Exhibit 1: Agreement — Alameda City Council, March 18, 2025

HF&H Consultants
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SERVICE PROVIDER AGREEMENT
This SERVICE PROVIDER AGREEMENT (“Agreement”) is entered into this ____ day of March 2025 (“Effective Date”), by and between the CITY OF ALAMEDA, a municipal corporation (“the City”), and HF&H CONSULTANTS, a California LLC, whose address is 590 YGNACIO VALLEY ROAD, SUITE 105, WALNUT CREEK, CALIFORNIA 94596 (“Provider”), in reference to the following facts and circumstances:

RECITALS
A. T
he City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.

B. The City is in need of the following services: Solid Waste Consulting Services, including performing the annual rate review process for solid waste services and on-call consulting services related to various solid waste policies and programs. City staff issued an RFP on January 24, 2025 and after a submittal period of thirteen (13) days received four timely submitted proposals. Staff reviewed the proposals and selected the service provider that best meets the City’s needs C. Provider possesses the skill, experience, ability, background, certification and knowledge to provide the services described in this Agreement on the terms and conditions described herein.

D. Whereas, the City Council authorized the City Manager to execute this agreement on March 18, 2025.

E. The City and Provider desire to enter into an agreement for annual rate adjustment review and on-call consulting services related to solid waste polices and programs.

AGREEMENT
NOW,
THEREFORE, in consideration of the forgoing, which are incorporated herein by reference, and for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the City and Provider agree as follows:

1. TERM:

The term of this Agreement shall commence on the 18 day of March 2025, and shall terminate on the 17 day of March 2029, unless terminated earlier as set forth herein.

2. SERVICES TO BE PERFORMED:

Provider agrees to do all necessary work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, and to do all necessary work included in Exhibit A as requested. Provider acknowledges that the work plan included in Exhibit A is tentative and does not commit the City to request Provider to perform all tasks included therein.

3. COMPENSATION TO PROVIDER:

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a. By the 7th day of each month, Provider shall submit to the City an invoice for the total amount of work done the previous month. Pricing and accounting of charges are to be according to the fee schedule as set forth in Exhibit B and incorporated herein by this reference.

Extra work must be approved in writing by the City Manager or their designee b. Compensation for work done under this Agreement, shall not exceed as follows:

FY 24-25 total compensation shall not exceed $100,000
FY 25-26 total compensation shall not exceed $100,000
FY 26-27 total compensation shall not exceed $100,000
FY 27-28 total compensation shall not exceed $130,000
FY 28-29 total compensation shall not exceed $100,000

Total five-year compensation shall not exceed $530,000

4. TIME IS OF THE ESSENCE:

Provider and the City agree that time is of the essence regarding the performance of this Agreement.

5. STANDARD OF CARE:

Provider shall perform all services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Provider represents that it is skilled in the professional calling necessary to perform all services contracted for in this Agreement . Provider further represents that all of its employees and subcontractors shall have sufficient skill and experience to perform the duties assigned to them pursuant to and in furtherance this Agreement.

Provider further represents that it (and its employees and subcontractors) have all licenses, permits, qualifications, and approvals of whatever nature that are legally required to perform the services (including a City Business License , as needed ); and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Provider shall perform (at its own cost and expense and without reimbursement from the City) any services necessary to correct errors or omissions which are caused by Provider’s failure to comply with the standard of care provided for herein. Any employee of the Provider or its sub-providers who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of any services under this Agreement, or a threat to the safety of persons or property (or any employee who fails or refuses to perform the services in a manner acceptable to the City) shall be promptly removed by the Provider and shall not be re-employed to perform any further services under this Agreement.

6. INDEPENDENT PARTIES:

Provider hereby declares that Provider is engaged as an independent business and Provider agrees to perform the services as an independent contractor. The manner and means of conducting the services and tasks are under the control of Provider except to the extent they are limited by statute, rule or regulation and the express terms of this Agreement. No civil service status or other Docusign Envelope ID: 7E3C3A3E-9E4E-4422-8060-BA485790D10F Docusign Envelope ID: 28A8FDDF-ED72-4176-8A61-749F34586207

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right of employment will be acquired by virtue of Provider ’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Provider, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer -employee relationship from any compensation due to Provider. Payments of the above items, if required, are the responsibility of Provider. Any personnel performing the services under this Agreement on behalf of Provider shall also not be employees of City and shall at all times be under Provider’s exclusive direction and control.

7. IMMIGRATION REFORM AND CONTROL ACT (IRCA):

Provider assumes any and all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Provider shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Provider.

8. NON-DISCRIMINATION:

Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Provider and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Such non-discrimination shall include but not be limited to all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff, or termination. Provider agrees that any violation of this provision shall constitute a material breach of this Agreement.

9. HOLD HARMLESS:
a. To the fullest extent permitted by law, Provider shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including reasonable attorney ’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Provider’s performance of its ob ligations under this A greement or out of the operations conducted by Provider even if the City is found to have been negligent . If the Claims filed against Indemnitees alleg e negligence, recklessness or willful misconduct on the part of Provider, Provider shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Provider.

Provider shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Agreement are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Agreement.

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If submitted, combined single limit policy with per occurrence limits in the amounts of $2,000,000 and aggreg ate limits in the amounts of $4 ,000,000 will be considered equivalent to the required minimum limits shown above. Provider shall also submit d eclarations and policy endorsements pages. Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required. The Additional Insured Endorsement shall include primary and non-contributory coverage at least as broad as the CG 2010.
(3) Automotive:

Comprehensive automobile liability coverage (any auto) in the following minimum limits:

Bodily injury: $1,000,000 each occurrence
Property Damage: $1,000,000 each occurrence
or
Combined Single Limit: $2,000,000 each occurrence
Additional Insured Endorsement naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers is required.

As to commercial general liability and automobile liability insurance, such insurance will provide that it constitutes primary insurance with respect to claims insured by such policy, and, except with respect to limits, that insurance applies separately to each insured against whom claim is made or suit is brought. Such insurance is not additional to or contributing with any other insurance carried by or for the benefit of the City.

(4) Professional Liability:

Professional liability insurance which includes coverage appropriate for the professional acts, errors and omissions of Provider ’s profession and work hereunder, including, but not limited to, technology professional liability errors and omissions if the services being provided are technology- based, in the following minimum limits:
$2,000,000 each claim

Technology professional liability errors and omissions shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City in the ca re, custody, or control of Provider. If not covered under Provider’s liability policy, such “property” coverage of the City may be endorsed onto Provider’s Cyber Liability Policy as covered property as follows: cyber l iability coverage in an amount sufficient to cover the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the City that will be in the care, custody, or control of Provider.

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c. SUBROGATION WAIVER:

Provider hereby agrees to waive rights of subrogation that any insurer of Provider may acquire from Provider by virtue of the payment of any loss. Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether the City has received a waiver of subrogation endorse ment from the insurer. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Provider, its employees, agents and subcontractors. d. FAILURE TO SECURE:

If Provider at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Provider’s name or as an agent of Provider and shall be compensated by Provider for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
e. ADDITIONAL INSUREDS:

The City, its City Council, boards, commissions, officials, employees , agents , and volunteers shall be named as additional insured(s) under all insurance coverages, except workers’ compensation and professional liability insurance. The naming of an additional insured shall not affect any recovery to which such additional insured would be entitled under this policy if not named as such additional insured. An additional insured named herein shall not be held liable for any premium, deductible portion of any loss, or expense of any nature on this policy or any extension thereof. Any other insurance held by an additional insured shall not be required to contribute anything toward any loss or expense covered by the insurance provided by this policy.

Additional Insured covera ge under Provider’s policy shall be primary and non- contributory and will not seek contribution from the City’s insurance or self -insurance. Any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be available to the additional insured(s). f. SUFFICIENCY OF INSURANCE:

The insurance limits required by the City are not represented as being sufficient to protect Provider. Provider is advised to consult Provider ’s insurance broker to determine adequate coverage for Provider. The coverage and limits shall be (1) the minimum coverage and limits specified in this Agreement; or (2) the broader coverage and maximum limits of the coverage carried by or available to Provider; whichever is greater. g. EXCESS OR UMBRELLA LIABILITY:

If any Excess or Umbrella Liability policies are used to meet the limits of liability required by this Agreement, then said policies shall be true “following form” of the underlying policy coverage, terms, conditions, and provisions and shall meet all of the insurance requirements stated in this Agreement, including but not limited to, the additional insured, SIR, and primary insurance requirements stated therein. No insurance policies maintained by the indemnified parties or Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until all the primary and excess liability policies carried by or available to the Provider are exhausted. If a Provider is using an Excess Liability policy to supplement any insurance coverage required by this Agreement , they must submit the Excess Liability policy in full.

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11. CONFLICT OF INTEREST:

Provider warrants that it is not a conflict of interest for Provider to perform the services required by this Agreement. Provider may be required to fill out a conflict of interest form if the services provided under this Agreement require Provider to make certain governmental decisions or serve in a staff capacity as defined in Title 2, Division 6, Section 18700 of the California Code of Regulations.

12. PROHIBITION AGAINST TRANSFERS:
a. Provider shall not assign, sublease, hypothecate, or transfer this Agreement, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Provider shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer. The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for money against the City under this Agreement may be assigned by Provider to a bank, trust company or other financial institution without prior written consent. b. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock, membership interest, partnership interest, or the equivalent, which shall result in changing the control of Provider, shall be construed as an assignment of this Agreement.

Control means fifty percent or more of the voting power of Provider.

13. APPROVAL OF SUB-PROVIDERS:
a. Only those persons and/or businesses whose names and resumés are attached to this Agreement shall be used in the performance of this Agreement. However, if after the start of this Agreement, Provider wishes to use sub-providers, at no additional costs to the City, then Provider shall submit a written request for consent to add sub- providers including the names of the sub - providers and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion. b. Each sub -provider shall be required to furnish proof of workers ’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Provider. c. In addition, any tasks or services performed by sub- providers shall be subject to each provision of this Agreement. Provider shall include the following language in their agreement with any sub-provider: “Sub-providers hired by Provider agree to be bound to Provider and the City in the same manner and to the same extent as Provider is bound to the City.” d. The requirements in this Section 13 shall not apply to persons who are merely providing materials, supplies, data or information that Provider then analyzes and incorporates into its work product.

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14. PERMITS AND LICENSES:

Provider, at its sole expense, shall obtain and maintain during the term of this Agreement, all appropriate permits, certificates and licenses, including a City business license that may be required in connection with the performance of the services and tasks hereunder.

15. REPORTS:
a. Each and every report, draft, work product, map, record and other document produced, prepared or caused to be prepared by Provider pursuant to or in connection with this Agreement shall be the exclusive property of the City.
b. No report, information or other data given to or prepared or assembled by Provider pursuant to this Agreement shall be made available to any individual or organization by Provider without prior approval of the City Manager or their designee. c. Provider shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Agreement.

16. RECORDS:
a. Provider shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Provider’s performance under the Agreement , as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Agreement (collectively the “Records”). b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Provider shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records , and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Agreement. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Provider for a period of three (3) years after receipt of final payment.
c. If supplemental examination or audit of the R ecords is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’ s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Agreement or failure to act in good faith, then Provider shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.

17. NOTICES:
a. All notices shall be in writing and delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service ; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.

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b. Each notice shall be deemed to have been received on the earlier to occur of : (x) actual delivery or the date on which delivery is refused; or (y) three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).
c. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address. d. All notices, demands, requests, or approvals from Provider to the City shall be addressed to the City at:

City of Alameda
Public Works
950 W. Mall Square, Room 110
Alameda, CA 94501
Attention: Marc Green, Program Specialist
Ph: (510) 747-7958
e. All notices, demands, requests, or approvals from the City to Provider shall be addressed to Provider at:

HF&H Consultants, LLC
201 Civic Drive, Suite 230
Walnut Creek, CA 94596
ATTENTION: Marva Sheehan, CPA
Ph: (925) 977-6950
f. All updated insurance certificates from Provider to the City shall be addressed to the City at:

City of Alameda
Public Works Department
950 W. Mall Square, Room 110
Alameda, CA 94501
ATTENTION: Jeanette Navarro, Executive Assistant
Ph: (510) 747-7900
[email protected]

18. SAFETY:
a. Provider will be solely and completely responsible for conditions of all vehicles owned or operated by Provider , including the safety of all persons and property during performance of the services and tasks under this Agreement . This requirement will apply continuously and not be limited to normal working hours. In addition, Provider will comply with all s afety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Agreement. Where any of these are in conflict, the more stringent requirement s will be followed. Provider’s failure Docusign Envelope ID: 28A8FDDF-ED72-4176-8A61-749F34586207

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to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein. b. Provider will immediately notify the City within 24 hours of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Agreement. Provider will promptly submit to the City a writte n report of all incidents that occur in connection with this Agreement. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Provider’s employee(s) involved in the incident; (i ii) name and address of Provider’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.

19. TERMINATION:
a. In the event Provider fails or refuses to perform any of the provisions hereof at the time and in the manner required hereunder, Provider shall be deemed in default in the performance of this Agreement . If such default is not cured within two (2) business days after receipt by Provider from the City of written notice of default, specifying the nature of such default and the steps necessary to cure such default, the City may thereafter immediately terminate the Agreement forthwith by giving to Provider written notice thereof. b. The foregoing notwithstanding, the City shall have the option, at its sole discretion and without cause, of terminating this Agreement by giving seven (7) days’ prior written notice to Provider as provided herein.
c. Upon termination of this Agreement either for cause or for convenience, each party shall pay to the other party that portion of compensation specified in this Agreement that is earned and unpaid prior to the effective date of termination. The obligation of the parties under this Section 19.c. shall survive the expiration or early termination of this Agreement.

20. ATTORNEYS’ FEES:

In the event of any litigation, including administrative proceedings, relating to this Agreement, including but not limited to any action or suit by any party, assignee or beneficiary against any other party, beneficiary or assignee, to enforce, interpret or seek relief from any provision or obligation arising out of this Agreement, the parties and litigants shall bear their own attorney’s fees and costs. No party or litigant shall be entitled to recover any attorneys’ fees or costs from any other party or litigant, regardless of which party or litigant might prevail.

21. HEALTH AND SAFETY REQUIREMENTS.

Provider acknowledges that the City shall have the right to impose , at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Provider agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings. Provider also agrees to make available to the City, at the City’s request, records to demonstrate Provider’s compliance with this Section.

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22. COMPLIANCE WITH ALL APPLICABLE LAWS:

During the term of this Agreement, Provider shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Alameda which affect the manner in which the services or tasks are to be performed by Provider, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Provider shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or is sued by the City. Provider shall defend, indemnify, and hold City (including its officials, directors, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with such laws and regulations pursuant to the indemnification provisions of this Agreement.

23. CONFLICT OF LAW:

This Agreement shall be interpreted under, and enforced by the laws of the State of California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Agreement and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Agreement (or the successors of those authorities). Any suits brought pursuant to this Agreement shall be filed with the courts of the County of Alameda, State of California.

24. WAIVER:

A waiver by the City of any breach of any term, covenant, or condition contained herein shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant, or condition contained herein, whether of the same or a different character.

25. INTEGRATED CONTRACT:

Subject to the language of Section 30, the Recitals and exhibits are a material part of this Agreement and are expressly incorporated herein . This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied cov enant shall be held to vary the provisions hereof. Any modification of this Agreement will be effective only by written execution signed by both the City and Provider.

26. PREVAILING WAGES:

Provider is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq. as well as California Code of Regulations, Title 8, Section 1600, et seq., (“Prevailing Wage Laws”) which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. Provider agrees to fully comply with such Prevailing Wage Laws if the services are being performed as part of an applicable “public works” or “maintenance” project as defined by the Prevailing Wage Laws and if the total compensation is $1,000 or more. City, upon Provider’s request, shall provide Provider with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement.

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shall post copies at the Provider’s principal place of business and at the project site. Provider shall defend, indemnify, and hold the City (its elected officials, officers, employees, and agents) free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

27. CAPTIONS:

The captions in this Agreement are for convenience only, are not a part of the Agreement and in no way affect, limit or amplify the terms or provisions of this Agreement.

28. COUNTERPARTS:

This Agreement may be executed in any number of counterparts (including by fax, PDF , DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.

29. SIGNATORY:

By signing this A greement, signatory warrants and represents that they executed this Agreement in their authorized capacity and that by their signature on this Agreement, they or the entity upon behalf of which they acted, executed this Agreement.

30. CONTROLLING AGREEMENT:

In the event of a conflict between the terms and conditions of this Agreement (as amended, supplemented, restated or otherwise modified from time to time) and any other terms and conditions wherever contained, including, without limitation, terms and conditions included within exhibits, the terms and conditions of this Agreement shall control and be primary.

31. MULCH PROCUREMENT REQUIREMENTS

Providers of landscaping maintenance, renovation, and construction shall:
a. Use compost and SB 1383 eligible mulch, as practicable, produced from recovered organic waste, for all landscaping renovations, construction, or maintenance performed for the City, whenever available, and capable of meeting quality standards and criteria specified. SB 1383 eligible mulch used for land application shall comply with 14 CCR, Division 7, Chapter 12, Article 12 and must meet or exceed the physical contamination, maximum metal concentration and pathogen density standards specified in 14 CCR Section 17852(a)(24.5)(A)(1) through (3). b. Maintain the following records for compost and SB 1383 eligible mulch and submit to the City upon request:
(1) General description of how and where the product was used and applied; (2) Source of product, including name, physical location, and contact information for each entity, operation, or facility from whom the compost and/or SB 1383 eligible mulch were procured;
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(3) Type of product
(4) Quantity of each product; and,
(5) Invoice or other record demonstrating purchase or procurement.

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HF&H understands the City’s goals and objectives for this project and has reviewed the City’s requested scope of services. This section presents our understanding of the scope of services and our proposed methodology for performing annual rates services.

Rates Services
Understanding
The City’s franchise agreement with ACI requires an annual adjustment to the residential and commercial ratepayer’s solid waste collection rates. This process requires the review of an application submitted to the City by AC I, calculation of different indices applied to certain cost centers, review of tonnage and reconciliation of actual tipping fees, and review of any City fees in order to calculate the required rate increase for the coming rate period.

Methodology
Index-Based Rate Reviews: HF&H designed and negotiated the rate adjustment mechanism, specific to the unique conditions in Alameda, and therefore have a highly nuanced understanding of the issues that will arise during these reviews. Furthermore, HF&H has managed this type of rate review with ACI on behalf of the City since the inception of the current franchise agreement with ACI and during prior franchise agreements. HF&H’s unique and superior understanding of these dynamics ensures that we will be the most efficient and the most likely to protect ratepayer interests. During the term of the City’s requested service period, the franchise agreement with ACI will require index-based rate adjustments to set rates effe ctive on July 1, 2025; July 1, 2026; July 1, 2027; and July 1, 2029. HF&H would perform the tasks described in this Section during fiscal years 2024-25, 2025-26, 2026-27, and 2028-29.

Cost-Based Rate Review: The franchise agreement requires a cost-based rate adjustment to be performed in order to set rates for Rate Period 8, effective July 1, 2028. This process requires a comprehensive audit of ACI’s revenues and cost of operations to validate company claims, determine allowable costs to hold the company to their cost and operating proposal, reconcile one-time issues, and translate ra te adjustment factors into rates for customers. HF&H designed and nego tiated the rate adjustment mechanism, and has done this type of rate adjustment with ACI before. Any other consultant that tries to do this work will create an extended timelin e and numerous complications with ACI that HF&H has already worked through.

Exhibit A - Scope of Works
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HF&H would perform the tasks described in this Section during fiscal year 2027-28.

Additional As-Needed Services
HF&H understands that the City may also request that the selected consultant provide additional as-needed services. HF&H has the diversity of expertise and the subject matter depth required to support the City in all of the requested areas. We offer the information below to help the City understand how we are organized and what tools we have to support those needs.

Performance Review and Audit Expertise
In addition to the scheduled annual rate adjustments, HF&H is aware of the following specific, likely events in the contract:

Performance Reviews and Audits: Article 6.3 of the franchise agreement with ACI of San Ramon allows the City to perform one perfor mance review, and/or one detailed financial audit during the term of the agreement to ensure ACI has fulfilled its financial and operational obligations under the agreement. With the halfway mark of the ACI agreement’s term approaching during the term of this Request for Proposal’s scope, the City may wish to exercise one or both of these review options. When assisting with the creation of the franchise agreement with ACI, HF&H designed this performance review to be able to conduct a detailed and robust audit of the numerous requirements of the agreement, including performance of direct services, education and outreach, diversion standards, fee payment, billing of customers, and complaints. This contract management tool, if used appropriately, is likely to provide the City with an early check-in on the health of the franchise and will likely result in numerous actionable findings and recommendations for systemic improvement. This process can also provide insight into new issues that may arise and could or should be addressed through an amendment process or incorporated into future RFPs.

Since such reviews and audits are not schedule d in the franchise agreement, the City may conduct such reviews and audits at any point during the term of the franchise agreement.

HF&H strongly recommends utilizing this proce ss in the coming contract years. Upon the City’s decision to conduct an audit and/or review and select HF&H to participate, the project would be scoped separately by HF&H based on the extent of the audit. Such scope may exceed the annual on-call services as budgeted in the Fee Estimate section of this proposal.

Extraordinary Rate Adjustments: In addition to the above likely events in the contract, ACI has the opportunity to request consideration fo r an extraordinary rate adjustment at any time, which may include, but is not limited to, a change in law such as SB 54 or unforeseen circumstances (e.g., the pandemic, changes in the recycling market). HF&H is uniquely positioned to understand the specific and global factors that may lay beneath the surface of the request such that additional compensation may not only be deemed unsubstantiated, but may in fact demonstrate ACI is collecting more revenue than they could provide a basis for, or at least additional consideration during, future rate adjustments.

SB 1383 & SB 54 Expertise
In addition to meeting challenging diversion rates and sustainability goals, the City is facing increasing regulatory oversight and pressure from SB 1383 (California’s Short Lived Climate Pollutant Reduction Mandate), and in the near future, SB 54 (Plastic Pollution Prevention and Packaging Producer Responsibility Act), both monumental, industry-changing laws that require prescriptive and significant changes in local systems, programs, and funding structures. At this juncture, the City requir es a new approach that considers the current cultural, social, regulatory, and economic climate, employs new and creative strategies, Docusign Envelope ID: 7E3C3A3E-9E4E-4422-8060-BA485790D10F Docusign Envelope ID: 28A8FDDF-ED72-4176-8A61-749F34586207

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and maintains feasibility and compliance. This will require a holistic view of what it means to be sustainable with a zero waste focus in Alameda. HF&H will work closely with City staff to align on a strategic approach that threads upstream, midstream, and downstream programs to not only comply with a specific diversion number or regulation, but to ensure the various social, economic, and environmenta l benefits of a zero waste community are realized, including a healthier community, a cl ean and safe Alameda, and a thriving local economy.

HF&H is the most engaged of any public-sector or iented consulting firm in California in SB 1383, only the industry and environmental lobbyis ts have spent more time on this. We have attended every workshop, participated as an invite d panelist for two of them, commented on and/or met with CalRecycle to provide input on every draft, hosted Local Government Summits on SB 1383 in Oakla nd and Long Beach in June 2018, prepared summary and detailed compliance checklists for local government managers, and negotiated several franchise agreements that attempt to anticipate the requirements of SB 1383. We were also competitively selected to prepare the first SB 1383 plan in the State (for the Central Contra Costa Solid Waste Authority).

HF&H is one of the most, if not the most, respected public voice on SB 1383. HF&H has assisted more than 100 agencies throughout California with the implementation of all aspects of SB 1383. In fact, several agenci es have hired HF&H to work with their communities and stakeholders to fully support their SB 1383 compliance requirements. As the City takes the next steps forward on the path to compliance with SB 1383, no other consultant can provide the range of support and depth of expertise in comparison to HF&H.

We will draw on our experience to offer the City a comprehensive range of options, including popular and commonplace progra ms designed for both diversion and compliance, and programs that are new, creative, and specific. HF&H will also utilize our legislative expertise to anticipate and respond to policies that can leverage statewide legislation and funding, including the recently passed Plastic Pollution Prevention and Packaging Producer Responsibility Act, SB 54. SB 54 will have profound impacts on the types of packaging materials generated by producers, the recyclability and compostability of covered material categories, and pote ntial opportunities for funding for local jurisdictional collection systems, litter abat ement activities, and programming. HF&H has been a leader in the SB 54 rulemaking and implementation process and was recently selected by CalRecycle to conduct the statewide SB 54 Needs Assessment. This monumental project will identify the current state of recycling for jurisdictions, processing facilities, and end markets across the state, and analyze what is needed to meet the ambitious waste diversion and environmental ju stice goals set forth in the SB 54 statute.

Both our relationship with CalRecycle and expertise with SB 54 position HF&H as an integral resource for the City of Alameda and their zero waste goals.

HF&H’s Government Agency Program Information Database
HF&H’s knowledge of the industry is unrivaled and we continue to build our knowledge capacity by attracting talent from within the industry and from municipalities that have been deeply involved in this work for decade s. We have developed an extensive database of industry operations and financial data from assessing current operations and evaluating proposals from most of the solid waste pr oviders working in California. While other consultants speak about their “data collection and analysis” capabilities, the collection and use of data is a HF&H hallmark: a tool we use to ensure our clients receive the best match of services and costs. For example:

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 We were selected by CalRecycle for the 2009-2010 Statewide Commercial Recycling Cost Study, amongst our comp etitors, to determine the cost of mandatory commercial recycling in California, largely based on the information contained in this database. The reason: no other consulting firm could offer access to the same type of detailed operational and cost data, and prior attempts by other firms to collect this data from the industry were unsuccessful. For example, on the first stakeholder call with industry, CalRecycle staff queried the participants to request cost-related data. The first response came from Waste Management, who declined to provide data for the study but stated that “HF&H already has it.”  Prior to the implementation of StopWas te’s Mandatory Recycling Ordinance, StopWaste and five of its member agencies hired HF&H to conduct a cost, diversion, and climate analysis to under stand the costs and benefits associated with implementing mandatory recycling and mandatory organics programs. In the City of Livermore, there was a “change in law” contract reopener in the event that costs for a new program exceeded 2% of their current revenues. HF&H’s analysis demonstrated that the costs would be close to, but less than, that 2% threshold.

Their franchisee accepted the analysis, with reservation that they may return if they experienced greater impacts. Years later, that contract has not been reopened on the basis of that change in law.

Stakeholder Engagement
Having assisted many agencies, including Alam eda, with franchising-related projects in recent years, HF&H is very familiar with the questions and comments stakeholders typically have and the sensitivities that must be navi gated. HF&H also understands the importance of transparency and we appreciate that the Ci ty has identified stakeholder outreach as a key element of this project. HF&H has performed this sort of outreach in various different ways for many communities throughout the St ate. Dependent on factors such as timing, integration with the City’s current stakeholder engagement activities, and the desired depth and range of outreach, there are trade- offs to consider, and as such, selecting a consultant with significant experience in this area is critical in designing an effective outreach plan.

HF&H recognizes that real data from the public can be an invaluable resource in evaluating new service options and determining the best suited implementation strategy for the City.

HF&H has performed surveying work for several agencies in recent years and will build upon what we have learned to solicit, analyze, and report data from businesses and other stakeholders in the City. When we supported the City of San Jose with its analysis of commercial franchise options, and then its transition from a non-exclusive franchise system to an exclusive commercial franchise system, we helped the City plan its public input process; developed a 20-question survey to solicit input from businesses about their recycling needs, service priorities, and cost of service; and, drafted a 70-question survey for the City’s 24 non-exclusive haulers regarding services provided and preferences on the future franchise system and policies.

Work Plan - Index-Based Rate Adjustment
Task 1. Preliminary Application Review
Kick-off Meeting. We will prepare for and conduct a meeting with the City and ACI to receive ACI’s application and obtain an explanation for any unanticipated changes in ACI’s compensation; provide an initial request for documents and information necessary to conduct our review; identify the individuals at the City, HF&H, and ACI that will be the main points of contact during the review; and, establish a schedule to conduct our field work.

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Review Completeness & Compliance. We will review the application to ensure that it is complete and in compliance with the methodology described in the Agreement; and, if necessary, request information necessary to bring the application into compliance.

Review Mathematical Accuracy and Logical Consistency. We will review the application to verify that the rate application is mathem atically correct, that the rows and columns of numbers add down and across as intended, and that the stated assumptions were in fact used in the projection calculations. Also, we will review the application to ensure the application is internally consistent and agrees with the supporting schedules and worksheets.

Verify Projected Expenses Based on Allowable Expenses Escalated by Proper Index. We will verify that ACI correctly calculated th eir projected compensation using the current allowable expenses (as approved by the City Contract Manager last year), as well as the correct percentage changes in CPI (in acco rdance with the ACI Franchise Agreement (Agreement)).

Task 2: Expense Review
Review Labor-Related Expenses. We will verify ACI has correctly projected union-related wages in accordance with the agreed-upon methodology described in the Agreement.

Review Vehicle-Related Expense. We will verify ACI has correctly projected vehicle-related expenses in accordance with the agreed-upon methodology described in the Agreement.

Review of Solid Waste Disposal Expense. We will verify that solid waste disposal costs have been calculated in accordance with the Agre ement and the disposal agreement with Waste Management. We will compare the tonnage from the most recently completed 12- month period to the period 12 months prior and seek explanations for material variances.

Review of Organics Material Processing Expense. We will verify that organics material processing costs have been calculated in accordance with the Agreement. We will compare the tonnage from the most recently completed 12-month period to the period 12 months prior and seek explanations for material variances.

Review of Recyclable Material Tonnage and Processing Expense. We will verify that recyclable material processing costs have been calculated in accordance with the Agreement. We will compare the tonnage fr om the most recently completed 12-month period to the prior 12-month period and seek explanations for material variances.

Additionally, HF&H will review ACI’s calculation of the recyclable materials processing cost adjustment, using results from the waste characterization study.

Review of Depreciation and Interest Expense. We will review ACI’s calculation of depreciation and related interest expense to de termine if it was calculated in accordance with the Agreement.

Review Calculation of City Reimbursements. We will determine if the current rates include a Waste Management Recyclin g and Program Fee (AB 939 fee), Infrastructure Impacts Mitigation Fee, Doolittle Landfill Maintenance Fee, City Parks Fee, and the consulting costs associated with determining the rates. The reimbursements specified in the Agreement are to be adjusted annually by CPI.

Summarize Recommended Adjustments. We will summarize our recommended adjustments and calculate ACI’s allowed compensation. Based on the recalculated compensation, we will determine the rate adjustment based on the current rate period’s approved revenue requirement.

Review Work Papers and Preliminary Findings. We will prepare and review our work papers documenting the results of our analysis and our preliminary findings.

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Task 3: Review and Update Balancing Account
In accordance with Section 8.4 of the Agreement, HF&H will review and include an updated “Due to/from ACI” (Balancing Account) after the addition of the prior completed rate period’s revenue reconciliation adjustment and interest reconciliation adjustment.

Task 4: Prepare and Present Findings and Recommendations Meet with City and ACI to Review Preliminary Findings. We will meet once with the City and ACI staff to review our preliminary findi ngs, receive comments and any additional information, and adjust our preliminary findings, as appropriate.

Prepare Draft Report. Based on the completion of each of the above tasks, we will develop a draft report for review by City and ACI staff. This draft report will basically function as a working document intended to solicit comments and direction.

Prepare Final Report. As appropriate, we will incorporate City and ACI staff comments and prepare a final report.

Task 5: Engagement Management
We will prepare and amend detailed work plans, monitor engagement progress, and provide sufficient resources to ensure timely completion of the engagement. HF&H will review analytical results and interim finding s, review the draft an d final reports, and respond to questions regarding the progress of the engagement and other issues.

Optional Task 6: Prepare for and Attend Council Meeting If requested by the City, we will present our recommendations to the Alameda City Council at one public hearing and will be available at that meeting to answer questions from Council members and members of the public. If additional public hearings or Council meetings are necessary, we would be pleased to participate on a time-and-materials basis.

Optional Task 7: On-Call Services
If requested by the City, HF&H will assist with other rate-related or technical services that are not set forth in Tasks 1 through 5 above. Prior to performing services under this Task, HF&H will request written authorization for a specific scope of work and budget from the City.

Hours Estimate
HF&H estimates the following hours for the above scope of work for index-based rate reviews support.

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Figure 1. Index-Based Rate Adjustment Hours Estimate
Work Plan - Cost-Based Rate Adjustment
Task 1: Preliminary Application Review
Kick-off Meeting. We will review background information prior to conducting the kick-off meeting with the City and ACI. During this m eeting, we will also: receive ACI’s application and obtain an explanation for any unanticipated changes in ACI’s compensation for Rate Period 8; provide an initial request for do cuments and information necessary to conduct our review; identify the individuals at the City, HF&H, and ACI that will be the main points of contact during the review; and, establish a schedule to conduct HF&H's review of ACI's application.

Review Completeness & Compliance. We will review the application to ensure that it is complete and in compliance with the methodology described in the Agreement; and, if necessary, request information necessary to bring the application into compliance.

Verify Projected Expenses Based on Allowable Expenses Escalated by Proper Index. We will verify that ACI calculated their Rate Period 8 compensation using only allowable expenses and correct percentage change in creases to CPI (in accordance with the Agreement).

Task 2: Revenue and Expense Review
Reconcile Application to Financial Statements and General Ledger. We will reconcile the Rate Period 6 revenues and expenses (as repo rted in the application) to ACI’s audited financial statements and general ledger. HF &H will verify that adjusted costs are reasonable and compliant with Exhibit E2 Section 2.A.2 of the Agreement.

Task Description Executive
Sr
Project
Manager
Project
Manager
Senior
Associate
Associate
Analyst Admin Total
Hours
Task 1 Preliminary
Application Review
0 0 4 10 23 0 37
Task 2 Expense Review 0 8 14 29 55 0 106
Task 3 Review and
Update Balancing
Account
4 0 16 20 0 0 40
Task 4 Prepare and
Present Findings &
Recommendations
2 2 14 20 24 6 68
Task 5 Engagement
Management
0 0 10 4 0 0 14
Task 6
(Optional)
Prepare for and
Attend Council
Meeting
0 0 14 12 2 0 28
Total Hours 293
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Review Labor-Related Expenses. We will review and verify the reasonableness of ACI’s payroll expense for each department (e.g., resi dential solid waste, commercial recycling, and debris box). HF&H will verify labor-rela ted costs match the provision of services required by the Agreement and that the number of labor hours do not exceed the maximum allowable labor hours provided for in Exhibit G1 of the Agreement).

HF&H will verify that ACI correctly projecte d union-related wages in accordance with the agreed-upon methodology described in the Agreement.

Review Vehicle-Related Expense. We will review and verify the reasonableness of ACI’s vehicle-related expenses for each department (e.g., residential solid waste, commercial recycling, and debris box). We will verify vehicle-related costs match the provision of services required by the Agreement and that the number of routes, route hours, and gallons of fuel do not exceed the maximum allowable routes, route hours, or gallons of fuel as provided for in Exhibit G1 of the Agreement.

Review of Solid Waste Disposal Expense. We will verify that solid waste disposal costs have been calculated in accordance wi th the Agreement, as well as the Waste Management disposal agreement. We will compare tonnage from the most recently completed 12-month period to the period 12 months prior and seek explanations for material variances.

Review of Recyclable Material Tonnage and Processing Expense. We will verify recyclable material processing costs have been calculated in accordance with the Agreement. We will compare tonnage from the most recently completed 12-month period to the prior 12- month period and seek explanations for material variances. Additionally, HF&H will review ACI’s calculation of recyclable material processing cost adjustment, using results from the waste characterization study.

Review of Depreciation and Interest Expense. We will review ACI’s calculation of depreciation and related interest expense to determine that calculations were made in compliance with the Agreement.

Review Calculation of City Reimbursements. The current rates include a Waste Management Recycling and Prog ram Fee (AB 939 fee), Infrastructure Impacts Mitigation Fee, Doolittle Landfill Maintenance Fee, City Parks Fee, and consulting costs associated with determining rates. The reimbursements specified in the Agreement are to be adjusted by CPI, annually. HF&H will review ACI's justification and support for key assumptions made during ACI's projection of the reimbursements to be included in ACI's revenue requirement calculations.

Review of Rate Revenue. We will review and verify the accuracy of ACI’s reconciliation of actual Rate Period 6 revenue compared to its allowable Rate Period 6 compensation. We will conduct a variance analysis comparing the projected Rate Period 7 revenue to actual Rate Period 7 revenue. HF&H will use six months of actual Rate Period 7 revenue to annualize. We will request explanations for variances.

HF&H will require the assistance of ACI to project Rate Period 8 revenue based on current rates and subscriptions levels. We will use the projected Rate Period 8 revenue when determining the rate adjustments necessary to generate sufficient revenue to cover ACI’s Rate Period 8 allowable compensation.

Summarize Recommended Adjustments. We will summarize our recommended adjustments and calculate ACI’s Rate Period 8 compensation.

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Review Work Papers and Preliminary Findings. We will prepare and review our work papers documenting the results of our analysis and our preliminary findings.

Task 3: Review and Update Balancing Account
In accordance with Section 8.4 of the Agreement, HF&H will review and include an updated “Due to/from ACI” (Balancing Account) after the addition of the Rate Period 6 revenue reconciliation adjustment and interest reconciliation adjustment.

Task 4: Prepare and Present Findings and Recommendations Meet with City and ACI to Review Preliminary Findings. We will meet once with City and ACI staff to review our preliminary findings, receive comments and any additional information, and adjust our preliminary findings, as appropriate.

Prepare Draft Report. Once we have completed each of the above tasks, HF&H will use the information to develop a draft report for review by City and ACI staff. This draft report will function as a working document intended to solicit comments and direction.

Prepare Final Report. As appropriate, HF&H will incorporate City and ACI staff comments and prepare the final report.

Optional Task 6: Prepare for and Attend Council Meeting If requested by the City, HF&H will present our recommendations to the Alameda City Council at one public hearing and will be availa ble at that meeting to answer questions from Council members and members of the public. If additional public hearings or Council meetings are necessary, HF&H would be please d to participate on a time-and-materials basis.

Hours Estimate
HF&H estimates the following hours for the above scope of work for cost-based rate reviews support.

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Figure 2. Cost-Based Rate Adjustment Hours Estimate
Fee Estimate
To provide the City with the requested annua l rates support and other unanticipated as- needed services that may arise, HF&H propos es to work on a time-and-materials basis for a not-to-exceed total budget of $530,000 during the five year contract term, as shown below by fiscal year.

Year Rate
Reviews
As-Needed
Services
Total Fee
Estimate
Fiscal Year 2024-25 $70,000 (Index Review) $30,000 $100,000 Fiscal Year 2025-26 $70,000 (Index Review) $30,000 $100,000 Fiscal Year 2026-27 $70,000 (Index Review) $30,000 $100,000 Fiscal Year 2027-28 $100,000 (Cost Review) $30,000 $130,000 Fiscal Year 2028-29 $70,000 (Index Review) $30,000 $100,000 Task Description Executive
Sr
Project
Manager
Project
Manager
Senior
Associate
Associate
Analyst Admin Total
Hours
Task 1 Preliminary
Application Review
0 2 12 12 37 0 63
Task 2 Revenue and
Expense Review
2 12 13 63 120 0 210
Task 3 Review and
Update Balancing
Account
8 0 8 12 24 0 52
Task 4 Prepare and
Present Findings &
Recommendations
0 2 16 20 24 8 70
Task 5 Engagement
Management
0 0 10 4 0 0 14
Task 6
(Optional)
Prepare for and
Attend Council
Meeting
0 0 14 12 2 0 28
Total Hours 437
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Professional Fees
Hourly rates for professional and administrative personnel through December 31, 2025 are listed below, and will adjust by 3.5% on January 1 of each year of the contract.

Position Rate
Executive $330 - $365
Senior Project Manager $305 - $325
Project Manager $275 - $285
Senior Associate $225 - $270
Associate Analyst $185 - $205
Assistant Analyst $160 - $180
Administrative Staff $135 - $170
(Effective January 1, 2025)
1 Direct Expenses
Standard charges for common direct expenses are as follows:

Automobile Travel ............................................... Prevailing IRS mileage rate Airfare and Public Transit ............................................................. Actual Cost Billing Policies
Our policy is to bill for our services based on the standard hourly rates of the staff member assigned, multiplied by the time required to perform the client-related tasks, plus the direct expenses as described above. In implementing this policy, we adhere to the following practices:

It is our standard practice to e-mail invoices to our clients, although hard copies of invoices can be sent to clients on request.

We round to the nearest one-quarter hour (e.g., if two hours and 55 minutes are spent on a task, it is recorded as three hours, if two hours and 5 minutes are spent on a task, it is recorded as two hours). A minimum charge of one-quarter hour is charged for any client work performed in a day.

We do not markup out-of-pocket expenses; however, we may charge administrative or professional time related to the provision of the goods and services associated with these charges.

If subcontractors are used, HF&H reserves the right to charge a 10% markup.

Mileage fees are based on the round-trip distance from the point of origin.

If a client's change to a previously scheduled meeting results in penalties being assessed by a third party (e.g., airline cancellation fee), then the client will bear the cost of these penalties.

While no minimum fee for a consulting engage ment has been established, it is unlikely (given the nature of our services) that we can gain an understanding of a client's particular requirement, identify alternatives, and recommend a solution in less than twenty-four consulting hours.

1 Litigation Support and Expert Witness Services are not covered by this schedule of fees and expenses.

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Insurance
We maintain the following policies of insurance with carriers doing business in California:
 Commercial General Liability In surance ($2,000,000 Occurrence/$4,000,000 Aggregate)
 Workers’ Compensation ($1,000,000)
 Professional Liability
Insurance ($2,000,000 Occurrence/$2,000,000 Aggregate)
 Hired an
d Non-Owned Auto Liability2 ($2,000,000)
 Umbr
ella Liability ($3,000,000 Occurrence/$3,000,000 Aggregate)  Cyber Liability ($1,000,000
Each Claim)
All costs incurred in complying with additional coverages or limits (excluding additional insured and waiver of subrogation endorsements) become the responsibility of the client and are not included in the fees for services or direct charges but are billed in addition to the contract at cost, plus any professional or administrative fees.

Invoices and Payment for Services
Our time reporting and billing system has cert ain standard formats that are designed to provide our clients with a detailed invoice of the time and charges associated with their engagement and we typically discuss these with our clients at our kick-off meeting. We are also pleased to provide our clients with a cust om invoice format, but we will have to bill the client for time spent conforming our invoices to their unique requirements.

Billings for professional services and charges are submitted every month, in order that our clients can more closely monitor our services.
2 HF&H Consultants does not own any company automobiles.

Docusign Envelope ID: 7E3C3A3E-9E4E-4422-8060-BA485790D10F Docusign Envelope ID: 28A8FDDF-ED72-4176-8A61-749F34586207 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :INSURER E :INSURER D :INSURER C :INSURER B :INSURER A :NAIC #NAME:CONTACT(A/C, No):FAXE-MAILADDRESS:PRODUCER(A/C, No, Ext):PHONE

INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement onthis certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)(Ea accident)$
$
N / A

SUBRWVDADDLINSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $$$$PROPERTY DAMAGEBODILY INJURY (Per accident)BODILY INJURY (Per person)COMBINED SINGLE LIMIT

AUTOS ONLYAUTOSAUTOS ONLYNON-OWNEDSCHEDULEDOWNEDANY AUTOAUTOMOBILE LIABILITY Y / NWORKERS COMPENSATIONAND EMPLOYERS' LIABILITYOFFICER/MEMBER EXCLUDED?(Mandatory in NH)DESCRIPTION OF OPERATIONS belowIf yes, describe underANY PROPRIETOR/PARTNER/EXECUTIVE$$$E.L. DISEASE - POLICY LIMITE.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENTEROTH-STATUTEPER

LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIABUMBRELLA LIAB $EACH OCCURRENCE$AGGREGATE$OCCURCLAIMS-MADEDEDRETENTION$ $PRODUCTS - COMP/OP AGG$GENERAL AGGREGATE$PERSONAL & ADV INJURY$MED EXP (Any one person)$EACH OCCURRENCEDAMAGE TO RENTED$PREMISES (Ea occurrence)COMMERCIAL GENERAL LIABILITYCLAIMS-MADEOCCURGEN'L AGGREGATE LIMIT APPLIES PER:POLICYPRO-JECTLOC

CERTIFICATE OF LIABILITY INSURANCEDATE (MM/DD/YYYY)

CANCELLATION

AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)© 1988-2015 ACORD CORPORATION. All rights reserved.

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD

HIREDAUTOS ONLY
ACORD 0025 2016-03 Acroform
09/04/2024
Newfront Insurance Services, LLC
450 Sansome Street
Suite 300
San Francisco
CA
94111
Ashley Mack
(415) 754-3635
[email protected]
HF&H Consultants, LLC
590 Ygnacio Valley Rd. Suite 105
Walnut Creek
CA
94596
Citizens Insurance Company of America
31534
Hartford Casualty Insurance Company
29424
Gemini Insurance Company
10833
A
X
X
OBF-D681476-07
09/06/2024
09/06/2025
2,000,000
1,000,000
10,000
4,000,000
3,000,000
A
OBF-D681476-07
09/06/2024
09/06/2025
A
OBF-D681476-07
09/06/2024
09/06/2025
3,000,000
3,000,000
B
57 WEC ZR5765
09/06/2024
09/06/2025
1,000,000
1,000,000
1,000,000
C
Professional Liability
VNPL016870
09/06/2024
09/06/2025
Aggregate
2,000,000
Each Loss Ded
25,000
2,000,000
The City of Alameda, its City Council, boards and commissions, officials & employees and volunteers are included as an additional insured as required by a written contract with respect to General Liability. Waiver of subrogation applies in favor of the certificate holder with respect to General Liability.

City of Alameda, Public Works Department
Alemeda Point, Building 1
950 W Mall Sq Ste 110
Alameda
CA
94501

INCLUDED
Each Claim
Docusign Envelope ID: 7E3C3A3E-9E4E-4422-8060-BA485790D10F Docusign Envelope ID: 28A8FDDF-ED72-4176-8A61-749F34586207 2/12/2025

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BUSINESSOWNERS LIABILITY SPECIAL BROADENING ENDORSEMENT This endorsement modifies insurance provided under the following:

BUSINESSOWNERS COVERAGE FORM
This endorsement amends coverages provided under the Businessowners Coverage Form through new coverages and broader coverage grants. This coverage is subject to the provisions applicable to the Businessowners Coverage Form, except as provided below.

The following changes are made to SECTION II -
LIABILITY:

1. Additional Insured by Contract, Agreement or
Permit
The following is added to SECTION II -
LIABILITY, C. Who Is An Insured:

Additional Insured by Contract, Agreement or
Permit
a. Any person or organization with whom you
agreed in a written contract, written
agreement or permit to add such person or
organization as an additional insured on
your policy is an additional insured only with
respect to liability for "bodily injury ",
"property damage", or "personal and
advertising injury " caused, in whole or in
part, by your acts or omissions, or the acts
or omissions of those acting on your behalf,
but only with respect to:
(1) "Your work" for the additional insured(s)
designated in the contract, agreement or
permit;
(2) Premises you own, rent, lease or
occupy; or
(3) Your maintenance, operation or use of
equipment leased to you.
b. The insurance afforded to such additional
insured described above:
(1) Only applies to the extent permitted by
law; and
(2) Will not be broader than the insurance
which you are required by the contract,
agreement or permit to provide for such
additional insured.
(3) Applies on a primary basis if that is
required by the written contract, written
agreement or permit.
(4) Will not be broader than coverage
provided to any other insured.
(5) Does not apply if the "bodily injury ",
"property damage" or "personal and
advertising injury" is otherwise excluded
from coverage under this Coverage Part,
including any endorsements thereto.
391-100608 16 Includes copyrighted materials of Insurance Services Offices, Inc., with its permission. Page 1 of 6 SUMMARY OF COVERAGES Limits Page

1. Additional Insured by Contract, Agreement or Permit Included 1

2. Additional Insured - Broad Form Vendors

3. Alienated Premises

4. Broad Form Property Damage - Borrowed Equipment, Customers Goods and Use of Elevators

5. Incidental Malpractice (Employed Nurses, EMT's and Paramedics)

6. Personal and Advertising Injury - Broad Form

7. Product Recall Expense
Product Recall Expense Each Occurrence Limit
Product Recall Expense Aggregate Limit
Product Recall Deductible

8. Unintentional Failure to Disclose Hazards

9. Unintentional Failure to Notify
Included
Included
Included
Included
Included
Included
$25,000

$50,000
$500
Included
Included
2 3
3 3
4 4
5 5
5 6
6 Aggregate
Occurrence
POLICY NUMBER: OBF-D681476-07
Docusign Envelope ID: 7E3C3A3E-9E4E-4422-8060-BA485790D10F Docusign Envelope ID: 28A8FDDF-ED72-4176-8A61-749F34586207 OBF
D681476
5701751
c.

This
provision
does
not
apply:
(1)
Unless
the
written
contract
or
written
agreement
was
executed
or
permit
was
issued
prior
to
the
"bodily
injur
y
",
"property
damage",
or
"personal
injury
and
advertising
injury".
(2)
To
any
person
or
organization
included
as
an
insured
by
another
endorsement
issued
by
us
and
made
part
of
this
Coverage
Part.
(3)
To
any
lessor
of
equipment:
(a)
After
the
equipment
lease
expires;
or
(b)
If
the
"bodily
injury
",
"property
damage"
,
"personal
and
advertising
injur
y
"
arises
out
of
sole
negligence
of
the
lessor.
(4)
To
any:
(a)
Owners
or
other
interests
from
whom
land
has
been
leased
if
the
"occurrence
"
takes
place
or
the
offense
is
committed
after
the
lease
for
the
land
expires;
or
(b)
Managers
or
lessors
of
premises
if:
(i)
The
"occurrence
"
takes
place
or
the
offense
is
committed
after
you
cease
to
be
a
tenant
in
that
premises;
or
(ii)
The
"bodily
injury",
"property
damage",
"personal
injury"
or
"advertising
injury"
arises
out
of
structural
alterations,
new
construction
or
demolition
operations
performed
by
or
on
behalf
of
the
manager
or
lessor.
(5)
To
"bodily
injur
y
",
"property
damage
"
or
"personal
and
advertising
injury
"
arising
out
of
the
rendering
of
or
the
failure
to
render
any
professional
services.

This
exclusion
applies
even
if
the
claims
against
any
insured
allege
negligence
or
other
wrongdoing
in
the
supervision,
hiring,
employment,
training
or
monitoring
of
others
by
that
insured,
if
the
"occurrenc
e"
which
caused
the
"bodily
injury
"
or
"property
damag
e
"
or
the
offense
which
caused
the
"personal
and
advertising
injury
"
involved
the
rendering
of
or
failure
to
render
any
professional
services
by
or
for
you.
d.

With
respect
to
the
insurance
afforded
to
these
additional
insureds,
the
following
is
added
to

SECTION
II
-

LIABILITY,
D.

Liability
and
Medical
Expense
Limits
of
Insurance
:

The
most
we
will
pay
on
behalf
of
the
additional
insured
for
a
covered
claim
is
the
lesser
of
the
amount
of
insurance:

1. Required
by
the
contract,
agreement
or
permit
described
in
Paragraph
a.;
or

2. Available
under
the
applicable
Limits
of
Insurance
shown
in
the
Declarations.

This
endorsement
shall
not
increase
the
applicable
Limits
of
Insurance
shown
in
the
Declarations
e.

All
other
insuring
agreements,
exclusions,
and
conditions
of
the
policy
apply.

2. Additional
Insured
-
Broad
Form
Vendors
The
following
is
added
to

SECTION
II
-

LIABILITY,
C.

Who
Is
An
Insured:

Additional
Insured
-
Broad
Form
Vendors
a.

Any
person
or
organization
that
is
a
vendor
with
whom
you
agreed
in
a
written
contract
or
written
agreement
to
include
as
an
additional
insured
under
this
Coverage
Part
is
an
insured,
but
only
with
respect
to
liability
for
"bodily
injury
"
or
"property
damag
e
"
arising
out
of
"your
products
"
which
are
distributed
or
sold
in
the
regular
course
of
the
vendor's
business.
b.

The
insurance
afforded
to
such
vendor
described
above:
(1)
Only
applies
to
the
extent
permitted
by
law;
(2)
Will
not
be
broader
than
the
insurance
which
you
are
required
by
the
contract
or
agreement
to
provide
for
such
vendor;
(3)
Will
not
be
broader
than
coverage
provided
to
any
other
insured;
and
(4)
Does
not
apply
if
the
"bodily
injur
y
",
"property
damage
"
or
"personal
and
advertising
injury
"
is
otherwise
excluded
from
coverage
under
this
Coverage
Part,
including
any
endorsements
thereto
c.

With
respect
to
insurance
afforded
to
such
vendors,
the
following
additional
exclusions
apply:

The
insurance
afforded
to
the
vendor
does
not
apply
to:
(1)
"Bodily
injur
y
"
or
"property
damage
"
for
which
the
vendor
is
obligated
to
pay
damages
by
reasons
of
the
assumption
of
liability
in
a
contract
or
agreement.

This
exclusion
does
not
apply
to
liability
for
damages
that
the
insured
would
have
in
the
absence
of
the
contract
or
agreement;
(2)
Any
express
warranty
unauthorized
by
you;
391-1006
08 16
Includes
copyrighted
materials
of
Insurance
Services
Offices,
Inc.,
with
its
permission.

Page
2 of
6 Docusign Envelope ID: 7E3C3A3E-9E4E-4422-8060-BA485790D10F Docusign Envelope ID: 28A8FDDF-ED72-4176-8A61-749F34586207 (3)
Any
physical
or
chemical
change
in
the
product
made
intentionally
by
the
vendor;
(4)
Repackaging,
unless
unpacked
solely
for
the
purpose
of
inspection,
demonstration,
testing,
or
the
substitution
of
parts
under
instruction
from
the
manufacturer,
and
then
repackaged in the original container;
(5)
Any
failure
to
make
such
inspection,
adjustments,
tests
or
servicing
as
the
vendor
has
agreed
to
make
or
normally
undertakes
to
make
in
the
usual
course
of
business
in
connection
with
the
sale
of the product;
(6)
Demonstration,
installation,
servicing
or
repair
operations,
except
such
operations
performed
at
the
vendor's
premises
in
connection
with
the
sale
of
the product;
(7)
Products
which,
after
distribution
or
sale
by
you,
have
been
labeled
or
relabeled
or
used
as
a
container,
part
or
ingredient
of
any
other
thing
or
substance by or for the vendor;
(8)
"Bodily
injury"
or
"property
damage"
arising
out
of
the
sole
negligence
of
the
vendor
for
its
own
acts
or
omissions
or
those
of
its
employees
or
anyone
else
acting
on
its
behalf.

However,
this
exclusion does not apply to:
(a)
The
exceptions
contained
within
the
exclusion
in
subparagraphs
(4)
or
(6)
above; or
(b)
Such
inspections,
adjustments,
tests
or
servicing
as
the
vendor
has
agreed
to
make
or
normally
undertakes
to
make
in
the
usual
course
of
business,
in
connection
with
the
distribution
or
sale
of
the
products.
(9)
"Bodily
injury
"
or
"property
damage
"
arising
out
of
an
"occurrence
"
that
took
place
before
you
have
signed
the
contract or agreement with the vendor.
(10)
To
any
person
or
organization
included
as
an
insured
by
another
endorsement
issued
by
us
and
made
part
of
this
Coverage Part.
(11)
Any
insured
person
or
organization,
from
whom
you
have
acquired
such
products,
or
any
ingredient,
part
or
container,
entering
into,
accompanying
or containing such products.
d.

With
respect
to
the
insurance
afforded
to
these
vendors,
the
following
is
added
to

SECTION
II
-

LIABILITY,
D.

Liability
and
Medical Expense Limits of Insurance
:

The
most
we
will
pay
on
behalf
of
the
vendor
for
a
covered
claim
is
the
lesser
of
the
amount of insurance:

1. Required
by
the
contract
or
agreement
described in Paragraph
a.;
or

2. Available
under
the
applicable
Limits
of
Insurance shown in the Declarations;
This
endorsement
shall
not
increase
the
applicable
Limits
of
Insurance
shown
in
the
Declarations.

3. Alienated Premises

SECTION
II
-

LIABILITY,
B.

Exclusions,

1. Applicable
To
Business
Liability
Coverage
k.

Damage
to
Property,
paragraph
(2)
is
replaced
by
the following:
(2)
Premises
you
sell,
give
away
or
abandon,
if
the
"property
damage
"
arises
out
of
any
part
of
those
premises
and
occurred
from
hazards
that
were
known
by
you,
or
should
have
reasonably
been
known
by
you,
at
the
time
the property was transferred or abandoned.

4. Broad
Form
Property
Damage
-
Borrowed
Equipment, Customers Goods, Use of Elevators
a.

The
following
is
added
to

SECTION
II
-

LIABILITY,
B.

Exclusions,

1. Applicable
To
Business
Liability
Coverage,
k.

Damage
to
Property
:

Paragraph
(4)
does
not
apply
to
"property
damage
"
to
borrowed
equipment
while
at
a
jobsite
and
not
being
used
to
perform
operations.

Paragraph
(3),
(4)
and
(6)
do
not
apply
to
"property
damage
"
to
"customers
goods
"
while
on
your
premises
nor
to
the
use
of
elevators.
b.

For
the
purposes
of
this
endorsement,
the
following
definition
is
added
to

SECTION
II
-

LIABILITY,
F.

Liability
and
Medical
Expenses
Definitions:

1. "Customers
goods
"
means
property
of
your
customer
on
your
premises
for
the
purpose of being:
a.

Worked on; or
b.

Used in your manufacturing process.
c.

The
insurance
afforded
under
this
provision
is
excess
over
any
other
valid
and
collectible
property
insurance
(including
deductible)
available
to
the
insured
whether
primary,
excess, contingent or on any other basis.

5. Incidental
Malpractice
-
Employed
Nurses,
EMT
's
and Paramedics
SECTION II - LIABILITY, C. Who Is An Insured
,
paragraph

2.a.(1)(d)
does not apply to a nurse,
391-1006
08 16
Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.

Page 3 of 6 ends

Docusign Envelope ID: 7E3C3A3E-9E4E-4422-8060-BA485790D10F Docusign Envelope ID: 28A8FDDF-ED72-4176-8A61-749F34586207 OBF
D681476
5701751
emergency
medical
technician
or
paramedic
employed
by
you
if
you
are
not
engaged
in
the
business
or
occupation
of
providing
medical,
paramedical,
surgical,
dental,
x-ray
or
nursing
services.

6. Personal
Injury
-
Broad
Form
a.

SECTION
II
-

LIABILITY,
B.

Exclusions,

2. Additional
Exclusions
Applicable
only
to
"Personal
and
Advertising
Injur
y
",
paragraph
e.
is
deleted.
b.

SECTION
II
-

LIABILITY,
F.

Liability
and
Medical
Expenses
Definitions,

14. "Personal
and
advertising
injury",
paragraph
b.
is
replaced
by
the
following:
b.

Malicious
prosecution
or
abuse
of
process.
c.

The
following
is
added
to

SECTION
II
-

LIABILITY,
F.

Liability
and
Medical
Expenses
Definitions,
Definition

14. "Personal
and
advertising
injury":
"Discrimination
"
(unless
insurance
thereof
is
prohibited
by
law)
that
results
in
injury
to
the
feelings
or
reputation
of
a
natural
person,
but
only
if
such
"discrimination"
is:
(1)
Not
done
intentionally
by
or
at
the
direction
of:
(a)
The
insured;
(b)
Any
officer
of
the
corporation,
director,
stockholder,
partner
or
member
of
the
insured;
and
(2)
Not
directly
or
indirectly
related
to
an
"employee",
not
to
the
employment,
prospective
employment
or
termination
of
any
person
or
persons
by
an
insured.
d.

For
purposes
of
this
endorsement,
the
following
definition
is
added
to

SECTION
II
-

LIABILITY,
F.

Liability
and
Medical
Expenses
Definitions:

1. "Discrimination
"
means
the
unlawful
treatment
of
individuals
based
upon
race,
color,
ethnic
origin,
gender,
religion,
age,
or
sexual
preference.
"Discrimination
"
does
not
include
the
unlawful
treatment
of
individuals
based
upon
developmental,
physical,
cognitive,
mental,
sensory
or
emotional
impairment
or
any
combination
of
these.
e.

This
coverage
does
not
apply
if
liability
coverage
for
"personal
and
advertising
injur
y"
is
excluded
either
by
the
provisions
of
the
Coverage
Form
or
any
endorsement
thereto.

7. Product
Recall
Expense
a.

SECTION
II
-

LIABILITY,
B.

Exclusions,

1. Applicable
To
Business
Liability
Coverage,
o.

Recall
of
Products,
Work
or
Impaired
is
replaced
by
the
following:
o.

Recall
of
Products,
Work
or
Impaired
Property
Damages
claimed
for
any
loss,
cost
or
expense
incurred
by
you
or
others
for
the
loss
of
use,
withdrawal,
recall,
inspection,
repair,
replacement,
adjustment,
removal
or
disposal
of:
(1)
"Your
product";
(2)
"Your
work";
or
(3)
"Impaired
property";
If
such
product,
work
or
property
is
withdrawn
or
recalled
from
the
market
or
from
use
by
any
person
or
organization
because
of
a
known
or
suspected
defect,
deficiency,
inadequacy
or
dangerous
condition
in
it,
but
this
exclusion
does
not
apply
to
"product
recall
expenses"
that
you
incur
for
the
"covered
recall
"
of
"your
product".

However,
the
exception
to
the
exclusion
does
not
apply
to
"product
recall
expenses"
resulting
from:
(4)
Failure
of
any
products
to
accomplish
their
intended
purpose;
(5)
Breach
of
warranties
of
fitness,
quality,
durability
or
performance;
(6)
Loss
of
customer
approval,
or
any
cost
incurred
to
regain
customer
approval;
(7)
Redistribution
or
replacement
of
"your
product
"
which
has
been
recalled
by
like
products
or
substitutes;
(8)
Caprice
or
whim
of
the
insured;
(9)
A
condition
likely
to
cause
loss
of
which
any
insured
knew
or
had
reason
to
know
at
the
inception
of
this
insurance;
(10)
Asbestos,
including
loss,
damage
or
clean
up
resulting
from
asbestos
or
asbestos
containing
materials;
or
(11)
Recall
of
"your
products
"
that
have
no
known
or
suspected
defect
solely
because
a
known
or
suspected
defect
in
another
of
"your
products
"
has
been
found.
b.

The
following
is
added
to

SECTION
II
-

LIABILITY,
C.

Who
Is
An
Insured,
paragraph

3.b.
:
"Product
recall
expense
"
arising
out
of
any
withdrawal
or
recall
that
occurred
before
you
acquired
or
formed
the
organization.
391-1006
08 16
Includes
copyrighted
materials
of
Insurance
Services
Offices,
Inc.,
with
its
permission.

Page
4 of
6 Property
Docusign Envelope ID: 7E3C3A3E-9E4E-4422-8060-BA485790D10F Docusign Envelope ID: 28A8FDDF-ED72-4176-8A61-749F34586207 c.

The
following
is
added
to

SECTION
II

-
LIABI
L
ITY,
D.

Liability
and
Medical
Expenses
Limits of Insurance
:

Product Recall Expense Limits of Insurance
a.

The
Limits
of
Insurance
shown
in
the

SUMMARY
OF

COVERAGES
of
this
endorsement
and
the
rules
stated
below
fix
the
most
that
we
will
pay
under
this
Product
Recall
Expense
Coverage
regardless of the number of:
(1)
Insureds;
(2)
"Covered Recalls" initiated; or
(3)
Number
of
"your
products"
withdrawn
.
b.

The
Product
Recall
Expense
Aggregate
Limit
is
the
most
that
we
will
reimburse
you
for
the
sum
of
all
"product
recall
expenses
"
incurred
for
all
"covered
recalls" initiated during the policy period.
c.

The
Product
Recall
Each
Occurrence
Limit
is
the
most
we
will
pay
in
connection
with
any
one
defect
or
deficiency.
d.

All
"product
recall
expenses
"
in
connection
with
substantially
the
same
general
harmful
condition
will
be
deemed
to
arise
out
of
the
same
defect
or
deficiency
and
considered
one
"occurrence".
e.

Any
amount
reimbursed
for
"product
recall
expenses
"
in
connection
with
any
one
"occurrence
"
will
reduce
the
amount
of
the
Product
Recall
Expense
Aggregate
Limit
available
for
reimbursement
of
"product
recall
expenses
"
in
connection
with any other defect or deficiency.
f.

If
the
Product
Recall
Expense
Aggregate
Limit
has
been
reduced
by
reimbursement
of
"product
recall
expenses
"
to
an
amount
that
is
less
than
the
Product
Recall
Expense
Each
Occurrence
Limit,
the
remaining
Aggregate
Limit
is
the
most
that
will
be
available
for
reimbursement
of
"product
recall
expenses
"
in
connection
with
any
other defect or deficiency.
g.

Product Recall Deductible
We
will
only
pay
for
the
amount
of
"product
recall
expenses"
which
are
in
excess
of
the
$500
Product
Recall
Deductible.

The
Product
Recall
Deductible
applies
separately
to
each
"covered
recall".

The
limits
of
insurance
will
not
be
reduced
by
the
amount
of
this
deductible.

We may, or will if required by law, pay all
or any part of any deductible amount, if
applicable. Upon notice of our payment
of
a
deductible
amount,
you
shall
promptly
reimburse
us
for
the
part
of
the
deductible amount we paid.

The
Product
Recall
Expense
Limits
of
Insurance
apply
separately
to
each
consecutive
annual
period
and
to
any
remaining
period
of
less
than
12 months,
starting
with
the
beginning
of
the
policy
period
shown
in
the
Declarations,
unless
the
policy
period
is
extended
after
issuance
for
an
additional
period
of
less
than
12 months.

In
that
case,
the
additional
period
will
be
deemed
part
of
the
last
preceding
period
for
the
purposes
of
determining
the
Limits
of
Insurance.
d.

The
following
is
added
to

SECTION
II
-

LIABILITY,
E.

Liability
and
Medical
Expense
General
Conditions,

2. Duties
in
the
Event
of
Occurrence, Offense, Claim or Suit
:

You
must
see
to
it
that
the
following
are
done
in
the
event
of
an
actual
or
anticipated
"covered
recall
"
that
may
result
in
"product
recall expense":
(1)
Give
us
prompt
notice
of
any
discovery
or
notification
that
"your
product
"
must
be
withdrawn
or
recalled.

Include
a
description
of
"your
product
"
and
the
reason for the withdrawal or recall;
(2)
Cease
any
further
release,
shipment,
consignment
or
any
other
method
of
distribution
of
like
or
similar
products
until
it
has
been
determined
that
all
such
products
are
free
from
defects
that
could
be
a
cause
of
loss
under
this
insurance.
e.

For
the
purposs
of
this
endorsement,
the
following
definitions
are
added
to

SECTION
II
-

LIABILITY,
F.

Liability
and
Medical
Expenses Definitions:

1. "Covered
recall
"
means
a
recall
made
necessary
because
you
or
a
government
body
has
determined
that
a
known
or
suspected
defect,
deficiency,
inadequacy,
or
dangerous
condition
in
"your
produc
t
"
has
resulted
or
will
result
in "bodily injury" or "property damage".

2. "Product recall expense(s)" means:
a.

Necessary
and
reasonable
expenses
for:
(1)
Communications,
including
radio
or
television
announcements
or
printed
advertisements
including
stationary,
envelopes
and
postage;
391-1006
08 16
Includes copyrighted materials of Insurance Services Offices, Inc., with its permission.

Page 5 of 6 ends

Docusign Envelope ID: 7E3C3A3E-9E4E-4422-8060-BA485790D10F Docusign Envelope ID: 28A8FDDF-ED72-4176-8A61-749F34586207 OBF
D681476
5701751
(2)
Shipping
the
recalled
products
from
any
purchaser,
distributor
or
user
to
the
place
or
places
designated
by
you;
(3)
Remuneration
paid
to
your
regular
"employees
"
for
necessary
overtime;
(4)
Hiring
additional
persons,
other
than
your
regular
"employees";
(5)
Expenses
incurred
by
"employees"
including
transportation
and
accommodations;
(6)
Expenses
to
rent
additional
warehouse
or
storage
space;
(7)
Disposal
of
"your
product
",
but
only
to
the
extent
that
specific
methods
of
destruction
other
than
those
employed
for
trash
discarding
or
disposal
are
required
to
avoid
"bodily
injury
"
or
"property
damage
"
as
a
result
of
such
disposal,
you
incur
exclusively
for
the
purpose
of
recalling
"your
product";
and
b.

Your
lost
profit
resulting
from
such
"covered
recall".
f.

This
Product
Recall
Expense
Coverage
does
not
apply:
(1)
If
the
"products
-
completed
operations
hazar
d
"
is
excluded
from
coverage
under
this
Coverage
Part
including
any
endorsement
thereto;
or
(2)
To
"product
recall
expense
"
arising
out
of
any
of
"your
products
"
that
are
otherwise
excluded
from
coverage
under
this
Coverage
Part
including
endorsements
thereto.

8. Unintentional
Failure
to
Disclose
Hazards
The
following
is
added
to

SECTION
II
-

LIABILITY,
E.

Liability
and
Medical
Expenses
General
Conditions:

Representations
We
will
not
disclaim
coverage
under
this
Coverage
Part
if
you
fail
to
disclose
all
hazards
existing
as
of
the
inception
date
of
the
policy
provided
such
failure
is
not
intentional.

9. Unintentional
Failure
to
Notify
The
following
is
added
to

SECTION
II
-

LIABILITY,
E.

Liability
and
Medical
Expenses
General
Conditions,

2. Duties
in
the
Event
of
Occurrence,
Offense,
Claim
or
Suit:

Your
rights
afforded
under
this
Coverage
Part
shall
not
be
prejudiced
if
you
fail
to
give
us
notice
of
an
"occurrenc
e
",
offense,
claim
or
"suit",
solely
due
to
your
reasonable
and
documented
belief
that
the
"bodily
injury
",
"property
damag
e
"
or
"personal
and
advertising
injury
"
is
not
covered
under
this
Policy.

ALL
OTHER
TERMS,

CONDITIONS,
AND

EXCLUSIONS
REMAIN
UNCHANGED.
391-1006
08 16
Includes
copyrighted
materials
of
Insurance
Services
Offices,
Inc.,
with
its
permission.

Page
6 of
6 Docusign Envelope ID: 7E3C3A3E-9E4E-4422-8060-BA485790D10F Docusign Envelope ID: 28A8FDDF-ED72-4176-8A61-749F34586207 premium
in
accordance
with
our
rates
and
rules then in effect.

3. With
our
consent,
you
may
continue
this
policy
in
force
by
paying
a
continuation
premium
for
each
successive
one-year
period. The premium must be:
a.

Paid
to
us
prior
to
the
anniversary
date; and
b.

Determined
in
accordance
with
paragraph

2. above.

Our
forms
then
in
effect
will
apply.

If
you
do
not
pay
the
continuation
premium,
this
policy
will
expire
on
the
first
anniversary
date
that
we
have
not
received
the
premium.

4. Undeclared
exposures
or
change
in
your
business
operation,
acquisition
or
use
of
locations
may
occur
during
the
policy
period
that
is
not
shown
in
the
Declarations.

If
so,
we
may
require
an
additional
premium.

That
premium
will
be
determined
in
accordance
with
our
rates
and rules then in effect.

Premium Audit

1. This
policy
is
subject
to
audit
if
a
premium
designated
as
an
advance
premium
is
shown
in
the
Declarations.

We
will
compute
the
final
premium
due
when
we
determine your actual exposures.

2. Premium
shown
in
this
policy
as
advance
premium
is
a
deposit
premium
only.

At
the
close
of
each
audit
period,
we
will
compute
the
earned
premium
for
that
period
and
send
notice
to
the
first
Named
Insured.

The
due
date
for
audit
premiums
is
the
date
shown
as
the
due
date
on
the
bill.

If
the
sum
of
the
advance
and
audit
premiums
paid
for
the
policy
period
is
greater
than
the
earned
premium,
we
will
return
the
excess
to
the
first
Named
Insured.

3. The
first
Named
Insured
must
keep
records
of
the
information
we
need
for
premium
computation
and
send
us
copies
at such times as we may request.

Transfer
of
Rights
of
Recovery
Against
Others
to Us

1. Applicable
to

SECTION
I
-

PROPERTY
Coverage:

If
any
person
or
organization
to
or
for
whom
we
make
payment
under
this
policy
has
rights
to
recover
damages
from
another,
those
rights
are
transferred
to
us
to
the
extent
of
our
payment.

That
person
or
organization
must
do
everything
necessary
to
secure
our
rights
and
must
do
nothing
after
loss
to
impair
them.

But
you
may
waive
your
rights
against
another
party in writing:
insured's
rights
against
all
those
other
insurers.
c.

When
this
insurance
is
excess
over
other
insurance,
we
will
pay
only
our
share
of
the
amount
of
the
loss,
if
any,
that
exceeds the sum of:
(1)
The
total
amount
that
all
such
other
insurance
would
pay
for
the
loss
in
the absence of this insurance; and
(2)
The
total
of
all
deductible
and
self-insured
amounts
under
all
that
other insurance.
d.

We
will
share
the
remaining
loss,
if
any,
with
any
other
insurance
that
is
not
described
in
this
provision
and
was
not
bought
specifically
to
apply
in
excess
of
the
Limits
of
Insurance
shown
in
the
Declarations for this Coverage.
e.

Method of Sharing
If
all
of
the
other
insurance
permits
contribution
by
equal
shares,
we
will
follow
this
method
also.

Under
this
approach
each
insurer
contributes
equal
amounts
until
it
has
paid
its
applicable
Limit
of
Insurance
or
none
of
the
loss
remains, whichever comes first.

If
any
of
the
other
insurance
does
not
permit
contribution
by
equal
shares,
we
will
contribute
by
limits.

Under
this
method,
each
insurer
's
share
is
based
on
the
ratio
of
its
applicable
Limit
of
Insurance
to
the
total
applicable
limits
of
insurance of all insurers.
f.

When
this
insurance
is
excess,
we
will
have
no
duty
under
Business
Liability
Coverage
to
defend
any
claim
or
"suit"
that
any
other
insurer
has
a
duty
to
defend.

If
no
other
insurer
defends,
we
will
undertake
to
do
so;
but
we
will
be
entitled
to
the
insured's
rights
against
all
those other insurers.

Premiums

1. The
first
Named
Insured
shown
in
the
Declarations:
a.

Is
responsible
for
the
payment
of
all
premiums; and
b.

Will
be
the
payee
for
any
return
premiums we pay.

2. The premium shown in the Declarations was
computed based on rates in effect at the time
the policy was issued. On each renewal,
continuation or anniversary of the effective
date of this policy, we will compute the
391-1003 08 16
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Page 80 of 81 ends

Docusign Envelope ID: 7E3C3A3E-9E4E-4422-8060-BA485790D10F Docusign Envelope ID: 28A8FDDF-ED72-4176-8A61-749F34586207 OBF
D681476
5701751
a.

Prior
to
a
loss
to
your
Covered
Property.
b.

After
a
loss
to
your
Covered
Property
only
if,
at
time
of
loss,
that
party
is
one
of
the
following:
(1)
Someone
insured
by
this
insurance;
(2)
A
business
firm:
(a)
Owned
or
controlled
by
you;
or
(b)
That
owns
or
controls
you;
or
(3)
Your
tenant.

You
may
also
accept
the
usual
bills
of
lading
or
shipping
receipts
limiting
the
liability
of
carriers.

This
will
not
restrict
your
insurance.

2. Applicable
to

SECTION
II
-

LIABILITY
Coverage:

If
the
insured
has
rights
to
recover
all
or
part
of
any
payment
we
have
made
under
this
Coverage
Part,
those
rights
are
transferred
to
us.

The
insured
must
do
nothing
after
loss
to
impair
such
rights.

At
our
request,
the
insured
will
bring
"suit
"
or
transfer
those
rights
to
us
and
help
us
enforce
them.

We
waive
any
right
of
recovery
we
may
have
against
any
person
or
organization
with
whom
you
have
a
written
contract,
permit
or
agreement
to
waive
any
rights
of
recovery
against
such
person
or
organization
because
of
payments
we
make
for
injury
or
damage
arising
out
of
your
ongoing
operations
or
"your
work
"
done
under
a
contract
with
that
person
or
organization
and
included
in
the
"products-completed
operations
hazard".

This
condition
does
not
apply
to
Medical
Expenses
Coverage.

Transfer
of
Your
Rights
and
Duties
Under
This
Policy
Your
rights
and
duties
under
this
policy
may
not
be
transferred
without
our
written
consent
except
in
the
case
of
death
of
an
individual
Named
Insured.

If
you
die,
your
rights
and
duties
will
be
transferred
to
your
legal
representative
but
only
while
that
legal
representative
is
acting
within
the
scope
of
their
duties
as
your
legal
representative.

Until
your
legal
representative
is
appointed,
anyone
with
proper
temporary
custody
of
your
property
will
have
your
rights
and
duties
but
only
with
respect
to
that
property.
391-1003
08 16
Includes
copyrighted
material
of
Insurance
Services
Office,
Inc.,
with
its
permission.

Page
81 of
81 Docusign Envelope ID: 7E3C3A3E-9E4E-4422-8060-BA485790D10F Docusign Envelope ID: 28A8FDDF-ED72-4176-8A61-749F34586207

Alameda City CouncilMarch 18, 2025

Alameda City Council
March 18, 2025