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2025/04/22 City Council Resolution 2025-024RESOLUTION NO.2025-024 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK APPROVING THE FOURTH AMENDED AND RESTATED AGREEMENT WITH RECOLOGY SONOMA MARIN FOR REFUSE, RECYCLABLE MATERIALS, ORGANIC MATERIALS, AND STREET SWEEPING SERVICES WHEREAS, the City of Rohnert Park ("City") has an existing Agreement ("Agreement") with Recology Sonoma Marin ("Recology") for the collection, transportation, and processing of refuse, recyclable materials, organic materials, and street sweeping services within the City; and WHEREAS, Recology has provided these services to the City under the existing Agreement, which has undergone multiple amendments and adjustments to ensure compliance with applicable laws and regulations, including California Integrated Waste Management Act (AB 939), SB 1383, and other state and local waste reduction and diversion mandates; and, WHEREAS, the City seeks to extend the term of the Agreement to ensure continuity of service and to maintain the progress made in waste diversion, environmental sustainability, and regulatory compliance; and WHEREAS, through the Fourth Amended and Restated Agreement, the term of the Agreement will be extended through June 30, 2030 (with two additional five-year extensions through June 30, 2040, subject to the City's determination of satisfactory performance by Recology) including modifications to enhance reporting requirements, improve service efficiency, ensure compliance with the City's waste diversion goals, and adjust rates in accordance with the established Refuse Rate Index (RRI) and Detailed Rate Review (DRR) methodologies; and WHEREAS, the Fourth Amendment includes a requirement for Recology to pay a City Fee which has been calculated in the amount of $2,072,138 to cover the City's costs of providing specific benefits and services to Recology under the Fourth Amendment, and documentation of those calculations are available for review upon request, and those costs include: Franchise Agreement Administration ($289,256), Customer Service and Public Outreach ($64,200), Regulatory Compliance and Enforcement ($72,926), Operational and Administrative Support ($170, 447), and value of City property used by Recology to deliver the services ($1,575,309). NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Rohnert Park does hereby approve the Fourth Amended and Restated Agreement for Refuse, Recyclable Materials, Organic Materials, and Street Sweeping Services, with Recology Sonoma Marin, Inc., in substantially the form attached hereto as Exhibit A, and authorize the City Manager to execute such Fourth Amendment subject to such minor modifications as may be approved by the City Attorney. DULY AND REGULARLY ADOPTED BY THE CITY COUNCIL OF THE CITY OF ROHNERT PARK ON this 22"d day of April, 2025. ATTEST: Elizabettl Machado, Assistant City Clerk zED AS TO FORM) : Lee Burdick, Assistant City Attorney Attachments: Exhibit A ADAMS: PI' ELWARD: AtaP RODRIGUEZ: i_, SANBORN: GIUDICE: AYES: ( 5 ) NOES:`� fjj ) ABSENT: ( 0 ) ABSTAIN: Resolution 2025-024 Page 2 of 2 Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA FOURTH AMENDED AND RESTATED AGREEMENT BETWEEN THE CITY OF ROHNERT PARK AND RECOLOGY SONOMA MARIN FOR REFUSE, RECYCLABLE MATERIALS, ORGANIC MATERIALS AND STREET SWEEPING SERVICES DATED AS OF � 1, 2025 EFFECTIVE AS OF May 1, 2025 (see Agreement Section 3.01) Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-El43-46B2-8BFB-22FB1364CCDA TABLE OF CONTENTS Page ARTICLE I DEFINITIONS...................................................................................... 3 1.01 RESERVED...............................................................................................3 1.02 AGREEMENT............................................................................................3 1.03 ALTERNATIVE DAILY COVER (ADC) ...................................................... 3 1.04 AGREEMENT YEAR................................................................................. 3 1.05 APPLICABLE LAW.................................................................................... 4 1.06 BILLINGS...................................................................................................4 1.07 BIN(S)........................................................................................................4 1.08 BIN SERVICE............................................................................................ 4 1.09 BLUE CONTAINER................................................................................... 4 1.10 BULKY ITEM............................................................................................. 5 1.11 CART(S).................................................................................................... 5 1.12 CART SERVICE........................................................................................ 5 1.13 CITY........................................................................................................... 5 1.14 CLEAN RECYCLABLE MATERIALS......................................................... 5 1.15 COLLECTION............................................................................................5 1.16 COMMERCIAL BUSINESS....................................................................... 5 1.17 COMPACTOR........................................................................................... 6 1.18 COMPLAINT..............................................................................................6 1.19 COMPOSTABLE CONTAINER............................................................... 6 1.20 COMPOSTING FACILITY.......................................................................... 6 1.21 CONTAINER..............................................................................................6 1.22 CONTRACTOR......................................................................................... 6 1.23 CONSTRUCTION AND DEMOLITION DEBRIS (C&D MATERIALS)............................................................................................. 6 1.24 CURB MILE............................................................................................... 6 1.25 CURBSIDE................................................................................................ 7 1.26 CUSTOMER RATES............................................................................ 7 1.27 DEBRIS BOX............................................................................................ 7 1.28 DELIVERY............................................................................................... 7 1.29 DESIGNATED WASTE............................................................................. 7 ii Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 1.30 DISPOSAL (OR DISPOSE)....................................................................... 7 1.31 DISPOSAL SITE(S).................................................................................. 7 1.32 EXCESS CONTAMINATION..................................................................... 7 1.33 FOOD WASTE........................................................................................... 8 1.34 CITY FEE................................................................................................ .8 1.35 GENERATOR............................................................................................8 1.36 GRAY CONTAINER................................................................................... 8 1.37 GREEN CONTAINER................................................................................ 8 1.38 GROSS REVENUES................................................................................. 8 1.39 HANDLING............................................................................................... 8 1.40 HAULER ROUTE................................................................................. .. 9 1.41 HAZARDOUS SUBSTANCE..................................................................... 9 1.42 HAZARDOUS WASTE............................................................................... 9 1.43 HOUSEHOLD HAZARDOUS WASTE ....................................................... 9 1.44 INDUSTRIAL............................................................................................. 9 1.45 INFECTIOUS WASTE............................................................................. 10 1.46 LEGISLATION......................................................................................... 10 1.47 MAXIMUM RATES.................................................................................. 10 1.48 MEDIAN ISLANDS.................................................................................. 10 1.49 MIXED CONSTRUCTION AND DEMOLITION (C&D) MATERIALS....... 10 1.50 MULTI -FAMILY RESIDENTIAL COMPLEX ...................................... 10 1.51 OCCUPANT ........................................................................................ 10 1.52 ORGANIC MATERIAL............................................................................. 10 1.53 OVERAGE...............................................................................................11 1.54 OWNER...................................................................................................11 1.55 PERSON..................................................................................................11 1.56 PREMISES.............................................................................................. 11 1.57 [Section Not Used]................................................................................... 11 1.58 PROCESSING.........................................................................................11 1.59 PROCESSING FACILITY........................................................................ 11 1.60 PROHIBITED CONTAINER CONTAMINANTS ....................................... 11 1.61 RATE YEAR............................................................................................ 12 1.62 RECYCLING CONTAINER...................................................................... 12 III Rohnert Park - Recology Agreement - Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-4662-813FB-2217131364CCDA 1.63 RECYCLABLE MATERIALS (ALSO"RECYCLABLES').......................... 12 1.64 RECYCLING............................................................................................12 1.65 RECYCLING RESIDUE........................................................................... 12 1.66 REFUSE.................................................................................................. 12 1.67 RELATED PARTY(IES)........................................................................... 13 1.68 RE -USE VENDOR................................................................................... 13 1.69 ROLL -OFF REFUSE SERVICE............................................................... 13 1.70 ROLL -OFF CONTAINER......................................................................... 13 1.71 ROUTE REVIEW..................................................................................... 13 1.72 SALVAGEABLE MATERIAL.................................................................... 13 1.73 SB 1383 REGULATIONS........................................................................ 14 1.74 SERVICE AREA...................................................................................... 14 1.75 SERVICE RECIPIENT............................................................................. 14 1.76 SINGLE-FAMILY RESIDENCE................................................................ 14 1.77 SINGLE RECYCLABLE MATERIAL STREAM ........................................ 14 1.78 SMALL COMMERCIAL GENERATOR ...................................... _ ..... 14 1.79 SOURCE SEPARATED CONSTRUCTION AND DEMOLITION DEBRIS (C&D) MATERIALS................................................................... 14 1.80 SPECIALTY RECYCLABLE MATERIAL .................................................. 15 1.81 STREET SWEEPING SERVICE.............................................................. 15 1.82 SWEEP WASTE...................................................................................... 15 1.83 TEMPORARY DEBRIS BOX SERVICE ................................................... 15 1.84 TERM............................................................................................... ....15 1.85 TRANSFER STATION............................................................................. 15 1.86 TRANSPORTATION................................................................................15 1.87 UNACCEPTABLE SPILLAGE.................................................................. 15 1.88 WORK DAY............................................................................................. 16 1.89 WHITE GOODS....................................................................................... 16 1.90 ZERO WASTE......................................................................................... 16 ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE CONTRACTOR.............................................................................. ... 16 2.01 CORPORATE STATUS.................................................................. .... 16 iv Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 2.02 CORPORATE AUTHORIZATION (OR PARTNERSHIP, ASSOCIATION, LLC, OR JOINT VENTURE AUTHORIZATION)............ 16 2.03 AGREEMENT WILL NOT CAUSE BREACH ........................................... 17 2.04 NO LITIGATION...................................................................................... 17 2.05 NO ADVERSE JUDICIAL DECISIONS .................................................... 17 2.06 ABILITY TO PERFORM........................................................................... 17 ARTICLE III TERM OF AGREEMENT....................................................................... 17 3.01 EFFECTIVE DATE.................................................................................. 17 3.02 CONDITIONS TO EFFECTIVENESS OF AGREEMENT ........................ 17 3.02.1 ACCURACY OF REPRESENTATIONS .................................... 18 3.02.2 ABSENCE OF LITIGATION ................................................... 18 3.02.3 FURNISHINGS OF INSURANCE AND PERFORMANCE BOND....................................................................................... 18 3.03 TERM.......................................................................................................18 3.04 OPTION TO EXTEND TERM................................................................. 18 3.04.1 VOIDING OF EXTENSION....................................................... 18 3.04.2 PERFORMANCE STANDARDS ............................................... 19 ARTICLE IV SCOPE OF AGREEMENT.................................................................... 19 4.01 SCOPE OF AGREEMENT....................................................................... 19 4.02 LIMITATIONS TO SCOPE....................................................................... 19 4.03 COLLECTION OF CITY FACILITIES AND CITY -SPONSORED EVENTS.................................................................................................. 21 4.04 COLLECTION AND TRANSPORTATION OF SALVAGEABLE MATERIALS TO PROCESSING FACILITY ........................................... 21 4.05 DIVERSION REQUIREMENTS............................................................... 21 4.05.1 DIVERSION PLAN................................................................... 21 4.05.2 CONTRACTOR'S ANNUAL MINIMUM DIVERSION REQUIREMENT....................................................................... 22 4.05.3 DIVERSION CALCULATION.................................................... 23 4.05.4 DIVERSION REPORTING........................................................23 4.05.5 END USES FOR ORGANIC MATERIALS ................................ 23 4.05.6 PROHIBITED USE OF ALTERANTIVE DAILY COVER (ADC)........................................................................................ 24 4.05.7 CHANGES IN THE MARKET CONDITIONS FOR RECYCLABLE MATERIAL....................................................... 24 v Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 4.05.8 WARRANTIES AND REPRESENTATIONS ............................. 24 4.05.9 WASTE REDUCTION AND PROGRAM IMPLEMENTATION.................................................................. 24 4.05.10 COMPLIANCE WITH LAW ....................................................... 24 4.05.11 SOLID WASTE GENERATION/CHARACTERIZATION STUDIES.................................................................................. 24 4.05.12 PILOT PROGRAMS.................................................................. 25 ARTICLE V COLLECTION SERVICES..................................................................... 25 5.01 GENERAL................................................................................................25 5.02 REFUSE SERVICES............................................................................... 25 5.02.1 SINGLE-FAMILY RESIDENTIAL REFUSE SERVICE .............. 25 5.02.2 MULTI -FAMILY COMPLEX REFUSE SERVICE ..................... 25 5.02.3 COMMERCIAL REFUSE SERVICE ......................................... 26 5.02.4 BULKY ITEM COLLECTION..................................................... 26 5.02.5 OIL COLLECTION.................................................................... 27 5.03 RECYCLING SERVICES......................................................................... 27 5.03.1 SINGLE-FAMILY RESIDENTIAL RECYCLING SERVICE........ 28 5.03.2 MULTI -FAMILY RESIDENTIAL COMPLEX RECYCLING SERVICE.................................................................................. 28 5.03.3 COMMERCIAL RECYCLING PROGRAM ................................ 28 5.03.4 CHRISTMAS RECYCLING SERVICES .................................... 29 5.04 SINGLE-FAMILY RESIDENTIAL. ORGANIC MATERIALS WEEKLYSERVICE................................................................................. 29 5.04.1 MULTI -FAMILY RESIDENTIAL COMPLEX AND COMMERCIAL BUSINESS ORGANIC MATERIALS SERVICE.................................................................................. 29 5.04.2 CHRISTMAS TREE PICKUP .................................................... 30 5.04.3 CURBSIDE CHRISTMAS TREE COLLECTION OPTION ........ 30 5.05 SB 1383-RELATED SERVICES...................................................... _ 30 5.05.1 THREE -CONTAINER ORGANIC WASTE COLLECTION SERVICES................................................................................ 30 5.05.2 CONTAINER COLORS AND PERMITTED MATERIALS........ 31 5.05.3 CONTAINER LABELS.............................................................. 31 5.05.4 ROUTE REVIEWS.................................................................... 31 5.05.5 COMPLIANCE REVIEWS......................................................... 32 Vi Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 5.05.6 EDUCATION & OUTREACH .................................................... 32 5.05.7 REPORTING............................................................................33 5.05.8 SECTION 18988.1 AND 18988.2 COMPLIANCE ..................... 35 5.05.9 FUTURE CHANGES................................................................. 35 5.06 CONTAMINATION & OVERAGES.......................................................... 35 5.07 HOUSEHOLD DRY CELL BATTERY RECYCLING PROGRAM ............. 35 5.08 CITY FACILITIES AND EVENTS COLLECTION ..................................... 36 5.09 REMOVAL OF HAZARDOUS WASTE .................................................... 36 5.10 TRANSPORTATION OF REFUSE, RECYCLABLE MATERIALS AND ORGANIC MATERIALS.................................................................. 37 5.11 DISPOSAL AND PROCESSING FACILITIES ......................................... 37 5.12 COLLECTION STANDARDS................................................................... 38 5.12.1 CARE OF PRIVATE PROPERTY ............................................. 38 5.12.2 LITTER ABATEMENT............................................................... 39 5.12.3 HOURS OF COLLECTION...................................................... 39 5.12.4 NOISE.....................................................................................40 5.12.5 HOLIDAY COLLECTION SCHEDULE ............................... .. 40 5.12.6 PERMANENT CHANGES IN SINGLE-FAMILY SERVICE DAYS.......................................................................................40 5.12.7 REVIEW OF PLANS SUBMITTED TO BUILDING DIVISION................................................................................ 40 5.13 VEHICLES...............................................................................................40 5.13.1 GENERAL.................................................................................40 5.13.2 SPECIFICATIONS....................................................................41 5.13.3 VEHICLE IDENTIFICATION..................................................... 41 5.13.4 INVENTORY............................................................................. 41 5.13.5 CLEANING AND MAINTENANCE ............................................ 42 5.13.6 OPERATION.............................................................................42 5.13.7 VEHICLE LOCATIONS............................................................. 42 5.13.8 ZERO EMISSION VEHICLE TECHNOLOGY TRANSITION............................................................................ 43 5.13.9 COLLECTION VEHICLE SIZE LIMITATIONS / OVERWEIGHT VEHICLE CHARGE ......................................... 44 5.13.10 VEHICLE SIGNAGE AND PAINTING ...................................... 44 vll Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 5.14 CONTAINERS......................................................................................... 45 5.14.1 GENERAL.................................................................................45 5.14.2 REFUSE CART CONTAINERS ................................................ 45 5.14.3 REFUSE BIN CONTAINERS.................................................... 46 5.14.4 RECYCLING CONTAINERS.................................................... 46 5.14.5 ORGANIC MATERIALS CART SERVICE CONTAINERS........ 46 5.14.6 CLEANING, PAINTING, MAINTENANCE.................................46 5.14.7 REPAIR AND REPLACEMENT ................................................ 47 5.14.8 COMPACTOR SERVICE.......................................................... 47 5.15 EDUCATION AND RECYCLING/RE-USE SUPPORT ............................ 47 5.15.1 NEW CUSTOMER.................................................................... 47 5.15.2 CONTINUING EDUCATIONAL ACTIVITIES ............................ 48 5.15.3 RECYCLING VISITS AND EDUCATION .................................. 49 5.15.4 ANNUAL E-WASTE EVENT ..................................................... 50 5.15.5 SECTION NOT USED.............................................................. 51 5.15.6 ORGANIC MATERIALS SPECIFICATIONS ............................. 51 5.15.7 RECYCLABLE MATERIALS SPECIFICATION'S ..................... 51 5.15.8 CHRISTMAS TREE COLLECTIONS ........................................ 51 5.16 PERSONNEL...........................................................................................51 5.16.1 GENERAL.................................................................................51 5.16.2 DRIVER QUALIFICATIONS..................................................... 52 5.16.3 SAFETY TRAINING.................................................................. 52 5.16.4 NO GRATUITIES...................................................................... 52 5.16.5 EMPLOYEE CONDUCT AND COURTESY .............................. 52 5.16.6 UNIFORMS...............................................................................52 5.16.7 PROVISION OF FIELD SUPERVISION ................................... 52 5.16.8 CUSTOMER SERVICE REPRESENTATIVES ......................... 52 5.16.9 CUSTOMER SERVICE/BILLING LIAISON ............................... 53 5.17 STREET SWEEPING SERVICES........................................................... 53 5.17.1 MANNER OF SERVICE............................................................ 53 5.17.2 MAPS........................................................................................55 5.17.3 SWEEPING METHOD.............................................................. 55 5.17.4 STANDARDS OF SERVICE ..................................................... 55 viii Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA 5.17.5 WATER.....................................................................................56 5.17.6 SWEEPER SPEED................................................................... 56 5.17.7 WIDTH OF SWEEPER PATH ................................................... 56 5.17.8 STREET SWEEPING FREQUENCY ........................................ 57 5.17.9 CHANGE IN FREQUENCY...................................................... 57 5.17.10 STREET SWEEPING HOURS OF SERVICE ........................... 57 5.17.11 STREET CHANGES................................................................. 58 5.17.12 STREET ADDITIONS............................................................... 58 5.17.13 STREET DELETIONS.............................................................. 58 5.17.14 REVISED MAPS....................................................................... 58 5.17.15 HAZARDOUS WASTE.............................................................. 59 5.17.16 DISPOSAL OF SWEEP WASTE .............................................. 59 5.17.17 SPILLAGE................................................................................ 59 5.17.18 SERVICE ROUTE CHANGES .................................................. 59 5.17.19 OTHER CITY SWEEP SERVICE ............................................. 60 5.17.20 STREET SWEEPING EQUIPMENT ......................................... 60 5.17.21 COMMUNICATION...................................................................61 5.17.22 BIKE LANE SWEEPER............................................................ 61 5.17.24 CITY MS4 PERMIT................................................................... 62 5.18 CONTINGENCY PLAN............................................................................ 62 5.19 CITY -DIRECTED CHANGES.................................................................. 62 5.20 BILLING AUDIT AND PERFORMANCE REVIEWS ................................ 63 5.20.1 CONTRACTOR SHALL REVIEW ITS BILLINGS TO ALL CUSTOMERS........................................................................... 63 5.20.2 BILLING AUDIT AND PERFORMANCE REVIEWS ................. 63 5.20.3 SELECTION AND COST.......................................................... 63 5.20.4 PURPOSE................................................................................ 63 5.20.5 CONTRACTOR'S COOPERATION .......................................... 64 ARTICLE VI OTHER RELATED SERVICES AND STANDARDS .............................. 65 6.01 BILLING...................................................................................................65 6.01.1 SERVICE BILLING TICKETS ................................................... 65 6.02 GENERAL................................................................................................65 6.03 RECORDS...............................................................................................65 ix Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA 6.03.1 GENERAL...............................................................................65 6.03.2 MAINTENANCE OF FINANCIAL AND OPERATIONAL RECORDS............................................................................... 66 6.03.3 REFUSE RECORDS................................................................ 67 6.03.4 RECYCLABLE MATERIALS AND ORGANIC MATERIALS COLLECTION SERVICE RECORDS .................. 67 6.03.5 TRANSFER AND DISPOSAL RECORDS ................................ 67 6.03.6 EQUIPMENT RECORDS......................................................... 68 6.03.7 OTHER PROGRAMS' RECORDS ............................................ 68 6.03.8 CERCLA DEFENSE RECORDS .............................................. 68 6.03.9 CUSTOMER SERVICE RECORDS .......................................... 69 6.04 REPORTS............................................................................................... 69 6.04.1 GENERAL.................................................................................69 6.04.2 QUARTERLY REPORTS.......................................................... 70 6.05 ANNUAL REPORTS.............................................................................. 71 6.05.1 ANNUAL REPORT REQUIREMENTS ..................................... 71 6.05.2 FINANCIAL INFORMATION..................................................... 71 6.05.3 RELATED PARTY ENTITIES .................................................. 72 6.05.5 ANNUAL PRESENTATION TO CITY COUNCIL ............. .. 74 6.06 DIVERSION PROGRAMS.................................................................... 74 6.07 RIGHT TO INSPECT RECORDS............................................................ 75 6.08 INSPECTION BY CITY............................................................................ 75 6.09 PUBLIC/CUSTOMER SERVICE AND ACCESSIBILITY .......................... 75 6.09.1 OFFICE LOCATION................................................................. 75 6.09.2 OFFICE HOURS....................................................................... 76 6.09.3 AVAILABILITY OF REPRESENTATIVES ................................. 76 6.09.4 TELEPHONE............................................................................ 76 6.10 CUSTOMER COMPLAINTS.................................................................... 76 6.11 TITLE TO REFUSE.................................................................................. 77 6.12 NON-DISCRIMINATION..........................................................................77 6.13 REPORT OF ACCUMULATION OF REFUSE; UNAUTHORIZED DUMPING................................................................................................ 77 ARTICLEVII CITY FEE............................................................................................ 77 x Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 7.01 CONTRACTOR'S PAYMENTS TO CITY ................................................ 77 7.02 CONTRACTOR'S PAYMENT FOR RATE ADJUSTMENTS AND AMENDMENTS....................................................................................... 78 7.03 CONTRACTOR'S PAYMENTS TO CITY ................................................. 78 ARTICLE VIII CONTRACTOR'S COMPENSATION FOR SERVICES ......................... 79 8.01 GENERAL................................................................................................79 8.02 CONTRACTOR'S BILLING OBLIGATION ............................................... 79 8.02.1 PARTIAL MONTH SERVICE .................................................... 79 8.02.2 PRODUCTION OF INVOICES FOR SINGLE-FAMILY RESIDENCES.................................................................. 79 8.02.3 PRODUCTION OF INVOICES FOR MULTI -FAMILY RESIDENTIAL COMPLEXES AND COMMERCIAL BUSINESSES.......................................................................... 80 8.02.4 METHODS OF PAYMENT........................................................ 80 8.02.5 DELINQUENT SERVICE ACCOUNTS ..................................... 80 8.02.6 DISCONTINUANCE OF SERVICE .......................................... 80 8.02.7 REVIEW OF BILLINGS........................................................... 81 8.02.8 NOTIFICATION OF BILLING CHANGES ................................ 81 8.03 APPLICATION TO ADJUST MAXIMUM RATES ..................................... 81 8.03.1 RRI ADJUSTMENT APPLICATION .......................................... 81 8.03.2 RRI PROCEDURE.................................................................. 83 8.04 CITY OR CONTRACTOR REQUESTED DETAILED RATE REVIEW................................................................................................... 83 8.05 EXTRAORDINARY RATE ADJUSTMENT .............................................. 84 8.05.1 CONTRACTOR'S BURDEN ..................................................... 84 8.05.2 REVIEW COSTS...................................................................... 85 8.05.3 MEET AND CONFER............................................................... 85 8.05.4 CITY REVIEW; APPROVAL ..................................................... 85 8.06 INVALIDATION OF RATE ADJUSTMENT .............................................. 86 8.07 LOW INCOME DISCOUNT PROGRAM .................................................. 86 8.07.1 PROGRAM............................................................................... 86 8.07.2 PROGRAM FUNDING..............................................................86 ARTICLE IX INDEMNITY, INSURANCE, FAITHFUL PERFORMANCE .................... 87 9.01 HAZARDOUS SUBSTANCE INDEMNIFICATION ................................... 87 xi Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-El43-46B2-8BFB-22FB1364CCDA 9.02 AB 939 INDEMNIFICATION.................................................................... 88 9.03 INSURANCE............................................................................................ 88 9.03.1 MINIMUM SCOPE OF INSURANCE ........................................ 88 9.03.2 MINIMUM LIMITS OF INSURANCE ......................................... 89 9.03.3 DEDUCTIBLES AND SELF -INSURED RETENTIONS ............. 89 9.03.4 ACCEPTABILITY OF INSURERS ............................................ 90 9.03.5 VERIFICATION OF COVERAGE ............................................. 90 9.03.6 REQUIRED ENDORSEMENTS ................................................ 91 9.03.7 DELIVERY OF PROOF OF COVERAGE ................................. 92 9.03.8 OTHER INSURANCE REQUIREMENTS ................................. 92 9.04 FAITHFUL PERFORMANCE................................................................... 93 ARTICLE X CITY'S RIGHT TO PERFORM SERVICE .............................................. 93 10.01 GENERAL................................................................................................93 10.02 DURATION OF CITY'S POSSESSION ................................................... 94 ARTICLE XI DEFAULT AND REMEDIES.................................................................. 95 11.01 EVENTS OF DEFAULT........................................................................... 95 11.02 RIGHT TO TERMINATE UPON DEFAULT ............................................. 96 11.03 POSSESSION OF PROPERTY UPON TERMINATION .......................... 96 11.04 CITY'S REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE .......... 96 11.05 LIQUIDATED DAMAGES........................................................................ 97 11.05.1 GENERAL.......................................................................... ...97 11.05.2 SERVICE PERFORMANCE STANDARDS; LIQUIDATED DAMAGES FOR FAILURE TO MEET STANDARDS ............. 97 11.05.3 AMOUNT.................................................................................. 98 11.05.4 TIMING OF PAYMENT............................................................ 98 11.06 EXCUSE FROM PERFORMANCE......................................................... 98 11.07 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE ................... 99 ARTICLE XII OTHER AGREEMENTS OF THE PARTIES ...................................... .99 12.01 RELATIONSHIP OF PARTIES............................................................. .99 12.02 COMPLIANCE WITH LAW................................................................ 100 12.03 GOVERNING LAW............................................................................ 100 12.04 JURISDICTION..................................................................................... 100 12.05 GUARANTY OF CONTRACTOR'S PERFORMANCE ....................... 100 xii Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46132-8131`13-22F131364CCDA 12.06 ASSIGNMENT....................................................................................... 100 12.07 SUBCONTRACTING............................................................................ 102 12.08 BINDING ON SUCCESSORS.............................................................. 102 12.09 TRANSITION TO NEXT CONTRACTOR .............................................. 102 12.10 PARTIES IN INTEREST....................................................................... 102 12.11 WAIVER............................................................................................... 102 12.12 CONTRACTOR'S INVESTIGATION..................................................... 103 12.13 CONDEMNATION................................................................................ 103 12.14 NOTICE................................................................................................. 103 12.15 REPRESENTATIVES OF THE PARTIES .......................................... 104 12.16 CITY FREE TO NEGOTIATE WITH THIRD PARTIES ........................ 104 ARTICLE XIII MISCELLANEOUS AGREEMENTS ................................................... 104 13.01 ENTIRE AGREEMENT...................................................................... .. 104 13.02 SECTION HEADINGS.......................................................................... 104 13.03 REFERENCES TO LAWS.................................................................... 104 13.04 INTERPRETATION................................................................................ 105 13.05 AMENDMENT...................................................................................... 105 13.06 SEVERABILITY................................................................................. 105 13.07 COUNTERPARTS................................................................................. 105 13.08 EXHIBITS........................................................................................... 105 EXHIBIT CITY SERVICE LOCATIONS AS OF JULY 1, 2024.............................A-1 EXHIBIT B BATTERY BUCKET LOCATIONS .................................................... ..B-1 EXHIBIT C ANNUAL CITY -SPONSORED EVENTS ............................................ C-1 EXHIBIT D [INTENTIONALLY LEFT BLANK]........................................................ D-1 EXHIBIT E RESIDENTIAL RECYCLABLE MATERIALS TO BE COLLECTED (SINGLE-FAMILY RESIDENTIAL AND MULTI -FAMILY RESIDENTIAL COMPLEXES)............................................................. E-1 EXHIBIT F COMMERCIAL RECYCLABLE MATERIALS TO BE COLLECTED. .. F-1 EXHIBIT G SCHEDULE OF LIQUIDATED DAMAGES FOR FAILURE TO MEETSTANDARDS........................................................................... G-1 EXHIBIT H CONTRACTOR HOLIDAY LIST ........................................................ H-1 EXHIBIT I STREET SWEEPING MAPS AND SCHEDULES .............................. I-1 EXHIBIT J ALLOCATION METHODOLOGY FOR REPORTING OF TONNAGEDATA................................................................................. J-1 xiii Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA EXHIBIT K BASIS FOR RELATED PARTY PAYMENTS ................ ................... K-1 EXHIBIT L INSURANCE CERTIFICATES AND ENDORSEMENTS .................. L-1 EXHIBIT M REFUSE RATE INDEX ....................................................... __ ...... M-5 EXHIBIT N DETAILED RATE REVIEW METHODOLOGY .............................. .. N-1 EXHIBIT O MAXIMUM RATES AS OF JULY 1, 2024........................................... 0-1 AV Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA FOURTH AMENDED AND RESTATED AGREEMENT BETWEEN THE CITY OF ROHNERT PARK AND RECOLOGY SONOMA MARIN FOR REFUSE, RECYCLABLE MATERIALS, AND ORGANIC MATERIALS SERVICES THIS FOURTH AMENDED AND RESTATED AGREEMENT is made and entered into as of the r day of r 1 2025, and is effective as set forth in Agreement Section 3.01, by and between the City of Rohnert Park ("City") and Recology Sonoma Marin. a California corporation ("Contractor"). RECITALS This Agreement is entered into with reference to the following facts and circumstances: WHEREAS: the Legislature of the State of California, by enactment of the California Integrated Waste Management Act of 1989 ("Act") (California Public Resources Code Section 40000 et seq.), has declared that it is in the public interest to authorize and require local agencies to make adequate provisions for Refuse Handling within their jurisdiction; and, WHEREAS; the State of California has found and declared that the amount of Refuse generated in California, coupled with diminishing Disposal Site space and potential adverse environmental impacts from land filling and the need to conserve natural resources, have created an urgent need for state and local agencies to enact and implement an aggressive integrated waste management program. The State has, through enactment of the Act, directed the responsible state agency, and all local agencies, to promote Disposal Site diversion and to maximize the use of feasible waste reduction, re- use, recycling and composting options in order to reduce the amount of Refuse that must be disposed of in Disposal Sites; and, WHEREAS; under Section 8.12 of the Rohnert Park Municipal Code, the City has the authority to provide for and otherwise regulate the Collection and Transportation of Refuse, Recyclable Materials, and Organic Materials, including permitting of self -hauling of such materials by its citizens; and, WHEREAS; pursuant to California Public Resources Code Section 40059(a)(2), the City has determined that the public health, safety, and well-being require that an exclusive right be awarded to a qualified contractor for the Collection of Refuse, Recyclable Materials, and Organic Materials, and other services related to meeting the diversion goal of 50 percent, and other requirements of the Act; and, WHEREAS; the City has declared its intent to maintain reasonable rates for the Collection, Transportation and Recycling, Composting and/or Disposal of Refuse; and, Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E1 43-46B2-8BFB-22FB1 364CCDA WHEREAS; the City desires, having determined that Contractor is qualified to provide for both the Collection of Refuse within the corporate limits of the City and the Transportation of such Refuse to appropriate places of Processing. Recycling, Composting and Disposal, by demonstrated experience, reputation and capacity, that Contractor be engaged to perform such services on the basis set forth in this Agreement; and, WHEREAS, the City and Contractor (through its predecessor in interest) executed that certain Refuse, Recyclable Materials, Organic Materials and Street Sweeping Services Agreement, dated May 29, 2001 ("Original Agreement"); and, WHEREAS, on July 1, 2008, the Original Agreement was Amended and Restated in its entirety to among other things provide for (i) extending the term; and (ii) the acquisition of new fleet vehicles; and, WHEREAS, on May 25, 2010, the City and Contractor further amended the Amended and Restated Agreement in order to, among other things, include an adjustment to the current term, an option to extend the term, include portable toilet service, and require Contractor to make additional payments to the City ("First Amended and Restated Agreement"); and WHEREAS, on or about November 13, 2012, the City and Contractor further amended and restated the Agreement in order to, among other things, (i) transfer billing and rate setting responsibility from the City to the Contractor; (ii) clarify that as a result of this transfer, the Customer Rates for Refuse services will not be imposed by an agency upon a parcel or upon a person as an incident of property ownership, but rather the Customer Rates will be independently established by a private hauler on its willing customers for a voluntary service; (iii) implement a Refuse Rate Index methodology for Refuse rate adjustments and (iv) require the Contractor to pay to the City a Refuse Vehicle Franchise Fee ("Second Amended and Restated Agreement"); and, WHEREAS, on or about November 28, 2017, the City and Contractor entered into the Third Amended and Restated Agreement; which in turn was amended: (i) on or about June 17, 2020 (First Amendment to Third Amended and Restated Agreement), and (ii) on or about January 25, 2022 (Second Amendment to Third Amended and Restated Agreement); and WHEREAS, through the terms of this Fourth Amended and Restated Agreement, City and Contractor now desire to amend and restate the Original Agreement (as it has been subsequently amended, as summarized in these recitals, through the Second Amended to the Third Amended and Restated Agreement) in order to, among other things, (i) acknowledge the Master Operating Agreement (MOA) and Waste Delivery Agreement (WDA), (ii) correct references throughout the Agreement, (iii) provide for the acquisition of new fleet vehicles; (iv) increase collection frequency for City -owned cans, (v) include changes to the street sweeping schedule and disposal of street sweeping residuals, (vi) remove a requirement for the City to budget annually for public education, (vii) include disposal and diversion reporting requirements for dry cell battery collection 2 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA and street sweeping, and (viii) adjust the timing of the delinquent service account payments to City; and NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained in this Agreement and for other good and valuable consideration, the parties agree as follows: ARTICLE I DEFINITIONS For purposes of this Agreement, unless a different meaning is clearly required, the following terms shall have the following meanings and be capitalized throughout this Agreement: 1.01 RESERVED 1.02 AGREEMENT "Agreement" means this Fourth Amended and Restated Agreement between the City and Contractor, for Refuse, Recyclable Materials, Organic Materials and Street Sweeping Services including all exhibits, and any future amendments hereto. City and Contractor acknowledge their respective obligations under the following separate agreements: A. Master Operating Agreement ("MOA") Subcontract. Agreement for Operation of Sonoma County Transfer Stations and Materials Recovery Facility between Contractor and Republic Services of Sonoma County, Inc. ("Republic"), pursuant to which Republic subcontracted to Contractor certain of Republic's obligations under the Agreement For Operation of The Central Landfill and County Transfer Stations Between County of Sonoma and Republic Services of Sonoma County, Inc. B. Waste Delivery Agreement ("WDA"). The Waste Delivery Agreement between the City and Republic Services of Sonoma County, Inc. dated October 28, 2014, including the associated Franchised Hauler's Agreement to be Bound by City's Waste Delivery Commitment 1.03 ALTERNATIVE DAILY COVER (ADC) "ADC" means the use of Organic Materials to include but not limited to organic materials as an Alternative Daily Cover at a Disposal Site. 1.04 AGREEMENT YEAR "Agreement Year" means each twelve (12) month period from July 1 to June 30, beginning each July 1 during the Term of this Agreement. 3 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 1.05 APPLICABLE LAW "Applicable Law", for purposes of this Agreement, includes without limitation, all laws, statues, rules, regulations, published guidelines, permits, actions, determinations, orders or requirements of the United States, the State of California, the County of Sonoma, City, regional or government authorities, agencies, boards, commissions, courts or other bodies having applicable jurisdiction, that have the force of law and that from time to time apply to or govern the services provided pursuant to this Agreement or the performance of the Parties' respective obligations hereunder, including, but not limited to, any of the foregoing which concern health, safety, fire, environmental protection, labor relations, mitigation, monitoring, building codes, zoning and nondiscrimination. All references to Applicable Law include subsequent amendments hereto, unless otherwise limited. Applicable Law expressly includes the California Integrated Waste Management Act of 1989 ("Act") (California Public Resources Code Section 40000 et seq.) (AB 939, Sher, Chapter 1095, Statutes of 1989), as amended by AB 341 (Chesbro, Chapter 476, Statutes of 2011), AB 1594 (Williams, Chapter 719, Statutes of 2014), AB 1826 (Chesbro, Chapter 727, Statutes of 2014), SB 1016 (Wiggins, Chapter 343, Statutes of 2008) and SB 1383 (2016), and their implementing regulations and as may be subsequently amended„ and any applicable state and federal law or regulations promulgated concerning the handling, transportation, or disposal of Refuse, solid waste, Recyclables, and Hazardous Substances. 1.06 BILLINGS "Billings" means any and all statements of charges for services rendered, howsoever made, described or designated by Contractor, to Owners or Occupants of property, including residential property and commercial, Industrial, and institutional property, serviced by Contractor for the Collection of Refuse, Recyclable Materials, and Organic Materials. 1.07 BIN(S) "Bin(s)" means a metal container with hinged lids and wheels serviced by a front- end loading truck with a capacity of 1 to 6 cubic yards. 1.08 BIN SERVICE "Bin Service" means that service provided to Commercial Businesses, Multi - Family Complexes, or Single -Family Residences generating large volumes of Refuse and/or Salvageable Materials and which place that Refuse and/or Salvageable Materials in a Bin or Bins. 1.09 BLUE CONTAINER "Blue Container" means a Container colored as follows: (a) the lid shall be blue, or (b) the body shall be blue and the lid shall be either blue, gray, or black. Hardware such as hinges and wheels may be any color. 4 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 1.10 BULKY ITEM "Bulky Item" means discarded large household appliances, furniture, tires, carpets, mattresses, and similar large items, which do not fit in the Service Recipient's Container, but can be collected without the assistance of special loading equipment (such as forklifts or cranes) and without violating vehicle load limits. It does not include abandoned automobiles. 1.11 CART(S) "Cart(s)" means a City -approved plastic container with a hinged lid and wheels serviced by an automated or semi -automated loading truck with a capacity of 20 to 96 gallons or their equivalents. 1.12 CART SERVICE "Cart Service" means that service provided to Single -Family Residences, Multi - Family Residential Complexes, and Commercial Businesses which place Refuse and/or Salvageable Materials in a Cart or Carts. 1.13 CITY "City" means the City of Rohnert Park, a municipal corporation, and all the territory lying within the municipal boundaries of the City as presently existing or as such boundaries may be modified during the Term. 1.14 CLEAN RECYCLABLE MATERIALS "Clean Recyclable Materials" means materials collected in individual components such as, but not limited to cardboard, designated paper grades, mixed containers, scrap metal, and designated plastics. 1.15 COLLECTION "Collection" means the removal and transportation of Refuse from the place where it was generated to a Disposal Site and/or the removal and Transportation of Recyclable or Organic Materials from the place where they were generated to a Processing Facility. 1.16 COMMERCIAL BUSINESS "Commercial Business" means any business property upon which business activity is conducted, including but not limited to retail sales, services, wholesale operations, manufacturing and Industrial operations, but excluding businesses conducted upon residential property which are permitted under applicable zoning regulations and are not the primary use of the property. 5 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 1.17 COMPACTOR "Compactor" means a mechanical apparatus that compresses materials. Compactors include but are not limited to 2- to 4-yard Bin Compactors serviced by front- end loader trucks and 6- to 50-yard Debris Boxes serviced by roll -off trucks. 1.18 COMPLAINT "Complaint" means written or orally communicated statements made by members of the public, customers of the Contractor, or officers, employees or agents of City alleging nonperformance or deficiencies in performance of Contractor's duties and obligations under this Agreement, or otherwise alleging a violation by Contractor of the provisions of this Agreement. 1.19 COMPOSTABLE CONTAINER "Compostable Container" means a Cart or Bin used by a Generator to store and contain Organic Materials Collection from a designated location. Compostable containers shall be colored as follows: (a) the lid shall be green, or (b) the body shall be green and the lid shall be green, gray, or black. Hardware such as hinges and wheels may be any color. 1.20 COMPOSTING FACILITY "Composting Facility" means a facility designated by the City, which processes Organic Materials by means of decomposition of Organic Materials. 1.21 CONTAINER "Container" means any Cart, Bin or Debris Box. 1.22 CONTRACTOR "Contractor" means Recology Sonoma Marin, a corporation organized and operating under the laws of the State of California and its officers, directors, employees, agents, companies and subcontractors. 1.23 CONSTRUCTION AND DEMOLITION DEBRIS (C&D MATERIALS) "Construction and Demolition Debris" means used or discarded construction materials removed from residential, commercial, or Industrial Premises during the construction or renovation of a structure. 1.24 CURB MILE "Curb Mile" means the distance of one mile along one side of a street as measured by City along the centerline of the street. Distances along Median Islands are not considered Curb Miles. 6 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 1.25 CURBSIDE "Curbside" means the location of a container for pickup not more than five (5) feet from the street curb. Where no street curb exists, the location shall be within five (5) feet from the outside edge of the street nearest the property's entrance. 1.26 CUSTOMER RATES "Customer Rates" means Contractor's charges to customers for the provision of services under this Agreement. 1.27 DEBRIS BOX "Debris Box" means an open -top metal container serviced by a roll -off truck with a capacity of 15 to 40 cubic yards. 1.28 DELIVERY "Delivery" means placement of Refuse, Recyclable Materials, or Organic Materials by a Generator in a container and at a location that is designated for Collection pursuant to the City's Municipal Code. 1.29 DESIGNATED WASTE "Designated Waste" means non -Hazardous Waste which may pose special Disposal problems because of its potential to contaminate the environment, and which may be disposed of only in Class II Disposal Sites, or Class III Disposal Sites pursuant to a variance issued by the California Department of Health Services. Designated Waste consists of those substances classified as Designated Waste by the State of California, in 27 California Code of Regulations Section 20164. 1.30 DISPOSAL (OR DISPOSE) "Disposal (or Dispose)" means the final disposition of Refuse collected by the Contractor at a Disposal Site designated by City. Disposal does not include the use of Organic Materials as ADC so long as the City and state regulations allow this use as diverted material. 1.31 DISPOSAL SITE(S) "Disposal Site(s)" means the facility or facilities designated by the City for the ultimate Disposal of Refuse collected by the Contractor. 1.32 EXCESS CONTAMINATION "Excess Contamination" means Prohibited Container Contaminants that exceed three percent (3%) by weight or volume in a Container designated for the collection of Organic Material, or ten percent (10%) by weight or volume in a Container designated for the 7 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA collection of Recyclable Materials. This determination shall be made by trained personnel using standardized and objective measurement methods. This applies to both residential and commercial containers unless otherwise specified. 1.33 FOOD WASTE "Food Waste" means material that will decompose and putrefy including pre and post -consumer kitchen and table food scraps; animal and vegetable waste that is generated during or resulting from the storage, preparation, cooking or handling of food stuffs; fruit waste; grain waste; dairy waste; meat and fish waste; paper or waxed cardboard contaminated with various food waste. This material can be generated at residential and commercial Premises including restaurants, grocery stores and other food processing facilities. 1.34 CITY FEE "City Fee" means the fee paid by Contractor to City for the right to hold the exclusive franchise and the use of the public rights of way granted by this Agreement. 1.35 GENERATOR "Generator" means any Person whose act or process produced Refuse, Recyclable, or Organic Materials. 1.36 GRAY CONTAINER "Gray Container" means a Container colored as follows: (a) the lid shall be gray or black, or (b) the body shall be gray or black and the lid shall be gray or black. Hardware such as hinges and wheels may be any color. 1.37 GREEN CONTAINER "Green Container" means a Container colored as follows: (a) the lid shall be green, or (b) the body shall be green and the lid shall be green, gray, or black. Hardware such as hinges and wheels may be any color. 1.38 GROSS REVENUES "Gross Revenues" means all monetary amounts collected by the Contractor from Service Recipients for the provision of services under the terms of this Agreement, including amounts used by Contractor to pay fees to the City and other federal, state, and local agencies. 1.39 HANDLING "Handling" means any activities related to the management, collection, transportation, processing, or disposal of Refuse, Organic Materials, or Recyclable 8 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA Materials, including but not limited to the movement of materials to and from designated sites or facilities. 1.40 HAULER ROUTE "Hauler Route" means the designated weekly itinerary or sequence of stops scheduled to be performed by one collection vehicle providing regularly scheduled Refuse, Recyclable Material or Organic Material collection services (not on -call or Bulky Item/Abandoned Waste) within the Contractor's collection service area under this Agreement. 1.41 HAZARDOUS SUBSTANCE "Hazardous Substance" means any of the following: (a) any substances defined, regulated or listed (directly or by reference) as "Hazardous Substances," "hazardous materials," "Hazardous Wastes," "toxic waste," "pollutant" or "toxic substances," or similarly identified as hazardous to human health or the environment, in or pursuant to (i) the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) of 1980, 42 USC §9601 et seq. (CERCLA); (ii) the Hazardous Materials Transportation Act, 49 USC §5101, et seq.; (iii) the Resource Conservation and Recovery Act, 42 USC §6901 et seq.; (iv) the Clean Water Act, 33 USC §1251 et seq.; (v) California Health and Safety Code §§25115-25117, 25249.8, and 25281; (vi) the Clean Air Act, 42 USC §7401 et seq.; and (vii) California Water Code §13050; (b) any amendments, rules or regulations promulgated thereunder to such enumerated statutes or acts currently existing or hereafter enacted, and (c) any other hazardous or toxic substance, material, chemical, waste or pollutant identified as hazardous or toxic or regulated under any other applicable federal, state or local environmental laws currently existing or hereinafter enacted, including, without limitation, triable asbestos, polychlorinated biphenyl's ("PCBs"), petroleum, natural gas and synthetic fuel products, and by-products. 1.42 HAZARDOUS WASTE "Hazardous Waste" means all substances defined as Hazardous Waste, acutely Hazardous Waste, or extremely Hazardous Waste by the State of California in Health and Safety Code §25110.02, §25115, and §25117 or in the future amendments to or recodifications of such statutes or identified and listed as Hazardous Waste by the U.S. Environmental Protection Agency (EPA), pursuant to the Federal Resource Conservation and Recovery Act (42 USC §6901 et seq.), all future amendments thereto, and all rules and regulations promulgated thereunder. 1.43 HOUSEHOLD HAZARDOUS WASTE "Household Hazardous Waste" means Hazardous Waste generated at residential Premises within the City. 1.44 INDUSTRIAL "Industrial" means manufacturing or technical productive enterprises. 9 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-BBFB-22FB1364CCDA 1.45 INFECTIOUS WASTE "Infectious Waste" means biomedical waste generated at hospitals, public or private medical clinics, dental offices, research laboratories, pharmaceutical industries, blood banks, mortuaries, veterinary facilities, and other similar establishments that are identified in Health and Safety Code Section 25117.5. 1.46 LEGISLATION "Legislation" means any code, ordinance, resolution, or any other formal enactment of the governing body of the City, which now exists, or which may hereafter be adopted which constitutes law or regulation governing the operation of the Contractor. 1.47 MAXIMUM RATES "Maximum Rates" means the maximum monetary amounts that Contractor may charge a customer, pursuant to Article 8, for providing services under this Agreement. The Maximum Rates are as set forth on Exhibit O. 1.48 MEDIAN ISLANDS "Median Island" means a dividing area, normally at curb height, between opposing directions of traffic. 1.49 MIXED CONSTRUCTION AND DEMOLITION (C&D) MATERIALS "Mixed C&D Materials" means C&D materials collected by mixed components such as dirt, concrete, asphalt, and rebar, wood, roofing tile, and concrete, or other such C&D materials. 1.50 MULTI -FAMILY RESIDENTIAL COMPLEX "Multi -Family Residential Complex" means any residential complex, other than a Single -Family Residence, used for residential purposes, including but not limited to two to six (2-6) unit complexes, apartment buildings, mobile home parks, condominiums, and large complexes over six (6) units. 1.51 OCCUPANT "Occupant" means the person who occupies Premises. 1.52 ORGANIC MATERIAL "Organic Material" means wastes comprising material originated from living organisms and their metabolic waste products, including food, green material, landscape and pruning waste, clean unpainted/untreated wood (with no nails, wire, etc.), paper products, and printing and writing paper, but excluding textiles and carpets, manure, biosolids, digestate, sludges, non-compostable paper, Construction & Demolition Debris, 10 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA and Hazardous Waste. No material shall be considered Organic Material unless it has been segregated by the Service Recipient for separate collection. 1.53 OVERAGE "Overage" means excess volume of materials in a Container, such that the lid of the Container is lifted more than six (6) inches above its fully closed position. 1.54 OWNER "Owner" means the person with the legal right to the possession of land or building. 1.55 PERSON "Person" means any individual, firm, association, organization, partnership, corporation, business trust, joint venture, the United States, the State of California, the County of Sonoma, and special purpose districts. 1.56 PREMISES "Premises" means any land or building in the City where Refuse, Recyclable Materials or Organic Materials are generated or accumulated. 1.57 [Section Not Used] 1.58 PROCESSING "Processing" means to prepare, treat, or convert through some special method. Processing includes without limitation sorting Recyclable Materials at a materials recovery facility and composting Organic Materials at a composting facility. 1.59 PROCESSING FACILITY "Processing Facility" means any plant or site used for the purpose of sorting, cleansing, treating, composting or reconstituting Salvageable Material for the purpose of making such material available for re -use. Activities that may be undertaken at a Processing Facility include but are not limited to Processing Organic Materials and Recyclable Materials. 1.60 PROHIBITED CONTAINER CONTAMINANTS "Prohibited Container Contaminants" means any of the following: (a) Non -Organic Material placed in the Green Container, including but not limited to textiles and carpets, manure, biosolids, digestate, sludges, non-compostable paper, Construction & Demolition Debris, and Hazardous Waste; (b) Material placed in the Gray Container that is specifically identified under the Agreement for collection in the Green Container or Blue Container; 11 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA (c) Non -Recyclable Material placed in the Blue Container. Paper products and printing and writing paper may be considered acceptable and not considered Prohibited Container Contaminants if they are placed in the Blue Container. 1.61 RATE YEAR "Rate Year" means the Agreement Year for which Maximum Rates are being set 1.62 RECYCLING CONTAINER "Recycling Container" means City -approved Cart or Bin used to place Recyclable Materials at a designated Collection location for Collection for the purpose of Recycling. Recycling Containers shall be colored as follows: (a) the lid shall be blue, or (b) the body shall be blue and the lid shall be either blue, gray, or black. Hardware such as hinges and wheels may be any color. 1.63 RECYCLABLE MATERIALS (ALSO "RECYCLABLES") "Recyclable Materials" means those discarded materials that the City Code permits, directs and/or requires Generators to set out in Recycling Containers for Collection for the purpose of Recycling. No discarded material shall be considered to be Recyclable Materials, however unless it is separated from Refuse and Organic Materials. Recyclable Materials may include newspaper, mixed paper, glass, metal and aluminum cans, plastic bottles (numbers 1-7), corrugated cardboard, cardboard and used motor oil and filters. 1.64 RECYCLING "Recycling" means the process of sorting, cleansing, treating and/or reconstituting at a Processing Facility those Recyclable Materials that would otherwise be disposed of at a Disposal Site for the purpose of returning such materials to the economy in the form of raw materials for new, re -used or reconstituted products. 1.65 RECYCLING RESIDUE "Recycling Residue" means non -recyclable material removed during the processing of single stream recycling such as wet or food contaminated items waxed cardboard, plastic film, organic or putrescible wastes, rubber, insulation, garbage or other items not accepted for recycling and placed either inadvertently or intentionally by customers in the single stream collection container. 1.66 REFUSE "Refuse" means all putrescible and non-putrescible solid waste, semi -solid waste, and liquid waste that the City Code requires Generators within the City to set out for Collection. Refuse does not include: 12 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 1) Salvageable Materials set out for Collection in a City -approved container; 2) Hazardous Waste or Hazardous Substance, 3) Infectious Waste; 4) Abandoned automobiles; 5) Designated Waste; or 6) Radioactive waste. Refuse includes Salvageable Materials only when such materials are commingled with Refuse and included for Collection in a Refuse container. Only discarded materials shall be considered Refuse. 1.67 RELATED PARTY(IES) "Related Party(ies)" means a company that has ownership of 5 percent or more of the voting stock or management control in common with Contractor. 1.68 RE -USE VENDOR "Re -Use Vendor" means a vendor (i.e. St. Vincent de Paul, Goodwill Industries, or other non-profit or for -profit organizations) that will collect used furniture and other re- usable items as an alternative to Disposal. 1.69 ROLL -OFF REFUSE SERVICE "Roll -Off Refuse Service" means permanent service provided by Contractor under this exclusive Agreement to any Generator requiring a Debris Box for the Collection of Refuse. 1.70 ROLL -OFF CONTAINER "Roll -Off Container" has the same meaning as Debris Box. 1.71 ROUTE REVIEW "Route Review" means a visual inspection of Containers along a Hauler Route for the purpose of identifying Prohibited Container Contaminants, which may include mechanical inspection methods such as use of cameras. 1.72 SALVAGEABLE MATERIAL "Salvageable Material" means those discarded materials that may be re -used in their existing form or may be re -used after some form of Processing including, but not 13 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA limited to, composting and Recycling. Salvageable Material includes Recyclable Material and Organic Materials. 1.73 SB 1383 REGULATIONS "SB 1383 Regulations" means the Short-lived Climate Pollutants (SLCP): Organic Waste Reductions regulations adopted by the California Department of Resources Recycling and Recovery ("Cal Recycle") in 2020. 1.74 SERVICE AREA "Service Area" means the area within the city limits of City, as the same may be changed from time to time, including through annexations. 1.75 SERVICE RECIPIENT "Service Recipient" means Single Family Residence, Multi -Family Residential Complex, or Commercial Business Premise within the Service Area receiving Collection services from Contractor pursuant to this Agreement. A "service recipient" may also be referred to as "customer." 1.76 SINGLE-FAMILY RESIDENCE "Single -Family Residence" means a separate unit used for housing a single family. 1.77 SINGLE RECYCLABLE MATERIAL STREAM "Single Recyclable Material Stream" means Recyclable Material including both paper and mixed container material in one Cart, which is separated after Collection by Contractor. 1.78 SMALL COMMERCIAL GENERATOR "Small Commercial Generator" means any Commercial Business, which generates less than 100 gallons of Refuse per week. 1.79 SOURCE SEPARATED CONSTRUCTION AND DEMOLITION DEBRIS (C&D) MATERIALS "Source Separated C&D Materials" means C&D materials collected in individual components such as but not limited to dirt, concrete, wood, asphalt, scrap metals, or other such C&D materials. 14 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 1.80 SPECIALTY RECYCLABLE MATERIAL "Specialty Recyclable Material" means material not specifically listed in this Agreement that can be recycled by any Person operating under a valid permit issued by the City. Such Specialty Recyclable Material includes Construction and Demolition Debris and pallets. 1.81 STREET SWEEPING SERVICE "Street Sweeping Service" means the sweeping of streets in the City and the transportation of Sweep Waste for transfer and Processing for recovery or disposal. 1.82 SWEEP WASTE "Sweep Waste" means the accumulated waste materials collected through Street Sweeping Services. Sweep Waste includes, but is not limited to, the collected deposits of loose dirt, rocks, glass, cans, leaves, sticks, papers, Organic Waste residue or any like materials that can be removed by Street Sweeping operations. 1.83 TEMPORARY DEBRIS BOX SERVICE "Temporary Debris Box Service" means temporary service provided at a job site to any residential or commercial Generator requiring a Debris Box for the Collection of Source Separated C&D Materials, and Mixed C&D Materials. 1.84 TERM "Term" means the Term of this Agreement, as provided for in Article 3. 1.85 TRANSFER STATION "Transfer Station" means a facility for the temporary Collection and storage of Refuse, Organic Materials and Recyclable Materials until they are transferred to trucks for Transportation to a specific Disposal Site or Composting Facility designated by City or to Contractor's Processing Facility for Recyclable Materials. 1.86 TRANSPORTATION "Transportation" means the act of transporting or state of being transported. 1.87 UNACCEPTABLE SPILLAGE "Unacceptable Spillage" means any Refuse, Recyclable, or Organic Materials spilled or left at established Collection sites by Contractor after Collection, excluding small particles of grass clippings and leaves of the size and volume that may be collected by regular street sweeping operations. 15 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 1.88 WORK DAY "Work Day" means any day, Monday through Saturday that in not a holiday as set forth in Exhibit H of this Agreement unless otherwise specified. 1.89 WHITE GOODS "White Goods" means discarded enamel household appliances of any color, such as refrigerators, stoves, washer/dryers, water heaters, dishwashers, etc., and similar items. 1.90 ZERO WASTE "Zero Waste" is a goal that is both pragmatic and visionary, to guide people to emulate sustainable natural cycles, where all discarded materials are resources for others to use. Zero Waste means designing and managing products and processes to reduce the volume and toxicity of waste and materials, conserve and recover all resources, and not burn or bury them. Implementing Zero Waste will eliminate all discharges to land, water or air that may be a threat to planetary, human, animal or plant health.' For purposes of this Agreement, the following terms (whether or not capitalized) shall have the meanings given to them in the SB 1383 Regulations, unless the context indicates a different meaning was intended: biosolids, digestate, food, non-compostable paper, paper products, printing and writing paper, sludges. ARTICLE II REPRESENTATIONS AND WARRANTIES OF THE CONTRACTOR 2.01 CORPORATE STATUS Contractor is a corporation duly organized, validly existing and in good standing under the laws of the State of California. It is qualified to transact business in the State of California and has the power to own its properties and to carry on its business as now owned and operated and as required by this Agreement. 2.02 CORPORATE AUTHORIZATION (OR PARTNERSHIP, ASSOCIATION, LLC, OR JOINT VENTURE AUTHORIZATION) Contractor has the authority to enter into and perform its obligations under this Agreement. The Board of Directors of Contractor (or the shareholders or members, if necessary) has taken all actions required by law, its articles of incorporation or organization, its bylaws, or otherwise, to authorize the execution of this Agreement. The Person signing this Agreement on behalf of Contractor has authority to do so. Liss, Gary Zero Waste International Alliance, November 29, 2004. 16 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 2.03 AGREEMENT WILL NOT CAUSE BREACH To the best of Contractor's knowledge, after reasonable investigation, neither the execution or delivery of this Agreement, nor the performance of this Agreement by Contractor: (i) conflicts with, violates, or results in a breach of any applicable law; or (ii) conflicts with, violates or results in a breach of any term or condition of any judgment, order or decree of any court, administrative agency or other governmental authority, or any agreement or instrument to which Contractor is a party or by which Contractor or any of its properties or assets are bound, or constitutes a default thereunder. 2.04 NO LITIGATION To the best of Contractor's knowledge, after reasonable investigation, there is no action, suit, proceeding or investigation, at law or in equity, before or by any court or governmental authority, commission, board, agency or instrumentality decided, pending or threatened against Contractor wherein an unfavorable decision, ruling or finding, in any single case or in the aggregate, would materially adversely affect the performance by Contractor of its obligations hereunder or which, in any way, would adversely affect the validity or enforceability of this Agreement or which would have a material adverse effect on the financial condition of Contractor or any surety guaranteeing Contractor's performance under this Agreement, which has not been waived by the City in writing. 2.05 NO ADVERSE JUDICIAL DECISIONS To the best of Contractor's knowledge, after reasonable investigation, there is no judicial decision that affects the validity of this Agreement and may subject this Agreement to legal challenge. 2.06 ABILITY TO PERFORM Contractor possesses the business, professional, and technical expertise to manage, handle, treat, store and dispose of the Refuse, Recyclables, and Organic Materials, and possesses the equipment, facility, and employee resources required to perform this Agreement. ARTICLE III TERM OF AGREEMENT 3.01 EFFECTIVE DATE This Agreement originally became effective on July 1, 2008. The effective date of the amendments set forth in this Fourth Amended and Restated Agreement shall be May 1, 2025 ("Effective Date"). 3.02 CONDITIONS TO EFFECTIVENESS OF AGREEMENT The obligation of City to permit this amended Agreement to become effective and to perform its amended undertakings provided for in this Agreement is subject to the 17 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46132-8131`13-221`131364CCDA satisfaction of each and all of the conditions set out below, each of which may be waived in whole or in part by City. 3.02.1 ACCURACY OF REPRESENTATIONS The representations and warranties made in Article 2 of this Agreement are true and correct on and as of the Effective Date. 3.02.2 ABSENCE OF LITIGATION There is no litigation pending on the Effective Date in any court challenging the award or execution of this Agreement or seeking to restrain or enjoin its performance. 3.02.3 FURNISHINGS OF INSURANCE AND PERFORMANCE BOND Contractor has furnished evidence of the insurance and performance bond required by Sections 9.03 and 9.04. 3.03 TERM The initial Term of this Agreement began on July 1, 2008 and will end at midnight June 30, 2030. 3.04 OPTION TO EXTEND TERM The Term of this Agreement may be extended for up to two (2) additional extension terms of five (5) years each, using the following procedure. At Contractor's written request, on or around the January 1 that is eighteen (18) months before the then -current expiration date of the Term, City may, in its sole discretion, determine that the Contractor has met the minimum performance and diversion requirements set forth in this Agreement. If the City so determines, the City shall (within sixty (60) Work Days of the Contractor's written request) offer the Contractor in writing a five (5) year extension of this Agreement. Contractor shall provide written notice to City as to whether Contractor accepts or rejects City's offer within thirty (30) Work Days of the date of the offer. If Contractor fails to provide such notice to City within said thirty (30) Work Days, City's offer shall be deemed withdrawn and City shall have no obligation to extend the term of this Agreement beyond the then -current expiration date. If the term of this Agreement is extended, the compensation provisions of Article 8 shall not be subject to negotiation. However, the compensation payable to Contractor shall be adjusted annually throughout the extended term as provided in Article 8. 3.04.1 VOIDING OF EXTENSION In the event City, in its sole discretion, determines that Contractor failed to meet the minimum performance standards and diversion requirements set forth in this Agreement, Contractor understands and agrees that the service extension set forth in Section 3.04 above need not be offered by City, and that this Agreement shall terminate 18 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA on June 30, 2030 (if no extension previously occurred) or June 30, 2035 (if the first extension occurred). 3.04.2 PERFORMANCE STANDARDS In event Contractor fails to meet the City's performance standards under this Agreement, Contractor will be assessed liquidated damages, as set forth in Section 11.05 of this Agreement. ARTICLE IV SCOPE OF AGREEMENT 4.01 SCOPE OF AGREEMENT A. Subject to Section 4.02, City hereby grants to Contractor the exclusive right and franchise to collect and transport all Refuse, Recyclable Materials, and Organic Materials generated in the City, except where otherwise precluded by federal, state, and local laws and regulations. B. As described in the recitals, and as of the Effective Date, this Fourth Amended and Restated Agreement hereby amends, restates, and replaces the entirety of the Original Agreement and all subsequent amendments prior to this Fourth Amendment. As described in Article I, the "Agreement" means this Fourth Amended and Restated Agreement. 4.02 LIMITATIONS TO SCOPE The franchise set forth in Section 4.01 shall be exclusive except as to the following materials listed in this Section. The City permits the operation of buy back Recycling and re -use centers, and the parties acknowledge through this Agreement that business and residential Generators have a right to transport, donate and sell Recyclable Materials to such centers. The Franchise granted the Contractor shall not preclude the categories of Recyclable Materials or other materials listed below from being delivered to and collected and transported by others provided that nothing in this Agreement is intended to or shall be construed to excuse any Person from obtaining any authorization from City, which is otherwise required by law: A. Other recyclers shall maintain the right to collect Specialty Recyclable Materials, and to pay the Generator for Source Separated Recyclable Materials. Specialty Recyclable Materials set out for Collection by other recyclers shall contain no more than 10 percent by weight or volume (whichever is less) residual Refuse commingled in the materials to qualify for the exception under this Section. Recyclable material must be, in fact, recycled. It will be the responsibility of City, with Contractor's cooperation, to provide enforcement of this provision. If Contractor can document that other recyclers are servicing Collection containers that contain less than 90 percent source separated Specialty Recyclable Materials, it shall report the location and the name of the recycler to the City along with Contractor's evidence of the violation of the exclusiveness of this Agreement; 19 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA B. Recyclable Materials which are removed from any Premises by the Generator and which are transported personally by the Owner or Occupant of such Premises (or by his or her employees or a contractor), C. Recyclable Materials, which are source separated at any Premises by the Generator and donated to youth, civic, or charitable organizations; D. Containers delivered for Recycling under the California Beverage Container Recycling Litter Reduction Act, Section 14500, et seq., California Public Resources Code; E. Organic Materials removed from a Premise by a gardening, landscaping, or tree -trimming contractor as an incidental part of a total service offered by that contractor rather than as a hauling service, and for no additional or separate fee, and if such contractor delivers the Organic Materials to a Compostable Container or Composting Facility using its own employees and vehicles, and does not dispose of the material as Refuse; F. Temporary Debris Box Service; G. Animal waste and remains from slaughterhouse or butcher shops for use as tallow; H. By-products of sewage treatment, including sludge, sludge ash, grit and screenings; and I. Hazardous Waste, Infectious Waste, and Designated Waste, regardless of its source. This grant to Contractor of an exclusive right and privilege to collect and transport Refuse, Recyclable Materials and Organic Materials shall be interpreted to be consistent with state and federal laws, now and during the Term of the Agreement. The scope of this exclusive right shall be limited by applicable state and federal laws pertaining to the matters contained in this Agreement. In the event that future interpretations of current law or new laws, regulations, interpretations or trends limit the ability of the City to lawfully provide for the scope of services as specifically set forth herein, Contractor agrees that the scope of the Agreement will be limited to those services and materials which may be lawfully provided and that the City shall not be responsible for any lost profits or losses claimed by Contractor to arise out of limitations of the scope of the Agreement set forth herein. In such an event, it shall be the responsibility of Contractor to minimize the financial impact to other services being provided as much as possible. The foregoing shall not be deemed to limit the rate adjustment provisions of this Agreement. Notwithstanding any provision of this Agreement, the exclusivity of the franchise granted herein shall not be construed to be a limitation on the City's ability to implement, administrate, or modify its existing self -hauling permit program regulating the self -hauling of Refuse, Recyclable Materials, and Organic Materials by residential Occupants, Owners, or other Persons responsible for day-to-day operations of residential units. 20 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 4.03 COLLECTION OF CITY FACILITIES AND CITY -SPONSORED EVENTS Contractor shall collect Refuse, Recyclable Materials, and Organic Materials from City locations as described in Exhibit A and identified in Exhibit B, from any new City facilities constructed, leased, or purchased by the City during the Term of this Agreement, and from City -sponsored events identified in Exhibit C, all in accordance with the schedule agreed upon between the City and Contractor. This service shall be provided at no additional charge to the City. 4.04 COLLECTION AND TRANSPORTATION OF SALVAGEABLE MATERIALS TO PROCESSING FACILITY Contractor shall provide for the Collection and Transportation of Salvageable Materials to the Processing Facility(ies) approved by the City. No Salvageable Materials collected under this Agreement (except residue from Processing) shall be disposed of at a Disposal Site in lieu of diverting the material, without the expressed written approval of the City. If Contractor believes that it cannot re -use or recycle the Salvageable Materials, then it shall prepare a written request for approval to dispose of such material. Such request shall contain the basis for its belief, describe the Contractor's efforts to arrange for the re -use or Recycling of such material, the period required for such Disposal, the incremental costs or cost savings resulting from such Disposal, and any additional information supporting the Contractor's request. The City Council or The City Manager shall consider and inform Contractor in writing of its decision within sixty (60) days. If the City Council or City Manager approves such request, any difference in the cost of such Disposal from its diversion shall be provided for in an adjustment (either increasing or decreasing) to the Contractor's Maximum Rates. In accordance with Section 2.04 of the Waste Delivery Agreement, Contractor shall deliver all Committed City Waste in accordance with Contractor's obligations set forth in the Waste Delivery Agreement. 4.05 DIVERSION REQUIREMENTS 4.05.1 DIVERSION PLAN Contractor shall use good faith efforts to divert at least fifty percent (50%) of the Solid Waste it collects pursuant to this Agreement in each Agreement Year. This minimum percentage diversion requirement represents the Contractor's "Annual Minimum Diversion Requirement" and is subject to adjustment in accordance with any changes in applicable federal, state, or local laws and regulations. As used in this Section, the phrase "solid waste" is as defined by California Public Resources Code Section 40191, and the phrase "diversion" is as defined by California Public Resources Code Section 40124. Contractor, at its own expense, must prepare, submit, and implement an annual (Calendar Year) Diversion Plan ("Plan"), which will guide Contractor's staff's work efforts. This Plan will include measures to comply with the Diversion requirements of this Agreement, meet Diversion targets, increase Diversion, and increase participation of Service Recipients in Recyclable Materials and Organic Waste Diversion programs, and 21 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E1 43-46B2-8BFB-22FB1 364CCDA should target certain Recyclable Materials or "problem" areas, including Recyclable Materials and Organic Waste sorting and contamination, within Contractor's Service Area where improvements can be maximized. Planned outreach and education services and outreach materials should be included as part of the Plan and updated annually, and new outreach materials shall not be circulated to the public without City review and approval. An initial Diversion Plan shall be submitted to the City within six (6) months of the execution of this Agreement. The Diversion Plan shall address the Education and Recycling/Re-Use Support required under Agreement Section 5.15. The Diversion Plan will include specific goals, performance metrics, and a clear evaluation process to measure the effectiveness of the programs. Metrics may include diversion rates, participation rates in events, and the volume of materials collected and recycled. Contractor and City will review these goals annually and make adjustments as necessary to ensure continuous improvement toward Zero Waste goals. 4.05.2 CONTRACTOR'S ANNUAL MINIMUM DIVERSION REQUIREMENT The parties acknowledge that achieving the Annual Minimum Diversion Requirement is essential for compliance with applicable California state laws and regulations, and for advancing the City's environmental objectives. Contractor shall use good faith efforts to meet or exceed the Annual Minimum Diversion Requirement as defined in Section 4.05.1 of this Agreement in each Agreement Year. Failure to meet this requirement shall result in the City, at its sole discretion, taking either of the following actions: A. Assess liquidated damages in accordance with Article 11.05 and Exhibit G; or B. Require that Contractor implement additional diversion program(s) at no cost to City or rate payers (such program(s) to be proposed by Contractor and subject to approval by City, such approval not to be unreasonably withheld), provided that the total cost of such programs does not exceed the amount of liquidated damages assessable under clause A. In addition, regardless of whether City takes the actions described in Sections 4.05.2A and/or 4.05.2B, City may deny an extension request as set forth in Section 3.04 if the Annual Minimum Diversion Requirement is not met for two (2) consecutive years. The parties acknowledge that the level of diversion achieved by Contractor depends on certain factors beyond Contractor's control, such as community support for diversion programs, recovery rates achieved at the Processing Facilities that Contractor is required to use, and changes in the local economy. Therefore, notwithstanding the foregoing or any other provision of this Agreement to the contrary, the actions described in Sections 4.05.2A and/or 4.05.213 above shall not be taken if, during the Agreement Year in question, Contractor provides evidence of its diligent efforts to fully implement all diversion programs required by this Agreement, including but not limited to the delivery 22 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46132-813F13-221`131364CCDA of Source Separated Recyclable Materials and Organic Materials to properly permitted Processing Facilities for Processing as specified in Sections 5.03 and 5.04). 4.05.3 DIVERSION CALCULATION For purposes of determining whether Contractor has achieved the Annual Minimum Diversion Requirement, the annual diversion rate will be calculated using the following formula: The tons of materials collected by Contractor from provision of Collection Services in the City that are delivered to the Processing Facility(ies) approved by City, or that are otherwise handled in a manner that constitutes diversion under applicable CalRecycle regulations (in each case, net of all Recycling Residue), divided by the total tons of materials collected in the service area by Contractor from the provisions of Collection services in each Agreement Year. The annual diversion rate calculation shall also include material hauled by Contractor pursuant to its Temporary Debris Box services, and diverted material reported to Contractor by commercial self -haulers (e.g. Safeway). The annual diversion rate shall not include Refuse resulting from non -franchised Temporary Debris Box Service. The annual diversion rate shall not count diversion from other sources other than Contractor's collection and diversion efforts, such as waste hauled by another hauler. 4.05.4 DIVERSION REPORTING As part of the Quarterly and Annual Reports submitted in accordance with Section 6.04, Contractor shall provide documentation acceptable to City stating and supporting each quarter's diversion rate, and overall annual diversion rate. Such documentation may include weight tags from each facility where material collected from within City is delivered, and information provided by Processing Facilities regarding their recovery rates. Promptly after submission of the Annual Report and related documentation for the first Agreement Year, Contractor shall work with City to develop baseline figures that can be used to set goals and measure progress in improving diversion over the Term. The baseline figures will include tonnages collected, disposed and diverted during the first Agreement Year for each materials stream (Refuse, Recyclable Materials, Organic Materials) and each customer type (Single -Family Residence, Multi -Family Residential Complex, Commercial Business, City). If different customer types are combined in a single route (e.g. collection of Commercial/MFD/City customers using a front-end loader vehicle), then the parties will agree on a reasonable method to allocate collected tonnages to each customer type. 4.05.5 END USES FOR ORGANIC MATERIALS Contractor shall divert Organic Materials collected through the Organic Materials Program, Section 5.04, from Disposal, excluding residue resulting from processing. Contractor shall take all commercially reasonable measures to minimize residue resulting from processing. Contractor must provide or arrange for end uses for such Organic 23 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA Materials that provide diversion credits for City according to regulations established by CalRecycle. 4.05.6 PROHIBITED USE OF ALTERANTIVE DAILY COVER (ADC) Contractor may not utilize Organic Materials as Alternative Daily Cover (ADC). 4.05.7 CHANGES IN THE MARKET CONDITIONS FOR RECYCLABLE MATERIAL Upon notice to and prior approval by City, Contractor may deem additional materials or groups of materials to be Recyclable Material if they become capable of recycling at Contractor's facilities in or near the service area. Contractor reserves the right to discontinue acceptance of any category of Recyclable Material as a result of market conditions related to such materials upon written notice to and prior written approval by City. With regard to the preceding two sentences, City's approval shall not be unreasonably withheld. Discontinued acceptance of any material as Recyclable Material pursuant to this Article 4.05.7 shall not relieve Contractor of the Annual Minimum Diversion Requirement set forth in Article 4.05.1 of this Agreement. 4.05.8 WARRANTIES AND REPRESENTATIONS Contractor warrants and represents that it is aware of and familiar with City's waste stream, and that it has the ability to and will provide the programs and services required to be provided by it hereunder, with a view to meeting or exceeding the Annual Minimum Diversion Requirements set forth in Contractor's Diversion Plan submitted pursuant to Section 4.05.4. 4.05.9 WASTE REDUCTION AND PROGRAM IMPLEMENTATION Contractor shall be responsible for providing data and information as reasonably requested by City regarding its programs and services hereunder for purposes including but not limited to City's preparation of reports and other information as may be required by any agency, including specifically, the State of California, in order to comply with AB 939 and other Applicable Law. 4.05.10 COMPLIANCE WITH LAW Contractor agrees that it will carry out its obligations under this Agreement in a manner consistent with Applicable Law, including but not limited to AB 939, AB 341, AB 1594, AB 1826, SB 1383, and all amendments thereto. The Contractor will in good faith support the City's creative initiatives and collaboration to encourage organics composting and recycling. 4.05.11 SOLID WASTE GENERATION/CHARACTERIZATION STUDIES Contractor acknowledges that City must perform solid waste generation and disposal characterization studies periodically to comply with the requirements of 24 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA Applicable Law, including AB 939. Contractor agrees to participate and cooperate with City and its agents to accomplish such studies, including sharing relevant data, providing access to facilities and vehicles, and supporting data collection efforts, as reasonably requested by City, provided that such participation and cooperation can be accomplished at no additional cost to Contractor and without substantially interfering with Contractor's operations. 4.05.12 PILOT PROGRAMS Pilot programs and innovative services may entail new collection methods and use of new or alternative solid waste processing and disposal technologies are included among the types of changes which City may direct. Any changes under this Article 4.05.12 shall be treated as City -directed changes under Sections 5.19 and 8.03.2. ARTICLE V COLLECTION SERVICES 5.01 GENERAL The work to be done by Contractor pursuant to this Agreement shall include the furnishing of all labor, supervision, equipment, materials, supplies, and all other items necessary to perform the services required. The enumeration and specification of requirements for particular items of labor or equipment shall not relieve Contractor of the duty to furnish all others, whether enumerated or not. The work to be done by Contractor pursuant to this Agreement shall be accomplished in a thorough and professional manner so that the residents and businesses within the City are provided reliable, courteous and high -quality service at all times. Contractor is authorized to direct its customers to place refuse containers in the City right of way immediately adjacent to the property where the refuse is generated. The enumeration and specification of requirements for particular aspects of service quality shall not relieve Contractor of the duty of accomplishing all other aspects whether they are enumerated elsewhere in the Agreement or not. 5.02 REFUSE SERVICES 5.02.1 SINGLE-FAMILY RESIDENTIAL REFUSE SERVICE Contractor shall collect and transport to the Disposal Site designated by City all Refuse from Carts placed at the curb of Single -Family Residences once per week as scheduled. 5.02.2 MULTI -FAMILY COMPLEX REFUSE SERVICE A. Multi -Family Refuse Cart Service. Contractor shall collect and transport to a Disposal Site designated by City all Refuse from Carts placed at the curb or in Refuse enclosure/area designated by each Generator within a Multi -Family Residential Complex, but not less than once per week as scheduled. 25 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA B. Multi -Family Refuse Bin Service. Contractor shall collect and transport to a Disposal Site designated by City all Refuse from Bins as scheduled with Generator to meet their needs. but not less than once per week. 5.02.3 COMMERCIAL REFUSE SERVICE A. Commercial Refuse Bin Service. Contractor shall collect and transport to a Disposal Site designated by City all Refuse from Bins as scheduled with Generator to meet their needs, but not less than once per week. B. Commercial Refuse Cart Service. Contractor shall collect and transport to a Disposal Site designated by City all Refuse from Carts placed in Refuse enclosure or area by Generator as scheduled with Generator to meet their needs, but not less than once per week. 5.02.4 BULKY ITEM COLLECTION At no charge, Contractor shall offer four (4) Bulky Item pickups per calendar year to each Single -Family Residence Service Recipient. Each such pickup shall be for a maximum of three (3) cubic yards of Bulky Items per collection. At no charge, Contractor shall offer four (4) Bulky Item pickups per calendar year to each Multi -Family Residential Complex Service Recipient. Each such pickup shall be for a maximum volume of Bulky Items per collection equal to one (0.5) of a cubic yard for each dwelling within the Multi -Family Residential Complex (e.g. up to 2 cubic yards/collection for a 4-dwelling building). Contractor may charge for any additional Bulky Item pickups beyond the no -charge pickups provided above. Contractor may also charge additional fees (even for no -charge pickups) for any Bulky Items that contain freon or other waste requiring special handling, or for material in excess of the volumes set forth above. Such charges shall not exceed the amounts set forth on the Maximum Rate schedule. The Single -Family Residence Service Recipient, or the building owner or property manager of the Multi -Family Residential Complex, must call Contractor to schedule each a Bulky Item pickup. Pickups shall occur at times mutually agreed by Contractor and the Service Recipient. On the scheduled collection date, Bulky Items must be set out by the Service Recipient within three feet (3') of the curb, swale, paved surface of the public roadway, or other mutually agreed location that will provide safe and unobstructed access. Bulky Items must have been generated at the Service Recipient's premises where collection is made; must be attributable to normal activities of a Single -Family or Multi - Family dwelling; must be able to be safely collected by a 2-person crew; and must not exceed five feet (5) in any dimension, unless an exception is mutually agreed upon by the Service Recipient and Contractor. Contractor may refuse to collect any Bulky Items that do not meet the above requirements, or that contain any Hazardous Waste, Infectious Waste, or Designated Waste. 26 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA Public Outreach and Guidelines: Contractor shall publicize the availability of the Bulky Item pickup service through newsletters, utility bill inserts, and online resources. The outreach must include clear guidelines on the types of items eligible for pickup, size/weight restrictions, scheduling procedures, and any applicable fees, including those for special handling items. 5.02.5 OIL COLLECTION The Contractor shall provide used oil Collection for Single -Family Residences and Multi -Family Residential Complexes as part of the Recyclable Materials Collection program. Upon request, the Contractor will distribute up to two (2) spill -safe containers for the Collection of used motor oil and up to two (2) plastic bags for used oil filters. Upon request, replacement containers and filter bags shall be provided upon each Collection at no additional cost. In the case of Multi -Family Residential Complexes, tenants will be notified by Contractor that tenants may not request oil Collection: only the property manager, Owner or homeowner's association is authorized to request such service. Contractor shall collect used motor oil and used filters from Single -Family Residences that are placed at the curb. Contractor shall collect used motor oil and used filters from Multi -Family Residential Complexes at a location that is acceptable to the Contractor and the property manager, Owner or homeowner's association. The Contractor shall provide replacement containers and filter bags to participants upon each Collection of oil and/or filters. However, if agreed upon by the property manager, Owner, homeowner's association, and the Contractor, individual tenants may directly request oil Collection services. Contractor shall safely store oil and used filters collected at its facility and arrange for these materials to be properly recycled. The Contractor shall provide comprehensive educational materials, such as step-by-step guides for proper oil disposal, through community outreach, educational materials, and their website. These materials will be distributed to all Service Recipients. Additionally, the Contractor shall regularly report to the City on the volume of oil and filters collected and recycled to assist the City in evaluating the program's effectiveness and identifying areas for improvement. 5.03 RECYCLING SERVICES Contractor shall collect Recyclable Materials as described in Exhibit F for Single - Family Residences, Multi -Family Residential Complexes, and Commercial Businesses. Contractor shall instruct Single -Family Residences, Multi -Family Residential Complexes (individual residents and/or complex managers as appropriate), and Commercial Businesses as to preparation of materials; the proper placement of Recycling Carts or Bins; and shall notify customers who fail to follow these instructions with notices placed on Containers. Contractor shall transport Recyclable Materials to a Processing Facility, process and market the Recyclable Materials. The Recyclable Materials may not be disposed of at a Disposal Site, Transfer Station, or any other location in lieu of Recycling the material 27 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA without the expressed written approval of the City, as specified in Article 4.4. Contractor shall make every effort to process Recyclable Materials in a manner that produces the highest and best re -use of these materials. 5.03.1 SINGLE-FAMILY RESIDENTIAL RECYCLING SERVICE Contractor shall collect and deliver to a Processing Facility, process and market Recyclable Materials from Carts placed at the curb by Single -Family Residences. The Contractor shall provide scheduled weekly Recycling Collection service, which shall correspond with the Single -Family Residential Refuse Collection day for each resident. 5.03.2 MULTI -FAMILY RESIDENTIAL COMPLEX RECYCLING SERVICE All Multi -Family Residential Complexes shall receive Recycling service. Each complex shall have the option of Cart Service described in Article 5.03.2.A, Bin Service described in Article 5.03.2.13 or a combination of both types of service. Contractor shall assist each complex by recommending the number and type of containers needed to service Occupants. Contractor shall recommend the most effective locations on site for placement of containers. Contractor shall provide educational materials and signage to reduce contamination. A. Multi -Family Recycling Cart Service. Contractor shall collect and deliver to a Processing Facility Recyclable Materials from Carts placed at the curb or in designated Refuse and Recycling enclosure/area by each resident of Multi -Family Residential Complexes. The Contractor shall provide scheduled weekly Recycling Collection service, which shall correspond with the Multi -Family Residential Complex Refuse Collection day. More frequent Collection service shall be provided by Contractor, if necessary, to resolve space constraints with smaller containers at Multifamily Complexes. B. Multi -Family Recycling Bin Service. Contractor shall collect and deliver to a Processing Facility, process and market Recyclable Materials from Bins placed in designated areas collected as scheduled with the Generator. Recycling Materials shall be collected weekly at a minimum, and more often as needed. 5.03.3 COMMERCIAL RECYCLING PROGRAM The contractor shall collect and deliver to a Processing Facility, process and market Recyclable Materials from Bins or Carts collected as scheduled with the Generator, but at least once a week. The Commercial Business Recycling program shall include four components: (1) commercial Recyclable Materials streams, (2) container sizes and Collection options, (3) sufficient business recycling containers provided to all business locations at no additional charge, and (4) education and Recycling support. A. Commercial Recyclable Material Streams for Collection. Contractor shall provide the following specific commercial Recyclable Materials streams to be collected from City businesses: 28 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA • Cardboard • Office Paper • Mixed paper (including cardboard) • Mixed containers (glass, plastic, aluminum) Descriptions of the specific commercial Recyclable Materials to be collected are provided in Exhibit F. B. Container Sizes and Collection Options. Contractor shall provide sufficient containers of varying sizes and Collection options to all of the City's businesses to make business Recycling convenient and effective. Each account will require Recycling services with various containers and Collection options (e.g.. centralized Recycling areas around groups of business, Recyclable Materials Carts near trash locations or specific businesses, or Recyclable Materials Bins where space within a trash enclosure allows). Contractor shall offer smaller Recyclable Materials Bins and Carts to address space constraints and convenience at each site, and shall offer more frequent Collection than weekly as required by Generator to adequately service such containers. 5.03.4 CHRISTMAS RECYCLING SERVICES Contractor shall offer to Single Family Residences Collection of bundled and/or tied gift boxes, cards, and cardboard placed Curbside next to the recycling can on regularly scheduled pickup days for two consecutive weeks following the Christmas Day holiday each year. During those two consecutive weeks, Contractor will collect from each Single Family Residence up to two bundles; with each bundle limited in dimension to not exceed 2'W X 21 X 1'H (i.e., two (2) feet in length, by two (2) feet in width, by one (1) foot in height). 5.04 SINGLE-FAMILY RESIDENTIAL. ORGANIC MATERIALS WEEKLY SERVICE Contractor shall collect, transport, and deliver to a Composting Facility designated by City all Organic Materials from carts placed at the curb by Single -Family Residences. The Contractor shall provide scheduled weekly Collection service, which shall correspond with the Single -Family Residential Refuse Collection day. 5.04.1 MULTI -FAMILY RESIDENTIAL COMPLEX AND COMMERCIAL BUSINESS ORGANIC MATERIALS SERVICE Contractor shall provide Compostable Containers to all Multi -Family Residential Complexes (such as condominiums, mobile home parks and apartments) that can be serviced by Curbside Refuse and Recycling services and shall collect and transport to the Composting Facility designated by City all Organic Materials collected from Carts placed at the curb by each Occupant of such Multi -Family Residential Complex. No extra charge shall apply to such service. 29 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-BBFB-22FB1364CCDA Contractor shall, upon request of a Generator, provide Cart or Bin Compostable Containers to larger Multi -Family Residential Complexes and Commercial Businesses, and shall collect and transport to the Composting Facility designated by City all Organic Materials from Cans or Bins placed in the designated areas for such Multi -Family Residential Complexes and Commercial Businesses. Separate service fees may apply for Organic Materials Cart service. Contractor shall provide service as scheduled with Generator, but a minimum of once (1) a week Collection service. 5.04.2 CHRISTMAS TREE PICKUP Christmas trees shall be collected in one of three ways: (1) Cut up and placed in Organic Materials Containers on regular Collection day; (2) Collection from Debris Boxes at the City corporation yard (residential drop-off location); or (3) the Generator may pay a nonprofit organization designated by the City Council to collect the Christmas trees and bring them to the location designated by the City. Contractor shall supply a Roll -Off Container, to be placed at a location determined by the City, to provide a drop-off service for Christmas trees. The Roll -Off Container shall be serviced on a regular basis and the surrounding area kept free of any debris, by Contractor. Christmas trees shall be recycled in a manner to count as diversion by CalRecycle. Trees that are flocked and contain tinsel or other decorations shall be collected separately for Disposal. The Debris Box shall be delivered the following business day after Christmas (or another agreed upon date, by Contractor and City) and serviced until mid -January or in cooperation with the Zero Waste Sonoma Drop -Off Programs. 5.04.3 CURBSIDE CHRISTMAS TREE COLLECTION OPTION Contractor shall offer to Single -Family Residences and Multi -Family Residential Complex residents Curbside Collection of Christmas trees during a two- (2) week period as agreed upon and approved by the City. Christmas trees will be collected on the regular Collection day during the designated week. Additional street sweeping services may be scheduled following Christmas tree pickups to maintain cleanliness in affected areas. 5.05 SB 1383-RELATED SERVICES 5.05.1 THREE -CONTAINER ORGANIC WASTE COLLECTION SERVICES. A. Implementation. Contractor shall provide Organic Material collection service to all of its customers within City who are subscribed to and pay for Refuse Collection service, unless (i) the customer is not required under City's municipal code to subscribe for Organic Material Collection service, (ii) the customer qualifies for a State- or locally -issued waiver, or (iii) the customer refuses to accept such service. 30 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 5.05.2 CONTAINER COLORS AND PERMITTED MATERIALS. A. General Requirement. Contractor shall ensure that each Container that it newly purchases after January 1, 2022 and provides to a Service Recipient serviced under the Agreement conforms to the following color scheme: Gray Containers for collection of Refuse, Blue Containers for collection of Recyclable Materials, and Green Containers for collection of Organic Materials. In addition, Contractor shall ensure that all Containers it uses to provide such services to Service Recipients serviced under the Agreement conform to such color scheme by January 1, 2036. B. Specific Material Types. Contractor shall allow paper products and printing and writing paper, each as defined in the SB 1383 Regulations, to be placed in either the Blue Container or the Green Container. Carpet and textiles may not be placed in either the Blue Container or the Green Container. Contractor may require its customers to reduce the size of Organic Material so that it does not exceed four feet (4') in length or six inches (6") in diameter prior to collection in the Green Container 5.05.3 CONTAINER LABELS. A. General Requirement. Contractor shall ensure that each Container (or Container lid) that it newly purchases after January 1, 2022 and provides to a Service Recipient serviced under the Agreement shall be labeled or imprinted with language and/or graphics that clearly indicates the primary items accepted and the primary items that are Prohibited Container Contaminants for that Container type. Contractor may comply with this Section by using model labeling provided by CalRecycle. The Contractor shall also conduct periodic reviews of the Container labels to ensure the messaging remains current and accurately reflects any updates in accepted materials, regulations, or local conditions. These reviews shall occur at least once every three years, or sooner if there are significant changes in regulations or City requirements. Labels shall be updated accordingly to align with these changes, ensuring proper guidance to Service Recipients. The costs of any relabeling under this Section shall be allowable costs for which Contractor may recover in the Detailed Rate Review process. 5.05.4 ROUTE REVIEWS. A. General Requirement. At least once annually, Contractor shall conduct a Route Review for each Hauler Route. For each Route Review of a Hauler Route, Contractor shall inspect at least the following minimum number of Containers, but may inspect more if Contractor wishes. Each inspection shall involve lifting the Container lid and observing the contents, but shall not require Contractor to disturb the contents or open any bags. Contractor may select the Containers to be inspected at random, or (if mutually agreed with City) by any other method not prohibited under the SB 1383 Regulations. For the avoidance of doubt, Contractor shall not be required to annually inspect every Container on a Hauler Route. 31 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA Contractor shall include the results of each Route Review in its next regularly scheduled report to City, as required by Section 5.05.7. The City reserves the right to reasonably request additional details or modifications to the review guidelines as necessary to ensure a thorough understanding of compliance and to address any emerging compliance issues. Route Size (# accounts) Minimum Number of Containers Less than 1,500 25 1, 500-3, 999 30 4, 000-6, 999 35 7,000 or more 40 B. Notice of Contamination. If Contractor finds Prohibited Container Contaminants in a Container during a Route Review, Contractor shall notify the Service Recipient of the violation in writing. The written notice shall include details on the contamination, information on how to properly separate materials, and guidance on avoiding future violations. The notice may direct the Service Recipient to additional resources, such as a QR code or website, where more detailed information on proper waste separation can be accessed. The notice may be left on the Service Recipient's Container, gate, or door at the time the violation is discovered, and/or be mailed, e-mailed, electronically messaged or delivered personally to the Service Recipient. Contractor may dispose of the contents of any Container found to contain Prohibited Container Contaminants. The notice shall be provided in English and Spanish. 5.05.5 COMPLIANCE REVIEWS. A. General Requirement. At least once annually, Contractor shall review the records of its Commercial Business and Multi -Family Residential Complex customers in City that are subscribed for at least two (2) cubic yards per week of combined Refuse, Organic Material and Recyclable Materials service, to determine whether such customers are subscribed for Organic Material Collection service or have an applicable waiver. Contractor shall include the results of each compliance review in its next regularly scheduled report to City, as required by Section 5.05.7. 5.05.6 EDUCATION & OUTREACH. A. Starting the year that this Agreement takes effect, and annually thereafter, Contractor shall provide the following to all its customers under the Agreement in the form of an Annual Collection Service Notice in printed and electronic format: 1) Information on the Organic Material Service Recipient's requirements to properly separate materials in appropriate containers. 32 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 2) Information on methods for: the prevention of Organic Material generation, recycling Organic Material on -site, sending Organic Material to community composting, and any other local requirements regarding Organic Material. 3) Information regarding the methane reduction benefits of reducing the landfill disposal of Organic Material, and the methods of Organic Material recovery contemplated by the Agreement. 4) Information regarding how to recover Organic Material. 5) Information related to the public health and safety and environmental impacts associated with the landfill disposal of Organic Material. B. The above information will be provided, at a minimum, through print and/or electronic media, and may also be provided through workshops, meetings and/or on -site visits. C. Educational materials provided pursuant to the above shall be translated into Spanish. 5.05.7 REPORTING. A. Beginning the Effective Date, Contractor shall provide the following information to City as part of Contractor's regularly scheduled quarterly reports under Section 6.04 and 6.05 below B For information provided by Contractor pursuant to Section 5.05.6 above 1) Copies of all such information (including flyers, brochures, newsletters, invoice messaging, website and social media postings, emails, and other electronic messages). 2) The date the information was disseminated or the direct contact made. For website and social media postings, this shall be the date posted and relevant engagement metrics, such as views, likes, comments, shares, or other indicators of public interaction, where available. 3) To whom the information was disseminated or the direct contact made. For mass distributions such as mailings or bill inserts, Contractor may provide the type and number of accounts receiving the information, rather than listing each recipient individually. C For Route Reviews and Compliance Reviews: 1) The date the review was conducted. 33 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 2) The name and title of each person conducting the review. 3) A list of the account names and addresses covered by the review. 4) For Route Reviews, a description of each Hauler Route reviewed, including Contractor's route number and a description of the Hauler Route area. 5) For Route Reviews, the results of such review (i.e. the addresses where any Prohibited Container Contaminants were found). Contractor shall take and maintain date and timestamped photographs of sufficient quality to clearly show the contamination in the container. The photographs shall be made available for review by the owner of the address where the Prohibited Container Contaminants were found. 6) For Compliance Reviews, the results of such review (i.e. Contractor's findings as to whether the customers reviewed are subscribed for Organic Material Collection service, have an applicable waiver, or neither), and any relevant evidence supporting such findings (e.g. account records). 7) Copies of any educational materials issued pursuant to such reviews. D. Documentation relating to observed Prohibited Container Contaminants, whether observed during Route Reviews or otherwise: 1) Copies of the form of each notice issued to generators for Prohibited Container Contaminants, as well as, for each such form, a list of the Service Recipients to which such notice was issued, the date of issuance, the Service Recipient's name and service address, and the reason for issuance (if the form is used for multiple reasons). This information will also be provided monthly to Zero Waste Sonoma if City requests. 2) The number of times notices were issued to Service Recipients for Prohibited Container Contaminants. 3) The number of Containers where the contents were disposed due to observation of Prohibited Container Contaminants. E. A description of Contractor's process for determining the level of Container contamination under the Agreement. 34 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA 5.05.8 SECTION 18988.1 AND 18988.2 COMPLIANCE. A. Contractor hereby notifies City that Organic Materials collected pursuant to the Agreement is currently being delivered to one or more of the following facility(ies), either directly or after transfer at County facilities: Waste Management EarthCare Compost in Novato; Cold Creek Compost in Ukiah; West Contra Costa Landfill Composting Facility in Richmond. City hereby approves delivery of Organic Material to such facility(ies). Contractor shall comply with its obligations under this Agreement and the obligations that by operation of law are imposed upon it directly pursuant to Chapter 12 of the SB 1383 Regulations. (14 CCR 18988.1 and 18988.2.) 5.05.9 FUTURE CHANGES. A. The parties acknowledge that future changes to this Agreement may be desirable to assist the parties with their respective compliance obligations under the SB 1383 Regulations or subsequent amendments thereto or interpretations thereof. The parties agree to negotiate any such proposed changes in good faith. The foregoing shall not be deemed to limit either party's rights or remedies under this Agreement. 5.06 CONTAMINATION & OVERAGES For each instance of Overage or Excess Contamination, Contractor may collect the Container and charge the customer the Overage or Contamination fee, respectively, set forth on Exhibit O. For first-time overages or contamination, the Contractor shall provide the customer with educational materials or resources, including guidance on how to properly manage their waste to avoid future violations, before applying any fees. The written notice may be provided by U.S. Mail, email, or a tag left on the customer's Container. 5.07 HOUSEHOLD DRY CELL BATTERY RECYCLING PROGRAM Contractor shall provide the following Collection services for the City -sponsored household dry cell battery recycling program. Contractor shall collect household dry cell batteries from battery buckets at all City locations identified in Exhibit B. City staff shall notify Contractor when battery containers become full to request pickup. Contractor shall accommodate requests from City staff for routine and/or more frequent pickups. The Contractor will arrange for the transportation and Disposal of dry cell batteries at a facility authorized to manage Hazardous Waste such as the Zero Waste Sonoma Hazardous Waste facility located at the Sonoma County Central Disposal Site. Contractor will report annual battery Disposal, by weight, to CalRecycle. 35 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA 5.08 CITY FACILITIES AND EVENTS COLLECTION Contractor shall provide containers and Collection of Refuse, Recyclable Materials and Organic Materials to the City -owned facilities identified in Exhibit A, at the service levels specified in Exhibit A. Contractor shall also provide Collection of Refuse, Recycling Materials, and Organic Materials disposed of in the City -owned public waste receptacles identified in Exhibit A, at the service levels specified in Exhibit A. Contractor shall provide Refuse, Recycling Materials, and Organic Materials services for the City -sponsored special events identified in Exhibit C, at the service levels specified in Exhibit C. The services specified above shall be provided at no charge to the City, but the cost of providing such services shall be an allowable expense under Article 8 and Exhibit N. With prior written notice to Contractor, City may change the City -owned facilities and City -owned receptacles that receive no -charge service from Contractor (as identified on Exhibit A and Exhibit C), and/or may change the service levels (container volume, frequency of service, premium services, etc.) provided to each; provided, however, that the total cost of providing all services to City -owned facilities and City -owned receptacles, priced at the then -applicable Maximum Rates, shall not exceed one hundred and five percent (105%) of the cost of providing the services specified in Exhibit A and Exhibit C priced at the Maximum Rates specified in Exhibit O. Any services provided by Contractor to City -owned facilities or City -owned receptacles in excess of the City Services Cost Cap shall be charged for by Contractor at rates not exceeding the then -applicable Maximum Rates. If City wishes to modify the City -sponsored special events to which Contractor provides no -charge service, or the service levels at such events, Contractor shall negotiate in good faith to accommodate such request, provided that the modification does not increase the total cost to Contractor of providing services to City -sponsored special events. Any such modification shall be mutually agreed. Contractor shall also provide up to 45 portable toilets with handwashing stations and cart service to be used in City's parks and other City facilities on a schedule and frequency equivalent to the level of service provided by the Contractor for fiscal year 2023-2024, with details as agreed on between the City and Contractor. Service shall be provided as long as Recology continues to offer it. 5.09 REMOVAL OF HAZARDOUS WASTE If Contractor determines that material placed in any container for Collection is Hazardous Waste, Designated Waste, Infectious Waste, or other material that may not legally be disposed of at the Disposal Site or Processing Facility or presents a hazard to 36 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA the Contractor's employees, the Contractor shall have the right to refuse to accept such material. The Generator shall be contacted by the Contractor and requested to arrange proper Disposal. If the Generator cannot be reached immediately, the Contractor shall, prior to leaving the Premises, leave a tag at least 2" x 6" which lists the phone number for the Zero Waste Sonoma Household Hazardous Waste Program, indicating the reason for refusing to collect the material. If the material could result in imminent danger to people or property, the Contractor shall notify the Rohnert Park Department of Public Safety using the "911" emergency number as soon as possible. The Contractor shall notify the City of any such material left at any Premises for 14 days or more. If the material is delivered to the Disposal Site or a Processing Facility before its presence is detected and the Generator cannot be identified or fails to remove the material after being requested to do so, the Contractor shall arrange for its proper Disposal. The Contractor may make a good faith effort to recover the cost of Disposal from the Generator, and the cost of this effort, as well as the cost of Disposal shall be chargeable to the Generator. The Contractor shall be entitled to include the costs incurred under this Section as an operating expense for purposes of compensation under Article 8 and shall include all sums recovered by it from Generators as "Other Income." 5.10 TRANSPORTATION OF REFUSE, RECYCLABLE MATERIALS AND ORGANIC MATERIALS Contractor shall transport all Refuse, Recyclable Materials and Organic Materials collected under this Agreement to the Disposal and Processing Facilities designated by the City. Contractor shall maintain accurate records of the quantities of Refuse, Recyclable Materials, and Organic Materials transported to the Disposal Site, Processing Facility, or Composting Facility and will cooperate with City in any audits, reporting or investigations of such quantities. Contractor shall cooperate with the operator of the Disposal Site and Processing Facilities with regard to operations therein, including, for example, complying with directions from the operator to unload Collection vehicles in designated sorting or Disposal areas, to participate in diversion and Recycling programs to allow load checking, to properly handle Hazardous Waste, accommodating maintenance operations and construction of new facilities, and cooperating with its Hazardous Waste Exclusion Program. 5.11 DISPOSAL AND PROCESSING FACILITIES Contractor shall dispose of all Refuse collected under this Agreement at the Disposal Site designated by City. Unless and until City designates a different Disposal Site in writing, the Disposal Site shall be the Sonoma County Central Disposal Site. Contractor shall Process all Organic Materials collected under this Agreement at the Composting Facilities designated by City. Unless and until City designates different Composting Facilities in writing, the Composting Facilities shall be the facilities specified in Section 5.05.8. 37 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA Contractor shall Process all Recyclable Materials collected under this Agreement at Contractor's Recyclable Materials Processing Facility on Standish Avenue in Santa Rosa. The City reserves the right to designate an alternate Processing Facility in writing, and in such cases, the Contractor shall comply with the designation. Use of a different facility for Processing of Recyclable Materials shall require the mutual agreement of City and Contractor only in emergency circumstances (e.g. unavailability of Contractor's facility due to fire, earthquake, etc.). The preceding sentence shall govern over any conflicting provisions of this Agreement. In accordance with Section 2.1 of the Waste Delivery Agreement, Contractor shall deliver all Committed City Waste, as defined in the Waste Delivery Agreement, to Republic Services of Sonoma County, Inc. and County of Sonoma facilities for the term of the Waste Delivery Agreement. If the City designates a different Disposal Site or Organic Materials Processing Facility, or if Contractor is required to use a different Disposal Site, Organic Materials Processing Facility, or Recyclable Materials Processing Facility due to the unavailability of the previously designated facility (e.g. due to fire, earthquake, closure, etc), the City shall retain the flexibility to renegotiate terms, including rate adjustments, based on a fair assessment of the change in Transportation costs, Processing, or Disposal costs, without automatically tying rate adjustments to the Maximum Rate adjustment formula in Exhibit N. In the event of a designation by City, Contractor shall not be required to use the new facility until the associated Maximum Rate adjustment has taken effect. In the event of unavailability of a previously designated facility, the parties shall use best efforts to implement the associated Maximum Rate adjustment as soon as reasonably possible. 5.12 COLLECTION STANDARDS 5.12.1 CARE OF PRIVATE PROPERTY Contractor shall use due care when handling Refuse, Recyclable Materials, and Organic Materials Containers. Containers shall not be thrown from trucks, roughly handled, damaged or broken. Containers shall be returned to the Collection point upright, with lids properly secured The City may levy liquidated damages for repeat occurrences in accordance with Article 11.05 of this Agreement, provided that violations are verifiable through credible evidence, such as direct observation, surveillance footage, or other reasonable forms of verification. Contractor shall ensure that its employees close, and relock if applicable, all gates opened by them in making Collections, unless otherwise directed by the Generator, and avoid crossing landscaped areas and climbing or jumping over hedges and fences. This paragraph particularly applies for any backyard/side-yard service provided by Contractor. City shall refer Complaints about damage to private property to Contractor. Contractor shall repair all damage to private property caused by its employees' negligence or willful misconduct, including but not limited to driveways and roads damaged by Contractor's trucks. 38 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA 5.12.2 LITTER ABATEMENT A. Minimization of Spills. Contractor shall use due care to prevent Refuse, Recyclable Materials, and Organic Materials from being spilled or scattered during the Collection or Transportation process. In the event that any Refuse, Recyclable Materials, or Organic Materials are spilled during Collection, the Contractor shall immediately and thoroughly clean up all spilled materials. Contractor shall not transfer loads from one vehicle to another on any public street, unless it is necessary to do so because of mechanical failure, hot load (combustion of material in the truck), accidental damage to a vehicle, or unless approved by the City. B. Cleanup. During Collection, the Contractor shall clean up minor amounts of non -hazardous litter in the immediate vicinity of any Refuse, Recyclable Materials, or Organic Materials storage area (including the areas where Collection Bins and Roll -Off Containers are delivered for Collection) whether or not Contractor has caused the litter. Each Collection vehicle shall carry a broom and shovel at all times for the purpose of cleaning litter. Cat litter shall be used for liquid spill cleanups. For the purpose of this Section 5.12.2B, non -hazardous litter shall be considered a minor amount if it appears to have been intended to be included in, or spilled from, the relevant Container to be collected by the Contractor. The Contractor shall discuss instances of repeated litter or large volumes of material not caused by Contractor, directly with the Generator responsible, and shall report such instances to City. The Contractor shall propose modifications to Containers used by a Service Recipient in an effort to eliminate future litter concerns. In situations where the Contractor has already attempted to do so without success, the City shall attempt to rectify such situations with the Generator. Contractor is not responsible for cleaning up large volumes of material that are generated at Premises not served by the Contractor. C. Covering of Loads. Contractor shall cover all open Debris Boxes at pick- up location prior to transport to the Disposal Site. 5.12.3 HOURS OF COLLECTION Scheduled Collection of Refuse, Recyclable Materials, and Organic Materials in residential areas may occur only between the hours of 6:00 a.m. and 6:00 p.m., and in commercial areas, only between the hours of 4:00 a.m. and 6:00 p.m. Commercial customers adjacent to residential structures or areas shall not be serviced prior to 6:00 a.m. Should City receive what is in its sole opinion sufficient Complaints from residential customers regarding the 6:00 a.m. start time, City may direct Contractor to schedule Collection from residential areas commencing at 6:30 a.m., and Contractor shall comply with City's direction within five (5) business days. 39 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46132-8I31`13-22F61364CCDA 5.12.4 NOISE All Collection operations shall be conducted as quietly as possible and shall conform to applicable federal, state, county and City noise level regulations, including the requirement that the noise level during the stationary compaction process not exceed seventy-five (75) decibels at a distance of twenty-five (25) feet at a height of five (5) feet from the Collection vehicle. The City may conduct random checks of noise emission levels to ensure such compliance. The only exception to this noise rule is for back-up buzzers on the trucks that may exceed the 75 decibels at a distance of 25 feet. All Collection vehicles shall comply with U.S. Environmental Protection Agency (EPA) noise emission regulations and other applicable noise control regulations. Contractor shall, within two (2) working days, resolve any Complaints of excessive noise to the satisfaction of the City. 5.12.5 HOLIDAY COLLECTION SCHEDULE During the week of the holidays shown on Exhibit H, Collection shall be delayed by one day following the holiday except when the holiday falls on a Saturday or Sunday. The Contractor shall provide at least a two- (2) week notice to all customers regarding the holiday week schedule changes. Contractor shall publish and distribute a holiday schedule to all Generators at least annually. 5.12.6 PERMANENT CHANGES IN SINGLE-FAMILY SERVICE DAYS The Collection day for Single -Family customers may change with prior written approval from the City. Once approved, Single -Family customers shall be notified four (4) weeks prior to any schedule changes to Refuse, Recycling, and Organic Materials services. A reminder notice to all affected customers shall be sent during the week prior to the change. Contractor will not permit any customer to go more than seven (7) days without service in connection with a Collection schedule change. 5.12.7 REVIEW OF PLANS SUBMITTED TO BUILDING DIVISION Upon request of City's Building Official, Contractor shall review building and development plans submitted to the Building Division and provide comments on whether Contractor has adequate access to trash enclosures and whether trash enclosures are big enough to accommodate the expected number and size of containers required for the property. Contractor shall provide any comments it may have no later than five (5) business days from the original receipt of plans from the City. The review shall be conducted by Contractor's Operations Manager or District Manager. It is understood that Contractor is not an architect or design professional. 5.13 VEHICLES 5.13.1 GENERAL Contractor shall provide a fleet of Collection vehicles sufficient in number and capacity to efficiently perform the work required by the Agreement in strict accordance with its terms. Contractor shall have available sufficient back-up vehicles for each type of 40 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA Collection vehicle used (i.e., side loader, front loader, and roll -off to respond to Complaints and emergencies). All costs for vehicles used solely to service the City shall be tracked by vehicle number, and records retained for the duration of this Agreement. 5.13.2 SPECIFICATIONS All equipment used by Contractor in the performance of services under this Agreement must be of a high quality and meet all Federal, State, and local regulations and air quality standards, including all applicable provisions of the Bay Area Air Quality Management District. Collection vehicles must be designed and operated so as to prevent Collected materials from escaping from the vehicles. Hoppers must be closed on top and on all sides with screening material to prevent Collected materials from leaking, blowing, or falling from the vehicles. All trucks and Containers must be watertight and must be operated so that liquids do not spill during Collection or in transit. During the Term, to the extent required by law, Contractor shall provide its vehicles to be in full compliance with Applicable Law, including but not limited to State and federal clean air requirements (including, but not limited to, the California Air Resources Board Diesel Particulate Matter Control Measures contained in California Code of Regulations, Title 13, Sections 2020 etseq.), the Federal EPA's Highway Diesel Fuel Sulfur regulations and all other applicable air pollution control laws. Contractor must use Collection Vehicles as listed in equipment records maintained in accordance with Section 6.03.6 and may not use any Collection Vehicle that is more than ten (10) years old during the Term of the Agreement 5.13.3 VEHICLE IDENTIFICATION Contractor's name, local telephone number, and a unique vehicle identification number for each vehicle shall be prominently displayed on all vehicles, in letters and numbers no less than two and one-half (2 1/2) inches high. The identification numbers shall be visible on both sides and the back of each vehicle. Contractor shall not place the City's logo on its vehicles. Contractor shall not use vehicles identified for use in Rohnert Park in another jurisdiction without prior approval from the City. 5.13.4 INVENTORY A. Contractor shall furnish sufficient equipment to provide all service required under this Agreement. Upon request, Contractor shall furnish the City a written inventory of all vehicles, including Collection vehicles, used in providing service, and shall update the inventory whenever there is a change in vehicles used for City services, but at a minimum annually. The inventory shall list all vehicles by manufacturer and model year: all equipment by ID number, date of acquisition, type, capacity and depreciable life. 41 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E1 43-46B2-8BFB-22FB1 364CCDA 5.13.5 CLEANING AND MAINTENANCE A. General. Contractor shall maintain all of its properties, facilities, and equipment used in providing service under this Agreement in a safe, neat, clean, and operable condition at all times. B. Cleaning. Vehicles used in the Collection of Refuse, Recyclable Materials, and Organic Materials shall be thoroughly washed and thoroughly steam cleaned on a minimum of one (1) time per week or more frequently if necessary so as to present a clean appearance of both the exterior and interior compartment of the vehicle. City may inspect vehicles at any time to determine compliance with sanitation requirements. Contractor shall make vehicles available to any state or federal agency requesting an inspection, at any frequency it requests. C. Maintenance. Contractor shall: (i) inspect each vehicle daily to ensure that all equipment is operating properly and vehicles that are not operating properly shall be taken out of service until they are repaired and do operate properly; and (ii) perform all scheduled maintenance functions in accordance with the manufacturer's specifications and schedule. Contractor shall keep accurate records of all vehicle maintenance, recorded according to date and mileage, and shall make such records available to the City upon request. D. Repairs. Contractor shall repair, or arrange for the repair of, all of its vehicles and equipment for which repairs are needed because of accident, breakdown, or any other cause so as to maintain all equipment in a safe and operable condition. If an item of repair is covered by a warranty, Contractor shall obtain warranty performance. Contractor shall maintain accurate records of repair, which shall include the date/mileage, nature of repair, and the signature of a maintenance supervisor that the repair has been properly performed, and shall make such records available to the City upon request. E. Storage. Contractor shall arrange to store all vehicles and other equipment in safe and secure location(s) in accordance with City's applicable zoning regulations. 5.13.6 OPERATION Vehicles shall be operated in compliance with the California Vehicle Code, and all applicable safety and local ordinances. Contractor shall not load vehicles in excess of the manufacturer's recommendations or limitations imposed by state or local weight restrictions on vehicles. Contractor shall have the right to refuse unsafe loads and/or loads containing illegal materials. 5.13.7 VEHICLE LOCATIONS To assist City in verifying the services provided by Contractor when customer service issues arise, Contractor shall, within one (1) business day of City's request, provide City with the location of any of Contractor's collection or street sweeping vehicles 42 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA that is equipped with a GPS vehicle tracker, provided that such location information is stored and easily accessible in Contractor's systems. The location information provided shall include a date and time stamp for each relevant GPS record. To the extent that Contractor provides automated notices to Service Recipients regarding any modification in a schedule of services provided under this Agreement, the Contractor shall provide a concurrent notice to the City. Contractor must use Collection Vehicles fitted with GPS tracking devices that can be used to record start and stop times, vehicle locations, and maximum speed. Collection Vehicles must also be fitted with cameras that are programmed to take photos, date and location stamped, to document violations, including contamination, overfilling, and lids not closed. GPS and camera data must be made available to City upon request. Failure of Contractor to make data or information available to City within fifteen (15) Workdays of a request may result in assessment of Liquidated Damages as specified in Exhibit G. 5.13.8 ZERO EMISSION VEHICLE TECHNOLOGY TRANSITION. City and Contractor shall proactively take such steps as are necessary to evaluate the feasibility of a transition of the Contractor's Collection Vehicles to reliance on electricity or other zero emission technologies as a fuel source. Contractor and City acknowledge and agree that Contractor is required to comply with the Advanced Clean Fleets regulation adopted by the California Air Resources Board ("ACF"), that Contractor shall satisfy its obligations under ACF through compliance with the ACF milestone approach (which may require Contractor to replace a substantial percentage of its fleet with zero emissions vehicle during the term of this Agreement), and that Contractor's costs of complying with the milestone approach are allowable costs for which Contractor is entitled to recover through an adjustment to the Maximum Rates. As such, Contractor's application to adjust Maximum Rates (under Sections 8.03 or 8.04) may include allowable costs of any new zero emission vehicle lease cost (net of lease cost of any replaced vehicles), plus the proportionate costs of infrastructure to support such zero emission vehicles serving the City forecasted to be incurred by Contractor during the year for which years are being set using this RRI Adjustment methodology. The adjustment under this paragraph shall be over and above the RRI Adjustment set forth herein if such costs are incurred in a year where rates are not being adjusted pursuant to a Detailed Rate Review and for the avoidance of doubt, such costs shall be treated as allowable costs pursuant to the Detailed Rate Review methodology. The City and Contractor shall, no less than annually, confer on the degree to which it is technologically and economically feasible to transition some or all Collection Vehicles to electricity or other zero emission technology prior to when Contractor is required to under Advanced Clean Fleets. In determining whether it is economically feasible to transition Collection Vehicles per this Section, the City and Contractor shall review and evaluate Contractor's current and historical finances and profitability, based on the data provided in previous rate applications submitted and by Contractor. Upon mutual written agreement between the parties to transition one or more vehicles to zero emissions vehicle prior to the date required by ACF, Contractor may proceed to purchase and operate such vehicles on a schedule mutually agreed to by Contractor and City. 43 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA Any such mutual written agreement will address changes in Contractor's Compensation and an extension of the Term of this Agreement that would enable Contractor to recover costs plus an operating ratio for the vehicle purchase and any related infrastructure investments. Similarly, any such mutual written agreement will address Contractor's Compensation for construction of an electric charging or other fueling station. Contractor will coordinate with the City in finding or constructing a suitable charging or other fueling station for Contractor's electric or other zero emission Collection Vehicles. 5.13.9 COLLECTION VEHICLE SIZE LIMITATIONS / OVERWEIGHT VEHICLE CHARGE. Contractor may not use any Collection Vehicle in violation of weight limitations in Applicable Law, including any weight limitation placed on any public roadway or alley as adopted and posted by City. The Contractor may exceed the Collection Vehicle size limitation for a limited time due to extraordinary circumstances or conditions with the prior written consent of the Agreement Administrator. The limited time may not exceed 120 days. Contractor must report all instances of overweight vehicles to City as part of its annual reporting. Contractor may be assessed Liquidated Damages as specified in Exhibit G as a result of exceeding an overweight vehicle rate of five percent (5.00%) in any Calendar Year during the Term of the Agreement. The overweight vehicle rate will be calculated as the total number of overweight Collection Vehicle instances during the Calendar Year divided by the total number of Collection Vehicle loads transported during the Calendar Year. Prior to collecting Administrative Charges and Penalties for overweight vehicles, the City shall afford Contractor a reasonable opportunity to provide the Agreement Administrator with documentation of the extraordinary circumstance that caused the overweight vehicles. Extraordinary circumstances in this case may include, but are not limited to, heavy rains or high winds that caused excess Green Waste to be generated, rain to accumulate in open Collection Containers, or normal Collection routes to be delayed or shortened due to extreme weather conditions. The Agreement Administrator shall have authority to consider Contractor's documentation and uphold and collect the assessed charge, to reduce the charge, or to waive and dismiss the charge. The Agreement Administrator shall also have the authority to waive charges in advance of an anticipated, or in response to an actual, emergency event. 5.13.10 VEHICLE SIGNAGE AND PAINTING. Collection Vehicles must be painted and numbered without repetition and must have Contractor's name, Contractor's customer service telephone number, and the number of the vehicle painted in letters of contrasting color, at least four (4) inches high, on each side and the rear of each vehicle. No advertising is permitted other than the name of Contractor, its logo, and its registered service marks, except for promotional advertisement of the Recyclable Materials and Organic Waste programs, which is encouraged. City is to approve any promotional material of the Recyclable Materials and Organic Waste affixed to or painted on Contractor's Collection Vehicles and may require such promotion to be utilized from time to time to encourage correct Recycling, reduce contamination, and provide relevant education. Contractor must repaint all vehicles (including vehicles striping) during 44 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA the Term of this Agreement on a frequency as necessary to maintain a positive public image, as reasonably determined by the Agreement Administrator, but not less often than once every five years. 5.14 CONTAINERS 5.14.1 GENERAL All Carts, Bins, and Roll -Off Containers shall be provided to customers as part of services provided by Contractor. Upon termination of the Agreement, the City reserves the right to take ownership of all Contractor -owned Carts in service with Service Recipients, or to request Contractor to collect some or all of the Carts. In addition, City shall have the right to purchase all Contractor -owned Bins and Roll -Off Containers in service with Service Recipients, in as-is/where-is condition. The purchase price for each such Bin or Roll -Off Container shall be based on a fair market valuation, taking into account the age, condition, and depreciation of the units. If a fair market valuation cannot be mutually agreed upon, the purchase price for each such Bin or Roll -Off Container shall equal fifty percent (50%) of the average new price, based on the average price from three (3) manufacturers at the time of the termination. Such prices shall be calculated to include transportation from the manufacturer to the Contractor's closest service yard, but shall exclude sales or use taxes. Contractor shall provide containers for storage of Refuse, Recyclable Materials, and Organic Materials, which shall be designed and constructed to be watertight and prevent the leakage of liquids. All containers with a capacity of one cubic yard or more shall meet applicable federal regulations on Refuse Bin safety and be covered with attached lids, except that Debris Boxes may be tarped. All containers shall be painted standard colors and Bins and Debris Boxes shall prominently display the name and telephone number of the Contractor. 5.14.2 REFUSE CART CONTAINERS A. Single Family Residential Refuse Cart Service. Contractor shall supply each Single Family Residence with a choice of one (1) 20-, 32-, 64-, or 96-gallon (or equivalent size) Cart for the Collection of Refuse. Single -Family Residences may receive multiple Refuse Carts for an additional fee. B. Multi -Family Residential Complexes Refuse Cart Service. Contractor shall supply each Multi -Family Residential Complex resident with a choice of one (1) 20-, 32-, 64-, or 96-gallon (or equivalent size) Cart for the Collection of Refuse. Multi -Family Residents may receive multiple Refuse Carts for an additional fee. C. Small Commercial Generator Cart Service. Contractor shall supply each Small Commercial Generator with a choice of one (1) 32-, 64- or 96-gallon Cart (or equivalent size) for the Collection of Refuse, upon request. Small Commercial Generators may receive multiple Refuse Carts for an additional fee. 45 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA 5.14.3 REFUSE BIN CONTAINERS Contractor shall supply each Bin Service Generator with a choice of size (1 to 6 yard) and number of Bins for the Collection of Refuse. Large quantity Generators shall be offered the option of selecting a Roll -Off Container for Collection of Refuse (for permanent Refuse service only). 5.14.4 RECYCLING CONTAINERS A. Single -Family Residential Recycling Cart Service. Contractor shall supply each Single -Family Residence with a choice of one (1) or two (2) 96-gallon (or equivalent size) Carts for the Collection of Single Stream Recyclable Materials in one Cart. Single -Family Residences may receive the second Recyclables Cart at no additional fee, with any further Carts available for an additional charge, detailed in Exhibit O. B. Multi -Family And Commercial Recyclables Containers. Contractor shall provide Multi -Family Residential Complexes and Commercial Businesses with sufficient Container volume to handle the average weekly volume of Recyclable Materials they generate (up to a maximum of two (2) times their regular subscribed -for Container volume for Refuse service), at no additional charge beyond the charge for Refuse service. Multi -Family Residential Complexes and Commercial Businesses may receive additional Recyclable Materials Containers for an additional fee. 5.14.5 ORGANIC MATERIALS CART SERVICE CONTAINERS A. Single -Family Residential Organic Materials Cart Service. Contractor shall supply each Single -Family Residence with one (1) or two (2) 96-gallon Carts (or equivalent size) for the Collection of Organic Materials. Single -Family Residences may receive the second Organics Cart at no additional fee, with any further Organics Carts available for an additional charge. B. Multi -Family And Commercial Organics Containers. Contractor shall provide Multi -Family Residential Complexes and Commercial Businesses with sufficient Container volume to handle the average weekly volume of Organic Material they generate (up to a maximum of two (2) times their regular subscribed - for Container volume for Refuse service), at no additional charge beyond the charge for Refuse service. Multi -Family Residential Complexes and Commercial Businesses may receive additional Organic Material Containers for an additional fee. 5.14.6 CLEANING, PAINTING, MAINTENANCE Contractor shall steam clean container upon individual customer request up to once annually at no charge. Contractor shall offer additional steam cleaning for a fee 46 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 5.14.7 REPAIR AND REPLACEMENT A. Bin and Roll -Off Container Repair and Replacement. Contractor shall repair or replace all containers damaged by Collection operations within a one (1) week period. All replacement Bins and Roll -Off Containers shall be of high quality, meaning they must be new or in like -new condition to ensure durability and reliability for Service Recipients. B. Cart Repair and Replacement. Contractor shall replace, not more than once per year without charge, Carts that have been stolen or damaged. Additional replacement Carts shall be charged to the customer at a rate approved by the City in writing. Contractor shall deliver replacement Carts to the customer within four (4) business days of the customer's request. All replacement Carts shall be of high quality, meaning they must be new or in like -new condition to ensure durability and reliability. 5.14.8 COMPACTOR SERVICE Contractor shall service Compactors owned or leased by Service Recipients at rates not exceeding the then -applicable Maximum Rates for Compactor service, provided that each Compactor is compatible with Contractor's equipment. Contractor shall not be required to sell, lease or otherwise provide Compactors to Service Recipients, or to repair or maintain Compactors, but may do so if it wishes, at rates to be mutually agreed with the Service Recipient. If a Service Recipient has subscribed for non -Compactor service for one or more Containers, but Contractor reasonably believes that the Service Recipient is using a Compactor to compact the material in the Container(s), then Contractor may charge the Service Recipient for collection of the Container(s) at the then -applicable Compactor rates, to compensate Contractor for the increased weight of the material in the Container(s) due to compaction. 5.15 EDUCATION AND RECYCLING/RE-USE SUPPORT Throughout the Term of the Agreement, Contractor will work both independently and with City staff to develop and implement effective recycling and reuse programs, produce and distribute useful educational materials that incorporates Zero Waste goals, perform public outreach, and partner with organizations that conduct recycle/re-use drop- off events. The Contractor shall implement the Diversion Plan described in Section 4.05.1. 5.15.1 NEW CUSTOMER Contractor shall deliver Carts to new customers within four (4) business days of the customer subscribing for service. Contractor shall provide an information packet for new customers. Materials printed and distributed shall contain the highest levels of recycled content, with a minimum of 30 percent post -consumer content, in alignment with SB 1383 requirements for printing and writing papers. Upon City request, Contractor shall provide documentation of paper procurement within ten (10) days. Contractor shall include the following items, where applicable, in the packet to new customers: 47 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA An initial mailing describing the specific Collection day and holiday service schedule. A "how to" brochure explaining the overall Recyclable and Organic Materials programs and the materials to be collected. The most recent semi-annual newsletter. 5.15.2 CONTINUING EDUCATIONAL ACTIVITIES Throughout the term of this Agreement Contractor shall provide information to Single -Family Residences, Multi -Family Residential Complexes and Commercial Businesses through media including, but not limited to, newsletters, utility billing inserts, flyers, door hangers, notification tags and direct contact. At the request of City staff, Contractor shall generate educational articles for publication in the Community Voice. The Contractor shall conduct the following activities on a quarterly, semi-annual, annual and/or "as needed" basis through the Term of the contract: A. SINGLE FAMILY RESIDENTIAL CUSTOMERS • A semi-annual newsletter to be distributed to all residents promoting and explaining the programs and including Recycling education materials. • A corrective actions notice for use in instances where the resident sets out inappropriate materials. • Semi-annual distribution of non -program related information on source reduction, re -use and Recycling (e.g., junk mail reduction, Household Hazardous Waste events, grass cycling, composting, etc.). B. MULTI -FAMILY RESIDENTIAL COMPLEX CUSTOMERS • A semi-annual newsletter to be distributed to all residents promoting and explaining the programs and including Recycling education materials. • Semi-annual utility Billings insert promoting and explaining the community cleanup events. • A corrective actions notice for use in instances where tenants set out inappropriate materials shall be provided to the manager or Owner. • Semi-annual distribution of non -program related information on source reduction, reuse and Recycling (e.g., junk mail reduction, Household Hazardous Waste events, grass cycling, composting, etc.). C. COMMERCIAL BUSINESS CUSTOMERS • Semi-annual printing and distribution of educational materials targeting commercial waste streams (e.g. office paper, other paper and cardboard). • Printing and maintaining clear container labels describing the contents that shall be placed in the Recycling Bin. • Contractor shall annually attend a minimum of four (4) business association groups (e.g., Chamber of Commerce and other such organizations) to 48 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46132-8131`13-22F131364CCDA educate businesses on the Recycling programs, answer questions, and provide information for signing businesses up for services. Contractor shall provide a semi-annual newsletter to be distributed to all businesses promoting and explaining the programs. The newsletter shall be reviewed and approved by City staff. Contractor shall provide a corrective action notice for use in instances where the business includes inappropriate materials, has contamination of Recyclables, or has inadequate Refuse or Recycling services (e.g., overflow or excessive debris). D CITY'S SUPPLEMENTAL EDUCATION Annually, the City and Contractor will agree on one or more supplemental education programs that target large Generators of waste. For example, supplemental programs may include, but not be limited to, augmenting source reduction and Recycling practices among those Generators known to contribute significant levels of divertible materials to landfills or Generators known to contaminate Refuse, Organic Materials, and/or Recyclable Materials. Each program shall include a defined evaluation procedure that outlines the key performance indicators (KPls) to be tracked, such as diversion rates, participation levels, and contamination reduction metrics. The Contractor and City will review these metrics to assess the success of the programs and make recommendations for adjustments or improvements. Contractor shall report progress, problems encountered, actions taken, evaluation procedures, and recommendations for future actions quarterly. Contractor shall propose ads to City 60 days prior to placing in the Community Voice for Christmas Tree Collection Services, Christmas Recycling Services, the annual E-waste Event and other events as requested by City. At the request of City staff, Contractor shall generate 2- 3 brief educational articles for publication in the Community Voice (e.g., Composting leaves in the fall, proper Disposal of medications). The content for these articles may be taken directly from Contractor's bi-annual newsletter if previously published and approved by the City. 5.15.3 RECYCLING VISITS AND EDUCATION The Contractor shall provide a qualified Recycling Specialist to conduct site visits and provide outreach and education in support of meeting Franchise and CalRecycle Diversion requirements and to meet State mandates associated with Applicable Law and all amendments and related subsequent legislation. The Specialist will provide Recycling education to Commercial Businesses, Multi -Family Residential Complexes, and Single - Family Residences. The Recycling Specialist shall devote a minimum of thirty (30) hours per week solely to the City throughout the term of the contract. City may request monthly meetings with Contractor to discuss problems or issues such as Collection or Recycling programs, Billing or Service Recipient service issues, and day-to-day operations. 49 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA The Recycling Specialist shall work with Commercial Businesses to encourage Recycling services. A minimum of 100 of the commercial Generators, including all new accounts, in the City shall be visited annually to receive one-on-one education about Recycling and assistance with implementing some type of Recycling program, such that each Commercial business in the City receives an on -site visit at least once every five (5) years. Visits shall include, but not be limited to, waste diversion and source reduction analysis; research of markets for specialized materials generated by the Commercial Generator; as well as assistance in internal Collection and training efforts. The goal is to reduce waste and increase Recycling. In subsequent years, businesses previously visited will require follow-up visits by Contractor to determine if any improvements on current or additional diversion programs are necessary. Quarterly reports shall include, at a minimum, the location, date, and number of visits conducted, types of educational activities performed, measurable outcomes such as improvements in recycling rates, and any challenges or issues encountered. Reports shall be reviewed by City staff, with feedback provided to the Contractor as needed. Targeted businesses will be determined by Contractor in coordination with City staff each year. The Recycling Specialist shall also work with Multi -Family Residential Complexes to encourage Recycling services. The Recycling Specialist shall assist multi -family building Managers, Owners or Homeowner Associations in adding or changing services; they shall provide one-on-one education about Recycling, offer assistance with implementing or enhancing Recycling programs, and shall work with complexes to ensure that their residents are aware of, and may participate in, the Community Clean-up Events and Christmas Tree Pick-up Program. A minimum of 100 Multi -Family Residential Complexes shall be visited annually. The Recycling Specialist shall collaborate with local schools to organize recycling workshops or presentations aimed at educating students on sustainable waste reduction and recycling practices. These efforts will be included in the quarterly reporting to measure their impact on student and community engagement. Direct educational contact with businesses, employees, property managers and tenants is the first priority for the use of required time. The Recycling Specialist activities shall also include, but are not limited to, speaking at Chamber of Commerce events, attending community events, offering Recycling education in the schools, and conducting Recycling training classes throughout the year. 5.15.4 ANNUAL E-WASTE EVENT Contractor shall organize and manage an annual E-Waste event with a certified E- waste recycler. Contractor's responsibilities shall include, but not be limited to: (a) initiating contact with a certified E-waste recycler; (b) establishing a date and time for the event that is acceptable to both the City and certified E-waste recycler; (c) working with City staff to secure a location for the event; (d) working with certified E-waste recycler to secure adequate staffing and transportation of E-waste; and (e) coordinating all activities 50 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46132-8131`13-22F131364CCDA throughout the event to ensure its success. Contractor shall be responsible for ensuring that the total number of pounds collected at the event is reported to the City within 60 days of the event. 5.15.5 SECTION NOT USED 5.15.6 ORGANIC MATERIALS SPECIFICATIONS Contractor shall print a sufficient number of flyers to distribute to each new customer and make the information available digitally through the contractor's website, email campaigns, and social media platforms, ensuring broader access and convenience for customers. Contractor shall instruct Single -Family Residences, Multi -Family Residential Complexes, and Commercial Businesses as to any necessary preparation and description of acceptable Organic Materials. Organic Materials Specifications shall be published in the Contractor's bi-annual newsletter. 5.15.7 RECYCLABLE MATERIALS SPECIFICATION'S Contractor shall print a sufficient number of flyers to distribute to each new customer and make the information available digitally through the contractor's website, email campaigns, and social media platforms, ensuring broader access and convenience for customers. Contractor shall inform Single -Family Residences, Multi- Family Residential Complexes, and Commercial Businesses as to any contaminants in the Recyclables and describe the acceptable materials that can be included in the Recyclable Materials Containers, by placing notices on containers. Recyclable Materials Specifications shall be published in the Contractor's bi-annual newsletter. 5.15.8 CHRISTMAS TREE COLLECTIONS Contractor shall notify all service recipients in writing of the dates, time, and places of all Christmas tree Collections. Written notification shall be in the form of an ad placed in the Community Voice. Additionally, the contractor shall notify service recipients through multiple channels, including email, social media, and the contractor's website, to ensure broad communication and awareness. In addition to Christmas Tree Collections, Contractor shall incorporate information about Christmas Recycling Services into the ad (i.e., 5.03.4 Christmas Recycling Services). The ad shall be published one week prior to the Christmas Day holiday. 5.16 PERSONNEL 5.16.1 GENERAL Contractor shall furnish such qualified drivers, mechanical, supervisory, customer service, clerical, and other personnel as may be necessary to provide the services required by this Agreement in a safe and efficient manner. 51 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 5.16.2 DRIVER QUALIFICATIONS All drivers shall be trained and qualified in the operation of waste Collection vehicles and must have in effect a valid license, of the appropriate class, issued by the California Department of Motor Vehicles. 5.16.3 SAFETY TRAINING Contractor shall provide suitable operational and safety training for all of its employees who utilize or operate vehicles or equipment for Collection of Refuse, Recyclable Materials, or Organic Materials or who are otherwise directly involved in such Collection. Contractor shall train its employees involved in Collection to identify, and not to collect, Designated Waste, Hazardous Waste, or Infectious Waste. 5.16.4 NO GRATUITIES Contractor shall not permit its employees to demand or solicit, directly or indirectly, any additional compensation or gratuity from members of the public for the Collection of Refuse, Recyclable Materials and Organic Materials under this Agreement. 5.16.5 EMPLOYEE CONDUCT AND COURTESY Contractor shall use its best efforts to assure that all employees present a neat appearance and conduct themselves in a courteous manner. Contractor shall regularly train its employees in customer courtesy, shall prohibit the use of loud or profane language, and shall instruct Collection crews to perform the work as quietly as possible. If any employee is found not to be courteous, to be driving in a dangerous or reckless manner, or not to be performing services in the manner required by this Agreement, Contractor shall take all appropriate corrective measures. 5.16.6 UNIFORMS All employees of the Contractor performing field service under this Agreement shall be dressed in clean uniforms with employee's name or numbered badge which also shows Contractor's name thereon at all times while engaged in the work; no portion of this uniform may be removed while working. 5.16.7 PROVISION OF FIELD SUPERVISION Contractor shall designate at least one qualified employee as supervisor of field operations. The field supervisor will devote at least 50 percent (50%) of his or her time in the field checking on Collection operations, including responding to Complaints. 5.16.8 CUSTOMER SERVICE REPRESENTATIVES The customer service representatives shall be trained on specific Rohnert Park service requirements a minimum of once per quarter. A Rohnert Park information sheet shall be provided to each customer service representative for easy reference to Rohnert 52 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA Park requirements. Information sheet, training agenda, and associated documentation shall be forwarded to the City each quarter after the training. 5.16.9 CUSTOMER SERVICE/BILLING LIAISON Contractor shall designate one (1) qualified employee and one (1) alternative to serve as customer service/billing liaison to the City. The liaison will be available during business hours to coordinate billing, customer service, and operational issues with the City. 5.17 STREET SWEEPING SERVICES Contractor shall provide weekly sweeping of all streets; island gutters, and noses, as well as the bi-weekly sweeping of all City bike paths and public parking lots. The sweep shall occur within one (1) Work Day following refuse Collection. Exceptions resulting from equipment breakdowns, or any other factors that require service to be delayed by more than 24 hours, shall be immediately reported to the City with a catch-up schedule. Contractor shall amend the Street Sweeping schedule and modify routes upon request by City. Contractor shall coordinate with City staff to ensure that modifications to existing Street Sweeping Services do not adversely impact City Operations, Public Health and/or Public Safety. Refer to Exhibit I for listings of streets, bike paths, and public parking lots. Contractor shall provide Street Sweeping Services during the Term in accordance with the terms and conditions of this Agreement. 5.17.1 MANNER OF SERVICE. A. Contractor shall provide a complete sweep (removal of all visible debris, litter, and leaves) of all Curb Miles on all publicly maintained City streets. Within any Curb Mile, Contractor shall be responsible for sweeping all curbs including Median Islands and the corners from any cross street intersecting the subject street. Contractor shall obey all laws governing the operation of the sweepers on a public street, and shall perform its operations so that sweepers are traversing their routes in the normal direction of traffic. B. Contractor shall furnish all materials, labor, supervision and equipment necessary to perform all work required for regularly scheduled sweeping of all public streets and bike lanes in the City. Equipment must conform to all federal, state, and local safety and environmental regulations. The City may conduct random checks to ensure compliance. Exceptions resulting from equipment breakdowns shall be immediately reported to the City with a catch-up schedule. C. Contractor shall be solely responsible for the licensing, operation, maintenance, and repairs of its street sweeping equipment. Contractor shall clean and maintain equipment as described in Section 5.13.5, Cleaning and Maintenance. 53 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA D. Contractor shall also provide the sweeping services identified in Exhibit I, including an annual 500-hour time bank for unscheduled sweeping and related services to be assigned by the City upon 24-hour notice. Emergency incidents including vehicle accidents, illicit discharges, and other emergencies shall be responded to within two hours or less depending on the severity of the incident. Post -Incident Reporting: After each emergency response, Contractor shall provide a detailed report to the City within 48 hours. This report shall include the nature of the incident, response time, actions taken, and any follow-up required. Contractor shall maintain detailed records of how the 500-hour time bank is used, including a breakdown of hours spent per incident or task. This information shall be reported to the City on a quarterly basis. Unused time from the 500-hour annual time bank shall either expire at the end of each contract year or be rolled over to the next year, as determined by the City. Response Time Requirements Critical Environmental Hazards (e.g., hazardous material spills): Immediate response within 30 minutes. Major Traffic Incidents (e.g., vehicle accidents with debris): Response within 1 hour. Minor Incidents (e.g., small spills, localized flooding): Response within 2 hours. E. Equipment must be property registered and insured in accordance with the motor vehicle laws of the State of California. F. All equipment used by the Contractor shall be kept in a neat and clean appearance, maintained in top mechanical condition and properly adjusted, from an operational standpoint and from a safety standpoint. All sweepers shall be equipped with an operational rotating amber dome light and flashing lights. If any equipment is found to be in poor condition, not properly maintained, or lacking the required safety equipment, Contractor shall be required to take immediate corrective action, including repair or replacement of the equipment. G. A sufficient supply of spare brooms and other parts shall be readily available to ensure the timely and continuous fulfillment of this Agreement. H. Equipment must be capable of removing litter, leaves, and debris. For compliance with California's Statewide Trash Provisions, equipment must be able to collect debris as small as 5 millimeters in diameter. I. Vehicles must be equipped with dual gutter brooms and one suction head capable of sweeping at a minimum a nine -foot path. 54 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-El43-46B2-8BFB-22FB1364CCDA J. Contractor and City shall cooperate in good faith to enable Contractor to purchase a small street sweeper capable of sweeping bollarded bike paths five (5) to eight (8) feet wide, provided that City approves a Maximum Rate adjustment to allow Contractor to recover City's pro rata share of the sweeper's cost. The adjustment may be a capital purchase during an RRI year pursuant to Section 8.03.1, or included in a DRR adjustment pursuant to Exhibit N, or a combination of the two, as mutually agreed by City and Contractor. K. Equipment operators are required to have the proper licenses to operate the equipment. 5.17.2 MAPS Contractor shall provide the Street Sweeping Service route maps to the City Representative upon request, within ninety (90) days from receipt of written notice. The maps shall be provided in a format that can be posted to the City website. Refer to Exhibit I for a listing of streets, bike paths, and public parking lots. 5.17.3 SWEEPING METHOD Unsweepable items that impede sweeping, such as palm fronds, rocks, trash and debris shall be removed from the sweeping path and properly disposed of by the operator rather than driving around them. Items that impede sweeping and are immovable such as construction debris and impaired vertical or horizontal clearance by tree limbs shall be reported to the City immediately for correction. Contractor is not responsible for areas missed due to parked cars or other personal property. Sweeper operators shall immediately report to Contractor and the City all illicit discharges observed during routes. Contractor shall train all operators to recognize illicit discharges and storm water pollution sources prior to work as street operators and annually thereafter, using City -approved training materials. Such training shall be documented for review by the City. In areas where drainage is a problem, Contractor shall make as many passes as necessary to remove debris from standing water. In addition, all sand, dirt, rocks, gravel, vegetation, and other sweepable debris shall be removed from the street during the sweeping operation. If standing water is over the top of curb, then Contractor shall not be required to sweep that specific area. Sweeper operators shall report drainage problems to Contractor and City immediately upon identification to ensure timely resolution, rather than waiting for the monthly report. Monthly summaries of all reported drainage issues shall still be included in regular reports for City review. 5.17.4 STANDARDS OF SERVICE All areas swept under this Agreement shall be thoroughly cleaned. All debris shall be picked up by the sweeper unit and disposed of at Contractor's expense as outlined in this Section 5.16. Sweeping shall include the removal of all sand, gravel, dirt, litter, vegetation, and any and all other debris that accumulates between sweeps. Curb lines shall be swept along both sides of the roadway, or to the edge of pavement where no curb exists, along all curbs on raised medians, over all portions of painted medians, 55 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-BBFB-22FB1364CCDA painted left and right turn pockets, and all intersection cross gutters. Sweeping shall normally require one pass over an area. Contractor shall make additional passes or make such extra effort required to adequately clean the street to the satisfaction of the City. Extra effort shall be required when sweeping equipment leaves a dirt/silt smear in its swept path. The service standards in this Section 5.16 may be reviewed and modified as conditions warrant to maintain cleanliness by the City or as necessary to comply with any regulatory permits issued to City. The standards of performance which Contractor is obligated to meet are those good street sweeping practices which leave the service area in a debris and dirt free condition. 5.17.5 WATER Contractor shall obtain water services from the appropriate water utility or City, if deemed appropriate, for the water necessary in the street sweeping operation, and the cost of the water shall be borne by Contractor. A. When possible, Contractor shall use reclaimed or tertiary recycled water B. Contractor shall not discharge liquid waste from the sweeper units onto City streets or into the storm drain system. C. Equipment must be equipped with an efficient water spray system for dust control, and the spray system must be maintained in good operating condition. D. Washing of sweepers on City property is prohibited. Any and all washing of sweeper units shall be compliant with Section 5.13.5. Contractor shall implement best management practices when loading water into the street sweepers to prevent any overflow/potable water discharges into the storm drain system. 5.17.6 SWEEPER SPEED Contractor shall operate the sweepers at a speed of not more than five (5) miles per hour in residential areas and eight (8) miles per hour in commercial areas when sweeping or when the sweeper brooms are down, unless Contractor can demonstrate that the sweeper can operate efficiently and safely at a higher speed. City will use industry standards, Environmental Protection Agency information, and the sweeper manufacturers' recommendations on the speed of sweepers when considering speeds. 5.17.7 WIDTH OF SWEEPER PATH Contractor shall sweep a path, with all brooms down, with a width of not less than eight (8) feet unless parked vehicles, structures, or other objects prohibit the safe sweeping of this path width. The path shall begin at the face of the curb, and include the flow line of the gutter. Unless blocked by parked cars, Refuse Carts, Recycling Carts, or Organic Materials Carts the face of the curb and gutter shall always be included within the sweeper path. On those residential streets with no curb, the width of the sweeper path 56 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA shall be not less than nine (9) feet measured from the edge of the pavement toward the center of the street. 5.17.8 STREET SWEEPING FREQUENCY A. Residential Streets. Contractor shall provide Street Sweeping Service for each Curb Mile of residential streets in the City once a week on a scheduled route basis. However, in those instances where the scheduled Street Sweeping Service day falls on a Holiday, Contractor shall adjust the route schedule as set forth in Exhibit H, Contractor Holiday Schedule. B. Commercial Streets. Contractor shall provide Street Sweeping Service for each Curb Mile of commercial streets in the City weekly on a scheduled route basis. However, in those instances where the scheduled Street Sweeping Service day falls on a Holiday, Contractor shall adjust the route schedule as set forth in Exhibit H. Contractor Holiday Schedule. C. Bike Paths and Public Parking Lots. Contractor shall provide Street Sweeping Service for bike paths and public parking lots in the City bi-weekly on a scheduled route basis. However, in those instances where the scheduled Street Sweeping Service day falls on a Holiday, Contractor shall adjust the route schedule as set forth in Exhibit H, Contractor Holiday Schedule. 5.17.9 CHANGE IN FREQUENCY The City may direct Contractor to change the frequency of street sweeping for any City street. Contractor shall implement City -directed changes in frequency within fifteen (15) Work Days of receipt of written notice from the City Representative to adjust sweeping frequency. Any changes under this Section 5.16 shall be treated as City - directed changes under Section 5.19. 5.17.10 STREET SWEEPING HOURS OF SERVICE A. Residential Streets. Contractor shall provide Street Sweeping Service on residential streets commencing no earlier than 6:00 a.m. and terminating no later than 6:00 p.m. Monday -Friday. Street Sweeping Services shall take place five days per week. The hours, days, or both of service may be extended due to extraordinary circumstances or conditions with the prior written consent of the City Representative. Sweeping in residential areas shall be coordinated with Collection Services to ensure that sweeping occurs after collection of all Carts has been completed on a specific street. B. Commercial Streets. Contractor shall provide Street Sweeping Service on commercial streets commencing no earlier than 2:00. a.m. and terminating no later than 6.00 p.m. Monday -Saturday. Street Sweeping Service shall take place six days per week. The hours, days, or both of service may be extended due to extraordinary circumstances or conditions with the prior written consent of the City Representative. 57 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA C. Downtown Area. Street Sweeping in the downtown area or other areas as designated by the City may commence no earlier than 2:00 a.m. and terminate no later than 6:00 a.m. Monday -Friday. The City may restrict Street Sweeping hours in the downtown area or other areas where noise or traffic negatively affects the surrounding neighborhoods. D. Other Areas. Contractor shall provide bi-weekly (every other week) sweeping of all City bike paths and public parking lots. 5.17.11 STREET CHANGES City and Contractor acknowledge that it may be necessary or desirable to add or delete City Streets for which Contractor will provide Street Sweeping Services or necessary to temporarily modify sweeping schedules. City will provide notice of any such changes to Contractor which may be caused by the following: • Construction or development on or along a street. • Pavement maintenance activities, including the chip seal program or the slurry seal program. • Special sweeping on alternative schedule. • Other legitimate reasons that make sweeping impractical as determined by the City Representative. 5.17.12 STREET ADDITIONS As new streets are constructed and accepted by City, City may, at City's sole option, designate such streets as part of the Service Area for the purposes of Street Sweeping Services. If the City Representative designates such streets as part of the service area, Contractor shall provide Street Sweeping Service on such streets under the terms and conditions of this Agreement within fifteen (15) Work Days of receipt of written notice from the City Representative to begin service. 5.17.13 STREET DELETIONS City may require some City Streets to be temporarily or permanently removed from the list of scheduled streets for which Contractor provides Street Sweeping Service under this Agreement. Contractor shall immediately cease providing Street Sweeping Service to any City street upon receipt of written notice from the City Representative to stop such service. When a City street has been temporarily removed from the list of scheduled streets, Contractor shall resume Street Sweeping Service on such street in the next regularly scheduled cycle following the receipt of written notice from the City Representative to resume service. 5.17.14 REVISED MAPS Contractor shall revise the Street Sweeping Service route maps to show permanent addition or deletion of City Streets as provided in Section 5.17.12 and Section 5.17.13 and shall provide such revised maps to the City Representative upon 58 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA request, within ninety (90) days from receipt of written notice. The maps shall be provided in a format that can be posted to the City website. 5.17.15 HAZARDOUS WASTE Contractor shall not be required to remove any Hazardous Waste from the street surface. If, in the course of performing Street Sweeping Services, any suspected Hazardous Waste is encountered, Contractor shall immediately report the location to the Rohnert Park Department of Public Safety, the City Representative, and any other responsible agency. 5.17.16 DISPOSAL OF SWEEP WASTE Contractor shall transport and deliver to the Disposal Site designated by the City (currently the Sonoma County Central Disposal Site) all Sweep Waste collected as a result of performing Street Sweeping Services in a manner that satisfies Applicable Law. In the event the Disposal Site is closed on a Work Day or is otherwise unable to accept the Sweep Waste for disposal, Contractor shall transport and dispose of the Sweep Waste at such other legally permitted Disposal Site approved by the City Representative. Sweep Waste recycling and processing shall be by mutual agreement between the Contractor and the City and shall not be calculated as part of the annual diversion rate required in Section 4.05. 5.17.17 SPILLAGE During hauling, all Sweep Waste shall be contained, covered and enclosed so that leaking, spilling and blowing of the Sweep Waste is prevented. Contractor shall be responsible for the immediate clean-up of any spillage caused by Contractor. 5.17.18 SERVICE ROUTE CHANGES Contractor shall submit to the City Representative, in writing, any proposed route change (including maps thereof) not less than forty-five (45) Work Days prior to the proposed date of implementation. The City Representative may provide written comments to Contractor on such proposed change no later than ten (10) Work Days after receipt of the proposal from Contractor, and Contractor shall revise the routes to reflect such comments and return them to the City Representative within ten (10) Work Days of receipt of such comments. Contractor shall not implement any route changes without the prior written approval of the City Representative. If the approved route change will change the day on which Street Sweeping Service will occur, Contractor shall notify the affected Generators of route changes not less than thirty (30) Work Days before the proposed date of implementation in a manner approved by the City Representative. 59 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA 5.17.19 OTHER CITY SWEEP SERVICE If during the Term, circumstances exist that require work associated with the Street Sweeping Service program that is not specifically provided for in this Agreement, the City Representative may require Contractor to perform such other associated work (" OAW'). When Contractor performs OAW, the labor, materials, and equipment used in the performance of such work, and the additional compensation to Contractor for performing such work, shall be subject to the prior written approval of the City Representative. Examples of OAW that Contractor may be required to perform include: performance of special sweeps, flood clean-up, street sanitation for parades and celebrations, City requested clean-up services, and any contingency where sweeper and supporting sweeper equipment could assist in a particular instance. Contractor shall provide certain OAW services within 24 hours of City request, including but not limited to sweeping of a spill, accident, or other situations as deemed necessary by the City. 5.17.20 STREET SWEEPING EQUIPMENT All Street Sweeping Service equipment used by Contractor in the performance of services under this Agreement shall be of a high quality, adequate to meet standards of service provided for in this Article, and shall be primarily regenerative air in design, however mechanical broom or vacuum systems must be appropriate and in conformance with the City's MS4 Permit. All vehicles to be used shall comply with the provisions of Section 5.12 for collection vehicles to the extent such provisions could reasonably apply to Street Sweeping vehicles. A. Street Sweeping Vehicles. Street Sweeping vehicles shall be designed and operated so as to prevent Sweep Waste from escaping from the vehicles, including means of preventing collected materials from leaking, blowing or falling from the collection vehicles. B. Clean Air Collection Vehicles. During the Term, to the extent required by law, Contractor shall provide its Street Sweeping vehicles to be in full compliance with Applicable Law, including but not limited to State and federal clean air requirements (including, but not limited to, the California Air Resources Board Diesel Particulate Matter Control Measures contained in California Code of Regulations, title 13, sections 2020 et seq.), the Federal EPA's Highway Diesel Fuel Sulfur regulations and all other applicable air pollution control laws. C. Vehicle Noise Level. All Street Sweeping Services shall be conducted as quietly as possible and must comply with Applicable Laws, including federal EPA noise emission regulations, currently codified at Code of Federal Regulations, title 40, Part 205, et seq. 60 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA D. Reserve Equipment. Contractor shall have available to it, at all times, reserve Street Sweeping Service equipment that can be put into service and operation within one (1) hour of any breakdown. Such reserve equipment shall correspond in size and capacity to the equipment used by Contractor to perform Contractor's duties under this Agreement. E. All equipment shall be maintained in good mechanical condition, including brushes and brooms that shall be replaced at regular intervals. Contractor shall immediately clean any vehicle fluids (hydraulic fluids, lubricating oils, etc.) that leak or spill from equipment into the street or public right of way. F. Sweeping equipment shall not be stored on City property or in the public right of way unless mechanical failure prevents immediate removal. In the event of mechanical failure, all efforts must be made to remove the equipment from the public right of way as soon as possible. The City must approve any overnight storage in public right of way or on City property. G. All equipment is subject to inspection by the City at any time. H. All sweepers shall have an operational strobe and back-up alarm and shall conform to all City, Sonoma County, State and federal safety requirements. 5.17.21 COMMUNICATION Contractor shall have direct communication with all sweeping operators in the field utilizing radios or cellular telephones. Each sweeper operator shall have the ability to communicate verbal information immediately to City staff, Police and Fire Department personnel, residents, and to report illicit storm water discharges and hazardous street or drainage conditions to the City. Contractor shall also report missed routes and citizen complaints and resolution to the City on a weekly basis, when applicable. A. Contractor shall supply a 24-hour message telephone number to the City Representative so that the City can notify Contractor of traffic counter installations. B. Drivers shall be aware of their locations in order to raise their brooms and avoid destruction of traffic counter cables. Contractor shall use due diligence to avoid traffic counter cables. C. Deficiencies and Corrections. The City may also make regular unannounced inspections of Street Sweeping Service locations if a swept area is deemed to be below acceptable performance standards, the substandard section shall be re -swept within 24 hours of notification. Contractor shall re -sweep at their own expense. The City shall be notified of the completed re -sweep. 5.17.22 BIKE LANE SWEEPER 5.17.23 THE CONTRACTOR AGREES TO WORK WITH THE CITY TO PROCURE A BIKE LANE SWEEPER, PROVIDED THE FOLLOWING 61 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA STIPULATIONS: THE PURCHASE CAN BE CAPITALIZED AND DEPRECIATED THROUGH THE RATES; ANY RESULTING RATE INCREASE DOES NOT IMPLICATE THE RRI CAP OF FIVE PERCENT (5%). ADDITIONALLY, THE CONTRACTOR WILL AGREE TO COST SHARING WITH MULTIPLE AGENCIES IF PROPOSED COLLECTIVELY. 5.17.24 CITY MS4 PERMIT Contractor shall meet street sweeping requirements included in the City's current Storm Water Discharge Permit (Order NO. R1-2015-0030, NPDES NO. CA0025054) as it may be amended, revised, or reissued from time to time ("MS4 Permit"). 5.18 CONTINGENCY PLAN Contractor shall submit to City on or before the Effective Date, a written contingency plan demonstrating Contractor's arrangements to provide uninterrupted service during mechanical breakdowns or other "non -catastrophic" emergencies. Contractor shall work with City to develop a written plan detailing the manner in which they will operate and provide assistance to City recovery efforts following a natural disaster. 5.19 CITY -DIRECTED CHANGES City may request Contractor to perform additional services (including new diversion programs (e.g., Food Waste composting, billing services, etc.) or modify the manner in which it performs existing services. Pilot programs and innovative services, which may entail new Collection methods, targeted routing, different kinds of services and/or new requirements for Generators are included among the kinds of changes, which City may direct. Contractor shall be entitled to an adjustment in its compensation in accordance with Section 8.03.2 for providing such additional or modified services but not for the preparation of its proposal. Contractor shall present, within 30 days of a request to do so by City, a proposal to provide the additional or modified services. Contractor shall not be compensated for the cost of preparing its proposal. The proposal shall contain a complete description of the following, as appropriate: A. Collection methodology to be employed (equipment, manpower, etc.). B. Equipment to be utilized (vehicle number, types, capacity, age, etc.). C, Labor requirements (number of employees by classification). D. Type of materials containers to be utilized. E. Provision for program publicity/education/marketing. 62 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA F. Estimated diversion to be achieved by volume or weight as applicable. G. Costs of the additional or modified services and the associated Maximum Rate adjustment. H. Five-year projection of the 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, giving full effect to the savings or costs to existing services. If City and Contractor agree on the terms and conditions of such additional or modified services, they shall be reflected in a mutually agreed amendment to this Agreement. Contractor acknowledges and agrees that City may permit other Persons besides Contractor to provide additional Refuse and diversion services not otherwise contemplated. If Contractor and City cannot agree on the terms and conditions of such services in one hundred twenty (120) days from the date when City first requests a proposal from Contractor to perform such services, Contractor acknowledges and agrees that City may permit Persons other than Contractor to provide such services. 5.20 BILLING AUDIT AND PERFORMANCE REVIEWS 5.20.1 CONTRACTOR SHALL REVIEW ITS BILLINGS TO ALL CUSTOMERS. The purpose of the review is to determine that the amount which the Contractor is billing each Customer is correct regarding the level of service (i.e., frequency of Collection, size of Container, location of Container) at rates no greater than the Maximum Rates. The Contractor shall review Customer accounts not less than annually and provide a written certification to the City that all such billing is correct. The documentation of the review, as well as verification that any errors have been corrected, should be provided to the City annually. 5.20.2 BILLING AUDIT AND PERFORMANCE REVIEWS. City may conduct billing audit and performance reviews (together, "reviews") of Contractor's performance during the Term of this Agreement, as provided herein. City may conduct two (2) full reviews, with payment to City as stated below, during the Initial Term of this Agreement. 5.20.3 SELECTION AND COST. The reviews will be performed by the City or a qualified firm under contract with the City. City will have the final responsibility for the selection of the firm. City may conduct reviews at any time during the Term of the Agreement. Contractor shall pay the City's costs for the performance review, up to $85,000 per review. The payment amount shall increase annually by the RRI Adjustment described in Section 8.03. 5.20.4 PURPOSE. The reviews will be designed to verify: that Customer billing rates have been properly calculated and correspond to the level of service received by the Customer, that Contractor is correctly billing for all services provided, that 63 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA Franchise Fees and other fees required under this Agreement have been properly calculated and paid to City, that Contractor is in compliance with the reporting requirements and performance standards of this Agreement, the Diversion percentages reported by Contractor, and any other provisions of the Agreement. City (or its designated consultant) may utilize a variety of methods in the execution of this review, including, but not limited to, analysis of relevant documents, on -site and field observations, and interviews. City (or its designated consultant) will review and document the items in the Agreement that can be objectively evaluated, including those that require Contractor to meet specific performance standards, submit information or reports, perform additional services, or document operating procedures. This information will be documented and be formatted in a "compliance checklist", with supporting documentation and findings tracked for each of the identified items. The review will specifically include a determination of Contractor's compliance with the Diversion requirements and the public outreach and education requirements. City (or its designated consultant) may review the Customer service functions and structure utilized by Contractor. This may include Contractor's protocol for addressing Customer complaints and service interruption procedures. Complaint logs may be reviewed, along with procedures and systems for tracking and addressing complaints. On -site and field observations by City (or its designated consultant) may include, but are not necessarily limited to: A. Interviews and discussions with Contractor's administration and management personnel. B. Review and observation of Contractor's Customer service functions and structure. C. Review of public education and outreach materials. D. Interviews and discussions with Contractor's financial and accounting personnel. E. Interviews with route dispatchers, field supervisors, and managers. F. Interviews with route drivers. G. Interviews with vehicle maintenance staff and observation of maintenance practices. H. Review of on -route Collection Services, including observation of driver performance and Collection productivity and visual inspection of residential routes before and after Collection to evaluate cart placement and cleanliness of streets. 5.20.5 CONTRACTOR'S COOPERATION. Contractor shall cooperate fully with the review and provide all requested data, including operational data, financial data, and other data reasonably requested by City within fifteen (15) Workdays of 64 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA the request. Failure to submit data by the due date may result in assessment of Liquidated Damages as specified in Exhibit G. ARTICLE VI OTHER RELATED SERVICES AND STANDARDS 6.01 BILLING Contractor shall establish the Customer Rates pursuant to the provisions of Article 8, at its sole discretion, for the types of service provided, as well as bill and collect revenues from customers at those rates. The Contractor shall prepare, mail,, and collect payments for all Refuse and Recycling service bills, and shall provide customer service for all account setups and billing -related matters. The Contractor may bill in arrears. 6.01.1 SERVICE BILLING TICKETS Contractor shall maintain numbered billing tickets for additional fee services, such as, but not limited to, extra pickups, changes in service, Bin swaps, special pickups, or other related service requirements. Service billing tickets shall confirm the service was delivered and the date of change to ensure proper billing. 6.02 GENERAL Contractor shall maintain such accounting, statistical and other records related to its performance under this Agreement as shall be necessary to develop the financial statements and other reports required by this Agreement. Also, Contractor agrees to conduct data collection, information and record keeping, and reporting activities needed to comply with and to meet the reporting and program management needs of Contractor, Applicable Law, and the requirements of this Agreement. To the extent, such requirements are set out in this and other articles of this Agreement, they shall not be considered limiting or necessarily complete. In particular, this Section is intended to only highlight the general nature of records and reports and their minimum content and is not meant to comprehensively define what the records and reports are to be and their content. Further, upon mutual agreement between Contractor and City, the records and reports to be maintained and provided by Contractor in accordance with this and other articles of the Agreement may be adjusted in number, format, or frequency. 6.03 RECORDS 6.03.1 GENERAL Contractor shall maintain records required to conduct its operations, to support requests it may make to City, and to respond to audit or other requests from City. Adequate record security shall be maintained to preserve records from events that can be reasonably anticipated such as a fire, theft, and earthquake. Electronically maintained data/records shall be protected and backed up. 65 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA Contractor agrees that the accounting and other records of any and all Contractor - affiliated companies conducting operations addressed in the Agreement shall be provided or made available to City and its agents and/or representatives during normal business hours, to the extent necessary to confirm compliance with this Agreement. Contractor shall allow and permit City or City representative to audit its accounting records and all other records required by this Agreement, and to meet with Contractor personnel to verify data. Contractor shall cooperate to the fullest extent with City during such an audit process. 6.03.2 MAINTENANCE OF FINANCIAL AND OPERATIONAL RECORDS A. General. In order to effectuate the periodic rate review contemplated by Article 8, it is necessary for Contractor to maintain accurate, detailed financial and operational information in a consistent format and to make such information available to the City in a timely fashion. B. Contractor's Accounting Records. Contractor shall maintain accurate and complete accounting records containing the underlying financial and operating data relating to and showing the basis for computation of all costs associated with providing services under this Agreement. The accounting records shall be prepared in accordance with Generally Accepted Accounting, Principles (GAAP) consistently applied. The purpose method of calculation and support for all cost allocations shall be documented and maintained. C. Inspection of Records. The City, its auditors and other agents, shall have the right, during regular business hours, to conduct unannounced on -site inspections of the records and accounting systems of Contractor and to make copies of any documents it deems relevant to this Agreement. D. Retention of Records. Unless otherwise herein required, Contractor shall retain all records and data required to be maintained by this Agreement for at least five (5) years after the expiration of this Agreement. Records and data required to be maintained that are specifically directed to be retained shall be retrieved by Contractor and made available to the City. Records and data required to be maintained that are not specifically directed to be retained that are, in the sole opinion of the City, material to the rate review or to a determination of the Contractor's performance under this Agreement, shall be retrieved by Contractor and made available to the City upon request. Records and data required to be maintained that are not specifically directed to be retained and that are not material to a rate review and/or not required for the determination of the Contractor's performance do not need to be retrieved by Contractor. In such a case, however, the City may make reasonable assumptions regarding what information is contained in such records and data, and such assumption(s) shall be conclusive in whatever action the City takes. 66 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA 6.03.3 REFUSE RECORDS Records shall be maintained by Contractor for City relating to: A. Service recipient services. B. Weight and volume by type (e.g., Refuse, Recyclable Materials, and Organic Materials). Where possible, information is to be separated among Single - Family Residences, Multi -Family Residential Complexes, Commercial Businesses, and City -event services. C. Routes. D. Facilities, equipment and personnel used. E. Facilities and equipment operations, maintenance and repair. F. Disposal and Processing Facility weight tickets for Refuse, Recyclable Materials, and Organic Materials. Recyclable Materials Residue will be allocated as a percent of all materials processed by Contractor. Contractor shall maintain records of all Refuse, Residue, Recyclable Materials, and Organic Materials collected in the City for the period of this Agreement plus five (5) years after its termination. Records shall be in chronological and organized form, and readily and easily interpreted. In the event City requests, the Contractor shall provide all records of all Refuse, Residue, Recyclable Materials, and Organic Materials within fifteen (15) business days of the request. Additionally, all such records shall be provided to the City within thirty (30) days of discontinuing service. 6.03.4 RECYCLABLE MATERIALS AND ORGANIC MATERIALS COLLECTION SERVICE RECORDS Records shall be maintained by Contractor that relate to: A. Recyclable Materials and Organic Materials Collection participation especially as related to determining participation and set -out rates and implementing programs to increase existing participation and to expand diversion (names, addresses, contacts made, etc.); B. Recyclable Materials and Organic Materials sales value, C. Weight of material by type; and D. End -use markets. 6.03.5 TRANSFER AND DISPOSAL RECORDS Contractor shall maintain records of transfer, Disposal and Processing of all Refuse, Residue, Recyclable Materials, and Organic Materials collected by Contractor for 67 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA the period of this Agreement plus five (5) years after its termination. Records shall be in chronological and organized form and readily and easily interpreted. In the event City requests, Contractor shall provide all records of transfer and Disposal or Processing of all Refuse, Residue, Recyclable Materials, and Organic Materials collected by Contractor within thirty (30) days of discontinuing service. 6.03.6 EQUIPMENT RECORDS Contractor shall maintain equipment records, which show the date purchased, model year, useful life of asset, depreciation method and amount, financing method and rate. For vehicles, records shall include gas, oil, maintenance and repair by vehicle number. Cost allocations and methods will be documented and explained. Repair history, if applicable, for the following types of assets: A. Vehicles used exclusively for servicing City B. Spare vehicles shared with other jurisdictions C. Equipment D. Containers purchased for City services E. Furniture and fixtures. 6.03.7 OTHER PROGRAMS' RECORDS Records for other programs shall be tailored to specific needs. In general, they shall include: A. Plans, tasks, and milestones; and B. Accomplishments in terms such as dates, activities conducted quantities of products used, produced or distributed, and numbers of participants and responses. 6.03.8 CERCLA DEFENSE RECORDS City views the ability to defend against Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), and related litigation as a matter of great importance. For this reason, the City regards the ability to prove where Refuse and Recycling Residue collected in the City was taken for transfer or Disposal, as well as where it was not taken, to be matters of concern. Contractor shall maintain, retain, and preserve records, which can establish where Refuse and Residue collected in the City was disposed (and therefore establish where it was not). This provision shall survive the expiration of the period during which Collection services are to be provided under this Agreement. Contractor shall maintain these records for a minimum of ten (10) years. Contractor shall provide these records to City in an organized and indexed manner rather than destroying or disposing of them. 68 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 6.03.9 CUSTOMER SERVICE RECORDS Contractor shall maintain records for City related to: A. Number of calls received; B. Length of time to answer and time on hold; C. Categories (missed pickups, extra pickups, Complaints, damage, compliments, etc.) of calls; D. Individual call and resolution log (including initial call date and resolution date): E. Training records; F. New Recycling account log and increased Recycling services. 6.04 REPORTS 6.04.1 GENERAL A. Report Formats and Schedule. Records shall be maintained by Contractor in forms and by methods that facilitate flexible use of data contained in them to structure reports, as needed. Reports are intended to compile recorded data into useful forms of information that can be used to, among other things: 1) Determine and set rates and evaluate the financial efficacy of operations; 2) Evaluate past and expected progress towards achieving the Contractor's diversion goals and objectives; 3) Determine needs for adjustment to programs; and 4) Evaluate recipient service and Complaints. Quarterly reports shall be submitted no later than 5:00 p.m. PT within forty-five (45) calendar days after the end of the report quarter. If the forty-fifth (45th) calendar day falls on a day that City is closed or a holiday, then the report shall be due on the next business day. Annual reports shall be submitted no later than 5:00 p.m. on March 1 after the close of each fiscal year ending September 30. Quarterly and Annual Reports shall be submitted, as directed by City representative, electronically via e-mail to the City and its designated representative on a City approved report form. 69 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-BBFB-22FB1364CCDA 6.04.2 QUARTERLY REPORTS Reports shall be presented by Contractor to show the following information. The attribution of tonnage data to customer types, as described below, shall be done in accordance with Exhibit J. A. Refuse Services. Provide total tonnage by Single -Family Residences, Multi Family Complexes, and Commercial Businesses. Data for the prior year same quarter will be included for comparison purposes. B. Recyclable Materials Services. Provide tonnage by Single -Family Residences, Multi -Family Residential Complexes, and Commercial Businesses. Data for the prior year same quarter will be included for comparison purposes. C. Recyclable Totals. Indicate by material type the quarterly total of recyclable materials processed and sold. D. Organic Materials Service. Provide tonnage by Single -Family Residences, Multi -Family Residential Complexes, and Commercial Businesses. Data for the prior year same quarter will be included for comparison purposes. E. City -Sponsored Events and City -Managed Sites: Provide total tonnage of Refuse, Recyclable Materials, and Organic Materials collected from City - sponsored events and City -managed sites, including City facilities. Data from the prior year same quarter shall be included for comparison purposes. F. Customer Service 1) Provide number of customer calls by category (e.g., missed pickups, other Complaints, compliments, etc.) 2) Provide number of resolved calls and number of unresolved calls (over five [5] days). Provide explanations on unresolved calls. 3) Include Quarterly Customer service training logs G. Curbside Cleanup/Christmas Tree/Special Services. Provide tonnage by service type (Cleanup, Christmas Tree Collection, and Dry Cell Battery Collection Services). Include the following information: 1) Disposal tonnage. 2) Diversion tonnage. H Education Quarterly Activities 1) Describe materials distributed and total number of locations visited. 2) Provide list of group names of meetings attended. 70 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46132-8131`13-22F131364CCDA 3) Provide list of Commercial Business and Multi -Family Residential Complexes contacted. I. Notification Activities. Provide a listing and sample of all notices, newsletters, publications activities that were conducted during the quarter. J. Pilot and New Programs. For each pilot and/or new program, provide activity related and narrative reports on goals and milestones and accomplishments. Describe problems encountered, actions taken, and any recommendations to facilitate progress. K. Summary Assessment. Provide a summary assessment of the overall Refuse, Recyclable Materials, and Organic Materials program from Contractor's perspective relative to financial and physical status of program. The physical status is to relate to how well the program is operating for efficiency, economy, and effectiveness relative to meeting all the goals and objectives of this Agreement including particularly the Contractor's diversion goals. Provide recommendations and plans to improve. Highlight significant accomplishments and problems. L. Street Sweeping Services. Provide tonnage collected per Regional Water Control Board (RWQCB) requirements. Data for the prior year same quarter will be included for comparison purposes. M. Diversion. Contractor shall provide documentation acceptable to City stating and supporting the quarter's diversion rate, as calculated in accordance with the provisions in Section 4.05. 6.05 ANNUAL REPORTS 6.05.1 ANNUAL REPORT REQUIREMENTS The annual report shall be in the form of the quarterly reports and shall provide the same type of information as required pursuant to Article 6.04.2 of this Agreement, summarized for the preceding four quarters. In addition, the annual report shall include: A. Contractor's annual financial reports/statements; B. A complete inventory of vehicles used to provide all services under this Agreement; and C. A list of cash and in -kind charitable contributions made by Contractor to organizations that administer programs located in City that benefit residents of City. 6.05.2 FINANCIAL INFORMATION On or before 5:00 p.m. on March 1 after the close of each fiscal year ending September 30, Contractor shall deliver to the City an electronic copy of the audited 71 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA financial statement of Contractor operations under this Agreement for the Contractor's preceding fiscal year. If the Contractor provides services not provided for under this Agreement, then its financial statements shall include a supplemental combining schedule showing Contractor's results of operations, including the specific revenues and expenses in connection with the operations provided for in this Agreement separate from other operations included in such financial statements. The financial statements and footnotes shall be prepared in accordance with Generally Accepted Accounting Principles (GAAP) consistently applied and fairly reflecting the results of operation and Contractor's financial condition. Annual financial statements shall be audited in accordance with Generally Accepted Auditing Standards (GAAS) by a Certified Public Accountant (CPA) licensed (in good standing) to practice public accounting in the State of California as determined by the State of California Department of Consumer Affairs Board of Accountancy, and that the CPA opinion on Contractor's annual financial statements shall be unqualified, and that the supplemental schedule be prepared on a compiled basis. 6.05.3 RELATED PARTY ENTITIES Because financial transaction between Related Party companies may not be "arm's length," it is important to the City to ensure that such transactions are necessary and reasonable. Contractor agrees that all financial transactions with all Related Party entities shall be approved in advance in writing by City and disclosed annually (coinciding with Contractor's annual audited financial statements referred to in Section 6.05.2) to the City in a separate disclosure letter to the City. This letter shall include, but not be limited to, the following information: A general description of the nature of each transaction, or type of (for many similar) transactions, as applicable. Such description shall include for each (or similar) transaction the amounts, specific Related Party entity, basis of amount (how amount was determined), and description of the allocation methodology used to allocate any common costs. Amounts shall be reconciled to the Related Party entity disclosures made in Contractor's annual audited financial statements referred to in this Section. Contractor intends to obtain the following services from the related parties identified below. City hereby approves these transactions, and therefore Contractor shall not be required to include these transactions in the disclosure letter referenced above: Service Related Part Processing and marketing of Recyclables Contractor's Recyclable Materials Processing Facility Leasing of vehicles and equipment Corporate and regional services Recology Leasing Inc. Recology Inc. and Recology Service Center Coast Exhibit K contains the basis for payments to the Related Parties for the services described above and the method by which those payments may be adjusted during the Term of this Agreement. 72 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA 6.05.4 EXHIBIT N CONTAINS THE CRITERIA FOR PAYMENTS TO RELATED PARTY ENTITIES FOR SERVICES AND PRODUCTS. THESE TRANSACTIONS ARE ALLOWED AS LONG AS THEY ARE CONDUCTED AT FAIR MARKET VALUE, AS OUTLINED IN EXHIBIT N. OPERATIONAL INFORMATION. Upon request, Contractor shall provide the following information: A. Routes by Service Type 1) Number of routes per day 2) Types of vehicles 3) Crew size per route 4) Number of full time equivalent (FTE) routes 5) Number of accounts per route 6) Total hours per service type 7) Average cost per route B. Personnel 1) Organizational chart 2) Job classifications and number of employees (e.g., administrative, customer service representatives, drivers, supervisors, educational staff) 3) Wages by job classification 4) Number of full time equivalents (FTE) positions for each job classification 5) Number of hours per job classification C. Productivity Statistics 1) Number of accounts per service type 2) Number of set -outs per service type 3) Tons per route per day D. Maintenance 73 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA 1) Average cost per service type E. Operational Changes 1) Number of routes 2) Staffing 3) Supervision 4) Collection services F. Equipment 1) Usage of vehicles for City — City vehicles and spares 2) Equipment inventory for City 3) Container inventory 6.05.5 ANNUAL PRESENTATION TO CITY COUNCIL At the City's request, the Contractor will provide an annual presentation to the City Council. This presentation will cover: A. Progress on meeting state mandates, including any significant achievements or challenges. B. Community outreach activities, highlighting key initiatives and their impact. C. Operational updates, including any major changes in service or performance. D. A brief overview of financial performance related to the services provided under this Agreement. E. Environmental efforts, with a focus on sustainability and reducing the Contractor's environmental impact. F. Any other topics the City requests in advance. 6.06 DIVERSION PROGRAMS Contractor shall implement and maintain the diversion, education, and other programs required by this Agreement to meet or exceed the diversion requirements specified in the California Integrated Waste Management Act of 1989 (Act) (California Public Resources Code Section 40000 etseq.). Any additional services beyond the scope of this Agreement shall require a contract amendment. Contractor shall schedule a meeting with the City or City's designees quarterly, to describe the progress of each active 74 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA diversion program. Contractor shall document the results of the programs on a quarterly basis, including at a minimum the tonnage diverted by material type and other such information requested by the Contractor and/or City necessary to evaluate the performance of each program. At each meeting, the City and Contractor shall have the opportunity to revise the program based on mutually agreed upon terms. The City reserves the right to modify or terminate a program if in its sole discretion, the Contractor is not cost-effectively achieving the program's goals and objectives. Prior to such termination, the City shall meet and confer with the Contractor for a period of up to ninety (90) days to resolve the City's concerns. Thereafter, the City may utilize a third party, paid for by a reduction of Contractor's Payment for Services, to perform these services if the City reasonably believes the third party can improve on Contractor's performance and/or cost. Notwithstanding these changes, Contractor shall continue the program during the meet and confer period and, thereafter, until the third party takes over the program. 6.07 RIGHT TO INSPECT RECORDS The City shall have the right to inspect or review any non-proprietary and non - confidential income tax returns, payroll tax reports, specific documents or records required pursuant to this Agreement, or any other similar records or reports of the Contractor that City Manager or City Council shall deem, in their sole discretion, necessary to evaluate annual reports, rate review applications provided for in this Agreement, and the Contractor's performance provided for in this Agreement. City shall attempt to maintain the confidentiality of the records and information provided in this paragraph, consistent with the necessity of supporting any recommendations to the City Council. Should City receive a Public Records Act request for this information, it shall notify Contractor and Contractor may take whatever legal action may be available to it to prevent these documents and this information from becoming public. 6.08 INSPECTION BY CITY The designated representatives of the City shall have the right to observe and review Contractor operations and enter its place(s) of business for the purposes of such observation and review at all reasonable hours with reasonable notice. 6.09 PUBLIC/CUSTOMER SERVICE AND ACCESSIBILITY 6.09.1 OFFICE LOCATION Contractor shall maintain a business office in the City, Santa Rosa, or such other location as the City approves, for purposes of carrying out its obligations under this Agreement, such approval not being unreasonably withheld. If the office is located outside of the City, Contractor must ensure that telephone calls to it from locations within the City are billed as "local calls" by all telephone companies. 75 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 6.09.2 OFFICE HOURS Contractor's office shall be open to the public from 8 a.m. to 5 p.m., Monday through Friday. The office may be closed on Saturdays, Sundays, and designated holidays as described in Exhibit H. 6.09.3 AVAILABILITY OF REPRESENTATIVES A representative of the Contractor shall be available from 8 a.m. to 5 p.m. Monday through Friday to communicate with the public in person and by telephone. A message machine shall be available for residents to leave a message during non -business hours. Calls and voicemail messages shall be returned no later than the end of the next business day. 6.09.4 TELEPHONE Contractor shall maintain a telephone system in operation at its office from 8 a.m. to 5 p.m. Contractor shall install telephone equipment sufficient to handle the volume of calls typically experienced on the busiest days. If Generators are unable with reasonable effort to reach Contractor's office by phone, or are subject to waiting time "on hold" of more than two (2) minutes prior to reaching a customer service representative, City may require that Contractor install additional telephone lines or hire additional customer service representatives. Liquidated damages may be levied for repetitive Complaints regarding waiting time longer than two (2) minutes in accordance with Section 11.05. The phone system shall have the capability of transferring incoming calls to the City billing department and allow for the City billing department to transfer calls back to the Contractor's customer service center. Customers will call one number for all issues related to Refuse, Recyclable Materials, and Organic Materials services. The Contractor shall handle all calls regarding services including, but not limited to, missed pickups, Complaints. changes in services, Bin repair, and other such service -related issues. The City billing department will handle all calls regarding billing, account setup, and changes in ownership issues. 6.10 CUSTOMER COMPLAINTS Contractor shall be responsible for the prompt and courteous attention to and prompt and reasonable resolution of, all Generator complaints. Contractor shall record in a separate log all complaints, noting the name and address of complaint, date and time of complaint, nature of complaint issue, and nature and date of resolution. The Contractor shall retain this complaint log for the Term. In addition, Contractor shall compile a summary statistical table of the complaint log, satisfactory to the City, and submit the table to City each quarter. Contractor shall respond to all complaint issues from Generators within twenty-four (24) hours, weekends and holidays excluded. In particular, if a complaint issue involves a failure to collect Refuse from a Premises, required by this Agreement, Contractor shall 76 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA collect the Refuse in question within such 24-hour period, provided it was delivered for Collection in accordance with the Rohnert Park Municipal Code Chapter 8.12. 6.11 TITLE TO REFUSE Once Refuse, Recyclable Materials, and/or Organic Materials are placed in containers and properly placed at the Collection location, ownership and the right to possession shall transfer directly from the Generator to Contractor by operation of this Agreement. Subject to Contractor's objective to meet the AB 939 diversion goals and City's right to direct Contractor to process and dispose of Refuse at a particular licensed site or to dispose of Refuse at a particular licensed Disposal Site, Contractor is hereby granted the right to retain, recycle, process, dispose of, and otherwise use such Refuse, Recyclable Materials, and/or Organic Materials, or any part thereof, in any lawful fashion or for any lawful purpose desired by Contractor. Subject to the provisions of this Agreement, Contractor shall have the right to retain any benefit resulting from its right to retain, recycle, process, dispose of, or re -use the Refuse, Recyclable Materials, and/or Organic Materials which it collects. Refuse, Recyclable Materials, and/or Organic Materials, or any part thereof, which is deposited at a Disposal Site, transformation site, Transfer Station, or Processing Facility shall become the property of the Owner or operator of the facility, once deposited there by Contractor. City may obtain ownership or possession of Refuse placed for Collection upon written notice of its intent to do so; however, nothing in this Agreement shall be construed as giving rise to any inference that City has such ownership or possession unless such written notice has been given by City to Contractor. 6.12 NON-DISCRIMINATION Contractor shall not discriminate in the provision of service or the employment of persons engaged in performance of this Agreement on account of race, color, religion, sex, age, physical handicap, or medical condition in violation of any applicable federal or state law. 6.13 REPORT OF ACCUMULATION OF REFUSE; UNAUTHORIZED DUMPING The Contractor shall instruct its drivers to record (1) the addresses of any Premises where they observe that Refuse, Recyclable Materials, or Organic Materials are accumulating and are not being delivered for Collection (this is also referenced in §5.12.2B); and (2) the address or other location description where Refuse has been dumped in an unauthorized manner. The Contractor shall provide these addresses or descriptions to the City within five (5) working days of such observation. ARTICLE VII CITY FEE 7.01 CONTRACTOR'S PAYMENTS TO CITY In consideration of the rights provided Contractor herein, Contractor shall pay the "City Fee" in the total annual amount of $2,072,138, subject to adjustments described in 77 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA this Article. The Contractor shall pay the City Fee to the City in equal monthly increments of 1/12 of the annual amount, in accordance with Section 7.03. The City Fee, represents a franchise fee for the exclusive rights granted pursuant to this Agreement to provide refuse services in the City of Rohnert, and a regulatory fee for related AB 939 compliance and diversion. The City and Contractor agree that the City Fee (1) represents the result of bona fide negotiations between the City and Contractor, and (2) is reasonably related to the value of the Contractor's use of City property to provide services under this Agreement, and the City's costs of managing and enforcing the services described in this Agreement, and (3) is in part a regulatory fee to recoup those regulatory costs incurred by the City for preparing, adopting, and implementing the Source Reduction and Recycling and Household Hazardous Waste Elements required by AB 939, and other Applicable Laws, including costs of inspection, staff time, and monitoring. Contractor is not required by this Agreement or any City ordinance, resolution, or regulation to charge the City Fee to Customers. Because the City Fee represents a cost to Contractor in performing services pursuant to this Agreement, Contractor may, in its sole discretion, include an amount equal to the City Fee as a part of the calculation of the Contractor's compensation in Article VIII. City may increase or decrease the amount of the City Fee at any time upon at least sixty (60) days' prior written notice to Contractor. Any increase in the amount of the City Fee will be based on either: (a) an estimated increase in costs based on the Consumer Price Index, San Francisco -Oakland -Hayward, All Consumers, All Items, Not Seasonally Adjusted; or (b) an updated estimate of costs and value of the elements identified in this Section 7.01. Concurrently with any increase or decrease in the City Fee, Maximum Rates shall be increased or decreased commensurately, to reflect the increased or decreased cost to Contractor. Contractor shall have no obligation to pay the increased or decreased City Fee until such Maximum Rate adjustment has taken effect. City and Contractor shall cooperate in good faith to smoothly implement any City Fee changes pursuant to this paragraph. 7.02 CONTRACTOR'S PAYMENT FOR RATE ADJUSTMENTS AND AMENDMENTS Contractor shall be responsible for all costs associated with preparing amendments to the Agreement. Contractor shall also be responsible for all costs associated with analysis of Customer Rates and Contractor maximum compensation as determined to be necessary by the City and the Contractor. The analysis will be performed through the City's own forces or by a qualified firm selected by the City. 7.03 CONTRACTOR'S PAYMENTS TO CITY month. Payment to City for the City Fee shall be due, on the fifteenth (15th) day of each 78 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA ARTICLE VIII CONTRACTOR'S COMPENSATION FOR SERVICES 8.01 GENERAL Contractor's compensation provided for in this article shall be the full, entire, and complete compensation due to Contractor for all labor, equipment, materials, and supplies, taxes, insurance, bonds, overhead, disposal, profit, and all other things necessary to perform all the services required by this Agreement in the manner and at the times prescribed. Contractor will not look to City for payment of any sums under this Agreement. Contractor will perform the responsibilities and duties described in this Agreement in consideration of the right to charge and collect from customers for services rendered at rates established by Contractor, which shall not exceed the Maximum Rates fixed by City in accordance with this Agreement. 8.02 CONTRACTOR'S BILLING OBLIGATION In consideration of and as compensation for the services provided under this Agreement, the Contractor shall, in its sole discretion, establish, charge and collect Customer Rates, except that such Customer Rates shall not exceed the Maximum Rates. Contractor shall inform each customer in writing regarding applicable charges for services, including any increases in the amount of any charges, prior to imposing the charge on the customer. Contractor shall prepare and mail bills for services provided by Contractor as provided for in this Article and shall receive customer payments according to this Article. Notwithstanding any other provision of this Agreement, the Contractor shall not bill or charge for City Collection service. Contractor may charge customers an amount up to but not exceeding the Maximum Rates as provided for in the attached Exhibit O to this Agreement and as may be adjusted under the terms of this Agreement. Contractor is under no obligation to charge the Maximum Rates. Contractor shall impose no other charges for services provided to customers. 8.02.1 PARTIAL MONTH SERVICE If, during a month, a customer is added to or deleted from Contractor's service area, the Contractor's Billing shall be pro -rated based on the weekly Refuse rate (the weekly service rate shall be the Refuse rate established in Exhibit O divided by four (4) times the number of actual weeks in the month that service was provided to the Premises. 8.02.2 PRODUCTION OF INVOICES FOR SINGLE-FAMILY RESIDENCES For single-family residences, the Contractor shall produce an invoice, in a form and format that is approved by the City Manager, for services received under this Agreement in advance but no less than four (4) times per year. The Contractor's invoice shall be remitted to the customer no earlier than the twentieth (20th) day of the month preceding the period for which service is being billed. As part of regular billing services provided by the Contractor, the City may provide educational and other material to 79 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA Contractor for inclusion in the invoices provided by Contractor to single-family customers for Collection services. 8.02.3 PRODUCTION OF INVOICES FOR MULTI -FAMILY RESIDENTIAL COMPLEXES AND COMMERCIAL BUSINESSES For multi -family complexes and Commercial Businesses, Contractor shall produce an invoice, in a form and format that is approved by the City Manager, for services received under this Agreement, monthly for services performed during the prior month. Contractor's invoice shall be remitted to the customer no later than the (10th) day of the month following the period for which service is being billed. As part of regular billing services provided by Contractor, the City may provide educational and other material to Contractor for inclusion in the invoices provided by Contractor to commercial customers for Collection services. 8.02.4 METHODS OF PAYMENT Contractor shall provide the means for customers to pay bills through the following methods: cash, checks, credit cards, internet payment service or automatic withdrawal from bank account. 8.02.5 DELINQUENT SERVICE ACCOUNTS The Contractor shall report to the City Manager, on a monthly basis, all Single - Family customers who have received Collection service and whose account is over sixty (60) days past due, and all Multi -Family Residential Complexes and Commercial Business customers whose account is over thirty (30) days past due. The Contractor shall add an administrative late charge of fifteen percent (15%) per month for amounts due and remaining unpaid for period of sixty (60) days after the end of the billing period. The Contractor shall retain ten percent (10%) percent of the Administrative late charge and shall remit the remaining five percent (5%) of the administrative late charge to the City, annually, no later than the close of each fiscal year ending December 31 St. The Contractor may take such action as is legally available to collect or cause collection of such past due amounts, including ceasing the provision of Collection services to any customer due to non-payment following the procedures as set forth in Article 8.02.6 below, but in no event shall cause a lien to be placed on the customer's property. City shall not be liable for and Contractor shall release City from paying for any customer's bill or delinquency charges. 8.02.6 DISCONTINUANCE OF SERVICE If the Contractor elects to discontinue Collection services for failure to pay for said services, the Contractor shall, prior to discontinuance: (1) provide the customer with thirty (30) days prior written notices of the intent to discontinue service, and (2) provide the City with fifteen (15) days prior written notice of the intent to discontinue service to said customer. The Contractor shall not, however, discontinue service until after making good faith efforts to resolve any good faith disputes concerning amount due to Contractor. A list of discontinued customers shall be provided to the City's code enforcement officer. 80 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 8.02.7 REVIEW OF BILLINGS The City Manager, or his designee, may require that Contractor to review its Billings to customers. The purpose of the review is to determine that the amount Contractor is billing each customer is correct in terms of the level of service (i.e. frequency Collection, size of container, location of container) being provided to such customer by Contractor. Contractor shall review customer accounts not less than every other year, and submit to City a written report of that review annually on the anniversary of the effective day of this Agreement. The intent of this Section is for City to have the right to receive reports that will cover the entire list of customers every other year. The scope of the review and the reviewer's work plan shall be submitted to City for approval prior to submission of the first report. In the event, of an overcharge, Contractor shall refund to Customers overcharges, including advance payments for services that Customer subsequently canceled, within thirty (30) Days of Contractor's receipt of Customer payment or Contractor's discovery of the overcharge. 8.02.8 NOTIFICATION OF BILLING CHANGES 8.03 APPLICATION TO ADJUST MAXIMUM RATES Beginning on Apil 1, 2025, and each April 1 thereafter, Contractor may, subject to compliance with all provisions of this Article, submit an application for an adjustment in Contractor's Maximum Rates as set forth in Exhibit O to this Agreement. If Contractor timely submits such an application, then the adjustment in Contractor's Maximum Rates shall be effective the July 1 immediately following the application. Upon adjustment of the Maximum Rates pursuant to this Agreement, Exhibit O shall be deemed automatically amended, so that at any point in time it reflects the then -applicable Maximum Rates, as adjusted to date. Contractor shall notify customers of any changes in Maximum Rates within 15 days of receiving approval from the City. Provided however, if the City provides written notice to the Contractor no later than May 15 of the year that the adjustment to Maximum Rates is to take effect that an application for an adjustment in Contractor's Maximum Rates does not comply with the requirements of this Agreement, the Maximum Rates for that particular application shall not be adjusted until after the Contractor has demonstrated that the application does comply with the requirements of Exhibit M or Exhibit N, as applicable, or addressed the issues identified in the City's written notice. 8.03.1 RRI ADJUSTMENT APPLICATION Beginning on April 1, 2018, and annually thereafter during the term of this Agreement. Contractor shall submit an application to the City to adjust Contractor's Maximum Rates, which are set forth in on Exhibit O of this Agreement, by the Refuse Rate Index ("RRI") adjustment set forth below. The application shall be submitted to the City in electronic form, showing current Maximum Rates, the RRI cost categories, the RRI indices, changes in the RRI indices, the amount of any such adjustment to the Maximum 81 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA Rates, and a complete schedule of the Contractor's proposed Maximum Rates. The RRI adjustment shall be calculated using the RRI methodology included in Exhibit M. Notwithstanding the foregoing or Exhibit M, but subject to the capital purchase provision in the next paragraph, no annual RRI adjustment shall exceed five percent (5%). If the RRI adjustment as calculated in Exhibit M yields a calculated adjustment above five percent (5%), then the actual RRI adjustment for the Rate Year in question shall be five percent (5%). The excess positive adjustment (above 5%) shall be carried forward and added to the next year's rate adjustment, if the next year's rate adjustment is an RRI adjustment. In that event, the five percent (5%) cap shall be applied to the combined total of the carried -forward amount plus the RRI adjustment as calculated in Exhibit M. If the combined total exceeds five percent (5%), the excess shall be carried forward and the above process repeated. For clarity, the five percent (5%) cap does not apply to DRR adjustments or any other adjustments provided for under this Agreement, nor shall any carried -forward amount be added to any DRR adjustments. The parties acknowledge that Contractor may need to make capital purchases during RRI years to replace vehicles or other equipment that have reached the end of their useful life or no longer comply with regulatory requirements, to perform Contractor's obligations under this Agreement, or to meet the milestone requirements of CARB's Advanced Clean Fleets regulation (including the costs of zero -emission vehicles and related charging/fueling infrastructure). Subject to approval by the City Manager, not to be unreasonably withheld, Contractor shall be entitled to an adjustment in Maximum Rates in RRI years, over and above the RRI adjustment, in an amount sufficient to cover the costs of such capital purchases. Capital purchases shall include Recology Leasing Inc.'s purchase of assets and lease of such assets to Contractor; in such case, the lease cost to Contractor shall be calculated as set forth in Exhibit N. In its RRI adjustment application, Contractor shall include the capital purchases it wishes to make, the justification for them, the associated costs, and the effect on Maximum Rates. Costs of capital purchases shall be deemed to include a profit margin calculated by applying the operating ratio as set forth in Exhibit N. For clarity, the application of this paragraph may result in Maximum Rate increases in RRI years that exceed five percent (5%). Contractor may include as a part of an RRI calculation a retroactive adjustment to the disposal or organics element if an adjustment to the tipping fee is effective after the previous July 1st application submittal, but priorto the current RRI adjustment. In any year that Contractor fails to submit an adjustment application there shall be no adjustment of Maximum Rates. In any year that the calculation of the RRI (including carryforward of any excess amounts from a prior RRI adjustment) results in a negative number, there shall be no adjustment of Maximum Rates. Instead the negative RRI number shall be added to the result of the subsequent years RRI calculation and the result shall be the RRI adjustment for that subsequent year. If the subsequent year is a DRR year, then the negative amount shall be not be carried forward to that year. 82 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-El43-46B2-8BFB-22FB1364CCDA 8.03.2 RRI PROCEDURE Beginning on or before each April 1 during the term of this Agreement, as part of its application for an RRI adjustment in Maximum Rates, Contractor shall deliver to City financial information for the specific services performed under this Agreement for the preceding Agreement year. Such financial information shall be in the format as set forth in Exhibit M (Refuse Rate Index), or as may be further revised by City from time to time. If Contractor fails to submit the financial information in the required format by April 1st, it is agreed that Contractor shall be deemed to have waived its application for an RRI adjustment in Contractor's Maximum Rates for that year. Notwithstanding the foregoing, Contractor's failure to provide the financial information shall not preclude City from applying the RRI using the prior year's financial data, or pro forma data if no prior year financial data is available, if that application would result in a negative RRI. If Contractor's failure to submit the financial information required under this Section 8.03.2 is the result of extraordinary or unusual circumstances as demonstrated by Contractor to the satisfaction of the City Manager, City, at its sole discretion, may consider the request for the annual RRI rate adjustment. Annual adjustments shall be made only in units of one cent ($0.01). Fractions of less than one cent ($0.01) shall not be considered in making adjustments. The indices shall be truncated at four (4) decimal places for the adjustment calculations. By each June 1, 2025 during the term of this Agreement, the City Manager, or his or her designee, shall notify Contractor that Contractor's application for an RRI adjustment in Contractor's Maximum Rates is complete and deemed to be calculated correctly and Maximum Rates shall be adjusted accordingly on the subsequent July 1st. In the event that the City Manager, or his or her designee, finds that the Contractor has not correctly calculated its RRI adjustment in Contractor's Maximum Rates, the City Manager, or his or her designee, shall notify Contractor of any such calculation errors by June 1, and the parties shall cooperate in good faith to resolve them, and shall use best efforts to do so by July 1. Any delay in adjustments due to Contractor's calculation errors shall not be made retroactive on Contractor's Maximum Rates. 8.04 CITY OR CONTRACTOR REQUESTED DETAILED RATE REVIEW A Detailed Rate Review ("DRR") may be conducted if requested by either the City or the Contractor by written notice to the other delivered at least six months prior to the July 1 st start of the Rate Year in which the results for the Detailed Rate Review are to be applied. The City or the Contractor may request a Detailed Rate Review ("DRR") to be conducted following the procedures as specified in Exhibit N. However, a Detailed Rate Review shall not be conducted more than once every three (3) Rate Years. The Contractor and the City will make good faith efforts to purchase capital during DRR years, though this is not a requirement of this Agreement. If the request is timely made and is not barred by the three (3) year limitation stated above, then Maximum Rates for that Rate Year shall be adjusted using the DRR methodology set forth in Exhibit N, rather than 83 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA the RRI methodology set forth in Sections 8.03.1-8.03.2 and Exhibit M. The Contractor shall reimburse the City for its cost of conducting the Detailed Rate Review, and such reimbursement shall be an allowable pass -through cost in the DRR methodology. 8.05 EXTRAORDINARY RATE ADJUSTMENT Contractor and City acknowledge that there may be infrequent extraordinary events, including Change in Law, which, although they do not prevent either party from performing, and thus do not implicate the force majeure provisions hereof, nevertheless increase the cost of providing services above the Maximum Service Rate Adjustment articulated in Section 8.03. The obligation of the parties in such event is to act reasonably toward each other in arriving at an appropriate adjustment in rates. Accordingly, at its option, Contractor may apply to the City not more frequently than once every three calendar years, for an extraordinary rate adjustment should an event or circumstance arise which negatively impacts the economic operation of Contractor and which is in excess of the rate adjustment resulting from the application of Section 8.03. An extraordinary adjustment in rates will be deemed justified if it is necessary for the Contractor to make a substantial change in its operations, or substantial capital expenditure or investment to perform its obligations under this Agreement due to the occurrence of an event or circumstance which is beyond the reasonable control of Contractor. Extraordinary rate adjustments shall only be effective after approval by the City Council. For the avoidance of doubt, the right to request an extraordinary rate adjustment under this Section 8.05 is separate and distinct from and in no way limits the rights of either party to initiate a Detailed Rate Review pursuant to Section 8.04. 8.05.1 CONTRACTOR'S BURDEN. In the event of such an application for an extraordinary rate increase, it is understood that the Contractor shall have the burden of demonstrating to the reasonable satisfaction of the City the basis for the extraordinary increase cost. Contractor shall bear the burden of justifying its request and shall be solely responsible for the cost of preparing and submitting sufficient documentation in support of its request. City in its sole reasonable discretion may request Contractor to provide any additional information it deems necessary to fully evaluate the request, and Contractor shall be solely responsible for the cost of providing such additional information. Contractor shall allow City to review a report of its annual revenues and expenses for the services provided in the City. City shall have the right to review this information in connection with the City's review of Contractor's extraordinary rate adjustment request. With respect to any financial statements or any other information Contractor specifically designates as non-public information ("Confidential Information"), City agrees that, except as otherwise set forth in this Section: (a) it will hold in confidence all Confidential Information; (b) it will restrict the disclosure of Confidential Information within its own organization and to its agents or representatives who need to know the Confidential Information for the purposes of the request; (c) it will not disclose Confidential Information to any third party without the prior written consent of the Contractor; (d) it will not copy or reproduce any written "or electronically stored Confidential Information without the prior written approval of the Contractor; and (e) it will not use Confidential Information except as required for consideration of 84 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-BBFB-22FB1364CCDA the request. City may consider increases or decreases in Contractor's total revenues and total cost of services when reviewing an extraordinary rate adjustment request. Notwithstanding any other provision in this Section, the City will inform the Contractor upon receiving a California Public Records Act request or a subpoena for any Confidential Information by written notice delivered to the Contractor ("Notice"). The Contractor will have five (5) days from the date of the Notice to inform the City in writing of its intent to assert its confidentiality rights under this Agreement. The Contractor will then have fifteen (15) days from the date of the Notice to seek and obtain a court order or other judicial ruling to prevent the disclosure of the Confidential Information. If the Contractor fails to act within the five (5) or fifteen (15) day windows described above, the City may disclose the requested Confidential Information to the requestor or subpoenaing party. In the event Contractor seeks a court order to stay or enjoin the disclosure of the Records, Contractor agrees to indemnify and hold harmless the City, its Council, elected and appointed board or commission members, officers, employees, volunteers, and agents (collectively, "Indemnities") from and against any and all loss, liability, penalty, forfeiture, claim, demand, action, proceeding, or suit in law or equity of any and every kind and description, whether judicial, quasi-judicial, or administrative in nature, arising or resulting from or in any way connected with the subject of a CPRA, FOIA request, or subpoena for the Confidential Records. For the purposes of this Section, "Records" shall mean records created or maintained by Contractor in accordance with this Agreement, including those records that may include financial statements or Confidential Information of Contractor. Contractor's indemnity obligation shall survive the expiration or termination of this Agreement. 8.05.2 REVIEW COSTS. At the time of its request, Contractor shall also submit a payment to the City of Twenty -Five Thousand Dollars ($25,000) to defray the City's costs to review the request. In the event the City's reasonable costs exceed that amount, Contractor shall reimburse the City for any documented amount in excess. This payment amount shall increase annually by the CPI Adjustment Calculation in Section 6.03.1 8.05.3 MEET AND CONFER. The City and Contractor agree to meet and confer regarding the request and to negotiate in good faith regarding the appropriateness of the requested adjustment. 8.05.4 CITY REVIEW; APPROVAL. City shall review the Contractor's request and, in the City's sole and reasonable judgment, make the final determination as to whether an adjustment to the Maximum Service Rates will be made, and, if an adjustment is permitted, the appropriate amount of the adjustment. Approval of the City Council shall be required for any Extraordinary Adjustments. The City shall notify Contractor of its decision within ninety (90) calendar days regarding whether it accepts Contractor's request. Except as provided herein, any such change 85 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA approved by the City shall not be implemented until July 1 of the next Rate Year unless a different timeframe is approved by the City Council. 8.06 INVALIDATION OF RATE ADJUSTMENT In the event that City is unable by operation of Applicable Law to approve or implement an increase in the Maximum Rate under this Article 8, or some or all of the Maximum Rates are disallowed by operation of Applicable Law, Contractor will have the right, within thirty (30) days after notice of any such inability to approve or invalidation of an approved rate increase, to request, in writing, that City negotiate in good faith regarding reductions in programs, services, or fees to compensate for any negative impact from the unapproved or invalidated rate increase. If City fails to commence negotiations in good faith or negotiations are not completed within forty-five (45) days following the date of receipt of Contractor's request, either party may terminate this Agreement no earlier than one hundred and eighty (180) days after written notice to the other. 8.07 LOW INCOME DISCOUNT PROGRAM 8.07.1 PROGRAM Contractor shall provide a fifteen percent (15%) discount off Single -Family Residential Customer Rates to qualified Single -Family Residential customers ("Discount"), commencing on July 1, 2020. To qualify, the customer must: (a) live in a Single -Family Residence that is billed separately (not combined with any other dwelling unit); and (b) provide Contractor with a copy of the customer's PG&E bill (or other suitable documentation of a type approved in advance by City) verifying that the customer is enrolled in PG&E's CARE Program. Participating customers shall be required by Contractor to promptly notify it if they are no longer enrolled in the CARE Program. Contractor shall require participating customers to reconfirm their eligibility for the Discount by submitting their most recent PG&E bill to Contractor annually, so that they receive no more than twelve (12) months of discounted rates between each eligibility determination (except for the retroactively -applied Discount referred to in the next sentence). Contractor shall begin applying the Discount to customer invoices issued after the customer qualifies, provided, however, that qualifying customers who submit applications on or before August 31, 2020 shall have the Discount applied retroactively to charges for services provided on or after July 1, 2020. 8.07.2 PROGRAM FUNDING The Discount shall be fully funded by City through unrestricted revenues available to the City, to be paid by the City to Contractor on a monthly basis on a mutually agreed date earlier than the date City Fee payments are due under Section 7.03. The amount of each monthly payment shall equal the total dollar amount of the Discounts provided on customer invoices issued in the previous month. In the event that the City does not make payment by the agreed date, Contractor shall be entitled to a dollar -for -dollar reduction from City Fee payments required under Section 7.01 and 7.03. In such event, Contractor shall be entitled to offset the dollar amount of the Discount against the amount of the City 86 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA Fee that would otherwise be payable pursuant to Sections 7.01 and 7.03. Contractor shall apply such offsets on a monthly basis, reducing the dollar amount of the monthly City Fee payment by the dollar amount of the Discounts provided on customer invoices issued in the previous month. Contractor shall report to City the amount of such offsets on a monthly basis, at the time Contractor submits the City Fee payment. Contractor shall also include in its annual report a summary of the number of customers receiving the Discount each month, their service levels, and the total monthly dollar amount of the Discount. ARTICLE IX INDEMNITY, INSURANCE, FAITHFUL PERFORMANCE 9.01 HAZARDOUS SUBSTANCE INDEMNIFICATION Contractor shall defend with counsel selected by City and indemnify. protect and hold harmless, the City, its officers, directors, employees, volunteers, and agents (collectively, "City Parties") from and against any and all claims, damages (including but not limited to special, consequential, natural resources, and punitive damages), injuries, costs, (including without limit any and all 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, without limit attorneys' expert witness fees and costs incurred in connection with defending against any of the foregoing or in enforcing this indemnity [collectively. "Damages"]), or of any kind whatsoever paid, incurred or suffered by, or asserted against City Parties, arising from or attributable to the acts or omissions of Contractor whether or not negligent or otherwise culpable, in connection with or related to the performance of this Agreement, including without limit damages arising from or attributable to any operations, repair, cleanup or detoxification, or preparation and implementation of any removal, remedial, response, closure, post -closure, or other plan (regardless of whether undertaken due to governmental action) concerning any Hazardous Substance or Hazardous Waste or other waste collected under this Agreement. Contractor must notify the City within 24 hours of any incident likely to involve indemnification under this Section. This indemnity afforded to City shall only be limited to exclude coverage for intentional wrongful acts and sole negligence of City, and as provided below. The forgoing indemnity is intended to operate as an Agreement pursuant to §107(e) of the Comprehensive Environmental Response, Compensation and Liability Act, CERCLA, 42 USC §9607(e) and California Health and Safety Code §25364, to defend, protect, hold harmless, and indemnify City Parties from liability. This provision is in addition to all other provisions in this Agreement and is intended to survive the end of the Term of this Agreement. Nothing in this paragraph shall prevent City Parties from seeking indemnification or contribution from Persons or entities other than Contractor for any liabilities incurred by City Parties or the Contractor. As determined in the sole discretion of the City, Contractor shall be required to secure, from its parent company, the indemnification required by this Section. 87 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 9.02 AB 939 INDEMNIFICATION Contractor shall, by implementing in a timely and effective manner, the diversion, education and other required programs or actions required by this Agreement, comply with the diversion requirements for Rohnert Park of the California Integrated Waste Management Act of 1989 ("Act") (California Public Resources Code Section 40000 et seq.) to attain 50 percent diversion of Refuse from Disposal into landfills. In addition to all other relief provided Contractor and City under this Agreement, Contractor agrees to defend, indemnify, and hold harmless, the City Parties from and against all fines and/or penalties imposed by the California Integrated Waste Management Board for operations during the Term of this Agreement in the event the source reduction and Recycling goals or any other requirement of the Act are not met by the Contractor with respect to the waste stream collected under this Agreement and such failure is due to the failure of Contractor to meet its obligations under this Agreement and/or for delays in providing information that prevents Contractor or City from submitting reports required by AB 939 in a timely manner. 9.03 INSURANCE 9.03.1 MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: A. Insurance Services Office form number CG 0001 covering Commercial General Liability or Comprehensive General Liability Insurance, or its equivalent. B. Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 "any auto" and endorsement form if applicable, or its equivalent. C. Workers' Compensation insurance as required by the Labor Code of the State of California and Employer's Liability insurance. D. Employee Blanket Fidelity Bond. E. Pollution Liability insurance covering Contractor's business operations, including completed operations and sudden and gradual coverage for third -party liability. The policy shall include coverage for: 1) bodily injury, sickness, or disease sustained by any person, including death; 2) property damage, including physical injury to or destruction of tangible property including the resulting loss of use thereof, 3) cleanup costs, and the loss of use of tangible property that has not been physically injured or destroyed including diminution of value and natural resources damages; 88 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46132-8131`8-22FI31364CCDA 4) loss arising from pollutants including but not limited to fungus, bacteria, asbestos, lead, silica, and contaminated drywall; 5) contractual liability coverage for liability assumed by Contractor under a written contract or agreement, 6) claims arising from owned and non -owned disposal sites utilized in the performance of this Agreement. 9.03.2 MINIMUM LIMITS OF INSURANCE Contractor shall maintain limits no less than: A. Commercial General Liability: $10,000,000 per occurrence and annual aggregate for bodily injury, personal injury and property damage. Limits may be met with a combination of primary and excess liability. B. Automobile Liability: $10,000,000 combined single limit per accident for bodily injury and property damage. Limits may be met with a combination of primary and excess liability. C. Workers' Compensation and Employer's Liability: Workers' Compensation limits of the statutory level required by the Labor Code of the State of California and Employer's Liability limits of $1,000,000 per accident. D. Employee Blanket Fidelity Bond in the amount of $50,000 per employee, covering dishonesty, forgery, alternation, theft, disappearance, and destruction (inside or outside). E. Pollution Liability: $2,000,000 per loss. Limits may be met with a combination of primary and excess liability. 9.03.3 DEDUCTIBLES AND SELF -INSURED RETENTIONS Any deductibles or self -insured retentions must be declared to and approved by the City. OTHER INSURANCE PROVISIONS The policies are to contain, or be endorsed to contain, the following provisions: A. General Liability, Automobile Liability and Pollution Liability Coverage. 1) The City, its officials, employees, and volunteers are to be covered as additional insureds as respects (1) liability arising out of activities performed by or on behalf of the Contractor; (2) products and completed operations of the Contractor; (3) Premises owned, leased or used by the Contractor; or (4) automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special 89 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA limitations on the scope of protection afforded to the City, its officials, employees, or volunteers. 2) The Contractor's insurance coverage shall be primary insurance as respects the City, its officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officials, employees, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its officials, employees, or volunteers. 4) Coverage shall state that the Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. B. Workers' Compensation and Employer's Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City, its officials, employees, and volunteers for losses arising from work performed by the Contractor for the City. C. All Coverages. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits, except after endeavoring to provide thirty (30) days' prior written notice (ten (10) days for cancellation due to non-payment of premium) by certified mail, return receipt requested, to the City. 9.03.4 ACCEPTABILITY OF INSURERS With the exception of Workers' Compensation Insurance covered by State Fund, the insurance policies required by this Section shall be issued by an insurance company or companies authorized to do business in the State of California and with a rating in the most recent edition of Best's Insurance Reports of size category VII or larger and a rating classification of "A" or better. 9.03.5 VERIFICATION OF COVERAGE Contractor shall furnish Contractor's insurance agent a copy of these specifications and City approved endorsement, and direct the agent to provide the City with certificates of insurance and with original endorsements affecting coverage required by this clause. The endorsements shall be submitted to City on forms (Exhibit L) provided by the City or on other forms that conform to the City's requirements and are approved the City. Issuance of documentation indicates the Contractor's insurance complies with these provisions. The certificates and endorsements for each insurance policy are to be signed by a Person authorized by that insurer to bind coverage on its behalf. The City reserves the right to require complete, certified copies of all required insurance policies and endorsements at any time. 90 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 9.03.6 REQUIRED ENDORSEMENTS A. The Workers' Compensation policy shall contain an endorsement in substantially the following form: 1) "Endeavor to provide thirty (30) days' prior written notice to the City of Rohnert Park in the event of cancellation, reduction in coverage, or non -renewal of this policy, except ten (10) days for cancellation due to non-payment of premium. Such notice shall be sent via email to the City Manager and its designated representative." 2) "The Workers' Compensation policy is to be endorsed with a Waiver of Subrogation. The insurance company, in its endorsement, agrees to waive all rights of subrogation against the City Parties for losses paid under the terms of this policy which arise from the work performed by the named insured for the City." B. The Commercial General Liability Business, Automobile Liability and Pollution Liability policies shall contain endorsements in substantially the following form: 1) "Endeavor to provide thirty (30) days' prior written notice to the City of Rohnert Park in the event of cancellation, reduction in coverage, or non -renewal of this policy, except ten (10) days for cancellation due to non-payment of premium. Such notice shall be sent via email to the City Manager and its designated representative." 2) "The City of Rohnert Park, its officers, employees, and agents are additional insureds on this policy. The City requires form CG 20 10 11 85, or its equivalent." 3) "This policy shall be considered primary insurance as respects any other valid and collectible insurance maintained by the City of Rohnert Park, including any self -insured retention or program of self- insurance, and any other such insurance shall be considered excess insurance only." 4) "Inclusion of the City of Rohnert Park as an insured shall not affect the City's rights as respects any claim, demand, suit or judgment brought or recovered against the Contractor. This policy shall protect Contractor and the City in the same manner as though a separate policy had been issued to each, but this shall not operate to increase the Contractor's liability as set forth in the policy beyond the amount shown or to which the Contractor would have been liable if only one party had been named as an insured." 91 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 9.03.7 DELIVERY OF PROOF OF COVERAGE Contractor will renew the required coverage annually as long as City Parties face liability exposure pursuant to this Agreement. This obligation shall survive termination of this Agreement for the statute of limitations period for any such exposure. Any Claims Made Policies shall be extended to meet the coverage requirements of this contract and shall survive termination of this Agreement and provide for coverage up to the statute of limitations for any such exposure and/or loss. Termination of Contractor's obligation pursuant to this Section 9.03.7 shall be effective only upon City's written notice to Contractor notifying Contractor of such termination or upon expiration of the statute of limitations period applicable to such exposure, whichever is first to occur. Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing the contractually required coverage. Proof that such coverage has been ordered shall be submitted by Contractor to City prior to expiration. Annually a coverage binder or letter from Contractor's Insurance Agent including the contractually required Certificate of Insurance and/or Additional Insured Endorsement, must be provided to City within thirty (30) days prior to expiration of coverage and/or renewal of coverage. Such certificates shall show the type and amount of coverage, effective dates and dales of expiration of policies, and shall have all required endorsements. 9.03.8 OTHER INSURANCE REQUIREMENTS A. In the event any services are delegated to a subcontractor, the Contractor shall request all subcontractors performing work in connection with this Agreement to maintain the following minimum insurance: Workers' Compensation in accordance with applicable law or regulation, Employer's Liability with limits of $3,000,000, Commercial General Liability with limits of $3,000,000 per occurrence and $5,000,000 in the annual aggregate, and Automobile Liability insurance with limits of $10,000,000 require such subcontractor to provide statutory Workers' Compensation insurance and Employer's Liability insurance for all of the subcontractor's employees engaged in the work in accordance with Article 5. The liability insurance required by Section 9.03.2 shall cover all subcontractors or the subcontractor must furnish evidence of insurance provided by it meeting all of the requirements of this Section 9.03. B. The Contractor shall comply with all requirements of the insurers issuing policies. The carrying of insurance shall not relieve Contractor from any obligation under this Agreement. If any claim is made by any third person against the Contractor or any subcontractor on account of any occurrence related to this Agreement, the Contractor shall promptly report the facts in writing to the insurance carrier and to the City. If Contractor fails to procure and maintain any insurance required by this Agreement, the City may take out and maintain, at the Contractor's expense, such insurance as it may deem proper and deduct the cost thereof from any monies due the Contractor. 92 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA The Commercial, General, and Automobile Liability insurance required by Section 9.03.2 shall be written on an "occurrence," rather than a "claims made" basis, if such coverage is obtainable. If it is not obtainable, Contractor must arrange for a 36-month "tail coverage" to protect the City from claims filed after the expiration or termination of this Agreement relating to incidents, which occurred prior to such expiration or termination. 9.04 FAITHFUL PERFORMANCE Simultaneously with the execution of this Agreement, Contractor shall provide the City a performance bond on an annually renewable bond form reasonably acceptable to the City, payable to the City, securing the Contractor's faithful performance of its obligations under this Agreement. The amount of the performance bond shall be One Million Dollars ($1,000,000). City agrees that the form of performance bond currently on file with the City (#106836422 ) is acceptable. Contractor shall renew the bond annually with a continuation certificate so that it is maintained in full force and effect throughout the Term of this Agreement. ARTICLE X CITY'S RIGHT TO PERFORM SERVICE 10.01 GENERAL In the event that the Contractor, for any reason whatsoever, fails, refuses or is unable to collect, transport, or dispose of any or all Refuse and/or collect and process Recyclable Materials or Organic Materials which it is required by this Agreement to collect and transport, at the time and in the manner provided in this Agreement, for a period of more than forty-eight (48) hours, and if, as a result thereof, Refuse and/or Recyclable Materials or Organic Materials should accumulate in the City to such an extent, in such a manner, or for such a time that City Manager, in his or her sole discretion, should determine that such accumulation endangers or menaces the public health, safety, or welfare, then the City shall have the right, but not the obligation, upon twenty-four (24) hours' prior written notice to Contractor during the period of such emergency as determined by City Manager: (1) to perform, or cause to be performed, such services itself with its own or other personnel without liability to Contractor; and/or (2) to take possession of any or all of Contractor's land, equipment, and other property used or useful in the Collection and Transportation of Refuse and Recyclable Materials or Organic Materials, and to use such property to collect and transport any Refuse, Recyclable Materials, or Organic Materials generated within the City which Contractor would otherwise be obligated to collect and transport pursuant to this Agreement. Notice of the Contractor's failure, refusal, or neglect to collect and transport Refuse, Recyclable Materials or Organic Materials may be given orally by telephone to the Contractor at its principal office and shall be effective immediately. Written confirmation of such oral notification may be sent to Contractor within twenty-four (24) hours of the oral notification. Contractor further agrees that in such event: 93 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA A. It will fully cooperate with City in transfer of possession of property to the City for City's use. B. It will, if City so requests, keep in good repair and condition all of such property, provide all motor vehicles with fuel, oil, and other service, and provide such other service as may be necessary to maintain said property in operational condition. C. City may immediately engage all or any personnel necessary or useful for the Collection and Transportation of Refuse, Recyclable Materials, or Organic Materials including, if City so desires, employees previously or then employed by Contractor, Contractor further agrees, if City so requests, to furnish City the services of any or all management or office personnel employed by Contractor whose services are necessary or useful for Refuse, Recyclable Materials, or Organic Materials Collection and Transportation operations and for the billing and collection of fees for these services. The City agrees that it assumes complete responsibility for the proper and normal use of such equipment and facilities while in its possession. If the interruption or discontinuance of service is caused by any of the reasons listed in Section 11.06, the City shall pay to Contractor the fair market rental value of the equipment and facilities, possession of which is taken by the City, for the period of the City's possession, if any, which extends beyond the period of time for which City has rendered bills in advance of service, for the class of service involved. Except as otherwise expressly provided in the previous paragraph, the parties acknowledge that the City's exercise of its rights under this Article 10; (1) does not constitute a taking of private property for which compensation must be paid; (2) will not create any liability on the part of City to Contractor; and (3) does not exempt Contractor from the indemnity provisions of Article 9, which are meant to extend to circumstances arising under this Section, provided that Contractor is not required to indemnify City against claims and damages arising from the sole negligence of City Parties in the operation of Collection vehicles during the time the City has taken possession of such vehicles. 10.02 DURATION OF CITY'S POSSESSION City has no obligation to maintain possession of Contractor's property and/or continue its use in collecting and transporting Refuse, Recyclable Materials, or Organic Materials for any period of time and may, at any time, in its sole discretion, relinquish possession to the Contractor. The City's right to retain temporary possession of Contractor's property, and to provide Refuse Collection services, shall continue until Contractor can demonstrate to the City's satisfaction that it is ready, willing, and able to resume such services or 180 days, whichever occurs first. 94 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA ARTICLE XI DEFAULT AND REMEDIES 11.01 EVENTS OF DEFAULT Each of the following shall constitute an event of default ("Event of Default") hereunder: A. Contractor fails to perform its obligations under this Agreement, or future amendment to this Agreement, and (1) if the failure or refusal of Contractor to perform services as described in Section 5.02, Refuse Service; Section 5.03, Recycling Services; Section 5.04, Organic Materials Program; Section 5.07, Household Dry Cell Battery Recycling Program; Section 5.08, City Facilities and Event Collection, or Section 5.17, Street Sweeping Services, as required by this Agreement, is not cured within two (2) business days after receiving notice from the City specifying the breach; or (2) in the case of any other breach of the Agreement, the breach continues for more than thirty (30) calendar days after written notice from the City for the correction thereof, provided that where such breach cannot be cured within such thirty- (30) day period, Contractor shall not be in default of this Agreement if Contractor shall have commenced such action required to cure the particular breach within ten (10) calendar days after such notice, and it continues such performance diligently until completed. B. Any representation or disclosure made to City by Contractor in connection with or as an inducement to entering into this Agreement or any future amendment to this Agreement, which proves to be false or misleading in any material respect as of the time such representation or disclosure is made, whether or not any such representation or disclosure appears as part of this Agreement. C. There is a seizure or attachment (other than a pre judgment attachment) of, or levy affecting possession on, the operating equipment of Contractor, including without limit its vehicles, maintenance, or office facilities, or any part thereof of such proportion as to substantially impair Contractor's ability to perform under this Agreement and which cannot be released, bonded, or otherwise lifted within forty- eight (48) hours excluding weekends and holidays. D. Contractor files a voluntary petition for debt relief under any applicable bankruptcy, insolvency, debtor relief, or other similar law now or hereafter in effect, or shall consent to the appointment of or taking of possession by a receiver, liquidator, assignee (other than as a part of a transfer of equipment no longer useful to Contractor or necessary for this Agreement), trustee (other than as security for an obligation under a deed of trust), custodian, sequestrator (or similar official) of the Contractor for any part of Contractor's operating assets or any substantial part of Contractor's property, or shall make any general assignment for the benefit of Contractor's creditors, or shall fail generally to pay Contractor's debts as they become due or shall take any action in furtherance of any of the foregoing. 95 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA E. A court having jurisdiction shall enter a decree or order for relief in respect of the Contractor, in any involuntary case brought under any bankruptcy, insolvency, debtor relief, or similar law now or hereafter in effect, or Contractor shall consent to or shall fail to oppose any such proceeding, or any such court shall enter a decree or order appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of the Contractor or for any part of the Contractor's operating equipment or assets, or orders the winding up or liquidation of the affairs of Contractor. F. Contractor fails to provide reasonable assurances of performance as required under Section 11.07. G. Contractor delivers Refuse to a Disposal Site or Organic Materials to a Composting Facility other than the specific facilities designated by City, unless Contractor receives written notice from City of permanent change in designated facility, or City has expressly directed Contractor in writing to temporarily transport Refuse or Organic Materials to an alternate site due to an inability of City designated facility to accept materials. 11.02 RIGHT TO TERMINATE UPON DEFAULT Upon the occurrence of an Event of Default by Contractor, the City shall have the right to unilaterally terminate this Agreement upon further ten (10) days' prior notice to Contractor without the need for any hearing, suit or legal action. 11.03 POSSESSION OF PROPERTY UPON TERMINATION In the event of termination for default, the City shall have the right to take possession of any and all of Contractor's land, equipment, and other property used or useful in the Collection and Transportation of Refuse, Recyclable Materials, or Organic Materials and the billing and collection of fees for these services and to use such property. The City shall have the right to retain the possession of such property until other suitable arrangements can be made for the provision of Refuse, Recyclable Materials, or Organic Materials Collection services, which may include the award of an Agreement to another company, if the City retains possession thereof after the period of time for which Contractor has already received revenue from the bills issued in advance of providing service for the class of service involved, the Contractor shall be entitled to the reasonable rental value of such property (which shall be offset against any damages due the City for the Contractor's default). 11.04 CITY'S REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE The City's right to terminate the Agreement under Section 11.02 and to take possession of the Contractor's properties under Section 11.03 are not exclusive, and the City's termination of the Agreement 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 City may have, including the City's right to recovery on the faithful performance bond (described in Section 9.04 of this Agreement) in the Event of Default. 96 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA By virtue of the nature of this Agreement, the urgency of timely, continuous, and high quality service, the lead time required to effect alternative service, and the rights granted by City to the Contractor, the remedy of damages for a breach hereof by Contractor is inadequate and City shall be entitled to injunctive relief. 11.05 LIQUIDATED DAMAGES 11.05.1 GENERAL The City finds, and Contractor 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 City as a result of a breach by Contractor of its 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 for which the City may incur costs in response which are incapable of measurement in precise monetary terms; that (iii) exclusive services 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 breaches, and other remedies are, at best, a means of future correction and not remedies which make the public whole for past breaches. 11.05.2 SERVICE PERFORMANCE STANDARDS; LIQUIDATED DAMAGES FOR FAILURE TO MEET STANDARDS The parties further acknowledge that consistent, reliable Refuse, Recyclable Materials, and Organic Materials Collection service is of utmost importance to City and that City has considered and relied on Contractor's representations as to its quality of service commitment in awarding the Agreement to it. The parties further recognize that some quantified standards of performance are necessary and appropriate to ensure consistent and reliable service and performance. The parties further recognize that if City reasonably determined that Contractor fails to achieve the performance standards, or fails to submit required documents in a timely manner, City 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 City will suffer. Therefore, without prejudice to City's right to treat such non-performance as an Event of Default under this Section 11.05.2, the parties agree that the following liquidated damage amounts represent a reasonable estimate of the amount of such damages that would be incurred by City considering all of the circumstances existing on the date of this Agreement, including the relationship of the sums to the range of harm to City that reasonably could be anticipated and the anticipation that proof of actual damages would be costly or impractical. 97 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA Contractor agrees to pay (as liquidated damages and not as a penalty) the amounts set forth in the Schedule of Liquidated Damages, Exhibit G. City may reasonably determine the occurrence of events giving rise to liquidated damages through (1) the observation of its own employees or representative, or (2) investigation of customer Complaints. Liquidated damages will only be assessed after Contractor has been given the opportunity but failed to rectify the damages as described in this Agreement. Prior to assessing liquidated damages, City shall give Contractor notice of its intention to do so. The notice will include a brief description of the i ncident(s)/non -performance. City may review (and receive copies at Contractor's expense) all information in the possession of Contractor relating to incident(s)/non-performance. Contractor may, within ten (10) days after receiving the notice, request a meeting with City. Contractor may present evidence in writing and through testimony of its employees and others relevant to the incident(s)/non-performance. City will provide Contractor with a written explanation of its determination on each incident(s)/non-performance prior to authorizing the assessment of liquidated damages. The decision of whether to assess liquidated damages shall be made by the City Council and shall be final. 11.05.3 AMOUNT City may assess liquidated damages for each calendar day or event, as appropriate, that Contractor fails to abide by the terms and provisions of this Agreement. 11.05.4 TIMING OF PAYMENT Contractor shall pay any liquidated damages assessed by City within ten (10) days after they are assessed. If they are not paid within the ten (10) day period, City may proceed against the performance bond required by the Agreement or order the termination of the Agreement granted by this Agreement, or both. 11.06 EXCUSE FROM PERFORMANCE The parties shall be excused from performing their respective obligations hereunder in the event they are prevented from so performing by reason of floods, earthquakes, other "acts of God." war, civil insurrection, riots, acts of any government (including judicial action), and other similar catastrophic events which are beyond the control of and not the fault of the party claiming, excuse from performance hereunder. Labor unrest, including but not limited to strike, work stoppage or slowdown, sick-out, picketing, or other concerted job action conducted by Contractor's employees or directed at Contractor is not an excuse from performance and Contractor shall be obligated to continue to provide service notwithstanding the occurrence of any or all of such events. In the case of labor unrest or job action directed at a third party over whom Contractor has no control, the inability of Contractor to make Collections due to the unwillingness or failure of the third party to provide reasonable assurance of the safety of Contractor's employees while making Collections or to make reasonable accommodations with respect to container placement and point of Delivery, time of Collection, or other operating 98 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA circumstances to minimize any confrontation with pickets or the number of Persons necessary to make Collections shall, to that limited extent, excuse performance and provided further that the foregoing excuse shall be conditioned on Contractor's cooperation in making Collection at different times and in different locations. The party claiming excuse from performance shall within two (2) days after such party has notice of such cause, give the other party notice of the facts constituting such cause and asserting its claim to excuse under this Section. In the event that either party validly exercises its rights under this Section. the parties hereby waive any claim against each other for any damages sustained thereby. The partial or complete interruption or discontinuance of Contractor's services caused by one or more of the events described in this Section shall not constitute a default by Contractor under this Agreement. Notwithstanding the foregoing, however, (1) the existence of an excuse from performance will not affect the City's rights under Section 10.01; and (2) if Contractor is excused from performing its obligations hereunder for any of the causes listed in this Section for a period of thirty (30) days or more, other than as the result of third party labor disputes where service cannot be provided for reasons described earlier in this Section, the City shall nevertheless have the right, in its sole discretion. to terminate this Agreement by giving ten (10) days' prior notice to Contractor, in which case the provisions of Section 11.03 will apply. 11.07 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE If Contractor (1) is the subject of any labor unrest including work stoppage or slowdown, sick-out, picketing, or other concerted job action; (2) appears in the reasonable judgment of City to be unable to regularly pay its bills as they become due; or (3) is the subject of a civil or criminal judgment or order for violation of an environmental law, and the City Manager determines in good faith that Contractor's ability to perform under the Agreement has thereby been placed in substantial jeopardy, the City may, at its option and in addition to all other remedies it may have, demand from Contractor reasonable assurances of timely and proper performance of this Agreement, in such form and substance as the City Manager determines in good faith is reasonably necessary in the circumstances to evidence continued ability to perform under the Agreement. If Contractor fails or refuses to provide satisfactory assurances of timely and proper performance in the form and by the date required by City, such failure or refusal shall be an Event of Default for purposes of Section 11.01. ARTICLE XII OTHER AGREEMENTS OF THE PARTIES 12.01 RELATIONSHIP OF PARTIES The parties intend that Contractor shall perform the services required by this Agreement as an independent Contractor engaged by City and not as an officer or employee of the City nor as a partner of or joint venture with the City. No employee or agent or Contractor shall be or shall be deemed to be an employee or agent of the City. 99 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA Except as expressly provided herein, Contractor shall have the exclusive control over the manner and means of conducting the Refuse Collection and Disposal services performed under this Agreement, and all Persons performing such services. Contractor shall be solely responsible for the acts and omissions of its officers, employees, subcontractors, and agents. Neither Contractor, nor its officers, employees, subcontractors, and agents shall obtain any rights to retirement benefits, Workers' Compensation benefits, or any other benefits, which accrue to City employees by virtue of their employment with the City. 12.02 COMPLIANCE WITH LAW In providing the services required under this Agreement. Contractor shall at all times, at its sole cost, comply with all applicable laws, permits, and licenses of the United States, the State of California, and the City, and with all applicable regulations promulgated by federal, state, regional, or local administrative and regulatory agencies, now in force and as they may be enacted, issued, or amended during the Term. 12.03 GOVERNING LAW This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California. 12.04 JURISDICTION Any lawsuits between the parties arising out of this Agreement shall be brought and concluded in the courts of Sonoma County in the State of California. which shall have exclusive jurisdiction over such lawsuits. With respect to venue, the parties agree that this Agreement is made in and will be performed in Sonoma County. 12.05 GUARANTY OF CONTRACTOR'S PERFORMANCE The performance bond described in Section 9.04 in in a form reasonably acceptable to the City shall guarantee Contractor's performance of this Agreement. The performance bond is being provided concurrently with Contractor's execution of this Agreement. 12.06 ASSIGNMENT Neither party shall assign its rights nor delegate or otherwise transfer its obligations under this Agreement to any other Person without the prior written consent of the other party. Any such assignment made without the consent of the other party shall be void and the attempted assignment shall constitute a material breach of this Agreement. For purposes of this Section, "assignment" shall include but not be limited to (i) a sale, exchange, or other transfer of substantially all of Contractor's assets dedicated to service under this Agreement to a third party; (ii) a sale, exchange. or other transfer of 10 percent (10%) or more of the outstanding common stock of Contractor or parent company 100 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA or holding company to a Person other than a direct family member or trust that exclusively benefits family members; (iii) any reorganization, consolidation, merger, recapitalization, stock issuance or re -issuance, voting trust, pooling agreement, escrow arrangement, liquidation or other transaction to which Contractor, parent company, or holding company or any of its shareholders is a party which results in a change of ownership or control of 10 percent (10%) or more of the value or voting rights in the stock of Contractor or a parent company, or holding company; and (iv) any combination of the foregoing (whether or not in related or contemporaneous transactions) which has the effect of any such transfer or change of ownership. For purposes of this Section, the term "proposed assignee" shall refer to the proposed transferee(s) or other successor(s) in interest pursuant to the assignment. Contractor acknowledges that this Agreement involves rendering a vital service to City's residents and businesses, and that City has selected Contractor to perform the services specified herein based on (1) Contractor's experience, skill and reputation for conducting its Refuse management operations in a safe, effective and responsible fashion, at all times in keeping with applicable waste management laws, regulations and good waste management practices, and (2) Contractor's financial resources to maintain the required equipment and to support its indemnity obligations to City under this Agreement. City has relied on each of these factors, among others in choosing Contractor to perform the services to be rendered by Contractor under this Agreement. If Contractor requests City's consideration of and consent to an assignment, City may deny or approve such request in its complete discretion. No request by Contractor for consent to an assignment need be considered by City unless and until Contractor has met the following requirements: A. Contractor shall undertake to pay City its reasonable expenses for attorneys' fees and investigation costs necessary to investigate the suitability of any proposed assignee. and to review and finalize any documentation required as a condition for approving any such assignment; B. Contractor shall furnish City with audited financial statements of the proposed assignee's operations for the immediately preceding three (3) operating years; C. Contractor shall furnish City with satisfactory proof that (i) the proposed assignee has at least ten (10) years of Refuse management experience on a scale equal to or exceeding the scale of operations conducted by Contractor under this Agreement; that (ii) in the last five (5) years, the proposed assignee has not suffered any citations or other censure from any federal, state or local contractor having jurisdiction over its waste management operations due to any significant failure to comply with federal, state, or local waste management laws and that the assignee has provided the City with a complete list of such citations and censures; that (iii) the proposed assignee has at all times conducted its operations in an environmentally safe and conscientious fashion; that (iv) the proposed assignee conducts its Refuse management practices in accordance with sound waste 101 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA management practices in full compliance with all federal, state and local laws regulating the Collection and Disposal of waste. including Hazardous Waste as identified in Title 22 of the California Code of Regulations; and (v) of any other information required by City to ensure the proposed assignee can fulfill the terms of this Agreement in a timely, safe and effective manner. Under no circumstances shall any proposed assignment be considered by City if Contractor is in default at any time during the period of consideration. Should City grant the proposed assignment, it is expressly understood that there shall be no increase in costs to the services provided of any kind resulting directly or indirectly from the assignment or the acquisition of the Contractor. 12.07 SUBCONTRACTING Contractor shall not engage any subcontractors for Collection, Processing, or Disposal of Refuse. Recyclable Materials, and Organic Materials without the prior written consent of the City. 12.08 BINDING ON SUCCESSORS The provisions of this Agreement shall inure to the benefit to and be binding on the successors and permitted assigns of the parties. 12.09 TRANSITION TO NEXT CONTRACTOR At the point of transition, Contractor will take direction from the City and subsequent Contractor(s) to assist in an orderly transition, which will include Contractor providing route lists and billing information. Contractor will not be obliged to sell Collection vehicles to the next Contractor. Depending on Contractor's circumstances at the point of transition, the Contractor at its option may enter into negotiations with the next Contractor to sell (in part or all) Collection vehicles. In connection therewith, Contractor acknowledges that the provisions of Public Resources Code Sections 49520-49523 have no application to this Agreement and agrees, to the extent such sections may have application, to waive whatever rights they may afford. 12.10 PARTIES IN INTEREST Nothing in this Agreement, whether express or implied, is intended to confer any rights on any Persons other than the parties to it and their representatives, successors, and permitted assigns. 12.11 WAIVER The waiver by either party of any breach or violation of any provisions of this Agreement shall not be deemed to be a waiver of any breach or violation of any other 102 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA provision nor of any subsequent breach or violation of the same or any other provision. The subsequent acceptance by either party of any monies which become due hereunder shall not be deemed to be a waiver of any pre-existing or concurrent breach or violation by the other party of any provision of this Agreement. 12.12 CONTRACTOR'S INVESTIGATION The Contractor has made an independent investigation (satisfactory to it) of the conditions and circumstances surrounding the Agreement and the work to be performed by it. 12.13 CONDEMNATION The City fully reserves the rights to acquire the Contractor's property utilized in the performance of this Agreement by purchase or through the exercise of the right of eminent domain. 12.14 NOTICE All notices, demands, requests, proposals, approvals, consents, and other communications which this Agreement requires, authorizes, or contemplates all, except as provided in Section 10.01, be in writing and shall either be personally delivered to a representative of the parties at the address below or be deposited in the United States mail, first class postage prepaid, addressed as follows: If to City: City Manager City of Rohnert Park 130 Avram Ave. Rohnert Park, CA 94928 It to Contractor: General Manager Recology Sonoma Marin P.O. Box 1916 Santa Rosa, CA 95402 With a copy to: Recology Sonoma Marin c/o Recology Inc. Attention: Legal Department 50 California Street, 24th Floor San Francisco, CA 94111 The address to which communications may be delivered may be changed from time to lime by a notice given in accordance with this Section. Notice shall be deemed given on the day it is personally delivered or, if mailed, three days from the date it is deposited in the mail. 103 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 12.15 REPRESENTATIVES OF THE PARTIES References in this Agreement to the "City" shall mean the City Council and all actions to be taken by the City shall be taken by the City Council except as provided below. The City Council may delegate in writing, authority to the City Manager, the Director of the Department of Public Works and/or to other City officials and may permit such officials, in turn, to delegate in writing some or all of such authority to subordinate officers. The Contractor may rely upon actions taken by such delegates if they are within the scope of the authority properly delegated to them. The Contractor has designated its General Manager, currently Logan Harvey, as the representative of the Contractor in all matters related to the Agreement and shall inform the City in writing of such designation and of any limitations upon his or her authority to bind the Contractor. The City may rely upon action taken by such designated representative as actions of the Contractor unless they are outside the scope of the authority delegated to him/her by the Contractor as communicated to City. 12.16 CITY FREE TO NEGOTIATE WITH THIRD PARTIES The City may investigate all options for the Collection and Disposal of Refuse after the expiration of the Term. Without limiting the generality of the foregoing, the City may prior to the expiration of the Term, solicit proposals from Contractor and from third parties for the provision of Collection services, Disposal services, Recycling services, Organic Materials Collection and composting, and any combination thereof, and may negotiate and execute Agreements for such services which will take effect upon the expiration or earlier termination under Section 11.02 of this Agreement and/or the Recycling Agreement. ARTICLE XIII MISCELLANEOUS AGREEMENTS 13.01 ENTIRE AGREEMENT This Agreement, including the exhibits, represents the full and entire Agreement between the parties with respect to the matters covered herein. 13.02 SECTION HEADINGS The article headings and Section headings in this Agreement are for convenience of reference only and are not intended to be used in the construction of this Agreement nor to alter or affect any of its provisions. 13.03 REFERENCES TO LAWS All references in this Agreement to laws shall be understood to include such laws as they may be subsequently amended or recodified, unless otherwise specifically provided. 104 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA 13.04 INTERPRETATION This Agreement shall be interpreted and construed reasonably and neither for nor against either party, regardless of the degree to which had either party participated in its drafting. 13.05 AMENDMENT This Agreement may not be modified or amended in any respect except in writing signed by the parties. 13.06 SEVERABILITY If any non -material provision of this Agreement is for any reason deemed to be invalid and unenforceable, the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this Agreement, which shall be enforced as if such invalid or unenforceable provision had not been contained herein. 13.07 COUNTERPARTS This Agreement may be executed in counterparts each of which shall be considered an original. 13.08 EXHIBITS Each of exhibits identified as Exhibit "A" through "O" is attached hereto and incorporated herein and made a part hereof by this reference. [Signatures follow on next page.] 105 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA IN THE WITNESS WHEREOF, City and Contractor have executed this Agreement as of the day and year first above written. ATTEST M CITY OF ROHNERT PARK, A California Municipal Corporation By -- Name- Marcela Piedra, City Manager Sylvia Lopez Cuevas, City Clerk APPROVED AS TO FORM: Michelle Marchetta Kenyon, City Attorney RECOLOGY SONOMA MARIN, a California Corporation ("Contractor") Signed by: By: Name:Salvatore M. Coniglio Title: Chief Executive Officer 106 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA EXHIBIT A CITY SERVICE LOCATIONS AS OF JULY 1, 2024 Contractor shall provide containers and Collection of Refuse, Recyclable Materials and Organic Materials to all City facilities identified herein. Contractor shall also provide Collection of Refuse contained in City -owned cans located throughout the City. Servicing of all City facilities and cans shall be provided at no additional charge to the City. If the City purchases, builds or disposes of any facilities or if the City adds or removes cans during the term of this Agreement, such facilities and/or cans shall be added or deleted from City facilities/cans to be serviced by Contractor, with no change in payment, upon notification of Contractor by City. Contractor shall regularly evaluate and monitor City Collection needs and provide education to maximize diversion. The level of Recycling and Organic Materials services provided by Contractor shall enable the City to exceed a 50% diversion rate and transition toward Zero Waste. AddressFacility Alicia Park/Scout Hut 295 Santa Alicia Can/Dumpster 2x/week Animal Control 301 1 Rodgers Can/Dumpster 4 Yards 2 to lane 3x/week Benecia Pool 7469 Bernice Can 2x/week Benicia Park 7450 Santa Can/Dumpster 4 Yards 2 to Barbara Drive 3x/week Boys & Girls Club 7450 Santa Can/Dumpster 4 Yards 2 to Barbara Drive 3x/week Burton Avenue Recreation Center 7421 Burton Dumpster 4 Yards 2 to Avenue 3x/week City Hall <New Building> 130 Avram Ave Dumpster 4 Yards 2 to 3x/week City Hall Annex <SeniorCenter> 6800 Hunter Dumpster 4 Yards 2 to Drive 3x/week Colegio Vista Park. 1200 Southwest Can 2x/week Boulevard Community Center 5401 Snyder Can/Dumpster 4 Yards 2 to lane 3x/week Dorotea Park 895 Santa Can 2x/week Dorotea Circle Eagle Park 1115 Emily Can 2x/week Avenue Foxtail Golf Club 100 Golf Course Dumpster 4 Yards 2 to Drive 3x/week Golis Park 1450 Golf Can/Dumpster 4 Yards 2 to Course Drive 3x/week Honeybee Park/Pool 1170 Golf Can/Dumpster 4 Yards 2 to Course Drive 3x/week Ladybug Park/Pool/Recreation Ctr. 8517 Liman Can 2x/week Way A-1 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA Magnolia Park/Pool 1401 Can/Dumpster 2x/week Middlebrook Drive _ Performing Arts Center 5409 Snyder Can/Dumpster 4 Yards 2 to Lane 3x/week Public Safety <Main> 500 City Center Dumpster 4 Yards 2 to Drive 3x/week Public Safety <North> 5200 County Dumpster 4 Yards 2 to Club Drive 3x/week Public Safety < South> 1312 Maurice Dumpster 4 Yards 2 to Avenue 3x/week Public Works 600 Enterprise Dumpster 4 Yards 2 to Drive 3x/week Rainbow Park 1345 Rosana Can 2x/week Way Sonoma County Library 6250 Lynne Dumpster 4 Yards 2 to Conde way 3x/week Sports Center 5405 Snyder Can/Dumpster 4 Yards 2 to Lane 3x/week Sunrise Park 5201 Snyder Can/Dumpster 4 Yards 2 to lane 3x/week City Cans Creek Can 2x/week paths,Various Locations Throughout City SMART Garb,.g<: Can.,, -Golf Course Can various 3x/week Drive (south locations side of street) - throughout RPX (both sides City of street) - Southwest (south side of street) 6250 State Farm Dr Dumpster 4 Yards 2 to 3x/week New Fire Station Dumpster 4 Yards 2 to 3x/week Twin Creeks Park Can 2x/week Lydia Mini Park Can 2x/week A-2 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA EXHIBIT B BATTERY BUCKET LOCATIONS Locationof Participant AddressLocation . f Yellow Bucket MMMMMMMMIF- City Hall/ Community Development 6750 Commerce Blvd. On low table In lobby Senior Center 6800 Hunter Drive, Suite A In multi purpose room City Finance Department 6800 Hunter Drive, Suite B On front counter Callinan Sports & Fitness Center 5405 Snyder Lane In locker room Community Center 5401 Snyder Lane On front counter Public Safetv Buildinq 500 City Hall Drive On front counter Animal Shelter 3013. Rodgers Lane On front counter Public Works 600 Enterprise Drive On front counter B-1 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA EXHIBIT C ANNUAL CITY -SPONSORED EVENTS Contractor shall provide appropriately sized containers or roll -off boxes for Refuse, Recycling, and Compost at public participation events scheduled by the City. During the term of the contract, the City shall schedule at least six (6) such events per year. The City reserves the right to alter the designated events annually as needed to accommodate changing municipal priorities and community engagement opportunities. Annual City -Sponsored Events: • Party on the Plaza (10/year) • Founder's Day • National Night Out • Second Sunday Family Fun Series (10/year) • Holiday Tree Lighting • Fourth of July C-1 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA EXHIBIT D [INTENTIONALLY LEFT BLANK] D-1 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA EXHIBIT E RESIDENTIAL RECYCLABLE MATERIALS TO BE COLLECTED (SINGLE-FAMILY RESIDENTIAL AND MULTI -FAMILY RESIDENTIAL COMPLEXES) The Single Recyclable Materials Stream shall include: • Newspaper • Corrugated cardboard • Mixed paper • Junk mail • Phone books • Magazines • Office Paper • Computer paper • Envelopes • Catalogs • Manuals • Colored Paper • Stationary • NCR Paper Glass • Glass - household food and beverage bottles and jars Metal • Aluminum cans • Metal cans — household food and beverage containers • Empty aerosol cans • Lids from Jars Plastic • Milk containers • Plastic containers — household food and beverage containers Cartons/Boxes/Bags • Paper Egg Cartons / Brown paper cartons • Milk cartons • Cereal boxes • Shoe Boxes • Cracker boxes • Tissue Boxes • Frozen Food boxes • Juice Cartons E-1 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08 Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA EXHIBIT F COMMERCIAL RECYCLABLE MATERIALS TO BE COLLECTED The Single Recyclable Materials Stream shall include • Newspaper • Corrugated cardboard • Mixed paper • Junk mail • Phone books • Magazines • Office Paper • Computer paper • Envelopes • Catalogs • Manuals • Colored Paper • Stationary • NCR Paper Glass • Glass - household food and beverage bottles and jars Metal • Aluminum cans • Metal cans — household food and beverage containers • Empty aerosol cans • Lids from Jars Plastic • Milk containers • Plastic containers — household food and beverage containers Cartons/Boxes/Bags • Paper Egg Cartons / Brown paper cartons • Milk cartons • Cereal boxes • Shoe Boxes • Cracker boxes • Tissue Boxes • Frozen Food boxes • Juice Cartons F-1 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA EXHIBIT G SCHEDULE OF LIQUIDATED DAMAGES FOR FAILURE TO MEET STANDARDS COLLECTION RELIABILITY 1 For each failure to notify the appropriate authorities of reportable $500.00 uantities of Hazardous Waste per Section 5.08: 2 For failure to maintain the Collection schedule on the scheduled day $25.00/can unless non -Collection was warranted pursuant to this Agreement). 3 For each failure over five (5) annually to commence service to a $150.00 new customer within four (4) working days after order received and account number established: _ 4 For each failure over fifteen (15) annually to collect Refuse, $150.00 Recyclable Materials or Organic Materials which has been properly set out for Collection from an established service recipient account on the scheduled Collection day and not collected within a period described in this Agreement- 5 For each failure to collect refuse, recyclable materials or plant I $150.00 materials which has been properly set out for Collection, from the same service recipient on two 2 consecutive scheduledpickups: 6 For each failure to prepare for or properly conduct special $250.00 Collections as described in Section 5 02 including advertising and press releases COLLECTION QUALITY T7For each occurrence over five (5) annually of unreasonable leaking $300.00 pilling Solid Waste or Recyclable Materials and failure to pick or clean up such material immediately: 8 For each occurrence over twelve (12) annually of failure to replace $150.00 cans in original position, upright, with lids in or on cans- 9 For each failure over twenty-four (24) annually of not closing gate, $300.00 crossinq planted areas or other damage to private property: _ 10 For each occurrence over five (5) annually of collecting Refuse, $300.00 Recyclable Materials, and Plant Materials during unauthorized hours: 11 For each occurrence over twelve 12 of excessive noise: $300.00 12 For each failure over twelve (12) annually of not tagging containers $150.00 which are left: 13 For each occurrence over five (5) annually of failure to clean $150.00 Collection vehicles one time per week, as described in 14 For each failure to power wash public Solid Waste and recyclable $150.00/can materials receptacles, lids and metal liners twice a year: G-1 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08 Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA 15 For each occurrence over five (5) annually of damage to property that is not repaired in 30 days: 16 Failure of Contractor to meet Annual Minimum Diversion Requirement as set forth in Section 4.05.2. REPORTING $250.00 $5,000.00 annually_ Any report shall be considered late until such time as a correct and complete report is received by City. For each calendar day a report is late, the daily shall be: 16 Monthly Reports: Quarter) Reports: $100.00/da 17 $200.00/da 18 Semi -Annual Reports: $300.00/da 19 Annual Reports: $300.00/da 20 Failure to record any Complaint or request made by phone to Contractor's customer service representatives on customer telephone call log $50.00/incident CUSTOMER RESPONSIVENESS 21 For each occurrence of unreasonably discourteous behavior: $500.00 22 For each failure to respond to a Complaint within eight (8) working $300.00 hours after notification by the City: 23 For each failure to answer the telephone (live or by answering $300.00 machine) during the hours specified in Section 6.09.3: 24 For each failure to respond to service requests/calls within one $300.00 business day asspecified in Section 6.09.3: 25 For each failure to collect missed Collections by the end of the next $300.00 business day after notification by the City or customer, except if Contractor driver coded the address as a "no-setout", or setout was improper and Contractor left a non -collection notice: 26 For each occurrence over five (5) annually for Complaints regarding $150.00 waiting on hold for more than two (2) minutes as specified in Section 6.09.4: G-2 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08 Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA EXHIBIT H CONTRACTOR HOLIDAY LIST Holidays Contractor's Office May Be Closed • New Year's Day • Presidents Day • Memorial Day • Fourth of July • Labor Day • Thanksgiving Day • Christmas Day Holidays Delivery Service May Be Observed • New Year's Day • Fourth of July • Labor Day • Thanksgiving Day • Christmas Day Some commercial accounts may require Collection on the observed holidays. H-1 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46132-8131`6-221`81364CCDA F-ssc}ion E cornnW601 groat rpm M EXHIBIT I STREET SWEEPING MAPS AND SCHEDULES 1ue AV: 1 gledion, ;-Ied;on, )-x4ion Conxnacw asa islands � Ykdncsdoys: asaiion, {•seciion, S-ssc�ion FMscc4ion & ` LMUS" vres� &ssciion � I 16orsdoys: Gwdioo, R-ttJion, l-secf'ion, IA•u.dion, Iron} g-stclion Street Sweeoina Schedttls Mondays: F-section, commercial arms. Tuesdays: )I -section, Ca -section, 3-section, islands in commercial areas. Wednesdays: D-section, E-aeclion, S-section, Thursdays: C-section, R-section, east B-section, L-section, M-section. Fridays: A -section, west B-section. For information, cull City of Rolmcri Park Public Works DeDartment: 588-3300 1-1 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA EXHIBIT J ALLOCATION METHODOLOGY FOR REPORTING OF TONNAGE DATA Tons will be allocated under Section 6.04.2 by calculating subscribed -for ("contracted") container volumes by service type, calculating the percentage of subscribed -for container volume attributable to each service type, and multiplying the calculated percentage by service type by the actual total tons being allocated. Example Front -Loader Refuse Route Multi -Family Bins: 50 Yards per Month "Contracted" Commercial Bins: 200 Yards per Month "Contracted" Total 250 Yards per Month "Contracted" Total Actual Tons 80 Disposed by Front -Loaders Multi -Family Allocated Tons 20% (50 Yards/250 Yards) x 80 Tons = 16 Commercial Allocated Tons 80% (200 Yards/250 Yards) x 80 Tons = 64 Note: In the above example, the 50 Yards, 200 Yards and 80 Tons numbers are hypothetical. J-1 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA EXHIBIT K BASIS FOR RELATED PARTY PAYMENTS Processing and marketing of Recyclables at Contractor's Recyclable Materials Processing Facility 2 Single Stream Recyclables Processing and Marketing Fee $104.11/Ton (as of July 1, 2024) 3. Annual adjustment at 80% of the change in the San Francisco -Oakland -Hayward Consumer Price Index, All Items, Urban Wage Earners and Clerical Workers, Not Seasonally Adjusted, 1982-84 = 100, BLS Series ID CWURS49BSA0, between the monthly index in February of one year and February of the following year. 4. Corporate and regional services provided by Recology Inc. and Recology Service Center Coast 5. These services include health insurance, worker's compensation insurance, pension & 401(k) plans, general and vehicle insurance, management, finance, human resources, information technology, environmental compliance, legal, etc. The cost for these services shall be set at actual cost incurred. K-1 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA EXHIBIT L INSURANCE CERTIFICATES AND ENDORSEMENTS L-1 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA DATE (MMIDDIVVYY) �cokt� CERTIFICATE OF LIABILITY INSURANCE 1 D/112D24 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER RAW Brown & Brown RS Insurance Services, LLC Brown & Brown RS Insurance Services, LLC PHONE P 21650 Oxnard Street, Suite 1600 tEAIC.� ,BAIL _404.4Eo_f400_ Woodland Hills, CA 91367 ADOREU INSURERS) AFFORDING COVERAGE NAIC0 www.bbinsurance.com INSURERA: Indemnity Insurance Company of North America 43575 INSURED INSURER e:_ACE American Insurance Compares 22667 Recology Sonoma Marin dba Recology Santa Rosa INSURERC: Indian Harbor Insurance Company 36940 3400 Standish Avenue INsuxER o XL Specialty Insurance Company 37885 Santa Rosa CA 95407 INSURER E: Lloyds of London (Hisoox) N/A INSURER F Lloyds of London OBEMIAP/in o N,A �IMOTICAPATC A HUMCO• o RFvUsiciN Num Bb R' THIS IS TO CERTIFY THAT THE POLICIES OF 114SURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. w LTR TYPE OF INSURANCE ADBL EVER' POLICY NUMBER rPOAYEFF POLICY FJIP LIMITS - A V COMMERCIAL GENERAL LIABILITY J CGO G27632555 10/1/2024 1011/2025 EACH OCCURREIICE E2,000,000 - Limit $500,000 CLAIMS.MADE V-I OCCUR DAIMMETORETIRED 52,000,000 PRETASESI&%xxWMV) g IXSLG27632543 10/l/2024 10/1/2025 "'EDExPIAnFen.P.Fanl__ �s0 Limit: $1.5M xs $500k PILRSCINAL_&_ADV INJURY _ 5_2,9W ODO GEN L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE_' S2,000,000 '✓ POLICY 'i._ ,jljE'�,-,T ,':LOC .. PROWCTS-COMPIOPAGG _52,000,000 _ _ - -- OTHER S A AuloMOBSEI.IAMUTY ISA HOBB73951 f0112024 101112025 �A.ae.dl um'um'T 2,000,000_ • .T;,v AUTO BODILY INJURY (Pe, person) 5 GVe.tEo SCHEDULED BODILY INJURY (Per occident) S AUTOSCINLY AUTOS ,uREU NON -OWNED PROPERTYDAMAGE A,eT�}S 111.1 Y A'JTOD CIHL f (Per accident) f Oed $1.000 000 Auto Physical Damage Self Insured C UMBRELLA LIAB V OCCUR V RESSOODS12-04 10/1/2024 10/1/2025 EACH OCCURRENCE ; s3,000,000 V EXCESS LIAB CLA,MSMAOE AGGREGATE s3,000,000 DED RETENTIOre1 $ D wORRERSCOMPENSAT10N V RWE5000442.10 1011=4 10/1/2025 PER V STATUTE ERH AND EMPLOYERS LIABILITY Al:?hope-E'TORFARTHER,EXECVTtvf YIN EL EACH ACCIDENT 52:000_,000 OFFICEILLEVBEREXC LUOEr" ❑N NIA (Mimawry IR NH) E -_ 0BEASE EA EVPOYEE E 2.000.000 d na eescr ne ~ DfsCRtptIC"a I,oPERAtcusuao« SIR. $2.000.000 LL LrSLA� POL-LYLIMIT t2000000 E Umbrella Liability B0180PN2400870 10/1/2024 1011/2025 Ea Occ/Aggregate: $5.000,000 F 1s1 Excess Liability B0180PN2405961 10/1/2024 10/1/2025 Ea. OCC/Aggregate: $7.5M excess of $5M DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schodula, maybe alTacbed 0 mom space Is mqulred) If addillonal insured (ADDL INSR) and/or subrogation waived ISUBR WVO) bones are checkedapplicable blanket policy endorsements apply In favor of the DESIGNATED ENTITY where required by written contract, but only as respects liability arising out of work performed by or on behalf of the insured. Additional Condition(s) where required by written contract Primary & Non -Contributory status (GL/AL). 30 days written not" of cancellation to Certificate Holder. DESIGNATED ENTITY: The City of Rohnert Park and its officers, officials, employees, and agents SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Rohnert Park THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Risk Management ACCORDANCE WITH THE POLICY PROVISIONS. 130 Avram Avenue Rohnert Park CA 94928 AUTHORIZED REPRESENTATIVE Brown & BTrown RSlTTSTIrO/rCC Services, LLC Brown & Brown RS Insurance Services, LLC V 111aa-ZulO AL;UKu LuKMl1KAlIVN. All rii re]CfVeu. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD L-2 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA Ac " CERTIFICATE OF LIABILITY INSURANCE DATE,MhVDD/YYYY) L- 17. V_.J THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. ILIPORTANI If the Certificate holder is an ADDITIONAL INSURED. the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this cr,rtdlcale does nul confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT HAW- Beecher Carlson Insurance Service_s_. _. Beecher Carlson Insurance Services PHONE FAX 404-460.1400 21650Oxnard Street, Suite 1600 �Ro.Eal _ Woodland Hills, CA 91367 ADDRESS INSURERS) AFFORDING COVERAGE NAIL P vmwbeechereaflson corm INSURER A: Indian Harbor Insurance Company_ 36940 INSURED INSURER a: Ironshore Speciallyinsurance Company_.- Recology Sonoma Marin dba Recology Santa Rosa INSURER C: 3400 Standish Avenue INSURER0— — — Santa Rosa CA 95407 INSURER E: INSURER F' COVERAGES CERTIFICATE NIIMRFR• -,665632! REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Lyn TVPEOFINSURANCE ADOL SUER POLICY NUSia� POLICY EFF POLICY ExP LIMITS COMMERCIAL GENERAL LIABILITY EACHOCCURRENCE --I OALLWE TO RENTED, , CLAIMS -MADE OCCUR ,PREM MIEd omwim P) S . MED IXP WIyCM PRTOU_ _ 5 PERSONAL &ADV INJURY 5 ___ GENL AGGREGATE UMIT APPLIES PER GENERAL AGGREGATE` S PCIF„Y PRO- LOC PRODUCTS -COMPIOP AGG $ JECT S OT.i.R AUTOMOBILE LIABILITY ciuYlib/ sn UM s �A ArrWP1I ANY AUTO BODILY INA RV (F" M-1, S OWNED SCHEDULED BODILY INJURY (Per accdent) 5 AUTOS ONLY AUTOS HIRED NONONXO PROPERTY DAMAGE S AUTOS ONLY AUTOS ONLY l?Cr KCbOeV S UMBRELLALIAB OCCUR EACHOCCURRE610E S EXCESS LIAB CLA1143 AMOE AGGREGATE G£D WiIEWICNS s WORKERSCOMPENSATION H JYAlur.w. HR, . AND EMPLOYERS LIABILITY . V❑ ,iyPROPR,.ETORrPARniE&EXEC"mVE EL EACHACCIDENT S :r II M.ERA(EMBERExc=E0> NIA (Ma1WAtury III NH) E L DISEASE - EA ESrPLOYEE S " M efKrD! ON GI.Hrvh'Y.�:unr •vERAIrVtS aHT. EL DISEASE Pot CYVM,T S A Pollution & Remedfation Legal PEC000549111 10111=3 10!1f2026 Ea Pollution Condition $5.000,000 Liability (SIR: $250K) Aggregate $10,000,000 B ExcessPollUtion&Remediation IEEPLLB3NMB002 10/1/2023 10/1/2026 Ea Event $15Mxs$5M Leoal Liability re to 30M xs SIOM DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Add iuonal Remarks Schedule, maybe attached If more space is required) If additional ussured (ADDL INSR) and/or subrogation viewed (SUER WVD) boxes are checked, applicable blanket policy endorsements apply In favor of the DESIGNATED ENTITY where required by written contract. bul only as respects lability arising out of veork performed by or on behalf of the insured Additional Conddion(s) where required by written contract. Primary & Non -Contributory status (Pollution); 30 days written notice of cancellation to Certificate Holder DESIGNATED ENTITY: The City of Rohnert Park and its officers, officials, employees, and agents CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Rohnert Park THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Risk Management ACCORDANCE WITH THE POLICY PROVISIONS 130 Avram Avenue Rohnert Park CA 94928 AUTHORIZED REPRESENTATIVE JiercKey eanfowe 9rwuaance Seauicen, .L'.L'C Beecher Carlson Insurance Services. LLC ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD L-3 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA AC Ro o° CERTIFICATE OF PROPERTY INSURANCE DATE (MM/DDIVYYV) 11/19/2024 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCERCONTACT Brown & Brown RS Insurance Services, LLC 21650 Oxnard Street, Suite 1600 Woodland Hills, CA 91367 www bbinsulance com NAME: Brown & Brown RS InSUranOe Services LLC R/ONE At No Ell):0446D•+400 AC Not. LpR CUSIOMERID INSURER(S) AFFORDING COVERAGE NAICa INSURED Recology Sonoma Marin dba Recology Santa Rosa 3400 Standish Avenue Santa Rosa CA 95407 INSURER A: XL !r e Company7RR5 INSURERS INSURER C: INSURER D: INSURER E : INSURER F - CnVFRACFS CERTIFICATE NUMBER: 82781026 REVISION NUMBER: LOCATION OF PREMISES! DESCRIPTION OF PROPERTY (Attach ACORD 101, Additional Romarks Schodule, IF more space Is requlrod) THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAYBE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS POLICY EFFECTIVE POLICY EXPIRATION INSA TYPE OF INSURANCE POLICY NUMBER LTR DATE (MMIDDIYYYY) DATE IMMIDD/YYYY) COVERED PROPERTY LIMITS !PROPERTY BUILDING f CAUSES OF LOSS DEDUCTIBLES PERSONAL PROPERTY f BASIC BUILDING 13USINESSINCOME f BROAD EXTRAEXPENSE CONTENTS SPECIAL RE14TAL VALUE 1 EARTHQUAKE BLANKETBUILDING f WIND BLANKET PERS PROP S FLOOD BLANKET BLDG & PP f f 1 INLANDMARINE (TYPE OF POLICY 1 1 POLICY NUMBER ' 1 CAUSES OF LOSS 1 NAMED PERILS f 1 A ✓ CRIME ELU199884-24 10/1/2024 10/1/2025 J Limit / per occ 15.000.000 TYPE OF POLICY 1 Fidelitv Includes Clients Property J Deductible 1250.000 BOILER & MACHINERY I 1 - - ' EQUIPMENT BREAKDOWN F- 1 1 _ S 1 SPECIAL CGNZX70NS r 07HER COVERAGES (ACORO 101, Addd,0" RomaAa SrMdWd. may oo aeacmd d moro s0aco n rcyuucd) Evidence of Insurance CERTIFICATE HOLDER CANCELLATION AIORTOAOEE LOSSPAYEE Li SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of ROhnert Park Risk Management ACCORDANCE WITH THE POLICY PROVISIONS AUTHORREDREPRESENTATIVE Brown & Brown RS Insurance Services, LLC 130 Avram Avenue Rohnerl Park CA 94928 Brown & Brown RS Insurance Services, LLC 101995-2015 AGORO CUKPOKAI ION. All Ngn1S reserved. ACORD 24 (2016/03) The ACORD name and logo are registered marks of ACORD L-4 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA EXHIBIT M REFUSE RATE INDEX The "Refuse Rate Index" adjustment shall be calculated in the following manner: 1. The expenses of providing Collection services in the service area for the previous fiscal year period shall be prepared in the format set forth in the RRI Financial Statement Format on the following page of this Exhibit. 2. The expenses of providing Collection services in the service area shall be broken down into one of the following nine cost categories: Labor; Fuel; Electricity; Vehicle Replacement; Vehicle Maintenance; Disposal; Organics Processing; Recyclables Revenue; and All Other. Each cost category is assigned a weighted percentage factor based on that cost category's proportionate share of the total of the costs shown for all cost categories. 3. The following indices shall be used to calculate the adjustment for each cost category. The annual percentage change in each index is calculated over the twelve-month period from January 1 st to December 31 st Cost Category Index Labor: BLS Series ID: ceu6056210008 Average Hourly Earnings of Production and Nonsupervisory Employees, Waste Collection, Not Seasonally Adjusted. Fuel: California No 2 Diesel Ultra Low Sulfur (0-15 ppm) Retail Prices, published by the US EIA.. Electricity: The rate charged by the utility for electricity. This cost category will be used only if there are electricity costs for charging of collection vehicles. Vehicle BLS Series ID: pcu336211336211 PPI Industry Data for Motor Replacement: Vehicle Body Manufacturing, Not Seasonally Adjusted. Vehicle BLS Series ID: pcu333924333924 PPI Industry Data for Industrial Maintenance: Truck, Trailer, and Stacker Manufacturing, Not Seasonally Adj usted. Disposal: The per ton tip fee charged at the transfer station or the Disposal Facility for Disposal of Refuse. Organics The per ton tip fee charged at the transfer station for Processing of Processing: Organic Materials. Recyclables Pricing index PS11 Corrugated Containers (Southwest USA) Revenue: published by recyclingmarkets.net M-5 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA All Other: BLS Series ID: cuurs49bsa0 Consumer Price Index, San Francisco -Oakland -Hayward, All Urban Consumers, All Items, Not Seasonally Adjusted. The percentage weight for each cost category shall be multiplied by the annual percentage change in each appropriate index to calculate a weighted percentage for each cost category. The weighted percentage changes for each cost category shall be added together to calculate the Refuse Rate Index. RRI Financial Statement Format Cost Category Costs Included Labor: List all administrative, officer, operation and maintenance salary accounts, and pension, health insurance, workers' compensation, and temporary labor & subcontractor costs. List payroll tax accounts directly related to the above salary accounts. List all employee benefit accounts including health insurance costs, workmen's compensation premiums, and retirement plan costs. Fuel: List all fuel costs. Electricity: List all electricity costs. This cost category will be used only after there are electricity costs for charging of collection vehicles. Vehicle List all Collection and Collection related vehicle depreciation Replacement: accounts. List all vehicle lease or rental accounts related to Collection or Collection related vehicles. Vehicle List all Collection or Collection related vehicle parts accounts. Maintenance: Disposal: List all Disposal costs (tip fee x tons) for Disposal of Refuse. Organics List all Processing costs (tip fee x tons) for Processing of Organic Processing: Material. Recyclables List all revenue from the sale of Recyclable Materials (net of the cost Revenue: of transporting the materials to market) attributable to collection of M-6 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA Recyclables Materials in City. Positive net revenue will be expressed as a negative number, offsetting other operating costs. All Other: List all other expense accounts related to the services provided under this Agreement. This category includes all insurance not covered under Labor, including general liability, fire, truck damage, and extended coverage and employee group medical and life; rent on property, truck licenses and permits; real and personal property taxes, telephone and other utilities (including electricity, until the electricity cost category is used); employee uniforms; safety equipment; general yard repairs and maintenance; office supplies; postage; trade association dues and subscription; advertising; profit sharing contributions, regulatory expenses; overhead allocations; professional services; Recyclable Materials processing costs (without netting out Recyclables revenue); and miscellaneous other expenses. M-7 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA EXHIBIT N DETAILED RATE REVIEW METHODOLOGY a. Request for Detailed Rate Review At least six months prior to a normally scheduled July 1 st RRI adjustment, the City or the Contractor may request that a Detailed Rate Review be conducted for the upcoming Rate Year. In the event that either the City or the Contractor timely requests a Detailed Rate Review, the Detailed Rate Review shall be conducted and Maximum Rates set for that Rate Year in accordance with this Exhibit N. The Detailed Rate Review shall be based on Contractor's audited financial statements for the Contractor's cost of providing Collection services in the service area for the preceding complete fiscal year. Contractor shall assemble and submit such information as necessary to support assumptions made with regard to forecasts used to develop Maximum Rates. Contractor shall provide all information from related party entities regarding any material transactions between Contractor and those related party entities Maximum Rates shall be adjusted based on the forecasted annual cost of operations, profit, and forecasted pass -through expense, reviewed as set forth below. b. Forecasted annual cost of operations. The forecasted annual cost of operations shall consist of the sum of: Forecasted labor -related costs Forecasted vehicle -related costs iii. Forecasted other costs (i.e. any non -pass -through cost not included in items 1, 2 or4). iv. Forecasted depreciation expense Each of these sums shall be reviewed based on the following- C . Determination of actual costs. Contractor shall review its financial statement to determine Contractor's costs for each of the foregoing categories during the prior fiscal year and assign them to the appropriate category. City will check the audited financial statements to confirm that costs have actually been incurred and have been assigned to the appropriate category. d. Adiustment of actual costs. City may adjust the actual costs in two ways: (1) to exclude any non -allowable costs, set out below, and (2) to exclude and/or reduce any costs that were not reasonably and necessarily incurred in the performance of the services provided in accordance with this Agreement. Costs that may be deemed non -allowable include, but are not limited to, the following: N-1 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA Payments to directors and/or owners of Contractor unless paid to reasonably compensate for services actually rendered. Promotional, entertainment, and travel expenses, unless authorized in advance by City. iii. Payments to repair damage to property of City or other parties, including the City or County for which Contractor is legally liable. Iv. Fines or penalties of any nature. V. Liquidated damages assessed under this Agreement. vi. Federal or state income taxes. vii. Charitable or political donations. viii Attorney's fees and other expenses incurred by Contractor in any court proceeding in which City and Contractor are adverse parties, unless Contractor is the prevailing party in said proceedings. ix. Attorney's fees and other expenses incurred by Contractor in any court proceeding in which Contractor's own negligence, violation of law or regulation, or other wrongdoing, are in issue and occasions in part the attorney's fees and expenses claimed, provided, however, such attorney's fees will be allowed to the extent Company can demonstrate they were reasonable and necessary and a cost of doing business, and were not the result of any intentional or willful misconduct by Contractor or its employees; and attorney's fees and expenses incurred by Contractor in a court proceeding in which the legal theory or statute providing a basis of liability against Contractor also provides for separate strict liability for City arising from the action of its citizens or ratepayers (such as in a CERCLA lawsuit). x Payments to related party entities for products or services, in excess of the fair market value for those products or services. For purposes of this Agreement, related party expenses are those resulting from transactions between Contractor and another contractor (contractors) that has (have) common ownership or management control. Except as otherwise provided below the amount of these transactions shall be based on the actual cost to the related party and shall include no profit. To demonstrate the actual cost to the related company, Contractor shall provide, at a minimum, the invoice for the good or service, the receiving document, the corresponding canceled check and the basis for the transaction. Whenever possible, materials shall be delivered directly to Contractor or the related party entity, as appropriate. This paragraph 10 shall not apply to the services described in Exhibit K. N-2 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DAg-E143-46B2-8BFB-22FB1364CCDA e Forecasts of Annual Costs of Operations. Except as otherwise provided below, allowed annual costs of operations for the Contractor's prior fiscal year will be used to evaluate the forecasted annual costs for the upcoming year. The review will evaluate forecasted labor -related costs, vehicle - related costs, and other costs, including pass -through expenses as outlined below. The forecasts shall translate the prior fiscal year's costs to Rate Year costs using reasonable methodologies (such as index adjustments), and then modify them to account for reasonably foreseeable changes (such as changes in utilization, program changes, etc.). However, the following types of allowed costs of operations shall be forecasted for the Rate Year using the following methods, instead of basing the forecast on the prior fiscal year's costs: Labor -related costs shall be forecasted based on projected route hours and the labor cost increases provided for in Contractor's collective bargaining agreements (CBA). If a new CBA will take effect during the Rate Year, but the terms of that CBA have not yet been finalized, then the labor -related costs for employees covered by that CBA will be reasonably forecasted for the portion of the Rate Year for which the new CBA will be in effect. If the forecast over- or underestimates costs associated with the new CBA, then in the next RRI adjustment, the index adjustment applied to the Labor Cost category shall be decreased or increased accordingly, to correct for the over- or underestimation. Lease costs for assets leased from Recology Leasing Inc. shall be calculated as set forth in Exhibit K. ill Corporate and regional services costs shall equal four percent (4%) of the projected revenue requirement for the Rate Year, calculated as provided in subSection q below. Iv Depreciation expense will be calculated by dividing the actual purchase price of the assets by the number of years in the Term of the Agreement. The result is the forecasted depreciation expense for the Rate Year. V. Costs for Contractor to meet the milestone requirements of CARB's Advanced Clean Fleets regulation, including the costs of zero - emission vehicles and related charging/fueling infrastructure, shall be reasonably forecasted by Contractor. Profit. Profit or return to Contractor shall be determined by City applying an operating ratio so as to provide for reasonable costs of service and adequate rate of return to Contractor. The rate of return or profit shall be reasonably sufficient to allow for financial soundness of Contractor's operations within the service area of this Agreement, when operated under N-3 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA efficient and economical management, and to provide a return to Contractor over the term of the Agreement commensurate with the level of business risk, the competitive market place and the necessity to provide the public with reasonable rates. For purposes of this Agreement, the City -determined operating ratio shall be ninety percent (90%). The operating ratio shall be applied to forecasted Annual Costs of Operations (ACO) for the Rate Year to determine profit for the Rate Year. The formula is: operating ratio (0.90) = (ACO) / (ACO + profit). g. Forecasts of Pass -Through Costs. Pass -through costs shall be forecasted for the Rate Year as follows: Tip fees for Disposal of Refuse and Processing of Organic Materials and Recyclable Materials shall be forecasted by multiplying the projected tonnage by the expected tip fee, for each material type handled by Contractor, for the Rate Year. The tip fee for Recyclable Materials Processing for the Rate Year shall be determined as set forth in Exhibit K. The City Fee shall be forecasted by using the amounts identified in Article 7. City shall provide Contractor with City's reasonable good faith estimate of the amount Contractor will be required to reimburse City, as required by Section 8.04, to cover City's cost of conducting the DRR. Contractor shall not be required to reimburse City more than the amount specified by City and included in the DRR calculation. h. Adiustment of Maximum Rates. Maximum Rates shall be adjusted effective July 1 so as to generate sufficient Gross Revenue to Contractor over the Rate Year to cover the projected revenue requirement for the Rate Year. That is, Maximum Rates shall be adjusted so that Gross Revenue over the Rate Year from all rates other than ancillary fees shall be sufficient to cover the projected revenue requirement for the Rate Year. The projected revenue requirement for the Rate Year shall equal the sum of forecasted Annual Cost of Operations (item (d) above), profit (item (e) above), and forecasted pass -through costs (item (f) above). N-4 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA EXHIBIT O MAXIMUM RATES AS OF JULY 1, 2024 Recology Sonoma Marin - Rohnert Park - Rates Effective 7/1/2024 - 6/30/2025 Exhibit 0-1: City of Rohnert Park, CA Contractor's Maximum Rates -July 1, 2024 - June 30, 2025 Single Family Residence Cart Collection A. SINGLE-FAMILY RESIDENTIAL CART COLLECTION SERVICE - MONTHLY RATE Refuse Cart Sizes (gallons) 20 32 64 96 Monthly Refuse Rate $ 16.78 $ 30.77 $ 48.07 $ 75.03 B. SINGLE FAMILY RESIDENTIAL EXTRA COLLECTION - MONTHLY RATE Additional Refuse Cart $ 16.78 $ 30.77 1 $ 48.07 $ 75.03 Extra Additional Recycling Cart Over 2 Carts $29.14 Extra Additional Green Waste Cart Over 2 Carts $33.70 C. ADDITIONAL SERVICES AND RATES On -Premise Collection $ 37.50 added to all Carts sizes per month Extra Bag Collection $ 11.86 Per baa/occurrence Additional Cart Exchange (1 free exchange over contract term) $ 28.51 each additional Cart/occurrence Additional Cart Replacement (1 free exchange over contract term) $ 142.70 each additional Cart/occurrence Recycling Only Collection (1-95 gallon recycling Cart) $ 17.14 per month Collection Contaminated Cart $ 51.44 each contaminated Cart Extra Collection Trip $ 12.87 each Cart/trip Overflowing Container $ 11.86 Per container/occurrence Cart Cleaning (beyond 1 per year per cart) $ 56.29 per Cart Per BIC Collection BIC Collection (after 4 included) $ 79.45 Any Item with Freon (including four included BIC) $ 62.30 Per BIC Collection 7 Day Clean Up - 3 Cubic Yard Bin $ 266.22 each Bin and includes Disposal charqe 7 Day Clean Up - 4 Cubic Yard Bin $ 345.00 each Bin and includes Disposal charge 7 Dav Clean Up - 6 Cubic Yard Bin $ 502.55 each Bin and includes Disposal charge O-1 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA Exhibit 0-2: City of Rohnert Park, CA Contractor's Maximum Rates -July 1, 2024 - June 30, 2025 Multi -Family and Commercial Collection A. CARTS AND BINS - MONTHLY RATES Collection Frequency Container Size Ix / week 2x / week 3x / week 4x / week 5x / week 6x / week 32-gallon Cart $ 30.77 $ 61.46 $ 92.20 $ 122.97 $ 153.68 $ 184.45 64-gallon Cart $ 48.07 $ 96.13 $ 144.22 $ 192.27 $ 240.36 $ 288.43 96-gallon Cart $ 75.03 $ 150.06 $ 225.08 $ 300.11 $ 375.15 $ 450.19 1.0-CY Bin $ 160.42 $ 320.86 $ 481.24 $ 641.63 $ 802.09 $ 962.49 1.5-CY Bin $ 240.55 $ 490.90 $ 750.96 $ 1,021.27 $ 1,302.31 $ 1,593.98 2-CY Bin $ 320.86 $ 654.51 $ 1,001.27 $ 1,361.70 $ 1,736.43 $ 2,125.25 3-CY Bin $ 481.17 $ 981.73 $ 1,501.95 $ 2,042.50 $ 2,604.55 $ 3,187.94 4-CY Bin $ 641.60 $ 1,309.00 $ 2,002.59 $ 2,723.32 $ 3,472.85 $ 4,250.60 6-CY Bin $ 962.46 $ 1,963.51 $ 3,003.86 $ 4,084.97 $ 5,209.20 $ 6,375.84 On -call serivice is not available for containers smaller than 10Y. A-1. COMPACTOR BINS - MONTHLY RATES Compactor Bins 1.0 CY 1.5 CY 2.0 CY 3.0 CY 4.0 CY 6.0 CY Weekly Service $ 428.51 $ 587.78 $ 747.12 $ 1,065.73 $ 1,384.29 $ 2,021.53 B. DEBRIS BOXES AND COMPACTORS -PER PULL, & PER TON DISPOSAL COST Boxes Compactors 20 CY 30 CY 20 CY 26 CY 30 CY 32 CY 40 CY $ 574.07 $ 714.12 $ 913.00 $ 1,186.90 $ 1,369.48 $ 1,369.48 $ 1,826.02 C. ADDITIONAL SERVICES AND RATES Push Rates - Per Month $ 56.29 in 25 foot increments after the 1 st 25 feet Service for Locking Bin/Lock for Bin $ 12.26 Per Locking Bin & per Lock Provided Enclosure Service $ 12.26 per Enclosure Opening (not applied on top of Lockina fee ) Container Cleaning $ 37.01 per Cart per $ 112.50 per Bin per Compactor Cleaning per Occurrence $ 551.95 per Compactor on Collection Day Collection of Contaminated Bin $ 51.44 per Bin, plus $ 160.42 per Cu. Yd. Collection of Blocked Bin $ 41.44 per Bin Collection of Overflowed Bin $ 78.59 per Cubic Yard O-2 Rohnert Park - Recology Agreement - Fourth Amended (2025-04-08) Docusign Envelope ID: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA Extra Collection of Bin $ 16042 per Cubic Yard Additional CY of Recycling Above 3x MSW CY $ 42.17 per Cubic Yard Additional CY of Organics Above 3x MSW CY $ 55.32 per Cubic Yard Bin Exchange (1 free over contract term) $ 42.82 each occurrence Bin Replacement (1 free per year) $ 214.07 each occurrence Relocation fee or Trip Charge (No Collection on $ 357.06 per Trip or Relocation Debris Box or Compactor w/o Cancellation) Monthly Box Rental $ 216.45 per Month with no collection D. DISPOSAL CHARGES Disposal Site: Sonoma County Landfill/Transfer System $ 194.02 1 Per Ton Note: All Debris Boxes and Compactors are pull rates only; Disposal will be based on actual Disposal costs; the total maximum customer rate will be the total cost for the Collection, Disposal, City Fees, and AB 939 Compliance and Diversion Fee. Disposal of special items including concrete, mattresses, tires, appliances and items with freon will include special charges reflecting RSM's incremental cost of disposal. Debris box liners are not included in standard service but can be provided for the cost of the liner Exhibit 0-3: City of Rohnert Park, CA Contractor's Maximum Rates -July 1, 2024 - June 30, 2025 Emer ency Service Rates - Employees Labor Position Hourly Rate Driver $80.60 Utility $80.60 Exhibit 0-4: City of Rohnert Park, CA Contractor's Maximum Rates -July 1, 2024 - June 30, 2025 Emer ency Service Rates - Equipment Equipment Type Hourly Rate Front Loader $140.53 Split Body $140.53 Side Loader $140.53 Roll Off $105.41 Street Sweeper $105.41 Cart Delivery $87.86 Bin Delivery $87.86 Pickup $70.20 Equipment Type Per Service ADA or Deluxe Portable Toilet $85.00 Standard Portable Toilet or Handwash Station $75.00 O-3 Rohnert Park — Recology Agreement — Fourth Amended (2025-04-08) Certificate Of Completion Envelope Id: D6CA6DA9-E143-46B2-8BFB-22FB1364CCDA Subject: Complete with Docusign: Rohnert Park Source Envelope: Document Pages: 147 Signatures: 1 Certificate Pages: 1 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 4/16/2025 3:06:34 PM Signer Events Salvatore M. Coniglio sconiglio@recology.com CEO Fy21 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Bryce Giddens BGiddens@recology.com General Counsel Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Notary Events Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Holder: Michelle Nichelini MNichelini@recology.com Signature LS.S..d by:r - IMAM" Signature Adoption: Uploaded Signature Image Using IP Address: 107.115.120.38 Signed using mobile Signature Status Status Status Status Status COPIED Signature Signature Status Hashed/Encrypted Security Checked Security Checked Security Checked 0 docusign. Status: Completed Envelope Originator: Michelle Nichelini 50 California St 24th Floor San Francisco, CA 94111 MNichelini@recology.com IP Address: 71 11.185.52 Location: DocuSign Timestamp Sent: 4/16/2025 3:10:45 PM Viewed: 4/16/2025 3:40:42 PM Signed: 4/16/2025 3:40:48 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 4/16/2025 3:40:52 PM Timestamp Timestamp Timestamps 4/16/2025 3:10:45 PM 4/16/2025 3:40:42 PM 4/16/2025 3:40:48 PM 4/16/2025 3:40:52 PM Payment Events Status Timestamps