for Processing

(6) Disposal

Organic Waste collected in the Bulky Item Program must be handled in accordance with SB

1383 Regulations and the Organic Waste Processing requirements of this Agreement.

( E) Annual Community Neighborhood Cleanup Event. Franchisee shall supply one (1) forty (40)

yard roll off box per fifty (50) residential customers, not to exceed fifty (50) Bins in Franchise Area per

Contract Year, at no additional charge to the County, for County-sponsored neighborhood cleanups. Each

cleanup event will last for one day only. Franchisee and County will coordinate the dates and timing of

cleanup event or events. Organic Waste collected during these events must be handled in accordance with SB

1383 Regulations and all applicable Organic Waste Processing requirements of this Agreement. Material

Collected must be Source Separated and handled in accordance with the Processing requirements of this

Agreement or sent to a High Diversion Organic Waste Processing Facility if materials are collected comingled

as Mixed Waste.

(F) Disposal of Electronic Waste. Electronic Waste, or “e-waste,” collected by Franchisee in

accordance with this Agreement shall not be delivered to a Designated Disposal Facility but shall be

diverted by taking this waste to a properly permitted Facility.

(G) Holiday Trees. The Franchisee shall collect all Holiday trees discarded by any Franchise

Premises (Including Multiple-Family Dwellings) at the Franchise Premises on the first three (3) regularly

scheduled collection days after Christmas Day, or such other days as agreed by the Director and the

Franchisee, free of any additional charge to any Customer. Trees over six (6) foot in length must be cut in

half by the Customer before being placed out for collection. All tinsel and garland must be removed by the

Customer prior to Franchisee pick up. Franchisee shall Transport all Collected Holiday trees to the Approved

Organic Waste Processing Facility for Processing. If Holiday trees are placed at the curb for Collection after

the agreed upon timeframe, Franchisee may require the Customer to use a bulky item pickup.

(H) Manure. The Franchisee shall collect all horse manure properly discarded at any Franchise

Premises. The terms of such Collection services shall be according to the Rate defined in Appendix 2-C.

(I) Special Services. The Franchisee shall have the right, but not the obligation, to provide

additional Special Services requested by any Customer which are directly related or ancillary to any of the

other Franchise Services authorized hereunder. The nature and terms of any such Special Services shall be

negotiated directly with the Customer and compensation therefore shall be paid by the requesting

Customer at rates negotiated with the Customer. In the event the Director determines that the rates set by the

Franchisee for such Special Services are inappropriate, the Franchisee shall provide the Director with

information supporting the level of rate proposed by the Franchisee. Upon receipt and review of such

information, the Director may set the rate, which shall become binding on the Franchisee. Notwithstanding

the foregoing, the County agrees to adjust the rates for Special Services to reflect any fees or taxes which

may be imposed from time to time by the County with respect to such services.

(J) Contract Administrator. The County and the Franchisee each shall designate in writing on or

immediately following the Franchise Date a person to transmit instructions, receive information, and

otherwise coordinate service matters arising pursuant to this Franchise (“Contract Administrator”). The

County's Contract Administrator initially shall be the Director. Either Party may designate a successor or

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substitute Contract Administrator at any time by written notice to the other Party.

(K) Cart Overage. Customers may periodically generate more Solid Waste than will fit in the

Refuse Cart(s). Customers may contact Franchisee to have extra waste Collected as a Bulky item pickup

under Section 4.1(C). Items left adjacent to Carts on regularly scheduled Collection days that have not been

scheduled as a Bulky Item pickup, shall be counted as a Bulky Item pickup as described in Section 4.1(C).

Franchisee to Collect items and leave a notice on Customer’s Refuse Cart notifying the Customer of the

proper procedures to schedule a Bulky Item pickup. Franchisee may request that Customers who regularly

generate more waste than will fit in their Cart pay for a second Refuse Cart. County will make final

determination in event of dispute.

(L) Hauler Route Audit. In addition to other rights of County set forth herein, annually, Franchisee

shall conduct an audit of its collection routes in the Franchise Area serviced by Franchisee under this

Franchise. The Director shall have the right to select which audit date best serves its needs. In setting

these audit dates, the Director shall establish due dates for Franchisee providing routing and account

information, and later, the report, to County. Franchisee must complete the route audit within thirty (30)

days.

The route audit shall include all matters reasonably requested by the Director, at minimum, the

audit shall consist of a written report of an independent physical observation by person(s) other than the

route driver of each Customer in the Franchise Area, and, in addition, shall include the following

information for each Customer:

For Single-Family and Multi Family Customers:

• Route Number;

• Account Name;

• Account Service Address;

• Route Sequence;

• Number of Residential Customers;

• Breakdown of Single-Family and Multi-Family Dwellings;

• Container Conditions;

• Proper Container color and signage; and,

• Number of Extra Carts (by type of waste stream).

For Commercial Customers:

• Route Number;

• Route Sequence;

• Account Name;

• Account Number;

• Account Service Address;

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• Service Level per County Billing System (Quantity, Size, Frequency);

• Service Level per Routing System;

• Container Conditions;

• Proper Container color and signage; and,

• Observed Containers (Quantity and Size).

Within thirty (30) days after the completion of the route audit, Franchisee shall submit to County a

written report summarizing the results of the audit. This report shall include:

• Identification of the routes;

• Route map;

• Route Sequences;

• Number of accounts, by route and in total (Residential and Commercial);

• Types of exceptions observed;

• Number of exceptions by type;

• Total monthly service charge (Residential and Commercial).

The report shall include a description of the procedures followed to complete the route audit.

This description shall include the names and titles of those supervising the route audits and the name and

titles of those performing the observations.

The report shall also include a description of any exceptions and the Franchisee’s plans to resolve the

exceptions. The results of the audit, and supporting back-up data, shall be available for review by County

or its representative.

Information in route audits shall become County property and may be used by to develop a Request

for Proposals (RFP) for a new service provider or for other purposes. County may instruct Franchisee when

to conduct the audit in order for the results to be available for use in preparation of an RFP or for other

County uses. County may also instruct Franchisee to conduct an audit at a time that would produce the

most accurate Customer Service information for a new service provider to use in establishing service with

Customers.

SECTION 4.2. DISCARDED MATERIALS COLLECTION SERVICE OPERATING

REQUIREMENTS.

(A) Collection Routes and Frequency. The Franchisee shall collect Discarded Materials from the

Franchise Premises. The Franchisee shall establish and maintain collection routes in such manner as to

provide for the uniform and efficient collection of Discarded Materials from all Franchise Premises on a

Monday-through-Friday basis, and on a Monday-through-Saturday basis for Commercial accounts (except

for those customers receiving seven (7) days a week service). Sunday service may also be authorized by the

Director. Discarded Materials, as defined herein, shall be collected at least one (1) time per week, except

that the Franchisee may provide a higher level of service or, as requested by Customer, more frequent

collections as a Special Service. Source Separated Recyclable Materials and Source Separated Organic

Waste (if applicable) shall be collected at least one (1) time per week.

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The Franchisee shall not commingle Franchise collection routes with City waste routes, provided,

however, that if it is unfeasible for the Franchisee to keep collection routes separate from City waste

routes, then the Franchisee, upon approval by the Director or County Contract Administrator, may

commingle collection routes with City waste routes. If the routes are commingled, the Franchisee shall

submit to the Contract Administrator a detailed monthly report setting forth the breakdown of tonnage

collected from the commingled routes, regarding all jurisdictions within the Franchise Area within thirty

(30) days after the end of each month.

(B) Regular Hours of Service. The Franchisee shall schedule no collections or pre-collection

activities, including but not limited to staging or queuing of waste collection vehicles, in or near any

Residential Premises or Commercial Premises on any day earlier than 7:00 a.m., or later than 7:00 p.m.,

provided, however, that the Director may change the collection time as required by the needs of the

Customers or the Franchisee.

determines is a threat to public health and safety within the Franchise Area will be made by the Franchisee

at the direction of the Director. Such Emergency Services may be required outside of the regular collection

hours and schedule. To the extent reasonable, and at the request of the Director, the Franchisee will also

provide Emergency Services to other unincorporated areas of the County. If the Director requests the

Franchisee to provide Emergency Services when another Franchisee fails to provide services required by

this Franchise, the Franchisee will use the Franchisee’s good faith best efforts to respond to such a request.

When directed to provide Emergency Services, Franchisee shall be reimbursed for its reasonable costs in

providing such services, or in accordance with another payment arrangement as agreed upon between the

Director and the Franchisee. In the event of a natural disaster or declared emergency, Franchisee shall

be reimbursed for its reasonable costs in providing such emergency services by the County or other public

agency, separate and apart from the rates for Franchise Services provided for under this Franchise

(D) Noise Levels. The Franchisee shall perform the Franchise Services in a manner which is in

compliance with the County of Orange Ordinance Title 8, Chapter 8.24.

(E) Holidays. Collection of Discarded Materials shall not be required on the following legal

holidays: New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas

Day, except in case of emergency or as otherwise required by the Director. Whenever a regular

collection falls on such a holiday, the collection shall be made on the following working day, and collections

throughout the County shall become current within one (1) week thereafter. Written notice of this policy

shall be provided to Customers upon the initiation of service and at least twice annually. Collection

shall not be rescheduled when the holiday falls on a Sunday, unless otherwise agreed to by the County and

the Franchisee. Holidays will not count towards any response time requirements placed on the Franchisee.

Commercial Service Customers that subscribe to seven-day-per-week collection shall receive collection

on the holiday and such service shall not be rescheduled.

SECTION 4.3. CONTAINERS.

(A) County Regulations. The Director shall approve the number, type, size, color, labels, and other

specific physical requirements for Containers if different than those set forth in Appendix 1-C. The Franchisee

shall not be required to collect Discarded Materials from Containers which have not been approved by the

Director.

(B) General Requirements. After emptying any Container, the Franchisee shall replace the

Container in an upright position at the place where such Container was placed for collection. The

Franchisee shall handle Containers in a manner that prevents damage or spillage and shall not throw

Containers after emptying them. The Franchisee shall repair or replace, at its own expense, any Container

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damaged by the Franchisee within five (5) days.

Single-Family Dwelling with Containers, which conform to the specifications set forth in Appendix 1-C.

The Franchisee shall maintain the Containers in good repair, shall bear the cost of normal wear and tear,

and shall replace the Containers as needed. The Franchisee may charge a fee to Customers for whom

Containers must be repaired or replaced due to other than normal wear and tear and will notify the

Director if such fee has been charged. If repair requires removal of the Container from a Customer’s

premises, the Franchisee shall supply the Customer with a replacement Container or loaner Container.

The Franchisee shall, within seven (7) working days, repair or replace stolen, damaged or dilapidated

Containers. The Franchisee shall provide the Containers required pursuant to this Section at its own cost

and expense and any such Containers shall constitute Operating Assets.

(D) Containers for Multi-Family Dwelling Residential Premises and Commercial Premises. The

Franchisee shall supply each Multi-Family Dwelling and Commercial Premises with one or more Bin or

Cart for Solid Waste, Source Separated Recyclable Materials and Source Separated Organic Waste. The

size of the Containers supplied to any particular Multi-Family Dwelling and Commercial Premises shall

correspond to the service level chosen by such Multi-Family Dwelling and Commercial Premises, provided

that the Containers shall also conform to the specifications set forth in Appendix 1-C. The Franchisee shall

provide, as an Operating Asset, the Bin required pursuant to this Section at its own cost and expense. At

the request of the customer, all Bins shall be cleaned or replaced at a minimum of once a year free of

charge. At the Customer’s request, Bins may be cleaned or replaced more frequently at a Rate as set forth in

Appendix 2-C. Each Bin shall be identified with the Franchisee's name and phone number and be equipped

with heavy-duty casters and closeable lids. Each Bin shall be in accordance with current industry standards.

The Franchisee shall be responsible for the general maintenance and repair of Bins so provided, and shall

institute and maintain an effective program to repair, steam clean, and repaint all such Containers as needed,

and shall provide an equivalent Bin as replacement during repairs and maintenance. If repairing,

maintenance, steam cleaning, and or repainting is required as a result of abuse, neglect, or misuse on the

part of any Customer, the Franchisee may charge the Customer an amount approved by the Director, to

compensate for the cost thereof. The Franchisee shall, within seven (7) working days, repair or replace any

stolen, damaged or dilapidated Bin.

(E) Ownership of Containers. All Containers for Solid Waste, Recyclable Materials and Source

Separated Organic Waste provided by the Franchisee to Customers in accordance with this Franchise

Agreement shall remain the property of the Franchisee.

(F) Container Compliance with SB 1383. All Containers for Solid Waste, Recyclable Materials

and Organic Waste provided by the Franchisee must meet all requirements required by SB 1383 Regulations

and any subsequent laws or regulations.

SECTION 4.4. GENERAL REQUIREMENTS RELATING TO COLLECTION.

(A) Clean Up; Avoiding Damage to Property. The Franchisee shall cause all spills of Discarded

Materials occurring during the collection process to be cleaned up immediately. The Franchisee shall close

all gates after making collections and shall avoid crossing private or public planting areas and grounds

or jumping over hedges and fences.

(B) Hazardous Waste. The Franchisee acknowledges its obligation to arrange for the disposal of

Hazardous Waste which inadvertently comes into its possession or control. The Franchisee agrees to

establish all reasonable practices for the screening and elimination of Hazardous Waste from the waste

stream, including, but not limited to, the training of personnel, and to revise such practices as necessary to

reflect prudent waste screening considered to be good practice in the Solid Waste collection and disposal

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industry at the time. In no event will Franchisee dispose or attempt to dispose of any of the following in the

County Disposal System: Hazardous Waste; hazardous substances; medical waste; explosives, ordinance,

highly flammable substances, and noxious materials and lead-acid batteries (except if delivered in minimal

quantities and separated from Discarded Materials); drums and closed Containers; liquid waste, oil, human

wastes; machinery and equipment from commercial or industrial sources, such as hardened gears, shafts,

motor vehicles or major components thereof, agricultural equipment, trailers, marine vessels and steel cable;

hot loads; and any waste which the County Disposal System is prohibited from receiving under Applicable

Law.

employees performing collection services conduct themselves in a safe, proper, and workmanlike manner,

and that they work as quietly as possible. All such employees shall at all times of employment be dressed in

clean uniforms with suitable identification. No employee may remove any portion of their uniform

while working.

(D) Improper Loading of Containers. The Franchisee may decline to collect any Discarded

Materials that has one or more of the following characteristics:

(1) Has not been properly loaded into Containers;

(2) Has been overloaded in Containers by weight or volume, as compared to industry

standards provided by the Franchisee and acceptable to the Director;

(3) Has been compacted in a manner such that Discarded Materials will not, of its

own weight, fall out of the Container in which it is placed when such Container is turned upside

down; or

(4) Has been loaded or left for collection in any manner which would prohibit its

safe collection.

(E) Record of Non-Collection. When any Discarded Material left for collection is not collected by

the Franchisee, the Franchisee shall provide a non-Collection notice to the Customer. The non-Collection

notice shall, at a minimum: (1) inform the Customer of the reason(s) for non-Collection; (2) include the date

and time the notice was left or issued; (3) describe the premium charge to Customer for Franchisee to return

and Collect the Container after Customer corrects the issue, and (4) a telephone number at which the Customer

may contact the Franchisee. The non-Collection notice shall include photographic evidence of the violation(s).

The Franchisee’s notice of non-Collection may be left attached to or adhered to the Generator’s Container, or

at the Premises’ door or gate at the time the violation occurs, or may be delivered by mail, e-mail, text message,

or other electronic message. Franchisee shall submit a sample of its non-Collection notice to the County’s

Contract Administrator for approval prior to implementing use of it with Customers. The Franchisee shall

maintain, at its place of business, a logbook listing all such circumstances in which collection is denied. The

logbook shall contain the names and/or addresses of the Franchise Premises involved, the date and time of

such tagging, the reason for non-Collection, and the date and manner of disposition of each case. The logbook

shall be kept so that it may be conveniently inspected by the Director or County Contract Administrator upon

request. The log relating to any particular tagging shall be retained for a period of three (3) years following

such tagging. Franchisee may record such transactions on digital cameras or other electronic equipment as

feasible. Franchisee shall send a report of all information in the logbook to the County on an annual basis.

Franchisee may return for Collection and charge for an extra Collection service event (“extra pick-up”) per

Section 5.6(B)(6).

(F) Discarded Household Hazardous Waste. If the Franchisee finds what reasonably appears to be

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Hazardous Waste or Household Hazardous Waste at a Designated Collection Location, the Franchisee, in

addition to the procedure outlined in the previous paragraph, shall either:

(1) Notify the Owner or Generator, if such can be determined, that the Franchisee

may not lawfully collect such waste and leave a tag specifying the nearest location available

for such appropriate disposal, or

(2) Follow such other procedure as the Director approves.

In the event of a threat to public health and safety, the Franchisee shall immediately call “911” or

make other emergency contact with the local police or fire agency. The Franchisee shall thereafter provide

a written report to the Director within one (1) day of such incident.

(G) Fees and Gratuities. The Franchisee shall not, nor shall it permit any agent, employee, or

Subcontractor employed by it, to request, solicit, or demand, either directly or indirectly, any

compensation for the collection of Discarded Materials or other Franchise Services, except such

compensation as is specifically provided for herein.

SECTION 4.5. COLLECTION LOCATIONS.

(A) General. The Franchisee shall be responsible for the collection of all Discarded materials

placed for collection in a legal manner as required or permitted under this Franchise. The Franchisee shall

immediately notify the Director of any condition at or near any Designated Collection Location which

creates a safety hazard or accessibility problem. Upon authorization by the Director, the Franchisee shall

discontinue collection for any such location until the safety hazard or accessibility problem is corrected

or make alternative collection efforts if reasonably feasible.

(B) Enclosures. Where the Designated Collection Location is within an enclosure constructed

pursuant to the requirements of any public agency having jurisdiction over the design, construction, and

location of such enclosures, the Franchisee shall be responsible for the removal and replacement of all

Containers placed therein. The Franchisee shall use sufficient care in the handling of such Containers so as

to prevent any damage to the enclosure, the enclosure doors, and adjacent facilities or improvements. The

Franchisee shall promptly repair at its own expense any such enclosure or adjacent facilities or

improvements damaged by the Franchisee. Franchisee is not responsible for normal wear-and-tear of the

enclosure. The Director shall resolve any disputes relating to such damage, and the Franchisee agrees to

abide by such decision.

SECTION 4.6. MULTI-FAMILY DWELLING AND COMMERCIAL SOURCE SEPARATED

RECYCLABLE MATERIALS COLLECTION. Franchisee shall provide Recycling collection service to

all Customers at Multi-Family Dwelling and Commercial Premises at no additional charge using a Container

type mutually agreed upon by the Franchisee and the Customer and in accordance with this agreement.

Customer and Franchisee shall mutually agree upon an on-site location at which all Source Separated

Recyclable Materials shall be collected. Franchisee shall have a Recycling program whereby it, at a

minimum, collects the following Recyclable Materials in Recycling Containers from Customers:

aluminum, tin, steel and bi-metal cans, glass and metal containers, PET (plastic #1), HDPE (plastic #2),

plastics #3 through #7, newspaper, mixed paper (including, but not limited to, colored paper, paper board,

craft paper, office paper, computer paper, telephone books, catalogues, cardboard, cereal boxes, dry food

boxes, tab cards, junk mail, and magazines); milk cartons, and drink boxes. Franchisee also agrees to

make programs available for all other materials for which it has established markets. Containers must comply

with the requirements in Appendix 1-C. Acceptable materials are listed in Appendix 1-D. Franchisee shall

Transport the Source Separated Recyclable Materials to the Approved Transfer Facility for Transfer or

directly Transport to the Approved Source Separated Recyclable Materials Processing Facility, as specified

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in Appendix 1-E.

Franchisee shall visit all new Customers within two weeks of the start of new service and maintain records

of such visits. Franchisee shall continue to conduct on-site visits to Multi-Family and Commercial Customers

throughout the term of the Agreement to implement and optimize recycling programs for each Customer. A

list of new account and ongoing account visits, including all information required above, shall be provided,

within thirty (30) days, to the County upon request.

SECTION 4.7. MULTI-FAMILY DWELLING AND COMMERCIAL ORGANIC WASTE

COLLECTION. Franchisee shall provide a Green Container or Bin to all Customers at Multi-Family

Dwelling and Commercial Premises using a Container type mutually agreed upon by the Franchisee and

the Customer. All Containers and Bins provided must comply with this Agreement and be approved by the

County. Customer and Franchisee shall mutually agree upon an on-site location at which all Source

Separated Green Container Organic Waste shall be collected. The cost of the box or Bin shall be in

accordance with the approved rate schedule. Containers must comply with the requirements in Appendix 1-

C. Acceptable materials are listed in Appendix 1-D. A Food Waste Recycling program must be provided by

the Franchisee to Customers no later than January 1, 2022. Franchisee shall Transport the Source Separated

Green Container Organic Waste to the Designated/Approved Transfer Facility for Transfer and Transport to

the Approved Organic Waste Processing Facility, as specified in Appendix 1-E.

SECTION 4.8. SINGLE-FAMILY SOURCE SEPARATED RECYCLABLE MATERIAL

COLLECTION. Franchisee shall provide Single-Family Customers with a container for collection of

Source Separated Recyclable Materials. Containers must comply with the requirements in Appendix 1-C.

Acceptable materials are listed in Appendix 1-D. Franchisee shall Transport the Source Separated Recyclable

Materials to the Designated/Approved Transfer Facility for Transfer and Transport to the Approved Source

Separated Recyclable Materials Processing Facility, as specified in Appendix 1-E.

Customers may request a second cart, for an additional charge per cart, in accordance with the approved rate

schedule (Appendix 2-A).

SECTION 4.9. SINGLE-FAMILY ORGANIC WASTE COLLECTION. Franchisee shall provide

Single-Family Customers with a Container for collection of Source Separated Green Container Organic

Waste. Containers must comply with the requirements in Appendix 1-C. Acceptable materials are listed in

Appendix 1-D. A Food Waste Recycling program must be provided by the Franchisee to Customers no later

than January 1, 2022. Franchisee shall Transport the Source Separated Green Container Organic Waste to the

Designated/Approved Transfer Facility for Transfer and Transport to the Approved/Designated Organic

Waste Processing Facility, as specified in Appendix 1-E.

Customers may request a second cart, for an additional charge per cart, in accordance with the

approved rate schedule (Appendix 2-A).

SECTION 4.10. OTHER WASTES. The Parties acknowledge that this Franchise Agreement is granted

only with respect to the Franchise Services and does not include the collection, transportation,

processing, or disposal of Hazardous Waste, Medical Waste, Liquid Waste, or Construction and

Demolition Waste. If the Franchisee elects to provide any such services with respect to Hazardous

Waste, Medical Waste, Liquid Waste or any other waste regulated by the Department of Toxic Substances

Control, such haulage shall be done pursuant to a separate agreement, by a separate legal entity separately

insured and liable, and according to Applicable Law. The Parties further acknowledge that the provision

by the Franchisee of any services not specifically included within the Franchise are excluded from the

protection of this Franchise and may be the subject of competition among any and all legally authorized

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haulers.

SECTION 4.11. INTEGRATED WASTE MANAGEMENT ACT (AB 939) COMPLIANCE. The

Franchisee shall provide on a monthly basis all necessary reporting data requested by the County relating to

the County’s compliance requirements pertaining to AB 939 (as amended hereafter) as it affects the

County’s Integrated Waste Management Plan. Such report shall be provided to the County within thirty

(30) days after the end of each month. The Franchisee shall cooperate in activities requested by the

County to measure diversion of Solid Waste from landfills including, but not limited to, providing a

location for conducting waste sorting at the Franchisee’s facilities, re-routing trucks on a temporary basis to

facilitate composition analysis.

The County reserves the right to institute a fee for its costs directly attributable to County compliance

with the Integrated Waste Management Act of 1989 (AB 939) as it may be amended or superseded. If

instituted, the County may direct that such a fee be collected as a "pass through" to the Franchisee's

customers within the Franchise Area.

SECTION 4.12. SELF-HAUL OPT-OUT. Notwithstanding any provision to the contrary herein, a

Customer, or potential Customer within the Franchise Area may opt-out of services provided under this

Franchise, provided that such Customer or potential Customer demonstrates to the satisfaction of the

Director that it personally collects all Discarded Materials generated at the premises, removes and conveys

such Solid Waste without littering the streets and disposes of such Solid Waste at a fully permitted

disposal facility. Self-Haulers must source-separate all Organic Waste generated on site and recycle those

materials or take Organic Waste to a High Diversion Organic Waste Processing Facility. Any Customer or

potential Customer who opts-out of service must still abide by all applicable laws and regulations, including

but not limited to those included for Self-Haulers in SB 1383 and AB 901. The Franchisee shall survey, track,

and report to the County, on an annual basis, Generators who opt out of service and provide the County with

information on what alternative services those Generators are utilizing to ensure compliance with all laws

and regulations.

SECTION 4.13. COUNTY DESIGNATION OF FACILITIES. Franchisee agrees that the Board of

Supervisors or Director may, upon making a finding of public health, safety, well-being, or benefit, direct

Franchisee to deliver any or all Source Separated Recyclable Materials, SSGCOW, Mixed Waste, and/or

Gray Container Waste Collected within the County to any type of Designated Facility, as County may

designate. Such a change shall be considered a County-directed change in scope and handled in accordance

with provisions in Section 4.4. The Residual remaining after Processing, or recovery of Source Separated

Recyclable Materials, and SSGCOW shall be subject to the Board of Supervisors authority to direct Disposal

at a Disposal Facility designated by the Board of Supervisors. County shall reserve the right to direct such

Residual in accordance with the Board of Supervisor’s direction in any agreement with the Facility operator

of any Transfer Facility or Processing facility where Franchisee delivers Source Separated recyclable

Materials, SSGCOW, Mixed Waste, and/or Gray Container Waste. Franchisee agrees to Transport Discarded

Materials to the Designated Facility(ies) designated by the Director, commencing no later than fourteen (14)

days from the date on which the Franchisee and Director agreed upon a rate adjustement for any such change

of designated facility in accordance with Section 10.2.

(A) Designated Facility – Disposal. The Franchisee, without constraint and as a free-market

business decision in accepting this Agreement, agrees to use the Designated Disposal Facility for the purposes

of Disposal of all Gray Container Waste Collected by the Franchisee under the terms of this Agreement. Such

decision by Franchisee in no way constitutes a restraint of trade notwithstanding any change in law regarding

flow control limitations or any definitions thereof. Franchisee shall comply with additional requirements

related to use of the Designated Disposal Facility pursuant to Section 6.1.

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ARTICLE 5: PROCESSING AND TRANSFER

SECTION 5.1. PROCESSING AND TRANSFER ARRANGEMENTS. The Franchisee shall make

its own processing and transfer arrangements, so long as such arrangements are in full compliance with

Applicable Law, subject to the following conditions:

The Director may order the Franchisee to modify or terminate its processing and/or transfer

arrangements if:

(1) The Director determines that such arrangements threaten public health or safety, or

(2) The Director determines that the County is not adequately protected from liability for the

activities of the processing or transfer entities, or

(3) The Director determines that the diversion levels of the particular facility is commercially

unreasonable, or

(4) The Director determines that a lower cost solution is available that would benefit the rate

payers, or

(5) The Franchisee is disposing of Recovered Materials in a manner which does not result in

commercially reasonable diversion credit to the County, or

(6) The Franchisee is not handling Organic Waste and Recyclable Materials in a manner which

constitutes a reduction in Landfill Disposal in accordance with SB 1383 Regulations, or

(7) The Franchisee is otherwise substantially out of compliance with the requirements of SB 1383

Regulations.

SECTION 5.2. RECYCLABLE MATERIALS PROCESSING SERVICES. The Franchisee shall deliver

all Collected Source Separated Recyclable Materials to a fully permitted Source Separated Recyclable

Processing Facility or a fully permitted Transfer Facility. All expenses related to Recyclable Material

Processing and marketing will be the sole responsibility of the Franchisee. The Franchisee shall ensure that

the Recyclable Material Collected pursuant to this Agreement is not disposed of in a landfill, except as

Residual Waste resulting from Processing. The Approved Source Separated Recyclable Processing Facility

can be found in Appendix 1-E. Franchisee agrees to cooperate with County requests to direct material to

specified facilities.

SECTION 5.3. ORGANIC MATERIALS PROCESSING SERVICES. The Franchisee shall deliver all

Collected Source Separated Green Container Organic Waste to the Approved Organic Waste Processing

Facility. All expenses related to Source Separated Green Container Organic Waste Processing and marketing

will be the sole responsibility of the Franchisee. The Franchisee shall ensure that all Organic Waste Collected

pursuant to this Agreement is diverted from the landfill, except as a Residue resulting from Processing. The

Approved Organic Waste Processing Facility can be found in Appendix 1-E. Franchisee agrees to cooperate

with County requests to direct material to specified facilities.

SECTION 5.4. FRANCHISEE'S PROFIT OR LOSS FROM SALE OF RECOVERED

MATERIALS. The Franchisee must use its best efforts to sell Recovered Materials. The Franchisee is

entitled to all revenues or other consideration derived from its sale of Recovered Materials; conversely, the

Franchisee shall bear the entire risk of and have the responsibility of disposing of Recovered Materials.

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SECTION 5.5. TITLE TO RECOVERED MATERIALS. As between the Parties, the Franchisee has

title to and liability for all Recovered Materials, and shall indemnify, defend, and hold harmless the

County from any property damage, personal injury, or consequential damages suffered by any person

from exposure to or as a result of processing any Recovered Materials or subsequent product made from

Recovered Materials based on any theory of liability. The Franchisee shall promptly notify the County of

any claim by any person arising out of the marketing, disposal, or reuse of Recovered Materials.

SECTION 5.6. CONTAMINATION MONITORING PROCEDURES. This Section presents inspection

method(s) for Prohibited Container Contaminants to be used by the Franchisee in conducting contamination

monitoring.

(A) Container Inspection Methods.

(1)

Option 1. Physical Container Inspections. When Franchisee’s Hauler Route personnel

dismounts from Collection vehicles to empty a Container, such personnel shall lift the Container lid

and observe the contents. Upon finding Prohibited Container Contaminants in a Container,

Franchisee shall follow the contamination noticing procedures and contaminated Container handling

protocol sets forth in Section 5.6(D)

(2)

Option 2. Visual Inspections via On-Board Monitoring System. For Collection

vehicles with automated Collection service, the Collection vehicle hopper shall be equipped with a

video camera and monitoring system. The Franchisee shall observe, via the hopper video camera

and monitoring system, the contents of the Containers as the materials are emptied into the vehicle.

Upon finding Prohibited Container Contaminants in the Container, Contract shall follow the

contamination noticing procedures and containing Container handling protocols set forth in Section

5.6(D). If the Franchisee determines that the Container again contains Prohibited Container

Contaminants upon the next day of service, Franchisee shall follow the contamination noticing

procedures and contaminated Container handling protocols set forth in Section 5.6(D)

(3)

Option 3. Visual Inspections via Remote Monitoring. Franchisee shall install camera

equipment in Containers and use a cloud-based software that will enable the Franchisee to monitor

and examine the contents of Containers using digital photographic images obtained from the

cameras installed in the Containers. The digital images shall be maintained and accessible for

examination through the Franchisee’s cloud-based software platform. Franchisee will perform

regular and frequent remote monitoring of each Container, automatically, manually, or in

combination using the remote monitoring system. The Container monitoring system shall capture

digital pictures multiple times each day of the contents of the Container to document and visualize

various layers of material in the Container. Capturing multiple digital pictures is necessary to detect

Prohibited Container Contaminants through the Container. Upon finding Prohibited Container

Contaminants in a Container, Franchisee shall follow the contamination noticing procedures and

contaminated Container handling protocol sets forth in Section 5.6(D)

(B) Actions upon Identification of Prohibited Container Contaminants.

(1)

Record Keeping. The driver or other Franchisee representative shall record each event

of identification of Prohibited Container Contaminants in a written log or in the on-board computer

system including date, time, Customer’s address, type of Container; and maintain photographic

evidence. Franchisee shall submit this record to the Franchisee’s Customer service department, and

Franchisee’s Customer service department shall update the Customer’s account record to note the

event, if the documentation in the on-board computer system did not automatically update the

Customer’s account record. Franchisee must also upload all information related to Prohibited

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Container Contaminants into the County’s reporting system on at least a monthly basis.

(2)

Identification of Excluded Waste. If Franchisee’s personnel observe Excluded Waste

in an uncollected Container, the Franchisee’s personnel shall issue a non-Collection notice for this

Container in accordance with Section 5.6(B)(4) and shall not Collect the Discarded Materials that

contain Excluded Waste. Franchisee’s personnel shall record that observation in accordance with

Section 5.6(B)(1) and immediately inform their route supervisor. The route supervisor shall

investigate and initiate applicable action within one (1) Business Day or sooner if the Hazardous

Waste may cause immediate danger.

(3)

Courtesy Pick-Up Notices. Upon identification of Prohibited Container Contaminants

in a Customer’s Container, Franchisee shall provide the Customer a courtesy pick-up notice. The

courtesy pick-up notification shall: (1) inform the Customer of the observed presence of Prohibited

Container Contaminants; (2) include the date and time the Prohibited Container Contaminants were

observed; (3) include information on the Customer’s requirement to properly separate materials into

the appropriate Containers, and the accepted and prohibited materials for Collection in each

Container; (4) inform the Customer of the courtesy pick-up of the contaminated materials on this

occasion with information that following three (3) instances Franchisee may issue a non-Collection

notice; and (5) shall include photographic evidence. Franchisee shall leave the courtesy pick-up

notice attached to or adhered to the Generators’ contaminated Containers; at the Premises’ door or

gate; or, may deliver the notice by mail, e-mail, text message, or other electronic message. Franchisee

shall Collect the contaminated Container and Transport the material to the appropriate Approved

Facility for Processing; or Franchisee may Collect the contaminated materials and Transport the

contaminated materials to the appropriate Approved Facility for Disposal.

(4)

Non-Collection Notices. Upon identification of Prohibited Container Contaminants

in a Container in excess of standards agreed upon by the Parties or Excluded Waste, Franchisee shall

provide a non-Collection notice to the Generator. The non-Collection notice shall, at a minimum: (1)

inform the Customer of the reason(s) for non-Collection; (2) include the date and time the notice was

left or issued; (3) describe the premium charge to Customer for Franchisee to return and Collect the

Container after Customer removes the Contamination, and (4) a telephone number at which the

Customer may contact the Franchisee. The non-Collection notice shall include photographic evidence

of the violation(s). The Franchisee’s notice of non-Collection may be left attached to or adhered to

the Generator’s Container, or at the Premises’ door or gate at the time the violation occurs, or may

be delivered by mail, e-mail, text message, or other electronic message. Franchisee shall submit a

sample of its non-Collection notice to the County’s Contract Administrator for approval prior to

implementing use of it with Customers.

(5)

Communications with Customer. Whenever a Container at the Premises of a

Commercial or a Multi-Family Customer is not Collected, Franchisee shall contact the Customer on

the scheduled Collection day or within forty-eight (48) hours of the scheduled Collection day by

telephone, e-mail, text message, or other verbal or electronic message to explain why the Container

was not Collected. Whenever a Container is not Collected because of Prohibited Container

Contaminants a Customer service representative shall contact the Customer to discuss, and encourage

the Customer to adopt proper Discarded materials preparation and separation procedures.

(6)

Franchisee Return for Collection. Upon request from Customer, Franchisee shall

Collect Containers that received non-Collection notices per Section 5.6(B)(4) or Section 4.4(E)

within one (1) working Day of Customer’s request if the request is made at least two (2) Working

Days prior to the regularly scheduled Collection Day. Franchisee shall bill Customer for the extra

Collection service event (“extra pick-up”) at the applicable County-approved Rates only if Franchisee

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notifies Customer of the premium Rate for this service at the time the request is made by Customer.

Generator’s Container(s), Franchisee may Dispose of the Container’s contents, provided Franchisee complies

with the noticing requirements in Section 5.6(B) above.

(D) Contamination Monitoring. Hauler must monitor contamination using one of the following

methods:

(1)

Hauler Route Review Option. Commencing on or before January 1, 2022, the

Franchisee shall, at its sole expense, conduct Hauler Route reviews for Prohibited Container

Contaminants in Collection Containers in a manner that is deemed safe by the Franchisee; is approved

by the County; is conducted in a manner that results in all Hauler Routes being reviewed at a

minimum annually; and, complies with the requirements of this Section and meet the requirements

of 14 CCR Section 1894.5(b).

Franchisee shall conduct Hauler Route reviews that include inspection of the contents of

Customers’ Collection Containers for Prohibited Container Contaminants in a manner such that the

greater of a minimum of five (5) Containers or ten percent (10%) of Containers per container type on

each and every Hauler Route are inspected annually. The Containers shall be randomly selected by a

method proposed by the Franchisee and approved by the County.

Franchisee shall develop a Hauler Route review methodology to accomplish the above

Container inspection requirements and such methodology shall comply with the requirements of 14

CCR Section 18984.5(b). Franchisee shall submit its proposed Hauler Route review methodology for

the coming year to the County no later than January 15 of each year describing its proposed

methodology for the calendar year and schedule for performance of each Hauler Route’s annual

review. Franchisee’s proposed Hauler Route review methodology shall include not only its plan for

Container inspections, by shall also include its plan for prioritizing the inspection of Customers that

are more likely to be out of compliance. County and/or CalRecycle will review and approve the

proposed methodology. Franchisee may commence with the proposed methodology upon approval.

If the County and/or CalRecycle notifies the Franchisee that the methodology is inadequate

to meet the requirements of 14 CCR Section 18984.5(b), Franchisee shall, at its sole expense, revise

the methodology and, after obtaining County or CalRecycle approval, conduct additional Hauler

Route reviews, increased Container inspections, or implement other changes using the revised

procedure. If the Franchisee’s proposed methodology has been deemed inadequate by the County,

the Franchisee shall, at the expense of the County, revise the methodology and implement the

necessary changes using the revised procedure.

The County’s Contract Administrator may request, and Franchisee shall accept,

modifications to the schedule to permit observation of the Hauler Route reviews by the County. In

addition, Franchisee shall provide an e-mail notice to the County’s Contract Administrator no less

than ten (10) Working Days prior to each scheduled hauler Route review that includes the specific

time(s), which shall be within the County’s normal business hours, and location(s).

Upon finding Prohibited Container Contaminants in a Container, Franchisee shall follow the

contamination noticing procedures and contaminated Container handling protocols set forth in

Sections 5.6(A),5.6(B), and 5.6(C).

Franchisee shall maintain records and report to the County, using a method prescribed by the

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County, monthly on contamination monitoring activities and actions taken, in accordance with

Appendix 6.

(2)

Waste Evaluation Option. Commencing on or before January 1, 2022, Franchisee

shall, at its sole expense, conduct waste evaluations that comply with the requirements of this Section

and meet the requirements of 14 CCR Section 18984.5(c). The County maintains the right to observe,

or hire a third party to observe, the waste evaluations. Franchisee shall, no later than January 15 of

each calendar year, provide the County with a proposed waste evaluation methodology and a schedule

of waste evaluations for the calendar year for review and approval by County. The County’s Contract

Administrator may request, and Franchisee shall accept modifications to the schedule to permit

observation by the County. In addition, Franchisee shall provide an e-mail notice to the County’s

Contract Administrator no less than ten (10) Working Days prior to each scheduled waste evaluation

that includes the specific time(s), which shall be within the County’s normal business hours, and

location(s) for the waste evaluation.

The Franchisee shall conduct waste evaluations for Prohibited Container Contaminants by

sampling the contents of Containers on Hauler Routes in the follow manner: Franchisee shall conduct

waste evaluations at least twice per year and the studies shall occur in two distinct seasons of the

year.

The Franchisee’s waste evaluations shall include samples of Source Separated Recyclable

Materials, SSGCOW, and Gray Container Waste, and any other Containers types.

The waste evaluations shall include samples from each Container type served by the

Franchisee and shall include samples taken from different areas in the County that are representative

of the County’s waste stream.

The waste evaluations shall include at least the following minimum number of samples from

all the Hauler Routes included in the studies: a) For Hauler Routes with less than 1,500 Generators,

the study shall include a minimum of 25 samples; b) For Hauler Routes with 1,500-3,999 Generators,

the study shall include a minimum of 30 samples; c) For Hauler Routes with 4,000-6,999 Generators,

the study shall include a minimum of 35 samples; and, d) For Hauler Routes with 7,000 or more

Generators, the study shall include a minimum of 40 samples.

The Franchisee shall Transport all of the material Collected for sampling to a sorting area at

an Approved/Designated Facility, where the presence of Prohibited Container Contaminants for each

Container type shall be measured to determine the ratio of Prohibited Container Contaminants present

in each material stream by weight. To determine the ratio of Prohibited Container Contaminants, the

Franchisee shall use the following protocol: a) The Franchisee shall take one sample of at least 200

pounds from the material Collected from each material stream for sampling. For example, Franchisee

shall take a 200-pound sample taken from the combined contents of the SSGCOW Container samples,

b) The 200-pound sample shall be randomly selected from different areas of the pile of Collected

material for that material stream, c) For each 200-pound sample, the Franchisee shall remove any

Prohibited Container Contaminants and determine the weight of Prohibited container Contaminants,

d) The Franchisee shall determine the ratio of Prohibited Container Contaminants in the sample by

dividing the total weight of Prohibited Container Contaminants by the total weight of the sample, e)

all weights shall be recorded in pounds, and f) the facility, scales and weighing process used for the

study shall meet the standards in Appendix 6.

If the sampled weight of Prohibited Container Contaminants exceeds twenty-five percent

(25%) of the measure sample for any material stream, Franchisee shall:

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a) Notify the County within fifteen (15) Working Days of the waste evaluation;

b) Within fifteen (15) Working Days of the waste evaluation, either:

1) Notify all Generators on the sampled Hauler Route of their requirement to

properly separate materials into the appropriate Containers. The Franchisee may

provide this information by placing a written notice on the Generators’ Containers

or the gate or door of the Premises; and/or by mail, e-mail, or electronic message

to the Generators. The format of the warning notice shall be approved by the

County; or,

2) Perform a targeted Hauler Route review of Containers on the Hauler Route

sampled for waste evaluations to determine the sources of contamination and

notify those Generators of their obligation to properly separate materials. The

Franchisee may provide this information by placing a written notice on the

Generators’ Containers or the gate or door of the Premises; and/or by mail, e-

mail, or electronic message to the applicable Generators. The format of the

warning notice shall be approved by the County.

Upon finding Prohibited Container Contaminants in a Container, Franchisee shall follow the

contamination noticing procedures and contaminated Container handling protocols set forth in

Section 5.6(A) and 5.6(B), which include protocols for non-Collection and Disposal of contaminated

materials.

Franchisee shall maintain records and report to the County, using a method prescribed by the

County, monthly on contamination monitoring actives and actions taken, in accordance with

Appendix 6.

SECTION 5.7. PROCESSING FACILITY TEMPORARY EQUIPMENT OR OPERATIONAL

FAILURE WAIVER.

(A) Notification to the County. The Franchisee, or their Subcontractor (such as a Facility

Operator), shall notify the County of any unforeseen operational restrictions that have been imposed upon an

Approved Facility by a regulatory agency or any unforeseen equipment or operational failure that will

temporarily prevent an Approved/Designated Facility from Processing and recovering Source Separated

Recyclable Materials, SSGCOW, or Mixed Waste. The Franchisee or Subcontractor shall notify the County

as soon as possible and no later than forty-eight (48) hours from the time of the incident. The notification

shall include the following: 1) name of Approved/Designated Facility; 2) the Recycling and Disposal

Reporting System Number of the Approved/Designated Facility; 3) date the Approved/Designated Facility

became unable to Process Source Separated Recyclable Materials, SSGCOW, or Mixed Waste; 4) description

of the operational restrictions that have been imposed upon the Approved/Designated Facility by a regulatory

agency or unforeseen equipment failure or operation restriction that occurred; 5) the period of time the

Franchisee anticipates the temporary inability of the Approved/Designated Facility to Process Source

Separated Recyclable Materials, SSGCOW, or Mixed Waste; 6) Franchisee’s proposed action plan to deliver

materials to an Alternative Facility for Processing (refer to Appendix 1-E) or Franchisee’s request for waiver

to deliver Source Separated Recyclable Materials, SSGCOW, or Mixed Waste to the Designated Disposal

Facility.

(B) Use of Alternative Facility or Waiver for Disposal of Materials. Upon notification by

Franchisee or Subcontractor of an Approved/Designated Facility’s inability to Process materials, County

shall evaluate the notification and determine if County shall require Franchisee to use an Alternative Facility

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or allow the Franchisee to Transport the Source Separated Recyclable Materials, SSGCOW, or Mixed Waste

to the Designated Disposal Facility for Disposal on a temporary basis for a time period specified by the

County. Upon County’s decision, the County shall notify the Franchisee of its requirement to use an

Alternative Facility for Processing or to use the Approved Disposal Facility for Disposal, and the period of

time that the County will allow the Source Separated Recyclable Materials, SSGCOW, or Mixed Waste to

be redirected to the Alternative Facility or Approved/Designated Disposal Facility. Pursuant to 14 CCR

Section 18984.13, the approved Disposal period shall not exceed ninety (90) days from the date the

Approved/Designated Facility’s Processing restriction or failure commenced. In such case, the Franchisee

must receive written permission from the County Contract Administrator prior to depositing any Discarded

Material in a Landfill.

Approved/Designated Facility incidents and report this information to the County in accordance with

Appendix 6.

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ARTICLE 6: SOLID WASTE DISPOSAL

SECTION 6.1. SOLID WASTE DISPOSAL.

(A) Disposal Generally. The Franchisee shall transport and dispose of all Discarded Materials

which it collects but does not divert from landfill disposal at the Designated Disposal Facility in accordance

with the requirements of this Franchise Agreement, Applicable Law and with the requirements, rules and

regulations of the Director. The Franchisee agrees that it shall not dispose of Hazardous Waste, Medical

Waste, Liquid Waste, Source Separated Recyclable Materials, Source Separated Green Container Organic

Waste or any other waste not included as County Acceptable Solid Waste at the Designated Disposal

Facility, except as may be required in emergencies resulting from Uncontrollable Circumstances with the

prior written approval of the Director and in compliance with Section 5.7 and Appendix 1-E.

(B) Designated Disposal Facilities. The Director shall have the right during the Term of the

Franchise to determine the Designated Disposal Facility, or multiple concurrent Designated Disposal

Facilities, in its sole and absolute discretion. The initial Designated Disposal Facilities shall be any of the

Orange County landfills: Olinda Alpha, Frank R. Bowerman or Prima Deshecha. The Director shall notify

the Franchisee in writing of any changes in the Designated Disposal Facility. See Appendix 1-E for additional

details.

lading or other documents as the Director may deem to be necessary or appropriate to confirm

compliance by the Franchisee with this Franchise Agreement and shall retain all weight slips or other call

information provided to the Franchisee's drivers. See Appendix 6 for additional details.

(D) Payment of Disposal Fees. The Franchisee shall pay, or make arrangements for the payment of,

all disposal fees and other transfer, disposal or processing charges imposed by the County or other entity

for the disposal or processing of Solid Waste. The Franchisee acknowledges that disposal or processing

costs required to be incurred by the Franchisee were taken into account in the determination of the rates

established in this Agreement, and the Franchisee shall not be entitled to any additional compensation from

the County or from Customers because of variations in disposal or processing costs except to the extent

provided in Section 10.3.

(E) Failure to Transport to Designated Disposal Facility. The Franchisee's failure to properly

transport, or cause to be transported, Discarded Materials as described herein is an Event of Default, as

described in Section 11.1(A) of this Agreement.

(F) Flow Control Covenant. The Franchisee hereby waives any right which it may possess under

Applicable Law to contest on any ground, constitutional, statutory, case law, administrative or otherwise, (a)

the right, power, or authority of the County to engage in the practice of legal Solid Waste "flow

control," or to enter into or perform obligations under the Waste Disposal Agreement, (b) the

enforceability of the Waste Disposal Agreement described in Section 6.1(G), or (c) the right, power, or

authority of the County to deliver or cause the delivery of all Solid Waste collected within the Franchise

Area to the Designated Disposal Facility in accordance with this Franchise and the "flow control" covenant

contained in any proposed or executed Waste Disposal Agreement.

(G) Waste Disposal Agreement. The Franchisee acknowledges that it has entered into a Waste

Disposal Agreement with the County (the "Waste Disposal Agreement") and warrants that the Waste

Disposal Agreement is in full force and effect as of the date of the Franchise and constitutes a separate

and independent obligation of Franchisee with respect to the matters contained therein. Nothing in this

Franchise in any way modifies or supersedes the Waste Disposal Agreement.

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(H) Legal Challenges to Franchise System. The Franchisee shall use its best efforts to preserve,

protect and defend its right to exercise and comply with this Agreement against any challenge thereto,

legal or otherwise (including any lawsuits against the Franchisee or the County, whether as plaintiff or

defendant), by any person, based upon breach of contract, violation of law or any other legal theory. The

Franchisee shall bear the cost and expense of any such legal proceeding or other challenge.

(I) Transponder Usage. The Franchisee agrees to participate in the Department’s transponder

program. The Franchisee shall identify a contact person that will coordinate with the County Contract

Administrator in order to efficiently administer this program. The Franchisee shall have ninety (90) days

from the Effective Date to install transponders on all units in their respective fleets with the exception of

compactor bins and roll-off boxes; provided, however, that the County may in its discretion require

installation of transponders on compactor bins and roll-off boxes on a case by case basis. The Franchisee

shall have thirty (30) days to install transponders on any vehicles purchased after the initial installation

period. The Franchisee using sub-contractors or other haulers to transport waste to the Designated

Facility(ies) shall require them to participate in the transponder program. For purposes of this section,

the Franchisee’s “fleet” consists of all vehicles the Franchisee uses to transport Discarded Materials to

County owned or operated Facility(ies), including, but not limited to, transfer trucks and trailers.

(J) Communication. If requested by the County, the Franchisee shall meet with the County at least

once a month to discuss issues related to the interaction of operations between Franchisee and Facility staff

including, but not limited to: Traffic flow, vehicle weighing procedures, Hazardous Waste screening and

safety policies, receiving hours, and billing and payment of gate fees for delivery of materials.

(K) Transportation to Non-Approved Facilities Prohibited. If Franchisee Transports Discarded

Materials to a facility other than an Approved/Designated Facility or an Alternative Facility without prior

County approval, Franchisee’s failure to comply may results in assessment of Liquidated Damages pursuant

to Section 9.3.

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ARTICLE 7: COMPLIANCE

SECTION 7.1. THE FRANCHISEE'S RESPONSIBILITY FOR IMPLEMENTATION AND

COMPLIANCE PLAN. The Franchisee will implement the Implementation and Compliance Plan set forth

in Appendix 4. The Franchisee will indemnify the County for any judgments or penalties assessed against

the County as a result of the failure of the Franchisee to fully implement the Implementation and

Compliance Plan. The obligations of the Franchisee to implement the Implementation and Compliance

Plan under this Section shall continue irrespective of any modifications to the Public Resources Code or any

legal challenges or amendments to the County's SRRE or statutes governing the preparation or

implementation thereof.

SECTION 7.2. MINIMUM DIVERSION REQUIREMENTS. Franchisee shall recycle or divert from

landfill disposal fifty percent (50%) of all Discarded Materials collected pursuant to this Franchise.

Discarded Materials shall only be considered to have been recycled or diverted under this Franchise

Agreement if it is considered to be diversion by the CalRecycle in connection with the County’s diversion

goals as required by AB 939, SB 1383, and AB 1594. Franchisee shall provide documentation to the County

on a quarterly basis and within thirty (30) days of the end of the year stating and supporting that calendar

year’s diversion programs. This documentation shall be accompanied by any diversion fee due per Section

7.3. Diversion from sources other than Franchisee’s collection and diversion efforts (such as source

reduction, reuse, or recyclables diverted by solid waste enterprises, collection of materials that are not the

subject of this Franchise Agreement, or the efforts of self-haulers) shall not be counted as diversion by

Franchisee. Notwithstanding anything to the contrary herein, Transformation of Discarded Materials will not

be required to meet the minimum diversion requirements under this Section 7.2 of this Agreement.

SECTION 7.3. DIVERSION FEES. The Franchisee shall pay to the County a Diversion Fee for any

calendar year, in which the minimum diversion rate of Discarded Materials collected by the Franchisee does

not meet or exceed fifty percent (50%) or as otherwise may be required by law; provided that any such fee

shall only be assessed against Franchisee by County if Franchisee failed to make a good-faith effort to meet

the minimum diverion rate under this agreement. The fee is based upon the diversion rate achieved and the

total Residential and Commercial Gross Revenues for the corresponding year, as follows:

Diversion Rate

Diversion Fee as a % of Gross Revenues

0 – 24.9%

5.0%

25% - 29.9%

3.5%

30% - 34.9%

2.0%

35% - 39.9%

1.5%

40% - 44.9%

1.0%

45% - 49.9%

0.5%

Prior to assessing any fee under this Section, County shall provide notice to Franchisee. Upon receipt of such

notice, County and Franchisee shall enter into good-faith negotiations to determine whether a fee is appropriate

and to discuss and agree upon corrective action measures to be implemented by Franchisee prior to any

imposition of fees. Should Franchisee fail to implement the agreed-upon corrective measures, then Franchisee

shall pay the fee as set forth in this provision. If due, this fee shall be accompanied by the supporting tonnage

data required in Section 7.2 and the Gross Revenues upon which this fee is calculated. If the Diversion

Fee is due and not paid on or before the thirtieth (30

) day following the end of the calendar year, then, in

addition to any other remedy provided by law, Franchisee shall pay to County a penalty in an amount

equal to 1.5% per month, or portion thereof, of the amount owing until paid.

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SECTION 7.4. OUTREACH AND EDUCATION PLAN. In order to promote education, Franchisee shall

create all public education materials and conduct education programs and activities described in this Section

at its expense.

(A) Program Objectives. Franchisee’s public education and outreach strategy shall focus on

improving Generators’ understanding of the benefits and opportunities for source reduction, Reuse, and

Landfill Disposal reduction. In general, Franchisee-provided public education and outreach, which shall

include all content required by this Section, should: (i) inform Generators about the services that are provided

under this Agreement with specific focus on describing the methods and benefits of source reduction, Reuse,

and reduction of Solid Waste Disposal; (ii) instruct Generators on the proper method for placing materials in

Containers for Collection and setting Containers out for Collection with specific focus on minimizing

contamination of Source Separated Recyclable Materials and SSGCOW; (iii) clearly define Excluded Waste

and educate generators about the hazards of such materials and their opportunities for proper handling; (iv)

discourage generators from buying products if the product and its packaging are not readily reusable,

recyclable, or compostable; (v) inform Generators subject to Food Recovery requirements under SB 1383

Regulations of their obligation to recover Edible Food and actions they can take to prevent the creation of

Food Waste; (vi) encourage the use of Compost; and, (vii) encourage Generators to purchase

products/packaging made with Recycled-content materials. The cumulative intended effort of these efforts is

to reduce each Generator’s reliance on Franchisee-provided Gray Container Waste service and, ultimately,

Disposal, and Franchisee agrees to support and not undermine or interfere with such efforts.

(B) Franchisee Cooperation and/or Support for County Educational Efforts. Franchisee

acknowledges that they are part of a multi-party effort to operate and educate the public about the integrated

waste management system. Franchisee shall cooperate and coordinate with the County Contract Administrator

on public education activities to minimize duplicative, inconsistent, or inappropriately timed education

campaigns.

Franchisee shall obtain approval from the County Contract Administrator on all Franchisee-provided

education materials including, but not limited to: print, radio, television, or internet media before publication,

distribution, and/or release. County shall have the right to request that Franchisee include County

identification and contact information on public education materials and approval of such requests shall not

be unreasonably withheld. The County reserves the right to direct the Franchisee to modify the education and

outreach program at any time.

education plan to promote the programs performed by Franchise under this Agreement. The plan must be

submitted to the County at least sixty (60) days prior to January 1 of each Contract Year. The County has the

right to make changes to the education plan. The annual public education plan shall present the education

activities for the upcoming calendar year and shall be submitted with the Franchisee’s annual report in

accordance with Appendix 6. Each public education plan shall specify the target audience for services

provided, include upcoming promotions for ongoing and known special events, identify program objectives,

individual tasks, public education material to be developed or updated, opportunities for expanded

partnerships, and a timeline for implementation. The County Contract Administrator shall be permitted to

provide input on each annual public education plan, and the plan shall not be finalized or implemented without

approval of the County Contract Administrator. Each plan’s implementation success shall be measured

according to the deadlines identified and products developed. Franchisee shall meet with the County Contract

manager to present and discuss the plan. County Contract Administrator shall be allowed up to thirty (30)

days after receipt to review and request modification. The County Contract Administrator may request, and

Franchisee shall not unreasonably deny, modifications to be completed prior to approving the plan. Franchisee

shall have up to fifteen (15) Business Days to revise the plan in response to any requested changes by the

County Contract Administrator. Any further delays may result in Liquidated Damages for failure to perform

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education and outreach activities as identified in Section 9.3. Each Business Day that the plan is late shall

count as a single event/activity.

(D) Education requirements during Program Implementation/Roll-Out. Beginning on the

Effective Date of this Agreement and through January 1, 2023, Franchisee shall conduct an education

campaign focused on informing Customers of the Collection program changes that will commence on January

1, 2022. At a minimum, Franchisee shall perform the activities listed below and shall perform these services

in a manner that complies with requirements of this Section and 14 CCR, Division 7, Chapter 12, Article 4.

(1) Prepare and distribute an initial mailer to all Customers explaining the change from

the existing hauler to the new Franchisee (if applicable), changes from the existing Collection

programs to new programs, Hauler Route changes, dates of program implementation, Recycling and

Landfill Disposal reduction programs available, special services available, holiday Collection

schedules, proper handling and disposal of Household Hazardous Waste, Franchisee’s contact

information, and any additional education and outreach information specified in 14 CCR, Division 7,

Chapter 12, Article 4. The initial mailer shall be printed and mailed, or hand delivered to Customers,

and shall also be made available in an electronic format through the Franchisee’s website. Franchisee

may provide a Customer with an electronic version of the initial mailer, rather than a printed version,

if specifically requested by the Customer.

(2) Prepare a “How-to” flyer describing how to prepare Source Separated Recyclable

Materials, SSGCOW, and Gray Container Waste for Collection and describe the acceptable materials

that can be included in the Blue and Green Containers, as well as non-allowable materials. The flyer

should emphasize any new types of Source Separated Recyclable Materials to be included in Blue

Containers and the new Food Waste Collection program. Prepare separate flyers for Single-Family,

Multi-Family, and Commercial Customers addressing their unique service conditions. The flyers

shall be printed and distributed to each Customer, as well as made available in an electronic format

through the Franchisee’s website. The Franchisee shall provide a sufficient number of flyers to each

Multi-Family property manager for their distribution to each tenant unit. Franchisee may provide a

Customer with an electronic version of the flyer rather than printed version, if specifically requested

by the Customer.

(3) Prepare printed signage and posters describing Collection programs and distribute to

Multi-Family property managers and Commercial Customers for on-site use.

(4) Prepare an instructional packet identifying key transition dates and verifying the

Customer’s specific current Service Level, which shall be printed and distributed to each Customer

and made available in an electronic format on the Franchisee’s website. Franchisee may provide an

electronic version rather than a printed version, if requested by the Customer.

(5) Prepare and distribute public service announcements (PSA) for local newspapers.

(6) Meet with up to four (4) business or homeowners associations in separate venues to

educate Residential and Commercial Customers on the Collection programs, State requirements

(including SB 1383) for the County and Generators; answer questions; and provide service and Rate

information.

(7) All education material designed and/or distributed by the Franchisee shall be

submitted to the County Contract Administrator for approval prior to distribution or posting on the

Franchisee’s website.

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(E) Annual and Ongoing Education Requirements. Not less than once per year during each Rate

Year, Franchisee shall prepare and distribute to each Generator in the Franchise Area a mailer that includes

information specified in 14 CCR Section 18985.1(a). Such mailer shall be distributed by Franchisee to all

Residential and Commercial mailing addresses including individual Multi-Family Dwelling Units. Franchisee

shall also make this notice available in an electronic format through the Franchisee’s website.

(F) Billing Inserts. Upon County request, Franchisee agrees to insert and distribute brochures,

newsletters, or other information developed by the County as inserts in Franchisee’s Customer invoices at no

additional charge to the County. Upon County request, Franchisee shall be responsible for printing the bill

inserts. For Customers receiving electronic bills Franchisee agrees to distribute brochures, newsletters, or

other information developed by the County as attachments to Customer invoices at no additional charge to

the County. Franchisee shall provide electronic bill inserts to Customers who are billed electronically, and

paper bill inserts to Customers who receive paper bills. Electronic Bill inserts/attachments must be readily

available for the Customer to view upon receipt of the invoice. Upon County request for such inserts,

Franchisee shall comply with such request during its next billing cycle for the targeted Customer group.

Franchisee shall perform this service with no additional requirement for compensation.

(G) Multi-Family and Commercial Customer Signage. Franchisee shall provide all Multi-Family

and Commercial Customers with Source Separated Recyclable Materials, SSGCOW, and Gray Container

Waste program guidelines, including posters to be placed in Collection areas and enclosures and other

community areas at each Premises or building where Discarded Materials are stored.

(H) Minimum Website Requirements. Franchisee shall develop and maintain a website (with a

unique URL specific to the County) that is specifically dedicated to the Franchise Area to provide Generators

with detailed service information. The website or webpage shall be accessible by the public and shall include

all education and outreach materials being provided, without requirements for login. Franchisee shall update

the website regularly so that information provided is current.

(I) Instructional Service Guide. On or before January 1, 2022, Franchisee shall prepare a service

guide that describes available services, including how to place Containers for Collection, which materials

should be placed in each Container and prohibited materials, and provides Collection holidays and a Customer

service phone number. On or before January 1, 2022, the service guide shall be printed and delivered annually

to all Generators. Franchisee shall prepare different service guides for Single-Family, Multi-Family,

Commercial Generators, and Commercial Edible Food generators. Franchisee shall, at its sole expense, revise,

re-print, and redistribute service guides once every two (2) years or at least sixty (60) days prior to a change

in the accepted or prohibited materials for any program. Franchisee shall make the service guide available in

an electronic format through the Franchisee’s website. Franchisee may provide an electronic version of the

instructional service guide rather than a printed version, if requested by the Customer.

(J) Annual Multi-Family Dwelling Unit Notices. Prior to the Commencement Date of this

Agreement, Franchisee shall obtain and track in its Customer information system(s) the number and addresses

of dwelling units at each Multi-Family Premises serviced by Franchisee. Franchisee shall maintain this

database by auditing the data at least once every two (2) years. At least annually, commencing no later than

January 1, 2022, Franchisee shall prepare and distribute notices to each Multi-Family Dwelling Unit at Multi-

Family Dwelling Premises serviced by Franchisee. The annual notices shall be a minimum of four (4) pages

(which may include the front and back of a single printed sheet), and shall include information on regulations

governing Discarded Materials, Hazardous Waste, and toxic waste; County and State requirements to

properly separate Discarded Materials(including, but not limited to, AB 341, AB 1826, and SB 1383);

instructions on properly separating materials; waste prevention; services available; and any other information

required by the County or by State regulations (including SB 1383 requirements for education, pursuant to

14 CCR, Division 7, Chapter 12, Article 4). As an alternative, Franchisee may comply with these requirements

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through preparation and distribution of an annual newsletter distributed to each Multi-Family Dwelling Unit

that provides the same information. Franchisee shall make notices and newsletters available in an electronic

format through the Franchisee’s website. Franchisee may provide an electronic version of the notices rather

than a printed version, if requested by the Customer.

(K) Provision of Educational Materials to Non-Compliant Entities. Franchisee shall provide

educational materials to non-compliant entities under this Agreement as further described in Appendix 6.

(L) Education Materials for Property and Business Owners and Tenants. Franchisee shall annually

provide Property Owners and Commercial Business owners with public education materials for their

distribution to all employees, contractors, tenants, and Customers of the properties and businesses. The

Franchisee’s public education materials shall include, at a minimum, information about Organic Waste and

Recyclable Materials recovery requirements and proper sorting of Discarded Materials; and shall reflect

content requirements in Section 7.4(M) below. A Commercial Business or Multi-Family Property Owner may

request these materials more frequently than the standard annual provision if needed to comply with the

requirement of 14 CCR Section 18984.10 for Commercial Businesses and Multi-Family Property Owners to

provide educational information to new tenants and employees before or within fourteen (14) days of

occupation of the Premises. In this case, the Commercial Business or Multi-Family Property Owner may

request delivery of materials by contacting the Franchisee’s customer service department not later than two

(2) weeks in advance of the date that the materials are needed.

(M) Education Requirements for Commercial Edible Food Generators. At least annually the

Franchisee shall provide Commercial Edible Food Generators with the following information:

(1) Information about the County’s Edible Food Recovery program;

(2) Information about the Commercial Edible Food Generator requirements under 14 CCR,

Division 8, Chapter 12, Article 10;

(3) Information about Food Recovery Organization and Food Recovery Services operating

within the County, and where a list of those Food Recovery Organizations and Food

Recovery Services can be found; and,

(4) Information about actions that Commercial Food Generators can take to prevent the

creation of Food Waste.

(N) Minimum Content Requirements. Prior to February 1, 2022; and annually thereafter, the

Franchisee shall include the following education and outreach content to Customers by incorporation of this

content into the public education materials described in Section 7.4(E) through (L).

(1) Information on the Generator’s requirements to properly separate Source Separated

Recyclable Materials, SSGCOW, and Gray Container Waste and place such materials in appropriate

Containers pursuant to this Agreement, SB 1383 Regulations, and all other Applicable Law.

(2) Information on methods for the prevention of Source Separated Recyclable Materials

and SSGCOW generation; managing SSGCOW on Generator’s Premises through composting or

other Landfill Disposal reduction activities allowed under 14 CCR Sections 189831.1 and 18983.2;

and sending SSGCOW to Community Composting operations.

(3) Information regarding the methane reduction benefits of reducing the Disposal of

SSGCOW, and the method(s) that the Franchisee uses to recover SSGCOW.

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(4) Information regarding how to recover Source Separated Recyclable Materials,

SSBCOW, and SSGCOW, and a list of haulers approved by the County.

(5) Information related to the public health and safety and environmental impacts

associated with the Disposal of SSGCOW and SSBCOW.

(6) Information regarding programs for donation of Edible Food.

(7) For Commercial Customers, information about the County’s Edible Food Recovery

Collection program; Tier One Commercial Edible Food Generators and Tier Two Edible Food

Generators requirements specified in 14 CCR, Division 7, Chapter 12, Article 10; Food Recovery

Organizations and Food Recovery Services operating within the County, and where a list of those

Food Recovery Organization and Food recovery Services can be found; and, information about

actions that Commercial Edible Food Generators can take to prevent the creation of Food Waste.

(8) Information regarding Self-Hauling requirements.

(9) Any other federal, State, or local requirements to properly separate Discarded

Materials or other necessary actions by Generators, including applicable requirements of the County

Code, AB 341, AB 1826, and SB 1383 and corresponding regulations.

(O) Material Distribution Methods. Franchisee shall use one of the following methods to provide

education information to Customers. All materials are to be approved by the County prior to distribution.

(1) Printed Materials. Franchisee shall provide printed education materials as described

in Section 7.4(E) through (L). The Franchisee shall be responsible for the design, printing, and

distribution of these materials. All Franchisee-printed public education materials shall, at a minimum,

use recycled paper and/or be made of recycled material. The Franchisee will use 100% post-consumer

paper and procure printed materials from local businesses.

(2) Electronic materials and website content. Franchisee shall provide electronic and website

content for education and outreach materials, which may include, but are not limited to: digital

graphics, digital versions of print materials, social media posts, and blog posts. The Franchisee shall

be responsible for the design, posting, and electronic distribution of these materials.

(P) Non-English Language Requirements. Upon County request, Franchisee shall provide

materials in additional languages in response to shifting demographics within the County; updates to State

requirements or Applicable Law; or, any other reason deemed appropriate by the County.

(Q) Record Keeping and report Requirements. Franchisee shall comply with the public education

and outreach record keeping and reporting requirements of Appendix 6.

SECTION 7.5. TECHNICAL ASSISTANCE PROGRAM.

(A) Organizing and Conducting Direct Generator Outreach: Site Visits and Waste Assessments.

At least sixty (60) days prior to the Franchise Date, Franchisee will provide an Outreach and Education Plan

and Implementation and Compliance Plan to County for approval identifying the site visit schedule for which

to send a Franchisee representative to visit each Multi-Family and Commercial Generator’s Premises for the

purpose of assessing how much Source Separated Recyclable Materials and SSGCOW is being Disposed;

assessing the Source Separated Recyclable Materials and SSGCOW Collection Service Levels needed to

meet the requirements of SB 1383 Regulations; and inform all Customers of opportunities to reduce costs by

enrolling Source Separated recyclable Materials and SSGCOW Collection service and reducing Gray

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Container Waste Collection service. Franchisee shall contact Multi-Family and Commercial Customers and

provide site visits according to the County-approved schedule. Franchisee will also provide a site visit to any

Multi-Family and Commercial Generator that requests a site visit, even if it is ahead of schedule.

Beginning January 1, 2022, and annually thereafter, a Franchisee representative shall follow up with

Multi-Family and Commercial generators who are required to participate in Source Separated Recyclable

Materials and SSGCOW Collection service under Applicable Law, including but not limited to AB 341, AB

1826, and SB 1383 and corresponding regulations. The Franchisee shall ensure that these Generators are

participating in the Source Separated Recyclable Materials and SSGCOW Collection Service. If the

Generator is not in compliance or not participating, the Franchisee shall assist the Customers with selecting

appropriate Containers and Container sizing, identify acceptable Discarded Materials Collection services as

set forth in this Agreement, and attempt to resolve any logistical barriers to providing Source Separated

Recyclable Materials and SSGCOW Collection service. Franchisee shall provide ongoing, on-site training

for Commercial Generators’ staff, including, but not limited to: management, kitchen staff, service

employees, and janitorial staff; and Multi-Family Customers’ staff, including but not limited to: the property

manager, janitorial staff, maintenance, and any other on-site staff members or contractors that handle

Discarded Materials.

For each on-site waste assessment conducted by Franchisee, Franchisee shall include documentation

of the items listed below. County reserves the right to request Franchisee’s documentation of additional

information and shall authorize the format for required information.

(1) Pictures of material in all Containers;

(2) Characteristics of the property, business, and Generator type;

(3) Written recommendations for the appropriate Service Level for each material type;

(4) Provision of outreach and education materials appropriate to the Generator type;

(5) Determination of signage placement;

(6) Determination of any on-going training needs;

(7) Determination of any access needs;

(8) Documentation of any special service needs (such as, but not limited to, seasonal

Collection service, automated on-call compactor, etc.); and,

(9) Documentation of records of communications with the Generator.

SECTION 7.6. EDIBLE FOOD RECOVERY PROGRAM SUPPORT. No later than January 1, 2022,

Franchisee shall identify all Commercial Customers that meet the definition of Tier One and Tier Two

Commercial Edible Food Generators and provide a list of such Customers to the County, which shall include:

Customer name; service address; contact information; Tier One or Tier Two classification; and, type of

business (as it relates to the Tier One and Tier Two Commercial Edible Food Generator definitions).

Contractor shall update the list and provide it to the County annually.

SECTION 7.7. INSPECTION AND ENFORCEMENT.

(A) Annual Compliance Review. Franchisee shall perform compliance reviews described in this

Section commencing January 1, 2022, and at least annually thereafter, unless otherwise noted.

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(B) Commercial Generator Compliance Reviews. Franchisee shall complete a compliance review

of all Multi-Family and Commercial Customers that generate two (2) cubic yards or more per week of Solid

Waste, including Organic Waste, to determine their compliance with: (1) Generator requirements under the

County’s Discarded Materials Collection program; and, 2) if applicable for the generator, Self-hauling

requirements pursuant to 14 CCR Section 18988.3, including whether a Multi-Family or Commercial

Business is complying through Back-Hauling SSGCOW and/or Source Separated Recyclable Materials

and/or SSBCOW. The compliance review shall mean a “desk” review of records to determine Customers’

compliance with the above requirements and does not necessarily require on-site observation of service;

however, the County may request that the Franchisee perform an on-site observation of service in addition to

or in lieu of the desk review if needed to obtain the required information.

the Franchisee shall conduct annual Customer subscription reviews of Commercial, Multi-Family, and

Single-Family Generators to determine Customer compliance with the subscription to a two-Container or

three-Container Collection system and Container contamination monitoring. These Customer subscription

reviews may be performed concurrently with the contamination monitoring Hauler Route reviews, provided

Franchisee documents a reasonable sampling of Generators for which compliance with the subscription to a

two-Container or three-Container Collection program during the Hauler Route review was assessed.

(D) Generator Waiver Audits. Within thirty (30) days of County request, Franchisee shall provide

service level and account holder information for Generators which hold a SB 1383 Regulation Organic Waste

waiver from the County.

(E) Compliance Review Process.

(1) Number of Reviews. The Franchisee shall conduct a sufficient number of compliance

reviews, Hauler Route reviews, and inspections of Generators, to adequately determine the

Generators’ overall compliance with SB 1383 Regulations, AB 1826, and AB 341. The number of

reviews shall be mutually agreed upon by the County and Franchisee and satisfy the requirement of

14 CCR Section 18995.1(b) which requires a sufficient number of reviews. County reserves the right

to require additional inspections, if the County determines that the amount of inspections conducted

by the Franchisee is insufficient. County may require the Franchisee to prioritize inspections of

entities that the County determines are more likely to be out of compliance.

(2) Non-Compliant Entities. From January 1, 2022 through December 31, 2023, when

compliance reviews are performed by Franchisee pursuant to Section 7.7, Franchisee shall provide

educational materials in response to violations. Franchisee shall provide these educational materials

to the non-compliant Customers and Generators within thirty (30) days of determination of non-

compliance or immediately upon determination of non-compliance if such non-compliance is

determined during an inspection or Hauler Route review. Franchisee shall document the non-

compliant Customers and Generators and the date and type of education materials provided and shall

report such information to the County in accordance with Appendix 6. Beginning January 1, 2024,

the Franchisee shall, in addition to providing the education materials described in this subsection,

document non-compliant Customers and Generators determined through Franchisee’s compliance

reviews pursuant to Section 7.7, and shall report all Customer and Generators with violations of SB

1383 Regulations to the County in accordance with Section 7.7. The County shall be responsible

for subsequent enforcement action against the Generators.

(3) Documentation of Inspection Actions. The Franchisee shall generate a written and/or

electronic record and maintain documentation for each inspection, Hauler Route review, and

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compliance review conducted, including the information described in Appendix 6. At least quarterly,

all required information must be uploaded to the County designated software.

SECTION 7.8. TERMINATION FOR FAILURE TO IMPLEMENT IMPLEMENTATION AND

COMPLIANCE PLAN. Subject to Section 11.1(a)(5), failure to implement the strategies listed in the

Implementation and Compliance Plan will be deemed an Event of Default unless the Franchisee can

demonstrate to the reasonable satisfaction of the County that it can meet the solid waste diversion

requirements of AB 939 and SB 1383, and meet all other compliance requirements for the Franchise.

SECTION 7.9. TONNAGE INFORMATION. The Franchisee shall keep data on the origin and tonnage

of Discarded Materials collected in the Franchise Area. The Franchisee shall provide to the County, on

a monthly basis, or less frequently if agreed between the Parties, the following information in a format

supplied by or approved by the Director:

1. The tonnage of County Discarded Materials collected in the Franchise Area by the gross

number of tons collected each month;

2. The origin and tonnage of Discarded Materials that is actually delivered to each Designated

Disposal Facility each month;

3. The weight of Source Separated Recyclable Materials collected in the Franchise Area and

delivered for recycling;

4. The facility to which each type of Recyclable Material or Recovered Material is delivered by

the Franchisee or its designee;

5. The weight of SSGCOW Materials collected in the Franchise Area and delivered for

recycling;

6. The facility to which each type of SSGCOW Materials is delivered by the Franchisee or its

designee;

7. The rate of participation in recycling programs; calculated on a per-Customer basis, to be

provided annually;

8. Any other information reasonably requested by the Director to meet Applicable Law and the

reporting requirements of the County.

SECTION 7.10. SAFETY.

(A) Safety Meetings. The Franchisee shall participate in monthly Safety Committee Meetings

hosted by the County.

(B) Compliance. The Franchisee shall maintain all facilities utilized under the current waste

hauling system in compliance with ANSI Z245.42-2012 Waste Transfer Station Safety Requirements, as

well as all applicable safety and environmental laws to ensure workers’ safety, public health and protection

of the environment. All equipment utilized by the Franchisee shall conform to ANSI Z245.1-2017 Mobile

Wastes and recyclable Materials Collection, Transportation, and Compaction Equipment Safety Standards.

Franchisee shall submit to the County on an annual basis information on any and all written safety programs.

Franchisee to handle Discarded Materials, at any time, with or without notice.

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(D) Contingency Plan. Franchisee shall have a written contingency plan, describing the steps that

the Franchisee shall take to avoid interruptions in collection, disposal, and processing services. At all times,

the Franchisee and their employees shall operate and maintain all collection vehicles and equipment in

compliance with all applicable laws. The Franchisee shall maintain all necessary licenses and registrations,

and shall timely pay all fees and taxes, on all vehicles and equipment, as required under applicable laws.

(E) Incident Reporting. Franchisee must immediately (within twelve (12) hours) report to the

Director or County Contract Administrator any work-related death or serious injury or illness. Franchisee

must also report any on-road incident involving a county resident or member of the public to the Director

or County Contract Administrator.

(F) Designated Disposal Facility. Franchisee agrees to abide by any and all Safety Rules and

Regulations at the Designated Disposal Facility(ies). This includes but is not limited to participating in

OCWR Cal/Sharp Program activities, inspections, and/or audits, as required by the County.

(G) Safety Training. Franchisee shall provide suitable operational and safety training for all of its

employees in compliance with Cal/OSHA, all applicable laws and its own safety program. The safety

training shall include but not be limited to: general industry safety, alcohol and drug-free workplace, fire

safety, driver training, accident prevention, personal protective equipment, solid resource collection safety,

Illness and Injury Prevention Program, workplace free from sexual harassment, and workplace free from

violence. Franchisee employees who utilize or operate vehicles or equipment for Collection of Solid Waste

who are otherwise directly involved in such Collection shall be properly trained in such tasks. Records of

such training history shall be maintained and made available for review by the Director. Franchisee shall

provide a summary of all safety training to the County on an annual basis.

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ARTICLE 8: OPERATING ASSETS

SECTION 8.1. OPERATING ASSETS.

(A) Obligation to Provide. The Franchisee shall acquire and maintain at its own cost and

expense, Operating Assets which in number, nature, and capacity shall be sufficient to enable the

Franchisee to provide the Franchise Services in accordance with the terms hereof and such assets shall be

subject to inspection by the County at any time. The Franchisee shall bear all risk of loss of or damage to

the Operating Assets, all risk of damage, loss, liability or injury caused by the operation thereof, and all

risk of the effect that any periodic fluctuations in the amount of Discarded Materials or a modification in

the size of the Franchise Area may have on the Franchisee's ability to perform the Franchise Services,

including such fluctuations which may require new, additional, or different Operating Assets and/or

Vehicles, or which may increase the cost, expense, or burden of transporting County Acceptable Solid

Waste or Residue to the Designated Disposal Facility.

(B) Vehicle and Equipment Identification. The Franchisee's name, phone number, and vehicle or

equipment number shall be visibly displayed in letters not less than three (3) inches in height on both

sides of its Vehicles or other collection equipment used by the Franchisee. No other signs,

advertisements, or markings shall be placed on the Vehicles or other collection equipment [excepting

Multi-Family Containers under Section 4.3(D)] without the prior approval of the Director, except signs

or markings relative to use of such equipment including traffic safety signs or markings or instructions

regarding filling or placement of collection Bins.

registered with the Department of Motor Vehicles of the State of California, shall be of a type approved

by the Director, shall be kept clean and in good repair, and shall be continuously maintained in a

watertight condition, in accordance with current industry standards. Vehicles used to collect or transport

Discarded Materials shall comply in all respects with Title 4 Division 3 of OCCO and all other requirements

of applicable law and be kept covered at all times except when such material is actually being loaded

or unloaded, or when the Vehicles are moving along a collection route in the course of collection. All

Vehicles shall carry a broom, shovel, and operable fire extinguisher. All collection Vehicles shall be

washed at least once every seven (7) days and cleaned and painted as required, to maintain a like-

new appearance. All Vehicles must be made available for inspection upon reasonable notice by the

Director. In addition, the Franchisee shall meet all requirements of the Biannual Inspection Terminal (BIT)

Program and shall provide the results of the BIT Program to the Director within ten (10) days of receipt.

(D) Vehicle Age. The average age of all vehicles shall not be greater than ten (10) years upon

initiation of services. At no time during this agreement shall vehicles be older than thirteen (13) years in age.

Franchisee shall report to County annually the make, model, year, and type of fuel used for all vehicles in

use within the Franchise Area covered by this Franchise Agreement.

(E) Spillage. Any cover or screen shall be so constructed and used that Solid Waste shall not

blow, fall, or leak out of the Vehicle. In the event of a spill, leak, or loss of Solid Waste during transit,

the Franchisee shall immediately arrange for the clean-up, processing and transportation of the portion

characterized as Discarded Materials to the Designated Disposal Facility at the Franchisee's sole cost

and expense. Franchisee shall pay any resulting fines, assessments, penalties, or damages resulting

therefrom, and shall indemnify and hold harmless the County in accordance with the procedures and to the

fullest extent provided in Section 12.1 hereof.

(F) Computer System. If the Franchisee maintains records on a computer system, the Franchisee

will provide the County with any reports or data required by this Franchise Agreement in an electronic

format approved by the County Contract Administrator. Raw data may not be submitted as a substitute to

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the Franchisee's obligation to provide various reports under this Franchise.

SECTION 8.2. OPERATION AND MAINTENANCE OF THE OPERATING ASSETS. The Franchisee,

at its own cost and expense, shall at all times operate the Operating Assets properly and in a safe, sound,

and economical manner; shall maintain, preserve, and keep the Operating Assets in good repair, working

order, and condition; shall staff the Operating Assets with the appropriate number of employees

consistent with good management practice; and shall make all necessary and proper repairs, replacements,

and renewals, so that at all times the operation of the Operating Assets may be properly and advantageously

conducted. The Franchisee shall maintain the safety of the Operating Assets at a level consistent with

Applicable Law, the Insurance Requirements, and prudent solid waste management practices.

SECTION 8.3. COMPLIANCE WITH APPLICABLE LAW. The Franchisee shall comply with all

Applicable Law relating to any aspect of the Franchise Services and this Franchise Agreement, shall

obtain and maintain all legal entitlements required for the Operating Assets and the Franchise Services,

shall comply with all valid acts, rules, regulations, orders, and directions of any Governmental Body

applicable to the Operating Assets and the Franchise Services provided hereunder. The Franchisee shall

keep all records indicating compliance required by the Federal Immigration and Control Act of 1986 and

shall make such records available for inspection by the Director upon request.

SECTION 8.4. TAXES AND UTILITY CHARGES. The Franchisee shall pay all Taxes lawfully

levied or assessed upon or in respect of the Operating Assets or the Franchise Services, or upon any part

thereof or upon any revenues of the Franchisee therefrom, and shall provide and pay the cost of all

Utilities necessary for the operation of the Operating Assets and the provision of the Franchise Services,

when the same shall become due.

SECTION 8.5. INSURANCE ON OPERATING ASSETS. The Franchisee shall at all times during the

term of this Franchise Agreement, at its own cost and expense, obtain and maintain insurance on all the

Operating Assets meeting the requirements set forth in Section 9.7. If any useful part of the Operating

Assets shall be lost, damaged, or destroyed, the Franchisee shall, as expeditiously as may be possible,

commence and diligently prosecute the repair or replacement of the damaged property so as to restore the

same to use to the extent required to perform the Franchise Services in accordance with this Franchise.

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ARTICLE 9: GENERAL REQUIREMENTS

SECTION 9.1. PUBLIC ACCESS TO THE FRANCHISEE.

(A) Office Facilities. The Franchisee shall establish and maintain an office within the County

through which the Franchisee's representatives may be contacted, unless otherwise approved by the

Director.

(B) Office Hours. The Franchisee's office hours shall be at a minimum, from 8:00 a.m. to 5:00

p.m. daily, except Saturdays, Sundays, and holidays. Saturday hours shall be, at a minimum, from 8:00

a.m. to 12:00 noon for Franchisees serving commercial accounts. These hours may be altered with the

approval of the Director.

Franchisee's office during office hours for personal or telephone communication with the Director and

with Customers. Telephone service shall be available toll-free to all Customers.

(D) Emergency Telephone Number. The Franchisee shall provide the County with an emergency

telephone number for use by the Director and other County representatives outside normal business hours.

The Franchisee shall have a representative, or an answering service to contact such representative,

available at the emergency telephone number during all hours other than normal office hours.

SECTION 9.2. COMPLAINTS.

(A) Complaints to Franchisee. During office hours the Franchisee shall maintain a telephone

system in which complaints can be received. Franchisee shall maintain an afterhours telephone answering

system satisfactory to the Director. All service complaints and billing complaints will be directed to the

Franchisee. Franchisee shall notify County Contract Administrator of all complaints within three (3) days of

receiving a complaint. Copies of all complaints shall be given to the Director upon request. The Franchisee

shall record all complaints in a log, including date, complainant name and address, and nature and resolution

of complaint. This log shall be available for inspection by the Director during the Franchisee's regular

office hours. Copies thereof shall be furnished to the Director upon request. The Franchisee shall use

reasonable best efforts to attempt to contact the Customer and resolve all complaints.

(B) Franchisee Database of Complaints. The Franchisee agrees to maintain a computer database

log of all oral and written complaints received by Franchisee from Customers or other Persons. Franchisee

shall be responsible for the prompt and courteous attention to, and prompt and reasonable resolution of all

Customer complaints. Franchisee agrees to document and maintain for a period of at least twenty-four (24)

months on a form or log all Complaints register by Customers and Person, in accordance with this Section

and Appendix 6. Franchisee shall record complaints received related to SB 1383 Regulatory non-compliance

in its log in a manner further described in Section 9.2(B)(1) below.

(1) SB 1383 Regulatory Non-Compliance Complaints. For complaints received in which the

Person alleges that an entity is in violation of SB 1383 Regulations, Franchisee shall document the

information listed in Appendix 6. Franchisee shall provide this information in a brief complaint report

to the County for each SB 1383 Regulatory non-compliance complaint within three (3) days of receipt

of such complaint, and a monthly summary report of SB 1383 Regularity non-compliance complaints

in accordance with Appendix 6.

(2) Investigations. Franchisee shall commence an investigation, within ninety (90) days of

receiving a complaint in the following circumstances: 1) upon Franchisee receipt of a complaint that

entity may not be compliant with SB 1383 Regulations and if County determines that the allegations

against the entity, if true, would constitute a violation of SB 1383 Regulations; and, 2) upon County

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request to investigate a complaint received by County, in which County determines that the

allegations against the entity, if true, would constitute a violation of SB 1383 Regulations. Franchisee

is required to investigate complaints against Customers and Generators, but not against Food recovery

Organizations, Food Recovery Services, and other entities regulated by SB 1383 Regulations.

Franchisee shall investigate the complaint using one or more of the methods:

(a) Reviewing the Service Level of the entity that may not be compliant with SB

1383 Regulations;

(b) Reviewing the waiver list to determine if the entity has a valid waiver;

registered and reviewing the entity reported Self-Haul information;

(d) Determining if the entity is located in a Low-Population Area and/or High-

Elevation Area;

and/or

(e) Inspecting Premises of the entity identified by the complainant, if warranted;

(f) Contacting the entity to gather more information if warranted.

(3) Reporting. Within seven (7) days of completing an investigation of an SB 1383

Regulatory non-compliance complaint, Franchisee shall submit an investigation complain report that

documents the investigation performed and recommendations to County on whether or not the entity

investigated is in violation of SB 1383 Regulations based on the Franchisee’s investigation. The

County shall make a final determination of the allegations against the entity.

receipt of notice from a Customer or the Director of a failure to provide Solid Waste collection services as

required by the terms of this Franchise, shall collect such Discarded Material, provided such Discarded

Material meets the requirement of Article 4 hereof, and is in Containers or is otherwise contained in a manner

suitable for pickup by the Franchisee's usual collection method and has been placed in the Designated

Collection Location.

SECTION 9.3. LIQUIDATED DAMAGES.

(A) General. County finds, Franchisee agrees, that as of the time of the execution of this

Agreement, it is impractical, if not impossible, to reasonably ascertain the extent of damages which shall be

incurred by County as a result of a breach by Franchisee of certain specific obligations under this

Agreement. The factors relating to the impracticability of ascertaining damages include, but are not

limited to, the fact that: (i) substantial damage results to members of the public who are denied services or

denied quality or reliable service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation

of the benefits of the Agreement to individual members of the general public for whose benefit this

Agreement exists, in subjective ways and in varying degrees of intensity which cannot be measured in

precise monetary terms; (iii) that the services that are the subject of this Agreement might be available at

substantially lower costs than alternative services and the monetary loss resulting from denial of services or

denial of quality or reliable services is impossible to calculate in precise monetary terms; and (iv) the

termination of this Agreement for such specific breaches, and other remedies are, at best, a means to

determine future correction and not remedies which make the public whole for past breaches.

(B) Service Performance Standards/Liquidated Damages for Failure to Meet Standards. The parties

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further acknowledge that consistent, reliable Solid Waste Handling Service is of utmost importance to

County and that County has considered and relied on Franchisee's representations as to its quality of service

commitment in entering this Agreement with it. The Parties further recognize that some quantified standards

of performance are necessary and appropriate to ensure consistent and reliable service and performance.

The Parties further recognize that if Franchisee fails to achieve the performance standards, or fails to submit

required documents in a timely manner, County and its residents will suffer damages and that it is and will

be impractical and extremely difficult to ascertain and determine the exact amount of damages which County

will suffer. Therefore, without prejudice to County's right to treat such breaches as an Event of Default under

Article 11.1, the Parties agree that the following liquidated damage amounts represent a reasonable estimate

of the amount of such damages for such specific breaches, considering all of the circumstances existing

on the date of this Agreement, including the relationship of the sums to the range of harm to the County

that reasonably could be anticipated and the anticipation that proof of actual damages would be costly or

impractical. In signing this Amendment, each Party specifically confirms the accuracy of the statements

made above and the fact that each Party has had ample opportunity to consult with legal counsel and

obtain an explanation of the liquidated damage provisions at the time that the Amendment was made.

Franchisee agrees to pay (as liquidated damages and not as a penalty) the amounts set below:

(1) Excessive Complaints: When Franchisee or the Director receives verified complaints

from more than one-half of one percent (0.5%) of its Customer base within a six (6) month

period, Franchisee will be assessed $250.00 per complaint per occurrence; and an additional $250.00

each 24 hours until each complaint is resolved. For purposes of this Section, “complaints” shall mean

Customer notifications to the Franchisee or the Director of missed pick-ups, property damage,

missed commitments, employee misconduct or poor quality of service (e.g., litter on property or

public right-of-way or misplacement of Containers).

(2) Failure to Perform Route Reviews and Contamination Monitoring Requirements: For

each failure to conduct Route Audits and Contamination Monitoring in accordance with Section 5.6

and Section 7.7 of this Agreement: $150 per audit per day.

(3) Failure to Comply with Container Color Requirements as Required by SB 1383. For

each occurrence of Franchisee’s failure to comply with Container color requirements pursuant to

Appendix 1-C of this Agreement: 1

Violation: $50 per occurrence, 2

Violation: $100 per

occurrence, 3

and subsequent Violations: $250 per occurrence.

(4) Failure to Perform Public Education and Outreach. For each failure to perform any

individual education and outreach activity as required and, in the timeframe, specified by Section

7.4.: 1

Violation: $50 per occurrence, 2

Violation: $100 per occurrence, 3

and subsequent

Violations: $250 per occurrence.

(5) Failure to Conduct Compliance Tasks. For each failure to conduct any compliance

review, Discarded Materials evaluations pursuant to Section 7.7: 1

Violation: $50 per occurrence,

Violation: $100 per occurrence, 3

and subsequent Violations: $250 per occurrence.

(6) Failure to Issue Contamination Notices. For each failure of Franchisee Collection

personnel to issue contamination notices and contaminating Processing fee notices and maintain

documentation of issuance as required by Section 5.6 of this Agreement: 1

Violation: $50 per route

per day, 2

Violation: $100 per route per day, 3

and subsequent Violations: $250 per route per day.

(7) Failure to Provide Recyclable Material and Organic Material Collection Services to

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every Customer. For each occurrence of failing to provide Customers with a three-Container system,

including Recyclable Material and Organic Materials, required by and compliant with Article 4: $500

per Customer. Exceptions noted below.

(8) Failure to Meet Facility Standards per Appendix 1-E: $1,000.00 per occurrence.

(9) Use of Unauthorized Facilities. For each individual occurrence of delivering

Discarded Materials to a Facility other than an Approved Facility(ies) for each Discarded Material

type under this Agreement: 1st Violation: $50 per ton per occurrence, 2nd Violation: $100 per ton per

occurrence, 3rd and subsequent Violations: $250 per ton per occurrence.

(10) Failure to remit the County fees or file the required reports in an accurate and

complete manner by the fifth (5

) working day following the due date of such fees or reports:

$500.00 per occurrence.

(11) Franchisee operating hours not authorized by the County: $1,000.00 per occurrence.

(12) Failure to maintain records required by Franchise: $1,000.00 per occurrence.

(13) Failure to meet all the requirements of the BIT Program, or failure to provide results

of such BIT Program to the Director within ten (10) days of receipt of request: $1,000.00 per

occurrence.

(14) In addition to the termination remedies available to the County hereunder, Franchisee

shall be liable for liquidated damages for each day it operates in violation of the provisions of Section

9.6 regarding Insurance Coverage: $1,000.00 per day.

(15) Increases in liquidated damages when Franchisee has violated requirements for a

particular service indicator more than fifteen (15) times: 125% of original amount of liquidated

damages.

(16) Submissions to County: Any report shall be considered late until such time as a

correct and complete report is received by County. For each calendar day that a report is late, the

daily liquidated damage amount shall be:

Monthly Reports: $500.00 per day

(17)

For

Quarterly Reports: $1,000.00 per day

Annual Reports: $2,000.00 per day

each calendar day that the Diversion Fee

(if

due,

per

Section

7.3),

accompanied by supporting tonnage and Gross Receipts documentation, is late, the daily liquidated

damage amount shall be: $250.00 per day

(18) Cooperation with Service Provider Transition

a) For each day that routing information requested by County is received

after County-established due dates, both for preparation of a request for proposals and for

new service provider’s implementation of service: $1,000.00 per day

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b) For each day that delivery of keys, access codes, remote controls, or other

means of access to Solid Waste Containers is delayed beyond one (1) day prior to new

service provider servicing Customers with access issues: $1,000.00 per day.

County may determine the occurrence of events giving rise to liquidated damages through

the observation of its own employees or representatives or investigation of Customer

complaints.

Prior to assessing liquidated damages, County shall give Franchisee notice of its intention

to do so. The notice shall include a brief description of the incident(s)/non-performance.

Franchisee may review (and make copies at its own expense) all information in the

possession of County relating to incident(s)/non-performance. Franchisee may, within

ten (10) days after receiving the notice, request a meeting with County. Franchisee may

present evidence in writing and through testimony of its employees and others relevant

to the incident(s)/non-performance. County, by and through the Director of OC Waste &

Recycling, shall provide Franchisee with a written explanation of its determination on

each incident(s)/non-performance prior to authorizing the assessment of liquidated

damages. The decision of the Director of OC Waste & Recycling shall be final.

(19) Amount: County may assess liquidated damages for each calendar day or event, as

provided in this Agreemeent, that Franchisee is determined to be liable in accordance with this

Franchise.

(20) Timing of Payment: Franchisee shall pay any liquidated damages assessed by

County within ten (10) days after they are assessed. If they are not paid within the ten (10) day

period, County may proceed against the performance bond required by the Agreement or find

Franchisee in default and terminate this Agreement.

Any such liquidated damages shall be paid directly to the County and may not be included by the

Franchisee as justification for an upward adjustment in the Rate schedule or offset against any fees.

County shall not assess Liquidated Damages for Section 9.3(B)(7) under the following

circumstances:

(1)

County has granted the Customer a waiver.

(2)

Franchisee documents that the Customer is compliant with 14 CCR Division 7,

Chapter 12, Article 7.

(3)

Franchisee documents to the County that the Customer is being provided Recyclable

Material and/or Organic Material Collection services from a County-permitted, or non-exclusively

franchised recycler or Discarded Materials service provider.

(4)

Franchisee documents that Customer is sharing Recyclable materials and/or Organic

Materials Collection Services with another Customer in a manner approved by the County.

(5)

The County has failed to adopt a mandatory Recycling ordinance.

SECTION 9.4. ACCOUNTING AND RECORDS.

(A) Maintenance and Audit of Records. The Franchisee shall maintain in its principal office in the

County full and complete financial statements and accounting records that include the cash receipts from

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and the cost of doing business in the Franchise Area including, but not limited to, cash, billing, and disposal

transactions for the Franchise Area. The gross receipts derived from the Franchise Services under this

Franchise, whether such services are performed by the Franchisee or by a Subcontractor, shall be recorded

as revenues in the accounts of the Franchisee. The County shall be entitled to inspect and audit all records

at any reasonable time at the Franchisee's principal Orange County office. The following records of

Franchisee shall be subject to audit: cash receipts, billing and disposal transactions for the Franchise

Area and any other records of Franchisee that are relevant to the costs incurred by Franchisee. All statements

are to be prepared in accordance with generally accepted accounting principles. Franchisee shall be responsible

for all expenses associated with conducting this audit.

In the event that a Special Circumstance rate adjustment is requested, all records supporting and relating

to the requested adjustment shall be subject to audit in accordance with generally accepted auditing

standards, and inspection, for the primary purpose of reviewing changes in costs to the Franchisee

attributable to the Special Circumstance request, at any reasonable time by an independent third Party.

Franchisee recognizes the County of Orange Auditor-Controller as an independent third Party for purposes

of conducting this audit. The Parties may agree to selection of the County of Orange Auditor-Controller

if sufficient staff resources are available. The selection of the independent third Party as well as the scope

of work for such audit shall be approved in advance by the Director. The independent auditor shall provide

any and all drafts of its audit to the County and the Franchisee. The Party requesting the Special

Circumstance rate review shall bear the cost of the audit.

The Franchisee shall maintain and preserve all cash, billing, and disposal records for at least five (5) years

following the term of this Franchise. Any deviation from this subsection will require the written approval of

the Director and may require approval by the Board of Supervisors.

(B) Confidentiality. The County agrees to hold financial statements delivered pursuant to this

Section as confidential and shall not disclose the same unless and to the extent disclosure is required

pursuant to Applicable Law. Franchisee is aware that the County is subject to the provisions of the

California Public Records Act and that the application of such act may require disclosure of certain

documentation provided by Franchisee to the County. County shall have no liability for complying with the

California Public Records Act.

SECTION 9.5. RULES AND REGULATIONS OF DIRECTOR. The Director shall have the power to

establish rules and regulations relating to the accumulation, collection, processing, and disposal of

Franchise Solid Waste consistent and/or in accordance with the County Code, in addition, and in no way

limiting the Director’s authority under OCCO, the Director may provide such additional rules and

regulations as are found to be reasonably necessary by the Director for enforcement of the provisions of

this Franchise, or any and all Applicable Laws, and for the preservation of the public health, safety, and

general welfare. The Franchisee agrees to comply with any and all such rules and regulations, subject to

the provisions of this Franchise relating to adjustments in the rate schedule as a result of Changes in Law.

SECTION 9.6. PERSONNEL AND SUBCONTRACTORS.

(A) Employment Practices. The Franchisee shall at all times maintain and follow employment

practices in accordance with all applicable state and federal laws and regulations, and shall indemnify the

County for any Legal Proceeding relating to its noncompliance with such laws or regulations.

(B) Non-Discrimination. In the performance of the terms of this Franchise, the Franchisee

agrees that it will not engage in nor permit such Subcontractors as it may employ to engage in discrimination

against any employee or applicant for employment on the basis of race, sex, color, religion, ancestry,

national origin, marital status, age or as a qualified individual with a disability. This prohibition shall

pertain to employment, upgrading, demotion, or transfer; recruitment advertising; layoff or termination;

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rates of pay and other forms of compensation; selection for training, including apprenticeship; and any

other action or inaction pertaining to employment matters

and capability to ensure that the Franchise Services are properly carried out. The franchisee shall provide

routine safety training to its employees, in compliance with OSHA, all applicable laws and its safety and

training plan. The safety and training plan would include but not be limited to: general safety, alcohol and

drug-free workplace, fire safety, driver training, accident prevention, personal protective equipment, solid

resource collection safety, Illness and Injury Prevention Program, workplace free from sexual harassment,

and workplace free from violence.

(D) Driver Qualification. All drivers shall be trained and qualified in the operation of Collection

vehicles and must have in effect a valid license, of the appropriate class, issued by the California Department

of Motor Vehicles.

(E) Safety Training. Franchisee shall provide suitable operational and safety training for all of its

employees in compliance with Cal/OSHA, all applicable laws and its own safety program. The safety training

shall include but not be limited to: general industry safety, alcohol and drug-free workplace, fire safety,

driver training, accident prevention, personal protective equipment, solid resource collection safety, Illness

and Injury Prevention Program, workplace free from sexual harassment, and workplace free from violence.

Franchisee employees who utilize or operate vehicles or equipment for Collection of Solid Waste who are

otherwise directly involved in such Collection shall be properly trained in such tasks. Records of such

training history shall be maintained and made available for review by the Director.

(F) Staff Training. Annually, and upon hiring of new staff, the Franchisee is required to conduct

thorough training of all Customer service representatives who may respond to Generator calls regarding

Franchisee’s Collection services and SB 1383 Regulatory requirements. Customer service representatives

shall accurately communicate program requirements and the accepted and prohibited materials for each

material stream for each Customer type. New Customer service representatives shall not be assigned to the

County prior to completing SB 1383 Regulations training. The County reserves the right to require changes

to the call routing process and the training and qualifications for Customer service representatives assigned

to the County if a pattern of inaccurate information provision is observed.

Annually, and upon hiring of new staff, Franchisee shall conduct thorough training of all Hauler Route

personnel that come into contact with Generators on the Collection program requirements and the accepted

and prohibited materials for each material stream for each Customer type.

(G) Employee Conduct. Franchisee shall use its best efforts to ensure that all employees present have

a neat appearance and conduct themselves in a courteous manner in their dealings with customers and the

general public.

(H) Operation. Vehicles shall be operated in compliance with the California Vehicle Code, and all

applicable safety and local ordinances. Franchisee shall not load vehicles in excess of the manufacturer’s

recommendations or limitations imposed by State or local weight restrictions on vehicles.

(I) Equipment. The franchisee shall utilize modern semi-automated equipment, clean, painted, and

in a state of good repair with the Company's name and telephone number clearly visible from the outside of

the vehicle or equipment. All collection vehicles, including tractor trailers that carry roll-off Containers, shall

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be in compliance with the SCAQMD Fleet Rule 1193. All solid resources collection vehicles shall be

equipped with on-board technology (software and hardware) capable of monitoring and recording data,

vehicle dynamics monitoring, lift monitoring, photo and video, and engine performance monitoring systems.

On-board technology shall capture at minimum, fuel consumption, idle time, unsafe driving practices, safety

inspections, vehicle maintenance, engine emissions, and container lifts. This data shall be communicated

from the truck in real-time and maintained by the haulers. The data must be accessible transferred to the

County in an acceptable format and in real-time. Franchisee’s collection vehicles and equipment shall be

maintained in compliance with the manufacturer's specifications, and all applicable laws and regulations.

(J) Subcontractors. The Franchisee shall not utilize any Affiliates or Subcontractors for the

performance of the Franchise Services except with the prior written consent of the Director, which may be

withheld or delayed if the Director determines that such consent is not in the best interest of the public health,

safety, or general welfare. In the event that approved Subcontractors are utilized, the Franchisee shall

provide the County with direct access to a designated representative from the Subcontractor, such

designation not to be changed without prior approval of the Director, except in cases of termination of the

employee. The Parties acknowledge the County’s approval of a Subcontractor and any direct contact with any

Subcontractors in no way eliminates the Franchisees responsibility to fulfill all obligations under this

Franchise Agreement.

SECTION 9.7. INSURANCE REQUIREMENTS. Prior to the provision of services under this Franchise

Agreement, the Franchisee agrees to purchase all required insurance at Franchisee’s expense, including all

endorsements required herein, necessary to satisfy the County that the insurance provisions of this Franchise

Agreement have been complied with. Franchisee agrees to keep such insurance coverage, Certificates of

Insurance, and endorsements on deposit with the County during the entire term of this Franchise Agreement.

In addition, all subcontractors performing work on behalf of Franchisee pursuant to this Franchise Agreement

shall obtain insurance subject to the same terms and conditions as set forth herein for Franchisee.

Franchisee shall ensure that all subcontractors performing work on behalf of Franchisee pursuant to this

Franchise Agreement shall be covered under Franchisee’s insurance as an Additional Insured or maintain

insurance subject to the same terms and conditions as set forth herein for Franchisee. Franchisee shall not

allow subcontractors to work if subcontractors have less than the level of coverage required by County from

Franchisee under this Franchise Agreement. It is the obligation of Franchisee to provide notice of the

insurance requirements to every subcontractor and to receive proof of insurance prior to allowing any

subcontractor to begin work. Such proof of insurance must be maintained by Franchisee through the entirety

of this Franchise Agreement for inspection by County representative(s) at any reasonable time.

All self-insured retentions (SIRs) shall be clearly stated on the Certificate of Insurance. Any self-insured

retention (SIR) in an amount in excess of Fifty Thousand Dollars ($50,000) shall specifically be approved

by the County’s Risk Manager, or designee, upon review of Franchisee’s current audited financial report. If

Franchisee’s SIR is approved, Franchisee, in addition to, and without limitation of, any other indemnity

provision(s) in this Franchise Agreement, agrees to all of the following:

1) In addition to the duty to indemnify and hold the County harmless against any and all liability, claim,

demand or suit resulting from Franchisee’s, its agents, employee’s or subcontractor’s performance of this

Franchise Agreement, Franchisee shall defend the County at its sole cost and expense with counsel approved

by Board of Supervisors against same; and

2) Franchisee’s duty to defend, as stated above, shall be absolute and irrespective of any duty to

indemnify or hold harmless; and

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3) The provisions of California Civil Code Section 2860 shall apply to any and all actions to which the

duty to defend stated above applies, and the Franchisee’s SIR provision shall be interpreted as though the

Franchisee was an insurer and the County was the insured.

If the Franchisee fails to maintain insurance acceptable to the County for the full term of this Franchise

Agreement, the County may terminate this Franchise Agreement.

Qualified Insurer

The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure A.M.

Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key

Rating Guide/Property-Casualty/United States or ambest.com). It is preferred, but not mandatory, that

the insurer be licensed to do business in the state of California (California Admitted Carrier).

If the insurance carrier does not have an A.M. Best Rating of A-/VIII, the CEO/Office of Risk

Management retains the right to approve or reject a carrier after a review of the company's performance

and financial ratings.

The policy or policies of insurance maintained by the Franchisee shall provide the minimum limits and

coverage as set forth below:

Coverage Minimum Limits

Commercial General Liability $5,000,000 per occurrence

$5,000,000 aggregate

Automobile Liability including coverage $10,000,000 per occurrence

for owned, non-owned and hired vehicles

Workers Compensation Statutory

Employers Liability Insurance $1,000,000 per occurrence

Required Coverage Forms

The Commercial General Liability coverage shall be written on Insurance Services Office (ISO) form CG

00 01, or a substitute form providing liability coverage at least as broad.

The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00

20, or a substitute form providing coverage at least as broad.

Required Endorsements

The Commercial General Liability policy shall contain the following endorsements, which shall accompany

the Certificate of Insurance:

1) An Additional Insured endorsement using ISO form CG 20 26 04 13 or a form at least as broad

naming the County of Orange its elected and appointed officials, officers, agents and employees as

Additional Insureds, or provide blanket coverage, which will state AS REQUIRED BY WRITTEN

AGREEMENT.

2) A primary non-contributing endorsement using ISO form CG 20 01 04 13, or a form at least as

broad evidencing that the Franchisee’s insurance is primary and any insurance or self-insurance maintained

by the County of Orange shall be excess and non-contributing.

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The Workers’ Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of

subrogation against the County of Orange, its elected and appointed officials, officers, agents and

employees or provide blanket coverage, which will state AS REQUIRED BY WRITTEN FRANCHISE

AGREEMENT.

All insurance policies required by this Franchise Agreement shall waive all rights of subrogation against the

County of Orange, its elected and appointed officials, officers, agents and employees when acting within the

scope of their appointment or employment.

Franchisee shall notify County in writing within thirty (30) days of any policy cancellation and ten (10) days

for non-payment of premium and provide a copy of the cancellation notice to County. Failure to provide

written notice of cancellation may constitute a material breach of the Franchise Agreement, upon which the

County may suspend or terminate this Franchise Agreement.

The Commercial General Liability policy shall contain a severability of interests clause also known as a

“separation of insureds” clause (standard in the ISO CG 0001 policy).

Insurance certificates should be forwarded to the agency/department address listed on the solicitation.

If the Franchisee fails to provide the insurance certificates and endorsements within seven (7) days of

notification by CEO/Purchasing or the agency/department purchasing division, award may be made to the

next qualified vendor.

County expressly retains the right to require Franchisee to increase or decrease insurance of any of the above

insurance types throughout the term of this Franchise Agreement. Any increase or decrease in insurance will

be as deemed by County of Orange Risk Manager as appropriate to adequately protect County.

County shall notify Franchisee in writing of changes in the insurance requirements. If Franchisee does not

deposit copies of acceptable Certificates of Insurance and endorsements with County incorporating such

changes within thirty (30) days of receipt of such notice, this Franchise Agreement may be in breach without

further notice to Franchisee, and County shall be entitled to all legal remedies.

The procuring of such required policy or policies of insurance shall not be construed to limit Franchisee's

liability hereunder nor to fulfill the indemnification provisions and requirements of this Franchise

Agreement, nor act in any way to reduce the policy coverage and limits available from the insurer.

SECTION 9.8. PERFORMANCE ASSURANCES. The Franchisee shall obtain Performance Assurances

in the minimum amount of $500,000 or an amount equal to 20% of the Gross Revenue (whichever is

greater) for the specific Franchise Area. Franchisee agrees to deliver such Performance Assurances to

the County within thirty (30) days after the Franchise Date. Such Performance Assurances shall permit the

County to draw upon them or otherwise exercise its rights thereunder in the event that the Franchisee fails

to perform its obligations hereunder and fails to pay any liquidated damages required to be paid as a

result of such non-performance. The Performance Assurances shall serve to secure the performance of

the Franchise Services, and the amount thereof shall in no way limit the damages which may be payable

hereunder upon any breach hereof by the Franchisee.

The Performance Assurances shall take one of the forms set out below and shall guarantee Franchisees

full and faithful performance of all the terms, covenants, and conditions of this Franchise:

Cash: The Performance Assurance amount will be deposited with and held in an interest-bearing trust account

(which may be commingled with other monies of OC Waste & Recycling) by the Orange County Treasurer.

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The Performance Assurance may be invested in the Orange County Investment Pool or other investment(s)

as determined by the Orange County Treasurer in accordance with California law and the County’s

Investment Policy Statement (as it may be amended from time to time).

Irrevocable Letter of Credit (LOC): An irrevocable letter of credit, from a financial institution and in a

form acceptable to the Director, may be delivered to the County in the required amount of the Performance

Assurance. The LOC must permit the Director to draw on the LOC, in whole or in part. The LOC must

not be revocable by the Franchisee and, if the LOC has an expiration date, the financial institution issuing

the LOC must notify the County no later than sixty (60) days prior to the LOC expiration date. If

Franchisee fails to extend the LOC at least thirty (30) days prior to its expiration date, or provide the

Performance Assurance as otherwise permitted herein, Franchisee will be in material breach of this

Franchise.

Surety Bond: A surety bond (Surety), issued by a surety company with a minimum insurance rating of A-

(Secure Best's Rating) and VIII (Financial Size Category), as determined by the most current edition of the

Best's Key Rating Guide/Property-Casualty/United States or ambest.com, and authorized to write in

California by the Department of the Treasury, and must be listed on the most current edition of the

Department of Treasury's Listing of Approved Securities, in a form acceptable to the Director may be

delivered to the County in the required amount of the Performance Assurance. The Surety must permit

the Director to draw on the Surety, in whole or in part. The Surety must not be revocable by the Franchisee

and, if the Surety has an expiration date, the surety company issuing the Surety must notify the County no

later than sixty (60) days prior to the Surety expiration date. If Franchisee fails to extend the Surety at least

thirty (30) days prior to its expiration date or provide the Performance Assurance as otherwise permitted

herein, Franchisee will be in material breach of this Franchise.

The Performance Assurance shall only be drawn to the extent permitted herein and may not be drawn by the

County for any other reason. Franchisee shall have no ability to withdraw any monies, terminate or lower

the amount of a LOC or terminate or lower the amount of a Surety from the Security Deposit during the

term of this Franchise or following termination until any and all amounts due to the County are paid.

Franchisee shall deposit with the County additional monies or increase the stated amount of a LOC or

Surety for the Security Deposit in the event: a) the Security Deposit is drawn upon by County as permitted

herein, or b) the Director determines, based upon deferred payment fees for the previous three (3) month

period, that the Security Deposit should be increased. Franchisee shall deposit additional monies or

increase the stated amount of the LOC or Surety for the Security Deposit within ten (10) days of written

notice by the County.

Regardless of the form in which Franchisee elects to make said Performance Assurances, all or any portion

of the principal sum shall be available unconditionally to the Director for correcting any default or

breach of this Franchise by Franchisee, its successors or assigns, or for payment of expenses, fees, charges

or liquidated damages payable to the County as a result of the failure of Franchisee, its successors or

assigns, to faithfully perform all terms, covenants, and conditions of this Franchise.

In the event that the Director withdraws any or all of the Performance Assurances as provided herein,

Franchisee shall, within ten (10) days of any withdrawal by the Director, replenish the Performance

Assurances to maintain it at amounts herein required. Failure to do so shall be deemed a material default

and shall be grounds for immediate termination of this Franchise.

SECTION 9.9. ANNUAL SUSTAINABILITY ACTION REPORT. OC Waste & Recycling is

committed to reducing its impact on the local and global environment by promoting and implementing

sustainable business practices. The department is adopting measures both in business practices and waste

management operations to minimize the potential environmental impacts and use resources as effectively

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as possible. In support of this, Franchisee is required to submit and annually update a Sustainability

Action Report that demonstrates what measures the company is taking to control its impact on the

environmental and to contribute to a sustainable work operation. The report will document the company’s

effect related to:

1. Waste reduction, reuse and recycling, and

2. Corporate business practices

The report will cite target goals, progress made towards accomplishing those goals and recommendations for

short-term and long-term actions that will lessen the Franchisee’s impact on the environment.

The plan may include regional information and activities, but must provide direct statistical information

about activities and accomplishments being made on a local level within the Franchise Area. The reports will

be submitted to the Department Contract Coordinator and may be included in the department’s annual

reports on sustainability.

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ARTICLE 10: RATES AND RATE REVIEW PROCESS

SECTION 10.1. FRANCHISEE TO COLLECT RATES.

(A) Generally. The Franchisee shall perform the responsibilities and duties described in this

Franchise in consideration of the right to charge and collect amounts from Generators of Discarded

Materials for collection, processing, and disposal services rendered, at rates (“Rates”) fixed by the County.

The Franchisee will not look to the County for payment of any sums due under this Franchise.

(B) Billing. The Franchisee shall render a statement (“Billing Statement”) to each Customer by the

fifteenth (15th) day of the month or quarterly, which Billing Statement shall set forth a calculation of the

applicable Rates for the month/quarter in which the Billing Statement is rendered. Such Rates shall not be

past due to the Franchisee until thirty (30) days after the date of the Billing Statement. The Franchisee

shall be responsible for determining and maintaining the Customer name, service address, billing address

and all other pertinent Customer account data.

order, for the Term of this Agreement, for inspection and verification by the County Contract Administrator

at any reasonable time, but in no case more than thirty (30) calendar days after receiving a request to do so.

(D) Delinquent Accounts. The Franchisee shall be responsible for collecting all Rates due and

payable to it under this Franchise. The Franchisee shall be responsible for implementing its own collection

methods, provided that whatever steps are taken in regard to delinquent accounts comply at a minimum

with the following:

(1) The Franchisee shall notify the Customer in writing if the bill is fifteen (15) or

more days overdue and contact the Customer to advise that service will be terminated no sooner

than forty- five (45) days after the due date on the initial Billing Statement.

(2) The Franchisee will remove the Solid Waste Containers within two (2) weeks from

the date that service is terminated.

(3) The Franchisee will impose a charge in an amount no greater than $45.00 per

Container for Commercial Premises and Multi-Family Dwelling Customers and no greater than

$25.00 for Single-Family Dwelling Customers to return the Container(s) after they have been

removed by reason of a terminated account.

(4) The Franchisee may refer the delinquent account to a collection agency or seek legal

remedies.

The County reserves the right to direct the Franchisee not to proceed or to modify these procedures. The

County shall not have any obligation to reimburse the Franchisee for delinquent accounts.

(E) Universal Enrollment Process. Franchisee shall assist the County in ensuring that the

enrollment of Generators occurs in a timely and efficient manner. County and Franchisee shall cooperatively

develop and agree to a process no later than January 1, 2022. In accordance with Appendix 6, Record Keeping

and Reporting, Franchisee shall maintain records and provide reports necessary for the County to verify the

enrollment of Generators.

At least two (2) times per year, Franchisee shall reconcile and confirm universal enrollment of Generators

by comparing its Customer list to parcel information and calculating the percentage of total Generators

enrolled in County’s Collection program. As part of this analysis, Franchisee shall provide the County with

a summary of any discrepancies found between the Customer list and parcel information, including the

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names and addresses of all Generators that were found to be the subject of a discrepancy. Franchisee shall

also provide a list of Generators that are not enrolled in the County’s Collection program due to Generator’s

choice to Self-Haul materials, including the name, address, and type of waiver or Self-Haul status for each

Generator. In accordance with Appendix 6, Record Keeping and Reporting, Franchisee shall maintain

records and provide reports on the Generators’ Service Level and list of non-enrolled Generators, and other

information necessary for the County to verify the universal enrollment of Generators.

SECTION 10.2. RATES.

(A) Rate Adjustment. On each July 1 during the term hereof, commencing July 1, 2022, the Rates

shall be adjusted annually using the Consumer Price Index Category: Waste and Sewer and Trash Collection

Services in U.S. City Average (CUSR0000SEHG) as published by the United States Department of Labor,

Bureau of Labor Statistics. If this index becomes unavailable, a similar, mutually agreed upon Index shall

be used in its place. The first yearly rate adjustment will take effect July 1, 2022. OC Waste & Recycling

will provide to the Hauler the amount of the Rate increase by May 1 of each year. The increase will be

calculated by taking the average of the monthly difference in CPI in the previous calendar year compared

to the prior year. An example is shown in Appendix 3-A. No CPI adjustment shall be greater than four

percent (4%). Should the annual CPI adjustment exceed four percent (4%) in any given year, then the excess

of any such adjustment shall be deferred and applied in the following year, and every year thereafter, as

needed, to the Rates and the then-applicable Rates, which shall be adjusted accordingly until Franchisee is

fully compensated for the amount deffered. In the event that the average of the monthly difference in CPI in

the previous calendar year compater to the prior year is less than zero (0) in any given year, then the negative

amount of the CPI adjustment will be deferred to the following year, and every year thereafter, as needed, to

the Rates and the then-applicable Rates, which shall be adjusted accordingly.

(B) Charges for Special Services. In addition to the revenues authorized by the Rates in Appendix

2-A through 2-B, the Franchisee may charge and receive fees for performing Special Services for which

Rates are not set by Appendix 2-C. Rates shall be negotiated and agreed upon in separate contracts

between the Franchisee and each Customer requesting such Special Services. Negotiated Special Services

rates are subject to approval by the Director.

percent (10%) for Senior Citizen residents. The following criteria must be met in order for the resident

to receive the discount: (1) must be 65 years of age or older, (2) must provide proof of being the head of

household, and (3) must agree to reduce cart size to 35 gallon capacity for all cart types. No reduction in

number of carts will be allowed, unless requested by the customer. Up to one (1) time per year, Franchisee

may request verification of Senior Citizen Discount eligibility. Franchisee shall notify residents of the

available discount a minimum of twice a year. Notifications shall be six (6) months apart. Notice of the

discount shall be sent out with normal billing.

(D) Low Income Discount. Franchisee agrees to reduce monthly residential collection fees by ten

percent (10%) for low income residents. The following criteria must be met in order for the resident to

receive the discount: (1) Must provide proof of low income by being enrolled in “California Lifeline”

telephone program or CARE/FERA program, or by submitting a copy of a utility bill showing a Low

Income Discount, (2) Name on utility bill or other low income program must be head of household. The

Low- Income Discount only applies to Single- Family Dwellings using the standard three cart Collection

system. Up to one (1) time per year, Franchisee may request verification of Low- Income Discount

eligibility. Franchisee shall notify residents of the available discount a minimum of twice a year.

Notifications shall be six (6) months apart. Notice of the discount shall be sent out with normal billing.

SECTION 10.3. SPECIAL CIRCUMSTANCE RATE REVIEW. At its option, the Franchisee may

request a Special Circumstance Rate review should an event or circumstance arise which negatively

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impacts the economics of operating pursuant to this Franchise, and which is in excess of the Rate

adjustment provided in Appendix 3-A. The County may also initiate a Special Circumstance Rate review at

its option. A Rate adjustment due to Special Circumstances may be approved at the option of the Board of

Supervisors if:

(A) It is necessary for the Franchisee to make a substantial change in its operation, or substantial

capital investment in order to perform its obligations under this Franchise, or

(B) Changes to operations or Approved Facilities that are mandated by the County, or

the Franchisee's expenses, or

(D) Fees are levied or imposed by the County or any state or federal agency in excess of amounts

charged for such fees on the date of this Franchise.

If the Franchisee experiences a substantial increase or decrease in the size of the Franchise Area

as set forth in Appendix 1-A and 1-B, and the Franchisee believes that such increase or decrease represents

an economic hardship, the Franchisee may request a Special Circumstance rate review, but in no event

before four (4) years from the Franchise Date.

All pertinent information must be submitted to the Director for review and subsequent

consideration by the Board of Supervisors. All costs of a Special Circumstance Rate review shall be borne

by the Party requesting such review. The continuing existence of a Special Circumstance, which has

previously been determined to justify a Special Circumstance rate adjustment, shall be reviewed annually.

SECTION 10.4. PUBLICATION OF RATES. The Franchisee shall provide written notice to Customers

of all current Rates and any proposed Rate changes. Such written notice shall be delivered to all

Customers as part of the next quarterly or monthly billing statement that Franchisee sends to its

Customers.

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ARTICLE 11: DEFAULT, REMEDIES AND TERMINATION

SECTION 11.1. DEFAULT AND REMEDIES.

(A) Events of Default. Each of the following shall constitute an Event of Default:

(1) Any transaction not complying with the requirements of Section 3.4 hereof.

(2) The failure by the Franchisee for any reason to deliver to the Designated Disposal

Facility, on a consecutive or cumulative basis through the term of this Franchise, Solid Waste in

an amount equal to 5 tons (based on collections in the first full Franchise Year) of Acceptable

Solid Waste collected by the Franchisee.

(3) The failure of Franchisee to timely make any payment to the County or maintain all

insurance coverage as required in this Franchise.

(4) The failure of Franchisee, except as may be excused by Uncontrollable

Circumstances, to make at least 99.95% of the scheduled collections of Discarded Materials

from Residential Premises and Commercial Premises in any Franchise Year.

(5) Failure or refusal of the Franchisee to perform any term, covenant, obligation or

condition in this Franchise, other than a failure or refusal described in items (1), (2), (3) or (4)

above, except that no such failure or refusal shall give the County the right to terminate this Franchise

under this Section unless:

(a) The Director provides written notice to the Franchisee, describing the specific

failure or refusal to perform, which will result in termination of this Franchise unless such

default is corrected within fifteen (15) days, and

(b) The Franchisee has neither challenged in an appropriate forum the Director’s

conclusion that such failure or refusal to perform has occurred nor corrected or diligently

taken steps (in the opinion of the Director) to correct such default within such fifteen (15)

day period from receipt of the notice given pursuant to clause (a) of this subsection (but if

the Franchisee shall have diligently taken steps to correct such default within a reasonable

period of time, the same shall not constitute an Event of Default for as long as the

Franchisee continues to take such steps to correct such default).

(6) The written admission by the Franchisee that it is bankrupt, or the filing by the

Franchisee of a voluntary petition under the Federal Bankruptcy Code, or the consent by the

Franchisee to the appointment by a court of a receiver or trustee for all or a substantial portion of

its property or business, or the making by the Franchisee of any arrangement with or for the

benefit of its creditors involving an assignment to a trustee, receiver or similar fiduciary, regardless

of how designated, of all or a substantial portion of the Franchisee’s property or business.

(7) The final adjudication of the Franchisee as bankrupt after the filing of an involuntary

petition under the Bankruptcy Act, however, no such adjudication shall be regarded as final

unless and until the same is no longer being contested by the Franchisee nor until the order of the

adjudication is no longer appealable.

(8) The failure of Franchisee to provide or maintain the Performance Assurances

required pursuant to Section 9.8 hereof, without any requirement of notice or cure opportunity.

(9) Any occurrence of an event considered to be an Event of Default under the Waste

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Disposal Agreement.

(10) Failure to Provide Processing Capacity. Franchisee fails to provide adequate

Processing capacity in accordance with Appendix 1-E, which is essential for the County to achieve

SB 1383 compliance.

(11) Failure to Achieve Processing Standards. Franchisee fails to achieve the Processing

standards specified in Appendix 1-E, including achievement of minimum Organic Materials recovery

rates, which are essential for the County to achieve SB 1383 compliance.

(12) Failure to Comply with Other Requirements of SB 1383. Franchisee fails to comply

with other requirements of the Agreement including, but not limited to, public education, reporting,

contamination monitoring, recordkeeping and reporting, or other obligations of this Agreement that

delegate the County’s responsibility and/or authority under SB 1383 to the Franchisee.

(13) Failure to Implement Collection Program. Franchisee fails to implement a Collection

program that complies with the requirements of Article 4, which is essential for the County to achieve

compliance with SB 1383.

(B) Right to Terminate Upon Default. Upon a determination by the Director that an Event of

Default has occurred, the Director may terminate this Franchise. Upon receipt of the Director’s termination

notice, the Franchisee shall pay to the County (1) all amounts due and payable to the County under this

Franchise including but not limited to liquidated damages, and (2) an amount equal to the sum of all increased

payments, damages and penalties incurred by or on behalf of the County under Applicable Law as a result of

the termination of this Franchise.

Franchise under Section 11.1 is not exclusive, and the County's termination of the Franchise shall not

constitute an election of remedies. Instead, they shall be in addition to any and all other legal and

equitable rights and remedies which the County may have, including but not limited to specific performance,

liquidated damages and fees and expenses incurred by or on behalf of the County in enforcing

payment or performance of the Franchisee’s obligations hereunder if such non-performance results in a

judicially determined Event of Default by the Franchisee.

SECTION 11.2. UNCONTROLLABLE CIRCUMSTANCES.

(A) Excuse From Performance. In the event that a Party is prevented from performing its

obligations under this Franchise by an Uncontrollable Circumstance, it shall not constitute an Event of

Default of this Franchise, so long as the Party in good faith has used its best efforts to perform its

respective obligations.

The Party claiming an Uncontrollable Circumstance shall, within twenty-four (24) hours after

such Party has notice of the Uncontrollable Circumstance, give the other Party notice of the facts

constituting such Uncontrollable Circumstance and asserting its claim under this Section. Specifically,

such information shall include the following:

(1) The Uncontrollable Circumstance and the cause thereof;

(2) The date that the Uncontrollable Circumstance began and the cause thereof, its

estimated duration, the estimated time during which the performance of such Party’s obligations

hereunder will be delayed;

(3) Estimated impact on the other obligations of such Party under this Franchise; and

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(4) While the delay continues, the Franchisee or County shall give daily notice to the

other Party updating the information previously submitted.

In the event of an Uncontrollable Circumstance, the Parties hereby waive any claim against

each other for any damages sustained thereby.

(B) County’s Right to Terminate. The partial or complete interruption or discontinuance of the

Franchisee's services caused by one or more Uncontrollable Circumstances shall not constitute an Event of

Default by the Franchisee under this Franchise. Notwithstanding the foregoing, however, if the

Franchisee is excused from performing its obligations hereunder for a period in excess of fourteen (14)

days because of any Uncontrollable Circumstance, the County shall nevertheless have the right, in its sole

discretion, to terminate this Franchise by giving ten (10) days notice, in which case the provisions of

Section 11.5 will apply.

SECTION 11.3. RIGHT TO DEMAND ASSURANCES OF PERFORMANCE. If the Director believes

in good faith that the Franchisee's ability to perform under the Franchise has been placed in substantial

jeopardy by one of the events enumerated below, the Director may, at their option and in addition to

all other remedies the County may have, require that the Franchisee provide the Director with sufficient

proof that none of the events enumerated below will impair Franchisee from performing its obligations

under this Franchise:

(1) Franchisee is the subject of any labor unrest, including work stoppages or slowdown, sick-

out, picketing, or other concerted job action;

(2) Franchisee appears, in the reasonable judgment of the Director, to be unable to regularly pay

its bills as they become due;

(3) Franchisee is the subject of a civil or criminal judgment or order entered by any federal, state,

regional, or local court or regulatory agency for violation of any environmental or criminal laws, or

any matter concerning fraud, theft or corruption.

If the Franchisee fails or refuses to provide to the Director adequate information to establish its

ability to perform within thirty (30) days, such failure or refusal shall be an Event of Default for purposes of

Section 11.1(A).

The Franchisee shall file a statement of ownership and management at such times as may be

requested by the Director, and shall verify the same as being true under penalty of perjury. Failure to

comply with this paragraph within thirty (30) days from the date of Director's request shall constitute an

Event of Default.

SECTION 11.4. WAIVER OF DEFENSES. To the extent permitted by law, the Franchisee acknowledges

that it is solely responsible for providing the services described herein, and hereby irrevocably waives the

following defenses to the payment and performance of its obligations under this Franchise: any defense

based upon failure of consideration; contract of adhesion; or the existence, non-existence, occurrence or

non-occurrence of any foreseen or unforeseen fact, event, or contingency that may be a basic assumption

of the Franchisee with regard to any provision of this Franchise.

SECTION 11.5. COUNTY'S RIGHT TO PERFORM SERVICE.

(A) General. In the event that the Franchisee, for any reason whatsoever, fails, refuses, or is

unable to collect, transport, Process, or Dispose of any or all Discarded Materials which it is required by this

Franchise to collect and transport, at the time and in the manner provided in this Franchise, for a period of

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more than forty-eight (48) hours, and if, as a result thereof, Discarded Materials should accumulate in the

Franchise Area to such an extent, in such a manner, or for such a time that the Director should find that

such accumulation endangers or menaces the public health, safety, or welfare, then the County shall have

the right, but not the obligation, upon twenty-four (24) hour prior written notice to the Franchisee during

the period of such emergency as determined by the County:

(1) To perform, or cause to be performed, such services itself with its own or other personnel

(including but not limited to another waste hauler) without liability to the Franchisee; and/or

(2) To take possession of any or all of the Franchisee's Vehicles, Containers, and other equipment

used in the collection and transportation of Discarded Materials in the Franchise Area, and to

use such equipment, free of charge, to collect and transport any County Discarded Materials.

(3) Solid Waste generated within the Franchise Area which the Franchisee would otherwise

be obligated to collect and transport pursuant to this Franchise.

Notice of the Franchisee's failure, refusal, or neglect to collect and transport Discarded Materials

shall be provided in writing to the Franchisee at its principal office and shall be effective immediately.

The Franchisee further agrees that in such event:

(1) It will take direction from the County to affect the transfer of possession of equipment to the

County for the County's use.

(2) It will, if the County so requests, keep in good repair and condition all of such property,

provide all Vehicles with fuel, oil, and other service, and provide such other service as may be

necessary to maintain said property in operational condition.

(3) The County may immediately engage all or any personnel necessary or useful for the

collection and transportation of Discarded Materials, including, if the County so desires, employees

previously or then employed by the Franchisee. The Franchisee further agrees, if the County so

requests, to furnish the County with the services of any or all management or office personnel

employed by the Franchisee whose services are necessary for Discarded Material collection and

transportation operations, and for the billing and collection of fees for these services.

The County agrees that it assumes complete responsibility for the proper and normal use of such

equipment and facilities while in its possession.

The County's exercise of its rights under this Section: (1) does not constitute a taking of private

property for which compensation must be paid; and (2) does not exempt the Franchisee from the indemnity

provisions of Section 12.1, which are meant to extend to circumstances arising under this Section, provided

that the Franchisee is not required to indemnify the County against claims and damages arising from the

acts and omissions of County officers, employees, and agents in the operation of collection vehicles

during the time the County has taken possession of such Vehicles.

(B) Duration of the County's Possession. The County has no obligation to maintain possession of

the Franchisee's property and/or continue its use in collecting and transporting Discarded Material for any

period of time and may, at any time, in its sole discretion, relinquish possession to the Franchisee.

The County's right to retain temporary possession of the Franchisee's property, and to provide

Discarded Material collection services, shall continue until the Franchisee is capable of full resumption of

such services, or one-hundred eighty (180) days, whichever occurs first.

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ARTICLE 12: MISCELLANEOUS PROVISIONS

SECTION 12.1. INDEMNIFICATION.

(A) Generally. The Franchisee shall defend with counsel approved in writing by County,

indemnify, and hold harmless the County, its officers, agents and employees from any and all claims,

demands, damages, costs, expenses, judgments, or liabilities arising out of this Franchise or connected

with the performance, failure to perform or attempted performance of provisions hereof, including, but

not limited to (1) any act or omission to act on the part of the Franchisee or its agents, employees, or

Subcontractors, except to the extent such liabilities are due to the negligence or willful act of the

indemnified parties, (2) the collection, transportation, handling, storage, or disposal (by the Franchisee

or its agents, employees, or subcontractors) of Discarded Materials, (3) any claim for any finders or

brokerage fee or other commission resulting from any services alleged to have been rendered to or

performed on behalf of the Franchisee with respect to this Franchise or any of the transactions

contemplated hereby, (4) any action taken by the County pursuant to its rights under Section 11.5 hereof

upon a failure to collect, transport or dispose of Discarded Materials, (5) the performance or non-

performance of the Franchisee’s obligations under this Franchise, except to the extent such liabilities are

due to the negligence or willful act of the indemnified parties, and (6) Franchisee’s failure to comply with

Applicable Law.

(B) CERCLA Indemnification. The Franchisee shall indemnify and defend with counsel

approved by the County, and hold harmless the County, its officers, employees, agents, assigns and any

successor or successors to the County’s interest from and against all claims, actual damages (including

but not limited to special and consequential damages), natural resource damage, punitive damages,

injuries, costs, response remediation and removal costs, losses, demands, debts, liens, liabilities, causes of

action, suits, legal or administrative proceedings, interest, fines, charges, penalties and expenses (including

but not limited to attorney’s and expert witness fees and costs incurred in connection with defending

against any of the foregoing or in enforcing this indemnity) of any kind whatsoever (collectively

“Liabilities”) paid, incurred or suffered by, or asserted against, the County or its officers, employees, agents

or contractors arising from or attributable to any repair, cleanup or detoxification, or preparation

and implementation of any removal, remedial, response, closure of other plan (regardless of whether

undertaken due to governmental action) concerning any Hazardous Waste at any place where Franchisee

stores or disposes of municipal Solid Waste pursuant to this Franchise to the extent that such claims,

damages, costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative

proceedings, interest, fines, charges, penalties and expenses are caused by any of the following: (1) the

negligence or willful misconduct of the Franchisee; (2) the collection, handling, processing, or disposal

by the Franchisee of any materials or waste, including hazardous substances or materials, which are

generated by, or collected from, waste Generators other than those Generators to which the Franchisee

provides services pursuant to this Franchise; (3) the failure of the Franchisee to undertake hazardous

waste and materials training procedures required by law with respect to its employees or

Subcontractors; or (4) the improper or negligent handling, processing or disposal by the Franchisee of

hazardous waste or materials which (i) the Franchisee inadvertently collects from waste Generators to

which the Franchisee provides services pursuant to this Franchise and (ii) which the Franchisee

identifies as Hazardous Waste prior to its disposal. The Franchisee shall not, however, be required to

reimburse or indemnify the County and its officers, agents, employees, attorneys, administrators,

affiliates, representatives, servants, insurers, successors, and heirs to the extent any such claims, damages,

costs, losses, demands, debts, liens, liabilities, causes of action, suits, legal or administrative

proceedings, interest, fines, charges, penalties and expenses are due to the negligence or other wrongful

conduct of such Party. The County acknowledges that the mere presence of household hazardous waste

in the waste which is collected by the Franchisee pursuant to this Franchise shall not constitute negligence

nor in and of itself create any liability on the part of the Franchisee absent any of the circumstances described

in clauses (1) through (4) of the preceding sentence.

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The indemnification by the Franchisee in Section 12.1(B) shall be limited to Liabilities resulting

from services rendered by the Franchisee from and after the Franchise Date and throughout the Term of

this Franchise, it being specifically understood that any liabilities attributable to the Franchisee’s actions

prior to the Franchise Date are excluded from the indemnification in Section 12.1(B).

The foregoing indemnity is intended to operate as an agreement pursuant to Section 107 (e), 42

U.S.D. Section 9607(e) and California Health and Safety Code Section 25364, to insure, protect, hold

harmless, and indemnify the County from liability in accordance with this section. The provisions of this

subsection shall survive termination of this Franchise.

1. To the extent authorized by law, Franchisee agrees to indemnify and hold harmless

County from and against all fines and/or penalties imposed by CalRecycle in the event the source

reduction and recycling goals or any other requirement of AB 939, AB 341, AB 1826, and SB 1383

are not met by County with respect to the Discarded Materials collected under this Franchise.

2. Franchisee warrants and represents that it is familiar with County's waste

characterization study as set forth in County's SRRE, and that it has the ability to and shall

provide sufficient programs and services to ensure County shall meet or exceed the diversion and

reporting requirements (including without limitation amounts of Solid Waste to be diverted, time

frames for diversion, and any other requirements) set forth in AB 939; and requirements such as

Collection service standards, programmatic activities, and reporting set forth in AB 341, AB 1826,

and SB 1383, with respect to that portion of the Solid Waste generated in-County that is the subject

of this Franchise Agreement.

3. Franchisee agrees that it shall at its sole cost and expense:

(1)

Assist County in responding to inquiries from CalRecycle;

(2)

Assist County in preparing for, and participating in, CalRecycle’s biannual

review of the County’s Annual Report;

(3)

Assist County in any hearing conducted by CalRecycle related to County’s

compliance with AB 939, AB 341, AB 1826, and SB 1383;

(4)

Assist County with the development of, and implement, a public

awareness and education program that is consistent with the County’s SRRE and

Household Hazardous Waste Element, as well as any related requirements of AB

939, AB 341, AB 1826, and SB 1383, for the Franchise Area; and,

(5)

Provide County with source reduction, waste prevention, Recycling,

Organic Waste recovery, and other technical assistance related to AB 939, AB

341, AB 1826, and SB 1383.

(D) Third Parties. These indemnification provisions are for the protection of the County (and

County Indemnitees) only and shall not create, of themselves, any liability to third parties, unless otherwise

specified therein. The provisions of this subsection shall survive termination of this Franchise.

SECTION 12.2. RELATIONSHIP OF THE PARTIES. Neither Party to this Franchise shall have any

responsibility whatsoever with respect to services provided or contract obligations or liabilities assumed

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by the other Party hereto, whether accrued, absolute, contingent or otherwise, or whether due or to

become due. The Franchisee is an independent contractor and Franchise holder and nothing in this

Franchise shall be deemed to constitute either Party a partner, agent or legal representative of the other

Party or to create any fiduciary relationship between the Parties. Neither Franchisee, its employees nor

anyone working under Franchisee, shall qualify for workers’ compensation or other fringe benefits of any

kind through the County.

SECTION 12.3. ACTIONS OF THE COUNTY IN ITS GOVERNMENTAL CAPACITY. Nothing

in this Franchise shall be interpreted as limiting the rights and obligations of the County in its governmental,

police or regulatory capacity, or as limiting the right of the Franchisee to bring any legal action against

the County, not based on this Franchise, arising out of any act or omission of the County in its governmental

or regulatory capacity.

SECTION 12.4. BINDING EFFECT. This Franchise shall bind and inure to the benefit of the Parties

hereto and any successor or assignee acquiring an interest hereunder consistent with the provisions

hereof.

SECTION 12.5. AMENDMENTS. Neither this Franchise nor any provision hereof may be changed,

modified, amended or waived except by written agreement duly executed by both Parties.

SECTION 12.6. FURTHER ASSURANCE. Each Party agrees to execute and deliver any instruments and

to perform any acts as may be necessary or reasonably requested by the other in order to give full effect

to this Franchise.

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IN WITNESS WHEREOF, the Parties have executed this Franchise Agreement on the dates stated below:

FRANSHISEE*

Date: By:

Title:

Date: By:

Title:

COUNTY OF ORANGE

Date: By:

Title: Tom Koutroulis, Director OCWR

APPROVED AS TO FORM:

COUNTY COUNSEL

ORANGE COUNTY, CALIFORNIA

Date: By:

Paul

Albarian

Digitally signed by Paul Albarian

DN: cn=Paul Albarian, o=County

Counsel, ou,

email=Paul.Albarian@coco.ocgov.c

om,c=US

Date: 2021.05.11 12:46:47 -07'00'

Title: Paul M. Albarian, Senior Deputy

*Unless otherwise demonstrated that the person(s) executing this Franchise Agreement on behalf of Franchisee has the

requisite authority to legally obligate and bind Franchisee. If the Franchise is a corporation, signatures of two specific

corporate officers are required as further set forth. The first corporate officer signature must be one of the following: 1)

the Chairman of the Board; 2) the President; 3) any Vice President. The second corporate officer signature must be one of

the following: a) Secretary; b) Assistant Secretary; c) Chief Financial Officer; d) Assistant Treasurer.

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APPENDIX LISTING

APPENDIX 1

A) Map and Description of Franchise Areas of Orange County

B) Maps of Franchise Area

C) Container Specifications

D) Accepted Materials

E) Process, Transfer, and Disposal Services and Facility Standards

APPENDIX 2

A) Maximum Rates for Residential Service

B) Maximum Rates for Commercial Service

C) Maximum Rates for Other Services

APPENDIX 3

A) Example Rate Adjustment Calculation for July 1, 2022

B) Example Calculation of an Annual Change in a Published Index

APPENDIX 4

Implementation and Compliance Plan

APPENDIX 5

Outreach and Education Plan

APPENDIX 6

Record Keeping and Reporting

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APPENDIX 1-A

MAP AND DESCRIPTION OF FRANCHISE AREAS OF ORANGE COUNTY

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Franchise

Area

Description

Rossmoor

Placentia Islands/Yorba Linda Islands/Buena Park Islands

Orange Islands

Fountain Valley Island

5 CA-1

Orange Park Acres/The Canyons

5 CA-2

El Modena

Lemon Heights/North Tustin/Cowan Heights/James A. Musick

7-A

John Wayne Airport

7-B

Emerald Bay/Laguna Coast Wilderness Park

Coto De Caza/Trabuco Canyon/Wagon Wheel/Ladera Ranch/Las Flores

Rancho Mission Viejo/Sendero/San Juan Capistrano Unincorporated/Ortega Highway

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APPENDIX 1-B

MAPS OF COLLECTION AREAS

Coto De Caza/Wagon Wheel:

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Ladera Ranch:

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Las Flores:

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APPENDIX 1-C

CONTAINER SPECIFICATIONS

Minimum Requirements Required by County:

Franchisee will provide Containers to be used under this Agreement.

Franchisee will provide Residential Cart Customers with the option of three cart sizes for Gray Container

Waste, Source Separated Recyclable Materials and Source Separated Organic Waste. Sizes offered shall

be approximately 35, 64, and 96 gallons. Residential Customers may request different sizes for each

waste stream.

Customers may each request one free exchange in cart sizes during each calendar year. One exchange

includes all cart size changes included in the same Customer request and may include changes being

made to one, two or three of the Customer’s carts.

By January 1, 2032, all Containers provided by Franchisee will meet all color and labeling requirements

prescribed in SB 1383 Regulations. All new Containers, included those replaced prior to January 1, 2032,

must comply with SB 1383 Regulations.

Cleaning and Maintenance. Franchisee shall provide Customers with Bins required during the term of

this Agreement and maintain Containers in safe working condition. The size of Franchisee-provided Bins

shall be determined by mutual agreement of Customer and Franchisee and shall be subject to County

approval. All Bins in use shall be constructed of heavy metal, or other suitable, durable material, and shall

be watertight and well painted. Wheels, forklift slots, and other apparatuses, which were designed for

movement, loading, or unloading of the Bin shall be maintained in good repair. Upon Customer or County

request, or if required to maintain the Containers in a clean condition, Franchisee shall clean Customer Bins

above one per year at the rates shown in the approved rate schedule. Contractor shall perform cleaning,

repainting, or replacement of Bins as necessary to prevent a nuisance caused by odors or vector harborage.

When a Bin is removed for cleaning, Franchisee shall replace the Bin, either temporarily or as a change-

out, with another Container.

Bin Identification and Color. Each Bin placed in the Franchise Area by Franchisee shall have the name

of Franchisee in letters not less than three (3) inches high on the exterior of the Bin to be visible when the

Bin is placed for use. Bins shall be labeled to include bilingual (English and Spanish) and graphic instruction

on what materials should and should not be placed in each Bin. Franchisee shall repaint Bins upon County’s

request if the County deems it necessary to maintain a neat appearance. All Refuse Bins shall be painted a

uniform color of, and all Recycling and Organics Bins shall be painted a different, uniform color.

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APPENDIX 1-D

ACCEPTED MATERIALS

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APPENDIX 1-E

PROCESSING, TRANSFER, AND DISPOSAL SERVICES AND FACILITY STANDARDS

Franchisee has selected and arranged for Discarded Materials to be Transported to Approved Facilities for

Transfer, Processing, and/or Disposal in accordance with this Appendix. The Approved Facilities shall

comply with the standards specified in this Appendix. Pursuant to Section 5.1 of the Agreement, if the

Franchisee does not own or operate one or more of the Approved Facilities, Franchisee shall enter into a

subcontract agreement with the owner or Facility operator of such Approved Facility(ies) and the

requirements of Section 5.1 of the Agreement and this Appendix shall pertain to the Subcontractor(s).

A.GENERAL REQUIREMENTS:

Franchisee agrees to Transport Discarded Materials it Collects in the County Unincorporated to an

appropriate Approved Facility(ies) for Transfer, Processing, or Disposal, as applicable for each type of

Discarded Material. As of the Commencement Date of this Agreement, the Approved Facilities, which were

selected by Franchisee and reviewed and approved by the County, are listed in the table on the following

page and in the definitions in Article 1 of this Agreement. Franchisee will perform all Transfer, Processing,

and Disposal services at Approved Facilities in accordance with Applicable Law, standard industry practice,

and specifications and other requirements of this Agreement. County, at its sole option, shall retain the right

to require Franchisee which Transformation Facility, Organics Processing Facility, Material Recovery

Facility or Landfill shall be used to retain, Recycle, Compost, Process, or Dispose of Discarded Materials

generated within the Franchise Area. In this instance, Franchisee shall conduct a rate audit and recommend,

if necessary, a rate adjustment. If Franchisee sees a reduction in costs, those savings shall be passed on to the

rate payers.

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B.APPROVED FACILTIES:

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DESIGNATED FACILITIES:

Disposal Facilities (Gray Container Waste and Residual Waste):

Frank R. Bowerman Landfill – Owner/Operator: OC Waste & Recycling - 11002 Bee Canyon Access Rd.,

Irvine, CA 92602 - SWIS: 30-AB-0360

Olinda Alpha Landfill – Owner/Operator: OC Waste & Recycling - 1942 N. Valencia Ave., Brea, CA

92823 - SWIS: 30-AB-0035

Prima Deshecha Landfill – Owner/Operator: OC Waste & Recycling - 32250 Avenida La Pata, San Juan

Capistrano, CA 92675 - SWIS: 30-AB-0019

D.F ACILITY CAPACITY GUARANTEE:

Franchisee shall guarantee sufficient capacity over the Term of this Agreement to Transfer (if applicable),

Transport, and Process all Source Separated Recyclable Materials, Food Waste, SSGCOW, and Mixed Waste

Collected under this Agreement and to Transfer (if applicable), Transport, and Dispose all Gray Container

Waste Collected under this Agreement. Franchisee shall cause the Approved/Designated Facility(ies) to

recover or Process the Discarded materials as appropriate; market the Source Separated Recyclable Materials,

SSGCOW, Food Waste, and Mixed Waste recovered from such operations; and Dispose of Residue.

Franchisee shall cause Designated Facility(ies) for Disposal to Dispose of Gray Container Waste. Franchisee

shall provide the County, upon request, with documentation demonstrating the availability of such Transfer

(if applicable), Transport, Processing, and Disposal capacity as described below.

1) Franchisee or Affiliate is owner of Approved Facilities: County may request that Franchisee

report aggregate Facility capacity committed to other entities through Franchisee’s contracts.

County, or its agent, will have the right to seek verification of Franchisee’s reported aggregate

capacity through inspection of pertinent sections of Franchisee’s contracts with such entities to

determine the duration of Franchisee’s commitment to accept materials from such entities and the

type and volume of materials Franchisee is obligated to accept through the contracts. In addition,

County, or its agent, will have the right to review Tonnage reports documenting the past three (3)

years of Tonnage accepted at the Approved Facility(ies) by such entities. To the extent allowed

by law, County, or its agent(s), agree to maintain the confidentiality of the information reviewed

related to the individual contracts with other contracting entities and agree to review all related

material at the Franchisee’s office and will not retain any copies of review material. Franchisee

will fully cooperate with the County’s request and provide County and its agent(s) or access to

Franchisee’s records.

2) Franchisee’s Subcontractor is the owner and/or operator of Approved Facilities: Upon County

request, Franchisee shall demonstrate that such capacity is available and allocated to the County

by provision of its agreement with the Approved Facility(ies) owner(s)/operator(s)

(Subcontractor(s)) documenting the Subcontractor’s guarantee to accept the Discarded Materials

Franchisee delivers over the Term of this Agreement.

EQUIPMENT AND SUPPLIES:

Franchisee shall equip and operate the Approved Facilities in a manner to fulfill Franchisee’s obligations

under this Agreement and Applicable Law, including achieving all applicable standards for Landfill Disposal

reduction, Recycling, recovery, Diversion, Residue amount and content, and final product quality standards.

Franchisee is solely responsible for the adequacy. Safety, and suitability of the Approved Facilities.

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Franchisee shall modify, enhance, and/or improve the Approved Facilities as needed to fulfill service

obligations under this Agreement, at no additional compensation from the County or Rates charged to

Customers.

Franchisee shall provide all rolling stock, stationary equipment, material storage Containers, spare parts,

maintenance supplies, Transfer, Transport, and Processing equipment, and other consumable as appropriate

and necessary to operate the Approved Facilities and provide all services required by this Agreement.

Franchisee shall place the equipment in the charge of competent equipment operators. Franchisee shall repair

and maintain all equipment at its own cost and expense.

FACILITY PERMITS:

Franchisee or Facility operator shall keep all existing permits and approvals necessary for use of the

Approved Facility(ies), in full regulatory compliance. Franchisee, or Facility operator, shall, upon request,

provide copies of permits or other approvals and/or notices of violation of permits to the County.

TRANSFER FACILITY:

At Franchisee’s option, Franchisee may rely on a Transfer Facility and, in such case, shall Transport some

or all Discarded Materials to an Approved Transfer Facility. At the Transfer Facility, Discarded Materials

shall be unloaded from Collection vehicles and loaded into large-capacity vehicles and Transported to the

Approved Facility(ies) for Processing or Disposal, as applicable for each type of Discarded Material, in a

timely manner and in accordance with Applicable Law. Franchisee or Subcontractor shall perform the

following pre-Processing activities at the Approved Transfer Facility.

If Franchisee delivers some or all Discarded Materials to a Transfer Facility, it shall receive assurances from

Facility operator that Facility operator will Transport or arrange for Transport of the Discarded Materials to

appropriate Approved Facility(ies) for Processing or Disposal, as applicable for each type of Discarded

Material. In such case, Franchisee shall receive written documentation from the Facility operator(s) of the

Facilities used for Processing and Disposal of Discarded Materials, as applicable for each type of Discarded

Material. Franchisee shall pay all costs associated with Transport, Transfer, Processing, and/or Disposal of

all Discarded Materials Collected in accordance with this Agreement, including marketing of recovered

materials and Disposal of all Residue.

Franchisee shall comply with separate handling requirements described in this Appendix.

H. FRANCHISEE-INITIATED CHANGE IN FACILITY(IES):

Franchisee may change its selection of one or more of the Approved Facility(ies) following County Contract

Administrator’s written approval, which may be conditioned on various factors including, but not limited to:

the performance of the current versus proposed Facility, the permitting status of and LEA inspection records

related to the proposed Facility, the distance of the Facility from the Franchisee Area, and any other factor

that may reasonably degrade the value received by the County. If Franchisee elects to use a Facility(ies) that

is(are) not listed on the then-current list of Approved Facility(ies) in this Appendix, it shall submit a written

request for approval to the County thirty (30) days prior to the desired date to use the Facility and shall obtain

the County’s written approval prior to use of the Facility. Franchisee’s compensation and Rates shall not be

adjusted for a Franchisee-initiated change in Facilities.

I. NOTIFICATION OF EMERGENCY CONDITIONS:

Each Approved Facility shall notify the County of any unforeseen operational restrictions that have been

imposed upon the Facility by a regulatory agency or any unforeseen equipment or operational failure that

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will temporarily prevent the Facility from Processing the Discarded Materials Collected under this

Agreement. Franchisee shall notify the County in accordance with Section 5.7 of the Agreement.

APPROVED FACILITY UNAVAILABLE/USE OF ALTERNATIVE FACILITY:

If Franchisee is unable to use an Approved Facility due to a sudden unforeseen closure of the Facility or

other emergency condition(s) described in this Franchisee Agreement, Franchisee may use an Alternative

Facility provided that the Franchisee provides verbal and written notice to the County Contract Administrator

and Director and receives written approval from the County Contract Administrator or Director at least

twenty-four (24) hours prior to the use of an Alternative Facility to the extent reasonably practical given the

nature of the emergency or sudden closure. The Franchisee’s written notice shall include a description of the

reasons the Approved Facility is not feasible and the period of time Franchisee proposes to use the Alternative

Facility. As appropriate for the type of Discarded Materials to be delivered to the Alternative Facility, the

Alternative Facility shall meet the applicable Facility standards in this Agreement and shall be sent to: (i) an

allowable Facility, operation, or “Organic Waste Recovery Activity” as defined in 14 CCR Section

18982(a)(49) and not subsequently used in a manner deemed to constitute Landfill Disposal pursuant to 14

CCR Section 18983.1(a); (ii) a High Diversion Organic Waste Processing Facility (for two- and one-

Container systems and three- and three-plus Container systems in which Organics Waste, such as Food

Waste, is allowed for Collection in the Gray Containers); (iii) a “Designated Source Separated Organic Waste

Processing Facility” pursuant to 14 CCR Section 18982(a)(14.5) for Source Separated Recyclable Materials

and SSGCOW (for Jurisdictions using the Performance-Based Compliance Approach per SB 1383

Regulations (14 CCR, Division 7, Chapter 12, Article 17)); (iv) a Transfer Facility; or, (v) a Disposal Facility.

If Franchisee is interested in using a Facility or activity not listed above and not specifically identified in 14

CCR Section 18983.1(b), the Franchisee shall be responsible for securing the approvals from CalRecycle

pursuant to 14 CCR Section 18983.2 that the Facility’s Process or technology constitutes a reduction of

Landfill Disposal pursuant to 14 CCR Section 18983.1(a) prior to the County’s final approval of such Facility

or activity.

If any Approved Facility specified in this Appendix becomes unavailable for use by Franchisee for Discarded

Materials Collected in the County for a period of more than seven (7) days, County may designate an

Alternative Facility pursuant to Section 4.13 of this Agreement. The Parties agree that an Approved Facility

shall only be deemed to be “unavailable” if one or more of the following has occurred: (i) a Force Majeure

event/Uncontrollable Circumstance as described in Section 11.2 of this Agreement has occurred; (ii) a

Facility has lost one or more permits to operate; (iii) a Facility has exhibited a pattern of violation through

the receipt of repeated notices of violation from one or more regulatory agencies. Further, the Parties agree

that a Facility shall only be deemed to be “unavailable” if the lack of availability of the Facility is not due to

Franchisee’s negligence, illegal activity, neglect, or willful misconduct. At County’s request, Franchisee

shall research and propose Alternate Facility(ies) for the impacted Discarded Material(s), and shall submit a

written analysis and recommendation to the County within seven (7) days concerning the cost for use of

Alternative Facility(ies) and any logistical changes that would be required to utilize such Alternative

Facility(ies). County and Franchisee will discuss the advantages and disadvantages of use of the potential

Alternative Facility(ies) and County will designate the approved Alternative Facility(ies). The decision of

the County shall be final. The change in Facility shall be treated as County-directed change in scope pursuant

to Section 4.13 of this Agreement.

In the event an Approved Facility becomes unavailable due to the negligence, illegal activity, neglect, or

willful misconduct of Franchisee, Franchisee shall bear all additional costs for use of an Alternative Facility

including increased Processing costs, Disposal Costs, Transportation costs, Transfer costs, and all other costs.

The table listing Approved Facilities in this Appendix shall be modified accordingly to reflect the new

County-Approved Facility(ies).

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If Franchisee is not the owner of the new Approved Facility, Franchisee shall enter into a Subcontract

agreement with the Facility operator of the Alternative Facility to require compliance with the requirements

of Article 5 of this Agreement and this Appendix unless County Contract Administrator or Director waives

one or more requirements.

DISCARDED MATERIALS MONITORING, WASTE EVALUATION, AND CAPACITY

PLANNING REQUIREMENTS:

Franchisee shall conduct material sampling, sorting, and waste evaluations of various material streams as

further described in this Appendix 1-E, Section AE. to meet or exceed SB 1383 Regulatory requirements.

Upon County request, the Franchisee shall also participate in capacity planning studies. The Franchisee

acknowledges that the County is required by SB 1383 to coordinate Organic Waste and Edible Food

Recovery capacity planning studies. The Company shall participate and/or provide information to the County

as needed for the County’s participation in such capacity planning studies. This information and/or

participation may include, but is not limited to: conducting or supporting waste characterization studies;

providing information regarding existing and potential new or expanded capacity in the Franchisee’s

operations for the Collection, Transport, Transfer, or Processing of Source Separated Recyclable Materials

and Source Separated Organic Materials; and, any other information deemed necessary by the County for

purposes of the study. The Franchisee shall respond to requests for information or participation from the

County within sixty (60) days, unless another timeframe is otherwise specified or authorized by the County.

COMPLIANCE WITH APPLICABLE LAW:

Franchisee (including its Affiliates and Subcontractors) warrants throughout the Term that the Approved

Facilities are respectively authorized and permitted to accept Discarded Materials in accordance with

Applicable Law and are in full compliance with Applicable Law.

RECORDS AND INVESTIGATIONS:

Franchisee shall maintain accurate records of the quantities of Discard Materials Transported to and Accepted

at the Approved Facility(ies) and shall cooperate with County and any regulatory authority in any audits or

investigations of such quantities.

N.INSPECTION AND INVESTIGATIONS:

An authorized County employee or agent shall be allowed to enter each Facility during normal working hours

in order to conduct inspections and investigations in order to examine Facility operations; Processing

activities; contamination monitoring; material sampling and sorting activities, including inspection of end-

of-line materials after sorting; and records pertaining to the Facility in order to assess compliance with this

Agreement, to understand protocols and results, and conduct investigations, if needed. Franchisee shall

permit County or its agent to review or copy, or both, any paper, electronic, or other records required by

County.

PROCESSING STANDARDS:

[INFORMATION TO BE INCLUDED BASED ON PROPOSED PROCESSING APPROACH]

RECOVERY REQUIRED:

Franchisee agrees to Transport and deliver all Source Separated Recyclable Materials, SSBCOW, SSGCOW,

Mixed Waste Collected under this Agreement to an Approved Facility for Processing as applicable for each

material type. Franchisee shall conduct Processing activities for all Source Separated Recyclable Materials,

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SSBCOW, SSGCOW, Mixed Waste, and C&D to recover Recyclable materials and Organic Waste to reduce

Disposal. The Processing shall be performed in a manner that minimizes Disposal to the greatest extent

practicable and complies with Applicable Law, including SB 1383 Regulations.

SEPARATE HANDLING REQUIREMENTS:

1. Franchisee shall keep Source Separated Recyclable Materials, SSBCOW, SSGCOW, Mixed Waste

separate from each other and separate from other any other material streams and shall Process the

materials separately from each other.

2. Pursuant to 14 CCR Section 17409.5.6(a)(1), Remnant Organic Material separated from the Gray

Container Waste for recovery can be combined with Organic Waste removed from the SSGCOW for

recovery once the material from the SSGCOW has gone through the Organic Waste recovery

measurement protocol described in 14 CCR Sections 17409.5.4 and 17409.5.5.

3. Pursuant to 14 CCR Section 17409.5.6(b) Organic Waste removed from Mixed Waste for recovery

shall be:

a. Stored away from other activity areas in specified, clearly identifiable areas as described in

the Facility Plan or Transfer/Processing Report (which are defined in 14 CCR); and,

b. Removed from the Facility consistent with 14 CCR Section 17410.1 and either:

i. Transported only to another Facility or operation for additional Processing,

composting, in-vessel digestion, or other recovery as specified in this Appendix

1-E, Section U; or,

ii. Used in a manner approved by local, State, and federal agencies having

appropriate jurisdiction.

RESIDUE DISPOSAL:

Franchisee shall be responsible for Disposal of Residue from Processing activities at its own expense and

shall use the Disposal Facility(ies) for such purpose.

S.PROCESSING FACILITY RESIDUE GUARANTEES:

Upon request of the County, Franchisee shall provide a certified statement from the Facility operator

documenting its Residue level. The Residue level shall be calculated separately for each material type and

for each Approved Facility used for Recycling and Processing. The Residue level calculation method shall

be reviewed and approved by the County.

SOURCE SEPARATED RECYCLABLE MATERIALS PROCESSING STANDARDS:

Franchisee shall arrange for Processing of all Source Separated Recyclable Materials at a Facility that

recovers materials designated for Collection in the Blue Container and in a manner deemed not to constitute

Landfill Disposal pursuant to 14 CCR Section 18983.1(a), which states that Landfill Disposal includes final

deposition of Organic Waste which includes SSBCOW, at a Landfill or use of Organic Waste as Alternative

Daily Cover (ADC) or Alternative Intermediate Cover (AIC), in alignment with AB 1594 and SB 1383, the

Franchisee shall not use Organic Waste as ADC or AIC.

U.S SGCOW PROCESSING STANDARDS:

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1. Franchisee shall arrange for Processing of all SSGCOW at a Facility that recovers Source Separated

Organic Waste and in a manner deemed not to constitute Landfill Disposal pursuant to 14 CCR

Section 18983.1(a) which states that Landfill Disposal includes final deposition of Organic Waste at

a Landfill or use of Organic Waste as Alternative Daily Cover (ADC) or Alternative Intermediate

Cover (AIC), in alignment with AB 1594 and SB 1383, the Franchisee shall not use Organic Waste

as ADC or AIC.

2. Franchisee shall arrange for SSGCOW Processing at an Approved Organic Waste Processing Facility

that meets one or more of the following criteria, and such Facility or operation is capable of and

permitted to accept and recover the types of Organic Wastes included in the SSGCOW:

a. A “Compostable Material Handling Operation or Facility” as defined in 14 CCR Section

17852(a)(12); small composting facilities that are otherwise excluded from that definition;

or Community Composting as defined in 14 CCR Section 18982(a)(8). The compostable

materials handling operation or Facility shall, pursuant to 14 CCR Section 17867(a)(16),

demonstrate that the percentage of Organic Waste in the materials sent to Disposal is:

i. On and after January 1, 2022, less than 20 percent (20%); and,

ii. On and after January 1, 2024, less than 10 percent (10%).

b. An “In-vessel Digestion Operation or Facility” as defined in 14 CCR Section 17896.5. The

in-vessel digestion facility or operation shall, pursuant to 14 CCR Section 17896.44.1,

demonstrate that the percentage of Organic Waste in the materials sent to Disposal is:

i. On and after January 1, 2022, less than 20 percent (20%); and,

ii. On and after January 1, 2024, less than 10 percent (10%).

c. A “Biomass Conversion Operation” as defined in Section 40106 of the California Public

Resources Code.

d. Soil amendment for erosion control, revegetation, slope stabilization, or landscaping at a

Landfill, that is defined as a reduction in Landfill Disposal pursuant to 14 CCR Section

18983.1(b)(5).

e. Land application of compostable materials consistent with 14 CCR Section 17852(a)(24.5)

and subject to the conditions in 14 CCR Section 18983.1(b)(6).

f. Lawful use as animal feed, as set forth in California Food and Agricultural Code Section

14901 et seq. and Title 3, Division 4, Chapter 2, Subchapter 2 commencing with 14 CCR

Article 1, Section 2675.

g. Other operations or facilities with processes that reduce short-lived climate pollutants that

are approved by the State in accordance with 14 CCR Section 18983.2.

If Franchisee is interested in using an operation, Facility, or activity not expressly identified above

and not specifically identified in 14 CCR Section 18983.1(b) for SSGCOW Processing, Franchisee

shall be responsible for securing the necessary approvals from CalRecycle, pursuant to 14 CCR

Section 18983.2, that the Facility’s Process or technology constitutes a reduction in Landfill

Disposal pursuant to 14 CCR Section 18983.1(b)(8) prior to the County’s final approval of such

operation, Facility, or activity.

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3. Preparation of Materials for Processing. The Franchisee shall be responsible for preparing materials

for Processing at the Approved Organic Waste Processing Facility, which shall include, but is not

limited to, removal of visible physical contaminants such as plastic, glass, metal, and chemicals

prior to size reduction.

4. “Overs” Management. The County may require that at no cost to the County, the Franchisee conduct

and provide County-specific Organic Waste Processing Residue and “overs” composition data to

the County reflecting then-current conditions and using a sampling protocol acceptable to the

County, in its reasonable discretion. In the event that the composition of “overs” includes

appreciable quantities of Organic Waste, as determined by Franchisee’s waste evaluation or visual

assessment by the County, the Franchisee shall immediately inform the County Contract

Administrator and propose a strategy for reducing the “overs” level. At the Franchisee’s expense,

Franchisee shall implement the “overs” management strategy within thirty (30) working days of

County approval. Such a strategy may include having the Approved Organic Waste Processing

Facility re-grind large woody “overs” (after removal of contaminants) and reintroduce the ground

“overs” into the composting process in order to increase the recovery of that material and reduce

the Organic Waste contained in the materials sent to Disposal, or may include an alternative

approach approved by the County.

5. Limits on Incompatible Materials in Recovered Organic Waste

a. Limits. Except as described in this Appendix 1-E, Section U.5.c., Franchisee’s

Transfer/Processing Facility or operation shall only send offsite that Organic Waste

recovered after Processing the SSGCOW that meets the following requirements or as

otherwise specified in 14 CCR Section 17409.5.8(a):

i. On and after January 1, 2022 with no more than 20 percent (20%) of Incompatible

Material by weight; and,

ii. On and after January 1, 2024 with no more than 10 percent (10%) of Incompatible

Material by weight.

b. Measurement. Franchisee shall measure the actual levels of Incompatible Materials in

accordance with procedures described in 14 CCR Section 17409.5.8(b).

c. Exceptions. The limits in this Appendix 1-E, Section U.5.c., shall not apply to the recovered

Organic Waste sent offsite from the Transfer/Processing Facility or operation, if the

Franchisee sends the recovered Organic Waste from the Transfer/Processing Facility or

operation to one or more of the following types of Facilities that will further Process the

Organic Waste, or as otherwise specified in 14 CCR Section 17409.5.8(c):

i. A Transfer/Processing Facility or operation that complies with this Appendix 1-

E, Section G.;

ii. A compostable materials handling facility or operation that, pursuant to 14 CCR

Section 17867(a)(16), demonstrates that the percentage of Organic Waste in the

materials sent to Disposal is:

(A) On and after January 1, 2022, less than 20 percent (20%); and,

(B) On and after January 1, 2024, less than 10 percent (10%).

iii. An in-vessel digestion Facility or operation that, pursuant to 14 CCR Section

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17896.44.1, demonstrates that the percentage of Organic Waste in the materials

sent to Disposal is:

(A) On and after January 1, 2022, less than 20 percent (20%); and,

(B) On and after January 1, 2024, less than 10 percent (10%).

iv. An activity that meets the definition of a recycling center as described in 14 CCR

Section 17402.5(d).

V. HIGH DIVERSION ORGANIC WASTE PROCESSING FACILITY REQUIREMENTS

(ORGANICS IN GRAY CONTAINER):

1. Franchisee guarantees that the Approved High Diversion Organic Waste Processing Facility shall

meet or exceed an annual average Mixed Waste organic content recovery rate of fifty (50) percent

between January 1, 2022 and December 31, 2024, and seventy-five (75) percent after January 1,

2025, or as otherwise defined in 14 CCR Section 18982(a)(33), as calculated pursuant to 14 CCR

Section 18815.5(e) for Organic Waste received from the Mixed Waste.

2. Franchisee guarantees that it will comply with the limits on incompatible materials in the recovered

Organic Waste.

3. Franchisee shall conduct measurements on a quarterly basis to determine the Mixed Waste organic

content recovery efficiency in accordance with 14 CCR Section 17409.5.1. Franchisee shall report

the Organic Waste recovery efficiency measurement results to the County in accordance with

Appendix 6 of the Agreement, and shall notify the County within thirty (30) days of conducting the

quarterly measurement if the results are not in compliance with the Mixed Waste organic content

recovery rate standards. If the quarterly average Mixed Waste organic content recovery rate is not

in compliance with the standards, the County may assess Liquidated Damages in accordance with

Section 9.3 of this Agreement.

4. If the Approved High Diversion Organic Waste Processing Facility has an annual average Mixed

Waste organic content recovery rate that is lower than required in 14 CCR Section 18982(a)(33) for

two (2) consecutive quarterly reporting periods or three (3) quarterly reporting periods within three

(3) years, the Facility shall not qualify as a High Diversion Organic Waste Processing Facility

pursuant to 14 CCR Section 18984.3(b). Franchisee shall be required to submit a corrective action

plan to the County within thirty (30) days of determining such non-compliance identifying the steps

to improve the Mixed Waste organic content recovery rate and the duration of time anticipated for

the Facility to achieve compliance. Franchisee shall immediately commence with corrective actions

subject to approval by the County and CalRecycle.

5. If County is not satisfied that the Franchisee can achieve and sustain the minimum required annual

average Mixed Waste organic content recovery rate, or if the Franchisee has implemented its

corrective action plan and failed to achieve the minimum required annual average Mixed Waste

organic content recovery rate, the County shall have the right to direct use of an Alternative Facility

in accordance with Section 4.13, and Franchisee shall incur all costs associated with use of the

Alternative Facility including Transportation, Transfer, Processing, and Disposal. The County may

assess Liquidated Damages in accordance with Section 9.3 of this Agreement and/or may deem this

failure an event of default under Section 11.1 of this Agreement. If an Alternative Facility is not

available within a commercially reasonable distance, Franchisee shall be required to implement, at

no cost to the County and with no increase to Rates, an Organic Waste Collection system that will

provide programmatic compliance with 14 CCR Division 7, Chapter 12, Article 3.

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CONSTRUCTION & DEMOLITION (C&D) PROGRAM STANDARDS:

1. Franchisee shall comply with the County’s Construction and Demolition (C&D) Debris Diversion

Program.

X.PLASTIC BAGS:

Franchisee shall annually submit to County written notice from the Approved Organic Waste Processing

Facility confirming said Facility can remove plastic bags when Processing SSGCOW.

Y.COMPOSTABLE PLASTICS:

Franchisee shall accept Compostable Plastics at the Approved Organic Waste Processing Facility. Franchisee

shall annually submit to County written notice from the Approved Organic Waste Processing Facility

confirming said Facility can Process and recover these Compostable Plastics.

Z.MARKETING:

Franchisee operating the Approved Facility(ies), shall be responsible for marketing materials recovered from

Discarded Materials Collected under this Agreement. Franchisee’s marketing methods for materials shall be

performed in a manner that supports achievement of Disposal reductions and in such a manner that complies

with State statutes, including, but not limited to, AB 901, AB 939, SB 1016, AB 341, AB 1594, AB 1826,

and SB 1383, and corresponding regulations. Franchisee shall retain revenues resulting from the sale and

marketing of said materials with the exception of the curbside supplemental payments and City/County

payments under the California Beverage Container Recycling and Litter Reduction Act, which shall be

retained by the County.

Upon request, Franchisee shall provide proof to the County that all Source Separated Recyclable Materials,

SSGCOW, Mixed Waste, and C&D Collected by Franchisee were Processed and recovered materials were

marketed for recovery, salvage, or Reuse or as organics products in such a manner that materials are not

deemed Landfill Disposal pursuant to pursuant to 14 CCR Section 18983.1(a) and in a manner that materials

are deemed Diversion pursuant to AB 939. All Residue from the Recycling and Processing activities that is

not marketed shall be reported to the County as Residue and accounted for as Disposal Tonnage at the

Designated Disposal Facility. No Source Separated Recyclable Materials, SSGCOW, Mixed Waste, or C&D

shall be Transported to a domestic or foreign location if Landfill Disposal, as defined in 14 CCR Section

18983.1(a) of such material is its intended use. If Franchisee becomes aware that a broker or buyer has

illegally handled, Disposed of, or used material generated in the County that is not consistent with Applicable

Law, Franchisee shall immediately inform the County and terminate its contract or working relationship with

such party. In such case, Franchisee shall find an alternative market for the material(s) recovered from the

Source Separated Recyclable Materials, SSGCOW, and/or C&D that is compliant with Applicable Law.

The performance of commodity markets for materials recovered from Source Separated Recyclable Materials

shall not be considered a reason for deeming a Facility “unavailable”, nor shall it be considered an acceptable

basis for the need to use an Alternative Facility, nor shall it serve as the basis for any adjustment in

Franchisee’s compensation under this Agreement.

AA. DISPOSAL OF SOURCE SEPARATED RECYCLABLE MATERIALS, SSGCOW, AND

MIXED WASTE PROHIBITIED:

With the exception of Processing Residue, Source Separated Recyclable Materials, SSGCOW, or Mixed

Waste Collected under this Agreement may not be Disposed of in lieu of Recycling, Processing, or marketing

the material, without the expressed written approval of the County Contract Administrator or Director.

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If for reasons beyond its reasonable control, Franchisee believes that it cannot avoid Disposal of the Source

Separated Recyclable Materials, SSGCOW, or Mixed Waste Collected in the County, then it shall prepare a

written request for County approval to Dispose of such material. Such request shall contain the basis for

Franchisee’s belief (including, but not limited to, supporting documentation), describe the Franchisee’s

efforts to arrange for the Processing of such material, the period required for such Disposal, and any

additional information supporting the Franchisee’s request.

In addition, the request shall describe the Franchisee’s proposed interim plans for implementation while the

County is evaluating its request. If the County objects to the interim plans, the County shall provide written

notice to the Franchisee and request an alternative arrangement. The County shall consider the Franchisee’s

request and inform Franchisee in writing of its decision within fourteen (14) days. Depending on the nature

of the Franchisee’s request, County may extend the fourteen (14) day period, at its own discretion, to provide

more time for evaluation of the request and negotiation of an acceptable arrangement with the Franchisee.

AB. GRAY CONTAINER WASTE DISPOSAL STANDARD (WITHOUT ORGANIC WASTE):

1) Disposal of Gray Container Waste Collected. Franchisee shall Transport all Gray Container Waste

Collected under this Agreement to the Designated Disposal Facility.

2) Disposal at Designated Facility. Franchisee shall not Dispose of Gray Container Waste or Residue by

depositing it on any public or private land, in any river, stream, or other waterway, or in any sanitary

sewer or storm drainage system or in any other manner which violates Applicable Laws.

AC. WEIGHING OF DISCARDED MATERIALS:

1) Maintenance and Operation. This Section AC. of Appendix 1-E applies to motor vehicle scales used at

the Approved Facilities. Approved Facilities shall be equipped with one or more State-certified motor

vehicle scales in accordance with Applicable Law. Upon request, Franchisee shall arrange for Facility

operator to provide documentary evidence of such scale certification within ten (10) days of County’s

request during the Term. Licensed weigh master(s) shall operate those scales to weigh all inbound and

outbound Collection vehicles Transporting Discarded Materials and all Transfer vehicles Transporting

materials to another site. Franchisee shall arrange for Facility operator to provide County with access to

weighing information at all times and copies thereof within three (3) Business Days following the

County’s request. Exceptions to weighing requirements are specified in this Appendix 1-E, Section AC.7.

2) Vehicle Tare Weights for Approved Facility(ies). Within thirty (30) days prior to the Commencement

Date, Franchisee shall coordinate with the Facility operator(s) to ensure that all Collection vehicles used

by Franchisee to Transport Discarded Materials to Approved Facilities are weighed to determine unloaded

(“tare”) weights. Franchisee shall work with Facility operator(s) to electronically record the tare weight,

identify vehicle as Franchisee’s, and provide a distinct vehicle identification number for each vehicle.

Franchisee shall provide County with a report listing the vehicle tare weight information upon request.

Franchisee shall promptly coordinate with Facility operator to weigh additional or replacement Collection

vehicles prior to Franchisee placing them into service. Franchisee shall check tare weights at least

annually, or within fourteen (14) days of a County request, and shall re-tare vehicles immediately after

any major maintenance service that could impact the weight of the vehicle by more than fifty (50) pounds.

3) Substitute Scales. If any scale at an Approved Facility is inoperable, being tested, or otherwise

unavailable, Facility operator shall use reasonable business efforts to weigh vehicles on the remaining

operating scale(s). To the extent that all the scales are inoperable, being tested, or otherwise unavailable,

Facility operator shall substitute portable scales until the permanent scales are replaced or repaired.

Facility operator shall arrange for any inoperable scale to be repaired as soon as possible.

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4) Estimates. Pending substitution of portable scales or during power outages, Facility operator shall

estimate the Tonnage of the Discarded Materials Transported to and accepted at the Approved Facilities

by utilizing the arithmetic average of each vehicle's recorded Tons of Discarded Materials delivered on

its preceding three (3) deliveries.

During any period of time the scales are out of service, Facility operator shall continue to record all

information required by this Appendix 1-E, for each delivery of Discarded Materials to the Approved

Facilities and each load of material Transferred to another Approved Facility(ies).

5) Weighing Standards and Procedures. At the Approved Facilities, Facility operator shall weigh and

record inbound weights of all vehicles delivering Discarded Materials when the vehicles arrive at the

Facility. In addition, Facility operator shall weigh and record outbound weights of vehicles for which

Facility operator does not maintain tare weight information. Furthermore, Facility operator shall weigh

and record outbound weights of all Transfer vehicles Transporting Discarded Materials from a Transfer

Facility to another Approved Facility(ies) for Processing or Disposal.

6) Records. Facility operator shall maintain scale records and reports that provide information including

date of receipt, inbound time, inbound and outbound weights (or tare weights) of vehicles, vehicle

identification number, jurisdiction of origin of materials delivered, type of material, company/hauler

identification, and classification, type, weight, and final destination of Discarded Material if the Discarded

Materials are Transferred to another Approved Facility(ies).

7) Exceptions to Weighing Requirements. If an Approved Facility does not have motor vehicle scales to

weigh Franchisee’s vehicles and Discarded Materials delivered to the Facility, Franchisee shall obtain a

receipt for delivery of the Discarded Materials that identifies the date and time of delivery, the type of

material delivered, and the vehicle number. Franchisee or Facility operator shall estimate the Tonnage of

material delivered for each load based on the volumetric capacity of the vehicle and material density

factors (e.g., pounds per cubic yard) approved by or designated by the County Contract Administrator or

Director.

8) Upon-Request Reporting. If vehicle receiving and unloading operations are recorded on video cameras

at the Approved Facilities, Franchisee shall make those videos available for County review during the

Approved Facilities’ operating hours, upon request of the County, and shall provide the name of the driver

of any particular load if available.

AD. REJECTION OF EXCLUDED WASTE:

1) Inspection. Franchisee will use standard industry practices to detect and reject Excluded Waste in a

uniform and non-discriminatory manner and will not knowingly accept Excluded Waste at the Approved

Facility(ies). Franchisee will comply with the inspection procedure contained in its permit requirements.

Franchisee will promptly modify that procedure to reflect any changes in permits or Applicable Law.

2) Excluded Waste Handling and Costs. Franchisee will arrange for or provide handling, Transportation,

and delivery to a Recycling, incineration, or a Disposal facility permitted in accordance with Applicable

Law of all Excluded Waste detected at the Approved Facility(ies). Franchisee is solely responsible for

making those arrangements or provisions and all costs thereof. Nothing in this Agreement will excuse the

Franchisee from the responsibility of handling Excluded Wastes that Franchisee inadvertently accepts in

a lawful manner and of arranging for the disposition of that Excluded Waste in accordance with

Applicable Law.

AE. DISCARDED MATERIALS EVALUATIONS AT APPROVED FACILITIES:

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1) General. Franchisee shall conduct the following “evaluations” at Approved Facilities if required by

Applicable Law referenced below:

a) Organic Waste Recovery Efficiency Evaluations. If applicable pursuant to 14 CCR Sections

17409.5.1 to 17409.5.5 and 17409.5.8, Franchisee shall conduct waste evaluations at Approved

Transfer Facility (if applicable) or Approved Processing Facility(ies) in accordance with 14 CCR

Sections 17409.5.1 to 17409.5.5 and 17409.5.8.

b) Evaluation of Organic Waste in Residuals. If applicable pursuant to 14 CCR Sections 17409.5.3,

17409.5.5, 17867, and/or 17896.44.1, Franchisee shall conduct compliance evaluations of Organic

Waste to determine the level of Organic Waste in materials sent for Disposal in accordance with 14

CCR Sections 17409.5.3 (transfer/processor for Mixed Waste), 17409.5.5 (transfer/processor for

SSGCOW/SSBCOW), 17867 (Compost operations and facilities), and 17896.44.1 (In-vessel

digestion operations and facilities).

2) Record Keeping and Reporting. For the evaluations described above, Franchisee shall maintain all

records and submit reports to CalRecycle as described in 14 CCR Division 7, Chapter 3, Article 6.3; 14

CCR Division 7,Chapter 3.1, Article 8; and 14 CCR Division 7, Chapter 3.2, Article 4; and, 14 CCR

Sections 18815.5 and 18815.7, as applicable. Franchisee shall report this information to the County on a

monthly basis in accordance with Appendix 6.

3) Scheduling of Evaluations. Franchisee shall schedule evaluations during normal working hours.

Franchisee shall provide County notice of its intent to conduct evaluations at the Approved Facility(ies)

at least fourteen (14) days in advance of the evaluations.

4) Observance of Study by County and/or CalRecycle. Franchisee acknowledges that, upon request, a

representative of the County, the LEA, and/or CalRecycle may oversee its next scheduled quarterly

sampling and evaluation of any of the evaluations described in this Appendix 1-E, conducted at the

Approved Facility(ies).

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APPENDIX 2-A

MAXIMUM RATES FOR RESIDENTIAL SERVICE

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APPENDIX 2-B

MAXIMUM RATES FOR COMMERCIAL

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APPENDIX 2-C

MAXIMUM RATES FOR OTHER SERVICES

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APPENDIX 3-A

EXAMPLE RATE ADJUSTMENT CALCULATION FOR 7/1/2022

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APPENDIX 3-B

EXAMPLE FRANCHISE FEE ADJUSTMENT CALCULATION

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APPENDIX 4

IMPLEMENTATION AND COMPLIANCE PLAN

A Seamless Implementation with a Trusted Partner

Proposers should provide an implementation schedule that demonstrates that your company has the ability to implement the services in

accordance with the service start date, including meeting equipment, personnel, administration, maintenance, and public education

requirements. The plan should include detailed planned tasks, procedures and schedule to ensure the County’s compliance with all applicable

laws and regulations. The plan should include but not be limited to programs the proposer will implement in order to be in compliance with AB

341, AB 1826, SB 1383, and related regulations. Proposer shall identify which method they plan to use to achieve SB 1383 compliance (1 bin,

2 bin, 3 bin, 3+ bin, or Performance Based).

Transition Implementation

Our Commitment to the County – A Risk-Free Implementation

The County has relied on Waste

Management as your local service

provider decades. Throughout our

partnership with UOC, we have shown

our dedication to continuous

improvement - better processes, more

efficient procedures, and investments

in technologies that enhance our

collection capabilities and customer

service.

Transitioning service providers would

require rebuilding an already

successful program from the ground

up. With all service requirements already in place, our

team is able to concentrate on delivering dependable

Sample Images of Welcome Packets

collection and enhancing your residents’ experience from the moment the contract is awarded. Our

team’s experience in the County is unparalleled and we would provide the least disruption to customers

during the transition to the new Agreement.

In addition to our already founded local team, Waste Management will be designating one

dedicated Recycling Coordinator for the County of Orange Unincorporated to ensure a robust

implementation plan is achieved and maintained.

The Recycling Coordinator will be ready by January 1, 2022 to ensure they are trained and involved in

the SB 1383 implementation process. Together, the Recycle Coordinator, your local contract

administrator, Hashem Shokair, and our local Operations team will be available to assist the County and

its residents and businesses throughout the contract transition and program implementations.

The benefits for continuing to work with Waste Management are quantifiable and significant. We offer:

Established and reliable collection services.

We already have the vehicles, collection equipment, operations site, fueling station, processing facilities, account

data, and systems in place to offer a risk- and disruption-free implementation.

Invaluable experience.

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Our experienced drivers know every road and customer in your community, and our knowledgeable local staff is

already well-versed in UOC contract terms and service offerings. Further, we leverage lessons learned to offer

proven public education and outreach strategies for communicating available services, resources, and maximizing

customer participation.

Existing relationships.

Over the years, Waste Management staff members have worked hard to become a trusted community partner. We

have built meaningful relationships with County staff, your customers, and local groups and organizations. We will

continue to collaborate with these partners to advance service offerings, problem solve, innovate, and support the

vitality of the UOC community.

A commitment to continuous improvement.

We seek to continuously improve our services and offer the latest and greatest technologies and innovations in

sustainability and integrated operational technology.

If Waste Management is selected as the service provider for the County’s new Contract, we will manage

the implementation with meticulous care. Below we have outlined our approach to the most critical

components of the new Contract implementation, including equipment and resources, customer service,

billing, and public education considerations.

Critical Collection Equipment and Resources in Place Today

Key to all successful new contract implementations is having the most basic collection equipment and

resources in place, tested, and proven. We understand one of the County’s top priorities is for their

collection partner to deliver the base collection services - confirming customers have containers to put

materials into and that material is collected on-time and in a professional and safe manner.

All of Waste Management’s UOC collection equipment and resources are already in place, eliminating

any opportunity for customer disruption associated with delays and equipment problems that are often

associated with new contract implementations. Further, our local Operations Team has decades of

experience managing current route schedules. This means that swaps of new containers will be seamless to

the residents’ normal routines.

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Delivering an Exceptional Customer Service Experience

UOC residents have many options for how and when they interact with Waste Management. Whether

via our mobile app, LiveChat, online at wm.com, or by phone, customers want an interaction that is

fast, friendly, and convenient. Waste Management’s dedicated Customer Service Team supports the

County’s customers by managing our phone, email, and online customer service functions and are

ready to serve the County on day one of the new Contract.

These experienced customer service personnel are already accustomed to working with UOC staff and

are familiar with residents and businesses and current Contract services and terms.

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Further, the County can always count on reaching the local contract administrator, Hashem Shokair or

your experienced designated Recycling Coordinator at any time on their mobile phones – day or night.

Waste Management’s local staff are never more than a few minutes away from instant access to

information and personalized customer service for not only UOC staff, but all residents and businesses of

UOC.

Proven Customer Service Tools and Training Since accurate and clear communication is a

cornerstone of our Contract implementation approach, we place significant effort, resources, and time

preparing and training our customer service center employees. Training material customized to the

County Unincorporateds’ collection services, programs, and rates has already been developed and is

currently in-use.

Review and Update Informational Tools. Waste Management will review and update UOC-specific

information, including all new program enhancements on our proprietary and already in use CRM

application Green Pages. Green Pages is an online database that allows Waste Management Customer

Service Representatives (CSRs) to pull up customer-specific service information, service offerings, and

rates within a matter of seconds. Each time a mailing is sent out to residents, it is uploaded to Green

Pages – allowing agents to reference and look at the same documents that the customer is viewing. Our

CSRs use this tool during every call, ensuring that we provide customers with the most accurate service

information.

Intensive, Small-Group Training. All CSRs handling County Unincorporated calls regularly receive

training in small groups. Before implementation, CSRs will review service offerings specific to the

County, with special emphasis placed on contract changes including new rates, programs, policies, and

procedures. CSRs will also be provided with copies of all customer mailings distributed in your

community.

Increased Staffing. Although it is anticipated that minimal impacts will be associated with a Waste

Management new Contract implementation, there may be a call spike during the first couple of weeks of

the new Contract due to distribution of service brochures and other customer outreach efforts. In addition,

customers occasionally call to request duplicate copies of materials already sent or to confirm their

collection schedule. It is critical to prepare for this spike in call volume with additional staffing. As with

any new contract implementation, Waste Management’s state-of-the-art customer service center will

make sure there is a pool of additional CSRs trained on County Unincorporated-specific issues to help us

manage any increases to normal call volume.

Billing Preparation and Considerations. Already having accurate service, contact, and billing

information means all aspects of our customers’ experience will go smoothly – from hassle-free pick-ups

to accurate commercial invoicing. Our database is continuously updated and maintained. Our staff works

diligently to verify account information during each customer interaction, and customers frequently

provide updates to phone numbers or payment information themselves via their wm.com account.

If the County Unincorporated selects Waste Management for the new Contract, commercial customers

will benefit from continued access to our hassle-free billing and payment options. This is especially

valuable as a growing portion of Waste Management customers are accustomed to the convenience of

managing their accounts online at wm.com. Likewise, many customers prefer electronic invoices. With

any other service provider, customers will be required to start over – creating new online profiles,

electing invoice preferences, and if auto-pay is available, resubmitting their payment information. Often,

this will result in missed or late payments, causing inconvenience for many customers.

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24/7 access to wm.com. Our team will build on the County Unincorporated-specific Waste

Management webpage to include meaningful service information, photos, and resources that reflect the

changes in the new Contract. Using Waste Management’s local website, customers will easily find

information about the upcoming Contract transition as well as service information, disposal resources,

rates, and recycling resources. Online account management functionality allows customers to:

Initiate service or request additional services.

Schedule an empty and return (roll off customers only).

View pickup schedule and collection ETA.

Schedule an extra pickup or bulky item collection.

Request cart or container repair.

Edit account contact information.

Communicate with our Customer Service via email or digital chat.

For County Unincorporated Single-family Dwelling, Multifamily Dwelling, and Commercial customers

specifically, the website will also contain information about pertinent State mandates such as AB 939, AB

341, AB 1826, and SB 1383 and what constituents need to know to comply. This website will be used to

upload various information about the County’s organics recycling program such as service guides, flyers,

videos, community workshops dates, and more as described in the following sections. In addition, the

website will have a Frequently Asked Questions (FAQs) page and a form that will allow customers to

submit recycling questions directly to Waste Management’s County Unincorporated-dedicated

Recycling Coordinator. We will also work with County staff to place a link to the County website and

provide information for the County’s website, if desired.

Public

Education and Outreach Efforts

With Waste Management, the County will not need to dedicate a large portion of public outreach efforts

toward collection, customer service, or billing changes that typically go along with a new service provider.

Instead, as part of the new Contract, we will focus on informing customers of all newly available services,

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changes in California law, and maximizing their knowledge and participation in recycling, reuse, and

waste prevention.

Details of Waste Management’s extensive

education and implementation efforts are highlighted

below for each customer type.

Single-Family Dwelling (SFD) Public Education

and Outreach Activities

Welcome Letter

By July 1, 2022, we will mail each residential customer a

notification to inform them of the new Contract with Waste Management. This letter will contain an

overview of key implementation information and changes, and the dates of the town halls, where

residents can join Waste Management to learn more information and ask questions. This letter will also

contain information about Waste Management programs and offerings, including the bulky item

collection program, how to successfully participate in the recycling program (i.e., Contaminants, Dos

and Don’ts how to apply for the senior discount, how to contact Customer Service and access the

website, and more..

Engaging

customers

Ensuring

efficient

collection

Investing in

technology

Effective

public

education

“Please tell WM that my driver Felix, is

so wonderful and nice, he does an

amazing job, Felix needs to be

recognized.”

E. Chumchal, Wellington Ave.

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Below is a sample Welcome Letter that would be further customized for the County’s approval.

A Comprehensive Service Guide

Immediately following the award of the Contract, we will begin to develop a comprehensive residential

guide to services which will be ready for County review by 3rd Quarter of 2021. By January 1, 2022, we

will direct mail each SFD customer a comprehensive service guide that highlights what material goes into

each container, recycling guides, HHW disposal information, the bulky item collection program, holiday

schedule, Customer Service information, and information on how to access local resources to learn about

upcoming events through the Waste Management local website. The service guide will also include

information on State-mandated programs and what each customer needs to do to comply. New customers

throughout the term of the Contract will also receive a welcome packet upon signing up for services with

Waste Management.

Sample Welcome Letter

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Community Meetings

Waste Management will hold a total of two community meetings in July 2021 and bi-weekly meetings

starting December 2021 through January 2022. These meetings will be held virtually, and COVID safe,

to introduce customers to new service offerings and review key transition information. These workshops

will be led by a designated Waste Management Recycling Coordinator and they will cover state

mandates, what should and should not be placed into each container and any other program changes in

the new Contract including upcoming SB 1383. Each meeting will have an open question and answer

session at the end. Informational meeting dates will be included in all pre-implementation press releases,

residential mailings, and will be available on the local website.

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Cart Labeling and Carts

Upon award of the Contract, Waste

Management will immediately begin

designing the label/stamp for SFD carts which

will be compliant with CalRecycle’s

guidelines for signage. This will be included

with all SB 1383 compliant container

replacements beginning January 1, 2022. SB

1383 compliant carts will be provided upon

customer request for replacement throughout

the life of the contract, with all carts being SB

1383 compliant by 2036.

Educational Materials

Waste Management will create an SB 1383-

specific educational flyer that describes and/or

illustrates what SB 1383 is, what are Waste

Management’s technologies and

processes for recycling organic waste, and

what can and cannot be placed into the

organics recycling cart. This flyer will be

available to be reviewed by the County for

modification and final approval. The intent is

to have the flyers ready for print by January

2022 so that they may begin to be distributed

at community events and workshops and

inserted with the direct mailer that is initially

sent out in time for the new organics program

to commence on

January 1, 2022. It will also remain on the Waste Management local website for reference.

How-to-Video

Waste Management will coordinate with a videographer to produce service video tutorials that residents

can easily access to learn how to use their Waste Management source-separated containers, including how

to comply with SB 1383.

The video will illustrate how to

source separate recyclables and

organics waste while explaining

what should and should not be

placed in each container. It will

also highlight some best

management practices such as

how to keep your organics

container clean and how to

reduce odor. This video is

estimated to begin circulating in

the1st Quarter of 2022. Waste

Management will link the videos

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on County’s local Waste Management website.

Media Outreach

Waste Management will collaborate with County staff to conduct outreach to local media sources. Press

releases will be distributed throughout the Contract implementation to promote key implementation

messages and dates, new service offerings, and community educational events.

Community Events

Waste Management prides itself on providing a comprehensive community service that focuses on

investment within the community through event and organizational sponsorship, recycling education and

compliance, and first-class customer service. As part of the education and outreach campaign, Waste

Management will have the designated Recycling Coordinator at community events throughout the year.

Each event will allow the Recycling Coordinator to distribute educational flyers and speak with members

of the community to directly address any questions or concerns. Waste Management typically organizes

booths through the event

coordinator; however, Waste

Management can also come

prepared with our own

equipment if needed.

School Outreach

As previously stated, Waste

Management’s approach is

intensely local. Our team is

involved by participating in

community-sponsoredevents,

hosting tours of our facilities

for local organizations and

residents and working closely

with schools to integrate

recycling education into their

school curriculum. For all

schools in the County

Unincorporated that request

educational presentations or

assemblies, Waste

Management’s designated Recycling Coordinator will work closely with school staff to coordinate a

preferred time and date for the presentation. Regardless if Waste Management is the school’s designated

hauler, students will benefit from a Waste Management taught presentation as it is assumed that most

students live within the County Unincorporated and they can use the recommended practices at home.

Waste Management has performed various school presentations throughout Orange County, which have

included “Touch-a-Truck” presentation, assemblies, morning announcements, school events, and

compost class. Waste Management is also happy to work with school staff, administration, or

environmental student organization groups to help kick-off school organics and recycling programs.

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Multi-Family Dwelling (MFD) Public Education and Outreach Activities

Waste Management will customize our education and outreach activities to meet the specific needs of

MFD properties, including communications curtailed directly to the tenants and the property managers.

Specialized public education resources and outreach efforts for MFD properties will include:

Welcome Letter, Service Guide, and Site Visits

By July 1

, we will mail each MFD property manager or property

owner a notification to inform them of the upcoming Contract

transition and provide them an overview of key implementation

information, changes, and dates. This letter will also contain

information about SB 1383, what the new organics recycling

program is, when the organics program will commence, and how

to successfully participate and sign up for the program. The letter

will highlight the contact information of the designated Recycling

Coordinator who will conduct a site visit and provide free

technical assistance in reviewing collection services, State-mandated programs, and program

enhancements to ensure compliance and readiness for the new Contract. The Recycling Coordinator will

also help implement a recycling and food waste program at the property and assist with tenant education.

This includes the distribution of MFD specific educational materials and service guides to tenants, as well

as the in-home food waste pails. The Recycling Coordinator will also be available throughout the term of

the Agreement and will work with property management and staff to ensure the MFD is compliant with

state mandates.

“Great work trash driver loves

his work

and is very nice..”

Kelly J., Unincorporated

Rancho Santa Margarita

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Included in our initial communications and educational outreach to all MFD property owners and

managers will be information on our Multi-Family Bulky Item Collection program.

Educational Materials

Upon award of the Contract, Waste Management will design an educational flyer that describes and

illustrates what SB 1383 is what can and cannot be placed into organics recycling carts. This tenant-

focused flyer will be provided to all MFD property owners and managers for their tenants and will be

distributed at hosted community events and workshops. This easy to use and access flyer is in addition to

the MFD Service Guide. All materials distributed will also be posted to the Waste Management local

website for easy and quick reference.

Media Outreach and Community Meetings

Like our SFD customers, MFD tenants and staff will also be invited to the community meetings and have

access to the media outreach and videos previously described.

Commercial Public Education and Outreach Activities

Waste Management will customize our education and outreach activities to meet the specific needs of

commercial properties and ensure complete compliance with AB 341, AB 1826 and SB 1383. Customized

public education resources and outreach efforts for commercial properties will include:

Welcome Letter

By July 1

, 2021, we will mail each commercial customer a notification to inform them of the upcoming

Contract transition. This letter will contain an overview of key implementation information and the dates

of the town halls, where they can join Waste Management to learn more information and ask questions.

At this time, we will also direct customers to our website and provide the contact details of our dedicated

Recycling Coordinator for free technical assistance.

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A Comprehensive Service Guide

Immediately following the award of the contract, we will begin to develop a new comprehensive

commercial service guide which will be ready for County review by 4

Quarter of 2021. By the 1

Quarter of 2022, we will mail each commercial customer a service guide that contains an overview of:

collection and bulk services; acceptable materials for each waste stream; recycling guides; holiday

schedules; Customer Service information. and information on how to access local resources and contact

the County of Orange-dedicated Recycling Coordinator. The welcome packet will also include

information on State- mandated programs such as AB 341, AB 1826, and SB 1383 and what businesses

need to do to comply.

Site Visits and Technical Assistance

Every commercial customer is eligible for free technical assistance, educational tools, and right-sizing

via our Recycling Coordinator. This service is intended to help maximize the effectiveness of

customer’s recycling programs and also ensure that their services are set up for success. During a

scheduled site visit, Recycling Coordinator confirm customer contact information and that services

match the data we have on file. They will also provide right-sizing recommendations and offer education

and training materials for staff and custodians to ensure compliance with state mandates. This

information will be provided in the initial Welcome Letter and Service Guide, as well as be available on

the local website.

Key Implementation Tasks and Timeline

For further information regarding planned implementation specifics, please see the following graphic

which is intended to provide a visual timeline.

Attachment K

County of Orange

2101-001 - Exclusive Collection and Handling of Discarded Materials - Orange Unincorporated

Key Implementation Tasks and Timeline

Task

Activity

Agency

Description

Planned

Start

(Quarter)

Planned

Duration

(Months)

05/

06/

07/

08/

09/

10/

11/

12/

01/

02/

03/

07/

Franchise

Award

City

City awards

contract -

April 27, 2021

Q2 2021

✓

Internal

Monthly WM

Meetings

WM departments

begin planning all

aspects of new

Contract roll out

Q2 2021

Ongoing

✓

Education and

Outreach

Planning

WM/City

Contract Liaison

and Recycling

Coordinators to

begin all design

work in preparation

for final submission

to City

Q2 2021

✓

Education and

Outreach

Welcome Letters

Q3 2021

✓

Commencement

WM/City

New Contract

Begins

Q3 2021

120

✓

Media

Production

WM/City

Media Production to

commence

Q3 2021

✓

Page 128 of 144

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APPENDIX 5

OUTREACH AND EDUCATION PLAN

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OUTREACH AND EDUCATION PLAN

A Partner to Your Community

Proposer shall provide an Outreach and Education Plan which satisfies all requirements of AB 939, AB 341, AB 1826, and SB 1383. This plan

shall detail all planned tasks, procedures and schedule to ensure the County’s compliance with AB 341, AB 1826, and SB 1383.

Waste Management understands that in today’s society, people rely on various forms of

communication to get the most up to date information. This is why we have many different methods of

connecting with our customers which all share a common goal - to provide clear, concise, and relevant

service and educational information. Waste Management wholly intends to achieve full compliance with

AB 341, AB 1826, and SB 1383 including all requirements as per the Draft Franchise Agreement

throughout the life of the Contract. To achieve this mission, Waste Management understands that a

comprehensive education and outreach campaign is required early on to attain the desired recycling

behavior and knowledge base among County of Orange Unincorporated residents and businesses.

The following pages will discuss in detail our AB 341, AB 1826, and SB 1383 outreach plan which is

designed to ensure continued compliance for the County Unincorporated. This plan will build on our

implementation plan as mentioned in the previous section and also go into further description of the

ongoing education outreach efforts and processes that will occur throughout the course of the Agreement.

Program

Customer

Sector

Details

Dedicated

Recycling

Coordinator

Residential,

Multi-family,

Commercial

Upon award of the contract, Waste Management will work to designate a dedicated Recycling

Coordinator to assist and carry out education and outreach for residential, multifamily, and commercial

customers in the Unincorporated County areas. The Recycling Coordinator will also assist with County

Unincorporated facility compliance, School District outreach and assemblies, as well as public events and

townhall seminars. The dedicated Recycle Coordinator will be ready by Q1 2022 to assist with state

mandated programs. Prior to beginning outreach in the County, the Recycling Coordinator will receive a

comprehensive, multi-day educational training program that covers the state mandates, how to perform

site visits, how to track compliance and outreach efforts, and explicit services and programs specific to

UOC.

Recycling

Reporting

Software

Residential,

Multi-family,

Commercial

To further improve the submittal of accurate and organized reports, Waste Management proposes the

implementation of a recycling reporting software for the managing, tracking and scheduling of all

compliance and outreach communications and activities. This includes contamination monitoring and the

tracking of internal programs, including edible food waste recovery. More details of this program are

highlighted in the following pages.

Comprehensive

Service Guides

Residential,

Multi-family,

Commercial

Waste Management’s Comprehensive Service Guide will be available in print and electronic form for

each customer type and will include Waste Management’s collection procedure summary and services.

This includes but is not limited to how-to’s for container collection, information on the bulk program,

HHW disposal information, holiday collection schedules, recycling/composting guidelines, waste

prevention tips, and Customer Service contact information. In addition, these packets will include

information on pertinent laws to the customer type such as AB 341, AB 1826, and SB 1383. As part of

the implementation plan, one Welcome Packet will be mailed to each customer in January 2022. In

addition, these packets will also be annually mailed to all customer types each year. They will also

always remain online throughout the life of the Contract for reference.

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Program

Customer

Sector

Details

Community

Workshops

Residential,

Multi-family,

Commercial

The Waste Management Recycling Coordinator will host community workshops to discuss recycling

programs and services and also offer an opportunity for customers to have a live Q&A. These

workshops will cover state mandates, recycling programs, and key Waste Management services and

information. The workshops will be bi-weekly in July 2021, and again I December 2021 - January 2022.

EducationalFlyers

Residential,

Multi-family,

Commercial

Waste Management currently has multiple recycling flyers, food waste recycling flyers, and informational

flyers that touch on current state mandates. To further add to our library of resources, Waste

Management will create new and updated educational flyers, which will include SB 1383. These flyers

will provide meaningful information, graphics, and details on how to participate and comply with state

mandates and recycling programs. It will include information about edible food recovery and donation.

This information will be distributed annually to customers, as well as be available online for each

customer type throughout the life of the Contract.

Transcreated

materials

Residential,

Multi-family,

Commercial

Waste Management is a leader in providing culturally appropriate recycling education. We transcreate

educational materials by delving into a culture to find relevant products and language. Collection

guidelines and educational materials can be translated into various languages upon request.

Edible Food

Recovery and

Donation

Commercial

Waste Management has a strong partnership with a local food recovery and recycling specialist

nonprofit called Waste Not OC. As part of the upcoming SB 1383 requirements, jurisdictions are

required to establish and educate constituents about food recovery in order to help achieve the state-

wide goal of 20 percent edible food recovery. To assist the County in this feat, Waste Management will

create customized educational materials that highlight how and where the County of Orange

Unincorporated community can participate in edible food recovery and donation. Waste Management

will also work with Waste Not OC and other local nonprofits and businesses to identify opportunities for

edible food recovery.

How-to Videos

Residential,

Multi-family,

Commercial

Waste Management will produce how-to videos in effort to educate customers on how to recycle right

and participate in the organics recycling program. Waste Management will coordinate with a

videographer upon award of the contract so that the video is ready to circulate by Q1 2022.

AB 341 and

AB 1826

Compliance

Multi-family,

Commercial

As part of an annual program, the Waste Management Recycling Coordinator will visit each non-

compliant business to provide free technical assistance to setup and maintain a successful diversion

program. The Recycling Coordinator will work with each non-compliant commercial and multifamily

properties to provide education and training for recycling and food waste recycling programs, and also

document internal programs, including edible food donation. More details of this program will be

discussed in the following pages.

SB 1383

Compliance

Residential

Waste Management’s residential SB 1383 education and outreach plan includes welcome letters, service

guides, educational flyers and videos, and kitchen food waste pails which will be distributed to

SFD customers upon implementation. Educational materials will be available throughout the life of the

Contract, in addition to the Recycling Coordinator who will also host community workshops for those who

wish to learn more and ask questions about the program. In addition to all that has been mentioned thus

far, Waste Management has a detailed contamination monitoring plan via our waste

characterization audits coupled with our SMART Truck

technology. Residential routes that are

identified to have unacceptable levels of contamination will receive additional education and outreach.

More details of this program will be discussed in the following pages.

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Program

Customer

Sector

Details

SB 1383

Compliance

Multi-family,

Commercial

Waste Management’s multifamily and commercial SB 1383 education and outreach plan is an extension

of what was previously described above and throughout this proposal thus far. For multi-

family/commercial routes that are identified to have unacceptable levels of contamination, these

customers will receive additional educational materials and site visits to ensure maximum efforts are

exercised in achieving compliance. Waste Management will work directly with business owners and

property managers to confirm they are enrolled in the appropriate levels of recycling and food waste

recycling service, and that their employees, staff and tenants are also well trained and educated on the

program. More details of this program will be discussed in the following pages.

SB 1383

Route Audits

Residential,

Multi-family,

Commercial

Waste Management will perform route audits for residential and commercial routes, as currently allowed

by CalRecycle to monitor contamination. Further details of this process will be described in the following

pages.

Website and

Social Media

Residential,

Multi-family,

Commercial

Waste Management uses digital and social media education to inform customers about our services,

recycling and food waste recycling programs, and community events. Our local UOC website,

home.wm.com/orange-county, is available 24/7 and has the most up-to-date information on services,

events and programs. The website will contain a plethora of information in regard to AB 341, AB 1826,

and SB 1383, as well as our program services and tips for recycling right. Waste Management will work

with UOC staff and our Southern California Communications Team to manage our social media posts

and website updates.

Event Education

Residential,

Multi-family,

Commercial

Waste Management’s dedicated Recycling Coordinator will host a recycling and food waste recycling

informational booth at community events each year. The Recycling Coordinator will provide educational

materials to those who attend and also work with event organizers to provide technical assistance for a

zero-waste event.

School Outreach

Commercial:

Schools

Waste Management works with schools and environmental clubs to educate students and improve or

implement recycling and food waste recycling programs. Activities include lunchtime waste audits, staff

and green team trainings and touch-a-truck presentations. This is an ongoing outreach effort that Waste

Management offers continuously to schools and/or educational organizations that are interested.

Commercial and Multi-Family Compliance Outreach

The Waste Management Recycling Coordinator will continue to collaborate with the County on

education, right-sizing, and the implementation of recycling and organics programs. The Recycling

Coordinator will be able to conduct site visits and perform waste assessments to determine

customers’ collection frequency needs. In addition, the Recycling Coordinator will be able to consult

with businesses and coordinate the delivery of the appropriate number and size of containers.

Following is the standardized approach that will be taken for preparing a recycling and food waste

recycling diversion plan for each business:

Generator Identification

Each year, the Waste Management’s Recycling Coordinator will assist in identifying the County’s

AB 341 and AB 1826 generators. The Recycling Coordinator will cross-reference previous self-

reporting forms and site visit notes to identify customers with internal programs.

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Compliance Notification

Once generators are identified, the Recycling Coordinator will work to identify multi-family and

commercial customer’s AB 341 and AB 1826 compliance status. Upon completion of this task,

the Recycling Coordinator will assist in the notification and tracking of customer responses.

Annually, all commercial customers will receive a bill insert that provides information that explains how

to comply with State/local mandates such as AB 341, AB 1826, and SB 1383. This flyer will also include

information on local edible food donation programs and resources. The flyer will contain the contact

information of the Designated Recycling Coordinator for customers who have questions or for those in

need of technical assistance. In addition, the flyer will promote the use of the Waste Management local

webpage for commercial customers. The County Unincorporated will have the full discretion to alter the

flyer as needed and place the County Seal on the letterhead.

Customer Responses

Annually, each non-compliant multi-family and commercial customer under the AB 341, AB 1826 and

SB 1383 generation threshold will be notified and contacted by the Recycling Coordinator who will

notify them of the associated state recycling and diversion mandates. For noncompliant customers who

respond, the Recycling Coordinator will confirm current service levels and organize with the decision-

maker to set up a date and time for an in-person site visit and food waste recycling training. For

customers claiming they have an internal program, the Recycling Coordinator will organize with the

decision-maker to conduct a site visit to confirm full participation in the program and to assess if further

training or education is needed.

Site Visits

On the day of the site visit, the Recycling Coordinator will perform an audit of the customer’s

waste stream to estimate solid waste, recyclable material, and organics materials generated by the

customer. The Recycling Coordinator will also identify locations throughout the property where

recyclable and organic materials are generated to further assess the volume produced onsite. For

noncompliant customers, the Recycling Coordinator can use the waste characterization summary to

recommend service levels and frequencies and provide the associated costs and alternative options if

needed. The Recycling Coordinator will be able to refer to the customer’s information and rate

sheets and propose a right-sized recycling and/or food waste recycling program. If the customer

accepts the proposed services, the Recycling Coordinator will organize with Waste Management’s

Operations team to adjust the account and organize delivery of the recycling and/or organics container.

If a customer has an internal or back-hauling program, the Recycling Coordinator will document and

verify that the program is comprehensive and achieves full compliance. Additionally, the Recycling

Coordinator can input outreach notes and customer interactions in correspondence with each account and

during the site visit.

Training

The Recycling Coordinator will perform recycling and food waste recycling trainings for all non-

compliant commercial and multi-family customers to ensure a sustainable and successful program. This

training typically does not take more than 20 minutes and it allows for property managers and staff to

receive hands-on information about State and/or local mandates, learn about Waste

Management’s recycling and/or organics program, understand best practices for source separating

materials, and ask questions directly to the Recycling Coordinator and/or the UOC’s third-party

consultant.

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Edible Food Recovery

For Tier 1 and Tier 2 customers, or for those who could benefit from a food recovery program, the

Recycling Coordinator will educate and assist customers with getting in contact with food recovery

organizations within the region. The Recycling Coordinator will maintain a list of local contacts for food

donation programs in hopes of supporting the statewide goal of achieving a 20%increase in edible food

recovery by 2025.

Additional Resources

All customers will have access to the Waste Management local website, which will showcase

information specifically tailored to commercial and multi-family customers. It will feature information

on State and/or local mandates, Waste Management diversion programs, local edible food recovery

resources, FAQs, and a form that allows customers to request technical assistance and connect with the

Designated Recycling Coordinator. The website will also have a link to our informative how-to videos

which can be used in training sessions and referred to throughout the life of the Contract.

Residential Compliance Outreach

In addition to the education and outreach efforts as described in the previous section and in the chart

from the previous pages, Waste Management will continue SB 1383 residential outreach annually via a

direct mailer and residential service guide. This mailer will provide educational information about SB

1383 and meaningful graphics which show how to participate in the program. In addition, the Waste

Management Recycling Coordinator will continue to host community workshops to provide program

information, highlight sustainable at-home best practices, and answer questions. Lastly, should an SB

1383 route audit result in unacceptable levels of contamination, Waste Management will assist in

performing additional education and outreach to the specified routes. This additional, target outreach will

include additional flyers and educational materials and door-to-door neighborhood canvassing.

Compliance Monitoring

AB 341 and AB 1826 Monitoring

Waste Management has fully adapted to the UOC’s desired monitoring approach, which demands

the least inconvenience and impact on residents and businesses. Waste Management will complete all

specified education and outreach activities to increase participation in diversion programs and maintain

compliance with CalRecycle. As previously stated, Waste Management will annually mail all

commercial and multi-family customers an informational flyer that explains how to comply with

state/local mandates pertinent to AB 341, AB 1826, and SB 1383. This flyer will also provide details on

local edible food donation programs and resources. The flyer will contain the contact information of the

Designated Recycling Coordinator for customers who have questions or for those in need of technical

assistance. In addition, the flyer will promote the use of the Waste Management local website page for

additional resources and information.

Waste Management will also conduct annual site visits for each non-compliant commercial customer

under the AB 341 and/or AB 1826 generation threshold. This site visit will serve to confirm continued

100 percent participation in recycling and organics programs, and/or to allow for the Recycling

Coordinator to provide free technical assistance and education to commercial customers who have yet to

obtain full compliance. If a customer should need additional training, or lack the requirements to obtain

full compliance, Waste Management will conduct the same approach that is mentioned previously in the

commercial and multi-family outreach section.

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2021 Exclusive Franchise Agreement

SB 1383 Monitoring

Waste Management will perform hauler route reviews for residential and multi-family/commercial routes, as

currently allowed by CalRecycle to monitor contamination. We understand that CalRecycle may modify the

requirements for measuring contamination and accordingly, the methods may need to be altered.

Unless otherwise directed by CalRecycle and/or the County, we will utilize the hauler route review methodology in

accordance with Section 5.6.A (Option 2) and Appendix 6.E.3 (Option 1). Waste Management will conduct these

reviews beginning in 2022.

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2021 Exclusive Franchise Agreement

APPENDIX 6

RECORD KEEPING AND REPORTING

A. GENERAL

Franchisee shall maintain such accounting, statistical, and other records related to its performance under this Agreement

as shall be necessary to develop the reports required by this Agreement or Orange County Code. Franchisee agrees to

conduct data collection, information and record keeping, and reporting activities needed to comply with applicable laws

and regulations and to meet the reporting and Discarded Materials Collection, Processing, and Disposal program

management needs of the County. At the written direction or approval of County, the records and reports to be

maintained and provided by Franchisee in accordance with this Appendix and other Articles of the Agreement may be

adjusted in number, format, and frequency, if required to comply with State or federal regulatory or reporting

requirements.

Information from Franchisee’s records and reports can be used to, among other things:

• Determine and set Rates and evaluate the financial efficacy of operations;

• Evaluate past and expected progress toward achieving the Franchisee’s Landfill Disposal reduction or goals

and objectives;

• Provide concise and comprehensive program information and metrics for use in fulfilling reporting

requirements under Applicable Law;

• Determine needs for adjustment to programs;

• Evaluate Customer service and Complaints; and,

• Determine Customer compliance with AB 341, AB 1826, and SB 1383 statutes and corresponding regulations;

and, any subsequent State-mandated Landfill Disposal reduction, Recycling, recovery, or Diversion statutes,

regulations, or other requirements.

B. RECORD KEEPING

1) General. Franchisee shall maintain Customer contact data, Customer service, accounting, statistical, operational,

and other records related to its performance as shall be necessary to provide reporting required by this Agreement

and Applicable Law and to demonstrate compliance with this Agreement and Applicable Law (such as, but not

limited to, AB 939, AB 341, AB 1826, AB 876, AB 901, and SB 1383 statutes and corresponding regulations).

Record keeping and reporting requirements specified in this Agreement shall not be considered a comprehensive

list of reporting requirements. In particular, this Appendix 6 is intended to highlight the general nature of records

and reports and their minimum content and is not meant to comprehensively define the scope and content of the

records and reports that Franchisee is required to maintain and report by Applicable Law or this Agreement. Upon

written direction or approval of County, the records and reports required by Franchisee in accordance with this and

other Articles of the Agreement shall be adjusted in number, format, or frequency.

Franchisee shall maintain adequate records, and corresponding documentation, of information required by Sections

C and D of this Appendix, such that the Franchisee is able to produce accurate monthly and annual reports and is

able to provide records to verify such reports. Franchisee will make these records available and provide to the

County any record or documentation necessary for the County to fulfill obligations under Applicable Law including,

but not limited to, AB 939, AB 341, AB 1826, AB 876, AB 901, and SB 1383 statutes and corresponding

regulations; and, other current or future federal, State, or local statutes and regulations, as amended. Upon request

by the County, Franchisee shall provide access to Franchisee’s requested records in a timely manner, not to exceed

five (5) Business Days from the time of County’s request to Franchisee.

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2021 Exclusive Franchise Agreement

2) Record Retention and Security. Records shall be maintained in forms and by methods that facilitate flexible use

of data contained in them to structure reports, as needed, pursuant to this Appendix. Franchisee’s records shall be

stored in one central location, physical or electronic, that can be readily accessed by Franchisee. County reserves

the right to require the Franchisee to maintain the records required herein through the use of a County-selected web-

based software platform, at Franchisee’s expense. Unless otherwise required in this Appendix, Franchisee shall

retain all records and data required to be maintained by this Agreement for the Term of this Agreement plus five

(5) years after its expiration or earlier termination.

Records and data shall be in chronological and organized form and readily and easily interpreted. Franchisee shall

maintain adequate record security to preserve records from events that can be reasonably anticipated such as a fire,

theft, and an earthquake. Electronically maintained data and records shall be protected and backed-up. To the extent

that Franchisee utilizes its computer systems to comply with record keeping and reporting requirements under this

Agreement, Franchisee shall, on a monthly basis, save all system-generated reports supporting those record keeping

and reporting requirements in a static format in order to provide an audit trail for all data required.

3) Maintenance of Financial and Operational Records. Franchisee shall maintain financial and operational records

in accordance with Section 9.4.

4) CERCLA Defense Records. Franchisee shall maintain data retention and preservation systems which can establish

where Solid Waste Collected in the County was landfilled (and therefore establish where it was not landfilled) and

provide a summary copy of the reports required in Appendix 6, Section E for not less than five (5) years following

the termination of this Agreement, and agrees to notify County Director before destroying such records thereafter.

At any time, including after the expiration of the Term hereto, Franchisee shall provide copies of such records to

County in the form required by County, which may be in an electronic format. Franchisee shall continue to retain

records for five (5) years after the term during which Collection services are to be provided pursuant to this

Agreement. Franchisee agrees to notify the County’s Risk Manager and the County Attorney at least ninety (90)

days before destroying such records. The requirements of this section shall survive the expiration of the Term of

this Agreement.

5) Compilation of Information for State Law Purposes. Franchisee shall maintain accurate records for its operation,

including, but not limited to, Discarded Materials quantities Collected and quantities Transported to or Transferred

to each Approved/Designated Facility, listed separately by material type, Customer type, and Facility. Records shall

be maintained in such form by methods that facilitate the use of data for the production of reports as needed.

Franchisee will make these records available and provide to the County any record or documentation necessary for

the County to fulfill obligations under Applicable Law including, but not limited to, AB 939, AB 341, AB 1826,

AB 876, AB 901, AB 1595, and SB 1383 statutes and corresponding regulations; and, other current or future local,

federal or State statutes and regulations, as amended.

C. Audits and Inspection by County

At a mutually agreed upon time during normal business hours, but within five (5) work days of a written request,

Franchisee shall make available to the County for examination at reasonable locations within the County the

Franchisee’s data and records with respect to the matters covered by this Agreement and the Orange County Code.

Franchisee shall permit the County, or its designee, to audit, examine, and make excerpts or transcripts from such data

and records, and make audits of all data relating to all matters covered by this Agreement and the Orange County Code.

Franchisee shall maintain such data and records in an accessible location and condition for a period of not less than five

(5) years following the County’s receipt of final payment under this Agreement unless the County agrees in writing to

an earlier disposition. The County, or its designee, shall maintain the confidentiality of the Franchisee’s Customer list

and other proprietary information, to the extent allowed by law.

D. Reporting - General

1) General Purpose. Reports are intended to compile recorded data into useful forms of information that can be used

by the County. All reports shall be adequate to meet County’s current and future reporting requirements to

CalRecycle, including but not limited to AB 939, AB 341, AB 1826, and SB 1383 statutes and corresponding

regulations, or any other State or federal agency statutes and regulations throughout the Term of this Agreement.

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2) Failure to Report. Failure of Franchisee to comply with the reporting requirements as set forth in this Section may

result in an assessment of Liquidated Damages in accordance with the Liquidated Damages provision in Section

9.3 of this Agreement. Franchisee’s repeated failure to submit reports, and/or failure to submit reports on time, may

be deemed an event of default and may result in the termination of the Agreement at the discretion of the County

Contract Administrator or Director, in accordance with Section 11.1 of this Agreement.

3) Report Format

County shall provide to Franchisee the format for each report submittal not later than thirty (30) days prior to the

due date for such report. If County fails to specify the format as required, Franchisee shall use the report format

specified for the prior reporting period.

4) Submittal Process. All reports shall be submitted to the County, or as directed by the County Contract

Administrator or Director. Reports shall be submitted electronically via email or uploaded to a document sharing

platform agreed upon by the Parties. County reserves the right to require the Franchisee to maintain records and

submit the reports required herein through use of a County-selected web-based software platform, at the

Franchisee’s expense.

Monthly reports shall be submitted within fifteen (15) days after the end of the reporting month; and annual reports

shall be submitted within forty-five (45) days after the end of the reporting year.

E. Reporting - Monthly Reports

Monthly reports shall be submitted by Franchisee to County and shall include the following information pertaining to

the most recently-completed calendar month. In addition, each monthly report shall include a year-to-date summary

page that includes the data submitted from the monthly report(s) submitted in the calendar year prior to the submittal of

the current monthly report. Franchisee shall report the information included in the following subsections.

1) Tonnage Report

a. Franchisee shall report the total quantities in Tons of Discarded Materials Collected, Transferred, Processed,

and Disposed by the Franchisee, all of which shall be based on actual certified scale weights for each load, if

available, or similarly accurate methodology pursuant to weighing protocols in Section AC of Appendix 1-E.

Tonnage shall be reported separately by:

i. Material type, which shall include, at a minimum, separate reporting of Source Separated Recyclable

Materials, SSGCOW, Mixed Waste, Gray Container Waste, and any other type of Discarded Material

separately Collected by Franchisee (including, but not limited to: Bulky Items, dirt, rock, metals,

cardboard, wood waste, Reusable Items, Salvageable Materials, etc.);

ii. Customer/sector type (Single-Family, Multi-family, Commercial Roll-off); and,

iii. Approved Facility and Facility type.

b. Report Residue level and Tonnage for all Discarded Materials processed, listed separately by material type

Collected and Approved Facility(ies) used.

c. Source Separated Recyclable Materials Tonnage Marketed, by commodity, and including average commodity

value for each, and Processing Residue Tonnage Disposed, listed separately by material type Collected and

Approved Facility(ies) used.

d. Documentation of all Discarded Materials exported out of State, as provided in 14 CCR Sections 18800 through

18813.

e. A summary of abandoned materials incidents, including: total number of incidents, the address of each incident,

and a copy of all abandoned materials reports submitted to the County pursuant to Section 6.12 of this

Agreement.

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2) Collection and Subscription Report

a. Number of Containers at each Service Level by Customer Type and program, including:

i. A summary of the total gallons of Cart service, cubic yards of Bin service, and pulls; and cubic yards

or Tons of Drop Box and Compactor service by Customer Type.

ii. Calculation of the average volume of service received per: Single-Family Dwelling Unit (separately

identifying Dwelling Units in a duplex, triplex, or fourplex); Multi-Family Dwelling Unit; and,

Commercial Customer.

b. A summary of Customer subscription data, including the number of accounts; the number of Customers

subscribing to each Cart, Bin, and Roll-Off Service Level listed separately for Single-Family, Multi-Family,

and Commercial and separately for each type of Discarded Material; and the number of Bulky Items Collections

performed.

c. List of all Commercial and Multi-Family Customers with a Gray Container Waste or Mixed Waste Service

Level of two (2) cubic yards of service capacity per week or more. Such list shall include each such Customer’s

service address and Gray Container Waste, Mixed Waste, Source Separated Recyclable Materials, and

SSGCOW Service Levels.

d. Number of Bulky Item/Reusable Materials Collection events by Customer Type.

3) Contamination Monitoring Report

Option 1: Hauler Route Reviews

The Franchisee shall submit the following information regarding contamination monitoring Hauler Route reviews

conducted pursuant to Section 5.6 of this Agreement:

a. The number of Hauler Route reviews conducted pursuant to Section 5.6 of this Agreement;

b. Description of the Franchisee’s process for determining the level of contamination;

c. Summary report of non-Collection notices, and courtesy Collection notices issued, which for each notice

shall include the date of issuance, Customer name, and service address.

d. A record of each inspection and contamination incident, which shall include, at a minimum:

i. Name of the Customer

ii. Address of the Customer

iii. The date the contaminated Container was observed

iv. The staff who conducted the inspection

v. The total number of violations found and a description of what action was taken for each

vi. Copies of all notices issued to Generators with Prohibited Container Contaminants

vii. Any photographic documentation or supporting evidence.

e. Documentation of the total number of Containers Disposed of due to observation of Prohibited Container

Contaminants;

f. Any other information reasonably requested by the County or specified in contamination monitoring

provisions of this Agreement.

Option 2: Waste Evaluations

The Franchisee shall submit the following information regarding waste evaluations conducted pursuant to Section

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5.6 of this Agreement:

a. A description of the Franchisee’s process for conducting waste evaluations.

b. Documentation of the results of the waste evaluation studies, including information on and the number of

targeted Hauler Route reviews conducted as a result of the waste evaluations. The documentation shall at a

minimum include: dates of the studies; the location of the Facility where the study was performed; Hauler

Routes from which samples were collected, and number of Generators on those Hauler Routes; the source sector

(Customer type) of the material (Single-Family, Multi-Family, or Commercial); number of samples collected;

total sample size (in pounds); weight of Prohibited Container Contaminants (in pounds); ratio of Prohibited

Container Contaminants to total sample size; and, any photographic documentation taken or other physical

evidence gathered during the process

c. Copies of all notices issued to Generators with Prohibited Container Contaminants.

d. Documentation of the number of loads or Containers where the contents were Disposed due to observation of

Prohibited Container Contaminants, including the total weight of material disposed, and proof of consent from

the County to dispose of such material if given in a form other than this Agreement.

e. Any other information reasonably requested by the County or specified in contamination monitoring

provisions of this Agreement.

4) Customer Service Report

a. Number of Customer calls listed separately by complaints and inquiries (where inquiries include requests for

service information, Rate information, etc.). For Complaints, list the number of calls separately by category

(e.g., missed pickups, scheduled cleanups, billing concerns, damage claims). These complaints and inquiries

shall be documented and reported separately from SB 1383 Regulatory non-compliance complaints or other

regulatory non-compliance complaints.

b. Number of missed or incomplete Collections reported in total, and per one thousand (1,000) Service

Opportunities in the County, presented in a graph format, which compares total missed Collections in the

County during the current report period to total missed Collections in the County in past reporting periods.

c. Number of new service requests for each Customer type and requested service(s).

d. Franchisee shall maintain a record of all SB 1383 Regulatory non-compliance complaints and responses

pursuant to Section 9.2 of this Agreement and submit the following information:

i. Total number of complaints received and total number of complaints investigated

ii. Copies of documentation recorded for each complaint received, which shall at a minimum include

the following information:

a. The complaint as received;

b. The name and contact information of the complainant, if the complaint is not submitted

anonymously;

c. The identity of the alleged violator, if known;

d. A description of the alleged violation; including location(s) and all other relevant facts

known to the complainant;

e. Any relevant photographic or documentary evidence submitted to support the allegations

in the complaint; and,

f. The identity of any witnesses, if known.

iii. Copies of all complaint reports submitted to the County, pursuant to Section 9.2 of this Agreement.

iv. Copies of all investigation reports submitted to the County pursuant to Section 9.2 of this Agreement,

which shall include at a minimum:

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a. The complaint as received;

b. The date the Franchisee investigated the complaint;

c. Documentation of the findings of the investigation;

d. Any photographic or other evidence collected during the investigation; and,

e. Franchisee’s recommendation to the County on whether or not the entity investigated is

in violation of SB 1383 Regulations based on the Franchisee’s investigation.

5) Education Program Report

The monthly status of activities identified in the annual public education plan described in Appendix 5 of this

Agreement.

6) Discarded Materials Evaluation Reports

In accordance with Appendix 1-E, Franchisee shall provide reports of evaluations of Discarded Materials conducted

at Approved Facilities.

F. Annual Reports

In addition to the monthly reporting requirements in this Appendix 6, the Franchisee shall provide an Annual Report,

covering the most recently-completed calendar year, in accordance with the format and submittal requirements of this

Appendix. The Annual Report shall include the information in the following subsections.

1) Collection and Subscription Report

a. A summary of all data provided in the Tonnage report and Diversion report sections, including quarterly and

annual totals and averages.

b. The type(s) of Collection service(s) provided, a list of all Hauler Routes serviced, and a record of the addresses

served on each Hauler Route.

c. A summary of Customer subscription data, including the number of accounts; the total number of Generators

enrolled with Franchisee for service, listed separately by service level and Container type (Cart, Bin, and Roll-

Off service), separately by Single-Family, Multi-Family, and Commercial Customers, and separately for each

type of Discarded Material; and the number of Bulky Items Collections performed.

d. A detailed list of Single-Family, Multi-Family, and Commercial Customer information, including Gray

Container Waste, Mixed Waste, Source Separated Recyclable Materials, and SSGCOW Service Levels,

Customer type, and Customer service addresses reflecting Customer Service Levels as of December 1 (for the

year in which the report is submitted).

2) Public Education and Outreach Report

a. A copy of all education and outreach materials provided to Generators, or otherwise used for education and

outreach efforts in accordance with Section 7.4 of the Agreement, including, but not limited to: flyers,

brochures, newsletters, invoice messaging/billing inserts, and website and social media postings.

b. A record of the date and to whom the information was disseminated, or direct contact made, in the form of a

list that includes: the Generator’s name or account name, the type of education or outreach received; the

distribution date, and the method of distribution.

c. The number of Organic Waste Generators and Commercial Edible Food Generators that received information

and the type of education and outreach used.

d. For any mass distribution through mailings or bill inserts, the Franchisee shall maintain a record of the date, a

copy of the information distributed, and the type and number of accounts that received the information.

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e. A copy of electronic media, including the dates posted of: social media posts, e-mail communications, or other

electronic messages.

f. A summary of the status of the annual education plan of the reporting year, including activities conducted and

the quantitative and/or qualitative results of those activities.

g. The annual public education plan required by Section 7.4 of the Agreement shall be submitted to the County

at least sixty (60) days prior to January 1 of each Contract Year.

h. Franchisee shall maintain a record of all technical assistance efforts conducted pursuant to Section 7.5 of the

Agreement, including:

i. The name and address of the Customer/Generator receiving technical assistance, and account

number, if applicable.

ii. The date of any technical assistance conducted and the type of technical assistance, including, but

not limited to: waste assessments, compliance assessments, direct outreach, workshops, meetings,

events, and follow-up communications.

iii. A copy of any written or electronic educational materials distributed during the technical assistance

process.

3) Compliance Monitoring and Enforcement Report

a. A summary of the total number of SB 1383 Regulatory non-compliance complaints that were received and

investigated, and the number of Notices of Violation issued based on investigation of those complaints, in

accordance with Section 9.2 of the Agreement.

b. The total number of Hauler Route reviews conducted pursuant to Section 5.6 of the Agreement.

c. The number of inspections conducted by type for Commercial Edible Food Generators, and Commercial

Businesses.

d. A copy of written and/or electronic records and documentation for all audits, studies, compliance reviews, and

all other inspections conducted pursuant to Section 5.6 of the Agreement.

e. The number of Commercial Businesses that were included in a compliance review performed by the Franchisee

per Section 7.7(B), and the number of violations found and corrected through compliance reviews; including a

list with each Generator’s name or account name, address, and Generator type.

f. The total number of Notices of Violation issued, categorized by type of Generator.

g. The number of violations that were resolved, categorized by type of Generator.

h. Copies of all Notices of Violation and educational materials issued to non-compliant Generators.

4) Food Recovery Program Support

a. The total number of Generators classified as Tier One and Tier Two Commercial Edible Food Generators

located within the Franchise Area.

b. The number of Food Recovery Services and Food Recovery Organizations located and operating within the

County that contract or have written agreements with Commercial Edible Food Generators for Food Recovery.

c. The number of Generators participating in the Edible Food recovery program, as described in Section 7.6 of the

Agreement.

d. Option: Franchisee participates in Collection of Edible Food: Documentation of the total pounds of Edible Food

recovered in the previous calendar year, a list of partner Food Recovery Organizations or Food Recovery

Services that recovered the Edible Food, and copies of donation weight logs, Food Recovery contracts and

written agreements, and any other documentation of donation or transportation activities between the Franchisee

and the Food Recovery Organization or Food Recovery Service.

e. Option: Franchisee provides financial support directly to the organizations; Documentation of any financial

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support given by the Franchisee directly to Food Recovery Organizations or Food Recovery Services, including

receipts, invoices, or other documentation relevant to the type of support provided.

f. Option: If Franchisee supports the County’s Edible Food Recovery capacity planning or compliance reviews:

The results of the quarterly or other frequency examinations of Hauler Routes to identify Commercial Edible

Food Generators with food recovery and donation opportunities, pursuant to Section 6.5 of the Agreement. The

findings shall include the number of Commercial Edible Food Generator Customers participating in a food

recovery program, the number of Commercial Edible Food Generator Customers not participating in a Food

Recovery program, and the reasons for participation or non-participation if gathered during the review.

5) Vehicle and Equipment Inventory

1. A list of all vehicles used in performing services under this Agreement including the license plate number,

VIN, make, model, model year, purchase date, engine overhaul/rebuild date (if applicable), and mileage at

December 31.

2. If applicable, the name, physical location, and contact information of each entity, operation, or facility from

whom the RNG was procured.

3. If applicable, the total amount of RNG procured by the Franchisee for use in Franchisee vehicles, in diesel

gallon equivalents (DGE), including copies of any receipts, invoices, or other similar documentation

evidencing procurement. In addition to the amount procured, Franchisee shall include the total amount

actually used in Franchisee vehicles in the calendar year, if these values are different.

6) Customer Revenue Report

Provide a statement detailing gross receipts from all operations conducted or permitted pursuant to this

Agreement in accordance with Article 10 of this Agreement.

G. Additional Reports

1) Upon Incident Reporting. County reserves the right to request additional reports or documents in the case of

unforeseen events or additional requirements imposed upon the County. The Franchisee shall provide the requested

reports, documents, or information within ten (10) Business Days upon receipt of the request or within a timeframe

determined by the County Contract Administrator, which shall not to exceed ten (10) days.

2) AB 901 Reporting. At County’s option, County may require that Franchisee provide the County copies of

Franchisee’s AB 901 reports on a regular basis or within ten (10) Business Days of the request.

3) Facility Capacity Planning Information. County may require Franchisee to provide County with information of

available Organic Waste Processing capacity for any Approved Processing Facilities, where available capacity may

include identification of monthly Tons of additional Organic Waste such Approved Facilities have the ability to

receive within permitted limits. Franchisee shall respond to County within 60 days of County’s request for

information regarding available new or expanded capacity, and, at County’s option, may be required to submit

reports on a more regular basis. If Franchisee uses a Subcontractor to perform some or all of the Facility-related

services required by this Agreement, Franchisee shall secure any County-requested Facility capacity planning

information from its Subcontractor(s). The annual Facility capacity planning report shall comply with the following:

a. Include reports of current throughput and permitted capacity and available capacity for SSBCOW and

SSGCOW Processing for any Facility in the County that processes SSBCOW and/or SSGCOW. Existing

capacity may include identification of monthly Tons of additional Source Separated Recyclable Materials,

SSGCOW, SSBCOW, and/or Mixed Waste capacity such Facility has the ability to receive within permitted

limits.

b. Include description of potential new or expanded Processing capacity at those Facilities, operations, and

activities for Processing of SSBCOW and/or Organic Materials, including information about throughput and

permitted capacity necessary for planning purposes.

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c. Be submitted using a form or format approved by the County Contract Administrator.

H. Customized Reports.

County reserves the right to request Franchisee to prepare and provide customized reports from records Franchisee is

required to maintain. The Franchisee shall provide any reports required by this Agreement in a format requested by

the County. The Franchisee shall upload data and reports using the required data management tool or software

requested by the County.

Attachment K