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2016-12-13 - AGENDA REPORTS - SOLID WASTE SERVICES RESID (2)
Agenda Item: 10 CITY OF SANTA CLARITA Q) AGENDA REPORT CONSENT CALENDAR CITY MANAGER APPROVAL: fAl DATE: December 13, 2016 SUBJECT: APPROVE CONTINUATION RIGHTS FOR SOLID WASTE SERVICES FOR EXCLUSIVE RESIDENTIAL SERVICES IN THE NEWLY ANNEXED DEVELOPMENTS OF WEST HILLS AND WEST CREEK DEPARTMENT: Neighborhood Services PRESENTER: Travis Lange RECOMMENDED ACTION City Council approve and authorize the City Manager to sign the agreement between the City of Santa Clarita and Burrtec Waste Industries, Inc., to provide solid waste services to the recently annexed areas of West Hills and West Creek, utilizing the current Exclusive Franchise Agreement between the County of Los Angeles and Burrtec Waste Industries, Inc., for Provision of Refuse, Recyclables, and Green Waste Automated Cart Services at Residential Premises and Certain Multifamily and Commercial Premises for the Service Area of Santa Clarita Valley. BACKGROUND On April 12, 2016, the City Council adopted a resolution approving a Negative Declaration for the project (Master Case 16-012) and authorizing the City Manager, or designee, to submit an application to the Local Agency Formation Commission (LAFCO) requesting annexation of the West Hills and West Creek areas of unincorporated Los Angeles County (County) to the City of Santa Clarita (City). On November 15, 2016, the City annexed the areas of West Hills and West Creek from the County. Among other things, the City is required to provide solid waste services to safeguard public health and safety. As part of the annexation process, the City and County desire to create a smooth transition of solid waste services in the newly annexed areas. According to the attached Amendment I to Exclusive Franchise Agreement, between the County of Los Angeles and Burrtec Waste Industries, Inc., for Provision of Refuse, Recyclables, and Green Waste Automated Cart Services at Residential Premises and Certain Multifamily and Commercial Premises for the Service Area of Santa Clarita Valley, the County wishes to Page 1 Packet Pg. 42 relinquish administrative responsibility for the Franchise Agreements in the West Hills and West Creek areas to the City. Due to the assertion of continuation rights, the City and the County are required, under Public Resources Code 49250, to allow Burrtec to continue providing solid waste services until the expiration or termination of the Exclusive Agreement or the completion of Continuation Rights. Burrtec has agreed to continue to provide solid waste services as described in the County Agreement, which is similar to those currently being provided to existing City residents through the City's Franchised Services. The current Franchise Agreement between the County and Burrtec expired on October 31, 2015. The Exclusive Franchise Agreement between Burrtec and the County is now extended on a yearly basis, with two one-year extensions remaining or until October 31, 2018. All parties have agreed that the Franchise Agreement, including Continuation Rights, will expire at midnight on October 31, 2017. Staff is recommending that in order to maintain continuity of waste collection services to newly annexed residents, the City Council approve the attached agreement allowing the City to assume the administrative responsibilities outlined in the Exclusive Franchise Agreement between the County of Los Angeles and Burrtec Waste Industries, hic. for provision of Refuse, Recyclables, and Green Waste Automated Cart Services at Residential Premises and Certain Multifamily and Commercial Premises for the Service Area of Santa Clarita Valley As such, Burrtec will provide the City all franchise fees due and all collection reports, according to the current Agreement with the County, until the term of the Agreement expires. Franchise fees, expressed as a percentage of the monthly gross receipts of the franchise waste hauler arising from the use, operation, or possession of the franchise, are used to administer the agreements, and help maintain public roads on which the haulers vehicles traverse. Once this extension expires on October 31, 2017, the City's current Exclusive Residential Franchise Hauler, Waste Management, will perform the services under the Amended and Restated Agreement Between the City of Santa Clarita and USA Waste of California, Inc. DBA Blue Barre] Disposal for Residential Solid Waste Management Services. It is anticipated that the annexed areas of West Creek and West Hills are similar in disposal practices and will not affect the City's disposal rate. ALTERNATIVE ACTION Other action as determined by the City Council. FISCAL IMPACT As a result of the hauler servicing the newly annexed areas, the City's General Fund will receive additional revenue from the franchise fees. Based on 10 percent of gross receipts, it is anticipated that $37,071 will be collected annually. Page 2 Packet Pg. 43 ATTACHMENTS Continuation Rights Agreement- City of Santa Clarita & Burrtec and Exhibits A&B Legal Description Santa Clarita Valley 2016 Franchise Agreement Amendment 1 Burrtec - Los Angeles County Exclusive Residential Agreement 2008 (available in the City Clerk's Reading File) Page Packet Pg. 44 CONTINUATION RIGHTS AGREEMENT BETWEEN THE CITY OF SANTA CLARITA AND BURRTEC WASTE INDUSTRIES, INC. FOR THE EXCLUSIVE RESIDENTIAL SOLID WASTE SERVICES IN WEST HILLS AND WEST CREEK ANNEXATIONS WHEREAS, on November 16, 2016, the City of Santa Clarita (City) annexed the areas described in Exhibits "A" and "B" (the Annexed Areas) from the County of Los Angeles (County); and WHEREAS, Burrtec Waste Industries, Inc. (Burrtec) was awarded an Exclusive Franchise (Franchise) from the County on November 1, 2008, to provide solid waste services to residential premises located within the Annexed Areas; and WHEREAS, Burrtec has asserted continuation rights under Section 49250 et seq., of the California Public Resources Code to continue to provide Franchise services as prescribed in the November 1, 2008 County Franchise Agreement (Franchise), which is substantially similar to the City services in the Annexed Areas until the Agreement expires on October 31, 2017. NOW, THEREFORE, be it known that the City and Burrtec agree to the following: 1. Under the administration of the City, Burrtec will continue to provide the exclusive residential solid waste services as prescribed in the Franchise until it expires on October 31, 2017, in the Annexed Areas and the City shall assume the role of the County as described in the Franchise for purposes of the Annexed Areas; and 2. Burrtec agrees to pay Franchise fees, as prescribed within the Franchise to the County up to and until midnight Monday, November 14, 2016; and 3. Burrtec agrees to pay Franchise fees, as prescribed within the Franchise, solely to the City for the dates of Tuesday November 15, 2016 through Saturday, December 31, 2016 henceforth Franchise Fees are to be paid quarterly beginning January 1, 2017, through the end of the term of the Franchise; and 4. Burrtec may comingle the collection of solid waste, recycling, and green waste with adjacent areas and will provide best effort calculations of the collection tonnages specific to the Annexed Areas to the City on a monthly basis; and. 5. Burrtec understands and agrees that nothing in this Franchise will extend the term or duration of the Franchise and Burrtec shall cooperate with Waste Management with respect to any transition issues associated with Waste Management commencing exclusive services as of November 1, 2017. (Signatures on next page) IN WITNESS WHEREOF, the parties have executed this Agreement as of the day of 10.a Packet Pg. 45 10.a BURRTEC WASTE INDUSTRIES, INC. w LU U) a 0 J 0 U) C CITY OF SANTA CLARITA A California Municipal Corporation a U N N Packet Pg. 46 m Kenneth W. Striplin City Manager m a N L X ATTEST: w a r U N co co Mary Cusick ca City Clerk m = U m mm U) APPROVED AS TO FORM: o _a U c Joseph Montes m City Attorney Packet Pg. 46 10.a �i„•ups Oi 4� EXHIBIT "A” <<nm"��•ri �• w SIH LEGAL DESCRIPTION ANNEXATION NO, 2016-07 0 TO THE CITY OF SANTA CLARFIA o (WEST CREED "? M That portion of the Rancho San Francisco in the unincorporated territory of the County of Los Angeles, State of California, per map recorded in Book 1, Pages 521 and 522, of Patents, `o described as a whole as follows: o. Commencing at the point of intersection of the centerline of Alta Vista Avenue with the centerline of Constellation Road as shown on Tract No. 52673-03 filed in Book 1281 Pages 6 through 25, inclusive, of Maps, in the Office of the Recorder of said county; thence, TLl) along the centerline of Alta Vista Avenue, South 69° 32'27" East 221.41 feet TC2) to the beginning of a tangent curve concave northerly having a radius of 1200.00 feet; thence, easterly along said curve through a central angle of 18° 42'37" an are distance of 391.87 feet; thence, TU) South 88° 15'04" East 38.47 feet to the POINT OF BEGINNING; Cl) said point being in the westerly line of the land described in Certificate of Completion filed October 31, 1996 as Instrument No. 96-1773306, said certificate being referred to as City of Santa Clarita Annexation No. 1995-03; said point also being the beginning of a non -tangent curve concave westerly having a radius of 910.00 feet, a radial line to the beginning of said curve bears South 64° 05'45" East; thence, leaving said centerline, along said city boundary, northerly along said curve through a central angle of 0° 49' 10" an arc distance of 13.01 feet; thence, L2) North 250 05' 05" East 32.77 feet to a point of intersection of the northerly right-of-way of Alta Vista Avenue with the westerly line of Parcel 2 of Parcel Map No. 25802 filed in Book 338 Pages 23 through 48, inclusive, of Parcel Maps, in the Office of the Recorder of said county; thence, L3) along the westerly line of said Parcel 2 and said city boundary, North 25° 05'05" East 417.22 feet C4) to the beginning of a tangent curve concave southeasterly having a radius of 890.00 feet; thence, northeasterly along said curve through a central angle of 14° 54' 12" an arc distance of 231.50 feet; thence, L5) North 230 30' 18" West 210.54 feet; thence, Packet Pg. 47 10.a EXHIBIT "A" LEGAL DESCRIPTION LU N (CONTINUED) 0 L6) North 50 50' 36" East 376.03 feet; thence, p N L7) North 260 20' 54" East 450.52 feet; thence, r L8) North 200 27' 45" West 417.44 feet; thence, L9) North 580 00104" West 698.70 feet; thence, L10) North 2° 13' 59" East 390.24 feet; thence, Ll l) North 23° 55'58" East 620.77 feet; thence, L12) North 20° 12' 18" West 405.03 feet; thence, L13) North 470 25'28" West 512.35 feet; thence, L14) North 9° 09'47" East 420.19 feet to Station No. 8 in the easterly boundary of the Wayside Honor Farm, as shown on County Surveyors Map CSB 1638 in the Office of the County Engineer of said county; thence, L15) leaving said city boundary, along the westerly line of said Parcel 2, and along the easterly line of said farm, North 830 48'05" East 531.29 feet to Station No. 7 of said farm; thence, L16) North 140 11'02" West 536.31 feet to Station No. 6 of said farm; thence, L17) North 420 05' 16" East 644.01 feet to Station No. 5 of said farm and the northerly corner of said Parcel 2; thence, L18) along the westerly and northerly and northeasterly line of Parcel 4 of said Parcel Map No. 25802, North 0° 06' 11" West 1390.28 feet to Station No. 4 of said farm; thence, L19) North 810 56'42" West 425.42 feet to Station No. 3 of said farm; thence, L20) North 44° 57' 12" East 1118.38 feet to Station No. 2 of said farm; thence, L21) North 71' 1 P43" East 497.49 feet to Station No. 1 of said farm; thence, L22) South 800 20' 33" East 713.46 feet; thence, L23) South 120 26'44" West 221.42 feet; thence, L24) South 210 05' 19" East 305.10 feet; thence, L25) North 470 15' 05" East 275.82 feet; thence, Page 2 of 7 Packet Pg. 48 10.a L37) leaving the northeasterly line of said Parcel 4, South 58° 36'47" East 105.18 feet to the centerline of Tesoro Del Valle Drive, 90.00 feet wide, as shown on said Parcel Map No. 25802; thence, L38) along said centerline, South 32° 28'20" East 193.36 feet to the intersection with the centerline of Copper Hill Drive, 110.00 feet wide, as shown on said Parcel Map No. 25802; thence, L39) along last said centerline, North 57° 31' 40" East 70.25 feet C40) to the beginning of a tangent curve concave southerly having a radius of 1800.00 feet; thence, easterly along said curve through a central angle of 41° 24' 11" an arc distance of 1300.71 feet; thence, L41) leaving Iast said centerline, North 190 05'49" East 55.85 feet to the northerly line of said Copper Hill Drive and the southwesterly corner of Parcel 5 of said Parcel Map No. 25802; thence, L42) along the westerly and northerly line of said Parcel 5, North 190 05'49" East 10799 feet; thence, Page 3 of 7 Packet Pg. 49 EXHIBIT "A" LEGAL DESCRIPTION w N (CONTINUED) 0 L26) North 720 38'37" East 209.10 feet; thence, o N L27) South 29° 58' 16" East 329.12 feet; thence, r L28) South 11° 49'24" West 82.11 feet; thence, c 0 L29) South 24° 18'33" East 517.97 feet; thence, a C U L30) South 40° 07'47" East 481.87 feet; thence, 0 L31) North 700 53'54" East 155.00 feet; thence, J L32) South 32° 28' 17" East 562.66 feet; thence, Caa L33) South 66° 20' 36" East 195.95 feet; thence, a L34) South 400 00' 06" East 336.62 feet; thence, r w L35) South 34° 05'30" East 512.36 feet; thence, v v v L36) South 58° 36' 47" East 119.50 feet; thence, L37) leaving the northeasterly line of said Parcel 4, South 58° 36'47" East 105.18 feet to the centerline of Tesoro Del Valle Drive, 90.00 feet wide, as shown on said Parcel Map No. 25802; thence, L38) along said centerline, South 32° 28'20" East 193.36 feet to the intersection with the centerline of Copper Hill Drive, 110.00 feet wide, as shown on said Parcel Map No. 25802; thence, L39) along last said centerline, North 57° 31' 40" East 70.25 feet C40) to the beginning of a tangent curve concave southerly having a radius of 1800.00 feet; thence, easterly along said curve through a central angle of 41° 24' 11" an arc distance of 1300.71 feet; thence, L41) leaving Iast said centerline, North 190 05'49" East 55.85 feet to the northerly line of said Copper Hill Drive and the southwesterly corner of Parcel 5 of said Parcel Map No. 25802; thence, L42) along the westerly and northerly line of said Parcel 5, North 190 05'49" East 10799 feet; thence, Page 3 of 7 Packet Pg. 49 10.a EXHIBIT "A" LEGAL DESCRIPTION LU N Q (CONTINUED) 0 L43) North 240 17' 47" East 419.01 feet; thence, o N L44) North 160 09' 00" East 437.63 feet; thence, r L45) North 240 06'38" East 451.11 feet; thence, L46) South 800 20'37" East 1595.10 feet; thence, L47) North 650 49' 17" East 187.85 feet to the northeasterly comer of said Parcel 5, said northeasterly corner also being an angle point on the boundary of Certificate of Completion filed March 3, 2006 as Instrument No. 06-0473751, said certificate being referred to as City of Santa Clarita Annexation No. 2005-07; thence, southerly, westerly, and northerly along the westerly, northerly, and easterly sidelines of said Annexation No. 2005-07, Annexation No. 98-02, Annexation No. 2010-10, Annexation No. 98-02, and first said Annexation No. 1995-03, the following courses to the point of beginning: L48) South 20 36'07" West 106.45 feet; thence, L49) South 430 43' 15" West 194.30 feet; thence, L50) South 260 55' 20" West 270.27 feet; thence, L51) South 130 31' 14" West 428.05 feet; thence, L52) South 2° 09' 10" East 330.01 feet; thence, L53) South 490 06' 17" West 188.22 feet; thence, L54) South 1° 16'57" East 75.72 feet; thence, L55) South 88° 43' 03" West I00.00 feet C56) to the beginning of a non -tangent curve concave northwesterly having a radius of 27.00 feet, a radial line to the beginning of said curve bears North 88° 43' 03" East; thence, southerly and westerly along said curve through a central angle of 95° 11'47" an arc distance of 44.86 feet; thence, L57) South 30 54' 50" West 100.00 feet C58) to the beginning of a non -tangent curve concave northerly having a radius of 1850.00 feet, a radial line to the beginning of said curve bears South 3° 54' 50" West; thence, westerly along said curve through a central angle of 7° 48' 52" an arc distance of 252.32 feet; thence, Page 4 of 7 Packet Pg. 50 10.a C75) to the beginning of a non -tangent curve concave westerly having a radius of 2742.00 feet, a radial line to the beginning of said curve bears South 83° 39'36" East; thence, northerly along said curve through a central angle of 3' 56' 13" an arc distance of 188.41 feet; thence, L76) North 20 24' 11" East 207.51 feet C77) to the beginning of a tangent curve concave southeasterly having a radius of 27.00 feet; thence, northerly and easterly along said curve through a central angle of 90° 15' 13" an arc distance of 42.53 feet; thence, L78) North 2' 13'52" East 40.00 feet; thence, Page 5 of 7 Packet Pg. 51 EXHIBIT "A" LEGAL DESCRIPTION w N (CONTINUED) L59) South 25° 26'50" West 79.43 feet; thence, 0 o N L60) South 340 21' 55" West 415.89 feet; thence, L61) South 41° 30'38" West 415.89 feet; thence, r r 0 L62) South 34° 18'03" West 187.07 feet; thence, a L63) South 23'40'02" West 684.85 feet; thence, C U d 0 L64) South 26° 11'43" West 659.99 feet; thence, v J L65) South 190 58' 47" West 1327.43 feet; thence, m Ca L66) South 120 52'08" West 491.92 feet; thence, a L67) South 50 48' 05" West 497.03 feet; thence, r K w L68) South 0° 53' 06" West 364.62 feet; thence, v o v v L69) South 4° 50'05" West 836.03 feet; thence, m L70) South 8° 49'44" West 519.51 feet; thence, Ca m L71) South 81° 10'16" East 63.92 feet; thence, L72) South 90 05' 49" West 436.26 feet; thence, m r U) L73) South 70 04'12" West 463.42 feet; thence, o T L74) North 870 20' 37" West 1081.84 feet C75) to the beginning of a non -tangent curve concave westerly having a radius of 2742.00 feet, a radial line to the beginning of said curve bears South 83° 39'36" East; thence, northerly along said curve through a central angle of 3' 56' 13" an arc distance of 188.41 feet; thence, L76) North 20 24' 11" East 207.51 feet C77) to the beginning of a tangent curve concave southeasterly having a radius of 27.00 feet; thence, northerly and easterly along said curve through a central angle of 90° 15' 13" an arc distance of 42.53 feet; thence, L78) North 2' 13'52" East 40.00 feet; thence, Page 5 of 7 Packet Pg. 51 10.a Page 6 of 7 Packet Pg. 52 EXHMIT "A" LEGAL DESCRIPTION Uj N (CONTINUED) 0 L79) South 870 20' 30" East 126.36 feet; thence, o N L80) North 2039'30" East 49.45 feet; thence, r L81) North 50 54' 18" West 362.02 feet; thence, 0 L82) North 170 12'58" West 35.04 feet; thence, o. U L83) North 33° 04'08" West 128.65 feet; thence, o L84) North 410 06'54" West 66.06 feet; thence, J L85) North 260 45' 26" West 45.31 feet; thence, Ca a L86) North 9° 22' 10" East 182.62 feet; thence, L87) North 430 29' 42" East 59.50 feet; thence, r w v C L88) North 520 52141 " East 41.84 feet; thence, v L89) North 29° 0721" East 40.99 feet; thence, m L90) North 3° 04' 13" East 128.63 feet; thence, a L91) North 0° 03'35" West 76.90 feet; thence, L92) North 5° 07' 48" West 133.65 feet; thence, 0 r U) L93) North 160 23' 40" West 86.41 feet; thence, c T L94) North 70 33'54" West 73.98 feet; thence, w r L95) North 14° 50' 53" West 56.66 feet; thence, 0 w w L96) North 360 37'34" West 62.05 feet; thence, a L97) North 69° 37'18" West 58.84 feet; thence, N w rn 2 L98) North 730 07' 09" West 60.99 feet; thence, `0_ 0 L99) North 360 01' 20" West 50.72 feet; thence, 'c c L100) North 90 15'17" East 78.56 feet; thence, L101) North 640 24'19" East 80.82 feet; thence, r Page 6 of 7 Packet Pg. 52 10.a EXHIBIT "A" LEGAL DESCRIPTION w N (CONTINUED) 0 L102) South 83° 15'58" East 77.10 feet; thence, o N L103) North 140 10' 08" East 77.46 feet; thence, r L104) North 490 19'40" West 74.28 feet; thence, L105) North 15° 46'32" West 204.79 feet; thence, L106) South 73° 46' 19" West 1473.51 feet; thence, L107) North 600 18' 01" West 127.99 feet C 108) to the beginning of a non -tangent curve concave northwesterly having a radius of 1749.92 feet, a radial line to the beginning of said curve bears South 60° 18' 01" Fast; thence, westerly along said curve through a central angle of 44° 21'49" an arc distance of 1354.95 feet; thence, L109) South 74° 03'48" West 444.03 feet C110) to the beginning of a tangent curve concave southerly having a radius of 1750.00 feet; thence, westerly along said curve through a central angle of 5° 43'43" an are distance of 174.97 feet; thence, L111) North 210 39155" West 50.00 feet Cl 12) to the beginning of a non -tangent curve concave southeasterly having a radius of 1800.00 feet, a radial line to the beginning of said curve bears North 21° 39'55" West; thence, southwesterly along said curve through a central angle of 15° 40' 58" an arc distance of 492.69 feet; thence, L113) North 26° 31'27" West 1112.79 feet C114) to the beginning of a non -tangent curve concave northwesterly having a radius of 910.00 feet, a radial line to the beginning of said curve bears South 54° 12' 42" East; thence, northeasterly along said curve through a central angle of 9° 53'03" an arc distance of 156.98 feet, to the POINT OF BEGINNING, containing an area of 1018.39 acres, more or less. Page 7 of 7 Packet Pg. 53 EXHIBIT "B" BOUNDARYSKETCH ANNEXATIONNO.: 2016-07 TO THE CITY OF SANTA CLARITA COUNTY OF _ _ _ _ _ _ _ _ _ LOS ANGELES SEE SHEET 4 1s I P SEE SHEET 5 1 I I <<F 1 ti I � 11 DRIVE PARCEL MAP NO 25802 I I P.M.B. 338-2I4�-4 J I I SEE SHEET 3 I PROPOSED / ! I ANNEXATION I I SEI Lu AREA I I ! I `\ r \ POB SEE I SEE SHEETI9 POC SEE L--- \ qt SHEET 2SEE I CONSTELLATION ROAD j O�C� I L SHEE7 9� © B CITY OF I SANTA L-. — CLARITA ryVq( o ( ky�cy Rb Y qp a` LEGEND ANNEXATION BOUNDARY �- EXISTING CITY BOUNDARY POB POINT OF BEGINNING POC POINT OF COMMENCEMENT MWD METROPOLITAN WATER DISTRICT 10.a SHEET 1 OF 10 Lu f� Q 0 J 0 M m COUNTY OF LOS ANGELES o I I CITY OF I SANTA CLARITA I I I B 1 I L_J SHEET 7 CITY OF I SANTA CLARITA — d I —_J GRAPHIC SCALE 1”=2000' 0 2000 4000 Packet Pg. 54 0 k C B W � o0 w m CITY OF SANTA CLARITA j EXHIBIT "B" o l BOUNDARYSKETCH� 1 (Continued) \ �o 1 Q. 1 \ SHEET 2 OF 10 !\ DETAIL A 2810-123-019 \ (FROM 13ELOW LEFT) j I 1 l 1 " � 5 \ 2810-109-042 2810-133.005/ \ \ 1 2810-133-003) I I PROPOSED I\\ ANNEXATION AREA \ / I 2810-123-001 / \ 2810-123-018 / L2 .C1 2810-123-007 � \ p� Jp�N�pC, 2810-123-D17 LEGEND ANNEXATION BOUNDARY — — — — — — ASSESSOR PARCEL LINES DR1� GOppE CITY OF SANTA CLARITA a, .1pp,o,.a -.. \1H �OYi i n•nt'• GRAPHIC SCALE 1 "=400' 0 400 800 10.a Packet Pg. 55 ER 25 I COUNTY OF LOS ANGELES MATCHLINE CITY OF SANTA CLARITA LEGEND I 2810-119-028 1- 1-132- -2810-132-001 �I I P OB OB J V r 1 r 2810-132-029 / 'S ?B, _1 rN2810-132-0101 / PROPOSED / ANNEXATION / AREA W ! 1 I I o f J J / ANNEXATION BOUNDARY EXISTING CIN BOUNDARY — -- — -- -- — ASSESSOR PARCEL LINES POB POINT OF BEGINNING 10.a SHEEP 3 OF 10 W EXHIBIT rrBrr N BDUNDARYSKETCH (Continued) o GRAPHIC SCALE 1"=500' • • s �� ���� v I M r Packet Pg. 56 R1: WAYSIDE HDNDR RANCHO, CSB 1636 STA No 2, R1 EXHIBIT 'B" BOUNDARYSKETCH (Continued) 10.a SHEET 4 OF 10 COUNTY OF .OS ANGELES 2810-119-029 1 2810-119-026 V. I // ✓amu I I 12810-119-0310 c ----______—s,___---1�—�_— I ti 2810-119-031 M I PROPOSED ANNEXATION I AREA 7 0 t I � METROPOLII I WATER I DISTRICT I I 2810-132-023- SM 810-i32-023 SMA No 61 RI 2810-132-001 I No 8, R1 -POB MATCHLINE i r ! ,TSTA No 7, R1 Y 2810-132-029 / W'LY UNE PARCEL 2, PM 25802 338/23-48 LEGEND ANNEXATION BOUNDARY --�— EXISTING CITY BOUNDARY -- — — — — ASSESSOR PARCEL LINES POB POINT OF BEGINNING PARCEL. 4, PM 25802 338/23-48 PARCEL 21 PM 25802 338/23-48 ulvllll�rtf),�e� . GRAPHIC SCALE 1 "=500' 0 500 1000 Packet Pg. 57 LU f0 Q O J 0 1n STA No 3, R1 09 STA No 4, R1—/ m 4 4 WAYSIDE W HONOR o FARM a 8 z COUNTY OF cN LOS ANGELES c 0 k STA No 56 R1�rL I // ✓amu I I 12810-119-0310 c ----______—s,___---1�—�_— I ti 2810-119-031 M I PROPOSED ANNEXATION I AREA 7 0 t I � METROPOLII I WATER I DISTRICT I I 2810-132-023- SM 810-i32-023 SMA No 61 RI 2810-132-001 I No 8, R1 -POB MATCHLINE i r ! ,TSTA No 7, R1 Y 2810-132-029 / W'LY UNE PARCEL 2, PM 25802 338/23-48 LEGEND ANNEXATION BOUNDARY --�— EXISTING CITY BOUNDARY -- — — — — ASSESSOR PARCEL LINES POB POINT OF BEGINNING PARCEL. 4, PM 25802 338/23-48 PARCEL 21 PM 25802 338/23-48 ulvllll�rtf),�e� . GRAPHIC SCALE 1 "=500' 0 500 1000 Packet Pg. 57 LU f0 Q O J 0 1n 10.a SHEET 5 OF 10 EXHIBIT "B" LLI BOUNDARY SKETCH (Continued) 0 J �A NETY UNE PARCEL 4, PM 25602 338/23-48 N r 2810-119-030 1 1 �1 o, 1 A \ o 'po w METROPOLITAN { t, WATER DISTRICT PARCEL 4, PM 25602 .� 338/23-48 2810-119-014 L3 PROPOSED ANNEXATION AREA _ �\� LEGEND ANNEXATION BOUNDARY - - - - - ASSESSOR PARCEL LINES COUNTY OF LOS ANGELES 12810-001-060 V ,� 2810-001-O6i 1 / wz tj 2810-71 1005 L Ir / .,obi% -nam r GRAPHIC SCALE 1 "=500' 0 500 1000 Packet Pg. 58 Fz c 4 COUNTY OF LOS ANGELES � Izato-ool-oho d EXHIBIT P'B" BOUNDARYMETCH (Continued) 5, PM 2$802 2810-001-092 PROPOSED Lae ANNAREA ON COPPER NTLI DRlVp 2810-001-061 _ 2810-001-093 LEGEND ANNEXATION BOUNDARY -- EXISTING CIT' BOUNDARY — — — — — — ASSESSOR PARCEL LINES 10.a SHEET 6 OF 10 COUNTY OF LOS ANGELS: Lal t i ' TRAIL CITY OF SANTA CLARITA z W m GRAPHIC SCALE 1 "=500' 0 500 1000 Packet Pg. 59 VILLAGE PROPOSED ANNEXATION AREA 10.a a t E"IBIT "B" 'BDUNDaRYSTCH o ! (Continued) a a o ! a. ! F / 911 2810-001-093 J I o i 1 1_ 2810-109-163 /1 ° 1 2810-002-099 a CITY OF SANTA CLARITA .�cc ancu a / 3 O� h �'y O H LEGEND ANNEXATION BOUNDARY - - -- - ASSESSOR PARCEL LINES GRAPHIC SCALE SHEET 7 OF 10 1 "=500' Packet Pg. 60 10.a SHEET 8 OF 10 2810-109-163 - EXHIBIT "B" MA7CHLINE �� � LLI SEE SHEET 9 •� BOUNDARYSICETCH rn (Continued) J O L104 L102 2810-002-099 MATCHLINE N L10'. L103 SEE SHEET 7 M m L100 L99 L96 0 138 L97 L95 a � N L94 tltltl(((fff y o Oq O L93 PROPOSED L92 ANNEXATION N AREA Ca L91 a N w CITY OF CITY OF a SANTA L89 Lso SANTA x CLARITA CLARITA w L87 L88 r m V a _ L84 Z � m N 10 H L63L71 L82 1 U m I o M 3 4U O m C77 L79 � � Y g C L80 DECORO DRIVE H E E rn L78 Q L76 4 w ,yg Op W^ ,g1ttl11 tlll.b /11 R y 2e10-002-099 B C75 y (L74) r 11 c DICKASON DRIVE N 8720'37' W wel 1081.84' O U GRAPHIC SCALE 1 "=300' LEGEND E ANNEXATION BOUNDARY 0 300 600 ------- ASSESSOR PARCEL LINES m Packet Pg. 61 / EXHIBIT "B" BOUArDARYSKETCH (Continued) PROPOSED ANNEXATION AREA I � \ _J \ 2 \ t � � I a 2810-109-042 O I 1 810-123-018 /// / / 2810-123—D01 +� LEGEND ANNEXATION BOUNDARY — — — — — — ASSESSOR PARCEL LINES 10.a SHEET 9 OF 10 OAMINO DEL ARTS DRIVE 2810-109-163 MATCHLINE f SEE SH Sl 754519 41 1071`191 DR. CITY OF SANTA CLARITA DICKASON DRIVE / `'1hhYn+ct1 Ai 11 GRAPHIC SCALE 1"=500' I%IIIYI'1611`��`y 0 500 1000 Packet Pg. 62 Lu f� Q 0 J 0 M r 10.a Packet Pg. 63 10.a Packet Pg. 64 10.b CONTRACT NO. 001874 AMENDMENT 1 TO EXCLUSIVE FRANCHISE AGREEMENT between the County of Los Angeles and Burrtec Waste Industries, Inc. for provision of Refuse, Recyclables, and Green Waste Automated Cart Services at Residential Premises and Certain Multifamily and Commercial Premises for the Service Area of Santa Clarita Valley THIS AMENDMENT ("Amendment") is between the County of Los Angeles, a political subdivision of the State of California ("COUNTY") and BURRTEC WASTE INDUSTRIES, INC., a California corporation ("FRANCHISEE") (together, the "Parties"). It is effective on the date when both Parties have signed it ("Effective Date"). RECITALS AND FINDINGS The Parties refer to the following facts, circumstances and findings: (1) Background: a. COUNTY Franchise Agreement: The COUNTY and the FRANCHISEE ".'. entered into the Exclusive Franchise Agreement referenced above on o October 30, 2008, ("Agreement"). Under the Agreement, FRANCHISEE must provide solid waste management services ("Franchise Services") in the defined "Service Area'. The "Service Area" is comprised of a portion of v the unincorporated Santa Clarita Valley. Attachment 1 to Exhibit 3D of the v Agreement, page 72 describes the boundaries of the Service Area: Castaic, d Canyon Country, Newhall, Valencia, Saugus and Stevenson Ranch ("Service a Area"), included here for convenience as Exhibit "A".r. b. Annexations. The City of Santa Clarita, a municipal corporation and California general law city ("City") has annexed the areas described in Exhibit "B" (the "Annexed Areas"). Annexed Areas comprise portions of the Service Area. c. City Franchise Agreement. City has entered into an entirely separate franchise agreement with a different franchised hauler to provide solid waste handling services within the City's incorporated boundaries. Under that franchise agreement, certain residential and multi -family customers receive services that are different in scope and cost than Franchise Services for the same type of customers. d. FRANCHISEE'S Continuation Right. Under Section 49520 et seq. of the CA Public Resources Code, FRANCHISEE has the right to continue to provide Franchise Services that are substantially similar to the City services in the Annexed Areas until the Agreement expires on October 31, 2017. FRANCHISEE wishes to exercise its continuation rights. HOA.101368915.4 Page 1 of 12 Packet Pg. 65 10.b (2) Parties' Goals: a. Uniform City Service: The City wants to provide solid waste management services in the Annexed Areas that are the same as solid waste management services under its existing franchise agreement in the remainder of the City. It wants to provide uniform services. b. FRANCHISEE Will Provide Uniform City Service: FRANCHISEE is willing to provide services for the City in the Annexed Area, as FRANCHISEE and the City may agree. c. Uniform COUNTY Service: The COUNTY wants to provide all its residents located within the Service Area with uniform Franchise Services. The COUNTY does not want to assume the cost and liability for administering and enforcing FRANCHISEE's new obligations to provide services in the Annexed Areas. The COUNTY wants FRANCHISEE to continue provide Franchise Services in the Service Area remaining outside of the Annexed Areas, until the expiration or termination of the Agreement on October 31, 2017. (3) Parties' Intent: a. Reduced Service Area: COUNTY and the FRANCHISEE intend that the Annexed Area will no longer be part of the Service Area under the Franchise Agreement. b. Continued Franchise Services: COUNTY and FRANCHISEE intend that FRANCHISEE will continue to provide Franchise Services in the Service Area except for the Annexed Areas. c. Continuation Certain Rights, Remedies and Benefits: COUNTY intends that it will reserve certain rights, remedies and benefits described below with respect to Franchise Services that FRANCHISEE provided in the Annexed Areas prior to this Amendment. (4) COUNTY Authority. a. Franchise Agreement. With FRANCHISEE consent, the Director may change the scope of Franchise Services and Service Specifications that do not result in a Rate adjustment (Section 19E of the Agreement). This Amendment changes the scope of Franchise Services by reducing the Service Area, but it does not result in a Rate adjustment for that Service Area. FRANCHISEE rates after HOA.101368915.4 Page 2 of 12 Packet Pg. 66 10.b November 14, 2016 in the Annexed Area are not set by the original Agreement or this Amendment with the COUNTY. b. FRANCHISEE and City may agree on different rates in the Annexed Area under the franchise agreement between the City and FRANCHISEE. c. Board Letter. The Los Angeles County Board of Supervisors delegated authority to the Director of Public Works to approve and execute amendments to incorporate necessary changes within the Franchise Services, and to take all necessary and appropriate steps to carry out the Agreement (Section 3 of the letter dated April 8, 2008 and adopted May 13, 2008). (5) Adequate Consideration: COUNTY and FRANCHISEE find that entering into this Amendment comprises good and valuable consideration, including meeting the goals described above. NOW, THEREFORE, the COUNTY and the FRANCHISEE amend the Agreement as follows: Parties acknowledge that "Service Area" deletes all areas that the City annexed since the date of the Agreement. THIRD: Continued Agreement. The Agreement shall remain in full force and effect with respect to the newly defined "Service Area' . FOURTH: FIRST: Defined Terms. All words used in this Amendment have the meaning "' under Exhibit 21 - DEFINITIONS of the Agreement. with respect to the Annexed Areas: SECOND: "Service Area". The definition of "Service Area" is amended as follows: v E "Exhibit 3A / Attachment 1- Service Area and Collection Schedule" attached to v this Amendment replaces: E a "Exhibit 3A / Attachment 1 -Service Area and Street Sweeping Schedule" in the Agreement. E Parties acknowledge that "Service Area" deletes all areas that the City annexed since the date of the Agreement. THIRD: Continued Agreement. The Agreement shall remain in full force and effect with respect to the newly defined "Service Area' . FOURTH: Reserved Rights. The COUNTY reserves the following rights, remedies and benefits under the Agreement with respect to the Annexed Areas: 1. Section 2B Obligations Upon Expiration or Termination of AGREEMENT; 2. Section 8 OWNERSHIP OF SOLID WASTE; 3. Section 17 DEBARMENT BREACHES AND DEFAULTS; SUSPENSION 4. Section 18 ENFORCEMENT OF AGREEMENT. Examples of COUNTY's reserved rights include the COUNTY's power or authority to demand that FRANCHISEE pay indemnities, franchise fees or liquidated damages for any liabilities related to events occurring prior to the HOA.101368915.4 Page 3 of 12 Packet Pg. 67 10.b Effective Date of this Amendment; maintain records; and submit reports, and further include FRANCHISEE's correlative obligations and duties to do those acts. An example of COUNTY's reserved remedies include its assessment of liquidated or other damages, and enforcing breaches or defaults under the Agreement. Examples of COUNTY's reserved benefits, advantages and privileges include survival of FRANCHISEE's acknowledgements, representations and warranties. FIFTH: FRANCHISEE Acknowledgements. FRANCHISEE acknowledges as follows: 1. As of the Effective Date it will no longer be in privity with COUNTY regarding to the Annexed Areas. 2. COUNTY has discharged its obligations and duties to FRANCHISEE in the Annexed Areas. SIXTH: FRANCHISEE Representations. As of the Effective Date, FRANCHISEE represents to the COUNTY as follows: M FRANCHISEE is not in default under the Agreement with respect to the Annexed Areas. 2. FRANCHISEE has not filed any claims, actions, or complaints against the County in connection with the Annexed Areas SEVENTH: FRANCHISEE Warranties. FRANCHISEE warrants to the COUNTY as follows: 1. FRANCHISEE has the all requisite right, power, legal capacity and authority to enter into and carry out this Amendment. 2. FRANCHISEE will provide service to residents of the Annexed Area as agreed upon with the City. 3. FRANCHISEE will not raise any objection to either of the following with respect to the Annexed Areas: Enforcement of the Agreement based on COUNTY'S discharge of duty under the Agreement, or Any corresponding change in FRANCHISEE's duty, burden or risk under the Agreement. EIGHTH: Franchise Fees. 1. Service Area. FRANCHISEE shall continue to pay COUNTY franchise fees for the amended Service Area. HOA.101368915.4 Page 4 of 12 Packet Pg. 68 10.b 2. Prior Annexations. COUNTY acknowledges that FRANCHISEE paid COUNTY franchise fees under the Agreement [through October 31, 2015] for the areas annexed by the City between 2012 and 2014. 3. Current Annexation. FRANCHISEE shall pay COUNTY franchise fees under the through November 14, 2016 for the areas annexed by the City on November 15, 2016 (the West Creek/West Hills area). HOA.101368915.4 Page 5 of 12 Packet Pg. 69 IN WITNESS WHEREOF, by order of its Board of Supervisors, the COUNTY executed this Amendment. By authorization and direction of its Board of Directors, the FRANCHISEE executes this Amendment. APPROVED AS TO FORM: MARY C. WICKHAM County Counsel By Deputy By Franchise Services and Service Specifications - EXHIBIT 3A CKi1IP►1wKel0wily_101 [CIA 4:61 By Director of Public Works BURRTEC WASTE INDUSTRIES, INC. It's President Type or Print Name By It's Secretary Type or Print Name Its "Authorized under Section Agreement Representative" 20F of the Type of Print Name Richard Nino or David Jappert 10.b HOA.101368915.4 Page 6 of 12 Packet Pg. 70 ATTACHMENT & SERVICE ARD COLLECTION SCHEDULE (Section m) \ { a368915.4 me of Packet ez, VENTURa COUNTY N W E �j.�s MOSR AREA COLLECTION I n ada 'il NewxP �n""d' � "•4a! f _ a Supervisorial . � Oreo#>46�I+v District 5 1 ym�� - 1 fir. Jr�•• rev+ WHEANw"�_ a saM1r4 4� CLARIT4 F� par —LYONSAVE, a 4<( 9yt,l v�nP Detail A - Santa Clarita Valley Residential Franchise Trash Collection Schedule I 0 I 2MR, �•� 2 1II r:1 �IOIfA PJ..c] N�/dt (;�l C( lll!pUlfa SLP 2 DOJQULI C4 W DN RD / R 1/N.1(.L. I ( y�e RVEa�,.1 n_ utu_f 4 �2 _ W+ L FRI wev Detail B - Santa Clarity Valley TR4$R Residential Franchise AREA COLLECTION rveuc 2 Tucsd Trash Collection Schedule �pive R¢'. 11/ISR016 HOA.101368915.4 Page 8 of 12 Packet Pg. 72 M m v � rl p� P ?YO?p + Q ` eQ r.. JF �H —ef y II i 4 SOLEDAD CANYON my y NIA WP m°S CLARITA . y x 6� YAFq adyy 4 s+a.GO "Frt 5 n �p� I Qcr 1 677, WC— J�r,rnfl Dr Y Y. i _,uiOW i - H, I fill aJWI Ari nno,n d, �.. aPTG,i �q ,e r V Detail D - Santa Clarita Valley TRasR Residential Franchise AREA COLLECUON { �« Trash Collection Schedule 0 d AGk: mnm HOA.101368915.4 Page 9 of 12 Packet Pg. 73 rk .Supervisorial �+ District 5 rvac° No�, �%,QR Me c � nVp7 V1 I U N'kA .� 0 3AR11 VTl COLIN'IY �� �� t`2 CL Rl%:4 A Mi_ �nc op? W6 Y 'w 4nyn F° TR SM Detail C- Santa Clarita Valley ARRA COLLECTION Residential Franchise "da Trash Collection Schedule 3 Tues dvy I 0 1 2 mlo v� HOA.101368915.4 Page 10 of 12 Packet Pg. 74 M m v EXHIBIT "A" — Original Service Area _,w Page 11 Packet Pg. 75 EXHIBIT B —Annexed Areas Lh4l C14 West Creek Annexation MW BOUNDARY . Parks (Existing) O Schools (Existing) Parcel Outlines Santa Clara River City of Santa Glarus Boundary Wsst Creak Annexation Area (Proposed) N Parcel catcopmlgMlan. 2016 ACounty of on Andes. Al rights reserved The city of Santa cannot does not warrant 5O Fee rine aoari f trw data and aaaume, no liability for any errors or omissions. Q\pPOISIAASI]601t]el\ d\ Mary and t N,WL{pLL RANCH RD O 2 Q U HOA.101368915.4 V I Elementary y NVIO Nolle Y `{ .Junior y \ M9M1 Valencia High School m No in Pru� Page 12 of 12 Packet Pg. 76 CONTRACTOR EXECUTE 001874 Exclusive Franchise Agreement For The Area of Santa Clarita Valley BY AND BETWEEN THE COUNTY OF LOS ANGELES, DEPARTMENT OF PUBLIC WORKS AND BURRTEC WASTE INDUSTRIES, INC. CONTRACTOR EXECUTE 001874 EXCLUSIVE FRANCHISE AGREEMENT BETWEEN THE COUNTY OF LOS ANGELES AND BURRTEC WASTE INDUSTRIES, INC. FOR PROVISION OF REFUSE, RECYCLABLES, AND GREEN WASTE AUTOMATED CART SERVICES AT RESIDENTIAL PREMISES AND CERTAIN MULTIFAMILY AND COMMERCIAL PREMISES FOR THE SERVICE AREA OF SANTA CLARITA VALLEY NOVEMBER 1, 2008 TABLE OF CONTENTS RECITALS....................................................... 1 SECTION 1 GRANT OF RIGHT AND PRIVILEGE TO PROVIDE FRANCHISE SERVICES ............................................ 3 A. Grant of Franchise ................................. 3 B. Exclusions from Franchise ............................ 4 C. Definition of Rights ................................. 5 D. Franchise Fee. .................................... 5 SECTION 2 TERM ................................................ 5 A. Term ............................................ 5 B. Obligations Upon Expiration or Termination of Agreement... 5 C. Undepreciated Assets ............................... 7 SECTION 3 SCOPE OF SERVICES AND SPECIFICATIONS ............... 7 A. Prescribed Scope .................................. 7 B. County Notice ..................................... 7 C. Change in Scope of Services ......................... 7 D. Franchisee Documentation ........................... 7 SECTION 4 SERVICE STANDARDS ................................... 8 A. Public Health and Safety; Nuisances .................... 8 B. Streets and Alleys .................................. 9 C. Non -Collection Notice ............................... 9 D. Subscription Order. ...................... .......... 10 E. No Exceptions to Performance Obligations ............... 11 F. Nondiscrimination .................................. 11 G. Franchisee Waste Reduction Practices .................. 11 H. Customer Correspondence and Other Materials........... 12 I. Publicity and News Media Relations .................... 12 J. Responsiveness to County ........................... 13 K. No Commingling of Interjurisdictional Materials............ 13 L. Key Personnel ..................................... 13 SECTION 5 PRIVACY .............................................. 13 A. General .......................................... 13 B. Mailing Lists ....................................... 14 C. Privacy Rights Cumulative ............................ 14 SECTION 6 UNPERMITTED WASTE SCREENING AND REPORTING....... 14 A. Protocol .......................................... 14 B. Prohibition on Collection ............................. 14 C. Reports to Acting Director ............................ 14 D. Labels ........................................... 15 E. Safe Disposal Customer Education Program 15 SECTION 7 CUSTOMER SERVICE ................................... 15 A. Office ............................................ 15 B. Telephone Service .................................. 15 C. Bilingual .......................................... 15 D. Customer Complaints; Missed Collections. . ............. 15 SECTION 8 OWNERSHIP OF SOLID WASTE ........................... 16 SECTION 9 DIVERSION ............................................ 17 SECTION 10 RATES AND CUSTOMER BILLING .......................... 17 A. Rates ............................................ 17 B. Billing ............................................ 17 SECTION 11 FRANCHISEE RECORDS; AUDITS ......................... 17 A. Record Maintenance and Retention .................... 18 B. County Custody .................................... 18 C. Inspection and Audit ................................ 18 D. Copies ........................................... 19 SECTION 12 PROGRAM IMPLEMENTATION AND REPORTING REQUIREMENTS ........................................ 19 A. Programs ......................................... 19 B. Submission of Records .............................. 19 SECTION 13 REPORTS ............................................. 19 A. Types and Content ................................. 19 B. Format ........................................... 22 C. Reporting Adverse Information ........................ 22 D. Submission of Reports. . ............................. 23 E. County's Right to Request Information .................. 23 F. Reporting Requirements for Improper Solicitations......... 23 SECTION 14 INDEMNIFICATION AND INSURANCE ....................... 23 A. Indemnification and Release of County .................. 23 B. Insurance ......................................... 25 C. Compensation for County Costs ....................... 28 SECTION 15 PERFORMANCE ASSURANCE ............................ 28 SECTION 16 EMERGENCY SERVICE .................................. 29 A. County Right to Provide MSW Management Services...... 29 B. Disaster Assistance ................................. 33 SECTION 17 DEBARMENT BREACHES AND DEFAULTS; SUSPENSION; iii TERMINATION.......................................... A. Notice of Breach; Franchisee Cure ..................... B. Franchisee Default .................................. C. Notice of Franchisee Default .......................... D. Suspension or Termination of Agreement ................ E. Franchisee Responsibility and Debarment ............... 34 34 34 36 37 38 SECTION 18 ENFORCEMENT A. B. C. D. E. F. OF AGREEMENT ......................... As Provided by Law ................................. County's Additional Remedies ......................... Injunctive Relief .................................... Recovery of Damages ............................... County's Reimbursement Costs ....................... Waiver.... ...................................... 38 38 38 39 39 41 41 SECTION 19 TRANSFER OF FRANCHISE .............................. A. Director Consent ................................... B. Franchisee Demonstration ............................ C. Payment of County's Transfer Costs .................... D. County's Reimbursement Costs of Enforcement........... 41 41 41 41 42 SECTION 20 GENERAL PROVISIONS .................................. A. Exercise of Options ................................. B. Independent Status ................................. C. Damage to Property and Personal Injury ................. D. Venue ........................................... E. Amendments and Changes ........................... F. Notices ........................................... G. Authorized Representative of Director ................... H. Authority and Representations; County Disclaimer......... I. Limitation on Subscription Orders ...................... J. Criminal Activity .................................... K. Notice of Delay .................................... L. County's Quality Assurance Plan. . . .................... 42 42 42 42 43 43 43 44 44 45 45 46 46 SECTION 21 DEFINITIONS AND INTERPRETATION OF AGREEMENT....... 47 A. B. C. D. E. F. Definitions ........................................ Interpretation and Construction ........................ Integration ........................................ Governing Law ..................................... Severability ....................................... Interpretation. ..................................... 47 47 48 48 48 48 iii SECTION 22 COMPLIANCE WITH LAWS AND REGULATIONS .............. 49 A. Applicable Law ..................................... 49 B. County Child Support Compliance Program .............. 50 SECTION 23 LABOR -RELATED PROVISIONS REQUIRED IN COUNTY CONTRACTS ........................................... 50 A. Labor Code ....................................... 50 B. Consideration for GAIN/GROW Participants for Employment. 51 C. Notices to Employees ............................... 51 D. Prohibition Against use of Child Labor ................... 52 E. Nondiscrimination .................................. 52 F. Safety ............................................ 53 G. County Lobbyists ................................... 54 SECTION 24 EXECUTION OF AGREEMENT ............................. 54 A. Execution of Counterparts ............................ 54 B. Authority to Execute ................................. 54 EXHIBIT 3A FRANCHISEE SERVICES AND SERVICE SPECIFICATIONS.... 56 A. Provisions Cross -Referenced in the Body of the Agreement. 56 B. General Specifications ............................... 57 1. Collection Commencement Date/Hours of Collection. 57 2. Waste Diversion Program ................... 57 3. Containers ................................ 59 4. Vehicles .................................. 61 5. Subcontractors ............................. 61 6. Routing and Container Placement .............. 61 7. Collection Frequency ........................ 62 C. Refuse Collection, Transportation, and Disposal........... 62 D. Recyclables Collection, Transportation, Processing, and Diversion......................................... 63 E. Green Waste Collection, Transportation, Processing, and Diversion ......................................... 66 F. Special Services ................................... 66 1. Holiday Tree Collection ...................... 66 2. Bulky Items, Excess Solid Waste. E -Waste and CEDs Collection ....................... 67 3. Special Events Cleanup Services ............. 68 4. Vehicle Billboards ................ 68 G. Roll -Out Services ................................... 69 H. Senior Discount .................................... 69 I. Transition Roll -Out Plan .............................. 70 IV J. Franchisee Commitments Made in Its Proposal to County for Procurement of This Agreement ....................... 70 K. MSW Management Services to Residential Premises in Bins. 70 ATTACHMENT 1 to Exhibit 3A STREET SWEEPING SCHEDULE (Section B6) ....... 72 EXHIBIT 3D FRANCHISEE DOCUMENTATION .......................... 73 EXHIBIT 10 RATES ................................................ 76 ATTACHMENT 1 TO EXHIBIT 10: RATE ADJUSTMENT EXAMPLES .................... 80 ATTACHMENT 2 TO EXHIBIT 10: RATE SCHEDULE (Customer Service Charges) ......... 83 EXHIBIT 18D2 LIQUIDATED DAMAGES .................................. 84 EXHIBIT 20G AUTHORIZED REPRESENTATIVE OF COUNTY'S DIRECTOR OF PUBLIC WORKS. ....................................... 87 EXHIBIT 20H FRANCHISEE'S REPRESENTATIONS AND WARRANTIES...... 88 EXHIBIT 21 DEFINITIONS ........................................... 91 P:\aspub\CONTRACT\Jeanette\FRANCHISE AGREEMENTS\2007\Agmem nts\TOC_Agmem nt_SCV.doc v 001874 THIS AGREEMENT is made and entered into on 060bef 3Z) , 20085 by and between the County of Los Angeles, a political subdivision of the State of California (COUNTY), and Burrtec Waste Industries, Inc., a California Corporation (FRANCHISEE). RECITALS WHEREAS, Municipal Solid Waste (MSW) Management Services have been provided by private haulers pursuant to permit. Historically, in the approximately 2,700 square mile unincorporated territory of the COUNTY, with a population of approximately one million inhabitants, MSW Management Services have not been provided by the COUNTY itself but rather by private industry through competitive, free enterprise, and open -market, private operations, except in Garbage Disposal Districts where the Garbage Disposal Districts contract with private haulers. Residents and businesses have individually arranged for Solid Waste collection. Customer service charges have been negotiated between customers and haulers. The practice of private arrangements for MSW Management Services between a hauler and Customers will continue under this AGREEMENT, but in order to limit the wear and tear on COUNTY streets, reduce pollution from collection vehicle exhaust, increase customer service accountability, improve Assembly Bill (AB) 939 program implementation performance and reporting accuracy, and facilitate more efficient franchise agreement administration and enforcement by COUNTY staff, only FRANCHISEE will arrange with Customers for MSW Management Services, subject to the terms of this AGREEMENT. WHEREAS, the COUNTY is authorized to award franchises to private haulers. Article XI, § 7 of the California State Constitution authorizes the COUNTY to protect the public health and safety by exercising its authority over police and sanitary matters. Historically, the COUNTY Department of Health Services issued permits to haulers for the hauling of solid waste with requirements to protect public health and safety, including frequency of collection and collection vehicle maintenance. It will continue to do so, and FRANCHISEE will continue to obtain that permit and comply with all of its provisions. WHEREAS, California Public Resources Code § 40059 specifically authorizes the COUNTY to prescribe the terms and conditions of aspects of MSW Management Services, including frequency of collection; means of collection and transportation; level of services; charges and fees; and the nature, location, and extent of providing MSW Management Services; and whether the services are to be provided by means of nonexclusive, partially exclusive, or wholly exclusive franchise, contract, license, permit or otherwise. WHEREAS, the County Code authorizes the COUNTY'S Acting Director of Public Works to require franchises in any part of the unincorporated territory of the COUNTY not served by a Garbage Disposal District. Page 1 WHEREAS, the COUNTY must comply with AB 939. The State of California has found and declared that the amount of solid waste generated in California coupled with diminishing landfill space and potential adverse environmental impacts from landfilling have created an urgent need for State of California and local agencies to enact and implement an aggressive new integrated waste management program. Through enactment of AB 939, the State of California has directed agencies, such as the COUNTY, to divert 50 percent of all solid waste through source reduction, recycling, and composting activities. The California Integrated Waste Management Board has granted the COUNTY a time line to achieve compliance with the AB 939 diversion requirements. Compliance is based in part on executing and implementing this AGREEMENT in order to secure cooperation with FRANCHISEE'S AB 939 waste diversion programs, record keeping, and reporting. WHEREAS, the COUNTY'S Acting Director of Public Works has determined to require franchises for Franchise Services. In order to assist residents and businesses located in the Service Area to receive quality MSW Management Services and to provide the COUNTY with programs, records, and reports that will help the COUNTY comply with AB 939, the Acting Director of Public Works has determined to franchise MSW Management Services in portions of the COUNTY, under the terms of this AGREEMENT. The COUNTY gave the FRANCHISEE a 5 -year notice under California Public Resources Code § 49520 of the COUNTY'S intent to authorize, among other options, the exclusive franchising of MSW Management Services in portions of the COUNTY. WHEREAS, residents and businesses in the service area are not required to subscribe to Franchise Services. They may self -haul their refuse, and this AGREEMENT excludes the collection of self -hauled waste. Owners and occupants of residential premises may collect solid waste in their own containers, transport in their own vehicles and themselves dispose of solid waste generated at their premises. The obligation to FRANCHISEE'S customers under this AGREEMENT to pay Customer Service Charges under this Agreement does not arise because they own property, but because they generate refuse and do not exercise their right to self -haul. WHEREAS, the FRANCHISEE will perform Franchise Services in accordance with the laws governing the safe collection, transport, recycling and disposal of Residential and Commercial Solid Waste, such as AB 939, Recovered Conservation and Recovery Act (RCRA), and Comprehensive Environmental Response Compensation and Liability Act (CERCLA). The COUNTY will not exercise control over the disposal or other disposition of the Solid Waste handled by the FRANCHISEE, and the COUNTY will not designate or determine the use of any given solid waste facility. FRANCHISEE acknowledges that by entering into this AGREEMENT, the COUNTY does not assume any of FRANCHISEE'S obligation to or responsibility for providing Franchise Services, and the COUNTY does not become a "generator" or an "arranger" as those terms are used in the context of CERCLA § 107(a)(3). FRANCHISEE agrees that FRANCHISEE, an independent entity, and not the COUNTY, is arranging for Franchise Services provided under this AGREEMENT. Although minimum scope of Franchise Services, Service Specifications, and Service Standards are set forth in this Page 2 AGREEMENT, the COUNTY has not, and by this AGREEMENT does not, supervise Franchise Services or assume title to Solid Waste. WHEREAS, the COUNTY consulted with representatives of private haulers in developing this AGREEMENT. The COUNTY and representatives of the private hauling industry met many times to discuss the scope of Franchise Services, Service Specifications, Service Standards and other Performance Obligations and to address certain of the industry's questions, comments and concerns, and the COUNTY provided multiple drafts of this AGREEMENT to these representatives. WHEREAS, the FRANCHISEE has set its compensation (the Customer Service Charges) through competitive procurement. The COUNTY issued a Request for Proposals to provide services under this AGREEMENT, and private waste hauling companies submitted proposals, including their proposed schedule of rates and charges. The COUNTY selected FRANCHISEE based, inter alia, on FRANCHISEE'S price proposal. Under this AGREEMENT, the FRANCHISEE cannot charge more than the Customer Service Charges, which it bills and collects from its customers. WHEREAS, the FRANCHISEE is awarded this AGREEMENT. The Board of Supervisors determines and finds pursuant to California Public Resources Code § 40059, that the public health, safety, and welfare require that FRANCHISEE be awarded this AGREEMENT for Franchise Services pursuant to Chapter 20.70 of the County Code. NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS: SECTION 1 - GRANT OF RIGHT AND PRIVILEGE TO PROVIDE FRANCHISE SERVICES A. Grant of Franchise. COUNTY grants to FRANCHISEE the right and privilege described in this Section. COUNTY'S grant is conditioned on FRANCHISEE being at all times ready, willing, and able to fully and timely meet all of its Performance Obligations. FRANCHISEE accepts this Franchise subject to all of the terms and conditions in this AGREEMENT and the exclusions in subsection B. 1. Grant of Exclusive Franchise for Collection in Carts. COUNTY grants to FRANCHISEE the exclusive right and privilege together with the obligation to make and enter into independent arrangements with Customers for the provision of Franchise Services to Residential Premises, and any other rights and privileges provided in Exhibit 3A, subject to the exclusions in subsection B. 2. Grant of Nonexclusive Franchise. a. Recyc/ab/es. COUNTY grants to FRANCHISEE the nonexclusive right and privilege together with the obligation to arrange to provide Page 3 Franchise Services with respect to Recyclables discarded by Customers if prescribed in Exhibit 3A. Notwithstanding the foregoing, however, Customers may donate or sell any or all of their Recyclables to Persons other than FRANCHISEE. B. Exclusions from Franchise. 1. Customer Self -Haul. This Franchise excludes the right and privilege to Collect self -hauled Solid Waste. Owners and occupants of Residential Premises and other Persons performing services other than MSW Management Services (such as roofers and gardeners) at those Premises may collect in receptacles other than Containers provided by FRANCHISEE, transport in their own vehicles, and themselves dispose of some or all of the Solid Waste generated at those Premises. 2. COUNTY and Third -Party Agencies. This Franchise excludes the right and privilege to arrange to provide Franchise Services to Premises owned or controlled by any of the following entities: a. COUNTY or any other entity governed by the Board of Supervisors; b. The State of California; C. Any school district; d. Any entity that is excluded by law from the obligation to subscribe to Franchise Services under this AGREEMENT. This Franchise does not prohibit FRANCHISEE from executing separate agreements with those entities to provide MSW Management Services. 3. Collection of Solid Waste in Bins at Residential Premises. This Franchise excludes the right and privilege to provide Collection of Solid Waste in Carts for any Residential Customer requesting Bins instead of Carts, or any other exclusions provided in Exhibit 3A. That Customer may arrange with FRANCHISEE or another Person to provide MSW Management Services in Bins. 4. Collection of Solid Waste in Carts at Commercial Premises and Multifamily Premises. As provided in Section 1A2b, this Franchise excludes the exclusive right and privilege to provide Collection of Solid Waste in Carts at Commercial Premises and Multifamily Premises. 5. Rights Under California Public Resources Code S 49520. This Franchise excludes the right and privilege to arrange for provision of Franchise Services with any Person who is receiving solid waste handling services from a solid waste enterprise that has the statutory right to continue to provide solid waste handling services to that Person in accordance with California Public Resources Code § 49520 et seq. This Page 4 Franchise does not prohibit FRANCHISEE from executing separate agreements with those Persons to provide Franchise Services. C. Definition of Rights. FRANCHISEE acknowledges having received a timely notice from COUNTY under California Public Resources Code § 49520 before entering into this AGREEMENT, which notice precludes FRANCHISEE from asserting the right to continue to provide MSW Management Services in the Service Area without a franchise agreement as may be required by COUNTY, now or in the future. FRANCHISEE further acknowledges that the signing of this AGREEMENT does not confer on FRANCHISEE any rights under California Public Resources Code § 49520 and that FRANCHISEE does not have the right to make any claim under California Public Resources Code § 49520 but only under the terms of this AGREEMENT. Notwithstanding the foregoing, in accordance with California Public Resources Code § 49523, COUNTY and FRANCHISEE agree, based on the mutually satisfactory terms of providing Franchise Services set forth in this AGREEMENT and receipt of compensation therefor, that FRANCHISEE shall cease providing MSW Management Services in the Service Area on the Termination Date even if that Termination Date should occur before the expiration of the period described in California Public Resources Code § 49520. FRANCHISEE'S agreement and acknowledgments in this AGREEMENT do not foreclose COUNTY from reprocuring agreements for MSW Management Services, including from FRANCHISEE, after termination of this AGREEMENT, by exclusive, partially exclusive, or wholly exclusive franchise, contract, license, permit or otherwise, with or without competitive bidding. D. Franchise Fee. In consideration for this Franchise, FRANCHISEE shall pay COUNTY the Franchise Fee at the time and in the amount and manner established from time to time by COUNTY ordinance or resolution of the Board of Supervisors. FRANCHISEE shall not separately identify the Franchise Fee in correspondence with Customers, including in Subscription Orders, bills, or invoices. FRANCHISEE'S fees, charges, and other compensation from providing MSW Management Services to Residential Premises in Bins, as authorized but not required in Exhibit 3A, will not be included in the calculation of the Franchise Fee. SECTION 2 — TERM A. Term. This AGREEMENT commences on the date both parties have executed this AGREEMENT and expires on the Termination Date provided in Exhibit 3A. B. Obligations Upon Expiration or Termination of AGREEMENT. The following provisions will survive the expiration or termination of this AGREEMENT: 1. All acknowledgments, including those in the following Sections: Page 5 Section 1C with respect to inapplicability of cited California Public Resources Code provisions Section 3A with respect to COUNTY responsibility Section 11A with respect to COUNTY'S need for Record maintenance Section 12A with respect to AB 939 compliance • Section 21 F with respect to FRANCHISEE choice and initiative Section 23C3 with respect to child support Section 23A with respect to a legal day's work 2. All representations and warranties, including those made in accordance with the following Sections: Section 21 F with respect to review of this AGREEMENT Section 24B, Authority to Execute • Exhibit 20H, FRANCHISEE'S Representations and Warranties 3. All Indemnities 4. All obligations to pay any due and payable monetary amounts, or claims for those amounts, including: Any Franchise Fees • Payment of Transfer Deposits and Transfer Costs defined in Section 19C • Damages under Section 18D 5. All obligations to maintain and submit Records and Reports, including: The final Annual Report Information with respect to Solid Waste Facilities • Copies of certificates of insurance or other evidence of coverage and • Records of Disposal Notice of destruction of Records of Disposal Inspection and audit 6. Any other provisions of this AGREEMENT and rights and obligations of the Parties stated to survive the Termination Date, including this subsection B with respect to removal of Containers. If FRANCHISEE is not awarded an agreement to allow FRANCHISEE to continue to provide MSW Management Services substantially similar to Franchise Services in the Service Area after the expiration or termination of this AGREEMENT, FRANCHISEE shall cooperate fully with COUNTY and the succeeding franchisee, licensee, permittee or other provider of MSW Management Services to assure a smooth, efficient, orderly, timely, and effective transition and continued delivery of MSW Management Services to FRANCHISEE'S former Customers. FRANCHISEE shall not remove a Container from any Premises until the earlier of: (1) the date any replacement Containers Page 6 are provided to the Customer, or (2) two weeks after the Termination Date. FRANCHISEE'S OBLIGATIONS AND COUNTY'S RIGHTS IN THIS SUBSECTION B SURVIVE THE TERM. C. Undepreciated Assets. If any of FRANCHISEE'S assets remain undepreciated upon the expiration or earlier termination of this Franchise, FRANCHISEE has no right to recover amounts equal to the undepreciated asset value from COUNTY or Customers, and neither COUNTY nor Customers are obligated to compensate FRANCHISEE for any undepreciated asset value. SECTION 3 - SCOPE OF SERVICES AND SPECIFICATIONS A. Prescribed Scope. FRANCHISEE shall arrange to provide Franchise Services to Premises in the Service Area with any Person who requests them. Notwithstanding the foregoing, subject to meeting the minimum required scope of Franchise Services and Service Specifications and Service Standards, FRANCHISEE has the freedom and discretion to determine the means, manner, or method of providing Franchise Services. FRANCHISEE acknowledges that in entering into this AGREEMENT, COUNTY is not responsible for supervising FRANCHISEE or for performance of any Franchise Services. FRANCHISEE is solely responsible for choosing the Solid Waste Facilities. In addition, County is not the owner or titleholder of any material Collected, transported, Disposed of or otherwise handled by FRANCHISEE. B. County Notice. Upon Notice of request by the Acting Director, FRANCHISEE shall use its best efforts to promptly provide Franchise Services to any Premises, as the Acting Director deems necessary to protect public health or safety. C. Change in Scope of Services. COUNTY may change the scope of Franchise Services and Services Standards, subject to any Rate adjustment agreed to with FRANCHISEE in accordance with Section 10A. D. Franchisee Documentation. 1. FRANCHISEE'S Compliance with Franchisee Documentation. FRANCHISEE shall provide Franchise Services in compliance with the Franchisee Documentation attached as Exhibit 3D. 2. Changes in Franchisee Documentation. a. Notice to COUNTY. FRANCHISEE shall give the Acting Director prompt Notice of any changes in Franchisee Documentation listed in Section A of Exhibit 3D Franchisee Documentation, after the Execution Date. The Acting Director's receipt of those changes will be evidenced by the following acknowledgment appended to the changed Franchisee Documentation: Page 7 "Acknowledgment: FRANCHISEE has submitted the attached Franchisee Documentation listed below as of the following date: Date: �0-30-0� F Acting Director: b. COUNTY Consent. FRANCHISEE shall submit to the Acting Director for review and consent any changes occurring in Franchisee Documentation listed in Section B of Exhibit 3D Franchisee Documentation, after the Execution Date. The Acting Director's approval will be evidenced by the following acknowledgment appended to the changed Franchisee Documentation: "Acknowledgment: I have reviewed and approved the attached Franchisee Documentation submitted by FRANCHISEE as of the following date: Date: A0 -30-0 P"Acting Director: SECTION 4 - SERVICE STANDARDS A. Public Health and Safety; Nuisances 1. Litter. FRANCHISEE shall clean up all litter caused by FRANCHISEE. When Collecting any Bulky Item, FRANCHISEE shall also clean up all litter within a 10 -foot radius of the site from which FRANCHISEE Collected the Bulky Item. FRANCHISEE shall ensure that each Vehicle is properly staffed and equipped at all times for this purpose. 2. Spllls. FRANCHISEE shall enclose or cover Solid Waste that it transports in Vehicles, debris boxes, hoppers, compactors, or any other containers. FRANCHISEE shall prevent Solid Waste from escaping, dropping, spilling, leaking, blowing, sifting, falling, or scattering from Vehicles ("Spills") during Collection and transportation. FRANCHISEE shall not transfer loads from one Vehicle to another Vehicle unless necessitated by mechanical failure or accidental damage to a Vehicle. FRANCHISEE shall immediately clean up any Solid Waste that it Spills onto any alley, street, or public place. 3. Leaking. FRANCHISEE shall prevent oil, hydraulic fluid, paint, or other liquid from leaking from its Vehicles. FRANCHISEE shall ensure that each Vehicle carries petroleum absorbent agents, and other appropriate cleaning agents and if any liquid leaks from a Vehicle, FRANCHISEE shall immediately cover, treat, or remove the liquid materials from the ground, as necessary, and apply the necessary cleaning agent to minimize the adverse impact of the liquid materials. 4. Noise. FRANCHISEE shall conduct Collection as quietly as possible, in compliance with noise levels prescribed by Applicable Law, including County Code § 12.08.520 - Refuse Collection Vehicles. FRANCHISEE shall perform Franchise Services so as to cause the least possible obstruction and inconvenience to public traffic or disruption to the peace and quiet of the area within which it performs Franchise Services. 5. Emergency Telephone Number. FRANCHISEE shall maintain a local emergency telephone number disclosed to the Acting Director for use by the Acting Director outside Franchisee Office Hours. FRANCHISEE shall make a representative available at the emergency number outside Franchisee Office Hours who will return any emergency call as soon as possible, and in any event within one hour. B. Streets and Alleys. FRANCHISEE shall use its best efforts to prevent damaging alleys, streets, and parking lots over which its Vehicles operate. FRANCHISEE shall obtain all approvals required to operate Vehicles on private alleys, streets, and parking lots. Subject to COUNTY review and approval and to Section 20C, FRANCHISEE may require Customers to sign a Subscription Order containing a waiver of liability and/or an indemnification in connection with subscribing for Franchise Services on private driveways or pavement. C. Non -Collection Notice. FRANCHISEE is not obligated to Collect in any of the following events: 1. FRANCHISEE observes the presence of Unpermitted Waste at the Set - Out Site other than any Unpermitted Waste that Franchisee Collects as Bulky Items, E -waste or CEDs; 2. FRANCHISEE observes an unsafe condition at the Set -Out Site; 3. Solid Waste is not placed in a Container, except for uncontainerized materials set out as part of any on-call Collection of Bulky Items, E -waste and CEDs and annual cleanup campaigns, and uncontainerized Green Waste prescribed as part of Franchise Services; 4. Containers, Bulky Items, E -waste or CEDs are not placed at the Set -Out Site; 5. A Container exceeds any weight limitations described in Subscription Orders; 6. The Customer has not timely paid FRANCHISEE'S invoice for Franchise Services; 7. The Premises are not safely accessible to Vehicles; Page 9 8. FRANCHISEE observes the presence of Refuse or Green Waste in a Recyclables Container or Refuse or Recyclables in a Green Waste Container or any other material in Containers specified in Exhibit 3A; 9. FRANCHISEE observes any other event provided in Exhibit 3A. If FRANCHISEE determines not to provide Collection as provided above, FRANCHISEE shall complete and leave a Non -Collection notice, substantially in the form included in Franchisee Documentation, securely attached to a Container, describing the reason the Customer's Solid Waste was not Collected, how the Customer can correct the problem, and how the Customer may contact FRANCHISEE. FRANCHISEE shall Collect the Customer's Solid Waste without surcharge to the Customer no later than 6 p.m. on the day it left the Non - Collection notice, if the Customer notifies Franchise by 3 p.m. that day that the Customer has corrected the condition justifying non -collection. D, Subscription Order. Before commencing Franchise Services for an individual Customer, FRANCHISEE shall provide a Subscription Order to that Customer, substantially in the form included in Franchisee Documentation, which must include at a minimum, all of the following items: 1. The scope of Franchise Services, including size and number of Containers, subscription date, and Set -Out Site; 2. Customer Service Charges, which may be in the form of a general fee schedule, clearly marked to indicate the fees that are specifically applicable to the Customer but which may not separately indicate Rates attributable to Solid Waste materials type, such as Refuse, Green Waste, Recyclables or manure; 3. FRANCHISEE'S billing procedures, including payment due and delinquency dates, FRANCHISEE'S right to terminate Franchise Services for delinquent payments, and, in accordance with Section 10B, the Customer's refund rights after termination of Franchise Services; 4. Holiday schedules; 5. Delivery, pick up, exchange and replacement of Containers; 6. Any weight limitations of Containers; 7. Customers' privacy rights in accordance with Section 5; 8. Nondiscrimination information in accordance with subsection F; 9. Term of the Subscription Order and the Customer's termination rights in accordance with Section 201; Page 10 10. Franchisee Office Hours and toll-free Customer service telephone number; 11. Notice that the Customer's subscription is subject to FRANCHISEE'S execution of this AGREEMENT and will be terminated if this AGREEMENT is terminated; 12. The Customer's right to donate or sell any or all of their Recyclables to Persons other than FRANCHISEE as set forth in Section 1A2a above; 13. The Customer's right to self -haul as set forth in Section 1 B1 above; 14. The Customer's rights in the event of property damage or personal injury as described in Section 20C; 15. COUNTY'S telephone number, which the Customer may call after contacting FRANCHISEE if the Customer's service complaint is not satisfactorily resolved; and 16. Any other information requested by the Acting Director. FRANCHISEE shall annually distribute to Customers a summary approved by COUNTY of the Customer's Subscription Order containing the general information described in items 1 through 15, and describing where a Customer can contact FRANCHISEE to obtain a copy of that Customer's Subscription Order. FRANCHISEE may distribute that summary together with other correspondence from FRANCHISEE to all Customers, such as Customer outreach and educational materials. The Acting Director may change the form and content of Subscription Order from time to time after Notice to FRANCHISEE. FRANCHISEE may change the form of Subscription Order only with the Acting Director's prior written consent in accordance with Section 3D. E. Exceptions to Performance Obligations. No exceptions to Performance Obligations described in the text of this AGREEMENT are permitted unless they are specifically identified in Section A2 of EXHIBIT 3A. F. Nondiscrimination. FRANCHISEE shall comply with Subchapter VII of the Civil Rights Act of 1964, 42 U.S.C. §§ 2000e -2000e(17), to the end that no Customer or any other Person will, on the grounds of race, creed, color, sex, gender, national origin, ancestry, religion, age, physical or mental disability, marital status, or political affiliation, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under this Contract or under any project, program, or activity supported by this Contract. G. FRANCHISEE Waste Reduction Practices. Consistent with the Board of Supervisors' policy to reduce the amount of Solid Waste that is disposed of at Page 11 landfills within the COUNTY, FRANCHISEE shall implement waste reduction practices and procurement policies, including use of recycled -content paper, to the maximum extent possible in providing Franchise Services and maintaining Records. All recycled -content paper that is distributed to Customers must be labeled to indicate recycled content. H. Customer Correspondence and Other Materials. FRANCHISEE shall submit to the Acting Director for approval at least five County Business Days before printing, distributing, or mailing forms of written materials sent or given to Customers (other than with respect to a particular Customer's Subscription Order or Franchise Services complaints). Publicity and News Media Relations. 1. Publici . Unless otherwise required by subsection H or subsection 1.2, FRANCHISEE and its Affiliates, employees, consultants, agents, or subcontractors may, without COUNTY consent, publicize its Franchise Services or indicate in its proposals and sales materials that it has been awarded this AGREEMENT to provide Franchise Services, if FRANCHISEE develops that publicity, proposals, or sales materials in a professional manner. Neither FRANCHISEE nor any of its Affiliates, employees, consultants, agents, or subcontractors may publish or disseminate commercial advertisements, news or press releases, opinions or feature articles using the name of COUNTY without the prior written consent of COUNTY'S Chief Administrative Officer and County Counsel. COUNTY shall not unreasonably withhold written consent. COUNTY consent will be deemed given if COUNTY does not submit to FRANCHISEE any adverse comments within two weeks after FRANCHISEE submitted the publicity material to COUNTY. 2. News Media Relations; Trade Journal Articles. FRANCHISEE shall notify COUNTY by telephone followed by facsimile or e-mail, if possible, of all requests for news media interviews related to the Franchise Services (and not other communities) within 24 hours of FRANCHISEE'S receipt of the request. Before responding to requests involving issues other than those relating to descriptions of Collection programs and scope of Franchise Services, FRANCHISEE shall discuss FRANCHISEE'S proposed response with COUNTY. FRANCHISEE shall submit copies of FRANCHISEE'S draft news releases or proposed trade journal articles related to Franchise Services to County for prior review and approval at least five County Business Days in advance of release. Page 12 FRANCHISEE shall provide to County, within five days after publication, copies of articles related to Franchise Services resulting from media interviews or news releases. J. Responsiveness to County. FRANCHISEE shall return telephone calls from COUNTY to the individual who made that call during County Office Hours no later than the next County Business Day. FRANCHISEE shall meet with COUNTY during County Office Hours within one week of COUNTY'S oral or written request at COUNTY offices or other location directed by COUNTY. FRANCHISEE shall respond to all e-mails from COUNTY within two County Business Days of receipt and shall respond to other written correspondence from COUNTY within one week of receipt thereof. K. No Commingling of Interjurisdictional Materials. FRANCHISEE may not commingle, in its Vehicles or otherwise, any Solid Waste that it Collects with any other materials that it collects in cities, without the express prior written consent of the Acting Director, who may require documentation such as records of customers, including container capacities, in cities and in the Service Area, respectively. FRANCHISEE shall maintain Records with respect to Solid Waste separately from weight and records with respect to those other materials. L. Key Personnel. FRANCHISEE acknowledges that it identified certain personnel and described their professional experience and qualifications in the proposal it submitted to the COUNTY in connection with the procurement of this AGREEMENT, and that COUNTY awarded this AGREEMENT to FRANCHISEE based in part on those individuals' experience and qualifications. FRANCHISEE shall identify those personnel ("Key Personnel") in Franchisee Documentation. FRANCHISEE shall provide COUNTY at least 30 days' Notice of changes in Key Personnel, including the professional experience and qualifications of the individual FRANCHISEE proposes to serve in place of a departing Key Personnel, unless a Key Personnel gives FRANCHISEE less than 30 days' notice of resignation, in which case FRANCHISEE shall provide COUNTY prompt Notice. During that 30 -day period, COUNTY may request FRANCHISEE to propose an alternative individual to serve in the position of the departing Key Personnel. SECTION 5 - PRIVACY A. General. FRANCHISEE shall strictly observe and protect the trade secrets and rights of privacy of Customers. FRANCHISEE shall not reveal to a Person other than COUNTY any information identifying individual Customers or the composition or contents of a Customer's Solid Waste to any Person unless under Section 11 or upon the authority of law or upon valid authorization of the Customer. This provision may not be construed to excuse FRANCHISEE from its obligations to assist COUNTY in the preparation of Solid Waste characterization studies or waste stream analyses, keeping Records, making Reports, or assisting COUNTY on meeting any of the requirements of AB 939. Page 13 B. Mailing Lists. FRANCHISEE shall not market or distribute mailing lists with the names and addresses of Customers. C. Privacy Rights Cumulative. FRANCHISEE'S obligations in this Section are in addition to any other privacy rights accorded Customers under Applicable Law. SECTION 6 - UNPERMITTED WASTE SCREENING AND REPORTING A. Protocol. FRANCHISEE shall develop and implement the Unpermitted Waste Screening Protocol included in Franchisee Documentation, in compliance with Applicable Law and including, at a minimum, the following provisions: 1. Ongoing employee training in identification, safety and notification procedures, including leaving Non -Collection notices, when safe; 2. Means of driver inspection, such as visual inspection during tipping of Containers into Vehicles; 3. Immediate driver response, such as load segregation; 4. Driver notification, such as calling FRANCHISEE'S dispatcher or field supervisor; 5. Notification of appropriate local agency or department; 6. Appropriate action, such as segregation and containerization for manifesting and transport for disposal in accordance with Applicable Law or securing services of permitted handling and transport company; 7. Compliance with Applicable Law, including regulations of the federal Department of Transportation (DOT) (Title 49 CFR) and of the United States Environmental Protection Agency (Title 40 CFR); and 8. Form and content of labels described in subsection D. B. Prohibition on Collection. FRANCHISEE is prohibited, unless licensed in accordance with Applicable Law, from Collecting any Unpermitted Waste observed by FRANCHISEE other than in connection with providing Collection of Bulky Items. FRANCHISEE shall notify all Persons required by Applicable Law of Unpermitted Waste that FRANCHISEE finds or observes in Solid Waste. C. Reports to Acting Director. If FRANCHISEE observes that any substance it reasonably believes or suspects to contain Unpermitted Waste has been disposed of or released on any COUNTY or any other public property, including storm drains, streets, or other public rights of way, FRANCHISEE shall use Reasonable Business Efforts to report its observation to the Acting Director in addition to notifying Persons as required by Applicable Law. Page 14 D. Labels. FRANCHISEE shall conspicuously label Containers with stickers, embossing, or other secure means, prohibiting Customers from discarding Unpermitted Waste and including illustrative examples. E. Safe Disposal Customer Education Program. As part of its Unpermitted Waste Screening Protocol, FRANCHISEE shall develop and implement a Customer educational program to maximize exclusion of Unpermitted Waste from Disposal and promote safe handling of Unpermitted Waste. FRANCHISEE shall include a copy of its program in Franchisee Documentation. At least once each calendar year, FRANCHISEE shall distribute flyers, pamphlets, brochures, or other written information describing the safe disposal Customer education program. FRANCHISEE shall submit the materials to COUNTY at least one month before mailing them, and COUNTY may comment on them. FRANCHISEE may combine this distribution with its Customer outreach for the Waste Diversion Program as provided in Section 132b of Exhibit 3A. SECTION 7 - CUSTOMER SERVICE A. Office. FRANCHISEE shall maintain an Office and Vehicle maintenance yard at the address provided in Franchisee Documentation, which FRANCHISEE may change following COUNTY consent in accordance with Section 3D2b. B. Telephone Service. FRANCHISEE shall maintain a toll-free telephone number. FRANCHISEE shall list the telephone number under FRANCHISEE'S name in at least two telephone directories (white pages and yellow pages) available in the Service Area, including English and Spanish or other language as required by the Acting Director. FRANCHISEE'S choice of directories must be approved by the Acting Director before printing. FRANCHISEE shall be available during Franchisee Office Hours at that number to receive calls (including from the Acting Director, Customers, and the public) with respect to its Performance Obligations or Franchise Services (including Subscription Orders, Franchise Services payments, and complaints). FRANCHISEE shall provide an answering machine or answering service at that number to take reports of missed pick-ups and other complaints that are received outside of Franchisee Office Hours and otherwise provide Customer services in accordance with County Code § 20.72.160 and any additional provisions in Exhibit 3A. C. Bilingual. FRANCHISEE shall respond to Customers in English and Spanish and/or any alternative or additional language prescribed in Exhibit 3A, as requested by a Customer. D. Customer Complaints; Missed Collections. 1. Resolution of Complaints. The protection of public health, safety, and well-being require that Customer complaints be acted on promptly and that a record be maintained in order to permit COUNTY and FRANCHISEE to identify potential public health and safety problems. Page 15 Accordingly, FRANCHISEE'S Subscription Order shall direct Customers to make all complaints to FRANCHISEE at the telephone number identified in subsection B. FRANCHISEE shall address all Customer complaints by the end of the next Service Day following Customer contact. If the Acting Director or a Customer notifies FRANCHISEE that FRANCHISEE has missed Collecting from any Container that it should have Collected, Franchisee shall Collect from that Container: a. No later than 6 p.m. on the day it receives the complaint, if it receives the complaint by 3 p.m.; or b. On the next day, if it receives the complaint after 3 p.m. Franchisee shall promptly resolve all other complaints. 2. Complaint Loas. FRANCHISEE shall enter, log and maintain Records of all complaints and their resolution in computerized format and in accordance with County Code § 20.72.160. At COUNTY'S request, FRANCHISEE shall immediately e-mail the following to COUNTY during County Office Hours: (1) those Records and (2) the complaining Customer's Customer Service Charge and Subscription Order. FRANCHISEE shall include a copy or summary of this log for the applicable month in its Monthly Report. 3, County's Reimbursement Costs. If COUNTY employees or agents spend either: (1) more than two hours in the aggregate resolving complaints from any single Customer that the Customer states have previously been filed with FRANCHISEE, or (2) more than one hour in any work week (Monday through Friday) resolving complaints from different Customers; then FRANCHISEE shall reimburse COUNTY its County's Reimbursement Costs incurred to resolve the complaint, as evidenced by an invoice indicating the name and address of the Customer, nature of complaint, amount of time spent, and hourly fees for employees involved and materials or other disbursements, including phone and postage costs. SECTION 8 - OWNERSHIP OF SOLID WASTE This AGREEMENT does not purport to grant FRANCHISEE ownership over Solid Waste. The right to possession or ownership of Solid Waste placed at the Set -Out Site for Collection, including Green Waste and Recyclables, will be determined in accordance with Applicable Law and not as a result of this AGREEMENT. COUNTY acknowledges that it has no ownership rights in Solid Waste and that FRANCHISEE may provide for transfer of ownership in the Subscription Order. Page 16 SECTION 9 - DIVERSION FRANCHISEE agrees to use Reasonable Business Efforts to Divert all Recyclables, Green Waste (including holiday trees), Bulky Items, E -waste, and CEDs that it Collects, including implementing its Waste Diversion Program. SECTION 10 - RATES AND CUSTOMER BILLING A. Rates. FRANCHISEE shall charge Customers no more than the Customer Service Charges provided in Attachment 2 (Rate Schedule) of Exhibit 10, and FRANCHISEE shall charge the same, uniform rates to all Customers receiving the same services listed in Attachment 2 of Exhibit 10. B. Billing. FRANCHISEE shall include in its form of Customer invoice the following information: Set -out times and places for Containers as required by the County Code and other County Code requirements as may be requested by County; and 2. Franchisee's telephone number and address for Customer complaints and questions. At COUNTY'S request, FRANCHISEE shall promptly submit its form of Customer invoice to COUNTY. FRANCHISEE shall itemize costs in accordance with service options itemized on the Rate Schedule. FRANCHISEE shall not separately segregate, separate, or designate that portion of a Customer's bill attributable to the Franchise Fee or identify it to Customers. FRANCHISEE may bill Customers monthly, bimonthly, or quarterly as the Customer and FRANCHISEE may agree. At COUNTY'S request, FRANCHISEE shall use Reasonable Business Efforts to enclose with Customer bills all inserts promoting recycling and waste reduction prepared and provided by COUNTY. FRANCHISEE shall refund any overcharges to a Customer (including advance payments for Franchise Services that are subsequently canceled) within 30 days after collection thereof. FRANCHISEE shall pay the Customer interest on overcharges (other than advance payments for subsequently canceled services) with interest thereon at 10 percent per annum from the date originally overcharged until the date refunded. SECTION 11 - FRANCHISEE RECORDS; AUDITS FRANCHISEE'S OBLIGATIONS AND COUNTY'S RIGHTS IN THIS SECTION SURVIVE THE TERM. Page 17 A. Record Maintenance and Retention. 1. All Records. FRANCHISEE shall prepare and maintain all Records during the Term and for an additional period of not less than three years after the Termination Date or any longer period required by Applicable Law. 2. Disposal Records. FRANCHISEE acknowledges: a. That COUNTY may need to respond to claims under CERCLA or similar claims with respect to Disposal of Solid Waste; and b. COUNTY'S need to determine the quantity of FRANCHISEE'S Disposal of Solid Waste. Therefore, FRANCHISEE shall establish and maintain a protocol for the retention and preservation of those Records, for a period of five years after the Termination Date or any longer period required by Applicable Law, which protocol will document where FRANCHISEE Disposed of Solid Waste that it Collected (whether landfilled, incinerated, composted, otherwise processed or marketed). 3. Notification. FRANCHISEE shall give Notice to the Acting Director at least 30 days before destroying Records of Disposal at any time after the retention period referred to in subsection A2. B. County Custody. If the Acting Director has reason to believe that Records may be lost, discarded, or destroyed for any reason, the Acting Director may require that FRANCHISEE give COUNTY custody of any or all Records in which event access to those Records is granted to any Person duly authorized by FRANCHISEE. C. Inspection and Audit. Upon five Service Days' advance notice by telephone or writing, or a lesser amount of time in the event of extraordinary circumstances, COUNTY and its auditors may inspect, audit (including using outside auditors), and copy all Records at FRANCHISEE'S Office during Franchisee Office Hours. FRANCHISEE may maintain Records outside of the COUNTY if it promptly provides copies thereof to COUNTY at COUNTY'S offices. COUNTY will bear the expense of the audit and of obtaining a copy of Records; however, within 30 days of COUNTY Notice, FRANCHISEE shall reimburse COUNTY for County's Reimbursement Cost of the expenses if the audit reveals a discrepancy of the lesser of 3 percent or $2,500 between: 1. The amount contained in the Records (e.g., the amount of Solid Waste Collected or Diverted or the amount of Gross Receipts received), and Page 18 2. Any representation or Report that FRANCHISEE made to COUNTY; Franchise Fee or other money paid to COUNTY; or information that FRANCHISEE submitted to COUNTY. The Acting Director may give Notice to FRANCHISEE identifying any shortfall, and if FRANCHISEE does not pay that shortfall within 30 days, including fees and charges for the late payment of Franchise Fees, that failure to pay will constitute a Franchisee Default in accordance with Section 17. D. Copies. Franchise shall provide copies of Customers' names, addresses, and Franchise Services subscription levels to COUNTY upon request. SECTION 12 - PROGRAM IMPLEMENTATION AND REPORTING REQUIREMENTS A. Programs. FRANCHISEE acknowledges that one of COUNTY'S primary reasons for entering into this AGREEMENT with FRANCHISEE is to assist COUNTY in complying with AB 939. FRANCHISEE shall implement its Waste Diversion Program. FRANCHISEE shall use its best efforts to implement measures intended to achieve COUNTY'S source reduction, recycling and waste stream diversion goals for Solid Waste it Collects. FRANCHISEE shall further use its best efforts to cooperate with COUNTY in conducting Solid Waste characterization studies and waste stream audits. B. Submission of Records. FRANCHISEE shall submit to the Acting Director, without charge to COUNTY or surcharge to Customers, any Records relating to Diversion requested by COUNTY to assist COUNTY in meeting obligations imposed by AB 939. FRANCHISEE shall submit those Records in a format compatible with COUNTY'S computers (such as by e-mail or on computer discs or hard copy) as requested by the Acting Director. SECTION 13 - REPORTS A. Types and Content. 1. Monthly. Within 45 days after the end of each calendar month, FRANCHISEE shall submit the Monthly Report for that calendar month to COUNTY in a form satisfactory to COUNTY, including the following information: a. The total number of Commercial Premises, Multifamily Premises, and Residential Premises, respectively, at which FRANCHISEE provided for regularly scheduled Collection of Refuse or other measurement requested by COUNTY concerning these items; b. The respective total quantities of: Page 19 Refuse (in Tons), Recyclables (in Tons), and any Green Waste (in Tons or, if not weighed at the Solid Waste Facility where it is delivered, in cubic yards) Collected by FRANCHISEE, Materials recovered from those Recyclables and residual Refuse remaining after processing of Recyclables, The final destination of that Refuse, and Where FRANCHISEE delivered those Recyclables; C. The estimated number of holiday trees, bushes, and biomass Collected by Franchisee and their final destination; d. Using Reasonable Business Efforts, the estimated number and Tons of Bulky Items, E -waste and CEDs Collected by FRANCHISEE (such as major appliances/white goods and metallic discards, used tires and other Solid Waste recovered by FRANCHISEE during any annual cleanup campaigns), and final destination thereof; e. The Collection route maps and schedule with a complete map of the Service Area if any map or schedule has changed during the prior month; and f. Any other information compiled from Records or formatting of that information requested by the Acting Director. 2. Quarterly Reports. Within 45 days after the last day of each March, June, September, and December FRANCHISEE shall submit the Quarterly Report for the preceding three calendar months ending with that month to COUNTY in a form satisfactory to COUNTY, including the following information: a. A narrative description of efforts made to deter and prevent unauthorized removal or scavenging of Recyclables; b. The number of Tons of any type of Recyclables rejected for sale after Processing together with the reason for rejection and place at which the rejected materials were Disposed; C. A report of Waste Diversion Program promotional activities, including materials distributed by FRANCHISEE to its Customers; d. The total number of Commercial Premises, Multifamily Premises, and Residential Premises, respectively, at which Customers set out Recyclables and Green Waste Containers, respectively, together Page 20 with Tonnage of Recyclables and Green Waste or other measurement of participation requested by COUNTY concerning these items; and e. The Collection route maps and schedule with a complete map of the Service Area. A summary of the number of Non -Collection notices issued and the reasons for issuance. 3. Annual Report. On or before each February 28, FRANCHISEE shall submit the Annual Report to COUNTY in a form satisfactory to COUNTY, for the preceding calendar year, including the following information: a. General information about FRANCHISEE, including a list of its respective officers, principals, major shareholders, general and limited partners, limited liability company members, and member of its boards of directors or governing board as the case may be; b. A copy of the most recent annual public financial reports and other periodic public financial reports of FRANCHISEE and, at the Acting Director's request, each of its Affiliates and other entities, if any, performing Franchise Services or providing Goods or Services; provided however, that if FRANCHISEE did not submit its own financial reports before the Execution Date of this AGREEMENT, it must provide a guaranty in the form provided by the Acting Director, by a guarantor satisfactory to the Acting Director, which guarantor must provide its own audited financial reports; C. A report of FRANCHISEE'S compliance with its Performance Obligations with respect to Waste Diversion Program implementation during the preceding calendar year; An updated inventory of Service Assets in accordance with Section 16A3; e. A copy of the telephone directories described in Section 713; f. A description of contamination audits of Recyclables Containers in accordance with Service Specifications; and g. An updated list naming all Subcontractors, the amount of Goods or Services that each Subcontractor provides to FRANCHISEE, and a description of FRANCHISEE'S relationships to each Subcontractor (including ownership interests) in accordance with Exhibit 3A. Page 21 4. Reports of Violators. If FRANCHISEE discovers that any Person is providing MSW Management Services in the Service Area that are not authorized by COUNTY or are in Violation of Applicable Law, then FRANCHISEE shall use Reasonable Business Efforts to promptly provide COUNTY with a written report containing at least the following: a. The identity and address of the Person ("Violator"), if known; b. The facts and documentation supporting FRANCHISEE'S report; and C. Any other information or documentation in connection with the Violator and FRANCHISEE'S report that COUNTY may reasonably request. COUNTY acknowledges that FRANCHISEE may seek legal or injunctive relief against the Violator in accordance with Applicable Law to cease providing those MSW Management Services. Notwithstanding the foregoing, COUNTY is not liable to FRANCHISEE, and FRANCHISEE hereby releases COUNTY in connection with any act of a Violator. B. Format. FRANCHISEE shall submit Reports in a format compatible with COUNTY'S computers (such as by e-mail or on computer discs or printed copy) as determined by the Acting Director. C. Reporting Adverse Information. FRANCHISEE shall provide the Acting Director copies of all reports, pleadings, applications, notifications, notices of violation, communications or other material directly relating to its Performance Obligations submitted by FRANCHISEE to, or received by FRANCHISEE from, any of the following: 1. The United States or California Environmental Protection Agency; 2. The California Integrated Waste Management Board; 3. The Securities and Exchange Commission; 4. Any other Regulatory Agency; 5. Any federal, state, or county court. Franchisee shall submit copies to the Acting Director simultaneously with FRANCHISEE'S submission of those materials to those entities. At COUNTY'S request, FRANCHISEE shall promptly make available to COUNTY any other correspondence between FRANCHISEE and those entities. Page 22 D. Submission of Reports. FRANCHISEE shall submit Reports to the Acting Director at COUNTY'S address provided for Notices. E. County's Right to Request Information. At the Acting Director's request, FRANCHISEE shall promptly provide to County additional information reasonably and directly pertaining to this AGREEMENT (including substantiation of information submitted in Reports). F. Reporting Requirements for Improper Solicitations. FRANCHISEE shall immediately report any attempt by a COUNTY officer or employee to solicit improper consideration. FRANCHISEE shall make the report either to COUNTY manager charged with the supervision of the employee or to the COUNTY Fraud Hotline at (800) 554-6861 or www.lacountvfraud.org. Among other items, improper consideration may take the form of cash; discounts; service; or the provision of travel, entertainment, or tangible gifts. SECTION 14 - INDEMNIFICATION AND INSURANCE A. Indemnification and Release of County. FRANCHISEE shall release, indemnify, defend, and hold harmless COUNTY and County's Related Parties from and against any and all Liabilities arising from, connected with, or relating to all of the following: 1. Operations. FRANCHISEE'S and Franchisee's Related Parties' operations or any of their respective services on or after the date of this AGREEMENT, including the Franchise Services and Liabilities further detailed in the following Indemnifications contained in subsections A2 through 5, but excluding any Liabilities arising from the following: a. The sole active negligence of COUNTY, or b. RCRA, CERCLA (specifically 42 U.S.C. § 9607(3)), or California Health and Safety Code § 25364. 2. Cal/OSHA. Without limiting the operations Indemnity in subsection A1, employer sanctions and any other Liabilities that may be assessed against FRANCHISEE or COUNTY or both in connection with any alleged act or omission of FRANCHISEE or any of Franchisee's Related Parties that is in violation of any Cal/OSHA regulation. This obligation includes all investigations and proceedings associated with purported violations of 8 CCR 336.10 pertaining to multi-employer work sites. FRANCHISEE shall not be obligated to so release, indemnify, defend, and hold harmless COUNTY from and against any Liabilities arising from the active negligence of COUNTY. 3. Immigration. Without limiting the operations Indemnity in subsection A1, employer sanctions and any other Liabilities that may be assessed against Page 23 FRANCHISEE, any of Franchisee's Related Parties or COUNTY or any one or all of them in connection with any alleged violation of federal Applicable Law (including the Immigration Reform and Control Act of 1986 (PL. 99-603) pertaining to the eligibility for employment of individuals performing Franchise Services. FRANCHISEE shall not be obligated to so indemnify, release, defend, and hold harmless COUNTY from and against any Liabilities arising from active negligence of COUNTY. 4. Enforcement of AGREEMENT or Applicable Law. Without limiting the operations Indemnity in subsection Al, any Liabilities that may be assessed against FRANCHISEE, any of Franchisee's Related Parties or COUNTY or any one or all of them in connection with any alleged failure of COUNTY to exercise COUNTY's rights under this AGREEMENT or to enforce provisions of this AGREEMENT or of Applicable Law as permitted under Section 22A4. 5. Disposal. The presence, Disposal, escape, migration, leakage, spillage, discharge, release, or emission of Unpermitted Waste or petroleum to, in, on, at or under at any place, site, or facility where FRANCHISEE or any of Franchisee's Related Parties delivers, stores, processes, Recycles, composts or Disposes of Solid Waste to the extent that Liabilities are caused indirectly or directly by any of the following: a. FRANCHISEE Negligence or Misconduct. The wrongful, willful or negligent act, error or omission, or the misconduct of FRANCHISEE or any of Franchisee's Related Parties; b. Non -Customer Materials. The collection, delivery, handling, recycling, processing, composting or disposal by FRANCHISEE or any of Franchisee's Related Parties of any materials or waste, including Unpermitted Waste, that are generated by Persons other than Customers or collected from premises other than Premises; C. Failure to Comply with Unpermitted Waste Screening Protocol. The failure of FRANCHISEE or any of Franchisee's Related Parties to undertake Unpermitted Waste training procedures required by Applicable Law or the Unpermitted Waste Screening Protocol, whichever is more stringent; or d. FRANCHISEE -identified Unpermitted Waste. The improper or negligent collection, handling, delivery, processing, recycling, composting or disposal by FRANCHISEE or any of Franchisee's Related Parties of Unpermitted Waste that FRANCHISEE or any of Franchisee's Related Parties inadvertently collects from Customers and that FRANCHISEE or any of Franchisee's Related Parties identifies as Unpermitted Waste before its delivery, processing, recycling, composting, or disposal whether: Page 24 (i) In one or more occurrence; (ii) Threatened or transpired; (iii) FRANCHISEE or any of Franchisee's Related Parties is negligent or otherwise culpable; or (iv) Those Liabilities are litigated, settled or reduced to judgment. For purposes of this Indemnity, "Liabilities" includes Liabilities arising from or attributable to any operations, repair, cleanup, or detoxification, or preparation and implementation of any removal, remedial, response, closure, postclosure, or other plan, regardless of whether undertaken due to government directive or action, such as remediation of surface or ground water contamination and replacement or restoration of natural resources. The mere presence of household hazardous waste in the Solid Waste that is Collected by FRANCHISEE or any of Franchisee's Related Parties under this AGREEMENT will not constitute negligence and in and of itself create any liability on the part of FRANCHISEE or any of Franchisee's Related Parties absent any of the circumstances described in items a through d in this subsection A5. COUNTY reserves the right to retain co counsel at its own cost and expense and FRANCHISEE shall direct FRANCHISEE'S counsel to assist and cooperate with COUNTY'S co counsel with respect to COUNTY'S defense. The foregoing indemnity is intended to operate as an agreement under 42 U.S.C. § 9607(e) and California Health and Safety Code § 25364, to insure, protect, hold harmless, and indemnify COUNTY from liability in accordance with this Section. FRANCHISEE hereby releases and shall not seek contribution or compensation of any nature from COUNTY for Liabilities relating to Unpermitted Waste, including relating to RCRA, CERCLA, or the California Health and Safety Code. FRANCHISEE shall not make any claims against or assert an interest in any account, fund, or reserve that COUNTY may establish or set aside from the proceeds of the Franchise Fee or otherwise or maintains to cover Liabilities relating to Unpermitted Waste, which established fund or reserve COUNTY is under no obligation to establish or maintain. B. Insurance. Without limiting its Indemnities, FRANCHISEE shall provide and maintain throughout the Term, the following programs of insurance. All insurance shall be primary to and not contributing with any other insurance or self-insurance programs maintained by COUNTY and FRANCHISEE shall Page 25 provide and maintain it at FRANCHISEE'S own expense If FRANCHISEE does not provide and maintain those programs of insurance, COUNTY may elect to purchase required insurance coverage without further notice to FRANCHISEE, and COUNTY may charge from sums due to FRANCHISEE any premium costs advanced by COUNTY for that insurance and draw on the performance bond, letter, of credit, or other form of performance assurance provided by FRANCHISEE. 1. Evidence of Insurance. On or before the Execution Date and thereafter prior to individual policy expiration and also within two business days of any COUNTY request, FRANCHISEE shall deliver a certificate or certificates of insurance or other evidence of coverage acceptable to the Acting Director at the address provided for Notices. Certificates or other evidence must: a. Specifically identify this AGREEMENT; b. Clearly evidence all coverage required in this AGREEMENT, including policy forms or their equivalent; C. Contain the express condition that COUNTY is to be given written notice by mail at least 30 days (10 days for nonpayment of premium) in advance of cancellation for all policies evidenced on the certificate of insurance; d. Include a copy of the additional insured endorsements to the general liability policy, adding COUNTY, its Special Districts, its officers, and its employees as insured for all activities arising from this AGREEMENT; e. Identify any deductibles or self-insured retention for COUNTY'S approval. COUNTY retains the right to require FRANCHISEE to reduce any deductibles or self-insured retention as they apply to COUNTY or to require FRANCHISEE to provide a bond, guaranteeing payment of all retained losses and related costs, including expenses, or both, related to investigations, claims administrations, and legal defense. The bond or letter of credit must be executed by a corporate surety licensed to transact business in the State of California; and f. At COUNTY'S request, include documentation acceptable to COUNTY verifying that the individual signing or countersigning the certificates, policies, endorsements, or other evidence of coverage is authorized to do so and identifies his or her company affiliation and title. COUNTY may require complete, certified copies of FRANCHISEE'S insurance policies at any time. Page 26 2. Insurer Financial Rating. FRANCHISEE shall secure insurance provided by an insurance company acceptable to COUNTY with a rating by A.M. Best Company of not less than A: VII, unless otherwise approved by COUNTY. 3. Notification claim or lawsuit filed against FRANCHISEE arising from of Incidents, Claims, or Suits. FRANCHISEE shall promptly report the following in writing to the Acting Director: a. Any accident or incident relating to the Franchise Services involving injury or property damage that may result in the filing of an insurance claim, its legal claim, or lawsuit against FRANCHISEE and/or COUNTY; b. Any third -party claim or lawsuit filed against FRANCHISEE arising from or related to Franchise Services; or C. Any injury to a FRANCHISEE employee that occurs on COUNTY property. FRANCHISEE shall submit its report on a COUNTY "Nonemployee Injury Report" form available on COUNTY'S website at http•//cao.co.1a.ca.us/RMB/pdf/NonEmployeeiniuryReport.pdf. 4. Insurance Coverage Requirements. FRANCHISEE shall secure and maintain insurance coverage meeting the following requirements: a. General Liability Insurance (written on ISO policy form CG 00 01 or its equivalent) with limits of not less than the following: General Aggregate: $4 million Products/Completed Operations Aggregate: $4 million Personal and Advertising Injury: $1 million Each Occurrence: $2 million b. Pollution Liability Coverage for pollution conditions resulting from transported cargo, with annual limits of not less than $2 million per occurrence and $4 million aggregate, covering loss (including cleanup costs) that FRANCHISEE becomes legally obligated to pay as a result of claims for bodily injury, property damage, and cleanup costs (including expenses required by environmental laws or incurred by federal, state, or local governments or third parties) resulting from pollution conditions caused by transported cargo (including waste). For the purpose of this subsection 1465b, "pollution conditions" includes the dispersal, discharge, release, or escape of any solid, liquid, gaseous or thermal irritant or contaminant (such as smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, medical waste, and waste materials) into or upon land, any structure on land, the atmosphere, or any watercourse or body of water (including groundwater), provided the conditions are Page 27 not naturally present in the environment in the amounts or concentrations discovered. The pollution liability coverage must provide contractual liability coverage, by endorsement, if necessary, for FRANCHISEE'S indemnification of COUNTY. As an alternative to such a policy, FRANCHISEE'S general liability policy may be endorsed to provide the above described pollution liability coverage. C. Automobile Liability Coverage (written on ISO policy forms CA 00 12 or CA 00 20 or their equivalent) with a limit of liability not less than $2 million for each accident and endorsed to include pollution liability (written on form CA 99 48 or its equivalent). The insurance must cover all vehicles used by FRANCHISEE pursuant to its operations and services and the terms of this AGREEMENT. FRANCHISEES subject to federal regulations also shall maintain any other coverage necessary to satisfy state or federal financial responsibility requirements. d. Workers' Compensation and Employers' Liability insurance providing workers' compensation benefits required by the California Labor Code or by any other state labor law, and for which FRANCHISEE is responsible. In all cases, this insurance must also include Employers' Liability coverage with limits of not less than the following: i. Each accident: $1 million ii. Disease - policy limit: $1 million iii. Disease - each employee: $1 million C. Compensation for County Costs. If FRANCHISEE fails to comply with any of the Indemnification or insurance requirements of this AGREEMENT and that failure results in any costs to COUNTY, FRANCHISEE shall pay full compensation for all County's Reimbursement Costs. SECTION 15 - PERFORMANCE ASSURANCE FRANCHISEE shall secure and maintain throughout the Term a faithful performance bond, in a form satisfactory to COUNTY or, at COUNTY'S sole and absolute discretion, any alternative security acceptable to the Acting Director, including cash, certified check payable to COUNTY, certificate of deposit, or letter of credit (together, "Performance Assurance"). During the first Contract Year, the amount of the Performance Assurance must be in the sum established by COUNTY (see Exhibit 3A) to secure full and timely satisfaction of Performance Obligations, including payment of Franchise Fees, and any liquidated damages. In all subsequent Contract Years, that amount must be not less than the sum of: Page 28 1. 15 percent of FRANCHISEE'S Gross Receipts minus Franchise Fees for the prior Contract Year; 2. 110 percent of the Franchise Fees paid by FRANCHISEE during the first six months of the prior Contract Year; 3. 110 percent of any liquidated damages assessed FRANCHISEE by COUNTY during the first six months of the prior Contract Year; 4. Up to $50,000, at the discretion of the Acting Director; and 5. Any additional amounts provided in Exhibit 3A. A performance bond must be payable to COUNTY and executed by a corporate surety licensed to transact business ("admitted") as a surety in the State of California. The corporate surety must have an A.M. Best Rating of not less than A:VII, unless otherwise approved by COUNTY. The form of performance bond may not allow the bond surety to substitute another Person to perform Franchise Services but must provide for payment of moneys to COUNTY to secure substitute Franchise Services, remedy damages incurred, and ensure satisfaction of all Performance Obligations, including payment of Franchise Fees or liquidated damages to COUNTY, if recovered from COUNTY in any bankruptcy or similar proceedings relating to FRANCHISEE. The performance bond must be conditioned on faithful performance by FRANCHISEE of all the terms and conditions of this AGREEMENT, including payment of Franchise Fees and any liquidated damages. Each Performance Assurance must be renewed to provide for continuing liability in the above amount notwithstanding any payment or recovery thereon. On or before the Execution Date and promptly upon any renewal of the Performance Assurance, FRANCHISEE shall deliver the Performance Assurance to COUNTY. COUNTY may verify the accuracy and authenticity of the Performance Assurance submitted. SECTION 16 - EMERGENCY SERVICE A. COUNTY Right to Provide MSW Management Services. 1. Events. COUNTY may perform, or contract for the performance of, any or all of FRANCHISE Services, including the collection of Solid Waste or any portion thereof and the transportation and delivery to a solid waste facility, upon the occurrence of either of the following events, determined by County in its sole discretion: a. FRANCHISEE, due to Uncontrollable Circumstances or for any reason whatsoever, fails, refuses, or is unable for a period of 48 hours to collect and/or at any time to transport Solid Waste or Page 29 any portion thereof to a Solid Waste Facility and the Acting Director determines there is danger to the public health, safety, or welfare; or b. COUNTY suspends or terminates this AGREEMENT. If COUNTY contracts for the performance of any or all of Franchise Services, it will consider contracting with other COUNTY franchisees. COUNTY has no obligation to continue providing Franchise Services and may at any time, in its sole discretion, cease to provide Franchise Services. However COUNTY'S right to provide Franchise Services will continue until FRANCHISEE can demonstrate to COUNTY'S satisfaction that FRANCHISEE is ready, willing, and able to resume timely and full Franchise Services or until COUNTY can make alternative arrangements for providing MSW Management Services comparable to Franchise Services in scope and price, which may include contracting with another service provider. 2. Notice. COUNTY may give FRANCHISEE oral notice that COUNTY is exercising its right to perform Franchise Services, which notice is effective immediately, but must confirm oral notice with a Notice within 24 hours thereafter. 3. Service Assets. a. COUNTY Possession. Upon giving FRANCHISEE oral notice, COUNTY may take possession of any or all Service Assets necessary or convenient in providing Services, and FRANCHISEE shall fully cooperate with COUNTY to transfer possession of Service Assets to COUNTY. Customers' possession of Containers will be deemed possession by COUNTY if necessary to exercise this right. b. Service Assets Document. Any document that encumbers or limits FRANCHISEE'S interest in Service Assets, including a lease, financing contract, acquisition over time, mortgage, or other instrument establishing a security interest to or by FRANCHISEE, must allow COUNTY to assume FRANCHISEE'S obligations and to continue use of Service Assets in performing MSW Management Services. C, Updated Inventory. In each Annual Report and at any other time requested by COUNTY, FRANCHISEE shall update its inventory of Service Assets included in Franchisee Documentation to reflect acquisition or replacement of Service Assets or additional service asset document described in Section 16A3b, or change in any service asset described in Section 16A3b, accompanied by a Page 30 certification signed by FRANCHISEE that all Vehicles meet any specifications provided in this AGREEMENT and all Carts meet the specifications described in Franchisee Documentation. d. County Use. COUNTY may use Service Assets to provide all or a portion of Franchise Services. COUNTY shall have absolute and exclusive control over Service Assets as though COUNTY were the absolute owner thereof. However, at COUNTY'S request, FRANCHISEE shall keep Service Assets in good condition. Unless Franchisee repairs and maintains them, COUNTY shall assume complete responsibility for use of Service Assets while they are in its possession and shall maintain Service Assets in the same condition as they were in when FRANCHISEE transferred possession thereof to County. Subject to repair and maintenance by FRANCHISEE, COUNTY shall return Service Assets to FRANCHISEE in the same condition as received, normal wear and tear excepted. FRANCHISEE shall maintain in full force and effect all insurance required in accordance with Section 14 during COUNTY'S possession of Service Assets. By granting COUNTY the right to possession and use of FRANCHISEE'S Service Assets, FRANCHISEE declares as follows: i. COUNTY and Customers are permitted users for purposes of liability insurance policies that FRANCHISEE must procure and maintain under this AGREEMENT; and ii. COUNTY'S and Customers' use and possession is not intended to be and is not transfer of ownership for purposes of any liability policies. Furthermore, if COUNTY has possession and/or use of FRANCHISEE'S Service Assets, FRANCHISEE shall execute whatever documentation its liability insurers require to ensure that COUNTY and Customers are protected and covered by FRANCHISEE'S general and automobile policies, including requesting and executing endorsements to those policies. FRANCHISEE hereby gives COUNTY the right to call and confer with FRANCHISEE'S insurance broker to determine what, if any, documentation or actions are necessary to achieve protection satisfactory to COUNTY. FRANCHISEE hereby gives COUNTY the right to pay for any endorsements, additional premiums, or other costs. By executing this AGREEMENT, FRANCHISEE authorizes its insurance broker to cooperate with and respond to requests from COUNTY, which authorization FRANCHISEE may not rescind without COUNTY consent. Page 31 4. FRANCHISEE'S Personnel. Upon giving FRANCHISEE oral notice in accordance with subsection A2, COUNTY may immediately engage personnel necessary or convenient for providing all or a portion of Franchise Services, including employees previously or then employed by FRANCHISEE. However COUNTY shall not be obligated to hire FRANCHISEE'S employees and may use municipal employees or other individuals to provide all or a portion of Services, including driving Vehicles. At COUNTY'S request, FRANCHISEE shall promptly make available to COUNTY all FRANCHISEE'S management and office personnel necessary or convenient for providing Franchise Services (including Customer services) and billing at the cost, if any, provided in subsection A8. 5. Records and Reports. At COUNTY'S request, FRANCHISEE shall promptly provide COUNTY with immediate access to or possession of Records, including those related to routing and billing. Without limiting its available remedies provided elsewhere in this AGREEMENT, COUNTY may seek specific performance of this obligation. 6. Reimbursement. FRANCHISEE shall reimburse COUNTY for County's Reimbursement Costs incurred in taking over possession and use of Service Assets in accordance with subsection A3 and in providing MSW Management Services in amounts exceeding Rates. 7. Stipulations. FRANCHISEE stipulates that COUNTY'S exercise of rights under this Section does not constitute a taking of private property for which COUNTY must compensate FRANCHISEE, shall not create any liability on the part of COUNTY to FRANCHISEE, and does not exempt FRANCHISEE from any Indemnities, which Parties acknowledge are intended to extend to circumstances arising under this Section. However, FRANCHISEE is not required to indemnify COUNTY against claims and damages arising from the negligence or misconduct of COUNTY officers and employees (other than employees of Franchisee at the time COUNTY began performing Services) and agents driving Vehicles. COUNTY shall indemnify FRANCHISEE, its Affiliates and its and their officers, directors, employees, and agents from and against damages, costs, or other expenses or losses they incur arising out of or relating to that negligence or misconduct. 8. Rental and Other Compensation. a. Uncontrollable Circumstances. If an event enumerated in item a or b in subsection Al is due to Uncontrollable Circumstances, then COUNTY shall pay FRANCHISEE the following Direct Costs of FRANCHISEE that FRANCHISEE is not then being compensated for through charging and collecting Rates: Page 32 (i) Rental fees for COUNTY'S use and possession of Service Assets equal to fair market value thereof as determined by an independent appraiser selected by the Parties as provided in this subsection A8a. FRANCHISEE'S Direct Costs of providing Vehicles with fuel, oil, and other maintenance in accordance with subsection A3d. (iii) FRANCHISEE'S Direct Costs of making FRANCHISEE'S personnel available to COUNTY in accordance with subsection A4. The Parties shall select an appraiser as follows: within 10 days after FRANCHISEE requests payment of rental fees in events described in item (i) of this subsection 8a, each Party will prepare a separate list of five Persons who do not work for either Party having experience in solid waste equipment appraisal, in numerical order with the first preference at the top, and exchange and compare lists. The Person ranking highest on the two lists by having the lowest total rank order position on the two lists is the appraiser. In case of a tie in scores, the Person having the smallest difference between the rankings of the two Parties is selected; other ties are determined by a coin toss. If no Person appears on both lists, this procedure is repeated. If selection is not completed after the exchange of three lists or 60 days, whichever comes first, then each Party will select one Person having the qualifications and experience described above and those two Persons will together select an appraiser. b. Other Than Uncontrollable Circumstances. If an event enumerated in item a or b in subsection Al is not due to Uncontrollable Circumstances, then COUNTY will not be obligated to pay the compensation enumerated in subsection A8a, and FRANCHISEE shall pay County's Reimbursement Costs in accordance with subsection A6 within 10 days of COUNTY'S submitting an invoice therefor. If FRANCHISEE does not so timely pay, COUNTY may draw upon any performance bond, letter of credit, or other security provided under this AGREEMENT. B. Disaster Assistance. FRANCHISEE shall make Reasonable Business Efforts to assist County in the event of major disaster, such as an earthquake, storm, riot, or civil disturbance, by providing Vehicles and drivers normally assigned to the Service Area to Collect any Solid Waste as requested by COUNTY, at Customer Service Charges no greater than the Rates, unless the Acting Director provides authorization based on information provided by FRANCHISEE substantiating the need for an increase. FRANCHISEE shall cooperate with Page 33 COUNTY, State of California, and federal officials in filing information related to a regional, state, or federally -declared state of emergency or disaster as to which FRANCHISEE has provided equipment and drivers under this AGREEMENT. SECTION 17 - DEBARMENT BREACHES AND DEFAULTS; SUSPENSION; TERMINATION A. Notice of Breach; Franchisee Cure. If the Acting Director determines that FRANCHISEE is in Breach, the Acting Director may give Notice to FRANCHISEE identifying and describing the Breach, including any of the following: 1. Failure to keep Records required by this AGREEMENT; 2. Failure to file any Reports at the time, in the manner, and containing the information required in Section 13; 3. Failure to timely provide COUNTY with complete information (including any test results such as prescribed noise levels in accordance with Section 4A4) required by this AGREEMENT or requested by the Acting Director in good faith in accordance with this AGREEMENT; 4. Failure to timely pay the Franchise Fee; or 5. Failure to timely pay an Indemnification. FRANCHISEE shall remedy the Breach within 30 days from the receipt of Notice (or with respect to a Breach of the Child Support Compliance Program described in Section 22B, 90 days after notice by the Los Angeles County's Child Support Services Department) unless COUNTY determines that the public health and safety require a shorter period of time in which Franchisee must remedy the Breach. COUNTY will hold a conference with Franchisee within 30 days of Franchisee request. Franchisee may request additional time to correct the Breach, but COUNTY may accept or reject that request in its sole discretion. B. Franchisee Default. The following constitute Franchisee Defaults: 1. Fraud Misrepresentation, or Breach of Warranties. FRANCHISEE committed any fraud or deceit or made any intentional misrepresentations in the procurement of this AGREEMENT; commits, or attempts to commit, any fraud or deceit upon COUNTY after the Execution Date of this AGREEMENT; makes any material misrepresentations or breaches any warranties in this AGREEMENT (including Exhibit 20H); or includes any materially false or misleading statement, representation, or warranty in any Record or Report. 2. Insolvency or Bankruptcy. FRANCHISEE becomes insolvent or files a voluntary petition to declare bankruptcy; a receiver or trust is appointed for Page 34 FRANCHISEE; or FRANCHISEE executes an assignment for the benefit of creditors. FRANCHISEE is deemed to be "insolvent" if it has ceased to pay its debts in the ordinary course of business or cannot pay its debts as they become due, whether or not FRANCHISEE has committed an act of bankruptcy and whether or not FRANCHISEE is insolvent within the meaning of the federal bankruptcy law or not. 3. Failure to Provide Insurance, Bonds. FRANCHISEE does not provide or maintain in full force and effect all insurance and other assurances of its Performance Obligations, including as required under Sections 14 and 15, or provide evidence of insurance coverage acceptable to COUNTY. 4. Material or Repeated Violation of Applicable Law. a. Any material Violation of Applicable Law that is not cured to the satisfaction of COUNTY or applicable Regulatory Agency within 30 days of the notice, assessment, or determination of that Violation of Applicable Law; or b. Any repeated Violation of Applicable Law. If FRANCHISEE is entitled to and does contest a notice, assessment, or determination of Violation of Applicable Law by proceedings conducted in good faith, no Franchisee Default will be deemed to have occurred until a final decision adverse to FRANCHISEE is entered. 5. Failure to Collect for Seven Days. Unless due to Uncontrollable Circumstances, FRANCHISEE fails to Collect for a period of either: a. Seven consecutive days; or b. Seven days in the aggregate from the Execution Date. 6. Failure to Collect for More Than Seven Days. Whether or not due to Uncontrollable Circumstances, FRANCHISEE fails to Collect for a period of more than seven consecutive days. 7. Payments to County. FRANCHISEE does not timely and fully make any payment to COUNTY required under this AGREEMENT (including payment of Franchise Fees): a. More than twice in any calendar year; b. Within 30 days of Notice by COUNTY that payment is due; or C. With respect to payment of a shortfall in Franchise Fees, within 30 days of Notice in accordance with Section 11 C. Page 35 C. 8. Specified Franchisee Defaults. FRANCHISEE Breaches any of the following Sections: a. Section 22B Child Support Compliance Program (if not cured within 90 days of Notice as described in Section 17A); b. Section 23D1 Compliance with ILO Convention Concerning Minimum Age for Employment; C. Section 23E Nondiscrimination; or d. Section 23G County Lobbyist Ordinance. 9. Uncured or Repeated Breach. FRANCHISEE does not timely cure any other Breach in accordance with subsection A or FRANCHISEE Breaches any of its Performance Obligations repeatedly or habitually, as determined by the Acting Director in his or her sole discretion, whether or not a specific instance of failure or refusal has been previously cured. However, this Franchisee Default will be excused for a period of seven days beginning on the first occurrence of that Franchisee Default in the event of Uncontrollable Circumstances, if the event materially affects FRANCHISEE'S ability to provide Franchise Services. Nevertheless, if Uncontrollable Circumstances interrupt Collection, Customers may take actions and COUNTY may exercise any of its rights under Section 16. This Franchisee Default will not be excused if it continues for a period of more than seven days beginning on the first occurrence of this Franchisee Default. 10. Improper Consideration. COUNTY finds that consideration, in any form, was offered or given by FRANCHISEE either directly or through an intermediary to any COUNTY officer, employee, or agent with the intent of securing this AGREEMENT or securing favorable treatment with respect to the award, amendment, or extension of this AGREEMENT or the making of any determinations with respect to FRANCHISEE'S performance under this AGREEMENT where that consideration may take any form including cash; discounts; service; or the provision of travel, entertainment, or tangible gifts. 11. Default Under Guaranty. A default exists under the guaranty, if any, provided in accordance with Section 13A3b. Notice of Franchisee Default. 1, Effective Immediately. The Acting Director may terminate this AGREEMENT effective immediately after Notice by COUNTY to FRANCHISEE of any of the following Franchisee Defaults: Page 36 a. Any Franchisee Default, if the Acting Director determines that protection of public health and safety requires immediate suspension or termination; b. A Franchisee Default in subsection B3 (failure to provide insurance, bonds); C. A Franchisee Default described in subsection B4 (material or repeated Violation of Applicable Law, including the County Lobbyist Ordinance); d. A Franchisee Default described in subsection B10 (improper consideration). 2. Effective 30 days. The Acting Director may terminate this AGREEMENT effective 30 days after Notice by COUNTY to FRANCHISEE of any Franchisee Defaults other than the Franchisee Defaults listed in subsection C1 or termination events listed in subsection D. 3. Effective 15 days. The Acting Director may terminate this AGREEMENT effective 15 days after Notice by COUNTY to FRANCHISEE of COUNTY'S right to terminate this AGREEMENT in the event of Criminal Activity in accordance with Section 20J and subsection D2c. D. Suspension or Termination of AGREEMENT 1. Suspension. Together with any other rights COUNTY may have under this AGREEMENT (including the right to use and possession of Service Assets under Section 16), the Acting Director may suspend this AGREEMENT, in whole or in part, for a period of 45 days effective immediately upon Notice to FRANCHISEE in any of the following events: a. A Franchisee Default; or b. COUNTY exercise of its right to suspend this AGREEMENT under Section 20J in the event of Criminal Activity of FRANCHISEE. During that 45 -day period FRANCHISEE shall have the opportunity to demonstrate to COUNTY that FRANCHISEE can once again fully perform Franchise Services in accordance with this AGREEMENT. If FRANCHISEE so demonstrates, COUNTY'S right to suspend this AGREEMENT will cease and FRANCHISEE may resume providing services. If FRANCHISEE does not so demonstrate, COUNTY may terminate this AGREEMENT and exercise any other rights and remedies under this AGREEMENT. Page 37 2. Termination a. Franchisee Default. The Acting Director may terminate this AGREEMENT, in whole or in part, upon the occurrence of a Franchisee Default and Notice to FRANCHISEE at the times provided in subsection C. b. Failure to Agree on Rate Adjustments. Notwithstanding the foregoing, the Acting Director may terminate this AGREEMENT on six months' Notice if in the judgment of the Acting Director, COUNTY and FRANCHISEE are unable to reach satisfactory agreement to adjust Rates in accordance with item d of Section Al of Exhibit 10 for a Change in Law or changes in Service Specifications or Service Standards after good faith negotiations during a period of at least 30 days. C, Criminal Activity. The Acting Director may terminate this AGREEMENT upon Notice required in Section 17C if County exercises its right to terminate this AGREEMENT under Section 20J in the event of Criminal Activity of FRANCHISEE. E. FRANCHISEE Responsibility and Debarment. COUNTY may debar FRANCHISEE from doing business with COUNTY if COUNTY determines after giving notice and conducting a hearing in accordance with Chapter 2.202 of the County Code, which shall apply to this AGREEMENT, that FRANCHISEE (or any of its Subcontractors) is not responsible within the meaning of Chapter 2.202 and in accordance with COUNTY'S policy to do business with responsible contractors; Franchisee's failure to comply with the Child Support Compliance Program, as provided in Section 22B, may be cause for debarment in accordance with § 2.200.020 of the County Code. SECTION 18 - ENFORCEMENT OF AGREEMENT A. As Provided by Law. Either Party may avail itself of any remedy available under law. B. County's Additional Remedies. Without limiting COUNTY'S remedies otherwise available under this AGREEMENT in law or equity, at its option, COUNTY may enforce a Breach in any or all of the following ways: Execute alternative agreements for MSW Management Services in the event of Franchisee Default; 2. Seek to obtain injunctive relief and/or damages; and Assess damages under subsection D. Page 38 C. Injunctive Relief. FRANCHISEE acknowledges that COUNTY'S remedy of damages for a Breach may be inadequate for reasons including the following: 1. The urgency of timely, continuous and high-quality Franchise Services, including Collection, transportation, and/or transfer for Disposal of wastes which constitute a threat to public health; 2. The long time and significant commitment of money and personnel and elected officials (both COUNTY staff and private consultants, including engineers, procurement counsel, citizens, public agency colleagues, and elected COUNTY officials) invested in this AGREEMENT, including developing COUNTY'S Option Analysis dated February 2001 and implementing its recommendations through numerous meetings of a Working Group comprised of Solid Waste industry representatives from small and large businesses, requesting and evaluating qualifications and proposals for this AGREEMENT (including FRANCHISEE'S), reviewing and commenting on documentation submitted by FRANCHISEE in conjunction with execution of this AGREEMENT, and review of Franchisee Documentation; 3. The time and investment of personnel and elected officials described in the preceding item 2 to develop alternative Solid Waste services comparable to Franchise Services for the price provided under this AGREEMENT, and to negotiate new agreements therefor; and 4. COUNTY'S reliance on FRANCHISEE'S technical Solid Waste management expertise. Consequently, COUNTY is entitled to all available equitable remedies, including injunctive relief. D. Recovery of Damages 1. Compensatory. COUNTY may seek compensatory damages, including the following: a. Amounts equal to any Franchise Fees, liquidated damages, or other amounts that FRANCHISEE has previously paid to COUNTY but are subsequently recovered from COUNTY by a trustee in bankruptcy as preferential payments or otherwise; b. If COUNTY terminates this AGREEMENT for a Franchisee Default or in the event of Criminal Activity in accordance with Section 17D2a or c, respectively, costs incurred by COUNTY to provide or reprocure MSW Management Services in lieu of Franchise Services; and Page 39 C. If COUNTY terminates this AGREEMENT before expiration for a Franchisee Default or in the event of Criminal Activity in accordance with Section 17D2a or c, respectively, costs of MSW Management Services provided or reprocured in lieu of Franchise Services in excess of Customer Service Charges for the balance of the Term remaining if this AGREEMENT had not been terminated. COUNTY may draw upon the performance bond, letter of credit, certificate of deposit, or other form of performance assurance provided by FRANCHISEE in accordance with Section 15 to pay compensatory damages. For FRANCHISEE'S misrepresentation regarding contingent fees in Exhibit 20H, in addition to terminating this AGREEMENT, COUNTY may recover from FRANCHISEE the full amount of the proscribed commission, percentage, brokerage, or contingent fee. 2. Liquidated. The Parties acknowledge that COUNTY incurred considerable time and expense procuring this AGREEMENT in order to secure an improved level of Collection quality and increased Customer satisfaction. Therefore, consistent and reliable Services are of the utmost importance to COUNTY and Customers. COUNTY has considered and relied on FRANCHISEE'S representations as to its quality of service commitment in entering into this AGREEMENT, and FRANCHISEE'S Breach represents a loss of bargain to COUNTY. The Parties further recognize that quantified standards of performance are necessary and appropriate to ensure quality, consistent, and reliable Collection, and if FRANCHISEE fails to meet its Performance Obligations, COUNTY will suffer damages (including its Customers' inconvenience; anxiety, frustration, potential political pressure, criticism, and complaint by Customers; lost Supervisors and staff time; deprivation of the benefits of this AGREEMENT and loss of bargain) in subjective ways and in varying degrees of intensity that are incapable of measurement in precise monetary terms, and that it is and will be impracticable and extremely difficult to ascertain and determine the value thereof. In addition, in the event of Breach or Franchisee Default, urgency of protecting public health and safety may necessitate that COUNTY enter into emergency or short- term arrangements for services without competitive procurement at prices substantially greater than under this AGREEMENT, and the monetary loss resulting there from is impossible to precisely quantify. Lastly, termination of this AGREEMENT for Franchisee Default and other remedies provided in this AGREEMENT are, at best, a means of future correction and not remedies that make COUNTY whole for past Breaches and Franchisee Defaults. Therefore, the Parties agree that the liquidated damages listed in Exhibit 18D2 represent a reasonable estimate of the amount of damages, considering all of the circumstances existing on the date of this AGREEMENT, including the relationship of the sums to the range of harm Page 40 to COUNTY that reasonably could be anticipated and anticipation that proof of actual damages would be costly or inconvenient. In signing this AGREEMENT, each Party specifically confirms the accuracy of the statements made above and the fact that each Party had ample opportunity to consult with legal counsel and obtain an explanation of this liquidated damage provision at the time that this AGREEMENT was made. E. County's Reimbursement Costs. FRANCHISEE shall pay COUNTY promptly upon request County's Reimbursement Costs of conducting a nonroutine investigation of any alleged Breach, when appropriate in judgment of the Acting Director. FRANCHISEE shall reimburse COUNTY for County's Reimbursement Costs incurred as a consequence of FRANCHISEE'S Breach, including failure to maintain insurance. F. Waiver. No waiver by COUNTY of any breach of any provision of this AGREEMENT constitutes a waiver of any other breach of that provision. Failure of COUNTY to enforce at anytime, or from time to time, any provision of this AGREEMENT will not be construed as a waiver thereof. The rights and remedies set forth in this subsection F are exclusive and are in addition to any other rights and remedies provided by law or under this AGREEMENT. SECTION 19 - TRANSFER OF FRANCHISE A. Acting Director Consent. FRANCHISEE may not Transfer this AGREEMENT, the Franchise granted under it, or any rights or duties under it, in whole or in part, and whether voluntarily or involuntarily, without the Acting Director's prior written consent, the exercise of which is in the Acting Director's sole discretion. Any Transfer or attempted Transfer of this AGREEMENT, the franchise granted under it or any rights and duties under it, made without the Acting Director's consent, at COUNTY'S option, will be null and void. The Acting Director may condition consent on payment of amounts specified in Exhibit 3A in consideration for the value of good will and intangibles that accrued to COUNTY and Customers in the award of this AGREEMENT to FRANCHISEE. B. Franchisee Demonstration. Without obligating the Acting Director to give consent, FRANCHISEE shall demonstrate to the Acting Director's satisfaction that the proposed transferee has the operational and financial ability to satisfy FRANCHISEE'S Performance Obligations. C. Payment of County's Transfer Costs. 1. Transfer Deposit. FRANCHISEE must make any request for the Director's consent to a Transfer in the manner prescribed by the Acting Director. FRANCHISEE shall pay COUNTY a Transfer Deposit before the Acting Director's consideration of FRANCHISEE'S request. COUNTY will return to FRANCHISEE any amounts paid in excess of the Transfer Costs incurred. Page 41 2. Additional Transfer Costs. In the course of COUNTY'S processing FRANCHISEE'S request for Transfer, FRANCHISEE shall further pay COUNTY its additional Transfer Costs in excess of the Transfer Deposit within 30 days of the Acting Director's request therefor, whether or not the Acting Director approves the Transfer. At FRANCHISEE'S request, COUNTY will provide FRANCHISEE access to all records evidencing the Transfer Costs incurred. D. County's Reimbursement Costs of Enforcement. In addition, Franchise shall pay County's Reimbursement Costs for fees and investigation costs as COUNTY may deem necessary to enjoin the Transfer or to otherwise enforce this provision within 30 days of COUNTY'S request therefor. SECTION 20 - GENERAL PROVISIONS A. Exercise of Options. Parties will exercise any approval, disapproval, consent, judgment, option, discretion, election, opinion, or choice under this AGREEMENT, make a requirement under this AGREEMENT or interpret this AGREEMENT ("Discretionary Action") reasonably. Any mediator, arbitrator, or court must find the Party's exercise to be reasonable. Recognizing the essential public health and safety protections this AGREEMENT serves where this AGREEMENT specifically provides that the exercise of any Discretionary Action is in either Party's independent, sole, exclusive or absolute discretion, control or judgment, the other Party will not question or challenge the first Party's exercise thereof. Parties will nevertheless exercise their rights and remedies in good faith in accordance with Applicable Law. B. Independent Status. FRANCHISEE is an independent entity and not an officer, agent, servant, or employee of COUNTY. This AGREEMENT is between COUNTY and FRANCHISEE and is not intended, and will not be construed, to create the relationship of agent, servant, employee, partnership, joint venture, or association between COUNTY and FRANCHISEE, including for purposes of workers' compensation. FRANCHISEE is solely responsible for the acts and omissions of its officers, agents, employees, and any Subcontractors. Nothing in this AGREEMENT will be construed as creating an arrangement for handling Unpermitted Waste. FRANCHISEE bears the sole responsibility and liability for furnishing workers' compensation and all other benefits required by law to any individual for injuries arising from or connected with Franchise Services performed on behalf of FRANCHISEE under this AGREEMENT. C. Damage to Property and Personal Injury. FRANCHISEE shall not cause damage to property or personal injury. At its sole expense, FRANCHISEE shall repair or replace to the satisfaction of the owner of damaged property, any physical damage to public or private property and shall reimburse to the satisfaction of an injured individual, the cost of any personal injury caused by the negligent or willful acts or omissions of FRANCHISEE. COUNTY may refer all complaints of damage or injury to FRANCHISEE as a matter within Page 42 FRANCHISEE'S sole responsibility. Notwithstanding any rights COUNTY has for breach of contract, disputes between FRANCHISEE and Persons as to damage to private pavement or other property or to injury are civil matters between FRANCHISEE and that Person, and the Person may institute suits with respect thereto as allowed by law. D. Venue. In the event of litigation between the Parties, venue in State of California trial courts will lie exclusively in the COUNTY. In the event of litigation in a United States District Court, exclusive venue will lie in the Central District of California. E. Amendments and Changes. 1. Acting Director's Changes. The following changes in this AGREEMENT after the Execution Date will be effective after Notice from the Acting Director to FRANCHISEE (or with respect to certain changes referenced in item b, from FRANCHISEE to the Acting Director, in accordance with Section 3D2a) as consented to by FRANCHISEE: a. Changes in the scope of Franchise Services and Service Specifications and minimum Service Standards that do not result in a Rate adjustment in accordance with Section 3C; b. Changes to Exhibit 3D Franchisee Documentation; C. Changes to Exhibit 20G Authorized Representative of Acting Director; d. Immaterial changes to immaterial Performance Obligations. 2. Board's Amendments. The following changes in this AGREEMENT after the Execution Date will be effective only upon execution of a written amendment to this AGREEMENT, including warranties by the Parties in accordance with Section 246: a. Changes in the scope of Franchise Services and Service Standards that result in a Rate adjustment in accordance with Section 3C; and b. Material changes to material Performance Obligations (such as the period of performance, payments, or any material term or condition included in this AGREEMENT). F. Notices. All Notices required or permitted to be given under this AGREEMENT must be in writing and must be personally delivered or sent by telecopier or registered or certified mail, return receipt requested. All Notices to COUNTY must be addressed to the Acting Director as provided in Exhibit 20G. All Notices to FRANCHISEE must be addressed to the authorized representative of Page 43 FRANCHISEE named in Franchisee Documentation (who will be FRANCHISEE'S primary contact under this AGREEMENT), except for Notices of suspension or termination of this AGREEMENT, which Notices may be personally delivered to any individual whose actual knowledge of suspension or termination would be sufficient notice to FRANCHISEE, including: 1. An individual, if FRANCHISEE is a sole proprietor; 2. Copartner, if FRANCHISEE is a partnership; or 3. The president, vice president, secretary, or general manager, if FRANCHISEE is a corporation. Notice is deemed effective: 1. On the date personally delivered or sent by telecopier, with evidence of receipt; or 2. Three days after the date of mailing. G. Authorized Representative of Acting Director. COUNTY authorizes the Acting Director to make requests or requirements of FRANCHISEE or give approvals under this AGREEMENT. The authorized representative of the Acting Director named in Exhibit 20G is FRANCHISEE'S primary contact under this AGREEMENT and can be contacted as provided in Exhibit 20G. FRANCHISEE shall give that authorized representative a copy of all Notices in accordance with Section 20F. From time to time, COUNTY may change Exhibit 20G by Notice to FRANCHISEE. H. Authority and Representations; COUNTY Disclaimer. 1. COUNTY. COUNTY represents and disclaims as follows: a. Status. COUNTY is a political subdivision of the State of California. b. Authority and Authorization. COUNTY has full legal right, power, and authority to execute and deliver this AGREEMENT and perform its obligations under this AGREEMENT. This AGREEMENT has been duly executed and delivered by COUNTY and constitutes a legal, valid, and binding obligation of COUNTY enforceable against COUNTY in accordance with its terms. C. No Warranty Regarding Waste Characterization. COUNTY makes no representations or warranties with respect to the waste characterization within the COUNTY, any waste disposal characterization study, or projections by material type with respect Page 44 to waste in the COUNTY. COUNTY expressly disclaims any representations and warranties, either express or implied, as to the merchantability or fitness for any particular purpose of Solid Waste or any portion thereof. 2. FRANCHISEE. FRANCHISEE represents and warrants as provided in Exhibit 20H. Limitation on Subscription Orders. FRANCHISEE shall limit the terms of Subscription Orders to no longer than the remaining period of the Term. FRANCHISEE shall give each Customer the option to terminate its Subscription Order without cause on 90 days notice. FRANCHISEE shall also give each Customer the right to terminate service immediately in the event of emergency in accordance with Section 16A, or within 30 days if FRANCHISEE: 1. Fails to provide Franchise Services in accordance with the Terms of this AGREEMENT (including missed Collections, failure to timely repair or replace Containers, or failure to provide Collection or Recyclables) or the Subscription Order; or 2. Bills the Customer for amounts not provided in the Subscription Order or in excess of Rates. FRANCHISEE may not include in the terms of Subscription Orders any automatic renewals or extensions, colloquially referred to as "evergreen" clauses, which obligate a Customer to take affirmative, prescribed action (such as written notice within a specified time period before the stated expiration of the Subscription Order) in order to terminate the Subscription Order. J. Criminal Activity 1, Notice. FRANCHISEE shall immediately give Notice to COUNTY on the occurrence of any convictions of a Criminal Activity or any pleas of "guilty," "nolo contendere," or "no contest' to a Criminal Activity with respect to FRANCHISEE or any of its Franchisee Managers (except for Franchisee Managers in a Position of Influence). FRANCHISEE shall use Reasonable Business Efforts to immediately give Notice to COUNTY on the occurrence of any convictions or any pleas with respect to FRANCHISEE or any of its Franchisee Managers in a Position of Influence. 2. Franchisee Cure. Upon the occurrence of any conviction or any plea described in subsection J1, FRANCHISEE immediately shall do or cause to be done both of the following: a. Terminate from employment or remove from office any offending Franchisee Manager who is an individual, or with respect to Page 45 FRANCHISEE or an Affiliate, the individual or individuals responsible for the Criminal Activity; and b. Eliminate the participation in management of FRANCHISEE by that Franchisee Manager who is an individual or, with respect to FRANCHISEE or an Affiliate, the individual or individuals responsible for the Criminal Activity from any Position of Influence. 3. County Remedies. COUNTY may suspend or terminate this AGREEMENT or may impose other sanctions (which may include financial sanctions or any other condition deemed appropriate short of suspension or termination), as it deems proper, in either or both of the following events: a. FRANCHISEE or any Affiliate fails to effectuate the cure described in subsection J2; or b. The Criminal Activity is related to this AGREEMENT or occurring in the COUNTY. 4. Limitations on Franchisee Manager. No Franchisee Manager may have previously been convicted of a Criminal Activity or any plea of "guilty," "no% contendere," or "no contest" to a Criminal Activity. 5. Franchisee Documentation. Franchisee shall list all Franchisee Managers in Franchisee Documentation. K. Notice of Delay. Within one day of learning that any actual or potential circumstance is delaying or threatening to delay the timely satisfaction of a Performance Obligation, FRANCHISEE shall give COUNTY a Notice of the delay, including all relevant information, such as identifying the particular Performance Obligation, circumstance, and duration of the delay, and whether or not FRANCHISEE believes that the delay is due to Uncontrollable Circumstances. L. County's Quality Assurance Plan. COUNTY or its agent will evaluate FRANCHISEE'S performance under this AGREEMENT on not less than an annual basis. The evaluation will include assessing FRANCHISEE'S compliance with all terms and performance standards of this AGREEMENT. FRANCHISEE deficiencies that COUNTY determines are severe or continuing and that may place performance of this AGREEMENT in jeopardy, if not corrected, will be reported to the Board of Supervisors. The report will include improvement/corrective action measures taken by COUNTY and FRANCHISEE. If improvement does not occur consistent with the corrective action measures, COUNTY may terminate this AGREEMENT or impose other penalties as specified in this AGREEMENT. Page 46 SECTION 21 - DEFINITIONS AND INTERPRETATION OF AGREEMENT A. Definitions. Defined words in this AGREEMENT have the meanings given in Exhibit 21 and in some instances within Sections 1 through 24. B. Interpretation and Construction. 1. Gender and Plurality. Words of the masculine gender include correlative words of the feminine and neuter genders and vice versa. Words importing the singular number include the plural number and vice versa unless the context demands otherwise. (For example, reference to a defined "Solid Waste Facility" may include reference to more than one facility identified by FRANCHISEE in Franchisee Documentation.) 2. Headings: Font. Any captions or headings following the Exhibit, Attachment, Section, subsection, paragraph, and other attachments and subdivisions of this AGREEMENT that precede the operative text of this AGREEMENT are for convenience of reference only and do not control or affect the scope, intent, meaning, construction, interpretation, or effect of this AGREEMENT. Any underlined, italicized, bold-faced, upper captioned or other font style is for ease of reading and contract administration only and does not imply relative importance or unimportance of any provision of this AGREEMENT. 3. References to Parts. References to Sections refer to Sections of this AGREEMENT, unless specified otherwise. References to Exhibits and Attachments refer to Exhibits and Attachments attached to this AGREEMENT. Reference to "subsections" refers to the subsection contained in the same Section in which the reference occurs, unless otherwise referenced. 4. Examples. Examples are for purpose of illustration only. If any example is ambiguous, inconsistent, or conflicts with the text that it illustrates, the text governs. 5. Specifics No Limitation on Generalities. The mention of any specific duty or liability imposed on FRANCHISEE may not be construed as a limitation or restriction of any general liability or duty imposed on FRANCHISEE by this AGREEMENT or Applicable Law. 6. Exhibits. The Exhibits to this AGREEMENT, including their attachments, are part of this AGREEMENT to the same extent and effect as if included in the text of Sections 1 through 24. Page 47 7. Inconsistencies and Conflicts. a. If any provision of Exhibit 3A is inconsistent or conflicts with Sections 1 through 24 of this AGREEMENT or any other any Exhibits or Attachments to this AGREEMENT, then the provisions of Exhibit 3A will govern, and b. If any provision of Sections 1 through 24 of this AGREEMENT is inconsistent or conflicts with any Exhibit (other than Exhibit 3A), including Franchisee Documentation, then the provision of Sections 1 through 24 of this AGREEMENT will govern unless the Acting Director determines that is contrary to the interest of the Parties. C. Integration. This AGREEMENT contains the entire agreement between the Parties with respect to the rights and responsibilities of the Parties under this AGREEMENT. This AGREEMENT completely and fully supersedes all prior oral and written understandings and agreements between the Parties with respect to those rights and responsibilities. D. Governing Law. This AGREEMENT is governed by, and construed and enforced in accordance with, the law of the State of California, without giving effect to the State's principles of conflicts of laws. E. Severability. If any clause, sentence, provision, subsection, or Section of this AGREEMENT or Exhibit to this AGREEMENT (an "Agreement Provision") is ruled illegal, invalid, nonbinding, or unenforceable by any court of competent jurisdiction, then the Parties will take the following actions: 1. Promptly meet and negotiate a substitute for the Agreement Provision and any related amendments, deletions, or additions to other provisions of this AGREEMENT, which together effect the Parties' original intent to the greatest extent allowable under Applicable Law; and 2. If necessary or desirable to accomplish preceding item 1, apply to the court that declared the invalidity for a judicial construction of the substituted Agreement Provision and any amendments, deletions, or additions to this AGREEMENT. Within ten days of County's request, Franchisee shall pay County an amount equal to the Direct Costs of the application or other amount provided in Exhibit 3A. The illegality, invalidity, nonbinding nature or unenforceability of any Agreement Provision will not affect any of the remaining provisions of this AGREEMENT, and this AGREEMENT will be construed and enforced as if the Agreement Provision did not exist. F. Interpretation. This AGREEMENT will be interpreted and construed neither for nor against either Party, regardless of the degree to which either Party participated in its drafting. Franchisee acknowledges that it determined to provide Franchise Services in the Service Area and to execute this AGREEMENT upon FRANCHISEE'S own choice and initiative. Each Party represents and warrants that it and its counsel have reviewed this AGREEMENT, and the Parties agree that no provision in this AGREEMENT will be construed against the drafting Party. SECTION 22 - COMPLIANCE WITH LAWS AND REGULATIONS A. Applicable Law. 1. Compliance. FRANCHISEE shall comply with all Applicable Laws, including (as required by 13 CCR 2021.1) all applicable air pollution control laws such as Diesel Particulate Matter Control Measure of on -road heavy-duty diesel -fueled Residential and Commercial Solid Waste Collection Vehicles set forth in 13 CCR 2020 et seq., and securing and maintaining all Permits. No obligation in this AGREEMENT may be construed to relieve FRANCHISEE of any obligations imposed by Applicable Law. 2. Referenced Provisions. References in this AGREEMENT to particular provisions or requirements of Applicable Law may not be construed to limit FRANCHISEE'S obligation to comply with all provisions of Applicable Law. Those references are intended to facilitate FRANCHISEE'S satisfaction of its Performance Obligations and COUNTY'S administration and specific enforcement of this AGREEMENT and may not be construed to constitute lack of obligation to comply with other provisions or requirements of Applicable Law not specifically referred to or cited in this AGREEMENT. If any provision of this AGREEMENT is more stringent than Applicable Law, FRANCHISEE shall comply with that provision. 3. Fines and Penalties. FRANCHISEE is solely liable for all fines and penalties that may be imposed on FRANCHISEE or may be due to FRANCHISEE'S actions, including fines and penalties that are the result of FRANCHISEE'S Violation of Applicable Law (including Permits). FRANCHISEE shall not seek reimbursement from COUNTY or Customers for any fines or penalties. 4. Contractual Obligations. Provisions of Applicable Law are incorporated in this AGREEMENT by reference as if set forth fully in this AGREEMENT as contractual obligations of FRANCHISEE to COUNTY. a. Breaches. In addition to or in lieu of prosecuting violations of those provisions as misdemeanors, infractions, or otherwise in the manner provided under Applicable Law, COUNTY may enforce those provisions in the same manner as it may enforce FRANCHISEE'S other contractual obligations under this Page 49 AGREEMENT, including specific performance and as Breaches subject to cure in accordance with Section 17A. However, COUNTY has no obligation to enforce any Applicable Law. b. Violation. Violation of Applicable Law is a Franchisee Default subject to contest as provided in item 4 of Section 17B. 5. County's Protection of Public Safety, Health, and Welfare. FRANCHISEE acknowledges that COUNTY is authorized to make all necessary and reasonable rules and regulations regarding all aspects of MSW Management Services to protect the public's health, safety, and welfare. No provision in this AGREEMENT is deemed to limit the power of COUNTY to regulate FRANCHISEE or to take any action as COUNTY deems appropriate or necessary in COUNTY'S sole and absolute discretion, under COUNTY'S police power, including to protect the public's safety, health, and welfare. 6. Compliance with Applicable Law of County. FRANCHISEE shall comply with Applicable Law of COUNTY subject to possible adjustments in the Rates in the event of Changes in Law in accordance with Section Al of Exhibit 10. B. County Child Support Compliance Program. As required by COUNTY'S Child Support Compliance Program (County Code Chapter 2.200), FRANCHISEE shall fully comply with employment and wage reporting requirements under the federal Social Security Act (42 U.S.C. § 653(a) and California Unemployment Insurance Code § 1088.5. FRANCHISEE shall implement lawfully served wage and earnings withholding orders or COUNTY Child Support Services Department notices of wage earnings assignment for child, family, or spousal support issued in accordance with California Code of Civil Procedure § 706.031 and California Family Code § 5246(b). SECTION 23 - LABOR -RELATED PROVISIONS REQUIRED IN COUNTY CONTRACTS A. Labor Code. FRANCHISEE and its agents and employees are bound by and shall comply with all applicable provisions of the California Labor Code as well as all other Applicable Laws related to labor. FRANCHISEE acknowledges that 8 hours labor constitutes a legal day's work under Applicable Law. FRANCHISEE shall require work in excess of 8 hours a day or 40 hours during anyone week only as authorized by California Labor Code § 1815. By and through its execution of this AGREEMENT, FRANCHISEE represents and warrants that it is aware of and understands the provisions of California Labor Code § 3700, which requires every employer to be insured against liability of Workers' Compensation or to undertake self-insurance in accordance with those provisions before Page 50 commencing the performance of work under this AGREEMENT and agrees to fully comply with those provisions. B. Consideration of GAIN/GROW Participants for Employment. Should FRANCHISEE require additional or replacement personnel after the Execution Date, FRANCHISEE shall give consideration for any of those employment openings to participants in COUNTY'S Department of Public Social Services' Greater Avenues for Independence (GAIN) Program or General Relief Opportunities for Work (GROW) Program who meet FRANCHISEE'S minimum qualifications for the open position. COUNTY will refer GAIN/GROW participants, by job category, to FRANCHISEE. For this purpose, "consideration" means that FRANCHISEE shall interview qualified candidates. C. Notices to Employees. 1. Regarding the Federal Earned Income Credit. FRANCHISEE shall notify its employees, and shall require each Subcontractor performing Franchise Services to notify its employees, that they may be eligible for the federal Earned Income Credit under the federal income tax laws. The notice must be provided in accordance with the requirements set forth in Internal Revenue Service Notice 1015 that FRANCHISEE has attached as Franchisee Documentation. 2. Regarding Safely Surrendered Baby Law. FRANCHISEE acknowledges that COUNTY places a high priority on the implementation of the Safely Surrendered Baby Law (SB 1368) a. Fact Sheet. FRANCHISEE shall notify and provide to its employees and shall require each Subcontractor performing Franchise Services to notify and provide to Subcontractors' employees a fact sheet regarding the Safely Surrendered Baby Law, its implementation in the COUNTY, and where and how to safely surrender a baby. FRANCHISEE shall print and make available in every facility where its employees are present, including offices and operation yards, the fact sheet that is available at www.babysafela.org. b. Poster. FRANCHISEE understands that it is COUNTY'S policy to encourage all COUNTY contractors to voluntarily post COUNTY'S "Safely Surrendered Baby Law" poster in a prominent position at the contractor's place of business. FRANCHISEE shall also encourage its Subcontractors to post this poster in a prominent position in the Subcontractors' place of business. COUNTY'S Department of Children and Family Services will supply FRANCHISEE with the poster to be used. Page 51 3. Regarding Child Support. FRANCHISEE acknowledges that COUNTY places a high priority on the enforcement of child support laws and the apprehension of child support evaders. FRANCHISEE further acknowledges that it is COUNTY'S policy to encourage all COUNTY contractors to voluntarily post COUNTY'S "L.A.'s Most Wanted: Delinquent Parents List" supplied by COUNTY in a prominent position at their place of business. D. Prohibition Against Use of Child Labor. 1. Compliance with ILO Convention Concernina Minimum Aae for Employment. FRANCHISEE shall not knowingly sell or supply to COUNTY or Customers any products, goods, supplies, or other personal property manufactured in violation of child labor standards set by the International Labor Organization through its 1973 Convention Concerning Minimum Age for Employment (the "Convention Concerning Minimum Age for Employment"). If FRANCHISEE discovers that any products, goods, supplies, or other personal property sold or supplied by FRANCHISEE to COUNTY or any Customer are produced in violation of that Convention, FRANCHISEE shall immediately provide an alternative source of supply that complies with that Convention. 2. Provide COUNTY with Records. At COUNTY'S request, FRANCHISEE shall provide documentation satisfactory to COUNTY evidencing the country or countries of origin of any products, goods, supplies, or other personal property FRANCHISEE sells or supplies to COUNTY or any Customer in connection with Franchise Services. 3. Provide COUNTY with Manufacturers' Certification. At COUNTY'S request, FRANCHISEE shall provide to COUNTY the manufacturer's certification of compliance with the Convention Concerning Minimum Age for Employment or other all -international child labor conventions. E. Nondiscrimination. 1. Employees. FRANCHISEE and its Affiliates shall employ qualified applicants and treat employees equally without regard to or because of race, color, national origin, ancestry, religion sex, age, physical or mental disability, marital status, or political affiliation and in compliance with all State of California and federal antidiscrimination laws, including in employment, upgrading, demotion, transfer, recruitment, recruitment advertising, layoff, termination, rates of pay, other forms of compensation, and selection of training (including apprenticeship). 2. Subcontractors, Bidders and Vendors. FRANCHISEE shall deal with its Subcontractors, bidders, and vendors without regard to or because of Page 52 race, color, national origin, ancestry, religion, sex, age, physical or mental disability, marital status, or political affiliation. 3. Certification. FRANCHISEE shall comply with the provisions of FRANCHISEE'S EEO Certification (Form PW -7), attached as Franchisee Documentation. 4. Inspection of Records. At COUNTY'S request, FRANCHISEE shall promptly allow COUNTY and its auditors access to FRANCHISEE'S employment records at FRANCHISEE'S Office during Franchisee Office Hours to verify compliance with the provisions of this subsection E. 5. Remedies for Discrimination. If COUNTY finds that FRANCHISEE has violated any provisions of this subsection E, that violation constitutes a Franchisee Default. While COUNTY reserves the right to determine independently that the antidiscrimination provisions of this subsection E have been violated, in addition, a determination by the California Fair Employment Practices Commission or the federal Equal Employment Opportunity Commission that FRANCHISEE has violated State of California or federal antidiscrimination laws will constitute a finding by COUNTY that FRANCHISEE has violated the antidiscrimination provisions of this subsection E. F. Safety 1. Services Safety Official. FRANCHISEE shall designate in Franchisee Documentation a Services Safety Official who shall be thoroughly familiar with FRANCHISEE'S Injury and Illness Prevention Program (IIPP) and Code of Safe Practices (CSP). FRANCHISEE shall ensure that the Services Safety Official is available at all times Franchise Services are provided to abate any potential safety hazards. FRANCHISEE shall give the Services Safety Official the authority and responsibility to cease performing any service if necessary to abate any potential safety hazard. If FRANCHISEE fails to designate or make available the Services Safety Official, COUNTY may direct the Franchise to cease providing Franchise Services at no cost to COUNTY until FRANCHISEE is in compliance with this Section. 2. Safety Responsibilities. FRANCHISEE is responsible for the safety of equipment, material, and personnel under FRANCHISEE'S control or authority during performance of Franchise Services. FRANCHISEE is solely responsible for ensuring that all work performed under this AGREEMENT is performed in strict compliance with all Applicable Laws with respect to occupational safety regulations. FRANCHISEE shall provide at its expense all safeguards, safety devices, protective equipment, and shall take all actions appropriate to providing a safe job environment. Page 53 G. COUNTY Lobbyists. FRANCHISEE and each COUNTY lobbyist or County lobbying firm as defined in County Code § 2.160.010, retained by Franchisee shall fully comply with the County Lobbyist Ordinance. SECTION 24 - EXECUTION OF AGREEMENT A. Execution in Counterparts. This AGREEMENT, including dated signatures on amended Exhibits and attachments to those Exhibits, may be signed in any number of original counterparts. All counterparts constitute but one and the same agreement. B. Authority to Execute. COUNTY warrants that the individual signing this AGREEMENT has been duly authorized by COUNTY to sign this AGREEMENT on behalf of COUNTY and has the full right, power, and authority to bind COUNTY to this AGREEMENT. FRANCHISEE warrants that the individual signing this AGREEMENT below has been duly authorized by FRANCHISEE to sign this AGREEMENT on behalf of FRANCHISEE and has the full right, power, and authority to bind FRANCHISEE to this AGREEMENT. Page 54 IN WITNESS WHEREOF, COUNTY has by order of its Board of Supervisors caused this AGREEMENT to be signed by the Acting Director of Public Works, and FRANCHISEE has caused this AGREEMENT to be signed by its duly authorized officers, as of the date first written above. APPROVED AS TO FORM: RAYMOND G. FORTNER, JR. County Counsel f� Deputy COUNTY OF LOS ANGELES By ��X cting Dirert� ublic Works NAME O N ISE Ct'd BEHALF oN BERM Page 55 J State of California County„,off, Los I` n�n r On 1�(� 114-/ �•�a�before me, --,�F%tkc lbbl /VO z P6l G Date HeM Ince Name and I HeDIUMMIM personally appeared w t chad i Place Notary Seal Above who proved to me on the basis of satisfactory evidence to be the person(s) whose name(joi aKsubscribed to the within instrument and acknowPtist ed to me that he It1�7th�(executed the mei /tfiir authorized capacity(ies), and that by Ir ignature(s) on the instrument the person(s), or the y uponbehalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNESS my hand and offici I seal. Signature L019L Signa re of Notary Pudic OPTIONAL � Though the information below is not required bylaw, it may prove valuable to persons relying on the document and could prevent fraudulent removal and reattachment of this form to another document. Description of Attached Document Title or Type of Document: Document Date: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signer's Name: ❑ Individual ❑ Corporate Officer—Title(s): ❑ Partner —❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee / ❑ Guardian or Col ❑ Other: Signer Is Representing: Number of Pages: Individual ❑ Corporate Officer — Title(s): ❑ Partner — ❑ Limited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator ❑ Other: Signer Is Representing: RIGHTTHUMBPRINT OF SIGNER 'VG' 1' iv2'ev `N ✓G�.LC✓.G�G'v'✓' -dS L'✓ 'VG'VG�.S'✓�`d `eNG\V.4�-�G V�v'VG(�.+`✓ 'VG'VG V, ✓'14' 1 I 11r, Page 55.1 ACTION BY UNANIMOUS WRITTEN CONSENT OF BOARD OF DIRECTORS OF BURRTEC WASTE INDUSTRIES, INC. a California corporation We are all of the directors of BURRTEC WASTE INDUSTRIES, INC., a California corporation. We hereby consent to and adopt the following resolution effective January 1, 2008. Authorization to Michael Arrequin to Execute Documents RESOLVED, that Michael Arreguin, Vice President of this corporation, is hereby authorized to execute all contracts on behalf of the President and Secretary, that this corporation has with or submits to the County of Los Angeles relating to exclusive franchises for refuse, recyclables and green waste automated cart services, and that all such writings upon being executed by Michael Arreguin shall be binding upon this corporation. if counterparts, and the counterparts taken strument. Page 55.2 Franchisee Services and Service Specifications — EXHIBIT 3A EXHIBIT 3A - FRANCHISE SERVICES AND SERVICE SPECIFICATIONS A. Provisions Cross -Referenced in the Body of AGREEMENT. The following provisions are referenced in the body of this AGREEMENT and provided in this Exhibit: 1. COUNTY does not grant to FRANCHISEE any additional exclusive rights and privileges. 2. Section 1133 Collection of Solid Waste in Bins at Residential Premises. This Franchise excludes the following right and privilege: none, other than the exclusions provided in Section 1 B. 3. Section 2A Termination Date. The Termination Date is October 31, 2015. The Acting Director in his or her sole discretion may extend the Termination Date for up to three one-year periods after Notice to FRANCHISEE no later than 90 days before the Termination Date. FRANCHISEE acknowledges that in exercising its option to extend the Termination Date, COUNTY need not consider whether any Service Assets are not fully depreciated as of the Termination Date and that FRANCHISEE invested in and depreciated those Service Assets in FRANCHISEE'S sole discretion. 4. Section 4C Non -Collection Notice item 8. FRANCHISEE observes the presence of Manure in a Refuse Container. 5. Section 4E Exceptions to Performance Obligations. The Parties agree to the following exceptions to Performance Obligations described in Sections 1 through 24 of this AGREEMENT: none. 6. Section 7B Telephone Service. The Parties agree to the following additional service obligations: a. FRANCHISEE shall use Reasonable Business Efforts to broadcast public education messages to Customers while they are placed on hold waiting to talk to a Customer service representative; b. FRANCHISEE shall require no more than two recorded options on a telephone tree before the Customer speaks to a live Customer service representative (for example, English/Spanish and residential/commercial service choices); and C. FRANCHISEE shall answer the telephone within five rings. Upon the Acting Director's determination that the telephone is not answered within five rings based on at least three calls within one week or ten calls within one month made and certified by the Page 56 Franchisee Services and Service Specifications - EXHIBIT 3A Acting Director, the Acting Director may require that FRANCHISEE install additional telephone lines, hire additional operators and make other Customer service improvements without increasing Rates. 7, Section 7C Bilingual. FRANCHISEE shall respond to Customers in English and Spanish, as the Customer requests. 8. Section 15 Amount of Performance Assurance. FRANCHISEE shall provide performance assurance for Santa Clarita Valley in the amount of $1,048,150. 9. 19A Actina Director's Consent to Transfer. The Acting Director may condition consent to any Transfer, other than an Assignment to an Affiliate, on FRANCHISEE'S payment to COUNTY of $5.00 per Customer. 10. percent. B. General Specifications. 1. FRANCHISEE'S share is FRANCHISEE shall begin Collection on November 1, 2008, and Collect from all Customers during the succeeding week. Franchise shall Collect only between the hours of 6 a.m. and 6 p.m., Monday through Saturday, except that FRANCHISEE may Collect from Commercial Premises that are not located within 500 feet of Residential Premises at other times agreed to between FRANCHISEE and the Commercial Customer in accordance with the County Code, including § 12.08.520 Refuse Collection Vehicles. FRANCHISEE shall use Reasonable Business Efforts to adjust the early morning start point of Collection routes to address and minimize Customer complaints. FRANCHISEE shall Collect from Premises that were scheduled for Collection on a Holiday on the day before or after the scheduled Service Day that is a Holiday, and shall Collect from all other Premises in the Service Area on their regularly scheduled Collection day or one day later than their regularly scheduled Collection day. FRANCHISEE shall indicate the option it has selected in Franchisee Documentation. FRANCHISEE shall pay liquidated damages for Breach under this subsection B1 in accordance with Exhibit 18D2 Liquidated Damages. 2. Waste Diversion Program. FRANCHISEE shall develop and implement a Waste Diversion Program for all Residential Premises and Multifamily Premises, including Collection of Recyclables, Green Waste, Bulky Items, E -waste and LEDs; Customer education and outreach; Record keeping; and submission of Reports. FRANCHISEE shall include a copy of its Page 57 Franchisee Services and Service Specifications — EXHIBIT 3A program in Franchisee Documentation. The Waste Diversion Program must include, at a minimum, all of the following items: a. Customer Recyclables Diversion Education Program. As part of its Waste Diversion Program, FRANCHISEE shall develop and implement a Customer educational program to maximize Diversion of Recyclables, Green Waste, Bulky Items, E -waste and CEDs. The Customer educational program must include, at a minimum, all of the following items: (i) Recycling and Diversion goals, including method and calculations used and measures that will be used to determine how successful FRANCHISEE is in meeting its waste diversion goals; (ii) Identifying Recycling and Diversion strategies and Customer options, including efforts to increase participation of Customer food retailers; (iii) Establishing program tasks, such as meeting with managers of Multifamily Premises, visiting schools, speaking at Chambers of Commerce, informing Customers of on-line recycling and diversion information sites, and mailing quarterly newsletters; (iv) Timetable for program implementation; and (v) Developing and distributing literature in the form of fliers, cards, stickers, or otherwise as FRANCHISEE determines to be the most effective means of increasing Recycling and Diversion by Customers. FRANCHISEE shall use Reasonable Business Efforts to participate in other promotional activities to increase Diversion, including participation in local fairs, parades and civic events. b. Distribution of Promotional Materials. At least once each calendar year, FRANCHISEE shall distribute flyers, pamphlets, brochures, or other written information describing FRANCHISEE'S Recyclables services and other opportunities for Customers to reduce, reuse, recycle, and divert Solid Waste. FRANCHISEE shall submit the materials to COUNTY at least one month before mailing them for COUNTY review and approval. FRANCHISEE may combine this distribution with its Customer outreach for the Unpermitted Waste Screening Protocol as provided in Section 6E. Page 58 Franchisee Services and Service Specifications - EXHIBIT 3A C. Diversion. FRANCHISEE shall use Reasonable Business Efforts to Divert all materials that it Collects in accordance with this subsection B2, including the following: Holiday trees that it Collects in accordance with subsection F1; Bulky Items and excess Solid Waste, E -waste and CEDs that it Collects in accordance with subsection F2; and iii. Refuse and Recyclables that it Collects at special events in accordance with subsection F3. FRANCHISEE shall transport those materials only to the facility or facilities, including Solid Waste Facilities, that FRANCHISEE has designated in Franchisee Documentation for Recycling, Processing, or Diversion and shall Dispose of those materials that it does not Divert to the Solid Waste Facility that FRANCHISEE designates in Franchisee Documentation for Disposal. FRANCHISEE shall pay liquidated damages for Breach under this subsection F6 in accordance with Exhibit 18D2 Liquidated Damages. 3, Containers. FRANCHISEE shall pay liquidated damages for Breach under this subsection B3 in accordance with Exhibit 18D2 Liquidated Damages. a. Delivery and Exchanges. Within seven days after receiving a Customer's request for commencement or changes in Collection of Refuse, Recyclables, Green Waste, or Manure, FRANCHISEE shall deliver Containers of the Customer's requested capacity or replace existing Containers with substitute Containers of the Customer's requested capacity. b. Removal. On a regularly scheduled Collection day, no later than 8 days after receiving notice from a Customer to discontinue Collection in accordance with the Customer's rights under a Subscription Order, FRANCHISEE shall remove its Containers from the Customer's Premises. C. Repair and Replacement. FRANCHISEE shall repair or replace Containers on or before the next Service Day after COUNTY'S or a Customer's request for repair or replacement, including providing and maintaining operable lids. FRANCHISEE shall repair or replace Containers, including Containers that are stolen, without surcharge, except that if the Customer does not report the theft of a Page 59 Franchisee Services and Service Specifications - EXHIBIT 3A Container to the police, FRANCHISEE may charge the Customer the actual cost of replacement. d. Specifications. FRANCHISEE shall procure, provide to Customers, maintain, and Collect using fully automated, wheeled Carts having the specifications described in Franchisee Documentation and without surcharge to Customers unless otherwise provided on the Rate Schedule. Reference in this AGREEMENT to "96 gallons" includes substantially similar capacity upon approval of the Acting Director. e. Upright. FRANCHISEE shall return Carts upright. f. Inventory. FRANCHISEE shall maintain a Cart inventory of at least 10% of the total number of Carts of each type and capacity provided to all Customers. g. Graffiti. FRANCHISEE shall remove graffiti from Containers within 5 days (weekends excepted) of identification by FRANCHISEE or oral or written notice by COUNTY or a Customer or, if the graffiti is comprised of pictures or written obscenities, within 48 hours (weekends excepted). h. Alternatives to Fully Automated 96-Ga//on Carts. In place of fully automated 96 -gallon Carts, FRANCHISEE may Collect Refuse, Recyclables and/or Green Waste in the type of Containers and in the manner described in Franchisee Documentation, at any Premises that is difficult to service with automated collection Vehicles if approved by the Acting Director, or at any Premises if requested by the Customer. FRANCHISEE shall provide the alternative Containers having the same aggregate capacity, as FRANCHISEE would have provided to that Customer in Carts for the Rate surcharge provided in the Rate Schedule. i. In -ground Containers. If a Customer requests Refuse Collection from in -ground Containers, FRANCHISEE shall Collect the Refuse from those in -ground Containers for the same Customer Service Charges applicable to the number of 96 -gallon Refuse Carts that FRANCHISE would have to provide to Collect the same volume of Refuse discarded in the in -ground Containers, but not less than a minimum amount equal to basic service as provided on Attachment 2 to Exhibit 10. For example, if the in -ground Container has a capacity of approximately 35 gallons, FRANCHISEE shall charge the same amount as for basic service for a 96 -gallon Refuse Cart as provided on Attachment 2 to Exhibit 10. For example, if the in -ground Page 60 Franchisee Services and Service Specifications - EXHIBIT 3A Containers have an aggregate capacity of approximately 150 gallons, FRANCHISEE shall charge for that basic service for a 96 - gallon Refuse Cart plus the surcharge for an additional 96 gallon Refuse Cart, as provided on Attachment 2 to Exhibit 10. j. Alternatives to 96 -Gallon Carts due to Space Restrictions. If a Customer requests Containers other than 96 -gallon Carts due to space restrictions for Cart storage or at the Set -Out Site, FRANCHISEE shall provide the type of Containers and method of Collection described in Franchisee Documentation. FRANCHISEE shall provide alternative Containers having the same aggregate capacity as FRANCHISEE would have provided to that Customer in Carts, without Rate discount or surcharge, if the Customer requests the same aggregate capacity. k. 32 -Gallon Cart Alternatives to 96 -Gallon Carts for elderly. If an elderly Residential Customer described in Subsection G requests a 32 -gallon Cart, FRANCHISEE shall provide a 32 -gallon Cart so long as the elderly Customer can dispose of all or his or her Refuse inside the 32 -gallon Cart and does not commingle Refuse in his or her Recyclables or Green Waste Carts. 4. Vehicles. Vehicles used for Collection must be fully automated unless permitted in subsection 133h. 5. Subcontractors. FRANCHISEE shall not engage any Subcontractor in an amount exceeding $50,000 for any individual Subcontractor without prior COUNTY approval of the Subcontract and Subcontractor. FRANCHISEE is responsible for directing the work of FRANCHISEE'S Subcontractors and any compensation due or payable to FRANCHISEE'S Subcontractors is the sole responsibility of FRANCHISEE. FRANCHISEE shall remove any approved Subcontractor for good cause at COUNTY'S request. FRANCHISEE shall identify all Subcontractors in Franchisee Documentation. In its Annual Report, FRANCHISEE shall disclose to COUNTY the name of all Subcontractors, the amount of Goods or Services that each Subcontractor provides to FRANCHISEE, and a description of FRANCHISEE'S relationships to each Subcontractor (including ownership interests). 6. Routing and Container Placement. FRANCHISEE shall provide to the Acting Director route maps and schedules indicating the day and approximate time of day (morning or afternoon) of Collection and Customers' names and addresses. FRANCHISEE shall schedule Collection one to two Service Days before streets are swept as provided in COUNTY'S schedule for street sweeping in the Service Area unless otherwise approved by the Acting Director. For the convenience of the Parties, COUNTY'S current street sweeping schedule is attached as Page 61 Franchisee Services and Service Specifications - EXHIBIT 3A Exhibit 1, and the schedule may be amended by COUNTY after the Execution Date. Franchise shall use Reasonable Business Efforts to implement the Acting Director's requests for route and schedule changes. FRANCHISEE shall return empty Containers to their Set -Out Sites or site nearest Set -Out Site that does not impede pedestrian or vehicular traffic. The Set -Out Site must be located at the curb or as otherwise provided in County Code § 20.72.100. 7. Collection Frequency. In order to protect the public health and safety and control the spread of vectors, FRANCHISEE shall Collect all Refuse at least once per week. C. Refuse Collection, Transportation, and Disposal. 1. Scope of Franchise Services and Specifications. FRANCHISEE shall arrange to provide for fully automated Collection, transportation and Disposal of Refuse discarded by any Customer that requests FRANCHISEE to Collect its Refuse in Carts and agrees to pay Customer Service Charges. FRANCHISEE shall provide to each of those Customers the following for Collection of Refuse: a. One 96 -gallon Cart without surcharge; and b. At the Customer's request, any number of additional 96 -gallon Carts for the surcharge provided on the Rate Schedule. FRANCHISEE shall Collect, transport and Dispose of Refuse discarded in tagged bags set next to a Customer's Refuse Cart without surcharge. Within one week of Customer request, FRANCHISEE shall provide that Customer two tags per Contract Year, substantially in the form included in Franchisee Documentation. 2, FRANCHISEE -Designated Solid Waste Facility. FRANCHISEE shall transport Refuse only to the Solid Waste Facility or Facilities that FRANCHISEE has designated in Franchisee Documentation for Disposal. FRANCHISEE shall use Reasonable Business Efforts to designate a Solid Waste Facility or Facilities that utilizes Conversion technology or provides feedstock to Conversion facilities. FRANCHISEE shall pay liquidated damages for Breach under this subsection C2 in accordance with Exhibit 18D2 Liquidated Damages. 3. Manure. FRANCHISEE shall arrange to provide fully automated Collection, transportation and Disposal of Manure discarded by the Customer for whom Franchisee provides Collection of Refuse, on the day or days agreed with Customer, at least weekly, in each of the following events: Page 62 Franchisee Services and Service Specifications - EXHIBIT 3A a. the Customer requests that Franchise Service, or b. FRANCHISEE (1) observes manure discarded in that Customer's Refuse Container; (2) provides a Non -Collection Notice required under Section 4C9, explaining that Customer cannot discard Manure in Refuse Containers and must subscribe to Containers for discard of manure; and (3) subsequently again observes Manure discarded in that Customer's Refuse Container. FRANCHISEE shall provide to that Customer a 64 -gallon Cart (or other capacity Cart approved by the Acting Director) for Collection of Manure and upon Customer request, additional 64 -gallon Cart or Carts for the Customer Service Charges provided on the Rate Schedule. At the request of any Customer, Franchisee shall provide roll-out, carry- out or push services described in subsection G with respect to Green Waste Carts containing Manure. However, Franchisee may charge a surcharge for these services as provided in the Rate Schedule regardless of whether the Customer is Elderly or Handicapped as defined in Subsection G. FRANCHISEE'S fees, charges, and other compensation from providing Franchise Services to Premises with respect to Manure is included in the calculation of the Franchise Fee under Section 1 D. D. Recyclables Collection, Transportation, Processing and Diversion. 1. Scope of Franchise Services and Specifications. FRANCHISEE shall arrange to provide for fully automated Collection, transportation, processing and marketing of Recyclables discarded by any Customer for whom FRANCHISEE provides Collection of Refuse on the same day that FRANCHISEE Collects the Refuse. If FRANCHISEE Collects Refuse from in -ground Containers, FRANCHISEE shall Collect Recyclables as provided in its Waste Diversion Program, without surcharge to the Customer. FRANCHISEE shall provide to each of those Customers the following for Collection of Recyclables: a. One 96 -gallon Cart and, at the Customer's request, one additional 96 -gallon Cart (for a total of two 96 -gallon Carts) without surcharge; and b. At the Customer's request, any number of additional 96 -gallon Carts for the surcharge provided on the Rate Schedule. FRANCHISEE may not reduce Customer Service Charges for Customers that do not discard Recyclables. Page 63 Franchisee Services and Service Specifications — EXHIBIT 3A 2. FRANCHISEE -Designated Facility. FRANCHISEE shall transport Recyclables only to the facility or facilities that FRANCHISEE has designated in Franchisee Documentation for Recycling, Processing or Diversion, including Solid Waste Facilities, materials brokers and beneficiators. FRANCHISEE shall pay liquidated damages for Breach under this subsection D2 in accordance with Exhibit 18D2 Liquidated Damages. 3. Purchase of Recyclables. FRANCHISEE'S obligation to provide Recyclables services described in this Section D does not preclude FRANCHISEE from purchasing Recyclables from its Customers separate from Franchise Services. 4. Scavenging of - Discouragement. Disposal site or transformation facility, except for: FRANCHISEE shall use Reasonable Business Efforts to enforce anti -scavenging laws, including the following: a. Instituting civil actions against a Person alleged to have violated California Public Resources Code § 41950 for treble damages, as measured by the value of the material removed, or a civil penalty of not more than $1,000.00, whichever is greater, for each unauthorized removal, in accordance with California Public Resources Code § 41953; and b. Taking actions under County Code § 20.72.196 to discourage Scavenging. 5. Prohibition on Mixina Recvclables and Green Waste with Refuse or Disposing of Recyclables or Green Waste. Unless FRANCHISEE is obligated under this AGREEMENT to process Refuse for recovery of Recyclables, or unless as otherwise approved by the Acting Director, FRANCHISEE shall not: a. Mix Recyclables or Green Waste that it Collects with Refuse; or b. Dispose of Recyclables or Green Waste that it Collects in a Disposal site or transformation facility, except for: (i) Incidental amounts of Recyclables or Green Waste that a Customer commingles with discarded Refuse; (ii) Green Waste used as alternate daily cover that is considered Diversion; or (iii) Contaminated Recyclables or Green Waste that cannot be Diverted using Reasonable Business Efforts as long as FRANCHISEE has previously exercised Reasonable Page 64 6. Franchisee Services and Service Specifications — EXHIBIT 3A Business Efforts to provide Customer education with respect to reducing that contamination. FRANCHISEE shall pay liquidated damages for Breach under this subsection D5 in accordance with Exhibit 18D2 Liquidated Damages. FRANCHISEE may transport residual Solid Waste remaining after processing at Solid Waste Facilities to maximum possible recovery levels and Diversion to facilities other than the Solid Waste Facility or Facilities that FRANCHISEE designates for Disposal in Franchisee Documentation. However, FRANCHISEE shall use Reasonable Business Efforts to Divert or provide for the Diversion of residual Solid Waste remaining after processing at a materials recovery facility at Conversion facilities. Contamination Audits. a. Initial. Within the first six months of commencing Franchise Services, Franchise shall check all Customers' Recyclables Containers and Green Waste Containers) once to ascertain whether Customers are discarding only Recyclables in their Recyclables Containers and only Green Waste in Green Waste Containers. Checking must include, at a minimum, manually opening the lid of Carts or Bins and visually inspecting the contents of the Cart or Bin to identify contamination. b. Annual Spot Checks. After the first six months of commencing Service, Franchise shall check Recyclables Containers of 20 percent of its Customers annually on a rotating basis, such that all Customers' Recyclables Containers are spot checked at least once every five years. C, Non -Collection Notices. If FRANCHISEE observes materials other than Recyclables during an initial or spot check, it shall not Collect that Container and it shall leave a Non -Collection notice at the Premises. d. Follow -Up. Within two months, FRANCHISEE shall recheck Containers set out at Premises that received a Non -Collection notice. e. Reports. In its Monthly Report FRANCHISEE shall summarize the results of its spot checks. Additional Spot Checks. After the first six months of commencing Service if the Acting Director determines that Customers are discarding a significant amount their Recyclables Containers or Page 65 of Refuse and/or Green Waste in Refuse and/or Recyclables in their Franchisee Services and Service Specifications — EXHIBIT 3A Green Waste Containers, then the Acting Director may direct FRANCHISEE to check additional Containers and leave Non - Collection notices as provided in subsection D6c. E. Green Waste Collection, Transportation, Processing, and Diversion. 1. Scope of Franchise Services and Specifications. FRANCHISEE shall arrange to provide for fully automated Collection, transportation, processing and marketing of Green Waste discarded by any Customer for whom FRANCHISEE provides Collection of Refuse on the same day that FRANCHISEE Collects the Refuse. If FRANCHISEE Collects Refuse from in -ground Containers, FRANCHISEE shall Collect Green Waste as provided in its Waste Diversion Program, without surcharge to the Customer. FRANCHISEE shall provide to each of those Customers the following for Collection of Green Waste: a. One 96 -gallon Cart and, at the Customer's request, one additional 96 -gallon Cart (for a total of two 96 -gallon Carts) without surcharge; and b. At the Customer's request, any number of additional 96 -gallon Carts for the surcharge provided on the Rate Schedule. In addition, FRANCHISEE shall Collect, up to four times each year without surcharge, Green Waste that a Customer discards in bags at the Set -Out Site on that Customer's next regularly scheduled Collection day after 24 hours advance notice by the Customer or other date agreed to between that Customer and FRANCHISEE. FRANCHISEE may not reduce Customer Service Charges for Customers that do not discard Green Waste. 2. FRANCHISEE -Designated Facility. FRANCHISEE shall transport Green Waste only to the facility or facilities that FRANCHISEE has designated in Franchisee Documentation for Recycling, Processing or Diversion, including Solid Waste Facilities. FRANCHISEE shall pay liquidated damages for Breach under this subsection E2 in accordance with Exhibit 18D2 Liquidated Damages. F. Special Services. FRANCHISEE shall provide the Services prescribed in this Section F without surcharge to Customers or charge to COUNTY except for subsection F2d Additional On -Call Pickup with Surcharge. 1. Holiday Tree Collection. During the period beginning December 26 and ending January 14, or another period established by COUNTY not to exceed three weeks, and at a Customer's request, FRANCHISEE shall Collect, transport, process, and Divert all holiday trees, such as Christmas Franchisee Services and Service Specifications - EXHIBIT 3A trees and Hanukkah bushes stripped of ornaments, garlands, tinsel, flocking, and stands, placed for Collection at the Set -Out Site, on or before the Customer's next regularly scheduled Collection day. 2. Bulky Items, Excess Solid Waste, E -waste and CEDs Collection. a. Annual Curbside Cleanup Event. FRANCHISEE shall Collect unlimited amounts of Residential Customers' Bulky Items, excess Solid Waste, E -waste and CEDs discarded at each Set -Out Site once each calendar year on a day approved by COUNTY, after no less than two weeks advance written notice to Residential Customers, without surcharge. b. Two On -Call Pickups Per Year without Surcharge for Residential Customers. In addition to the annual curbside cleanup event described in subsection F2a, FRANCHISEE shall Collect twice each calendar year unlimited amounts of Residential Customers' Bulky Items, E -waste and/or CEDs discarded at the Set -Out Site of a Residential Customer on that Customer's next regularly scheduled Collection day after 24 hours advance notice by the Customer or other date agreed to between that Customer and FRANCHISEE, without surcharge. C, Four On -Call Pickups Per Year without Surcharge for Multifamily Customers. FRANCHISEE shall Collect four times each calendar year a maximum of two items per pickup of Multifamily Customers' Bulky Items, E -waste and/or CEDs discarded at the Set -Out Site of a Multifamily Customer on that Customer's next regularly scheduled Collection day after 24 hours advance notice by the Customer or other date agreed to between that Customer and FRANCHISEE, without surcharge. d. Additional On -Call Pickup with Surcharge. In addition to Collection described in subsections F2a and b, at the request of a Residential Customer in excess of twice annually, as provided in subsection F2b, or at the request of a Multifamily Customer in excess of four times annually, as provided in subsection F2c, on 24 hours advance notice, FRANCHISEE shall Collect unlimited amounts of that Customer's Bulky Items, E -waste and CEDs discarded at that Customer's Set -Out Site on that Customer's next regularly scheduled Collection day or other date agreed to between that Customer and FRANCHISEE at surcharges for additional calls listed on the Rate Schedule and surcharge for items listed in Franchisee Documentation. e. Number of Workers. FRANCHISEE shall supply at least two workers for each Collection Vehicle during the annual curbside Page 67 Franchisee Services and Service Specifications - EXHIBIT 3A Cleanup event described in subsection F2a. FRANCHISEE shall also supply at least two workers for each Collection Vehicle dispatched for on-call pickup described in subsections F2b, c and d unless FRANCHISEE determines at the time a Customer orders on-call pickup that the Customer's discarded Bulky Items will not require at least two workers to load them safely onto the Collection Vehicle. f. Required Registrations and Permits. FRANCHISEE shall secure and maintain valid waste and used tire hauler registration therefor in accordance with California Public Resources Code § 42950 et seq. and any Permit required by Applicable Law for handling CEDs. FRANCHISEE shall transport tires to and Dispose of them at a facility authorized and permitted in accordance with Applicable Law to accept tires. FRANCHISEE shall comply with all applicable regulations governing the recovery of ozone-depleting refrigerants during the Disposal of air conditioning or refrigeration equipment, including 40 C.F.R. Part 82. g. Annual Customer Notice. At least annually, FRANCHISEE shall provide Customers notice of available Franchise Services for Collection of Bulky Items, excess Solid Waste, E -waste and CEDs, and FRANCHISEE'S charges for those Franchise Services. h. FRANCHISEE -Designated Facility. FRANCHISEE shall transport Bulky Items, E -waste and CEDs only to the facility or facilities that FRANCHISEE has designated in Franchisee Documentation for Recycling, Processing or Diversion, including Solid Waste Facilities. FRANCHISEE shall pay liquidated damages for Breach under this subsection F2 in accordance with Exhibit 18D2 Liquidated Damages. 3. Special Events Cleanup Services. At the Acting Director's request, FRANCHISEE shall provide Bins or portable containers in type, number, and capacity (such as up to 80 cubic yards) specified by the Acting Director for discards of Solid Waste (including Bulky Items), E -waste and CEDs at each of up to four community cleanup projects or public events located throughout the Service Area during any 12 -month period. FRANCHISEE shall Collect filled Bins or portable containers immediately and partially full Bins or portable containers no later than the day after the termination of the project or event. FRANCHISEE shall provide all the necessary labor, vehicles, Bins or portable containers and other equipment, and materials or supplies (such as plastic bags in portable containers). 4. Vehicle Billboards. FRANCHISEE shall equip Vehicles on at least one side with frames capable of securing signs measuring 29 3/16 inches by Franchisee Services and Service Specifications - EXHIBIT 3A 93 3/16 inches or other dimension approved by the Acting Director. FRANCHISEE shall prepare and install signs promoting Recycling, Diversion and safe handling of Unpermitted Waste, with text, graphics and design approved by the Acting Director. G. Roll -Out Services. FRANCHISEE shall manually provide Cart roll-out, carry -out or push services for all or a portion of Collection at the request of any Residential or Multifamily Customer for the surcharge provided in the Rate Schedule. These services include the following: 1. Dismounting from the Collection Vehicle, moving Containers from their storage location to the Collection Vehicle and returning them to their storage location; and 2. Carrying Bulky Items from adjacent to a dwelling out to the curb. FRANCHISEE shall provide these services without additional charge or surcharge to Residential Customers who are elderly or disabled and who meet both of the following qualifications: 1. The Customer is a head of household as evidenced by his or her name on utility or telephone bills for the involved premises, and 2. The Customer certifies that there is no able-bodied individual in the Customer's household who can roll out Carts to the curb. As used in this Exhibit and in Attachment 2 to Exhibit 10, "elderly" means age 62 or older as evidenced by a driver's license or other document issued by a governmental entity, and "disabled" means Customers who suffer from a disability as evidenced by a letter from their medical physician. FRANCHISEE shall describe the Customer's storage location in that Customer's Subscription Order. H. Senior Discount. FRANCHISEE shall provide 25 percent discounts in Customer Service Charges to elderly Residential Customers meeting all of the following requirements: 1. The Customer is age 62 or older as evidenced by a driver's license or other document issued by a governmental entity; 2. The Customer is a head of household as evidenced by his or her name on utility or telephone bills for the involved premises; and 3. The Customer either (1) qualifies for discounted utility rates based on financial need (such as those referred to as "life -line" rates) as evidenced by water, power, or telephone bill for the involved premises, or (2) generates small amounts of waste and uses 32 -gallon containers. Franchisee Services and Service Specifications — EXHIBIT 3A Transition Roll -Out Plan. FRANCHISEE shall provide a start-up transition and Cart roll-out plan, including both time line and tasks, such as: 1. Ordering Vehicles and/or Containers; 2. Vehicle and/or Container delivery from manufacturer; 3. Container (such as Cart) assembly; 4. Distributing Containers to Customers; 5. Public outreach and education activities; 6. Determining routes; 7. Training route drivers; 8. Collecting old Containers; 9. Commencement date of Collection. FRANCHISEE shall use its best efforts to cooperate and work with providers of MSW Management Services before the date that FRANCHISEE commences Collection as provided in Section B1 of this Exhibit in order to ensure a smooth transition. Prior to that commencement date, Franchisee shall use its best efforts to provide MSW Management Services to Customers who do not receive MSW Management Services from other providers. J. FRANCHISEE Commitments Made in Its Proposal to COUNTY for Procurement of This AGREEMENT. FRANCHISEE shall fully and timely satisfy any additional Performance Obligations set forth in item 20 of Section B of Exhibit 3D. K. MSW Management Services to Residential Premises and Multifamily Premises in Bins. This Franchise does not prohibit FRANCHISEE from executing separate agreements with any Customer to provide MSW Management Services in Bins to Residential Premises for any Residential Customers and to Multifamily Premises for any Multifamily Customers who request FRANCHISEE to provide Bins for Refuse (including source -separated manure), Recyclables and/or Green Waste. In that event: 1. FRANCHISEE shall also provide all other Franchise Services (except Collection of Refuse, Recyclables, or Green Waste, as the case may be in Bins) to that Customer, including Collection of Recyclables and Green Waste and Customer service, in accordance with this AGREEMENT, without surcharge; and Page 70 Franchisee Services and Service Specifications - EXHIBIT 3A 2. FRANCHISEE shall enter into a commercial franchise with COUNTY, if required in the Service Area. Page 71 Franchisee Services and Service Specifications — EXHIBIT 3A ATTACHMENT 1 - SERVICE AREA AND STREET SWEEPING SCHEDULE (Section 66) [INSERT APPROVED MAP OF SERVICE AREA AND SCHEDULE HERE] Page 72 *<r I � � e»;\ � ss9xa� maCmSn§«r§� w Lzwa%L L.,II §a»2rG m Franchisee Services and Service Specifications — EXHIBIT 3A 7. SUBCONTRACTORS, including Subcontractors' names, the amount of Goods or Services that each Subcontractor provides to FRANCHISEE, and a description of FRANCHISEE'S relationships to each Subcontractor, including ownership interests; but excluding COUNTY -approved Subcontractors (Section B5 of Exhibit 3A). COUNTY Consent Required, 1. FORM OF NON -COLLECTION NOTICE including any Green Waste exclusions (Section 4C). 2. FORM OF SUBSCRIPTION ORDER (Section 4D), including form of any waiver of liability (Section 4B) and form of any indemnification (Section G of Exhibit 3A) SUBSCRIPTION ORDER SUMMARY (Section 4D) 3, UNPERMITTED WASTE SCREENING PROTOCOL (Section 6; Section F4 of Exhibit 3A). 4. OFFICE address (Section 7A) and Franchisee Office Hours. 5. ACKNOWLEDGMENT of receipt of fact sheets relating to form of Non-employee Injury Report (Section 14133) and Safely Surrendered Baby Law (Section 23C2). 6, INSURANCE AND PERFORMANCE ASSURANCE (Sections 14 and 15). 7. INTERNAL REVENUE SERVICE NOTICE 1015 (Section 23C1). 8, FRANCHISEE'S EEO CERTIFICATION (FORM PW -7) (Section 23E3). 9, WASTE DIVERSION PROGRAM, including Customer Recyclables Diversion Education Program (Sections B2 and F4 of Exhibit 3A). 10. ALTERNATIVES TO FULLY AUTOMATED OR 96 -GALLON CARTS (Sections 133h, 133i, and B3j of Exhibit 3A). 11. COUNTY -APPROVED SUBCONTRACTORS, including Subcontractors' names, the amount of Goods or Services that each Subcontractor provides to FRANCHISEE, and a description of FRANCHISEE'S relationships to each Subcontractor, including ownership interests (Section B5 of Exhibit 3A). 12. ADDITIONAL FRANCHISEE COMMITMENTS MADE IN ITS PROPOSAL FOR PROCUREMENT OF THIS AGREEMENT (Section J of Exhibit 3A). 74 Franchisee Services and Service Specifications — EXHIBIT 3A EXHIBIT 3D - FRANCHISEE DOCUMENTATION [All documentation listed below to be attached to AGREEMENT as Exhibit 3D] A. Notice to COUNTY Required. 1. FRANCHISEE'S PERMIT AND PERMIT APPLICATION, including all permits required by the County Code (such as a waste collector permit from the Los Angeles County Department of Health Services) or other Applicable Law. 2, INVENTORY OF SERVICE ASSETS, including all documents that encumber or limit FRANCHISEE's interest in Service Assets as described in Section 16A3b, including identifying serial numbers on Carts promptly upon acquisition. CART SPECIFICATIONS, including cart capacity options, container color, manufacturer's orders and invoices, label content and placement (Section 6D; Section 133d of Exhibit 3A). 3. (Intentionally omitted) 4. ALL FRANCHISEE MANAGERS (Section 20J5; see definition of "Franchisee Manager" in Exhibit 21) AUTHORIZED REPRESENTATIVE OF FRANCHISEE, with Notice contact information (name, address, phone numbers, fax numbers, and e-mail address) KEY PERSONNEL (Section 4L) SERVICES SAFETY OFFICIAL (Section 23F1) 5. ROUTE MAPS AND SCHEDULES (Section B6 of Exhibit 3A). 6, FACILITIES AND SOLID WASTE FACILITIES designated by FRANCHISEE (Exhibit 3A: Sections C2 Refuse, D2 Recyclables, E2 Green Waste, F2 Bulky Items, CEDs. E -waste, and Excess Solid Waste, and F5 Manure), including the following information: a. Name, location, owner, and operator, with telephone contact; b. Types of materials accepted and rejected; C. If applicable, methodology used by each Processing facility for allocating materials, including Disposed residue, to the Service Area, with sample reports. 73 Franchisee Services and Service Specifications - EXHIBIT 3A 18. CHARGES FOR ADDITIONAL ON-CALL PICKUP OF BULKY ITEMS, E - WASTE AND CEDs (Section F2d of Exhibit 3A). 19. TRANSITION ROLL-OUT PLAN (Section I of Exhibit 3A). 20. ADDITIONAL FRANCHISEE COMMITMENTS MADE IN ITS PROPOSAL FOR PROCUREMENT OF THIS AGREEMENT (Section J of Exhibit 3A). Page 75 EXHIBIT 313 Exhibit 3D — Franchisee Documentation Item A.1— FRANCHISEE'S PERMIT AND PERNIIT APPLICATION This item consists of LJ pages (including this page). Initials: Dated/4L%ZOS� Initials: 'FMS Dated: �0 F NC SEE COUNTY EXHIBIT 3D Item A.1 - Franchisee's Permit Enclosed, please find the following Burrtec Waste Industries, Inc. permits, as required: • Burrtec Waste Industries, Inc., County of Los Angeles, Waste Collector Permit from the Los Angeles County Department of Health Services. The current Waste Collector Permit is operational for calendar year 2008 (Number S0535) • Burrtec Waste Industries, Inc., Department of Toxic Substances Control EPA Number as a hazardous waste generatorlhandier (CAL0004235) Burrtec Waste Industries, Inc., California Integrated Waste Management Board Waste Tire Hauler Permit for calendar year 2008 (TPID 1001726-01). K EXHIBIT 3D ? 8 wFe cm Zoe PW4 ba 9 dL i r +A+ N 06 O CA p �< f u ao N � lei a ata 3 EXHIBIT 3D a:nar � ro.x uaa.tr r:n9ua Cntitc)r)�irt L)cF)artr)�t rtt nt Toxic Substances Contwil HandlerCe_rtl..flcadon Page (Signature Requiredl,,,,,,,,,,,,,,,,,,,,,,_.........,._.........._.... ._..........._..... ............. _..... Name: Blmtec Waste Industries. tnc.. ID: 4235 (R"twed) • Reporting Year 20i 0 : (B ^ 1, the CRT andlor t1WED handler. am (} the proper& owner V the op"W 01 the faaisy- 1 txNty under partly of the few Bret Ste fart*, named in Section A. t)enefBteS or aocepts ban 081010, but does not treat or recycle, universal waste electronic devices andlor CRT materiae. The information wed in tNs nmdination is true, 0orrect and complete to the belt of my tnowkd9e. Director municipal serA a na (rntt-blarJt irtk) ' Title (Please type m) '; 0.lchard Nino • Printed Name (Please We in) ' Date signed (MrnlddM/ri • Please NP0 M) Notifications must be submitted to DTSC by cerWed m26, rettun receipt request Before submitting this Page.Pnnt . 8 cut so you can sign and send It to address below. Mai to: Departmen of Toric Substance Control Hazardous Waft Management Program RegtAamty Program Development Div WM P.O. BOX 806 Sarremenio. CA 95812-0608 Attention: uWFOlCRT Materials Handling Activities yp application wk0 lot be acmpt&j it you do not CorrrPele and Rend in th5 cage SubrMt ir-,Dndn"t< o: use I pmacy Policy Copyrio O 2007 State of California yQRi,��,r. gpr;dwGullla'EDlLMB Up1av_Cw11®In�JLM=1Aipus��u'C•SINOKJRDOk2600G6CFO-6{1�Y07rUtprt•+-)rM 169E Pot 1 M ] 0 0 cu H 0 ao a) a, am b 4-J 3 i71 f4 •rd ril V Bei EXHIBIT 3D 11 i EXHIBIT 3D EXHIBIT 3D Exhibit 3D — Franchisee Documentation Item A.2 — INVENTORY OF SERVICE ASSETS AND CART SPECIFICATIONS This item consists of pages (including this page). Initials: Dated:4"nitials: _Dated:�� FRANCHISEE COUNTY Burrtec Waste Industries, Inc. has received approval from the Director to use 95 gallon carts for this Franchise area under the Franchise Agreement. EXHIBIT 3D EXHIBIT 3D — FRANCHISEE DOCUMENTATION Item A.2 - INVENTORY OF SERVICE ASSETS Burrtec Waste Industries, Inc, has purchased and received all ten new alternative fueled vehicles (CNG powered) for the Santa Clarita franchise service area. The invoices that follow show the vehicles that were purchased for the Santa Clarita franchise area. This includes the six highlighted on the first invoice and the individual vehicles on the subsequent invoices. A detailed list of vehicles to be used for the Santa Clarita Valley, County of Los Angeles franchise area is included below. All vehicles are owned by Burrtec Waste Industries, Inc. 7 TRK# YEAR MAKE & MODEL TYPE VEHICLE I.D. # Permanent 1 1381 2008 Autocar WXR64 AUTO 207612 2 1383 2008 Autocar WXR64 AUTO 207614 3 1384 2008 Autocar WXR64 AUTO 207615 4 1387 2008 Autocar WXR64 AUTO 207618 5 1388 2008 Autocar WXR64 AUTO 207619 6 1389 2008 Autocar WXR64 AUTO 207620 7 1390 2008 Autocar WXR64 AUTO 207621 8 1392 2008 Autocar WXR64 AUTO 207623 9 1393 2008 Autocar WXR64 AUTO 207624 10 1394 2008 Autocar WXR64 AUTO 207625 11 1400 2002 Intemational4400 FLATBED 520589 7 3777 Da s,rMt Cbc1a Mira Loam, CA 91752 Pbww 951-GW34" sax 951-4W27U m sw Twc wam tasustrlla ..w cbm" A.aaaa p.wb,., a ssws ,IM COW wx INVOICE lmvotc9, sssoa DATLD MARCH 246 UN vw a K" M dwftg Palms b o ww" Truest Cmew it pa hm a* Vuesm" cptCamaq"arra m we"d Ybft VOW%& at -U& -"m "Wa Yell ftr "W YYdOW CAIN MKI MM TfXbW srax - x nese � Tax i owf ucnwP nxw> oaont, 237M TEIMM: Ow PaT to o am 1% DiiMM is PAM n APM et LOIN L vex K" M dwftg Palms b o ww" Truest Cmew it pa hm a* Vuesm" cptCamaq"arra m we"d Ybft VOW%& at -U& -"m "Wa Yell ftr "W YYdOW 7777 no Forest CtrcN form Lana, G 91752 Phone 951466-3456 Fax 951-655-27x6 Te, su. Warta Industries MN amm Agan.. Fa.e..., a 92M &Mme Cow "M Pec NEW 200{ A now wn" VI vIN • 5vC0L6Ul"G M21 EXHIBIT 3D INVOICE INVOJClf 207621 DATE: 3/19/06 �r W/C71L�r20N 6MOUM CASH PRICE 2M wlOIM AIfr" nmmE=w SALES TAX DOC Fm UCVM FEE tg*. ad ch@M P 0 O Truck Chef A TW � a" RuemMmcwvmmrrinaw 0 m I. m omAad Vic" vajp..k4 951-685-34% Think YM fer TOW b"nuM 2 I .. DIVERSIFIED TRUCK CENTER 3777 Ds Fawt Clyda Mira Lana, CA 41752 phone 49!.685-3456 Fox 951-665-2788 m 6urnewc Waste Ioduobw "N MOM Amoss FORMED, Ca So= ATM COLE WWR 7r!r TOTAL Ken ill Crsila OrY:k to Dlwsffiee Tru# Carer V Ya hm r7 Womom MEAN lkq 0* Of awrad Y1ma Yapkt, TSrfiES3sSL Thank you tar par biased 10 EXHIBIT 3D INVOICE INVOICE,* 207623 D/iTE: 5/21/06 OIVEROFIED TRUCK CENTER ,4777 oe Forest Ord* Mira Lorna, CA 91752 phone 951-605-3456 Fax 9514054700 Fee; TO NEW NO MPOW WA** Surrtae Waste Iodtistriss ST= rGLAW MM a" Agr YIN 0 5 2a76N rMtom, G VXM ATTAR cmi MAR EXHIBIT 3D 'i4 ,.. L F . INVOICE INVOICE it 207624 DATE: 5/21/06 MM M chats prpbb m nMte. C+YWMs via,* YAPA4 *S14/5-7456 T%mk VON art Maar bLOVIOM 11 ,1VER5[FMD TRUCK CLNTER 3777 D. FDf** CIMIS mire Lomk G 91763 Phma 951=6U4456 Fag 93148547N TM 6urdoc wage iMuomm NO OWrt AM" ftwom CA Ups 111TH, =A I" INVOICE =NVO=q.! 207625 OATS: W101W. w* n dadts v+* m DIWMM a TW t~ U Pw hm an, TM"m OW "Ofae, cOMW VkW@ V#qui+. 9514W34% Thw* TM w "W mwnmd 12 X3:11=111i�1�] EXHIBIT 3D — FRANCHISEE DOCUMENTATION CART SPECIFICATIONS Burrtec proposes 35 -gallon, 65 -gallon and 95 -gallon carts for residents in the Santa Clarita service area. Rehrig Pacific will manufacture carts by injection or rotational molding with a minimum of 30% recycled content. Cart Colors. The refuse, recycling and green waste carts will be differentiated by color. The colors will be colorfast and resistant to fading as a result of weathering or ultraviolet degradation. Refuse carts will be black; recycling carts blue and green waste carts green. HuskyLite@ Warranty. Rehrig Pacific offers a full warranty for 10 years. When the body of the cart breaks, the body and both the wheel and lid assemblies are replaced. The conditions of this warranty include failure of the cart body, lid, lid attachments, wheels, axle, and all hardware. Below is the total number of carts on hand that were ordered and received. Cart deliveries to individual residences are scheduled to be completed by November 1, 2008. A copy of the purchase confirmation from Rehrig is provided. 0 17,500 95 Gallon Black 0 17,500 95 Gallon Blue 0 17,500 95 Gallon Green 0 800 65 Gallon Black 0 800 65 Gallon Blue 0 800 65 Gallon Green o 800 35 Gallon Black o 800 35 Gallon Blue o 800 35 Gallon Green o 100 65 Gallon Brown it; EXHIBIT 3D 07"WzZln.1'i4Q L1I I!ll�i 11 IT :111 : :11 11 ! :'1l all 11 i _ lrFJ :.11 11 m!! 19 IWAVALUlut 401. 11 rAl ., 111 «: NIll 77 111:10 it, 4MQE& i2B`ST.. LOSANGELEACALF. 8 M1325-282.5145 • FAX QUALTIY CONTAINERS FOR INDUSTRY SINCE 1913 14 EXHIBIT 3D GREEN WASTE ONLY t DESECHOS VERDES SOLAMENTE ACCEPTABLErACEPTABLF NOT ACCEPTABLERIO ACEPTABLE: Leaui Hops Cwmhucom Dehial Esm nbm da Counmioa Gran CSppegafPAW » .r, DiaTma anumbes Rmno .:� ' 5 GaduW iaaum BwNYwpnaks ir"' '"�— ;e;: #'.. PWm Tme Trismeps' Remraa de PaMowu Pah Saw duWAaNm Frwwk� %u do PaYxu A TwTmmnm el RecoM de ArRdbs Cachou Cactus, RD" P"wdr NO HAZNMS, LIQUID OR ELEcTROWC WASTE PWdc aPoW BaW Bohn de Pludm o de Papel NO SE PENTE DESECROS rO1000l, PBX1 =YLRRWIDS Anlmd WasW Es6wcol deAREW Fm MmbhmWW ebwe a a a b cl"m W HweWmltl HAZwd eINUS aw•dW rat Pm m bAmmaeiee de desoe dowsame P•DPP•r• Pw btu tort 1-WKLEANU ACCEPTABLE'ACOTA1111iE • PAPeNaPel • Ahmmum WA Matal • Cms'Lalas do Alundnio ydeMOW • CardbdrdCston • Piss* Bottles! Botalb» do Plastico e NoWdric RECYCLABLES ONLY 1'4' RECICLABLES SOLAMENTE i NapapAw*m mw Caeowdp rYsY amba, AsSa, dlw A•Y aeW es CN01ew1 MpOmewra NO WAPODBS, U W D OR UCTRDIBC WASTE DESECWS TOMM, Parana T U U M W SERAN RECOLELTAMS Fa MM edo abffi AM t= to ftMOf HDUloW NAmdM Wp NatwidC* Pm m4 mk meme0 df tlaRA01 dePlalllCa Pe+T7 Pa hmr almt W T�elakLEAN1A NOT ACCEPTAINZWO ACI7TABLE • GerWgofBawra • FNYdslLiquidDs • Batterift atarlas . maperSReAYes • &m wasusesacbos Verdes TRASH ONLYIBASURA SOLAMENTE ACCEPTABLEIACEPTABLE Palm FfooWrlofffi de PdmRu THE FOLLOWING KUMOOS WASTE MATERIALS ARE NOTACCEPTABSE NwW Hoamhold wastelWoclm DDmnlxos Nmad *�� nKli�W4=tO Anind WnWDmedm de Arid �sOH�wwa lug CLEAN u Na ACCEPTABLE)NO ACEPTABLE DESEM PEUGOM DOLIESTKDS WCLUYE TWO LOCLASFTC1DOMOO MMO, FtAWABLE OR RNTANTE wlAftNgHw oe Ugmha pea LkWku D• bm, AMM w AWaaceem, IM"Oft w PMR; Pe U, Roft UNoUres, Tiorm any a pax dr ewael Grew WuwDmdm Verdes PAM NAS aFORaAcmm DE DESEtHos DOeIESTIWS PE100605 PON fAYOR UAE A t JIM CLEAN LA RKyd* lRKkW)ks To Repro RqW mM pwAd"mW CwWbwhl Cad Busdee(WMUT CORCmlcoaCm pm Reempbwyl• pe& BoWsl Adb WK Lbme: BuRW IIBPj325-Ml Construcdon DehrislResi lm de Coomcci L 'Haurdws WnteUwdm Pefgoscs 15 EXHIBIT 3D Exhibit 3D — Franchisee Documentation Item AA — ALL FRANCHISEE MANAGERS, AUTHORIZED REPRESENTATIVE OF FRANCHISE, KEY PERSONNEL, AND SERVICES SAFETY OFFICIAL This item consists of 40 pages (including this page). Initials: Dateditials:-Lla Dated:jQj.5Q C6 FRANCHISEE COUNTY 16 EXHIBIT 3D EXHIBIT 3D — FRANCHISEE DOCUMENTATION Item A.4 - ALL FRANCHISEE MANAGERS Parent Company — Burrtec Waste Group, Inc Edward G. Burr, Owner (BWI/BWG) Cole Burr, Owner (BWI/BWG) Tracy Burr, Owner (BWI/BWG) Sandra Burr, Owner (BWI/BWG) Directors Edward G. Burr, Owner (BWI) Cole Burr, Owner (BWI) Tracy Burr, Owner (BWI) Sandra Burr, Owner (BWI) Officers Edward G. Burr, Chairman (BWI) Cole Burr, President and Chief Executive Officer (BWI) Tracy A. Burr, Vice President (BWI) Tracy A. Sweeney, Vice President/Chief Operating Officer (BWI) Michael Arreguin, Vice President (BWI) Robert Coon, Chief Financial Officer (BWI) Authorized Representatives Richard Nino, Director, Municipal Services (BWI) David Jappert, Regional Manager (BWI) Position of Influence Steve Paulson, Division Manager, (BWI) George Salazar, Route Supervisor, (BWI) Elena Drapeau, Customer Service Manager, (BWI) BWI: Burrtec Waste Industries, Inc. BWG: Burrtec Waste Group 17 Section 20J Notice Burrtec Waste Industrie Los Angeles upon oca "guilty," "nolo contend Franchisee or any of i influence). Franchise s the County upon the Franchisee or any of its EXHIBIT 3D s, Inc. shall adhere to Section 20J and will notify the County of irrence of any convictions or a criminal activity or any pleas of are," or "no contest" to a criminal activity with respect to s Franchisee Managers (except for managers in a position of call use reasonable business efforts to immediately give notice to occurrence of any convictions or any pleas with respect to Franchise Managers in a position of influence. AUTHORIZED REPRESENTATIVE OF FRANCHISEE Richard Nirio Burrtec Waste Industries, Inc. 9890 Cherry Ave Fontana, CA 92335 (909) 429-4200 (909) 429-4290 — fax rnino@burrtec.com (e-mail) SERVICES SAFETY OFFICIAL Steve Paulson is responsible for all safety related issues at the Burrtec facility servicing the Santa Clarita Valley. He has undergone safety training and is qualified in the following safety areas: facilities, solid waste collection operations, transportation, and equipment. Steve has over eighteen years experience in the solid waste industry and has served as the safety service official for the Santa Clarita operating division since April 2004. The safety responsibilities include, but are not limited to the following: Injury and Illness Prevention Program Code of Safe Work Practices e Abatement of Safety Hazards Facility Safety Inspections Monthly Safety Meetings Safety Bonus Incentive Program e Biennial Inspection of Terminals Driver Route Audits Mr. Paulson can be reached at the following Address: Steve Paulson Division Manager Burrtec Waste Industries, Inc. 26000 Springbrook Ave., Suite 101 Saugus, CA 91350 Phone: (866) 270-5370 Email: steve@burrtec.com we] EXHIBIT 3D KEY PERSONNEL Tracy Sweeney — Vice President and Chief Operating Officer Michael Arreguin — Vice President Richard Nino — Director, Municipal Services David Jappert— Regional Manager Steve Paulson — Division Manager Elena Drapeau — Customer Service Manager George Salazar — Route Supervisor BWI: Burrtec Waste Industries, Inc. BWG: Burrtec Waste Group Organization Burrtec is the main operating subsidiary of the Burrtec Waste Group. Burrtec incorporated on July 7, 1978 as a California Corporation doing business in Southern California. Burrtec Waste Group is family owned and operated. All companies are owned and operated by the Burr Family. Ed Burr is Chairman of the Board of Directors and leads the organization as it continues to grow through the acquisition of city franchises and private disposal companies as well as project development. Burrtec is currently ranked in the top 17 of America's 100 largest private or publicly held solid waste management companies. The following is a brief organization structure. Each department interacts and supports the other departments insuring the best possible service to the customer at all times. W] Buntec Waste Group, Inc. Bumec Waste Industries, Inc. Corporate Dike I I Hauling Operations Executive StagI ( David Jappert Regional Manager Cob Burr President I Steve Paulson Division Manager Tracy Burr Vice President George Salazar Operations Supervisors Cue Trm Sweeney Vice Pro klont COO Drivers Mechanics Yardmen :.:Robert Coon Chieffinancial OtBcer MichaelArreguin Vice President . Richard Nino'.. Human Re"rce9 J Accounting Departtnentt IT Departrnerd Audit. Department Administrative Support a EXHIBIT 3D Elena Drapeau or Service Manager Customer Service Representatives EXHIBIT 3D Resumes The resumes of Burrtec's leadership team are presented below. The resources and expertise of our entire company are available to assist key management in the transition, implementation and day-to-day operations of the proposed services. Edward G. Burr, Chairman. After entering the industry in 1954 as an owner/operator of a single truck, Mr. Burr has developed EDCO Disposal Corporation and its sister company Burrtec Waste Industries, into one of the largest family owned and operated waste collection and recycling firms in the United States. In serving as the Chairman of the Board of all Burr family of companies, Mr. Burr oversees the integrated waste management needs of a number of Southern California communities. Cole Burr, Chief Executive Officer. Representing the second generation of Burr's involved in the company, Cole Burr began his career in solid waste industry in 1966 when he was just 11 years old. He got his start at ABCO in Gardena, where his father was a partner. Since that time, Mr. Burr has learned every aspect of the industry through hands-on experience. Before founding Burrtec with his father Edward Burr, Mr. Burr worked at SCA Services and at EDCO. He also was Transfer Operations Leader at American Waste Systems Action Transfer Center, where he specialized in solid waste collections and transfer, and in marketing recyclables. Tracy Burr, Vice President. Tracy Burr began her career in solid waste industry in 1978. Together with her husband Cole, she has worked at all the operations in Los Angeles and San Bernardino Counties and also in Burrtec's sister company, EDCO in San Diego and Orange Counties. Throughout the years, she has worked on the development of the waste hauling infrastructure, by implementing computerized routing programs that integrate accounts receivables with the drivers' daily route sheets. In addition, Ms. Burr oversees the Quality Control/Audit Department, the Human Resources Department and manages all corporate legal affairs. Robert R. Coon, Chief Financial Officer, Mr. Coon joined Burrtec in 2007 and is responsible for the accounting, treasury and financial reporting functions of the company. He also provides business insight and support to the operating divisions on financial performance, trends and other key business areas. Mr. Coon has a Bachelor of Science degree in Mechanical Engineering from Colorado State University and a Master of Business Administration degree from Arizona State University. 21 EXHIBIT 3D Tracy Sweeney, Chief Operating OfcerNice President. In her duties, Ms. Sweeney is responsible for all operations of Burrtec, including hauling, transfer stations, material recovery facilities and landfills. Since joining Burrtec, she has streamlined financial statements, taking them in-house. Ms. Sweeney also provides high-level support and guidance to local management teams including annual business plan development and financial trending. Ms. Sweeney was instrumental in the development of Burrtec's Disposal Reporting System that identifies, records, and tracks valuable solid waste collection and disposal information. This Disposal Reporting System allows Burrtec to provide the cities we service with accurate and up-to-date information required to meet all AB 939 and landfill - related reporting requirements. Michael Arreguin, Lice President. Mr. Arreguin is responsible for Burrtec's municipal franchise administration. He acts as the primary government liaison between the Cities we service and Burrtec, ensuring open communication. Mr. Arreguin received his Associate of Science degree in Agricultural Business and has more than 25 years experience in sales and marketing. He entered the Solid Waste industry in 1988 when he joined Burrtec as Sales Manager. He has held increasingly responsible positions at Burrtec ever since, including Sales and Operations Manager, General Manager, Corporate Contract Renewal, and Community Relations Manager. He has been Vice President, since 1997. In his career at Burrtec, Mr. Arreguin has modernized a number of systems and spearheaded Burrtec's move to become one of the first in California to offer a commingled recycling program. He has been directly involved in many aspects of the industry, including collection, recycling, maintenance, marketing, and customer service. Leticia Alvarado, Director of Human Resources. Ms. Alvarado is responsible for the overall planning and administering of policies related to all phases of human resources for approximately 1,000 employees. She oversees employee relation issues and assists management in developing policies, systems, and programs to improve the current and future work environment. Ms. Alvarado oversees the company's drug and alcohol compliance program, assists the divisions in hiring and employee retention, oversees the worker's compensation program and all health and welfare programs provided by Burrtec. Richard Nino, Director Municipal Services. Mr. Nino interfaces with County and City staff to assure continual high standards of service. He works on various aspects of municipal contracts relating to procurement, amendments, compliance and rate adjustments. Mr. Nino also monitors waste diversion and recycling for franchise areas and works in developing programs to improve the waste diversion efforts. He participates in local public education events and community meetings to promote new programs and promote recycling and waste diversion efforts. Mr. Nirio has a Bachelor's of Arts in Economics from Pomona College in Claremont. 22 EXHIBIT 3D David Jappert, Regional Manager (Hauling Operations). Mr. Jappert is responsible for the direction and oversight of all of the company's hauling division management teams comprising of nine (9) geographical locations throughout Southern California. In addition, Mr. Jappert is instrumental in developing strategic personnel development plans to help promote employees from within the organization, a mainstay philosophy of Burrtec. He also ensures that operating divisions are provided the resources to help achieve objectives in accordance with company policies and business plans. Mr. Jappert has worked in the Solid Waste Industry for 21 years. Steve Paulson, Division Manager. Mr. Paulson is responsible for the day-to-day operations of the Santa Clarita Yard. This encompasses fostering a work environment based on teamwork and open communication for 20+ employees. Maintain organization of the division and determine the allocation of duties for Service Routes. Ensure Customer Service department provides resolution to incoming calls while providing highest level of service. Oversee Shop Supervisors to ensure timely resolution to fleet vehicles to minimize down time and maintaining the lawful condition of company vehicles. Monitor and control administrative costs and oversee all functional areas to exceed goals. Conduct quarterly employee reviews and ensure adherence to procedures and franchise agreements are maintained. Mr. Paulson is also the Services Safety Official. Customer Service Manager will provide direction, guidance and supervision to the Customer Service Representatives while ensuring exceptional customer service levels. Initiates monthly and quarterly billing and monitors credits and debits on all accounts. The Customer Service Manager assists in implementing various programs and facilitating efforts of other employees, provides assistance to a variety of municipalities, ensures staff is properly training, and makes recommendations to improve administrative and operational efficiencies. Route Supervisor coordinate and directs the activities of drivers; ensure efficient route management and excellent customer service; handles and resolve a variety of issues including customer complaints; performs accident investigations and monitors driver safety compliance; and works on special assignments as needed. 23 EXHIBIT 3D Exhibit 3D — Franchisee Documentation Item A.5 — ROUTE MAPS AND SCHEDULES This item consists of _9-�h pages (including this page). Initials: Dated: 4e � Dated: �� FRANCHISEE COUNTY 24 EXHIBIT 3D — FRANCHISEE DOCUMENTATION Item A.5 - ROUTE MAPS AND SCHEDULES 25 0 0 EXHIBIT 3D EXHIBIT 3D These maps an0 assou9ateE cats are County of Los Angeles provided wy eof Ubu any kind. My resale of Nis Imany kin . is prohioited Copyrighto 2005, PUBLIC WORKS Street Sweeping Routes County of Los Angeles. Monday - Area #1: 30.23 C.M. RD: 556 amf^, E LEGEND 0 County of Los Angeles F-Tj City of Santa Clarita Sweeper Route Scale: 1" = 1,500' SRR a� 3 P i� ILL i WY 0M 070h S � m k 9 � 3 QQ 0Y1 AM MJW \cb. aOR a a 0°� 1 mer a � a 6 G n P gyp, $ 96 00 gay, . h �b w VWn J`tFl F Ga 01 ae p Q4µF GK�P1N FCyg .Y y a M v Wa FRILL - QONIXO 3' nECIXtO Hrax�w� .ew,a O F C 4 26 ,p•^a EXHIBIT 31 i nese Taps ane assmatee om are provided without warrentydany mnatitl. County of Los Angeles Any resale d this f amatbn is prohi0itetl. Copyright 2005, PUBLIC WORKS Street Sweeping Routes County of Los Angeles. Monday= Area #1: 9.5 C. M. RD: 556 CF HILL Op skos Gt rF,q C7 o &I 4C;� � Ol S7ARWO p OT N2CS WY �2 rym U� Zig ,na a,� Op 6 ESOt1ERRA JAS tatAa AVO RD 1'AYFOR > k 2 ROLLA RD 94r � SP Nn cn �y�yyy yy..z FN R tH <or by Ro Ory LEGEND County of Los Angeles City of Santa Clarita sommoms Sweeper Route Scaler 1" = 1,250' + 0 EXHIBIT 3D County of Los Angeles providetl nyro roses my of any atickino Any resaleC Wn int 0200 i is prohibited. Copyright 6 2005 PUBLIC WORKS Street Sweeping Routes County of Las Angeles Monday - Area #2: 33.82 C.M. RD: 556 EXHIBIT 3D These maps and associated Data are County of Los Angeles proNded wiyrwalananyWany kind. Any resale of Nis information is prohibited. Copydghl ®2005, PUBLIC WORKS Street Sweeping Routes County of Los Angeles. NIM Mondav - Area #2: 12.93 C.M. nr%. cce HASLEY 2e LEGEND County of Los Angeles City of Santa Clarks -.., Sweeper Route Scale: 1" = 1, 250' ¢� 0 U CASCADE RD m 4 U n Y MG VA G'BRAI.tP LV ,rp n � � P � 7 z� av 3 goo M Q cr anclffaoT oEER 3 , � J U �L9 by RD yrw . z LU 0 0 c9 flu fQ TAPIA C g1 2 goo M Q cr anclffaoT oEER 3 , � J U �L9 by RD yrw . z LU 0 0 c9 flu fQ EXHIBIT 3D inose maps and assoaatea aaw are provided without warranty at any Idnd. County of Los Angeles is resale of this information Any hibited. Copyright®2005, PUBLIC WORKS Street Sweeping Routes County of Los Angeles. Tuesday - Area #1:31.84 C.M. RD: 556 County of Los Angeles 1111 Street Sweeping Routes \�Tuesday -Area #2:26.51 C.M. EXHIBIT 3D e maps and associated data ar ad without warranty of any kint Any resale of this informatio is prohibited. Copyright m 200: County of Los Angela RD: 556 EXHIBIT 3D inc County of Los Angeles provided wvy warrantyo a t'o pm resale of this Iht 020bi Is Prohibile0. ty of Los Avow PUBLIC WORKS Street Sweeping Routes County aF Los MBele< Tuesday - Area #2: 2.46 C.M. RD: 556 EXHIBIT 3D These maps and associated data are County of Los Angeles provided nyres��ty�ormatiany d Any out of this information real MillillillikV is prohibited. Copyright ® 2005, PUBLIC WORKS Street Sweeping Routes County of Los Angeles. Wednesday - Area #1:18.36 C. M. RD: 556 �71 J PN g m C;t SgCP ? QpY pP 1 PACIFICACT BOOP a Hc1.Ly p�, N CT K ti W � U W W D — o PL D CYPRESS R S" T I MON ���" V t eTy � aa- ST F ESTLiNE � Pe wA 3 ave'- QO�J �,UFFS 2 ¢ ON Vt.U O J pN EDt� 2 1O J PSTic UR z REDWOOD RO YRN OT C ON PL OT U OR D HIDEOUT 1 N O P 0 rc CT CO CT BOOM T � R OO e eT� FR LATe �' AtZ ¢ 9 Z W I... J CT ZZ, � r U w a ,pa �uLL JO E CAWO\A BIRO to x o, 0 O F p o CA h DR LN a p 22400 F WY L 0 V CANYON X m m.. HEIGHT$ GR 0 o HILL 3 v DR o OAK �� M 1 ✓ CT L• E FR OT �T a WMQLOR h v q`'wkv"eb-t,*5� j3 v�ay pct v 8 yCHERHY & t LT RS x !v � t r x t LEGEND e� c10 5 A� County of Los Angeles p Gf " goo � m City of Santa ClaritaE yr rs. m 9,P ' Sweeper Route LN PL qP Scale: 1' = 1, 000'1Io= . 33 .. EXHIBIT 3D These maps and associated data are County of Los Angeles provided Any vithout warranty of anon My resale rr this f an kind. is prohibited. Copyright ® 2DD5. PUBLICWORKS1 Street Sweeping Routes°nty aLos Angeles. Wednesday - Area #15.09 C. M. RD: 556 U W 3 SOW tq O 2 P, rj1' ,moo o JG ly �P Q IZtt P, oo S OAKSIOE CS GPI -HAVEN PER CS( G 9 <... R d� V LEGEND 0 County of Los Angeles City of Santa Clarita e® Sweeper Route Scale: 1" = 1, 000' In 0 TOP CT >otle �r I S / G� 0 EXHIBIT 3D These maps and awodeted data are xamentyo armany ed n provided Any County of Los Angeles My resale of this information i6 prohibited. Copyright ®2005, Street Sweeping Routes County of Los Angeles. PUBLIC WORKS Wednesday - Area #1:10.00 C.M. RD: 556 FAN RO Cr CT ;DR> SUE OR RUSS `.` JAY ST .' Q 4' Ll TPN`P� l r . C91T� �N w Pc% Vii UAj. y qa oT AaN R/FRS, cT �� Pa W<'TyGR` JSP o 4k oR CR F N IV '04 OS a'1JSA LU OR INKS ..:, ' CD. I( +a � 13�. s>6 3 ivy i$ Lq m' 3 G`IR/S h O Uj 2 > ��� A C i q�(ry RD ON o ° x r €'mF' s, XT L�. fWT U J U LEGEND 0 County of Los Angeles City of Santa Clarita iiky �, y a0000 ® Sweeper Route ST IV Scale: 1" = 1, 000' t ,35 EXHIBIT 3D I nese maps and associated data ares County of Los Angeles provided rry out reswamanty ofany My resale warranty this f any kind. Is prohi0itetl. Copyright ® 2005, PUBLIC WORKS Street Sweeping Routes County of Los Angeles. Wednesday = Area #1: 3.94 C.M. RD: 556 EXHIBIT 3D mps a„u d�vwewu Uew a e County of Los Angeles Drovdetl wyres le of Mis ofanykind. My out m of this of any kind. is prohibited. CoWgM02005, PUBLIC WORKS Street Sweeping Routes `0pnry of Los Angeles. Wednesday - Area #2: 3.39 C.M. RD: 556 EXHIBIT 3D County of Los Angeles �°°ids nyreshout wao^tyWaaykiad My resale of thismy infuy Idind is pruhibiktl. Copyright ® 2005 P11114101 Illiall 111111UFIC WORKS Street Sweeping Routes °aryaLos A°ge'eg Wednesday - Area #2:3.29 C.M. RD: 556 LEGEND 0 County of Los Angeles City of Santa Clarita ammmossm Sweeper Route Scale: 1" = 1, 250' 92 EXHIBIT 3D IVa auu 4e 141W mw an provided nyrmore ranly ofa Airy resale of Nis f a" ktloim County of Los Angeles is P""i" Copyright ® 200: PUBLIC WORKS Street Sweeping Routes Courtly of Las Angelee Wednesday -Area #2: 0.76 C.M. RD: 556 EXHIBIT 3D °°vi°eavviMout waoaa�aanYali` County of Los Angeles My resale warranty this Infurnalio y kin( is °r°hlD11d, 11,1111 PUBLIC WORKS1 Street Sweeping Routes°nly a`°aAnQe'et Wednesday - Area #2: 10.09 C. M. RD: 556 EXHIBIT 3D a� a„u a,wwcm� vow e„ County of Los Angeles povided Any ftut resale ryI any kind Any resale of MIs if 0 MM is prohibited. t:o f Los ®Zaa5 PU13UC WORKS Street Sweeping Routes County of Los Mgeles Wednesday - Area #2: 0.88 C.M. RD: 556 EXHIBIT 3D f any kinc County of Los Angeles provided wy"n'a'Mout aoanry o"O"ao My reted. of Nis ht0W E is prohibited. Copyright ®Z00'. PUF-09 rji� BLIC WORKS Street Sweeping Routes County of Los Mgele• Thursday -Area #1: 20.62 C.M. RD: 556 EXHIBIT 3D Provided withoutres warranty of any kindCounty of Los Angeles Any resale of this infosrnatioi is prohibited. Copyright®200Z PUBLIC WORKS Street Sweeping Routes County of Los Angeles Thursday - Area #1: 13.5 C.M. RD: 556 EXHIBIT 3D iel auu el prowithout ween" County of Los Angeles "'� nynasMeofI My resale °f I is prohi°ite°. Col PUBLIC WORKS)Street Sweeping Routes °°°°ry` Thursday -Area #2: 24.73 C.M. RD: EXHIBIT 3D i nose maps ana assoaarea oara are County of Los Angeles provided without ou[waoanty of xrnany t n Any reams a p,� iht11ion is prohibited, Copyrigh[02(105, PUBLIC WORKS Street Sweeping Routes County of Los Angeles. Thursday- Area #2: 4.95 C.M. RD: 556 EXHIBIT 3D pO County of Los Angeles �tletlwrawnti Myy le of this eoout a rtanty f ana am y H is prohibHetl. Copyright ®2005 PUBUC WORKS Street Sweeping Routes°°Ty°f`os Anas Thursday- Area #2: 4.95 C.M. RD: 556 EXHIBIT 3D Exhibit 3D — Franchisee Documentation Item A.6 — FACILITIES AND SOLID WASTE FACILITIES This item consists of 15 pages (including this page). Initials: Dated/6 "Initials:_ Dated: FRA CHISEE COUNTY 47 EXHIBIT 3D FACILITIES AND SOLID WASTE FACILITIES Introduction Burrtec Waste will utilize fully permitted disposal and recycling processing facilities for the Santa Clarita Valley contract. Chiquita Canyon Landfill will be the primary disposal site while Sunshine Canyon Landfill will be the alternate disposal site for solid waste. Sunshine Canyon will be used as an alternate site in the event of early landfill closures or prolonged delays due to inclement weather. Green waste and horse manure will be processed by Agromin/California Wood and Recycling Inc. and the curbside recyclables will be processed by Sun Valley Paper Stock. E -Recycling will process the electronic and certain electronic devices collected by Burrtec. Bulky item metals and white goods collected at curbside will be delivered to Sims Metal/Valley Iron & Metals. Other non- metal bulky items will be delivered to Chiquita landfill. Burrtec currently utilizes these facilities for a variety of materials disposed and processed. Chiquita Canyon Landfill The Chiquita Canyon Landfill is conveniently located in unincorporated Los Angeles County, next to the community of Val Verde. The landfill is just north of Highway 126 and west of Interstate 5 and is one of the larger solid waste landfills in the region. The landfill is open to the public as follows: Monday, 4:30 a.m. to 5:00 p.m.; Tuesday through Friday, 3:00 am to 5:00 pm, and Saturday 4:30 am to 5:00 pm. The landfill has a daily permitted capacity of 6,000 tons. Currently, 257 acres are permitted for the actual disposal of waste. The remainder of the site is for sedimentation ponds, buffer area and future expansions. The site is owned and operated by Republic Services of California I, LLC. Burrtec maintains no financial interest in Republic or the facility. Since the facility was acquired by Republic Services in 1999, it has been upgraded with a new landfill gas management system, upgraded the leachate management system, improved internal roadways and implemented new operating procedures. Acceptable Waste Solid wastes from homes and commercial establishments are accepted at the landfill. Some examples of the waste disposed at the Chiquita Canyon facility include discarded food, broken furniture, and paper products such as napkins and tissues. Additionally, industrial wastes, including treated auto -shredding wastes, are also disposed of at the Chiquita Canyon facility. Non -acceptable Waste No liquid, radioactive or hazardous wastes are accepted at the landfill. Additionally, the landfill does not accept untreated medical waste, car batteries and tires. Contact Information: Chiquita Canyon Landfill 29201 Henry Mayo Dr., Valencia, CA 91355 M EXHIBIT 3D Phone: (661)257-3655 Mike Dean -General Manager Sunshine Canyon Landfill Sunshine Canyon Landfill will be used as a secondary solid waste disposal site based on the routing efficiencies dictated by the service areas. This landfill is owned and operated by Browning-Ferris Industries (BFI) of California, whose parent company is Allied Waste, Inc.. Burrtec does not maintain any financial interest in this facility. Sunshine Canyon is located near the interchange of the 210 Freeway and Interstate 5. The facility will be primarily used during the collection days in of the adjacent Santa Clarita Valley service areas. Sunshine Canyon is open Monday through Friday from 6:00am to 6:00pm, and Saturday from 8:00 a.m. to 1:00 p.m. and accepts municipal solid waste, green waste, wood waste, bulky items, used tires (from residents), construction waste and demolitions waste. This facility is permitted to receive up to 12,000 tons of solid waste per day and does not accept asbestos containing materials, liquid or hazardous materials. Contact Information: Sunshine Canyon Landfill 14747 San Fernando Road, Sylmar,Ca. 91354 (818)833-6500 (800) 926-0607 — 24 Hour Hotline General Manager- Steve Cassulo Sun Valley Paper Stock Sun Valley Paper Stock will be used to process the residential curbside recyclable materials. Sun Valley Paper Stock is an independently owned broker, packer, and exporter of recovered fiber in the San Fernando Valley handling tons of recovered fiber both domestically and overseas. Sun Valley Paper Stock is open Monday through Friday from 5:30 am to 10:30 pm and Saturdays from 6:00 am to 2:00 pm. It is located in Sun Valley where it also operates a buyback and recycling center for the general public. Burrtec maintains no financial interest in this facility as it is independently owned and operated by the Young family with Steve Young as the majority stakeholder. The Company maintains a broad base of supply and sales outlets allows it to capitalize and respond quickly to global supply shortages. In addition, this global market leverage insures consistent flow of local materials at preferred market pricing levels. The scope of services includes routine detailed waste characterizations to monitor recycling and diversion efforts within participating communities. EN EXHIBIT 3D The waste characterizations will also be used to identify quantities of recyclable commodities and corresponding residue. These allocation statistics will be applied to Santa Clarita Valley loads for purposes of recording recyclable material tonnages by type and corresponding residues. An initial waste characterization will be conducted within the first month of beginning collection services to establish a baseline. A second waste characterization will be conducted after the first series of contamination audits planned for the January through March timeframe. These waste characterizations will measure effective community participation in the curbside recycling program as well as to reinforce and focus public education on the curbside recyclables program. Contact Information: Sun Valley Paper Stock 8701 San Fernando Rd., Sun Valley, CA 91352 Contact: Mike Hall Phone: (818)767-8984 Capacity: 12,000 tons Owner: Steve Young Sun Valley Paper Stock accepts and rejects the following materials listed below: Accepted materials — a. Paper — Newspaper, Magazines, Computer paper, White and color paper, Envelopes, Catalogs, Telephone books, paper bags b. Cardboard boxes and chipboard — Cereal and cracker boxes, Corrugated cardboard c. Aluminum, tin, metal, an bi-metal cans —Aluminum pie plates, Aluminum foil d. Glass bottles and jars — Glass bottles (clear, green, and amber), Glass jars, Soda/juice/water bottles (glass) e. Empty plastic bottles and containers numbered #1-7, Sodafjuice/water bottles (plastic), Plastic grocery bags Rejected materials: Carpet, Ceramics, Clothes, Clothes hangers, Diapers, Dishes, Drywall, Foam packaging, Glass- Pyrex, Glass- window, auto, and tinted, Green waste and dirt, Hazardous waste, Light bulbs, Mirrors, Paint cans, Paper towels, napkins, and facial tissue, Styrofoam, Tires, Toys, Trash, Universal waste, Unmarked plastics, Window glass, No recyclables containing food waste ELI EXHIBIT 3D E -Recycling Of California E -Recycling of California will be used as the processor of E -waste and certain electronic devices (CEDs) collected from Santa Clarita Valley residents. E -Recycling of California (ERC) is a division of Paramount Resource Recycling Inc., a leader in the recycling industry since 1954. Burrtec maintains no financial interest in ERC or Paramount Resource Recycling Inc. The E -waste and CED's include television sets, computers, monitors and other electronic devices. The E -waste collected on route will be transported to a central collection point at Burrtec's Santa Clarita division. The materials will be placed in exclusive E -waste collection containers provided by E - Recycling. The E -waste recycling racks are portable and easily moved within the facility by using a standard fork lift. The racks eliminate the need for complicated shrink wrapping and palletizing measuring 4'x5'x5'. E -Recycling collects the filled containers as requested and transports the E -waste to their processing plant. E -Recycling operates Monday through Friday from 8:00 am to 3:00 pm and Saturdays from 8:00 am to 2:00 pm. The following materials are processed by E -Recycling at their Paramount facility: PC/Laptop Computers Main Frames Storage Discs Printed Circuit Boards DAT/BetaNHS Tapes Telecommunications Equipment Mini -Systems Cellular and Desk Phones Power Supply Units Consumer Electronics Scanners Printers Computer Cards and Components Telecommunications Equipment Computer Servers Chips and Components Monitors & Terminals Televisions Fax Machines & Copiers Connectors/Cables CPU's CRT Peripherals All electronic by-products and components produced by E-Recycling's de - manufacturing process are segregated and prepared for recycling. The cathode ray tubes (CRTs), plastics, glass, and all other recyclable materials are recycled domestically. E -Recycling guarantees the safe dismantiment of all electronic E -waste in California and that no E -waste units are shipped overseas or out of state. E -Recycling generally achieves a diversion rate of over 90%. Non -acceptable Items — E -Recycling does not accept the following items: Municipal solid waste Hazardous Materials Liquids Green waste Furniture Organic waste Dirt/Rock Concrete 51 ONC11am] 11&31] Paint Drywall Clothes Refrigerators Dryers/Washers Medical waste Contact Information E -Recycling 7230 Petterson Lane. Paramount, CA 90723-2022 (800)795-0993 Maureen Craine Agromin/California Wood and Recycling, Inc Agromin/California Wood and Recycling, Inc. will be used to process the green waste and horse manure collected from Santa Clarita Valley residents. Agromin/California Wood and Recycling, Inc is a privately owned company with Bill Camarillo as the principal owner. Burrtec maintains no financial interest in Agromin/California Wood and Recycling, Inc. The facility is located in Newhall and is currently used by Burrtec for green waste processing from commercial green waste generators. The facility is open Monday through Friday 7:00 am to 5:00 pm and Saturdays after a holiday from 7:00 am to 5:00 pm. The green waste and horse manure is cleaned, sorted, and put through grinders and passed over screens to consolidate material sizes. The ground material is placed in long rows that measure 8 to 10 feet wide and is continually turned and injected with air and water so that microorganisms can break down the waste and turn it into compost. The temperature of these rows is kept at an optimum 160 degrees. The material is screened one more time and tested so to ensure it is free of pathogens and to measure levels of minerals to ensure the correct balance of nitrogen and carbon. The material is then combined with natural urban wood waste and other virgin materials. The entire process, from start to finish, takes between 60 to 90 days depending on weather conditions. Agromin manufactures a variety of bulk and bagged compost material and soil amendments from a mixture of recycled yard trimmings and virgin materials helping to save valuable space in landfills, reduce greenhouse gases, and to complete the recycling loop. Acceptable Materials Tree trimmings Cut flowers Leaves Sawdust Horse Manure Grass clippings Shrubs House plants Weeds Small branches Twigs Wood chips Prunings 52 EXHIBIT 3D Non -acceptable materials Municipal solid waste Liquid waste Concrete Computers Construction Materials Platics Hazardous materials E -waste Paint Televisions Rocks Drywall Medical waste Furniture Pet Waste Clothes Glass Mirrors Contact Information 26835 W. Pico Cyn. Rd. Newhall, CA 91381 (805)650-1616 Bill Camarillo Sims Metal/Valley Iron & Metals Burrtec Waste Industries, Inc. will deliver bulky item metals and white goods to Sims Metal/Valley Iron & Metals located in Sun Valley. Sims Metal is a publically traded company under the symbol SGM. Burrtec maintains no ownership or financial interest in Sims Metal. Sims Metal is open Monday through Friday from 7:00 am to 4:00 pm, and Saturdays from 7:00 am to 2:00 pm. Ferrous metals are processed using shredders, shears and balers and are then sorted into internationally recognized grades. The final goods are shipped to steel mills in the United States by rail and also to customers overseas by ocean going vessels. The Non Ferrous metals are processed and sorted into internationally recognized grades with the use of wire reclamation capabilities, balers and shears. The final goods are shipped to customers in the United States and abroad for further processing.. Acceptable materials Steel, iron, copper, aluminum, tin, brass, ferrous and non-ferrous metal, white goods including stoves, water heaters, air conditioners, washing machines, dryers, dishwashers, all metals and white goods/appliances. Non -acceptable materials Trash, batteries, propane tanks, cylinders, paint, chemicals, explosives, green waste, and hazardous waste. 53 Contact Information EXHIBIT 3D 9754 San Fernando Rd., Sun Valley,CA 91352 (818) 767-5022 Manager: Steve Rios 54 EXHIBIT 3D INVOICE i STATEMENT "ea rc; 'RECEIVED L MAL 2$ iJ e t Please deraah IMM aTJ ratim with yoLff Psym dear* yx. Evood Ci• J114 CiNYDN L4'0 ;i , Lwo oI.o3 Tq�QSk' T+:Tq r?_.. Ju dk3. wyti v4 0i3 47i CTS 7Pi`._:F' T -•;Tc wkR.l.='k? S`:t i'f.'ZtSp Syir,r,.o . Tv, T4 LK F. ',. 21.": WLN '_�-. isv. �'i; '.F'MkiT� 6.a. ., r, s°; :j �3 a�<<;,.i -V;*It a.�., c. , . i''• �: A. s'�� ��°. 7E; Plem RAI - E DUE waif. Seeviee Ad9msc: L EXHIBIT 3D ul'I S INUIT Al. GAhCN L>NPr FILE 4=I2C2 � xP� 'Ir �A W p+ IArN .,•N(,{ _Li, 1:;, 3J11.112:'6 ;NY On 9_14 (IPuu J:: VGa nc. T 075113 L'uL ears �is -G 1 sly 4 Guw eJm.J:u. aneexi xL=er.+r aa. 7JJ �.. warm=M,:aJ 1a(. T=?3 ni -I eA 11714 S1:UM XJ 1)330 117.1 1N £=4020 IN ..I 11 _4Vjr . AFfl11a FF! 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Thank You cbYJ PAYVENi REr THE CREDIT CAii7''VPF tplgmm or:M) ww .aTC� �.ur+ur"fx w.,xi EKIP DAIS:_____ 401 9.42 2&oo 2"2i .+LL%NLL OLl CUSTOMER NO.: 00-ELTA2 tNVO+CE DUE DATE_ 1015N1 APPLY TO INVOICE; 122519C -IN AMQLW DUE. 24492 PIS.4m ftwr TO ca c h�eyu ra: 52.-6 Wr6.F. U G9.E n yuu Hera env 9J.aCan. 6. a&:.r. wu�nw6. yY.aw wma,mw Nr.awau. e�pu�r� IIIIIIIIIIIII Ticket # TKDSYT RRDIASE MET W5511111 eyFMivindo pHdtrl (8161 787- 81352 Ticket 8 TKDStT 10: 7JO3574 Vehicle a TB Is09YT Pi chosed From: IN" mARTEC BASTE % CA . Oatral Me.: 52 3124 Ship DDaattr 01 Trader: Michael Kora Its Shprt Material ____ Bross iwe Pd�P Not i Ad) Pd Bt 1 TI1DSYT Tin 340808»2818009» 182D 0 4ABO . Ifim Total$ 4820 0 4020 WM Taro Myst Date/Tim 09:08 2.2317 Material 9smary Pd at (ib) PrImAkilt Ertaded Priya Tin 4820 220.000/Brom tons 483.21 Tota • A 483.21 Total Paid an Cisck No. Ie8(11 t 183.21 Customer Sigiatve (All wlyits we reported In Paeda inlee8 otherwlw Indicated) ("I" Represnts a seight that m er4silr entered) r-. the Tali forn a a Division of t of Food and s ATA(EEWXT: Sallw will-Indmitr ed told bW i j*ti from And liCabilitiies. Including yreasonable Yat to be ratponslbls for drags ach of to vehicle d�ln AWYE II cmfara thatkISh" beWtf TRW 90 FROM Dn Informed of The Lae nlwr of Of Mefd Appllsiw. I nrt(fr that i did ny sm is t MW that rewire special handling (]a{tDer Daps ME SAAPLR EXHIBIT 3D EXHIBIT 3D t _ SAMPLE 9764 Ban FarnandD Road BURRTEC WSTE Sun Vallay. CA S13S2 vr.4)er 0 BURR08 (227) 87S2S2p • �Nh 767.5022 Dace: 04/02/DB T1LREtt SNP DATEChk Mo: 52186441 TIDSTT 04/02/08 ?in GROSS CheckGROSS TARE RET AOJ RERB011 34080 29160 4920 0 fp CT/WT m EST 0PRICE UR FIT EST TOTAL ART 0_0 0.00 220, OWD OT 0.00 483.21 =OR BURROS TOTALS EPoudu: 34080 29160 ..._4920 _..... ronL 410rr DDE SINPttER: 444.21 61 EXHIBIT 3D Exhibit 3D — Franchisee Documentation Item A.7 — SUBCONTRACTORS (Excluding those listed in Item B.15) This item consists of Z pages (including this page). Initials: Dated: �nitials:� Dated: 0300$ FRANCHISEE COUNTY 62 EXHIBIT 3D EXHIBIT 3D — FRANCHISEE DOCUMENTATION Item A.7 - SUBCONTRACTORS Burrtec Waste Industries, Inc. will not use non -County approved subcontractors but will use County approved subcontractors as listed in Exhibit B-15 in performance of the franchise agreement. 63 EXHIBIT 3D Exhibit 3D — Franchisee Documentation Item B.1— NON -COLLECTION NOTICE including Green Waste Exclusions This item consists of 3 pages (including this "page). Initials: Dated/GI Initials:- R Dated: 10 1 7501 C& FRANCHISEE COUNTY CM EXHIBIT 3D EXHIBIT 3D — FRANCHISEE DOCUMENTATION Item B.1 - NON -COLLECTION NOTICE Following please find Burrtec Waste Industries, Inc.'s proposed Non -Collection Notice in compliance with Section 4C of the Exclusive Franchise Agreement. 65 EXHIBIT 3D EXHIBIT 3D — FRANCHISEE DOCUMENTATION Item B.1 — County Approved Green Waste Exclusions The following items should not be included in the green waste container: Animal Waste Cactus Dirt Food Waste Palm Fronds Rock Concrete Bird of Paradise Stumps Branches exceeding 4" in diameter Yucca or 4" in length 1:301 EXHIBIT 3D Exhibit 3D — Franchisee Documentation Item B.2 — FORM OF SUBSCRIPTION ORDER This item consists of 3 pages (including this page). Initials: Dated/VU/ -'- nitials:-VW2� Dated: jq Q C6 FRANCHISEE COUNTY 67 EXHIBIT 3D Effective November 1, 2008 Subscription Order To Our Valued Santa Clarity Valley Customer. The County of Los Angeles Board of Supervisors (County) awarded Bunlec Waste Industries, Inc. (Sumer), a franchise to provide [rash collection services in the Santa Clams Valley unincorporated communities commencing on November 1, 2006 and ending October 31, 2015. Burrtec lakes great pride in the work we do to keep the environment clean and protected for our future. Your participation in waste reduction practices and buying products made from recycled content are integral components of a sustainable society, and we thank you for your affods. We will charge all our customers the rates shown on this subscription order. Please take a moment to rate the rates and services you will be offered below. The rates that are circled indicate the services for which you subscribe (en or after November 1, 2008). To request additional services or It you have any questions or concerns, please do not hesitate to call Bunter's customer service department, Monday thm Friday 8 am to 5 Mm Toll Free at 1-886.270-5370. The term of your subscription order is 7 years from November 1, 2008 to October 31, 2015, unless it is terminated earlier as described in the enclosed Customer Bill of Rights or the franchise is terminated by the County. Your subscription is subject to the Countyrs execution of the franchise agreement with Bumec and it cannot be automatically renewed or extended. billed quarterly: $62.6Nquarler ($20.861month) Standard household family services include: ✓ Once -a -week automated trash and recycling collection service ✓ One 95 gallon refuse cart (Black Cart) ✓ One 95 gallon green waste cat (Green Cart) ✓ One 95 gallon commingled recyclables cart (Blue Cart) ✓ One extra green waste container or one extra recyclables container, or both, free of charge upon request ✓ Free holiday tree collection services ✓ Annual curbside clean-up events (including certain electronic devices) ✓ On-call collection of bulky items and certain electronic devices in unlimited quantities (twice per year) ✓ Oncall collection of green waste in unlimited quanitties (Limit of 4 collections per year for Mufti Family Customers) ✓ Oncall collection of two bags of excess trash per year ✓ Four special community clean-up events per year ✓ Alternative to 95 gallon containers- Upon request, 0 you have space limitations, you may receive ether 65 or 35 gallon containers ✓ Roll-out service- upon request, for qualifying elderly and disabled customers ✓ Multi Family Customers (3 or more units, Condominiums and Town Homes) - On-call collection of bulky items and certain electronic devices with a 2 item per call limit (four times per year total) ✓ Home generated sharps container program for eligible residents (three containers per year) ✓ Used oil recycling collection program (scheduled with up to three collections per year) Pro -Pay Discount: Pay 11 months in advance, get the 12'0- month free Bulk Billing Discount: 3% discount for HOA's 2 cart discount for HOA's that employ landscapers: Discount of $1.071mo per residence Please note the 2 an disomm is contingent upon 3 items: 1) Parddpeeon in the bulk billing program, 2) NO green waste bamols offered in the HOA, 3) Verificafion of enslkg green waste diversion program Senior Discount: $46.981quarter ($15.661month) ✓ 25% discount for residents who are heads of household, over 62 and: qualify for a utility rate discount based on financial need OR generate a small amount of waste and use 35 -gallon carts ADDITIONAL SERVICES Available Upon Request Addtdonal Containers, Each: $15.001quarter ($11.25/quarter with senior discount) Additional (more than twolyear or more than Nyear for Mufti Family Customers) on<ail collection of bulky hems and certain electronic devices: $10.00 per collection ($7.50 with senior discount) Scooter Service: For any customerwho requests this service orfor difOcuft-to-service residential premises (such as some hills or cul -de -sate where collection vehicles cannot safely drive): once a week collection $15.66/quarter ($11.75 with senior discount) Roll-out0 backyard service: This service means Bunter brings containers to the curb to be serviced by collection vehicle and returned to the back yard or other designated location far an additional fee of. For qualifying customers: free For all other customers: $31.321quarter ($23.49 with senior discount) Designated location, if any: Manure Collection: You have the option to choose any provider or you may receive service from us. This service is available upon request, for an additional fee, by calling our customer service department a11-866.2705370. Residential Bin Rentals and Temporary Roll -0N Services: Available upon request by calling our customer service department at 1.666-270{5370. ll EXHIBIT 311) What We Will Collect We will collect residential refuse, green waste and commingled regtlables in carts we provide, within one week of your requesting services. You mut place refuse, recyclable materials, and green waste in the appropriate tarts. Materials placed outside of carts will not be pcked up unless p rev ous arrangements have Feat made as described below. Hesse remember that the County requires you to put out carts for collection no earlier than 5:00 Pre on the day before sdteduled ccbecton and rebleve them no later than 8:00 pm on the day of collection or 2 hours after Dollection, whobever is later. We Will Not Collect Hazardous Wande. State law pufil lb i yosal of haaardars mates and certain efexinadc dental In your flail. These mi nest paints, pesticides, peudeum derivatives such as motor dl and solvents, electronic devices such as cathode ray tubes (as in Ty and computer monitors), ten and plasma sumo. Other Items banned ham disposal Include bat[ales, thermostats, computers, telephones, answering machines, radios, stereo equipment, tape playxrs/recoders, phenogmph, videocassette players/reconcli cakvlators, aemsd cons, fluorescent lights, and certain maary-containtrg dews. If these items are Identified in your trash, your cart will be tagged and rot collected. Certain electronic dews may be separately collected as described below. for additional safe and legal disposal options, call the HAZWASTE HOl at (888) CLEAN -LA or visit www dwmb cagQyi"HWynfo. When We will Collect. We will make collections once a week between the hours of 6:00 a.m. to 6:00 p.m. on the same day of the week Indicated on the postcard previously sent by our office (Monday through Friday) each week. If you scheduled collection day falis on or after a holiday, during a holiday week, mlk<Lon will be delayed by one day (Friday customers will have their collection on Saturday). The holidays we observe are Memorial Day, Independence Day, labor Day, Thmosrpving, Christmas and New Years Day. Should there be a permanent dwnge In your scheduled collector day, we will modify you in advance. If we cols your collection, please all us and We will rehire to pick it up, without charge, on the same clay if you call before 3:00 p.m. or on the next collection day If you call after 3:00 p.m. We will resolve any other cxmplarrts wihio the same time denied. Where We Will Pick Up. You must set your carts at the cub un ess you have roll-oW service. If we agreed to collect ou private driveways or pavement, we will ask you to sgn a waiver of damage liability and/or Indemnification. We must repair or replace, to your satisfaction, damaged properly, and reimburse you our cost of personal Injury, caused by our negligence or willful acls or omissions. In addition W enforcing your rights under the handhse agreement, you may institute civil wits allowed under law. We Can Bring Your Carts Out To The Pidrup Point (Roll -Out Service). At no additional charge, for residential customers who certify they are not able- bodied or are eiedy (over the age of 62) and have no able-bodied person residing In their household, we will provide roll-out services (on -premise collection) of all weekly collection seMces: refuse, recyclable materials, and green waste collection, as well as the annual curbside dean -up event, holiday tree pck-ups, and atldtlonal on-call pidvps. Thew services are also available W any other aslorner upon request at the charge listed on your subscription oder. Alternatives To Fully Automated Carts (Scooter Serviw). If you have space resbictons at your cart storage or setrout site, You may request oternatives to 95 gallon carts I'me of charge. For difficult to service areas, such as cul a sacs or hills, where autoneted collection whit es cannot safety dere, we will provide manual scooter service and cents that are of the same aggregate capacity at the charge listed on your whsvipten order. We will also provide this service to any offer cuwn upon mquee4c Weight Limitations of Carts. The Weight Ill for each automated cart Is as foci 95 gallon Cart = 330 Its, 65 gallon an = 225 Its, 35 gallon tart = 120 Its Replacemerd/Removal/Repair. At no additional charge, we will deliver, exchange, repair, or remove carts within 7 drys of your request, including replacement or repair of damaged or stolen carts. We Will remove graffiti from carts within 5 days of your request, or within 48 hours If the gmffih consists of picture or written obscenities, weekends excepted. Annual Curbside Clean -Up Event We wig conduct a Clean Up Event once a year. We Will collect um0mbted amounts of bulky Items, evicess solid waste, up to 2 passenger car or pickup trick tires, and certain deWonic devices hre of charge. We Will notify you of the annul Gesell Event two weeks in advance with a description of the types of Items that will be collected. Holiday Time Pickups. At you request, we will collect your holiday trees (suds as Chnstmas Mees and Hanukkah busles) paced at the curb on your regularly scheduled collection day between December 260 and January 14a. You must stip them of ornaments, garlands, lighting, tinsel, flaking and stands. Unlimited On -Call Bagged Green Waste Pickups: We Will Dolled extra green waste set out at the curb in bags at n0 additional charge, on your regularly scheduled pickup day, 24-hour minimum advance notice required. Two On -Call PWwW of Bulky Items and Certain Electronic Dawcom: You may request 2 pd cps of bulky items and certain eactmNc devices each year at an charge on your next regularly xfeduled pickup day If you WI us at least 24 tours in advance. MWti-fainly c stomas (3 or more units, Condominiums and Town Homes) will receive 4 Intal ontall bulky item collodions, with a 2 Item per collection limit Examples of laky items Ineude discarded furniture (win as chairs, was, mattresses, box sprigs, and rigs); appliances (such as refrigerators, range, washers, dryers, water heaters, dishwashers, plumbing, and otM similar Items). We will accept the following eledranlc device: cathode ray tube (CRT) devices (intludng teled/sioks and computer monitors); LCD dries (desktop monitors, laptop computers and televisions); playa feledgons. Additional ORiall Pickups of Bulky Item and Certain Electronic Devices: You may also request Pickups of bulky Items and eledralc devices, as described above, In ewes of twice a year (or four per year M multi-famly customers) on your next regulany scheduled pickup clay, at the charges listed on your sutscrtptor order, if you cat us at least 24 hours in advance. Additional Customer Options Regarding Recyctables: ekstmears may donate or sell arty or at of their recydables to persons other than Bunts. When You Must Pay. Burnet bills residential services three -months In advance. We will mail your bill on or before the 1= day of your billing period, for example, on Apnl la for the filling period of Ap0, May and June. You bill is due no later than the hot day of the first month, for example on Apnl 301 If we do rot receive payment by the last day of the second month, for example, May 311, you bill will become delinquent and an additional 10% per annum fee will be added to the balance. We may terminate your service if you do not pay your service fres by the end ofthe billing cycle, for example, June 30e. There will be a charge of $25 In restart the service after a service interruption aro a $25 fee ou returned checks. Customer Tem ination Rights And Right To Self -Haul: You may terminate service wall cause at any Bene by giving us 90 days notice. You may also terminate servlo� imrtediately In the event of centaln emagendes or by giving us 30 days notice, if we fall to provide servi (such W missing pickup or failing to treaty repair or replace carts) or we bill you incerectly. You also have the right to se f -haul all or wee of you waste In addition to, or instead of, wlecrlbing to our service. We Will refund any wecdmrges (including advance payments M sends that you subsequently cannel) wimin 30 days after we racebve tram. We will pay you Interest on overcharges (other than advance payments M simsequently canceled services) at 10% per arvxan from the date of the overcharge until the date refunded. Where You Can Contac Us. You may all us regarding service or complaints Toll Free at 1-865-270-5371) between 8am and 5pm weekdays, except hdidays. You may come to our office located at 26000 Springbrook Avenue, Suite 101, Saugus, CA, 91350, mail correspondence to our oiBca address or via e-mail at sant danm®humtoo.com. If we do net satisfadadty resolve any wmpakrt; you may call the County at 1-808-993-5844. We Do Not Discriminate. If you are enticed to service, we will rpt d rmininate against you ou account of race, creed, color, sex, gender, mhohal origin, ancestry, religion, age, physical or mental disability, marital status, or political affiliation. Rights Of Privacy. We will observe and protect your rights or privacy and trade secrets. Unless you give in pemission, we will rot reveal any Information Identifying you or the composition or contents of your wild waste W any person except the County or if required by law. Thank You For Allowing Burrtec To Some Youl RE EXHIBIT 3D Exhibit 3D — Franchisee Documentation Item B3 — UNPERMITTED WASTE SCREENING PROTOCOL This item consists of 3 pages (including this page). Initials: DatedInitials:! Dated. 0L_O8 FRANCHISEE COUNTY 70 EXHIBIT 3D EXHIBIT 3D — FRANCHISEE DOCUMENTATION Item B.3 - UNPERMITTED WASTE SCREENING PROTOCOL Hazardous materials inadvertently collected along with municipal solid waste are a persistent problem facing our industry Drivers are trained to avoid accidental collection of hazardous materials; and whenever possible, front or side loading vehicles are used to allow drivers to easily spot hazardous materials. If hazardous waste is found in the container; or if recyclables are contaminated with refuse, the customer is notified in writing with a tag attached to the container Burrtec Waste Industries, Inc.'s (Burrtec) drivers and Route Supervisors conduct routine waste audits and carefully inspect containers before they are serviced The driver of the collection vehicle and/or Route Supervisor will open the cart lid and look inside for visible signs of contaminated waste prior to servicing the cart. In addition, visual inspections upon tipping the cart and physical inspections in cases where the cart is overflowing with unpermitted materials will also be conducted These inspections are conducted as required by the contract. If non -permitted waste is found, written notification is attached to the container Burrtec's written notification system has been in place for many years and it is viewed as an education process for the customer and a safety measure for the both driver and the County of Los Angeles. Additionally, during the initial recyclables and green waste contamination audits, Burrtec staff will also audit the trash carts for nonpermitted waste The first audit will be done within six months of commencing the franchise Thereafter, 20% of the customers will be re -inspected on an annual basis Burrtec has successfully implemented the following system to address this problem • Continual education and identification to the customers regarding the dangers of improperly disposing of hazardous materials and locations where this material can be taken for proper management. The continual education includes quarterly newsletter information that is included with the billings • The Non -Collection Tags will be filled out and attached to customer's container indicating what hazardous materials have been identified in the container and to call the L.A. County Household Hazardous Waste Hotline for proper disposal methods. Driver training on the identificabon of hazardous materials that have been combined with municipal solid waste Driver training includes awareness of commonly found household hazardous waste items that are toxic, poisonous, corrosive, flammable, or combustible Such items typically include paint, pesticides, cleaning solutions, automotive fluids, weed killers, sharps, medications, fluorescent bulbs, aerosols, batteries, etc. In the event hazardous materials do appear in the waste stream, Burrtec has established the following procedures. 71 EXHIBIT 3D • Collectors receive safety training regarding hazardous waste identification, inadvertent contact and notification procedures • Once the collector identifies a suspected hazardous waste situation, the local supervisor is contacted to isolate the area or load The material will be manifested and transported for property disposal by a licensed hazardous waste hauler contracted by Burrtec. Removal of hazardous material will be in accordance with all local, stated and federal laws and regulations. • The local Department of Environmental Health of Los Angeles County is contacted and steps are taken to properly clean—up and dispose of the material. • Investigative efforts are made to establish the source of the material and the individual(s) involved 72 Exhibit 3D — Franchisee Documentation Item B.4 — OFFICE EXHIBIT 3D This item consists of 2 pages (including this page). Initials:_/Dated itials: -f�\A P. Dated-IQL5 -C6 FRANCHISEE COUNTY 73 EXHIBIT 3D EXHIBIT 3D — FRANCHISEE DOCUMENTATION Item B.4 - OFFICE ADDRESS AND FRANCHISEE OFFICE HOURS Address. Burrtec Waste Industries, Inc. 26000 Springbrook Ave., Suite 101 Saugus, CA 91350 Phone- (866) 270-5370 Hours. Monday — Friday, 8am — 5pm and Saturday following an observed holiday 74 EXHIBIT 3D Exhibit 3D — Franchisee Documentation Item B.5 — ACKNOWLEDGEMENT of receipt of fact sheet relating to Safely Surrendered Baby Law and receipt of fact sheet relating to form of Non-employee Injury Report This item consists of I pages (including this page). Initials:_ Dated Initials: -F�i P- Dated. A FRANCHISEE COUNTY Burrtec Waste Industries, Inc. (Burrtec) acknowledges that it has read and completely understands the program(s) related to the Safely Surrendered Baby Law as articulated in the bid documents and the County of Los Angeles website www.babvsafela.oru. Burrtec Waste Industries, Inc. agrees to provide each employee involved with the contract a copy of the "No Shame. No Blame. No Names." County program documentation, in both English and Spanish, as provided in the downloadable version on the County of Los Angeles website. Bun -tee Waste Industries, Inc. will encourage its contractors to voluntarily,,past the County's "Safely Surrendered Baby Law" poster in a prominent pos' o at the contractor's place of business. / ( Burrtec acknowledges receipt of fact sheet relating to the Non -Employee Injury Report form that is available on the County's website at: 75 No shame. No blame. EXHIBIT 3D Newborns can be safely give�i up at any Los Angeles County mpital emergency room or fire station.. w � y p'. 11II Y In Los Angeles County: 1 -877 -BABY SAFE 1=877=222=9723 www.0abysafela.org4. State of California Gray Davis, Governor Health and Human Services Agency Grantland Johnson, Secretary Department of Social Services Rita Saenz, Director Los Angeles County Board of Supervisors Gloria Molina, Supervisor, First District Yvonne Brathwaite Burke, Supervisor, Second District Zev Yaroslaysky, Supervisor, Third District Don Knabe, Supervisor, Fourth District Michael D. Antonovich, Supervisor, Fifth District This initiative is also supported by First 5 LA and INFO LINE of Los Angeles. W What is the Safely Surrendered Baby Law? California's Safely Surrendered Baby Law allows parents to give up their baby confidentially. As long as the baby has not been abused or neglected, parents may give up their newborn without fear of arrest or prosecution. How does it work? A distressed parent who is unable or unwilling to care for a baby can legally, confidentially and safely give up a baby within three days of birth. The baby must be handed to an employee at a Los Angeles County emergency room or fire station. As long as the child shows no signs of abuse or neglect, no name or other information is required. In case the parent changes his or her mind at a later date and wants the baby back workers will use bracelets to help connect them to each other One bracelet will be placed on the baby. and a matching bracelet will be given to the parent What if a parent wants the baby back? Parents who change their minds can begin the process of reclaiming their newboms within 14 days. These parents should call the Los Angeles County Department of Children and Family Services at 1-800-540-4000, Can only a parent bring in the baby? In most cases, a parent will bring in the baby. The law allows other people to bring in the baby if they have legal custody. Does the parent have to cell before bringing in the baby? No. A parent can bring in a baby anytime, 24 hours a day, 7 days a week so long as the parent gives the baby to someone who works at the hospital or fire station. Does a parent have to tell anything to the people taking the baby? No. However, hospital personnel will ask the parent to fill out a questionnaire designed to gather important medical history information, which is very useful in caring for the child. Although encouraged, filling out the questionnaire is not required. What happens to the baby? The baby will be examined and given medical treatment, ff needed. Then the baby will be placed in a pre -adoptive home. EXHIBIT 3D What happens to the parent? Once the parents) has safety turned over the baby, they are free to go. Why is California doing this? The purpose of the Safely Surrendered Baby Law is to protect babies from being abandoned by their parents and potentially being hurt or killed. You may have heard tragic stories of babies left in dumpsters or public bathrooms. The parents who committed these acts may have been under severe emotional distress. The mothers may have hidden their pregnancies, fearful of what would happen if their families found out Because they were afraid and had nowhere to tum for help, they abandoned their infants. Abandoning a baby puts the child in extreme danger. It is also illegal. Too often, it results in the babys death. Because of the Safely Surrendered Baby Law, this tragedy doesn't ever have to happen in California again. A baby's story At 8.30 a.m. on Thursday, July 25, 2002, a healthy newborn baby was brought to St Bemardine Medical Center in San Bernardino under the provisions of the California Safely Surrendered Baby Law. As the law states, the baby's mother did not have to identify herself. When the baby was brought to the emergency room, he was examined by a pediatrician, who determined that the baby was healthy and doing fine. He was placed with a loving family while the adoption process was started. Every baby deserves a chance for a healthy life. If someone you know is considering abandoning a newborn, let her know there are other options. rri EXHIBIT 3D Milln,pena.4 Sin Culpa. Los reden nacidos pueden ser entregaidoa en forma segura en la sales de emergencia de aalquier hospital o en un cuartel de bomberos del Condado de Los-Angelee. " 14 1 En el Condado de LosAf.,geles 1 -877 -BABY SAFE 1-877-x-9723 w www.babysafela.org,: , Estadq de CalHornia CooseJo de Supervisores del Condado de Los Angeles GraT q- r �]olSemador Gtoyli Molina, Supervisora, Pdmer Distrito Agenda de Saliial y fervicios Humarros Yvonne Brathwaite Burke, Supervisor&, Segundo Distrito (flop" aid knead fervkes agency) Gratand johnson,5ecretario Zev Yaroslaysky, Supervisor, Tercet Distrito Don Knabe, Supervisor, Cuarto Distrito DeWrtamen[n de Selvtdos Sociales (ceps ant of sosrd senku) Michael D. Antonovich, Supervisor, Quintp Distrito Rita Saeni, Directom Esta Iniciativa tambien esea apollada por First 5 LA y INFO LINE de Lbs -Angeles. W ,&Qu6 as Is Ley de Entrega de Beb6s Sin Peligro? La Ley de Entraga de Bebes Sin Peligro de California permite a los padres entregar a su reci6n nacido confidendalmente. Siempre qua el bete no haya sufddo abuso ni negligencia, padres pueden entregar a su reci6n nacido sin temor a ser arrestados o procesados. ; C6mo funciona? EI padre/madre oon dificultades qua no pueda o no quiera cuidar de su reci6n naddo puede entregario an forma legal, confidential y sagura, dentro de los tres dias del nacimiento. EI beb6 debe ser entregado a un empleado de una sale de emergencies o de un cuartel de bomberos del Condado de Los Angeles. Siempre qua el beb6 no presente signos de abuso o negligencia, no sera necesario suministrar nombres ni informad6n alguna. Si el padre/madre cambia de opini6n posteriormente y desea recuperar a su babe, los trabajadores utilizaran brazaletas para poder vinculados. EI beb6 Ilevara un brualete y el padre/madre recibira un brazalete gual. LQua pass si el padre/madre desea recuperar a su beb6? Los padres qua cambien de opini6n pueden empezar el proceso de redamar a su recd6n nacido dentro de los 14 dias. Estos padres deberan Ilamar al Departamento de Servcios para Ninos y Families (Department of Children and Family Services) del Condado de Los Angeles, al 1-B00-5404000. IS610 los padres podr6n Ilevar al reci6n nacido? En la mayors de los rasos, los padres son los qua Ilevan al beb6. La ley permite qua otras personas Ileven al beb6 si tienen la custodia legal del menor ,&Los padres deben hamar antes de Ilevar al beb6? No. EI padre/madre puede Ilevar a su beb6 an cualquier momento, las 24 horas del dia, los 7 dias de la semana, mientras qua entregue a su beb6 a un empleado del hospital o de un cuartel de bomberos. ,&Es necesario qua el padre/madre c iga algo a las personas quo reciben al beb6? No. Sin embargo, el personal del hospital le pedis qua Ilene un cuestionario con la finalidad de recabar antecedentes m6dicos importantes, qua resultan de gran utilidad pare los cuidados qua recibira el beb6. Es recomendado Ilenar este cuestionario, pero no as obligatono hacerlo. ,&Qu6 ocurrird con el beb6? EI beb6 sera examinado y. de ser necesario, recibira tratamiento m6dico. Luego el beb6 se entregara a un hogar preadoptivo. EXHIBIT 3D 4Qu6 pasard con el padre/madre? Una vez qua los padres hayan entregado a su beb6 an forma segura, seran libres de irse. ,&Por qu6 California hace esto? La finalidad de is Ley de Entrega de Beb6s Sin Peligro as protager a los bebes del abandono por parte de sus padres y de la posibilidad de qua mueran o suiran dartos. Usted probablemente hays escurhado histories tr3gicas sobre beb6s abandonados an basureros o an bafws publioos. Es posible qua los padres qua cometieron estos actos hayan estado atravesando dificultades emocionales graves. Las madras pueden haber ocultado su embarazo, por temor a to qua pasaria si sus familias se enteraran. Abandonaron a sus reci6n naddos porque tenlan misdo y no tenian adonde racurrir para obtener ayuda. EI abandono de un reci6n nacido to pone en una situad6n de peligro extremo. Adem6s es ilegal. Muy a menudo el abandon provoca la muerte del beb6. Ahora, grades a la Ley de Entrega de Beb6s Sin Peligro, esta tragedia ya no debe suceder nunca mss en California. Historia de un beb6 A las 8:30 a.m. del jueves 25 de julio de 2002, se entreg6 un beb6 red6n nacido saludable an el St. Bernardine Medical Center en San Bernardino, an virtud de las dispositions de la Ley de Entrega de Beb6s Sin Peligro. Como to establece la ley, Is madre del beb6 no se tuvo qua identificar. Cuando el beb6 Ileg6 a la sale de emergencies, un pediatra to revis6 y determin6 qua el beb6 estaba saludable y no tenla problemas. EI beb6 fue ubicado con una buena familia, mientras se iniciaban los tramites de adopci6n. Cada reci6n nacido merece una oportunidad de tenor una vida saludable. Si aiguien que usted conoce esti pensando en abandonar a un reci6n nacido, inf6rmele qu6 otras opciones tiene. 79 EXHIBIT 3D COUNTY OF LOS ANGELES NON-EMPLOYEE INJURY REPORT Dept Name: Dept #: DIV. or Facilely: SECTION: IRMIS Code#: Prepared for County Counsel in defense of the County, Special Districts and employees 1 All Incidents involving mjury to nonemployees, however, minor, while on County property (owned or leased) must be reported, by the Guard, Marshal's Office or Department in proximity to incident, as follows: Two copies to: CARL WARREN & CO., P.O. Box 116, Glendale, CA 91209-0116 FATALITIES OR SERIOUS INJURIES MUST BE REPORTED IMMEDIATELY BY PHONE TO CARL WARREN & CO. (818) 247-2206 1 Name 2. Addess 3 Age _ (1.29Neee) (First Neve) (Middle Name) If minor, give name of parent or guardian Y _u ' : 01 ' 5 Place of occurrence 4. Sex Male ❑Female (Name ofCamtyF=Iity. Bldg., Street Nmnear) (City w Twva) 6. Location in building (Indeta0: Bldg., Flow, Ro No.) 7 Date of occurrence Hour AM/PM 8. Weather Clear Rain POLICE REPORT []Yes []No POLICE AGENCY REPORTING STATION DEPT #� 9 What was employee doing? 10. What happened? (Describe fully, stating whether injured person fell, was struck, etc.) Give all factors contributing to injury 11 Condition of floor, sidewalk, steps or other physical property or equipment involved: 12 Was there any defect or foreign substance or object involved? If so, describe, 13 If slip and fall: Person's shoes beels NATURE OF INJURY AND PART OF BODY AFFEXTED. caps (Type) Give) 14. Be specific! State which part of body injured; whether right or left, etc. If exact nature of injury is undetermined, give opinion: TREATMENT GIVEN• 15. Was treatment given to the injured person by County Personnel? Type of Treatment: 16. Was ambulance called? Which company 17 Taken to hospital Which? (Note: Attach addibonalpagmifneeded) 18. Statement of injured as to what bappened:- 19. Witness No. 1 Name - Address: (M"wr) Statement: 20. Witness No. 2: Name: Address: (Number) Statement: (!atl Name) (straep (car) (Rirn Nemo) (Tisa) (Sianabaa) (rah) By whom? By whom? TM Noma) Telephone: (FM Name) Telephone: Phone' Dept. EXHIBIT 3D (haw) EXHIBIT 3D Exhibit 3D—Franchisee Documentation Item B.6 — INSURANCE AND PERFORMANCE ASSURANCE This item consists of P pages (including this page). Initials:_ Dated/�tials: �"Ni� Dated:w— (� FRANC EE COUNTY EXHIBIT 3D Bond No. K07913229 Premium: $15,722.00 RENEWABLE BOND FOR FAITHFUL PERFORMANCE KNOW ALL MEN BY THESE PRESENTS: That we, Burrtec Waste Industries. Inc. (FranchisseRrineipag as principal, and Westchester Fire Insurance Company (Surety) as surety, are held and finny bound unto the LOS ANGELES COUNTY DEPARTMENT OF PUBLIC WORKS AND COUNTY OF LOS ANGELES, State of California (hereinafter "County'), in the sum of: One Million Forty -sight Thousand One Hundred Fifty and OOHDO Dollars ($1,048.150.00 1 lawful money of the United States, for the payment of which sum, well and truly to be made, we bind ourselves, Jointly and severely firmly by these presents. The condition of the above obligation is such that; whereas said principal has been awarded and is about to enter into a written contract with the County for the Exclusive Franchise Agreement for the Area(s) of Saha Clarite Velhw and is required by said County to give this bond in connection with the execution of said contract NOW, THEREFORE, if said principal shag well and truly do and perform all of the covenants and obligations of said contract on its part to be done and performed at the tunes and in the manner specified therein, then this obligation shag be null and void, otherwise it shall be and remain in full force and effect. The bond is for the term beginning November 1. 2808 and ending November 1. 2008, which term may be renewed for additional years. It is agreed that any alteration in the work to be done which may be made pursuant to the terms of said contract, shag not in way release either the principal or surety hereunder, nor shag any extensions of the time granted unc!VVre pjovisicns of said contract release either the principal or surety WITNESS d rs ' , Inc, Westchester Fire hauran By BY ce Company AVlwr Ely its James Brakke By its Its Atiomey-in-Fact By By Its Its P aspubZ0NTRACTUeanett VRANCWSE AGREEMENTS=71Frenchisee DocumentaticnlECOWERFORMANCE BOND Franchise (7).doc CALIFORNIA ALL-PURPOSE ACKNOWLEDGMENT State of California County of Orange On August 28, 2008 before me, Deborah Print -McGinn, Notary Public '.i EXHIBIT 3D who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that hatshefthey executed the same in his4reritheir authorized capacity(ies), and that by hisfner/their signature(s) on the instrument the person(s). or the entity upon behalf of which the person(s) acted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and coned. WITNESS my and official se Signature Place Nolary Seal Above SignAue M Notary Pudic .e i1 a Though the frdomratlon below is not required by law, it may prove valuable to persons m4wig on the document and could proverx fraudulent maxnW and mattechment of this form to another documenl Description of Attached Document Title or Type of Document Number of Pages: Signer(s) Other Than Named Above: Capacity(les) Claimed by Signer(s) Signers Name: Signers Name: ❑ Individual ❑ Individual ❑ Corporate Officer—Title(s): ❑ Corporate Officer — Title(s): ❑Partner - ❑ Limited ❑ General ❑ Partner - ❑ Limited ❑ General ❑ Auomey-in-Fact ❑ Attorney -in -Fad ❑ Guardian or Conservator ❑ Guardian or Conservator ❑ Other IMMI ❑ Othar 71 Signer is Representing: � Signer is Representing m ` v►�s-�.s°as+�►v+�sr�r' X24: x : 19 n4aw nwa�{Etw,xc:a nvw�rpaa v�.c.p�vq,�Rrw',apv= x ILI x v.. gtw4�°*'fi�g'`°C £�•� 1'"sr�4� r �" I� ..',� >.'J s�r,�a,, u.. .` �., e' Sy �^�M tiK�'.�h.''til E O"• `�`'' -; J 'a.="'.+:. r t ',- lw ,, �. 'c "+t ✓'"^.�'.•+, C,:,j 5 .: >r, iln. £t .ai .0 ..w ! r £S RV �!fliLZ: .£Y 4 w�- 9. :.C'i. K "� 4ta�+Mr�w�6'wye�t .. mY��p+�ca*fvolaaxalv�w�pWK_._��, Q•' ' i = � K Ej= .'F t\'..K^� ^'„I•�Y,��( �, L. Tom. .SiEbi o° warawf- ! ■ TM WK OFI MDOOUMF LWMVAMOUSSMRMT FUTUM ■ nuT*VL PROTWT ADAM 00"000MTMW RAND AUIMAnOR ■ 85 EXHIBIT 3D State of California County of on September 1, 2008before me, Michele V Zamora, Notary Public oa. Ma.�w�.om me. Personally appeared Cole Burr wm.tsrmsa�.t.t �thin instrument and admowJgQged to me that shatthey executed their(hisftrItheir authorized ti capacity(ies), and that by erltheir signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument. I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct. WITNE my hand and official seal. Signatures Qf� rww Plptp NWry SOW Mv.! oariorva 1' Though the information below Is not required by law, it may prove valuable to persons refyatg on the document and could prevent fraudulent removal and reattachment of this form to another document Description of Attached Document Title or Type of Document: Renewable Bond for Faithful Performance K07913229 Document Date: August 29, 2008 Signer(s) Other Than Named Above: Capecity(ies) Claimed by Signer(s) Signers Name: ❑ hidividual ❑ Corporate Officer—Tide(s): — ❑ Partner —❑ Limited ❑ General ❑ Attorney in Fad ❑ Trustee ❑ Guardian or Conservator Signer Is Representing: Signers Nat ❑ Individual ❑ Corporate Offker — Trtle(s): ❑ Partner — ❑ Umited ❑ General ❑ Attorney in Fact ❑ Trustee ❑ Guardian or Conservator e i e Signer is Representing: EXHIBIT 3D ACORD_ CERTIFICATE OF LIABILITY INSURANCE OP ID s `a Bi0/14/09 PRODUCBI Alliant Insurance Services, Inc (Lic-OC36861) P O Box 3280 San Bernardino CA 92413-3280 Phone:909-886-9861 Faz:909-886-2013 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. INSURERS AFFORDING COVERAGE NAICi INSURED BUrrAt@@� W4s to�pIetd�duatri@k, Inc �AotBa,S�aCtAAq"L InsureC ion 9890 Cher INSURER A: D sMSwal Ia�usm 4 lMB INSURER B: INSURER INSURER D: INSURER E'. f y THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TDTNE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED q rWMtSTANDING ANY REQUIREMENT, TERM OR CONDMON OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY ELE ISSUED OR MAY FERTAW, THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN a SUBJECT TO ALL THE TER14 EXCLUSIONS AND CONDITIONS OF SUCH POLICIES AGGREGATE 11161ITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS LTR N9R TYPE OF BSmANCE POUCYNUM DA www lMB Public Works GENERAL LIABILITY COMMERCJAL GENERAL LIABa.fiY CIAWSMADE OCCUR Alhambra CA 91803 EACH OCCURRENCE f WEMISES EApCCYTRKO a MED EXP (AM aro pemwQ a PERSONAL A ADV KILLRY i 0099ML AAGREGATE I CTS� OP/OPAOG PRDWOM t GENL AGGREGATE��LiNqF-r APPLIES PER: POLICY ,IECT LOC AUTONDBIIE LIABILITY ANYAUTO ALLOWNEDAUTOS SCHEDU U DALTTOS HIREDAUTOS NONOWNW AUTOS OOLKIINIED SINGLE UTAT a BODILY INJURY (PeT�ron) a BOLYY L v $ PROPERTY TYDRMnOE a GARAGE UAIMM ANY AUTO AUTOONLY EAACCUMM a OTNERTHVI EA ACC AUTOONLY' AM S S A r=WMELLA UMILITY 00" DCUAMSNADE DEDUCTIBLE RETENTION $ 71G3000010-081 03/01/08 03/01/09 EACH OCCURRENCE a2,DD0,DDD AGGREGATE x2,000,000 B S S VIGNIERS COMPENSATION AND EMPLOYSRB' LIABILITY ANY PROPRIETORIPAFTNER'EXECUTTVE OOFFFNpERM1EMBER EXCLUDED? BPECIAd LP OVI IONS bdm ITWLAK IEt E.L. EACH AO0i1BTr S EL DISEASE -EA S EL LI9EA�-POLICY LBAR S OTHER LES/ EXCLUILONB ADDEO By ENDORSENT ) SPECIAL PROVSIONS DBCRPTION OF OPERATIONS I LOCATIONS/ VEHICEM Re: The exclusive franchise agreement for the area of Santa Clarita Valley. County of LA, its Special Districts, its officers, and its employees for all activities arising from this Agreement *30 day N O C except 10 day for nonpayment of premium. XX -LTR Null 6 Voids prior certificate issued 10/13/08 mo - COUL022 SHOULD ANY OFTHEABOVE OBCIIISED POLICIES BE CANCELLED BEFORETHE EXPIRATION Blizabeth Norris DATE THEREOF, THE mum INSUER WLL=o MALL 30* DAYBWRTITEN County of Los Angeles; Dept of - NOTICE TOTHECERTIFICATE HOLDER NAY®TOTHELEFT, Public Works 900 S. Fremont Ave Annex 3rd F Alhambra CA 91803 AT Mh mo EXHIBIT 3D aamsa lnsurea 4:V23L.- Aqua leans& MRF, LLC AVCO Disposal, Inc Burr Group LP Burr Girls LLC Burr Group, Inc EDCO Disposal Corp (but only as Burr Properties, G.P. nama) Burrline LLC Edward G. Burr, Sandra L. Burr, Burrtac Environmental, LLC and Burr Properties: 9910, 9934, Burrtec Recovery i Transfer, LLC Fontana, CA and 17000 Abbey Lane, Burrtec Waste Group, Inc- acres), and 16997 Abbey Lane, Victorville California Burrtec Waste Industries, Inc. (formerly PSP Waste Services, Inc 3 Burrtec Waste Industries, Inc. DBA: Aqua Nana Recycling r Transfer Cc Burrtec Waste Industries, Inc. DBA: Burrtec Recycling 4 Transfer Cc Burrtec Waste Industries, Inc. DBA: Burrtec Recycling Center Burrtec Waste Industries, Inc. DBA: Inland Empire Recycling Burrtec Waste i Recycling Services, LLC Burrtec Waste Services, LLC Lucerne Valley Disposal, Inc Coachella Valley Transfer Station Named Inured Cont - Crestlin Disposal Curran Rubbish Disposal, Inc. Desert Disposal Desert Properties LLC E Cole Burr, individually and as Trustee of the Burr Family Trust EDCO Disposal Corp (but only as respects to vehicles registered in their nama) Edward G. Burr, Sandra L. Burr, Cole Burr and Tracy A. Burr, Individually and Burr Properties: 9910, 9934, 9930, 9964, 9820, 9890, 9982 Cherry Ave, Fontana, CA and 17000 Abbey Lane, corner of Abbey Lane and Bimini (5 acres), and 16997 Abbey Lane, Victorville California Edam Bill Transfer Station Empire Disposal, LLC Fontana Rubbish Collectors, Inc Jack's Disposal Service, Inc Kaiser Recycling Corporation Lake Arrowhead Disposal Lucerne Valley Disposal, Inc Named Inured Cont. - Nark's Disposal - a division of Burrtec Waste Industries, Inc. Monarch Construction Services, Inc- (but only as respects vehicles registered in their name) Monarch Concrete Washout, Inc (but only as respects vehicles registered in their name) Monte Vista Disposal, Inc. Mountain Disposal Norcal/San Bernardino (but only as respects to vehicles registered in this name) Rancho Disposal Service, Inc. Running Springs Disposal System Disposal (but only &a respects to vehicles registered in this name) T/M 403 INV (but only as respects to vehicles registered in this name) TECHEC Maintenance Enterprise, Inc Tracy A_ Burr, individually and as Trustee of the Burr Family Trust Tri -County Disposal, Inc FOR4 Named Insured Cont. Tri -County Disposal, Inc DBA: Gary vehicles registered in this name) Universal Waste System (but only as this name) Victor Valley MRF Victorville Disposal, Inc Nest Valley NRF, LLC Nest Valley Recycling and Transfer, Yucaipa Disposal, Inc Yukon Disposal s Disposal (but only as respects to respects to vehicles registered in Inc 0 EXHIBIT 3D EXHIBIT 3D 01 Mows M..>.....>. . Pollution Liab Applies per CA99480306 for all activities arising from this Agreement; 01 Policy No: 1260408 Policy Effective Date: 03/01/08 EXHIBIT 3D COMMERCIAL AUTO CA 99 40 0300 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLLUTION LIABILITY - BROADENED COVERAGE FOR COVERED AUTOS - BUSINESS AUTO, MOTOR CARRIER AND TRUCKERS COVERAGE FORMS This endorsement modifies insurance provided Under the following: BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM Witt respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modl• fled by the endorsement. A. Liability Coverage is changed as follows: 1. Paragraph a. of the Pollution Exclusion ap- plies only to liability assumed under a contact or agreement. 2, With respell to the coverage afforded by Para- graph A.I. above, Exclusion B.O. Cars. Cus- tody Or Control does not apply. B. Changes In Definitions For the Purposes of this endorsement. Paragraph D. of the Definitions Section is repleted by the hollowing: D. 'Covered pollution cost or expense" means any cost or expense arising out of: i. Any request, demand, order or statutory or regulatory requirement that any'Insxeed" or Others tet formonrior, dean up, remove. contain, treat" dntouHy or neutratze, or in arty way respond to, or assess the effects of "potutams": or L Any claire or "suiC by or on behalf of a gov- emmentaf authority for damages because of testing for. monitoring, clearing up, remov- ing, containing, teabrng, detoxifying or neu- traicing, or in any way responding to or as- sessing the effects of "polkdwW "Covered Pollution cost or expense" does not Include any cost or expense arising out of the actual, alleged or tueatened discharge, disper- sal, seepage. migration, release or escape of .pollutalw. a. Before ft wpokftnte or any Property in which tre "pollutants' are contained are moved from the place where they are accepted by the "imaired" for movement into or onto that covered 9uW" or b. After the "pollutants' or any property in which the "pollutants' are contained are moved from the covered "au W to the place where they aro fina9y delivered, disposed of or abandoned by the *in- sured" Paragraphs a. and b, above do not apply to 'acclderas" that occur away from premises owned by or rented to an 'Insured* with ra- sped to "polutants• not in or upon a cov- ered "auto' ih (1) The "pollutants" or any property in which the 'pdkkwvW are contained are upset, overturned or darnaged as a result of the maintenance or use of a covered "sub": and (2) The discharge, dispersal. seepage. migration, release or escape of the "pollut& ' is caused directly by such upset, overtrn or damage. CA 99 48 03 06 *ISO Properties, Inc.: 2005 Page 1 of 1 O 4 ACORD_ CERTIFICATE OF LIABILITY INSURB�URroRT 2 10 13 08ANCE °ATEOjwl3j 08 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Alliant Insurance Sarvices , inc ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE (Lic-OC36861) HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR P O Hoa 3280 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. San Bernardino CA 92413-3280 Phone:909-886-9861 Fax:909-886-2013 INSURERS AFFORDING COVERAGE NAIC0 IASURED INSURER T Xr4COA ivu M Cevpmy Burrtec Waste Industries, Inc INSURER S: New H shire Insurance Co_ SeeNion Addn'SNtamad Insured INSURER New H shire Insurance Co_ 9890 Cherry 9Avenue INSURER D: Fontana CA 2335 MSURER E: L.uYCIVAuca THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWTMSTANOING AW REOUIREAENT. TERM OR CONDITION OF AM CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN THE INSURANCE AFFORDED BY THE POLICES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUS30W AND CONDITIONS OF SUCH POLICES. AGGREGATE LIMITS SHOWN ANY HAVE BEEN REDUCED BY PAID CLAIMS, LTR A X TYPE OF INSURANCE GENERAL LIABILRY X CowuERCULGENERAL UABurY CLAIMS MADE ®SUR POLICY NUMBER 1260408 5FMW OA W 03/01/08 POLICY DN DATE 03/01/09 L'S EACH OCCURRENCE f l r OOO r 000 PREMISES E`& uwTm $ 300,000 MED EXP (My ane pen") $ Excluded PERSONAL S AOV INJURY 51,000,000 GENERAL AGGREGATE s2,000,000 PRODUCTS CXI6WIOP AGG s2,000,000 GENL AGGREGATE LIMIT APPLIES PER: POLICY JEECT R IAC B AUTOMOBILE LIABILITY ANY AUTO CA5456148 03/01/08 03/01/09 COMBINED SINOLE LIMIT (Ex ICDm"i) s 3 , 000 r 000 X ALL OWED AUTOS BODILY INJURY (Pf PJ ) S SCFIEIXRED AUTOS HIRED AUTOS BODILY INJURY (Pw ) $ NONOWNED AUTOS (Pa a=KkmDAANGE S GARAGE LIABILITY AUTO OILY -EA ACCIDENT f ANYAUTO OTHER THAN EAACC AUTO OILYAGG f S ErCES$AamRElA LIABR." EACH OCCURRENCE f OCCUR ❑ CUUS MADE AGGREGATE f S S DEDUCTIBLE RETENTION $ S C WORKERS COMPENSATION ESPLOYERSUASILM ANY ERXTMEECUT1VE OFlCSVMENBECLUDED? WC1894400 03/01/08 03/01/09 X TORY LIMBS ER E-EACHACCIDENT $1,0000000 ELDISEASE-FAEMPLOYEE $1,000,000 EL DISEASE POLICY LMR $ 1 , 000 r 000 SENPRO$IOS Aelow OTTER F- . I DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES 1 EXCLUSIONS ADDED BY ENDORSEMENT I SPECIAL PROVISIONS Re' The exclusive franchise agreement for the area of Santa Clarita Valley. County of LA, its Special Districts, its Officers, and its employees as additional Insured/Primary Wording for all activities arising this Agreement as respects General Liability per end't LX9466 10/03; Auto Liability Coverage Dad $250,000 per accident, **SHE ATTACHED NOTES** I,CI{I ICNnIG nVlvc,� COULD -0 Elizabeth Morris SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELIJ:D BEFORE THE EXRRATIO DATE THEREOF- THE BWXNm INSURER WILL �IRAMAD. 30* DAYS WRITTEN County of Los Angeles; Dept NOTICE To THE CERTIFICATE HOLDER NAMED TO THE LEFT. of Public Works 900 S. Fremont Ave Annex 3rd Alhambra CA 91803 s RErRE.smrA wrnen rnODn�ATnM 1mRR ACORD 25(YW1106) 92 wa. eau=vi PAGE 2 DATE 10/13/08 Named Insured Coat - Ague Hansa MRF, LLC AVCO Disposal, Inc Burr Group LP Burr Group, Inc. Burr Properties, G.P Burrline LLC Burrtec Environmental, LLC Burrtec Recovery & Transfer, LLC Burrtec Waste Group, Inc. Surrtec Waste Industries, Inc. (formerly PSP Waste Services, Inc.) Surrtec Waste Industries, Inc. DBA: Agua Hansa Recycling & Transfer Co. Burrtec Waste Industries, Inc. DBA: Burrtec Recycling & Transfer Co. Burrtac Waste Industries, Inc. DBA: Burrtec Recycling Center Burrtec Waste Industries, Inc. DBA: Inland Empire Recycling Surrtec Waste & Recycling Services, LLC Burrtec Waste Services, LLC Coachella Valley Transfer Station Crestline Disposal Named Insured Cont - Currans Rubbish Disposal, Inc. Desert Disposal Desert Properties LLC E Cole Burr, individually and as Trustee of the Burr Family Trust EDCO Disposal Corp (but only as respects to vehicles registered in their name) Edward G. Burr, Sandra L Burr, Cole Burr and Tracy A. Burr, Individually and Burr Properties! 9910, 9934, 9930, 9964, 9820, 9890, 9982 Cherry Ave, Fontana, CA and 17000 Abbey Lane, corner of Abbey Lane and Bimini (5 acres), and 16997 Abbey Lane, Victorville California Edom Hill Transfer Station Empire Disposal, LLC Foutaaa Rubbish Collectors, Inc Jack's Disposal Service, Inc. Raiser Recycling Corporation Lake Arrowhead Disposal Lucerne Valley Disposal, Inc Mark's Disposal - a division of Named Insured Cont. - Monarch Construction Services, registered in their name) Monarch Concrete Washout, Inc in their name) Monte Vista Disposal, Inc Mountain Disposal Burrtec Waste Industries, Inc. Inc. (but only as respects vehicles (but only as respects vehicles registered Horcal/San Bernardino (but only as respects to vehicles registered in this name) Rancho Disposal Service, Inc Running Springs Disposal System Disposal (but only as respects to vehicles registered in this name) T/M 403 INV (but only as respects to vehicles registered in this name) TECMEC Maintenance Enterprise, Inc Tracy A Burr, individually and as Trustee of the Burr Family Trust Tri -County Disposal, Inc Tri -County Disposal, Inc. DBA: Gary's Disposal (but only as respects to vehicles registered in this name) 419 NOTEPAD: BOR�G P,13 3 wsuR�sw�rE Barrtee soot. *^�+s*^ae, roe. �m we DATE l0//oe Named Insured Cont. - Universal Waste System this name) victor Valley MT Victorville Disposal, West Valley M"r LLC West valley Recycling Yucaipa Disposal, Inc Yukon Disposal Burr Girls LLC (but only as respects to vehicles registered in Inc. and Transfer, Inc M! BUPM AW NOTEPAD: tee. waste Industrie., Inc, CP 2 DATE to/1i33i09 Aggregate Ded $2,000,000; Pollution Liab Applies per CA99480306 for all activities arising from this Agreement; General Liab SIR $100,000 each occurrence; Workers' Compensation Bodily Injury by Accident: $250,000 Ded each occurrence, Bodily injury By Disease $250,000 Dad each claim, All Covered Bodily Injury $3,000,000 Ded policy aggregate. *30 day N O C except 10 day for non-payment of premium. f8 -LTA Null 6 Voids prior certificate issued 10/13/08. 95 EXHIBIT 3D AA,i1%ai # DRIVER COMMERCIAL GROUP October 13, 2008 Re: Insured: Burrtec Waste Industries, Inc. Policy Number. 1260408 Policy Period- 03/01/08 to 03/01/09 Certificate Holder. County of Los Angeles Dept. of Public Works 900 S. Fremont Ave, Annex 3rd FL Alhambra, CA 91803 Certificate Date: 10/13/08 To Whom it may Concern: Certificate Holders for certain jobs performed by the above captioned Insured require the cancellation wording for their certificate of insurance be amended to exclude the "endeavor to.....but failure to....."wording contained in the cancellation clause. It is agreed and understood that, in the event of cancellation and Alliant Insurance Services, Inc. is notified, we will advise Certificate Holder of said change and will not be the responsibility of the Insurance Company. Sincerely, Authoriz ignature Date KG Alhanr Insurance Services, Inc • 2131 Elks Drive • Suite 200 • San Bernardino, CA 92404-5572 PHONE (909) 886-9861 • %xw.alhancinsurance.com • license No. OC36861 96 EXHIBIT 3D A41/iant DRIVER COMMERCIAL GROUP October 13, 2008 Re: Insured: Burrtec Waste Industries, Inc. Policy Number. CA5456148 Policy Period* 03/01/08 to 03/01/09 Certificate Holder: County of Los Angeles Dept of Public Works 900 S. Fremont Ave, Annex 3rd FL Alhambra, CA 91803 Certificate Date: 10/13/08 To Whom it may Concern: Certificate Holders for certain jobs performed by the above captioned Insured require the cancellation wording for their certificate of insurance be amended to exclude the 'endeavor to ..... but failure to ...... wording contained in the cancellation clause. It is agreed and understood that, in the event of cancellation and Alliant Insurance Services, Inc. is notified, we will advise Certificate Holder of said change and will not be the responsibility of the Insurance Company. Sincerely, dj *(ON51DK . Aujan_. D- KG Alliant Insurance Services, Inc. • 2131 Elks Drive • Suae 200 • San Bernardino, CA 92444-5572 or+uvr (909) 886-9861 • www.allianansurance.corn • License No. OC36961 97 EXHIBIT 3D A411iant DRIVER COMMERCIAL GROUP October 13, 2008 Re: Insured: Burrtec Waste Industries, Inc. Policy Number. WC1894400 Policy Period: 03/01/08 to 03/01!09 Certificate Holder. County of Los Angeles Dept. of Public Works 900 S. Fremont Ave, Annex 3rd FL Alhambra, CA 91803 Certificate Date: 10/13/08 To Whom it may Concern: Certificate Holders for certain jobs performed by the above captioned Insured require the cancellation wording for their certificate of insurance be amended to exclude the "endeavor to ..... but failure to ...... wording contained in the cancellation clause. It is agreed and understood that, in the event of cancellation and Alliant Insurance Services, Inc. is notified, we will advise Certificate Holder of said change and will not be the responsibility of the Insurance Company. Sincerely, Authorized i nature Date KG Alhant Insurance Services, Inc 0 2131 Elks Drive • Suite 200 • San Bernardino, CA 92404-5572 MONT. (909) 886-9861 • uww alliantinsurance corn • License No. OC36861 98 EXHIBIT 3D ENDORSEMENT T11h rldorsemenC aNecdve 1201 AM 03101/2008 Forma a Part of poYSY no.: 12610408 '*sued to: BURRTEC WASTE INDUSTRIES, INC BY: LEXINGTON INSURANCE COMPANY THIS ENDORSEMENT CHANCES THE POLICY- PLEASE READ IT CAREFULLY. ADDITIONAL INSURED REQUIRED BY 1NRITTEN CONTRACT A. Section d Mho In An Insured is anwldad to 0. The inwrance MhAS arty parson or w"naadon You are w PmVded b Stich an gtud b +ncludo as an additlonal wmjt*d on addaiorW irum"d doss not apply to 'bodily dda policy by a vaiman cwsrsct or written or 'properly damaga• ariskg out of agreemara in effect during tide an arefubctb. enpnerb or srsveywa Policy of period rends " of or fsdva ad executed wWrym prior ro ert 'ai arrancy aN the bssional services b render any Wo- 'toddy irpuy' w 'Property dsmapa.• a1c'udkg: S. The inwnnce Provided to dta above d/scnbed additional wmuad under alis endorsement b lim ud as fodoas: 1. COVERAGE A BODILY INJURY AND PROPERTY DAMAGE ISetion 1 Covera"$) Only. 2 The Person or wgar oaion n only an d. didond insured vAh rospect to iabifity arising ora of 'Your sort• or 'Your pro- duct for that additional toned. i h the event that " Limit of hsraanre Provided by dtis Poky erased tfle Larlim of Insurance required by the vaimen corlabpt or vatben agraamertt, the insurance pro- vided by des andonlOrn t shad be united to " Lanita of hlaurrce required by the witbn contract ar vaMn agreement This erdorsemom shag not nasaes dw Lurtib of issuance stated n du Docbnlions under Aem 3. Limits of klswance pertswung b dto coverage provided harem. I The paprirq, approving or faifstp b Prepare or approve maps, Shop dray' ings, opinions, repro, surveys, Said orders. charge orders, or drawnpe and specifications; end i Supervisory, klcpeotbn, wdlibeeral or angileerklg scdyidas. This Insurance does not apply 10 'bodily w*gy or 'proPa+p damage• rising ora of Your vwrk' or 'your Product• it a ded in the 00rod,cb-cornplatd opeasons hazard - w"68 You are r"wed eo provide such coverage by wkwn contract or wm n ayeamem and alrr only for drs pend of ares mowed by the wagon contract or vafben agreement and in no evert beyory dw equadon dab of the pony. alludes enayriyhl" hdamaeaa or on amrnaca earvbar o/ator, lnn. Laaeaa1IOCM Wm rparruiaaiarr. AN dghn"*crud. Page 1 a Z 0. Any coverage providad by this endorses Ment to an additional insured shell be excess over arty other valid and coteceb6 insurance available to tw additional insured whathw primary, excess, contingent or on wry Pala basis unless a witlen comract or wrOen apmement specdhcatiy requires that this erawwx:e apply on a unary or rcrt-con lxjkory base. C. Subpwwaph (al(a) of the Poaueon exclusion paragraph 2L, Exclusion of COVERAGE A BODILY WJURY AND PROPERTY DAMAGE LU18a_rTY (Secton f Coverages) does not apply m You if the 'bodty iryrry' or 'Propwty damage' arises our of 'your sack' of 'your product' Periwmed on premises nhich am owned or Pentad by the additional insured a the axe 'your ewrk' or 'Your produce is per- formed. EXHIBIT 3D D- In accordance with dw comms mid conditions of the policy and as mora kitty explaemd n the Percy, as soon as practicable, each addrtonel arsraed n t give us Prompt notice of any 'ocaamnW M1pch may resuh n a CUuM brwrd at legal papers b us. cooperate in to deleroe of army acdons, and odhervise comply 'aid+ as of tw P06nys terms and conditions. Auahorited Represantatire OR Countem4nalum an states vrham applicablel locruda* top. *10 as Mforroadoa a dr Mwranea s*rvk" Motes. IOC. a a porrnivzi x AN ripbs rs**rrad. 100 Pao* 2 or 2 Policy No: 1260408 Policy Effective Date: 03/01/08 EXHIBIT 3D COMMERCIAL AUTO CA"48 03 08 THIS ENDORSEMENT CHANGES THE POLICY, PLEASE READ IT CAREFULLY, POLLUTION LIABILITY - BROADENED COVERAGE FOR COVERED AUTOS - BUSINESS AUTO, MOTOR CARRIER AND TRUCKERS COVERAGE FORMS This endorsement modfies insurance provided under the follow": BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM TRUCKERS COVERAGE FORM With respect In coverage provided by this endorsement, the provisions of the Coverage Farm apply unless modi- fied by the endorsement A. Liab8lty Coverage is changed as follows: 1. Paragraph a. of One Pollution Exclusion 30- p1" only to liability assumed under a contract or age 2. WM reaped to the coverage afforded by Para- graph A.1. above, Exclusion 8.8, Care, Cus- tody Or Control does rat apply. 8. Chang" in De initlars For the purposes of this endorsement Paragraph D. of the DNfniilons Section is replaced by the following: D. 'Covered pollution cost or expense" means any cost or expense arising out of: 1. Any request, demand. order or statutory or regulatory requirement that any'Ir sumd" or others test for, monitor, dean up, remove, contain, treat detardy or neutralize, or in any way respond to, or assess the effects of "pollutants". or Z Arty claim or "suir by or on behaff of a gov- ensnemal authority for damages because of testing for, monitoring. cleaning up, repav- ing, containing, treating, deWxtfyirg or neu- trafiring, or in any way responding to or as- sessing the effects of "pollutants' "Covered pollution cost or expense' does not include arty cost or expense arising out of the actual, alleged or dweatened discharge, disper- sal, seepage. migration, release or escape of "polluta tsi a. Before the'po&Mnts" or any property in vrhidr to 'bolWtarw are eontalned are moved from the place where they are accepted by the 'insured" for movement into or onto One covered "aua` or IL Atter the "poWdanta" or any property in which the 'pollutants' are contained are moved from the covered •auto" to the place where they are finally delvered. disposed of or abandoned by the In. sured' Paragraphs a. and b6 above do not apply to "accidents• that occur awray from Premises awned by or ranted to an 'Insured' with ra- sped to 'pollutants' not in or upon a cov- ared *auto" fi (1) The "pollutants" or any property in which the "polkdanW are contained are upset overturned or damaged as a result of the maintenance or use of a covered "aura'* and (z) The discharge, dispersal. seepage. migration. release or escape of the "poiutards' is caused directly by such upset, overturn or damage. CA 99 48 03 06 ® ISO Properties, Inc., 2005 Page 1 of 1 O 101 *:1:11=]11 �] Exhibit 3D — Franchisee Documentation Item B.7 — INTERNAL REVENUE SERVICE NOTICE 1015 This item consists of opages (including this page). Initials: Dated pals: "FA P. Dated: g F CMSEE COUNTY INTERNAL REVENUE SERVICE NOTICE 1015 Burrtec Waste Industries, Inc. will notify its employees and will require its subcontractors to notify their employees that they may be eligible for the federal earned income credit under federal income tax laws and will provide a copy of Internal Revenue Service Notice 1015 102 Department of the Treasury Internal Revenue Service Notice 1015 (Rev December 2007) Have You Told Your Employees About the Earned Income Credit (EIC)? What Is the EIC? The EIC is a refundable tax credit for certain workers. Which Employees Must I Notify About the EIC? You must notify each employee who worked for you at any time during the year and from whom you did not withhold Income tax. However, you do not have to notify any employee who claimed exemption from withholding on Forth W-4, Employee's Withholding Allowance Certificate. Note. You are encouraged to notify each employee whose wages for 2007 are less than $39,763 that he or she may be eligible for the EIC. How and When Must I Notify My Employees? You must give the employee one of the following: • The IRS Forth W-2, Wage and Tax Statement, which has the required information about the EIC on the back of Copy B. • A substitute Form W-2 with the same EIC information on the back of the employee's copy that is on Copy B of the IRS Form W-2 • Notice 797, Possible Federal Tax Refund Due to the Earned Income Credit (EIC). • Your written statement with the same wording as Notice 797 If you are required to give Form W-2 and do so on time, no further notice is necessary If the Forth W-2 has the required information about the EIC on the back of the employee's copy If a substitute Form W-2 is given on time but does not have the required Information, you must notify the employee within 1 week of the date the substitute Form W-2 is given. if Form W-2 is required but is not given on time, you must give the employee Notice 797 or your written statement by the date Form W-2 is required to be given. If Forth W-2 is not required, you must notify the employee by February 7, 2008. 103 EXHIBIT 3D You must hand the notice directly to the employee or send it by First -Class Mail to the employee's last known address. You will not meet the notification requirements by posting Notice 797 on an employee bulletin board or sending it through office mall. However- you may want to post the notice to help Inform all employees of the EIC. You can get copies of the notice from the IRS website at www.irs.gov or by calling 1-800-829-3676. How Will My Employees Know H They Can Claim the EIC? The basic requirements are covered in Notice 797 For more detailed Information, the employee needs to see the 2007 instructions for Form 1040, 104M 1040EZ, or Pub. 596, Earned Income Credit (EIC). How Do My Employees Claim the EIC? Eligible employees claim the EIC on their 2007 tax return. Even employees who have no tax withheld from their pay or owe no tax can claim the EIC and get a refund, but they must file a tax return to do so. For example, if an employee has no tax withheld in 2007 and owes no tax but is eligible for a credit of $825, he or she must file a 2007 tax return to get the $825 refund. How Do My Employees Get Advance EIC Payments? Eligible employees who expect to have a qualifying child for 2008 can get part of the credit with their pay during the year by giving you a completed Form W-5, Earned Income Credit Advance Payment Certificate. You must include advance EIC payments with wages paid to these employees, but the payments are not wages and are not subject to payroll taxes. Generally, the payments are made from withheld income, social security, and Medicare taxes. For details, see Pub. 15 (Circular E), Employer's Tax Guide. Notice 1015 (Rev. 12-2007) Cat. No. 205991 EXHIBIT 3D Exhibit 3D - Franchisee Documentation Item B.8 - FRANCHISEE'S EEO CERTIFICATION (FORM PW -'n This item consists of A pa�gess (including this page). Initials: Dated/4FInitials: -RAP, Dated. IO {$ FRANCHISEE COUNTY 104 EXHIBIT 3D EXHIBIT 3D — FRANCHISEE DOCUMENTATION Item B.8 - FRANCHISEE'S EEO CERTIFICATION (FORM PW -7) A copy of the EEO certification from our proposal is attached as Exhibit 6. 1163t77.71r171.41 PROPOSER'S EQUAL EMPLOYMENT OPPORTUNITY CERTIFICATION rtosaes Na fiurrlec YJastc Industries. Ada -as: 9690 Cherry Ave, Fontana- CA 92335 imn.rar Rsvareue Serroe E�plYrer rdrnd6"Wa Nuphar 95-3398812 _ In *=otdanc* with Los Angeles County Code Seaton 4.32.010, Via Proposer certifies snd agrees that all persons employed by it its athiatessubsidiaries, or holding companies are and will be treated equally by the firm without regara to orbecause of race religion, ancestry, national origin, or sex and in Compliance with all ana4:scrirr nation Lir" of the United Slates of America and the State of California. I `The proposer has a wrluen polity "ittemerrt prohibiting any d.screminstion in 0 YES All phases of employment. 0 NO 2. The proposer periodically conducts a.self-analysis or :ddrxalion analysis of 8 YES is worn forme. Q Pilo 3 Tees proposer has a system for determining d as employment practices are Qtl YES discriminatory against profteted groups. 0 NO 4. %Mere problem areas are i<teniified in employment practices, the proposer ® YES f tatks a system for taking reasonable carrectrve action to incirde ; Q NO establishment of goals and tvnetabtrs. 4s2007 105 I0A0011-i 11 WED Exhibit 3D — Franchisee Documentation Item B.9 — WASTE DIVERSION PROGRAM, INCLUDING CUSTOMER RECYCLING AND SAFE DISPOSAL EDUCATION PROGRAM This item consists of o pages (including this page). Initials: Dated/'j} 79/D2' Initials -F�Ap Dated: 1030 0e FRA14CHISEE COUNTY 106 BVRRTEC WASTE INDUSTRIES, INC. "We'll Take Care Of It" 1-866-270-5370 Cart Delivery EXHIBIT 3D Burrtec Waste Industries, Inc. will begin trash collection services in the Los Angeles County unincorporated communities of the Santa Clarita Valley beginning November 3, 2008. The new carts will be delivered beginning September 25, 2008, through October 31, 2008 (see reverse). Existing carts and containers will be picked up at time of new cart delivery On your cart delivery day, please leave all of your current carts and containers out so they can be collected You may use the new Burrtec carts once you have received them. Your current trash collection service provider will continue to service your residence with your new carts until October 31st Customer owned containers Burrtec can dispose of your personal containers- Simply place them upside down at the curbside from November 3'd through November 7"' and the containers will be removed. Cart Size or Service Changes Beginning December 1s`, Burrtec will begin taking requests for cart exchanges and/or requests for additional carts. Please contact the Customer Service Department with your request. La Entrega de Carritos Burrtec Waste Industries, Inc. comenzara los servicios de recoleccibn de basura an las comunidades no incorporadas del Valle de Santa Clarita en el Condado de Los Angeles comenzando el 3 de Noviembre de 2008- Los nuevos carritos seran entregados a partir del 25 de Septiembre de 2008, concluyendo el dia 31 de octubre de 2008 (vea el lado inverso de esta pagina). Clientes de Waste Management Republic v Advantage Disposal Los carritos y contenedores actuales serbn recogidos en el momento qua se entreguen los car-itos nuevos. En el dia de la entrega de su carrito, favor de dejar afuera todos sus carritos y contenedores que tiene presentemente para poder recogerlos. Usted puede usar los carritos nuevos de Burrtec una vez que los reciba. Su servicio actual de recoleccibn de basura continuara recogiendo la basura con sus carritos nuevos hasta el 31 de octubre. Contenedores que le pertenecen al cliente Burrtec puede disponer de sus contenedores personales. Simplemente colbquelos bora abajo en la orilla de la Calle. Los contenedores seran recogidos comenzando el 3 de noviembre y concluyendo el 7 de noviembre Tamano de Carrito o Cambios de Servicio A partir del 10 de diciembre, Burrtec comenzara a tomar pedidos para el intercambio de carritos y/o pedidos por carritos adicionales. Favor de comunicarse con el Departamento de Servicio al Cliente con su pedido. 107 �(D 0 U N cu L 0 } EXHIBIT 3D .aea., Z - N It a. ( v EXHIBIT 3D PUBLIC NOTICE SANTA CLARITA VALLEY RESIDENTS Burrtec Waste Industries was awarded the franchise to provide automated residential collection services to Santa Clarita Valley county unincorporated single family and two unit residents beginning November 1, 2008. The standard services will include 3 new 95 -gallon carts. one black cart for household trash, one blue cart for recyclables and one green cart for green waste. Optional 65 -gallon brown carts for manure will be available for an additional fee. To learn more about these and other exciting programs, join us at our community meeting. Light refreshments will be served. Saturday. September 13 -10 am Canyon Country Jo Anne Darcy Library 18601 Soledad Canyon Rd. Santa Clarita, CAON PrAM " Friday. September 19 - 7 um Castaic Sports Complex 31230 N. Castaic Rd. To Aft 00 App Castaic, CA 0 Saturday, September 20 -10 am �strExs Val Verde Park 30300 W. Arlington St. Val Verde, CA These programs have been designed for County area residents by Burrtec Waste Industries in association with the County of Los Angeles. We encourage your support and participation in our efforts to meet mandated solid waste diversion goals established by the State of California. BURRTEC WASTE INDUSTRIES, INC. "Wa rh"Or" ofu^ 1-866-270-5370 109 RURRTEC WASTE INDUSTRIES, INC. "We'll Take Care Of It" EXHIBIT 3D Dear Customer• Burrtec Waste Industries is pleased to announce that effective Monday, November 3, 2008, we will be the new service provider for automated trash and recycling collection services to Los Angeles County unincorporated single family and two unit residences in the Santa Ciarita Valley This new service program is the result of an exclusive franchise agreement that was awarded to Burrtec by the County of Los Angeles Board of Supervisors through a competitive bid process. Your services will include three new 95 -gallon carts: one black cart for household trash, one blue cart for recyclables, and one green cart for green waste. Optional 65 -gallon brown carts for manure will be available for an additional fee. As a Burrtec customer you are also entitled to free on-call bulky item collections twice per year Senior residents may be eligible for a 25% discount if they meet the criteria. For more information about our services or to request a senior application please contact our Customer Service Department. Additionally, we will be phasing in a new fleet of low emission alternative fuel collection vehicles to help reduce air pollution in your community Burrtec, along with the County of Los Angeles Department of Public Works, will distribute educational materials highlighting the importance of recycling and meeting state waste diversion mandates. New carts will be delivered September 25, 2008 through October 31, 2008. Beginning November 3`d Burrtec will begin servicing these carts under the new franchise agreement. Your collection day may change in November Please refer to the enclosed collection schedule map for your collection day Postcards confirming your collection day will be mailed out prior to November P Burrtec is a family owned and operated solid waste collection and recyclables processing company servicing communities throughout Los Angeles County We pride ourselves on our commitment to customer service and to providing the very best in solid waste collection to the communities we serve. Should you have any questions or concerns, please contact us toll-free at 866-270-5370. Sincerely, Burrtec Waste Industries °We'll Take Care Of It" 16000 SpringbrookAve , Suite 101 • Saugus, CA 91350 •866-270-5370 • FAX 661-111-7876 110 EXHIBIT 3D BURRTEC WASTE INDUSTRIES, INC, "We'll Take Care Of It" Estimado Cliente Burrtec Waste Industries se complace en anunciar qua a partir del Lunes, 3 de noviembre de 2008, comenzaremos a proveer los servicios automatizados de recoleccion de basura y reciclaje en su comunidad para todas las viviendas an las areas no incorporadas del Condado de Los Angeles de una o dos unidades en el Valle de Santa Clarita. Este nuevo programa de servicio as el resultado de un nuevo contrato exclusivo de franquicia qua fue otorgado a Burrtec por la Junta de Supervisores del Condado de Los Angeles por medio de un proceso de licitacion competitiva. Sus servicios incluiran tres nuevos carritos de 95 galones: un carrito negro para la basura del hogar, un carrito azul para los reciclables y un carnto verde para los desechos verdes Carritos de color caf6 de 65 galones pare el esti6rcol (bohiga) son opcionales por un cobro adicional. Como cliente de Burrtec usted tambi6n tiene el derecho de solicitar dos recolecciones de articulos voluminosos sada ano. Residentes de edad mayor pueden calificar para recibir un descuento de 25% si cumplen con el criterio. Para mas information acerca de nuestros servicios o para pedir una solicitud para personas de edad mayor, por favor comuniquese con nuestro Departamento de Servicio al Cliente Ademas, estaremos mtroduciendo una nueva flota de vehiculos de recoleccion de combustible altemativo de bajas emisiones para ayudar a rebajar la contaminaci6n ambiental en su comunidad. Burrtec, junto con at Departamento de Obras Publicas del Condado de Los Angeles distribuira materiales educativos sobre la importancia de reciclar y cumplir con los mandatos del estado para el desvio de los desechos Carritos nuevos seran entregados a partir del 25 de septembre de 2008 y concluyendo el 31 de Octubre de 2008- A partir del 3 de noviembre, Burrtec comenzara a proveer mantenimiento y servicio a estos carritos bajo un contrato de franguicia nuevo Su dla de reooleccion pods cambiar an el mes de Noviembre. Por favor vea el horario de recoleccion con mapa incluido para su dia de servicio. Tarjetas postales confirmando su dia de recoleccion seran enviadas por oorreo antes del 3 de noviembre Burrtec as una compania familiar de recoleccion de desechos y reciclables solidos operado por sus duenos prestando sus servicios a las comunidades a trav6s del Condado de Los Angeles. Tomamos gran orgullo en nuestro compromiso de servicio al cliente y de proveer to me)or an la recoleccion de desechos s6lidos a las comunidades qua servimos. Si tiene alguna pregunta o inquietud, por favor llamenos a nuestra linea gratuita a 1-866-270-5370 Atentamente, Burrtec Waste Industries "Nosotros nos encargaremos" 26000 SpringbrookAve., Suite 101 • Saugus, CA 91350 •866-270-5370 • FAX 661-222-7876 s c 6 m E oS `0 "0790 s 0A 012 00 E m U m U a" @g �go� @ c o 21 U 0 0te eN�m�3 zRmmc_� mNis 0 ¢ o E m m _ JL. m O 0 q OTa�UyO .m0 mT'G GL.OZmZ a E m m W� O -Y Ca my or m a x ' dlocosmE 0a Poo p w; gy m ; m_ Tm � Ofm T7 ` dq9 ,x o�tL-�o3t�m5 a . m h c r �vW¢ OwOWm'o- ymwOagy�U N m p m a W L p U L Q p .. 0.2 a m2Q20V_�m4 c_�O Qa¢wao pC❑ Nd0cy m m7m=GFZz 2b 0 0 0 2 w¢ a E `� z 2 ¢¢ owgFC friLL j O m>wOz¢ J ='50 YOw�pU ZED Jz:) Qm d O a 0 J W 3:2 w aw 0 ? c) 0.I� .o ' .o 00 4 0 0 J 0 O T m p E 0 C @ N Il O U 9 9 0 s p 0 m NL Nm Nym am L0 V_m 0 mU U 9 Nm —a0CqU 40mLm oa'O,L tt 0rrd 0 w E 3c T m 0 0 y=o9 O_L= --U E 0@ . ME ULL 09EJ3�Z0m ma 0 0 ,0E` 0 0d YCp Uc@` 0 S Rm@> 0Jm 0 0 momvUa m0` m� Co.a« °om mawJ�o. 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I O0 U C pa' 0 L N1 C Y 0� m �!�j5 � N •O 0 0� N IE .� D C m m t0f O y0 m _m S N_ D m j E m <j S O C m c m aE .�D'EV moNU@=mm�E'c5ammpa wA�mccama uo� @ocE cm Emco lc ti 33 mm E,>m_N@m ^darI Om it 0 w i3 = d m @ o D mm DU ZD 0 OmamAM Em C [OQroamot0 m"cUy'0@y QOy -om om,5s4NU�y0EciwE NmpR � ! ro U ®.0 Lm FL ! O L N n 0 C O C m m C d Smp oi 0'U .O. G -_C > 6 O '0 CC Om Gy1 D o n L] N 0 V J 9 C ^=Tc �a'ami4N m�m a3 DoOD UO>m}O13 cwe yOUmno oovnETmnEc0acc9m K3 9] C! M3 E wmm�_m oa>6 m UmmC m NO(LJ��C m m O gmma0- owymom A�Ntmo w=�a`oN w N q^m E U mmwt Ac >�mUfY �o�imw $w'um00 �O 6gz Oz =2 m sOw vliE�n9 :EXHIBIT 3D W v m • •�.' Ob � Q m C o. mgoaw . G a m T y W w YyGr m3Ea £�tc w9 . O O � m mmEAoo D90 i U N E mam mE w`"t0vm m @S mE a. a y m m O m m O C m 0yi L O m N a c o E . m` m m .a j C o a 'E m 0 y mm. �@o,� oWma Waw 0 rd . A �mmm�aa `mD cm'mwm `o e- m90 CEJ c'Fjm@m> m yawm a v ��Ce i n > '- a o t m v w m •o AQmm m 9 C o- O y U m, n m p :ffV =?�aymRwa Qv�m �@@wmETno m�..Q G!S mmy m TO•00 dWr+iO `Nm waa c—c6m mC • 0 Z g7O N mSH c m w c o m N m C N m V N m o1°@mvm w m N w t1 Q U N Q m y m b Y O m w wNc m'cm � v1 2 EnE E 6 o :EXHIBIT 3D W v m • •�.' Ob � Q m C o. mgoaw . G a m T y W w YyGr m3Ea £�tc w9 . O O � m mmEAoo D90 i U N E mam mE w`"t0vm m @S mE a. a y m m O m m O C m 0yi L O m N a c o E . m` m m .a j C o a 'E m 0 y mm. �@o,� oWma Waw 0 rd . A �mmm�aa `mD cm'mwm `o e- m90 CEJ c'Fjm@m> m yawm a v ��Ce i n > '- a o t m v w m •o AQmm m 9 C o- O y U m, n m p :ffV =?�aymRwa Qv�m �@@wmETno m�..Q G!S mmy m TO•00 dWr+iO `Nm waa c—c6m mC • 0 EXHIBIT 3D 116 Public Works Numbers Burrtee Waste City Parks 1"9.822.9739 909.42&7275 fJsed (M Collection Graft Removal 350(1789 909350 GONE Y z ., ii s tt t a Green Waste Green Waste Collection is provided using your 65 -gallon barrel. All material must be placed in the container. Plastic or paper bags are not acceptable. Tree trimmings and branches may also be placed at curbside in tied bundles no larger than Oft. in length and 2ft. in diameter and less than 651bs. Please call our Customer Service Department at 909.822.9739 for more information. Acceptable green waste material Grass clippings Leaves Tree trimmings Brush Prunings Shrub trimmings Weeds Twigs Small branches Non -acceptable material Animal waste Cactus Dirt Food waste Palm fronds Rock Concrete Bird of Paradise Reminder On collection day, please place your containers in the street, at the curb, or near the corner of your driveway. Barrels should have the handles toward your home. The barrels need to be placed at least 2 feet away from any obstruction such as a fence, mailbox or vehicle. All barrels must be curbside by 6:00 a.m. on your service day. In accordance with the City Ordinance, trash containers cannot remain at curbside more than 24 hours before or 12 hours after your scheduled collection day. Bulky Item Collection Are you replacing an old sofa, water heater or refrigerator and don't know what to do with it? Well take core of it Residents can request up to two curbside collections of large or bulky items during a 12 -month period. Limit of five items per collection. This program is FREE and designed for your convenience. Please call our Customer Service Department one week prior to your scheduled collection day to arrange pickup. EXHIBIT 3D Recycling Tips The following is a list of items that should be included in your recycling barrel: • Aerosol cans (must be completely empty) • Aluminum cans (please do not crush) • Brochures • Cardboard • Cardboard beverage carrier • Cereal boxes (remove wax paper lining) • Computer paper • Coupons • Glass bottles/jars • Glass cosmetic bottles • Junk mail • Laundry bottles • Ledger paper • Magazines • Metal coat hangers • Newspaper • Paper • Paper tubes • Phone books • Pizza boxes • Plastic milk jugs • Plastic bodies #1 - #7 • Tin cans • Tissue boxes • Used envelopes • Wrapping paper The list is always growing so watch for updates in the future and feel free to call our Customer Service Department with any questions. Household Hazardous Waste Collection The City of Fontana's Household Hazardous Waste facility accepts the following items at no charge: television sets, computer monitors, motor oi. _ Al filters, antifreeze, weed killers, pesticides, paints, household cleaners, solvents, fertilizers, batteries and other items which may pose a hazard to the environment The facility does not accept business waste, or explosives, infectious or nuclear waste. Residents must bring their Burrtec trash bill. Hours: Saturday — Sam to 12 noon (Closed hokidaV kends) 16454 Orange Way. Fontana. CA 92335 r •.NZpi F Vic•.-'i�,"�. �`KS• - c' P 1 M1 .;,fit74 .,yip i�"i P�tz 3 -'T t -n Telefonos de. Servicios A Publico Burrcec Waste Parques de la, Ciudad 909.822.9739 909.4287275 Coleccidn deAceim R .muni tto de Graffiti 909.M6789 en !a Dompgau #"!3867 •'-iia r, - 4„it'`. rvd'.;€^ Basura Verde La colecci6n de desecho verde es proporcionada usando su barril de 65 galones. Todo el material debe ser colocado en el contenedor. Bolsas de papel o plastico no son aceptables. Los adornos de arbol y las ramas tambien pueden ser colocadas en su banqueta en bultos atados no mas grandes de 4 pies en longitud y 2 pies en diametro y menos de 65 libras. Por favor flame a nuestro Departamento de Servicio al Cliente al 909.822.9739 para mas information. Material de desecho verde aeeptable Recortes de hierba Pequenas ramas Adornos de Arbol Hojas Podas Cepillo Hierbajos Adomos de arbusto Ramitas Material no aceptable Desperdido de animal Nopa I Tierra Desperdioos de comida Hojas de palma Piedras Hormig6n Ave de paraiso Recordatorio En el dia de colecd6n, favor de poner sus barriles en la Calle pegado a la banquets o cerca del Camino de entada de mdies. Los barriles deben de tener las agarraderas hada su Casa. Los barnles necesitan de estar por to menos dos pies de rebrado de cualquier obstuod6n, ya sea cercos, buzones o carros. Todos los barriles deben de ester afuera a las 6:00 a.m. en su dia de servicio. De acuerdo a la ordenanza de la ciudad, barriles no se pueden quedar en la Calle mas de 24 horns antes o 12 horas despues de su dia de servicio. Articulos Grandes d :stn reemplazando un sofa viejo, calent6n de ague, o refrigerador y no sabe que hater con ef? Wdsotros nos enrargaremos de esol Los residentes pueden solictar hasty dos colecdones de articulos grandes durante un periodo de 12 meses. UrT ite de dnco articulos por odecd6n. Este programa es GRATIS y es diseMdo para su convenianda. Por favor p6ngase en contacto con nuestro Departamento de Servicio at Cliente una semana antes de su dia de colecd6n para arreglar la reoDgida. *:c 11:11Ni Consejos de Redclaje La sigulente es una lista de articulos que deben ser incluidos en su barril de reciclaje: • Las latas de aerosol (deben esti- completamente vacias) • Las latas de aluminio (por favor no las aplaste) • Folletos • Cartulina • Portador de bebida de cartulina • Las cajas de cereal(quiten elforro de papel) • Papel de computadora • Cupones • Botellas/tarros de cristal • Botellas cosmeticas de cristal • Propaganda • Botellas de lavanderia • Papel de libro de contabilidad • Revistas • Ganchos de ropa de metal • Peri6dico • Papel • Tubos de papel • Guias telef6nicas • Cajas de pizza • Botes plasticos de leche • Botellas de plastico #1 - #7 • Latas de estano • Cajas de Kleenex • Sobres usados • Papel de envolver La lista siempre sigue creciendo asi que este al pendiente de ma's articulos en el futuro y sientase libre de Ilamar a nuestro Departamento de Servicio al Cliente con cualquier pregunta. i Y �}s�n fak tn'Sra1a"Y.1t ... Coleccion de Materiales Peligrosos de Casa La facilidad de Colecd6nes Materiales Pel'grosos de Casa de la ciudad de Fontana acepta los siguintes arbdos sin costo: televisio.. monitores de computadoras, aceite de carros y filtros, anticongelar pesticidas, pinturas, limpiadores de case, solventes, fertilizantes, baterias y otros articulos que pueden ser un riesgo al ambiento. Residentes tienen que ensenar su factura de Burrtec. Horas: SAbado - 8am a 12 medio dia (Cerrado finesl semana de fiestivos) 16454 Orance �v. Fontana. CA 92335 EXHIBIT 3D Holiday Schedule Reminder As a reminder, Burrtec Waste Services observes the Mowing holidays: r Christmas Day New Year's Day Memorial Day July 4th When the holiday falls on a weekday, collections for the remainder of the week will be delayed by one day. Burrtec Waste Services (626) 932-1558 C()Ei1111UI1i' C IE'Iilx� October 199 20, & 21, 2006 8:00 A.M. - 2:00 P.M. Don't miss the cleanup in Bradbury to be held October 19, 20, & 21 We offer three convenient drop-off locations: 1) City Hall 2) comer of Mount Olive & Gardi Street 3) comer of Deodar Lane & Bliss Canyon Road Burriecwill supervise the disposal site. Please be prepared to provide proof of residency (your Burrtec bill works great!) The trash containers will be removed daily to monitor disposal. We will be accepting all residential nonhazardous waste. No dues, commercial waste and hazardous waste. Ifyou would like more information about temporary containers for large cleanups, renovations or remodelling projects, please contact our Customer Service Department - Believe it or not, approximately 80% of your holiday trash is recyclable. All the gift boxes, wrapping paper, greeting cards, and cardboard packaging are items that may be placed in your recycling barrel. If you still have excess trash, just place your trash in bags alongside your trash barrel on your collection day the week following Christmas and New Year's Holiday (December 26th through January 6th)- The driver will be instructed to take this additional trash for these weeks only. 12-1 — 1 t, T" al time of year iends together ay season we ct,; ,' �sC d your family jZi'1 1L1-ias ` re£ (Collection Burrtec Waste Services will collect your Christmas tree at curbside after Christmas (December 26, 2006 through January 12, 2007)- Simply put your Christmas tree next to your trash COntalnP*'� nn vn„r regular collection i Trees over 6' need to be cut in half Please take all ornaments and metal stands off of the tree. No flocked trees please. Please call 626.932.1558 with any questions you may have. 1_x1:1 Believe it or not, approximately 80% of your holiday trash is recyclable. All the gift boxes, wrapping paper, greeting cards, and cardboard packaging are items that may be placed in your recycling barrel. If you still have excess trash, just place your trash in bags alongside your trash barrel on your collection day the week following Christmas and New Year's Holiday (December 26th through January 6th)- The driver will be instructed to take this additional trash for these weeks only. 12-1 — 1 t, T" al time of year iends together ay season we ct,; ,' �sC d your family jZi'1 1L1-ias ` re£ (Collection Burrtec Waste Services will collect your Christmas tree at curbside after Christmas (December 26, 2006 through January 12, 2007)- Simply put your Christmas tree next to your trash COntalnP*'� nn vn„r regular collection i Trees over 6' need to be cut in half Please take all ornaments and metal stands off of the tree. No flocked trees please. Please call 626.932.1558 with any questions you may have. Customer Service Information Office Hours: Monday - Friday 8:00 AM to 5:00 P.M. Phone: (626) 932-1558 ADDRESS: 1017 W Gladstone Azusa On collection day, please place your containers in the street, at the curb, or near the corner of your driveway. Barrels should have the handles toward your home. The barrels need to be placed at least 2 feet away from anyobstmction such as a fence, mailbox, or vehicle. All barrels must be curbside by 6:00 A.M. on your service day. CC'_ Burrtec Waste Services provides unlimited green waste collection. t All material must be placed in �\ your container Plastic or paper bags are not acceptable. Tree �L trimmings and branches may g also be placed at curbside in tied bundles no larger than 4ft in length and 2ft in diameter and less than 65 lbs. Please call our Customer Service Department at (626) 932-1558 for more information. Grass clippings Leaves Tree trimmings Brush Prunings Shrub trimmings 7eeds Twigs qA branches Non -acceptable material Animal waste Dirt iPalm fronds Concrete Cactus Food waste Rock Bird of Paradise EXHIBIT 3D t Wit_ Ll_iiFi! a'c cica- 1111PSI } We offer 3 -yard to 40 -yard containers for residential cleanups and special projects. Please call our Customer =1Service Department at (626) 932-1558 for more information. R6?C -C 1118 Tips The following is a list of items that should be included in your recycling barrel: Aerosol cans (must be completely empty) Aluminum cans (please do not crush) Brochures Cardboard Cardboard/plastic beverage carrier Cereal boxes (remove wax paper lining) Computer paper Coupons Glass bottles/jars Glass cosmetic bottles laundry bottles Ledger paper Magazines Metal coat hangers Newspaper Paper Paper tubes Phone books Pizza boxes Plastic milk jugs Plastic bottles #1 • #7 Tin cans Tissue boxes Used envelopes Wrapping paper junk mail x r The list is always growing. Watch for future updates and feel free to call our Customer Service Department with any questions. ,cid'. '. Are you replacing an old sofa, water heater, or refrigerator and don't know what to do with Burrtec Waste it? We'll take care oft Residents can request up to two curbside collections of large or bulk Services items during a 12 -month period. Limit of five items per collection. This program is FREE and designed for your convenience. Please call our Customer Service Department one week prior to your scheduled collectidtYilay to arrange pickup. ftAftd.9n EXHIBIT 3D EXHIBIT 3D — FRANCHISEE DOCUMENTATION Item B. 9 - WASTE DIVERSION PROGRAM Customer Recyclables Diversion Education Program Burrtec Waste Industries, Inc. (Burrtec) is committed to assisting the County in achieving its waste diversion goals. Our development and implementation of waste diversion programs has been the key to our success in the many communities we serve throughout Southern California By targeting select materials in the residential, multi- family, commercial and industrial waste streams, we have increased diversion percentages and decreased the amount of material disposed of at local landfills. Residential and Multi -Family Premises Our proposed residential program will include the basic services requested by the County Franchise Agreement. All single-family services and selected multi -family services include one 95 -gallon cart identified for the collection of recyclables Residents will receive initial information on acceptable recyclables in addition to periodic updates and reminders. The acceptable materials list will also be labeled/hot-stamped on the container itself Additional recycling carts will be available on request. Residents will also receive one 95 -gallon cart identified for green waste collection Residents will receive initial information on acceptable green waste in addition to periodic updates and reminders. The acceptable green waste material list will also be labeled/hot-stamped on the container itself Additional green waste carts are available upon request. As per the Franchise Services Specification, bulky items, E -waste and CEDs will also be collected and processed to achieve the maximum diversion CustomerRecyclables Diversion Education Plan At a minimum the diversion goal for the residential and multi -family solid waste collections program will reflect the current State requirements, currently at 50% This number may increase in future years and our programs and processes must meet that demand. Burrtec records all solid waste tonnage collection on a daily basis. Our methodology includes categorizing the tonnage by material type, route, and collection day This information allows us to target participation, contamination, and overall waste generation. Our efforts can be focused on any and all areas in need of improvement as well as reinforcing positive results from good recycling practices. At the end of each month this information cumulates in a Waste Generation and Diversion Report that specifies total tons by material type. All diverted materials 123 *:1:11=1111501 tonnage (recyclables, green waste, metals, wood, E -waste, CEDs, etc) is totaled and compared to total solid waste collected A diversion percentage is established at that time for that month. Another tool used in the establishing of the monthly diversion number is the waste characterization report received from the material recovery facility that is used to process the collected recyclables. By using periodic sampling, the facility determines the average commodity markup of the recyclables that are collected in a commingled or mixed fashion. It also reveals the amount of contamination or non -recyclable material that is present in the total tonnage collected Source separated material that does not have mixed commodities such as green waste, is weighed, cleaned from contaminates, and then processed All clean processed material tonnage is calculated and used to determine the diversion percentage. Through up-to-date collection methods, processing and detailed recordkeeping of all information, all programs can be evaluated for effectiveness and productivity. These results determine, once again, where we focus our operational and educational efforts and the overall success in meeting our diversion goals. Our approach to successful recycling and diversion programs is simple. • Provide a wide selection of acceptable materials • Offer a simple yet complete collection program • Implement a public education plan that encourages participation and diversity An important component of diversion education is community outreach. Burrtec proposed to identify community outreach efforts based on an annual calendar of events In addition to meetings and presentations to key accounts such as property managers and site managers of multi -family facilities, an ongoing schedule of presentations to local chambers of commerce, school districts and service clubs will be developed A quarterly newsletter will also be mailed to all accounts giving the most up-to-date information regarding recycling information, community information and diversion related articles. Public education and community relations are vitally important during the transition period and throughout the term of the Agreement. Burrtec Waste Industries, Inc., has successfully implemented a variety of solid waste transition and collection programs, each of which has included a complete community education element One of the most important elements of this transition for the County of Los Angeles will be extensive public education activity and hands-on community involvement. Burrtec Waste Industries, Inc., in association with the County, will develop a community education plan with the following objectives. Maximize Diversion and Recycling Tonnage 124 EXHIBIT 3D • Reduce Source Waste • Buy Recycled -Content Products Spread Anti -Scavenging Messages • Increase Recycling Participation The plan will incorporate the following components. • An Expanded Recycling Program • Praise for Residents for Reaching AB 939 Goals • Raise Public Awareness — "The New Program is the Next Step to Success" • Support and Expand the Existing Recognition Techniques • Coordinate Education Programs with All Groups in the County • Maintain Program Information in English and Spanish The program will be updated each year and will focus on the following areas. Service Brochures These brochures will describe the County's solid waste collection, recycling, and green waste programs and will be mailed or delivered to each residential and multi -family customer before transition begins. Fliers Burrtec will develop and distribute information flyers on an "as needed basis," with County's approval, to further educate residents and reinforce recycling programs. Quarterly Inserts Quarterly, Burrtec will develop and distribute to residential and multi -family customers a newsletter containing timely information on services provided, recycling, community events, holiday schedule, bulky items, E -waste, and proper disposal of hazardous waste School District Solid Waste Recycling and Diversion Program This program will be designed to complement the school curriculum and increase County's diversion It will be implemented at all schools in the County serviced by Burrtec. Highlights include - 1. Display Materials for School Assemblies 2. Participation at School Assemblies 3. Guest Speaker Programs 4. Judging at Science Fairs 5. Educational Handouts 6. Classroom Activities 125 x:1:11 -3193x] Burrtec has always taken an active role in community service and events. Our presence and involvement at events lets residents know we are committed to the County of Los Angeles The Burrtec presence also reminds residents to think about their refuse and recycling practices, whether or not the event is tied to solid waste. Burrtec will provide personnel, equipment, collection services, promotional items, and cardboard trash boxes, at no charge, in a continuing effort to educate the public, promote solid waste awareness, and support the County Following are examples of community services and events in which Burrtec will participate: 1. Chamber of Commerce 2. Service Clubs & Activities 3. Youth Organizations 4. School Sports 5. Community Meetings 6. County Celebrations - Parades, Pageants, Fairs Source reduction is a constant public information and education effort. Through all of the items outlined above, Burrtec will continue to improve source reduction and encourage residents to "Reduce, Reuse, Recycle." This is a brief overview of our public education and community relations program. Greater detail regarding public education efforts during the transition period, are provided in the sub -section Transition Plan. Burrtec pledges that all objectives, components and materials, outlined in Agreement will be included in the program for the County of Los Angeles Please refer to the Appendix Section for samples of public education literature produced by Burrtec. Additional Diversion Programs E -Waste Drop Off In conjunction with the community cleanup and curbside bulky item collections program, Burrtec proposes to offer a centrally located E -waste drop off site for all residential customers within the Los Angeles County Santa Clarita Valley Franchise service area. Residents will be allowed to bring up to five E -waste items to the operating facility at 26000 Springbrook Ave, Suite 101 in Santa Clarita. This service will be provided as part of the basic services with no additional charges. Shams Program Burrtec will provide qualified residents with a sharps container at no additional cost. Home generated sharps, such as needles, syringes, and lancets, should be placed in a sharps container and removed from the regular household waste stream and minimize exposure to solid waste workers and recyclables processors Participating customers can pick up a sharps container at Burrtec's local Santa Clarita office. Once the container is filled, residents are asked to return the full container to the office for proper disposal and can pickup another container Limit 3 containers per residence per year 126 EXHIBIT 3D Quarterly Recycling Contest Effective residential recycling efforts are an integral part to a successful curbside recycling and green waste diversion program To reinforce these diversion efforts, Burrtec will provide financial incentives to participating residents on a quarterly basis Residents will be encouraged to sign up for a quarterly contest where selected residents are eligible to receive awards for meeting the criteria and guidelines of the recycling and green waste diversion programs. Contest information and program winners will be announced in the quarterly newsletters. Used Oil Recycling Burrtec will provide curbside collection of used oil for participating residents. Said collection will be provided on the first Tuesday or Thursday of each month and must be prescheduled for collection. Used oil must be placed in Burrtec provided plastic containers that are available upon request by contacting the Customer Service Department. Limit of 3 containers per residence per year Earth Day Mulch Reuse Program On the Saturday preceding Earth Day (April 22nd), Burrtec will provide residents with free mulch. The mulch can be used on gardens and lawns while promoting the green waste recycling program. Residents will be asked to bring their own containers to fill. Limit of twenty gallons of mulch or its equivalent. The mulch giveaway program helps the environment as well as closes the loop in reusing processed green waste. Unlimited Green Waste Collection Burrtec will collect unlimited amounts of excess green waste from residential customers. The excess green waste can be placed in customer owned barrels, plastic bags or tied bundles (not exceeding 4 feet in length, 2 feet in diameter and no more than 65 lbs) Customers must contact Burrtec in advance to schedule the excess green waste collection This unlimited collection allows customers to dispose of excess green waste during seasonal fluctuations. 127 EXHIBIT 3D GREEN WASTE ONLY 1 DESECHOS VERDES SOLAMENTE ACCEPTABLEACEPTABLE: NOTACCEPTA%EMO ACEPTABLE: LarW Hops Conawclion Dekin Esaombrosdo CrmSBucdm Gran Cloptl Pastav r '^ rT' ,- DiruTMm Brmohm RYDY t4" .rFy c4tao'Sam r' ' Bid NalortNw '� �: -, x t A, � Pahl Tree Trimnmgu Rewrin de Pidwas Sed It*Ayeman Palm Fwft Hops de Pahwn Tree Tiimmhsgtl Reewles de Aftles NOIIAIADDOUS,UgWDOR BECiNONCNNSTE PinficCadvil Carlos, RDCkN Pledln NO BE PERMUTE DESECHDS TOKM. PRMOSDS YUQI8808 Amal Wor Papsstier Bdo Anda PNaBraode PapN Fm Nme lu mAR AW hormdkpYA dHWsehdd Namdaw Wsk 92WW UR Animal WasY!Esdelcd deAninel Pan mas immmm dedesedm domsaws pelq; s porhm(lame a: 148WZLEANa 11 RECYCLABLES ONLY to ACOTAMAMABU RECICUBLES SOLAMENTE pe�ipa� Q y I Almoinum and Metal I Cmt Utas de AWIaie10 de Metal Chmakid Almiamnd carawndind Pla�DOM JugS, anokid in Nm cn Cb*Wd JnndDwm ' CardboardCaRea NO WIARDOUS, 11QUIDOR ELEaROKWASTE aPlastl6Bottlev OMCHDSTO=jPEII 06%Y000MOSNOSEW RECOLECTADOS BoteBasdoPlastico ForgalifolnobNnbwdheatoffgYdHolSMhetYdoosWnmWNW CA IDlasst{Nkio Pon mathdwaaBiondedeclladomeahcapolp sosparfWahua 148K CLEANdA Yk;lf;i ITIL.... jr-: a GalbagPJBasnra a Fluids1igaidos a Battoriessatedas e DiaperslPanales a linea WastelDesedlos Verdes TRASH ONLY/BASURA SOLAMENTE ACCEPTABLEIACEPTABLE Palm Frouds6ojas de Palmeres Normal Household WastelDesechos Domesdcos Normal Animal WastelDesechos de Animal NOT ACCEPTABLEMOACEPTABLE Rocks,131;0iedras, Tkma Green WastalDesechos Verdes RecyclableslRecklables ConcratelConcreto Construction Deb ilslReaiduos de Construcci6n `Hazardous Wasta! Desechos Pergrosos THE FOLLOWING HAZARDOUS WASTE MATERIALS ARE NOT ACCEPTABLE: "pirNraezy Heusthdd Ckanem, Mww 01 Pa Thime5 Parols, Late: w o8 -bad) FOR YORE INFORMATION ABOUT 140USMLO HAZARDOUS WASTE MATERIALS CALL 11888) CLEAN LA DESECHOS PELIGROSOS DONFSTICOS INCLUYE TODD LO CLASffMADO COMO TO%ICO. FLANFBLE OR IRWANTE 'LAlwmngetantn. Llpwdn pan Limpie4a DomesskM Amb de Aubmdailn. Gduyeade de Ptraura, Pmtwas litesy a base de ace -ft) PARA NAS IiFORNACION DE DESECHOS DOMESTICOS PEUGROSOS POR FAVOR LLANE A I /1188) CLEAN LA To Repent Rephcmllerd andlw Additional Conuwmis) Contact BwmeO p0%3254417 Two Reemplaw ylo peQo Botels)Adkionaln Loam: Bo rko (800) 325-%17 128 EXHIBIT 3D Exhibit 3D - Franchisee Documentation Item B.10 - ALTERNATIVES TO FULLY AUTOMATED OR 95 -GALLON CARTS This item consists of a pages (including this page). Initials:' DatedlAJW gInitiats:-F�N Dated: ID 3D 08 FRANCHISEE COUNTY 129 EXHIBIT 3D EXHIBIT 3D — FRANCHISEE DOCUMENTATION Item B. 10 - ALTERNATIVES TO FULLY AUTOMATED OR 95 -GALLON CARTS. Locations that are difficult to service with automated curbside collection vehicles will be offered manual collection scooter service with the same aggregate capacity as the 95 - gallon containers. This service will be provided at a surcharge as provided in the rate schedule Customers with space restrictions for cart storage or at the set -out site will be offered alternatives to the 95 -gallon carts. Burrtec Waste Industries, Inc. (Burrtec) will provide alternative containers having the same aggregate capacity of 95 -gallons These alternatives will include a 65 -gallon and a 35 -gallon container at no extra charge. If a qualifying, elderly residential customer requests a 35 -gallon container, Burrtec will provide said container so long as the customers can dispose of all his or her refuse inside the 35 -gallon container and does not commingle refuse in his or her Recyclables or Green Waste Cart(s) 130 EXHIBIT 3D Exhibit 3D — Franchisee Documentation Item B.11— COUNTY -APPROVED SUBCONTRACTORS This item consists of pages (including this page). Initials:Dated, itials:�_ Dated: 1015010& F CHISEE COUNTY 131 EXHIBIT 3D EXHIBIT 3D — FRANCHISEE DOCUMENTATION Item B.11 - COUNTY -APPROVED SUBCONTRACTORS Burrtec Waste Industries, Inc. (Burrtec) will not utilize subcontractors in the performance of the day -today operations within the context of this franchise agreement. Rehrig is a County approved subcontractor and has agreed to supply Burrtec with automated carts as presented in the RFP Per the attached letter with Rehrig, carts will be manufactured and supplied to Burrtec. Residential Carts The information for the cart manufacturerlvendor is listed below Rehrig Pacific Company Blair Chastain 4010 East 26" St Los Angeles, CA 90023 (323)262-5145 (323) 269-8506 — fax Burrtec has no ownership interest in Rehrig Pacific Refuse Collection Vehicles Diversified Truck Center of California, Mira Loma is a County -approved subcontractor in that Burrtec has purchased refuse collection vehicles (as demonstrated in Section A2 of the Franchise Documentation) for the Santa Clarita Franchise Area The new alternative fuel, CNG powered, refuse collection trucks will be the property of Burrtec and will be used in the Santa Clarita Franchise Area. Burrtec does not have any ownership interest in Diversified Truck Center of California The information for the refuse collection vehicles can be found below: Diversified Truck Center of California, Mira Loma Mr Jerry Dalton 3777 De Forest Circle Mira Loma, Ca 91752 (909) 685-3456 — (800) 909-8785 Fax(909)685-2788 132 TRUCK CEFfm 3777 Do FarW Ckid@ 64ha tonna, CA 91152 Phaaa 452-6W3455 Fax M&US•2755 fit ��w P&X. M"m Fli-ti-.lr�- 4 # 4j." a EXHIBIT 3D INVOICE ltmza M 32609 DATS& MUMN 26, 2005 PM Wa 2000 ALfrmm ~AN YGM • SYCAMEWZC76i2 Yin 0 SvmCBLM M237611 nMAlf 5v(b�M".V7614 kph SvaC6LY30M20761S YlM s 5907616 va • svicuc l7am 7667 va • Svcoc%kvW ?b:0 !A a SVCDC6LOMEM619 JM • WVCX6LE75KM7620 Dl9M 133 AMWJW CAM Ftp! Me Wx" M a' (fE�k/t. E6Ci50 OM FM IICEf6E FEII MRCHAM ORDER !t 7 MIP TERlm ma 6UY 1w . 20" lbb A#�OU#6T IR R6fD 1T AR:Q. #r ; 2AQt VCAt 133 ..i t • ■ iijilLIial 3777 De Ferest CITae lura tarns, CA 91752 Phone 951-685-3456 I& sumac Wane todustrles !MO CMnY AVOW rygMa, CA gum ATM COIF SOAR. Pill ww Em mirwa wxm" IN as AI Via s SVCDCSA C9MWO) EXHIBIT 3D INVOICE INVOICIC,# 207671 DATB: 5119/0$ aROCR Ir)ON ANO1aYr ' am PRICE X70/ W%AW Atffaw I FEDERAL i%CM SNES TAX......�.�-- ODC F� t MMK FEE i 4 i All Thank yea for Tow b►uu+uo) 134 EXHIBIT 3D DWERSInE D TRUCK CENTER INVOICE 1777 04 Forest ClfdO 14ha Loma, CA 91752 phone 951-685-3458 Fax 951-a5.2788 INVOICE R 207624 DAIS: 5/21/08 CASH vRLf2 m" wow 06ulo tR FOEMI no r S,Agy TAR DOG KE I1CLW RZ TOTAL 135 FM M NEW zm m?oc IR W AM Surrtec Waste In asuies STOCK PHAMP 9000 cmm A+ V[N • SVLOCGU4SM207fiN rent law CA 93M A r9N COIR WJm CASH vRLf2 m" wow 06ulo tR FOEMI no r S,Agy TAR DOG KE I1CLW RZ TOTAL 135 DIVERSIFIED TRUCK CENTER 3777 De Forest Cirde Mira Loma, CA 91752 Phone 451-68503456 Fax 951-685-2786 To Burnes Waste Industries SMIM Cb W" Awnrs Foomkm , n OZM ATm CDL! DUNA J'a KE fog TOUL TAS you for VOD huMNGW 136 EXHIBIT 3D INVOICE INVOICE #207623 D4TEr 5121/08 *7:11:112191 PZ4 1 -);1WrzF-3 - egivt M *;gu RE: IosAngda County Franchise Areas - Santa Car#a -.;.• Pacffic Company has produced apprvamately10,000 of the 57,400 Intal carts. Tlfflm 4 .r •. . �i>. amu' «: ` Illiij to F4 4010EAST28'ST.9 WBANOft.E%CAUF 9=1323-M-5145 a FAX 823.29 QUALM CONTAINERS FOR INDUSTRY SINCE 1913 137 c 17r5OO Blmk 900 :11 Block H Blue 900 Blue ?11 Blue H Green :11 Green 811 ti_e 11 Brown -.;.• Pacffic Company has produced apprvamately10,000 of the 57,400 Intal carts. Tlfflm 4 .r •. . �i>. amu' «: ` Illiij to F4 4010EAST28'ST.9 WBANOft.E%CAUF 9=1323-M-5145 a FAX 823.29 QUALM CONTAINERS FOR INDUSTRY SINCE 1913 137 EXHIBIT 3D Exhibit 3D — Franchisee Documentation Item B.12 — ADDITIONAL FRANCHISEE COMMITMENTS MADE IN ITS PROPOSAL FOR PROCUREMENT OF THIS AGREEMENT This item consists of 3 pages (including this page). Initials. _Dated��itials: �iyl 12 Dated. 10 FRANCHISEE COUNTY Burrtec Waste Industries, Inc. agrees to notify customers in the Santa Clarita Franchise area regarding its E -Waste Drop Off service in the next quarterly newsletter Burrtec Waste Industries, Inc. will amend the Subscription Order Form to include E -Waste Drop Off service under Standard Services at its next scheduled printing of the Subscription Order Form for the Santa Clarita Franchise iBI:3 EXHIBIT 3D EXHIBIT 3D — FRANCHISEE DOCUMENTATION Item B.12 - Franchise Commitments Made in Proposal 1. Alternative fuel vehicles Alternative fuel vehicles will be purchased and used for residential refuse and recycling collection services in the Santa Clarita Valley Franchise Area. These vehicles will operate compressed natural gas (CNG) fuel system. 2. Unlimited on-call excess green waste Unlimited on-call pick-up of excess green waste — Burrtec Waste Industries, Inc. (Burrtec) will collect extra green waste set -out at the curb in customer owned barrels or bundles at no additional cost. Bundles should be no larger than 4 ft. in length and 2 ft. in diameter and weigh no more than 65 lbs. Customer needs to request this collection at least 24 -hours in advance of their regular schedule pick-up day Multi Family customers can also participate with a limit of 4 unlimited excess green waste collections per parcel per year 3. Used Oil Recycling Burrtec will provide curbside collection of used oil and used oil filters for participating residents. Collections must be scheduled in advance with the Customer Service Department for collections to be provided on the first Tuesday or Thursday of each month Customers who want to participate in this program must contact Burrtec and request a used oil collection container Burrtec will provide up to three (3) used oil containers per residence per year Drained used oil filters must be placed in clear plastic bags (i.e. ziploc) or a coffee can with a secure lid 4. Sharps Collection Program Burrtec will provide qualified residents with a sharps container at no additional charge. Home generated sharps such as needles, syringes, and lancets should be placed in a sharps container and removed from the regular household waste stream to minimize exposure to solid waste workers and recyclables processors Sharps containers are available for pickup at Burrtec's Santa Clarita office. Once the container is filled, residents are asked to return the container to the office for proper disposal. Limit three (3) containers per residence per year 5. E -Waste Drop Off Burrtec will offer a centrally located a -waste drop off site for all residential customers within the Santa Clarita Valley Franchise service area Customers will be allowed to bring up to five a -waste items to the operating facility at 26000 Springbrook Ave, Suite 101 in Santa Clarita. This service will be provided as part of the basic services with no additional charges. 139 EXHIBIT 3D 6, Quarterly Recycling Contest Effective residential recycling efforts are an integral part to a successful curbside recycling and green waste diversion program. To reinforce these diversion efforts, Burrtec Waste will provide financial incentives to participating residents on a quarterly basis. Residents will be encouraged to sign up for a quarterly contest where selected residents are eligible to receive awards for meeting the criteria and guidelines of the recycling and green waste diversion programs. Contest information and program winners will be announced in the quarterly newsletters. 7. Earth Day Mulch Reuse Program On the Saturday preceding Earth Day (April 22"d), Burrtec will provide residents with free mulch. The mulch can be used on gardens and lawns while promoting the green waste recycling program. Residents will be asked to bring their own containers to fill with up to twenty gallons of mulch or its equivalent. The mulch giveaway program helps the environment as well as closes the loop in reusing processed green waste. Residents will be notified of this event in our quarterly newsletter 8. Bulk Billing Discount Program A waste collection service rate discount of 3% is available to qualifying Home Owner Associations (HOAs) that subscribe to the bulk billing discount program. Bulk billing discounts are available for HOAs that register for the program and who pay for waste collection services through a single consolidated invoice for all residences within the HOA. These billings are generated on a quarterly basis similar to the standard residential service program 9. 2 Cart HOA Discount Program Home Owner Associations (HOAs) participating in the bulk billing program may also be eligible to subscribe to the 2 cart HOA discount program. Under this program, green waste collection services are not offered to any residents within the HOA. To be eligible for the 2 cart discount, the HOA must participate in the bulk billing program, the HOA must agree that no green waste collection services will be provided to any residents in the HOA, and the HOA must provide verification of an existing green waste diversion program. Verification includes disposal processing facility receipts from facilities used by the HOA landscapers/gardeners. 10. Unlimited Green Waste Collection Burrtec will collect unlimited amounts of excess green waste from residential customers. The excess green waste can be placed in customer owned barrels, plastic bags or tied bundles (not exceeding 4 feet in length, 2 feet in diameter and no more than 65 lbs) Customers must contact Burrtec in advance to schedule the excess green waste collection_ This unlimited collection allows customers to dispose of excess green waste during seasonal fluctuations. 140 EXHIBIT 10 - RATES A. Rates. Rates - EXHIBIT 10 1. Rate Schedule and Rate Adjustments. FRANCHISEE shall charge Customer Service Charges in amounts less than or equal to the Rates set forth in the Rate Schedule. These Rates will be adjusted at FRANCHISEE'S request, submitted at least 60 days in advance, or at the Director's option, as the case may be, in any of the following events: a. Annual changes in the CPI, DOE CNG, or DOE Diesel in accordance with the Rate adjustment protocol in subsection A2 and examples in Tables 1, 2, and 3 of Attachment 1 of this Exhibit 10; b. Change in FRANCHISEE'S costs of Disposal of Refuse at the Solid Waste Facility it has designated in Franchisee Documentation as provided in the Rate adjustment protocol in subsection A3 and example in Section B of Attachment 1 of this Exhibit 10; or C. Change in FRANCHISEE'S Direct Costs of providing Franchise Services due to Changes in Law or changes in Franchise Services or Franchise Standards as agreed to between FRANCHISEE, and the Director. All calculations are rounded to the nearest 1/100th decimal place (for example, 101.9656% to 101.97%, or 101.9637% to 101.96). The decimal 5 is rounded down (for example, 101.965% to 101.96%). Adjustments in Customer Service Charges are rounded to the nearest penny (for example, $25.34). If any adjustments are made to Net Rates, then the amount of the Franchise Fee in effect at the time of adjustment will be re -calculated and added to the adjusted Net Rates. No adjustment will be effective until notice thereof has been provided to the Board of Supervisors. Net Rates will be adjusted only if there are no Breaches that have not been cured after Notice from the Director in accordance with Section 17A and no Franchisee Defaults. FRANCHISEE shall provide all Customers a minimum of 30 days' advance written notice of the implementation of changes in any Customer Service Charges or other notices directed by COUNTY. Rates will not otherwise be adjusted, including for actual changes in the price of fuel or increases in Disposal tipping fees other than as described in the preceding items a and b, respectively, of this subsection Al. If Page 76 Rates - EXHIBIT 10 FRANCHISEE and the Director fail to reach agreement to adjust the Rates as a result of Changes in Law or changes in Franchise Services or Franchise Standards as described in preceding item c of this subsection Al, COUNTY will have the option to terminate this AGREEMENT in accordance with Section 17D. 2. Rate Adjustment for Annual Increase or Decrease in CPI, DOE CNG, or DOE Diesel. a. Adjustment Due to Change in CPI. Beginning on July 1, of the second Calendar Year of the Term and thereafter on each succeeding July 1, the Service Component will be adjusted by 75 percent of the percent change, if any, between the following: • the CPI during the 12 -month period commencing April 1 of the previous year to March 31, of the current year, and • the CPI during the 12 -month period commencing April 1 of the next previous year to March 31, of the previous year, no greater than 5 percent, as confirmed by COUNTY'S Auditor -Controller. b. Adjustment Due to Change in DOE CNG or DOE Diesel The DOE CNG rate adjustment will apply only to the percentage of Vehicles in a fleet that use compressed natural gas. The DOE Diesel rate adjustment will apply only to the percentage of Vehicles in a fleet that use diesel. Adjustment Due to Change in DOE CNG. Beginning on July 1 of the second Calendar Year of the Term and thereafter on each succeeding July 1, the CNG Fuel Component will be adjusted by the percent change, if any, between the following: • the DOE CNG commencing April 1, of the previous year to March 31, of the current year , and • the DOE CNG published during the four quarter - period commencing in April of the next previous year and ending in January of the previous year as confirmed by COUNTY'S Auditor -Controller. (Table 2 in Attachment 1 of Exhibit 10) ii. Adjustment Due to Change in DOE Diesel. Beginning on July 1, of the second Calendar Year of the Term and thereafter on each succeeding July 1, the Diesel Fuel Page 77 Rates — EXHIBIT 10 Component will be adjusted by the percent change, if any, between the following: • the DOE Diesel during the 12 -month period commencing April 1 of the previous year to March 31 of the current year, and • the DOE Diesel during the 12 -month period commencing April 1 of the next previous year to March 31 of the previous year, C. Rate Adjustment Definitions. "CNG Fuel Component" means 5 percent of the Net Rate shown on the Rate Schedule times the percentage of Vehicles that use compressed natural gas. "CPI" means the Consumer Price Index for all Urban Consumers (Los Angeles -Riverside -Orange County) (Not Seasonally Adjusted) All items, Series ID CWURA421SA0, Base Period 1982-84=100, published by the United States Department of Labor, Bureau of Labor Statistics at http://data.bls.gov/cqi-bin/surveymost. "Diesel Fuel Component" means 5 percent of the Net Rate shown on the Rate Schedule times the percentage of Vehicles that use diesel. "Disposal Component" means 30 percent of the Net Rate shown on the Rate Schedule. "DOE CNG" means the Nationwide Average Price for Fuel - Compressed Natural Gas Average Prices by Region from Clean Cities Sources, published quarterly in Energy Efficiency and Renewable Energy / Clean Cites Alternative Fuel Price Report from the United States Department of Energy website, http://www.eere.energy.gov/afdc/price_report.html or if that is permanently discontinued, another CNG price published by a state or the federal government selected by the Director. "DOE DIESEL" means the Diesel (On Highway) — Product/All Types for Area/California (Period: Annual) price published monthly in the Official Energy Statistics from the United States Department of Energy website, http://tonto.eia.doe.gov/dnav/pet/pet_pri_gnd_dcus_sca_m.htm, or if that is permanently discontinued, Producers Price Index — Commodities Fuels and related products and power / No.2 diesel fuel Series Id: WPU057303 published by the United States Bureau of Labor Statistics at hftp://data.bls.gov/cqi-bin/surveymost. "Net Rate" means Rate minus Franchise Fee. Rates — EXHIBIT 10 "Service Component" means 65 percent of the Net Rate shown on the Rate Schedule. "Weighted Rate Adjustment Percentage" means sum of the adjustments due to changes in the CPI, DOE CNG, and DOE Diesel and disposal tipping fees calculated as provided in subsections A2a, Alb, and 4A3, respectively. d. Net Rate Adjustment Calculation. The Weighted Rate Adjustment Percentage, times the prior Net Rate, is added to the prior Net Rate to yield the adjusted Net Rate. A sample calculation is included in Section C of Attachment 1 of this Exhibit 10. e. Temporarily Discontinued Indices. If a price or index is temporarily discontinued on the date of adjustment, the last available price or index for the required period of time (such as calendar year or other 12 -month period) will be used. 3. Rate Adjustment for Changes in Disposal Facility Fees. Beginning on July 1, in the second full Calendar Year of the Term and thereafter on each succeeding July 1, the Disposal Component of Net Rates will be adjusted for any change in Disposal tipping fees charged FRANCHISEE by the Solid Waste Facility designated by FRANCHISEE in Franchisee Documentation during the period commencing on the Execution Date or April 1, of the prior year, as applicable, and ending on March 31, of the current year. FRANCHISEE must substantiate to the satisfaction of the Director that FRANCHISEE is experiencing that change in Disposal tipping fees. (For example, FRANCHISEE may have independently contracted for Disposal at a cost lower than posted tipping fees at the Solid Waste Facility designated by FRANCHISEE in Franchisee Documentation, or FRANCHISEE may own the Solid Waste Facility it designated for Disposal and consequently internalize Disposal costs lower than posted tipping fees at the Solid Waste Facility designated by FRANCHISEE in Franchisee Documentation. If FRANCHISEE does not substantiate to the satisfaction of the Director that FRANCHISEE is experiencing that change in Disposal tipping fees, the Disposal Component will not be adjusted.) A sample calculation is attached in Section B of Attachment 1 of this Exhibit 10. Page 79 Rates—EXHIBIT 10 ATTACHMENT 1 - RATE ADJUSTMENT EXAMPLES A. Section A2 of Exhibit 10: Annual increase or decrease in CPI, DOE CNG, or DOE Diesel. Table 1- Adjustment Due to Change in CPI (Section A2a of Exhibit 10). Calculate percent change April 1, 2006 - March 31, 221.64 in CPI (12 -month average, 2007 quarter 2.12 July and October 2007, April 2008 1, 2007 - March 31, 228.59 not month-to-month) Percent Change 3.14% (not more than 5%) Adjustment to Service Fee 75 percent of percent 2.35% Component I change in CPI Adjustment to CNG Fuel Table 2 - Adjustment Due to Change in DOE CNG (Section A2b of Exhibit 10). Calculate percent change June and October 2006 (2.30+1.99+2.06)/3= in DOE CNG (average of quarters and March 2007 6.35/3= quarters in year - which quarter 2.12 July and October 2007, (2.29+2.33+2.44)/3= may vary, not quarter -to- quarter) quarters and January 7.06/3= 2008, quarter 2.35 Percent Change (2.35-2.12)/2.12= 0.23/2.12=0.1085 10.85% Adjustment to CNG Fuel 30 percent of percent 0.30 X 10.85%= Component change in DOE CNG *3/10 3.25% Vehicles)* Table 3 - Adjustment Due to Change in DOE Diesel (Section A2b of Exhibit 10). Calculate percent change in i April 1, 2006 March 31 2007 271 66 DOE Diesel (12 -month', April 1, 2007 March 31, 2008 1317.55 average, not month-to-month) Percent Change 16.89 percent - _------ ------ -- - ._.-..-. Adiustment to Diesel Fuel 70 percent of percent change in 11.82 percent Component DOE Diesel 7/10 Vehicles)* *In this above example, the FRANCHISEE owns a total of 10 Vehicles, and 3 Vehicles use compressed natural gas and 7 Vehicles use diesel. .- 1 Rates—EXHIBIT 10 B. Section A1/A3 of Exhibit 10: Changes in Disposal tipping fees. Table 4 — Adjustment Due to Change in Disposal Tipping Fees Disposal tipping fee charges on April 1, $24.00 2007 Weighted Rate Disposal tipping fee charges on $35.00 March 31, 2008 Adjustment Percent chane 45.83 percent C. Weighted Rate Adjustment Percentage (Section Ata, b and c of Exhibit 10). Table 5 — Sum of Adjustments Rate Component Relative weight of Adjustment due Weighted Rate hypothetical Net Rate to change in Adjustment Net Rate of indices/change Percentage be adjusted in disposal follows: tipping fees Service Component (CPI) 65 percent of Net 2.35 percent 1.53 percent Rate CPI Fuel Component 5 percent of Net 3.25 percent 0.16 percent CNB Fuel Component Rate 11.82 percent 0.59 percent Diesel Fuel Component Disposal Component 30 percent of Net 45.83 percent 13.75 percent Rate Weighted Rate Adjustment 16.03 percent Percentage D. Adjusted Net Rate / Rate: Section Al, 2 and 3 (Annual increase or decrease in CPI /DOE Diesel/DOE CNG), (Changes in Disposal tipping fees). If the Weighted Rate Adjustment Percentage is 16.03 percent, then a hypothetical Net Rate of $17.00 would be adjusted as follows: $17.00 + [ 15.89 percent X $17.00] _ $17.00 +$2.72 = $19.72= adjusted Net Rate The Franchise Fee is 10 percent; the adjusted (gross) Rate and the Franchise Fee would be calculated as follows: Page 81 Rates — EXHIBIT 10 {Adjusted Net Rate / [100 percent - Franchise Fee percent] = adjusted (gross) Rate {$19.72 / [100 percent -10 percent]) = $21.91 $ 21.91 = adjusted Rate adjusted Rate — adjusted Net Rate = Franchise Fee $21.91 - $19.72 = $2.19 Page 82 Rates — EXHIBIT 10 ATTACHMENT 2 — RATE SCHEDULE (Customer Service Charges) RATE/SENIOR RATE MONTHLY RATE PER CUSTOMER FOR RESIDENTIAL PREMISES' AND MULTIFAMILY PREMISES: $20.88/$15.66 1. One 95 gallon Refuse Cart, and 2. Up to two 95 -gallon Recyclables Carts, and 3. Up to two 95 -gallon Green Waste Carts. ADDITIONAL SERVICE: 1. Manure (65 -gallon cart, once a week) $10.97/8.22 SURCHARGES: 1. Additional 96 -gallon Carts in excess of Basic $5.00/$3.75 Service 2. Alternatives to fully automated Carts for difficult -to -serve premises (bh3 or Exhibit 3A): 25 percent of Customer's monthly Net Rate. $5.22/$4.69 3. Each additional on-call pickup in excess of twice each year for residential premises (F2c of Exhibit 3A): $10.00/$10.00 4. Each additional on-call pickup in excess of twice each $10.00/$10.00 year for Multi -family premises (F2c of Exhibit 3A): 5. Roll-out Services (other than elderly or disabled) 50 percent of Customer's monthly Net Rate. $10.44/$7.83 Liquidated Damages - EXHIBIT 18D2 EXHIBIT 18D2 - LIQUIDATED DAMAGES Reference to "failure" refers to each occurrence of specified Breach (such as for each Customer and each Customer's Collection site, Record entry, or complaint) and not for aggregate occurrences of those Breaches (such as for all Customers on a given route or day). 1 For each failure over five during any Contract Year (1) to clean $150 up litter in accordance with Section 4A1 or (2) comply with Section 4A2 (spills) or A3 (liquid leaks), respectively. 2 For each occurrence over 12 occurrences during any Contract $300 Year of excessive noise in contravention of Section 4A4. 3 Failure to maintain an emergency number or make staff $75/day available thereat in accordance with Section 4A5. 4 Failure to provide documentation for review or comment by $300 for each COUNTY or obtain any approval, consent or other permission failure per of COUNTY required under this AGREEMENT, including any occurrence or failure to timely submit, each day Customer correspondence under Section 4H before • Publicity materials under section 411; retraction or News releases and trade journal articles related to correction of Franchise Services, under Section 412 misinformation Customer outreach materials under Section 6E and identified by Exhibit 3A, Section 132b. COUNTY 5 Each failure over one during any calendar month to return $500 COUNTY calls in accordance with Section 4J. 6 Each failure over one during any Contract Year to timely meet $500 with COUNTY in accordance with Section 4J. 7 Commingling materials from outside the Service Area with $400/ Solid Waste that FRANCHISEE Collects inside the Service Vehicle - Area, in contravention of Section 4K. occurrence 8 For each failure to follow its Unpermitted Waste Screening $500 Protocol in accordance with Section 6A. 9 For each failure to mark any Container with discard prohibitions $50 in accordance with Section 6D. 10 Failure to maintain telephone service in accordance with $75/day Section 7B. 11 For each failure to timely address Customer complaints in $100 1 accordance with Section 7D1. Liquidated Damages - EXHIBIT 1 BD2 12 For each failure over five occurrences during any Contract Year $300 to timely Collect from missed Containers in accordance with Section 7D1. 13 For each failure to enter log of and maintain and supply $100 Records of complaints in accordance with Section 7D2. 14 For each failure over 5 occurrences during any Contract Year to $100 E-mail complaint information to COUNTY in accordance with Section 7D2. 15 For each occurrence of charging any Customer more than the $100 Customer owes for Franchise Services (such as for the wrong level of Franchise Services) or charging any Customer in excess of scheduled Rates (such as the incorrect dollars/Container), in Breach of Section 10. 16 Failure to timely allow COUNTY to inspect, audit or copy $150 Records in accordance with Section 11C. 17 Failure to timely submit AB 939 Records in format required by $150 COUNTY in accordance with Section 12B. 18 For each occurrence over five occurrences during any Contract $150 Year of damage to private property in contravention of Section 20C. 19 If FRANCHISEE violates the nondiscrimination provisions of $500 this AGREEMENT, including Section 23E. 20 Failure of any Vehicle to deliver Solid Waste to the Solid Waste $3001 Facilities designated by FRANCHISEE in accordance with Vehicle -day Exhibit 3A and Franchisee Documentation. 21 For each occurrence over five occurrences during any Contract $250 Year of Collecting any Solid Waste during unauthorized hours prohibited under Section 131 of Exhibit 3A. 22 For each failure over 5 occurrences during any Contract Year to $300 timely respond to Container service requests (including delivery and exchanges, removal, repair and replacement) in accordance with Section 133a, b, and c of Exhibit 3A. 23 For each failure over 12 occurrences during any Contract Year $150 to equip Carts with operable lids or return Carts upright in breach of Section 133c and a of Exhibit 3A. 24 For each failure to timely remove graffiti in accordance with $150 Section 133g of Exhibit 3A. 25 For each failure to timely repair or replace carts in accordance $35 with Section 63c of Exhibit 3A. 26 For each occurrence over 10 during any Contract Year of failing $150 to return emptied Containers to their Set -Out Sites, or placing Containers in site that impedes pedestrian or vehicular traffic in contravention of Section B6 of Exhibit 3A. 27 For each failure over 3 during any Contract Year to provide $100 Recyclables or Green Waste services to any Customer in accordance with Sections D and E of Exhibit 3A. Page 85 Liquidated Damages - EXHIBIT 18D2 28 For each occurrence of disposing of Recyclables or mixing $100 $100/da Rec clables with Refuse in Breach of Section D6 in Exhibit 3A. Quarterly reports in accordance with Section 13A2, B, D, and E. 29 Any other liquidated damage in Exhibit 3A. As scheduled Annual reports in accordance with Section 13A3, B, D, and E $300/da in Exhibit 3A Reporting. If FRANCHISEE does not timely submit the applicable information, documentation or complete report or incorporate comments, additions and corrections made by COUNTY within five days of receipt of those comments, additions and corrections, it shall pay the following liquidated damages. COUNTY may assess the following amounts of liquidated damages for each late day. 1 Monthly reports in accordance with Section 13A1, B, D, and E. $100/da 2 Quarterly reports in accordance with Section 13A2, B, D, and E. $200/da 3 Annual reports in accordance with Section 13A3, B, D, and E $300/da 4 Failure to report adverse information in accordance with Section 13C, B, D, and E. $300/ occurrence 5 Failure to deliver Route maps and schedules in accordance with Section B6 of Exhibit 3A. $100/ day By placing initials below at the places provided, each Party specifically confirms the accuracy of the statements made above and the fact that each Party has had ample opportunity to consult with legal counsel and obtain an explanation of liquidated damage provisions of the time that this AGREEMENT was made. FRANCHISEE COUNTY Initial Here: _ Initial Here: 47AA12 Authorized Representatives - EXHIBIT 20G EXHIBIT 20G - AUTHORIZED REPRESENTATIVE OF COUNTY'S ACTING DIRECTOR OF PUBLIC WORKS Name: Virginia Maloles Telephone Number: (626) 458-3562 Facsimile Number: (626) 458-3593 E-mail Address: vmaloles(a),dpw.lacounty.gov Address for Notices by Mail: County of Los Angeles Department of Public Works Environmental Programs Division 900 South Fremont Avenue Alhambra, California 91803 Facsimile Number: (626) 458-3593 E-mail: County Office Hours: 7:00 a.m. to 5:30 p.m. Established by Acting Director: Signature: Printed Name: f2ED 4 aszA) Date: /U '3 0 � 6 9 Acknowled Signature: / Printed Name ad'Title: A Date: 10 12!2 A-) sr Page 87 V t C& t r ars, _t6Ki`r Franchisee's Representations and Warranties — EXHIBIT 20H EXHIBIT 20H - FRANCHISEE'S REPRESENTATIONS AND WARRANTIES 1. Status. FRANCHISEE is a California Corporation duly organized, validly existing and in good standing under the laws of and is qualified to do business in the State of California with full power and authority to execute and deliver this AGREEMENT and to perform the its Performance Obligations. This AGREEMENT has been duly executed and delivered by FRANCHISEE and constitutes a legal, valid and binding obligation of FRANCHISEE enforceable against FRANCHISEE in accordance with its terms. 2. Statements and Information. All information and documentation complied, drafted, made or otherwise delivered to COUNTY by or on behalf of FRANCHISEE in connection with this AGREEMENT, including its procurement, is correct and complete in all material respects as of the Execution Date and at the time originally submitted by FRANCHISEE to COUNTY. 3, No Conflicts. Neither the execution or delivery by FRANCHISEE of this AGREEMENT, the performance by FRANCHISEE of Franchise Services, nor the fulfillment by FRANCHISEE of the terms and conditions of this AGREEMENT: (1) conflicts with, violates or results in a breach of any Applicable Law; (2) 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 FRANCHISEE is a party or by which FRANCHISEE properties or assets are bound, or constitutes a default thereunder. 4. No Approvals Required. FRANCHISEE has obtained and maintains all Permits in full force and effect during the Term. No other approval, authorization, license, permit, order, or consent of, or declaration, registration, or filing with any governmental or administrative authority, commission, board, agency or instrumentality is required for the valid execution and delivery of this AGREEMENT by FRANCHISEE, except those as have been duly obtained from its governing body, FRANCHISEE shall immediately provide Notice to the Acting Director of any notice of violation, revocation or suspension of any permit. 5. No Litigation. As of the Execution Date, 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 pending or, to the best of FRANCHISEE'S knowledge, threatened, against FRANCHISEE wherein an unfavorable decision, ruling or finding, in any single case or in the aggregate, would materially adversely affect the performance by FRANCHISEE of its obligations under this AGREEMENT or in connection with the transactions contemplated by this AGREEMENT, or which, in any way, would adversely affect the validity or enforce ability of this AGREEMENT or any other agreement or instrument entered into by FRANCHISEE in connection with the transactions contemplated by this AGREEMENT. Franchisee's Representations and Warranties - EXHIBIT 20H 6. Due Diligence. As of the Execution Date, FRANCHISEE has made an independent investigation, examination and research satisfactory to it of the conditions and circumstances surrounding this AGREEMENT and best and proper method of providing Franchise Services (including Franchise Services types) and labor, equipment, and materials for the volume of Franchise Services to be provided. FRANCHISEE agrees that it shall make no claim against COUNTY based on any estimates, statements or interpretations made by any officer, employee, agent, or consultant of COUNTY in connection with the procurement of this AGREEMENT, which proves to be in any respect erroneous. 7. Compliance with Applicable Law. As of the Execution Date, FRANCHISEE has fully complied with all Applicable Law, including law relating to conflicts of interest and County Lobbyist Ordinance, in the course of procuring this AGREEMENT. 8. Ability to Perform. FRANCHISEE possesses the business, professional and technical capabilities to provide Franchise Services; and possesses the equipment, facility and employee resources required to fully and timely perform Franchise Services. 9. Contingent Fees. No Person, including a selling agency, has been employed or retained to solicit or secure this AGREEMENT upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, excepting bona fide employees or bona fide established commercial or selling agencies maintained by FRANCHISEE for the purpose of securing business. 10. Opportunity to Comment. FRANCHISEE had the opportunity to submit comments and recommended changes during the procurement process, during meetings convoked by COUNTY with the denominated "Working Group" whose members received copies of the drafts of the form of agreement or during the procurement of this AGREEMENT. 11. Solid Waste Facilities. a. The Solid Waste Facility or Facilities that FRANCHISEE designates in Franchisee Documentation for Disposal is a disposal facility that is permitted to accept and process Refuse in accordance with Applicable Law. b. The facility or facilities that FRANCHISEE designates in Franchisee Documentation for delivery of Recyclables is a materials recovery facility that is permitted to accept and process Recyclables in accordance with Applicable Law. C. The facility or facilities that FRANCHISEE designates in Franchisee Documentation for delivery of Green Waste is a facility that is permitted to accept and process Green Waste in accordance with Applicable Law. Franchisee's Representations and Warranties — EXHIBIT 20H 12, Franchisee Documentation. As of the Execution Date, the Franchise has submitted all Franchisee Documentation in accordance with Exhibit 3D. 13. Personnel. FRANCHISEE fully complies with all federal and state statutes and regulations regarding employment of aliens and others, and all of its employees performing Franchise Services meet the citizenship or alien status requirements set forth in federal and state statutes and regulations. Page 90 Franchisee Documentation — EXHIBIT 3D EXHIBIT 21 -DEFINITIONS AB 939 means the California Integrated Waste Management Act of 1989, California Public Resources Code § 40000 et seq. Affiliate means a Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with FRANCHISEE. For the purpose of this definition, the meaning of the term "control" will be governed by Rule 144 of the Securities Act of 1993. AGREEMENT means this agreement, including all exhibits and other attachments, which exhibits and other attachments are incorporated in this agreement by reference. Annual Report is described in Section 13A3. Applicable Law means all laws, statutes, rules, regulations, guidelines, Permits, actions, determinations, orders, or requirements of the United States, State of California, COUNTY (including its County Code together with rules and regulations promulgated thereunder and COUNTY'S Integrated Waste Management Plan), the Local Enforcement Agency, California Highway Patrol, South Coast Air Quality Management District, and other regional or local government authorities, agencies, boards, commissions, courts, or other bodies having applicable jurisdiction, that from time to time apply to or govern Franchise Services or the performance of the Parties' respective obligations under this AGREEMENT, including those that concern health, safety, fire, mitigation monitoring plans, building codes, and zoning, and further including the following: 1. Vehicles: a. California Health and Safety Code § 43000 et seq., with respect to air emissions (smog checks); b. California Vehicle Code § 27456b, with respect to tires; C. California Vehicle Code § 34500 et seq., with respect to documentation through its maintenance log or otherwise of a safety compliance report issued under Division 14.8 of the California Vehicle Code as applicable to each Vehicle, including bi-annual "BIT" inspections conducted by the California Highway Patrol; d. Rules and regulations promulgated under the California Vehicle Code with respect to Vehicle highway lighting, flashing and warning lights, clearance lights, and warning flags; e. Rules and regulations of the California Department of Motor Vehicles with respect to Vehicle registration; a Definitions - EXHIBIT 21 f. Vehicle weight limits; g. The appropriate class of drivers' licenses issued by the California Department of Motor Vehicles; h. Control Measure for Diesel Particulate Matter from On -road Heavy- Duty Residential and Commercial Solid Waste Collection Vehicles, 13 CCR 2020 et seq.; and i. 14 CCR 17341, 17342, 17343 and 17344, with respect to equipment construction, safety, and parking and identification of operating equipment; 2. Containers: a. 14 CCR 17314, with respect to maintenance and placement of containers; and b. 14 CCR 17317, with respect to placing identifying name and telephone number on containers; 3. Labor: a. Drug and alcohol testing; b. Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), including the Solid Waste Disposal Facility Criteria promulgated by the U.S. EPA on October 9,1991 (40 C.F.R., Parts 257 and 258); and California Occupational Safety and Health Act (California Labor Code, Division 5, Parts 1-10, § 6300 et seq.), and rules and regulations of California Division of Occupational Safety and Health; and C. Immigration Reform and Control Act of 1986 (PL.99-603); 4. Environmental Protection: a. CERCLA; b. RCRA; C. Clean Air Act (42 U.S.C. § 1351 et seq., 42 U.S.C. §§ 7401-7642); and California Clean Air Act (California Health and Safety Code § 39000 et seq.); d. California Hazardous Waste Control Act (California Health & Safety Code § 25100 et seq.); 'IA e. seq.); Definitions - EXHIBIT 21 is Health & Safety Code, Division 20, Chapter 6.95, § 25500 et f. Carpenter -Presley -Tanner Hazardous Substance Account Act (California Health & Safety Code § 25300 et seq.); and g. Emergency Planning and Community Right to Know Act (42 U.S.C. § 11001 et seq.); and 5. Miscellaneous: a. County Lobbyist Ordinance; b. Civil Rights Act of 1964 (Sub chapter VI of Chapter 21 of Title 42); and C. AB 939. Reference to Applicable Law includes future amendments and supplements to or replacement, restatement or recodification thereof. Assign or Assignment means any of the following: 1. Selling, exchanging, or otherwise transferring Ownership or control of FRANCHISEE (through sale, exchange, or other transfer of outstanding stock, equity interest, or otherwise); 2. Issuing new stock or selling, exchanging, or otherwise transferring 20 percent or more of the then outstanding common stock of or equity interest in FRANCHISEE; 3. Any dissolution, reorganization, consolidation, merger, recapitalization, stock issuance, or reissuance, voting trust, pooling agreement, escrow arrangement, liquidation, or other transaction, which results in a change of Ownership or control of FRANCHISEE; 4. Any assignment by operation of law, including insolvency or bankruptcy, making assignment for the benefit of creditors, writ of attachment of an execution, or appointment of a receiver taking possession of any of FRANCHISEE'S tangible or intangible property; 5. Any sale or other transfer of 50 percent or more of the value of assets of FRANCHISEE except for sales or transfers to parents, grandparents, siblings, children, and grandchildren of individuals having a shareholder or other equity interest in Franchise as of the date of this AGREEMENT ("Immediate Family") or trust created primarily to benefit members of the Immediate Family; 93 Definitions — EXHIBIT 21 6. Substitution by a surety company providing any performance bond in accordance with Section 15 of another Person for FRANCHISEE to perform Franchise Services; or 7. Any combination of the foregoing (whether or not in related or contemporaneous transactions) which has the effect of any transfer or change of Ownership or control of FRANCHISEE or the assumption, assignment, delegation, takeover or performance of any of FRANCHISEE'S Performance Obligations, duties, or responsibilities by any Person other than FRANCHISEE, whether through assignment, subcontract (except as provided in Exhibit 3A), delegation, merger, buyout, or any other mechanism, with or without consideration for any reason whatsoever. Bin means any container capable of Collection with front end loading vehicles, such as those having a 3- to 8 -yard capacity. Board of Supervisors means the Board of Supervisors of the County of Los Angeles. Breach means FRANCHISEE'S failure to fully and timely meet one or more Performance Obligations. Bulky Item means any large item of Solid Waste that can be safely lifted by two individuals using a dolly, including the following: 1. Discarded furniture (such as chairs, sofas, mattresses, and rugs); 2. Appliances (such as refrigerators, ranges, washers, dryers, water heaters, dishwashers, plumbing, and other similar items commonly known as "white goods"); and 3. Up to two tires per Set -Out Site from passenger cars or pickup trucks. Notwithstanding the foregoing, Bulky Item does not include tires from semi -trucks or Universal Waste. Cart means any wheeled container capable of Collection by either semi or fully automated vehicles. CED means any of the following: 1. Cathode ray tube (CRT) device (including television and computer monitor); 2. LCD desktop monitor; 3. Laptop computer with LCD display; 4. LCD television; 5. Plasma television; 6. Any other consumer electronic devices listed under Applicable law. M Definitions - EXHIBIT 21 CERCLA means the Comprehensive Environmental Response, Compensation and Liability Act of 1982 (42 U.S.C. § 9601 et seq.). Change in Law means the occurrence of any event or change in Applicable Law as follows: 1. The adoption, promulgation, modification, or change in Applicable Law or in judicial or administrative interpretation thereof occurring after the Execution Date other than laws with respect to taxes based on or measured by net income, or any unincorporated business, payroll, franchise taxes levied by any tax board (other than Franchise Fees levied by COUNTY) or employment taxes; 2. Any order or judgment of any federal, state, or local court or Regulatory Agency issued after the Execution Date hereof if: a. That order or judgment is not also the result of the willful misconduct or negligent action or inaction of the Party relying thereon or of any third party for whom the Party relying thereon is directly responsible; and b. The Party relying thereon, unless excused in writing from so doing by the other Party, will make or have made, or will cause or have caused to be made, Reasonable Business Efforts to contest that order or judgment (it being understood that the contesting in good faith of that an order or judgment will not constitute or be construed as a willful misconduct or negligent action of that Party); 3. The imposition by a Regulatory Agency of any new or different material conditions in connection with the issuance, renewal, or modification of any Permit after the Execution Date; or 4. The failure of a Regulatory Agency to issue or renew, or delay in the issuance or renewal of, or the suspension, interruption or termination of, any Permit after the Execution Date; provided that the failure to issue or the suspension or termination of any Permit is not the result of the willful misconduct or negligent action or inaction of the Party relying thereon or any third party for whom the Party relying thereon is directly responsible. Collect, Collection, or Collecting means Solid Waste pickup(s) made by FRANCHISEE including required stores; offices; by and in accordance with this AGREEMENT. Commercial means Person or thing that is not Residential or Multifamily. Commercial Customer means Customer who owns or occupies Commercial Premises. Commercial Premises means Premises that are not Residential Premises or Multifamily Premises, including stores; offices; industrial plants; private schools; 95 Definitions — EXHIBIT 21 restaurants; rooming houses; hotels; motels; manufacturing, processing, or assembly shops or plants; and hospitals, clinics, convalescent centers and nursing homes (with respect to nonmedical waste only). Container means any Bin, Cart, compactor or other receptacle used to provide Collection. Contract Year means each year or portion of a year during the Term commencing July 1 and ending June 30. Conversion means an array of emerging technologies capable of converting the organic or carbon -containing materials portion of post -recycling residual solid waste and turning it into useful products, including renewable and environmentally benign fuels, chemicals, and other sources of clean energy. COUNTY means the County of Los Angeles. County Business Day means any day on which COUNTY'S Department of Public Works is open to do business with the public. County Code means the Los Angeles County Code. County Lobbyist Ordinance means County Code Chapter 2.160. County Office Hours means hours that COUNTY is open to do business as indicated in Exhibit 20G. County's Reimbursement Costs means Direct Costs of COUNTY plus 35 percent thereof. County's Related Parties means political subdivisions, agencies, entities, or organizations for which the Board of Supervisors is the governing body, their agents, officers, and employees, elected officials, assigns, volunteers, and special districts (including Garbage Disposal Districts) and each and every one of them. County's Related Parties are third party beneficiaries of provisions in this AGREEMENT that reference them. Criminal Activity means any of the following: 1. Fraud or criminal felony offenses in connection with obtaining, attempting to obtain, procuring, or performing a public or private agreement related to recyclables, green waste or MSW Management Services of any kind (including collection, hauling, transfer, processing, composting, or disposal), including this AGREEMENT; 2. Bribery or attempting to bribe a public officer or employee of a local, state, or federal agency; RM Definitions — EXHIBIT 21 3. Embezzlement, extortion, racketeering, false claims, false statements, forgery, falsification or destruction of records, obstruction of justice, knowingly receiving stolen property, theft, or misprision (failure to disclose) of a felony; 4. Unlawful disposal of hazardous, designated or other waste; or 5. Violation of securities laws or antitrust laws, including laws relating to price-fixing, bid rigging and sales and market allocation, and of unfair and anticompetitive trade practice laws, including with respect to inflation of waste collection, hauling or disposal fees. Customer means a Person who subscribes for Collection from FRANCHISEE. Customer Service Charge means the rates, fees, charges, and other compensation that FRANCHISEE bills a Customer for providing Collection. day means calendar day. Debarment or Debar has the meaning assigned in County Code § 2.202.020. Direct Costs means the sum of the following: 1. Payroll costs directly related to the performance, management or supervision of any obligation under this AGREEMENT, comprised of compensation and fringe benefits, including vacation, sick leave, holidays, retirement, workers compensation insurance, federal and state unemployment taxes and all medical and health insurance benefits, plus; 2. The costs of materials, services, direct rental costs and supplies, plus; 3. Travel and subsistence costs, plus; 4. The reasonable costs of any payments to Subcontractors (with respect to FRANCHISEE) or contractors (with respect to COUNTY) or third parties necessary to and in connection with Performance Obligations, plus; 5. Any other cost or expense which is directly or normally associated with the task performed; which Direct Costs are substantiated by (i) a certificate signed by the principal financial officer of FRANCHISEE or the authorized representative of COUNTY, as the case may be, setting forth the amount of that cost and the reason why that cost is properly chargeable to COUNTY or FRANCHISEE, as the case may be, and stating that the cost is a competitive price, if there are competitive prices, secured in an arm's length transaction for the service or materials supplied; and (ii) if COUNTY or FRANCHISEE, as the case may be, requests that additional backup documentation as may be available to reasonably substantiate any Direct Costs, including invoices from suppliers, Subcontractors and contractors. Definitions — EXHIBIT 21 Direct Costs excludes profit or return on investment. Acting Director means the County of Los Angeles Acting Director of Public Works or his or her authorized representative, including the authorized representative named in Exhibit 20G. disposal or dispose means disposal, as defined in California Public Resources Code § 40192, of refuse at a solid waste facility. Disposal or Dispose means disposal, as defined in California Public Resources Code § 40192, at a Solid Waste Facility of Refuse that FRANCHISEE has collected. diversion or divert means activities that reduce or eliminate the amount of solid waste from disposal for the purposes of Division 13 of the California Public Resources Code, including Article 1 (commencing with § 41780). Diversion or Divert means activities that reduce or eliminate the amount of Solid Waste from Disposal for the purposes of Division 13 of the California Public Resources Code, including Article 1 (commencing with § 41780). E -waste means waste that is powered by batteries or electricity, such as computers, telephones, answering machines, radios, stereo equipment, tape players/recorders, phonographs, videocassette players/recorders, compact disc players/recorders, and calculators. Execution Date means the date this AGREEMENT is signed by FRANCHISEE. Franchise means the right and privilege granted by this AGREEMENT in Section 1. FRANCHISEE means the Person executing this AGREEMENT and any assignee of FRANCHISEE consented to by COUNTY in accordance with Section 19. FRANCHISEE includes FRANCHISEE'S Subcontractors unless explicitly provided otherwise. References to all FRANCHISEE'S actions and Performance Obligations under this AGREEMENT include reference to Subcontractors' actions under this AGREEMENT, as applicable, without specifying in each instance that FRANCHISEE shall directly take those actions itself, or cause its Subcontractors to take those actions on FRANCHISEE'S behalf. Franchisee Default is described in Section 17. Franchisee Documentation means Exhibit 3D. Franchisee Manager means any of the following: 1. FRANCHISEE'S officers and directors; .; Definitions - EXHIBIT 21 2. The officers and directors of FRANCHISEE'S parent corporation and of each successive parent corporation's parent corporation; 3. The authorized representative of FRANCHISEE named in Franchisee Documentation; and 4. Any other Persons, including Affiliates and FRANCHISEE'S or Affiliates' employees, officers or directors, in a Position of Influence. Franchisee Office Hours means 8:00 a.m. to 5:00 p.m. Monday through Friday, and 8:00 a.m. to 12:00 noon on Saturdays, Holidays excepted. Franchise Fee means the fee described in Section 1 D. Franchise Services means all Performance Obligations prescribed in Exhibit 3A, Section 4D, E, and F, and Section 7. Franchisee's Related Parties means FRANCHISEE'S partners, officers, directors, agents, employees, Subcontractors, consultants, licensees, invitees, and Affiliates. Garbage Disposal District means a district created under County Code Chapter 20.90. Goods or Services means goods or services used in providing Franchise Services, including labor; leases; subleases; equipment; supplies; capital; insurance, bonds or other performance security if the insurer, surety or other provider is an Affiliate or a captive of FRANCHISEE or any Affiliate; and legal, risk management, general, and administrative services. green waste means solid waste comprised of leaves, grass clippings, brush, branches, and other forms of organic matter generated from landscapes and gardens and separated from other forms of solid waste. Green Waste means Solid Waste comprised of leaves, grass clippings, brush, branches, and other forms of organic matter generated from landscapes and gardens and separated from other forms of Solid Waste, including holiday trees and bushes, but excluding: 1. Stumps or branches exceeding 4 inches in diameter or 4 feet in length; and 2. Yucca or palm fronds, unless FRANCHISEE is able to Divert those excluded materials that may not be suitable for composting. 3. Other items listed in Section B16 of Exhibit 3D, Franchisee Documentation. Gross Receipts means fees, charges, and other compensation that FRANCHISEE or Franchisee's Related Parties receive directly or indirectly from Customers in connection with Franchise Services before any deduction for costs or expenses such as the Definitions — EXHIBIT 21 Franchise Fee. Gross Receipts does not mean fees, charges, and other compensation that FRANCHISEE or Franchisee's Related Parties receive in connection with the sale of Recyclables. Holidays means January 1, Memorial Day, 4th of July, Labor Day, Thanksgiving, and December 25 and any other holidays designated by COUNTY in Notice to FRANCHISEE. including or include or variations thereof, when used in this AGREEMENT, means "including without limitation", "including, but not limited to," and "including, at a minimum." Indemnities or Indemnification means all defenses, indemnities, and releases under this AGREEMENT, including under Section 14A (generally, and with respect to the Immigration Reform and Control Act and Cal/OSHA). Liabilities means any of the following: 1. Liabilities; 2. Lawsuits; 3. Claims; 4. Complaints; 5. Cause of actions; 6. Citations; 7. Investigations; 8. Judgments; 9. Demands; 10. Cleanup orders; 11. Damages (whether in contract or tort, including: a. Personal injury to or death of, at any time, FRANCHISEE'S employees, Subcontractors, COUNTY employees or third parties; and b. Property damage of FRANCHISEE, Subcontractors, COUNTY employees or third parties); 12. Costs and expenses, (including all costs and expenses of litigation, mediation or arbitration, attorneys fees, whether COUNTY'S or FRANCHISEE'S staff attorneys or outside attorneys, and court costs); 13. Losses; 14. Fines; 15. Penalties; and 16. Other detriments of every nature and description whatsoever, whether under State of California or federal law. Local Enforcement Agency means the enforcement agency defined in County Code § 20.56.030. "Manure" means Refuse comprised of animal dung or excrement, and may include straw or other absorbent. 100 Definitions — EXHIBIT 21 Monthly Report is described in Section 13A1. MSW Management Services means any of the following: 1. Collection, transportation, storage, transfer, or processing of: a. solid waste; or b. Unpermitted Waste that is handled in accordance with Applicable Law (such as tires in excess of load limits certain E -waste or CEDs collected as part of a Collection program for Bulky Items described in Exhibit 3A); or 2. Arranging for disposal of that solid waste or Unpermitted Waste. Multifamily means related to dwellings with three or more dwelling units (such as apartments, condominiums, and town homes), each with separate cooking and bathing facilities. Multifamily Customer means Customer who owns or occupies Multifamily Premises. Multifamily Premises means Premises containing a Multifamily building. Non -Collection notice means the notice in the form included in Franchisee Documentation in accordance with Section 4C. Notice means notice given in accordance with Section 20F. Office means FRANCHISEE'S offices required by Section 7A to be identified in Franchisee Documentation. Ownership has the meaning provided in the constructive ownership provisions of the Internal Revenue Code of 1986 § 318(a) as in effect on the Execution Date, except that (1) 10 percent is substituted for 50 percent in § 318(a)(2)(C) and in § 318(a)(3)(C) thereof; (2) § 318(a)(5)(C) is disregarded, and (3) ownership interest of less than 10 percent is disregarded and percentage interests is determined on the basis of the percentage of voting interest or value which the ownership interest represents, whichever is greater. Party or Parties means COUNTY and FRANCHISEE, individually and together, respectively. Performance Obligations means each and every obligation and liability of FRANCHISEE under this AGREEMENT. Permit means any federal, state, county, other local, and any other governmental unit permit, order, license, approval, authorization, consent, or entitlement of whatever kind and however described that Applicable Law requires to be obtained or maintained with 101 Definitions — EXHIBIT 21 respect to the satisfaction of Performance Obligations, as renewed or amended from time to time, including the waste collector permit issued by the Los Angeles County Department of Health Services. Person means any individual, firm, association, organization, partnership, corporation, trust, joint venture, state, county, municipality, special purpose district, the United States or any other entity. Position of Influence means a position of authority or responsibility to directly or indirectly administer, manage, direct, supervise or oversee the Franchise Services or this AGREEMENT, including the following: (1) serving as director of the board of directors of FRANCHISEE or an Affiliate, (2) serving as an officer of FRANCHISEE or an Affiliate, (3) reviewing or negotiating FRANCHISEE'S contracts (including this AGREEMENT), (4) providing in-house legal services, and (5) providing insurance or other performance security if the provider is an Affiliate or is a captive of FRANCHISEE or an Affiliate; but excluding the following: (1) monitoring FRANCHISEE'S performance, (2) supervising FRANCHISEE'S finance and capital budget decisions, and (3) articulating general policies and procedures not related to a Criminal Activity. Premises means a tract of land with habitable buildings located in the Service Area and which is safely accessible by Vehicles. processing means the reduction, separation, recovery, conversion or Recycling of Solid waste, including creating "compost" as defined in California Public Resources Code §40116. Processing means the reduction, separation, recovery, conversion or Recycling of Solid Waste, including creating "compost" as defined in California Public Resources Code § 40116. prompt or promptly means as soon as practicable, but in no event more than two days. Quarterly Report is described in Section 13A2. Rates means the amounts listed on the Rate Schedule Rate Schedule means Attachment 1 to Exhibit 10. RCRA means the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.). Reasonable Business Efforts means those good faith efforts a reasonably prudent business Person would expend under the same or similar circumstances in the exercise of that Person's business judgment, intending to take steps calculated to satisfy the obligation, which that Person has undertaken to satisfy. 102 Definitions — EXHIBIT 21 Records means documentation relating to Franchise Services and other Performance Obligations, including ledgers, books of account, invoices, vouchers, canceled checks, logs, correspondence, computations, files, plans, correspondence, reports, drawings, designs (other than those respecting facilities or facility operations not involving Collection), data and photographs prepared by or possessed by FRANCHISEE, including the following: 1. Customer Subscription Order and Franchise Services information (including Customers' names and addresses), billing records, complaint logs, route maps, schedules, and correspondence with Customers; 2. Weight tickets, invoices, bills of lading, and receipts from Solid Waste Facilities for types and amounts of Solid Waste that FRANCHISEE Collects, transports and delivers to those Solid Waste Facilities; 3. AB 939 records, including documentation from Recyclables and Green Waste transporters, shippers, brokers, beneficiators, remanufacturers, and purchasers or other users of Recyclables and Green Waste; any reports on Processing of Recyclables or Green Waste residual that Solid Waste Facilities may make to the California Integrated Waste Management Board; 4. Vehicle maintenance, driver Permits and driver testing records; 5. Gross revenues and receipts, including Gross Receipts; 6. Franchise Fees paid to COUNTY; and 7. Records that may be relevant in the event of an action under CERCLA or similar claims. recyclables means Solid Waste that may potentially be diverted for disposal. Recyclables means any of the following materials: 1. Aluminum and metal cans; 2. Newspaper; 3. Glass jars and bottles; 4. Tin cans; 5. Plastic soda bottles; 6. Plastic milk and water jugs; 7. Plastic bags (e.g., bread, frozen food, grocery bags); 103 Definitions — EXHIBIT 21 Type No. 1 plastic containers (PET -polyethylene terephthalate); 9. Type No. 2 plastic containers (HDPE -high density polyethylene); 10. All types of paper (e.g., office paper, junk mail, magazines, telephone books); 11. Corrugated cardboard; 12. White goods (such as those listed in the definition of Bulky Items); or 13. Additional (or deleted) items that COUNTY directs after Notice to FRANCHISEE, without adjustment of Rates unless the modification requires Franchise Services at the Set -Out Sites separate and distinct from previously Collected Recyclables. recycle or recycling means the process of collecting, sorting, cleansing, treating, and reconstituting materials (including recyclables and green waste) that would otherwise become solid waste and returning them to the economic mainstream in the form of raw material for new, reused, or reconstituted products that meet the quality standards necessary to be used in the market place. Recycling does not include transformation, as defined in California Public Resources Code § 40201. Recycle or Recycling means the process of collecting, sorting, cleansing, treating, and reconstituting materials (including Recyclables and Green Waste) that would otherwise become Solid Waste and returning them to the economic mainstream in the form of raw material for new, reused, or reconstituted products that meet the quality standards necessary to be used in the market place. Recycling does not include transformation, as defined in California Public Resources Code § 40201. refuse means solid waste that is not diverted. Refuse means Solid Waste that FRANCHISEE does not Divert. Regulatory Agency means any federal, state or local governmental agency that regulates Collection and transportation of Solid Waste (including California Department of Transportation, California Department of Motor Vehicles, EDD, U.S. Immigration and Naturalization Services, or other health and safety department thereof; COUNTY; and Local Enforcement Agency applicable to Franchise Services). Report means Monthly Report, Quarterly Report, Annual Report and any AB 939 or other report FRANCHISEE is required to submit in accordance with this AGREEMENT. Residential means related to detached, single family homes or duplexes. Residential Customer means Customer who owns or occupies a detached, single family home or a unit in a duplex. Residential Premises means Premises containing a Residential building. 104 Definitions — EXHIBIT 21 Service Area means the area described on Exhibit 1 Service Assets means all property of FRANCHISEE used directly or indirectly in performing Franchise Services, including Vehicles, Containers, maintenance equipment and facilities, and administrative equipment and software, both tangible and intangible (such as facility leases or equipment installment purchase agreements). Service Day means any day Monday through Saturday, Holidays excepted. Service Specifications means Performance Obligations prescribed in Exhibit 3A. Service Standards means each and every obligation of FRANCHISEE prescribed in Section 4. Set -Out Site means the place designated in the Subscription Order in accordance with Section 4D and County Code § 20.72.100, where Customers must place their Solid Waste for Collection. solid waste means solid waste as defined in California Public Resources Code § 40191, including green waste, recyclables and refuse, but excluding Unpermitted Waste. Solid Waste means solid waste as defined in California Public Resources Code § 40191 that is Collected in the Service Area, including Green Waste, Recyclables and Refuse, but excluding Unpermitted Waste. solid waste facility means solid waste facility as defined in California Public Resources Code § 40194 (and any other types of facilities named by COUNTY). Solid Waste Facility means solid waste facility as defined in California Public Resources Code § 40194 (and any other types of facilities named by COUNTY) and designated by FRANCHISEE in Franchisee Documentation. Subscription Order is described in Section 4D. Subcontractor means any Person that provides Goods or Services related to Collection, transportation or storage of Solid Waste or related to Service Assets, including their operation, maintenance and repair, to or on behalf of FRANCHISEE whether pursuant to any arrangement, formal or informal, written or merely in practice. Subcontractor does not include a Person that provides Goods or Services related to Processing, Diversion or Disposal. Term means the period determined under Section 2 of this AGREEMENT. Termination Date means the date this AGREEMENT expires as provided in Exhibit 3A in accordance with Section 2A or as earlier terminated in accordance with Section 17D. 105 Definitions — EXHIBIT 21 Ton or Tonnage means a short ton of 2,000 pounds avoirdupois Transfer means Assign, transfer, convey, sublet, license, hypothecate, encumber, or otherwise transfer or dispose of. Transfer Costs means County's Reimbursement Costs of considering and reviewing FRANCHISEE'S request for Transfer, investigating the suitability of the transferee, and determining whether or not to give consent to the Transfer, including fees of consultants and attorneys necessary to analyze the application and to prepare documents to effectuate the Transfer as well as COUNTY staff costs. Transfer Deposit means the amount equal to COUNTY'S anticipated Transfer Costs Uncontrollable Circumstances means any of the following events: 1. Riots, war, or emergency affecting the Country declared by the President of the United States or Congress of the United States, the Governor of California, or the Board of Supervisors; 2. Sabotage, civil disturbance, insurrection, explosion; 3. Natural disasters such as floods, earthquakes, landslides and fires; 4. Strikes, lockouts and other labor disturbances; or 5. Other catastrophic events that are beyond the reasonable control of FRANCHISEE despite FRANCHISEE'S exercise of due diligence, excluding (i) the financial inability of FRANCHISEE to satisfy its Performance Obligations, or (ii) failure of FRANCHISEE to obtain any necessary Permits or the right to use the facilities of any public entity. Universal Waste means hazardous waste that the California Department of Toxic Substances Control considers universal waste, including materials listed in 22 CCR 66261.9, such as batteries, thermostats, lamps, cathode ray tubes, computers, telephones, answering machines, radios, stereo equipment, tape players/recorders, phonographs, video cassette players/recorders, compact disc players/recorders, calculators, some appliances, aerosol cans and certain mercury -containing devices. Unpermitted Waste means: 1. Materials that are not Solid Waste, including Universal Waste, household hazardous waste and other hazardous waste, medical waste, radioactive waste; 2. Waste tires in excess of the limitations prescribed in 14 CCR 17355(b) or reduced in volume as required in 14 CCR 17355(A); V: Definitions - EXHIBIT 21 3. Any other materials that cannot be Disposed of in class II sanitary landfills described in 27 CCR 20250. Unpermitted Waste Screening Protocol means the protocol prescribed in Section 6 and included in Franchisee Documentation. Vehicle means any truck used by FRANCHISEE to provide Franchise Services. Violation of Applicable Law means any noncompliance with Applicable Law as evidenced by notice, assessment or determination of any Regulatory Agency to FRANCHISEE, whether or not a fine or penalty is included, assessed, levied or attached. Waste Diversion Program means that program required by Section B2 of Exhibit 3A and included in Franchisee Documentation. P:'aspub\CONTRACRIeanetteT-RANCHISEAGREEMENTS\2007\Franchisee DocumentationGCVAgreement_SCV Revised 3-11-08.DOC 107