Agenda packet — Dublin City Council, June 3, 2025 (part 2 of 3)

2025 Annual Street Resurfacing - Streets List
Pitt Court Poplar Way Portage Road Post Road Prince Drive Red Hills Court Redwood
Avenue
Regio Court Regio Drive Reimers Court
Reimers Court Reimers Way Ridgeline Court Ridgeline Drive Ridgeline Place Rolling Hills
Drive
Roscommon
Way
Rothschild Court Rothschild
Place
S Spago Drive
Sage Court Saint Raymond
Court
Santo Court Sara Ann Court Scala Court
Schaefer
Heights Court
Schaefer
Heights Drive
Seine Court Sequoia Avenue Shannon Court
Solana Drive Soleado Court Southwick Court Spencer Court Spruce Lane Sunset View
Court
Sunset View
Drive
Syrah Drive Table Mountain
Road
Tory Way
Twain Harte
Road
Tyne Court Utica Court Valerio Street Via Zapata
Village View
Court
Vista Place W Cantara Drive Walnut Street Wild Horse
Court
Wildcat Court Winterbrook
Avenue
Woodren Court York Court Zapata Court

Construction is anticipated to begin in summer 2025 and be completed in fall 2025. Surface treatments and repairs completed with this project will have a useful life between seven and 20 years.
 Citywide Bicycle and Pedestrian Improvements (CIP No. ST0517) for FY 2025-26 RMRA Funding: $250,000
This project includes planning, design, and construction of improvements to various pedestrian and bicycle facilities throughout the City. Project locations vary each year; in Fiscal Year 2025-26, the project will provide the construction of Rectangular Rapid Flashing Beacons, curb ramp improvements, and minor civil improvements on Regional Street, between Amador Valley Boulevard and Dublin Boulevard.

Construction is anticipated to begin in summer 2025 and be completed in fall 2025.

Rectangular Rapid Flashing Beacons will have a useful life of approximately 20 years.

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

Page 5 of 5 ends

ATTACHMENTS:

1) Resolution Adopting a List of Projects Funded in Fiscal Year 2025-26 by Senate Bill 1, the Road Repair and Accountability Act of 2017.

95 Attachment 1
Reso. No. XX-25, Item X.X, Adopted XX/XX/2025 Page 1 of 3 RESOLUTION NO. XX – 25

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

ADOPTING A LIST OF PROJECTS FUNDED IN FISCAL YEAR 2025-26 BY SENATE BILL 1, THE ROAD REPAIR AND ACCOUNTABILITY ACT OF 2017

WHEREAS, Senate Bill 1 (SB 1), the Road Repair and Accountability Act of 2017 (Chapter 5, Statutes of 2017) was passed by the Legislature and Signed into law by the Governor in April 2017 to address the significant multi-modal transportation funding shortfalls statewide; and

WHEREAS, SB 1 includes accountability and transparency provisions that will ensure the residents of our City are aware of the projects proposed for funding in our community and which projects have been completed each fiscal year; and

WHEREAS, the City must adopt by resolution a list of projects proposed to receive fiscal year funding from the Road Maintenance and Rehabilitation Account (RMRA), created by SB 1, which must include a description and the location of each proposed project, a proposed schedule for the project’s completion, and the estimated useful life of the improvement; and

WHEREAS, the City, will receive an estimated $2,016,576 in RMRA funding in Fiscal Year 2025-26 from SB 1; and

WHEREAS, this is the ninth year in which the City is receiving SB 1 funding and will enable the City to continue essential road maintenance and rehabilitation projects, safety improvements, and increasing access and mobility options for the traveling public that would not have otherwise been possible without SB 1; and

WHEREAS, the City has undergone a robust public process to ensure public input into our community’s transportation priorities/the project list; and

WHEREAS, the City used the Capital Improvement Program and a Pavement Management System to develop the SB 1 project list to ensure revenues are being used on the most high - priority and cost -effective projects that also m eet the community’s priorities for transportation investment; and

WHEREAS, the funding from SB 1 will help the City maintain and rehabilitate streets and add active transportation infrastructure throughout the City this year and into the future; and

WHEREAS, the 2023 California Statewide Local Streets and Roads Needs Assessment found that the City ’s streets and roads are in “ good” condition and this revenue will help us increase the and maintain the overall quality of our road system and enhance pedestrian and bicycle safety and mobility within the City; and

WHEREAS, the SB 1 project list and overall investment in our local streets and roads infrastructure with a focus on basic maintenance and safety, investing in complete streets infrastructure, and u sing cutting-edge technology, materials and practices, will have significant positive benefits to the lifespan of our local streets and enhance pedestrian and bicycle mobility and safety with co-benefits statewide.
96 Reso. No. XX-25, Item X.X, Adopted XX/XX/2025 Page 2 of 3

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the following project to be funded in Fiscal Year 2025-26 with Road Maintenance and Rehabilitation Account Revenues:

Project Title: Annual Street Resurfacing (CIP No. ST0117) for Fiscal Year 2025-26

Project Description: This project provides a variety of pavement resurfacing treatments and repairs to existing City streets. The project is budgeted annually to help maintain the substantial investment the City has in the public street system. This Fiscal Year’s resurfacing treatments include a slurry seal, crack sealing, and base repairs at the locations described below.

Project Location: This project provides slurry seal maintenance of collector and residential streets in Dublin including:

Allegheny Drive, Alto Way, Amatrice Way, Ash Court, Aspen Street, Asterwood Drive, Avon Court, Avanti Avenue, Bangor Court, Bear Canyon Court, Belcarra Court, Birch Court, Bloomfield Terrace, Britanny Drive, Britanny Lane, Capistrello Street, Carbondale Ci rcle, Carbondale Way, Castilian Court, Cedar Court, Cedar Lane, Champagne Court, Champagne Place, Contrada Court, Corinth Court, Corsica Court, Creekside Court, Creekside Drive, Cydonia Court, Dublin Green Court, Dublin Green Drive, Dry Creek Drive, Duke Court, Ebensburg Lane, Eden Street, Elk Court, Elm Court, Erie Court, E Cantara Drive, Fir Court, Fortezza Court, Foxword Way, Georgian Oaks Court, Glynnis Rose Drive, Haggerty Drive, Harlan Road, Hemlock Street, Hickory Lane, Hyde Court, Iglesia Drive, Inspiration Circle, Joey Dare Court, Juarez Lane, Kelly Canon Court, Kelly Canyon Drive, Kelly Canyon Place, Killian Street, King Way, La Strada Drive, La Vina Street, Lancaster Court, Lancaster Road, Lewis Avenue, Lilly Pad Lake Court, Linden Street, Los Ranchitos Court, Maple Drive, Marquita Court, Marshall Canyon Court, Marshall Canyon Drive, Martin Canyon Road, McCormick Court, Montese Court, Mountain Rise Place, Murietta Court, N Spago Drive, Norfolk Place, Oak Court, Obispo Court, O’Ryan Street, Palazzo Drive, Panorama Court, Panorama Drive, Peppertree Road, Pike Court, Pine Court, Pinot Noir Court, Pitt Court, Pino Grande Drive, Poplar Way, Portage Road, Post Road, Prince Drive, Red Hills Court, Regio Court, Regio Drive, Reimers Court, Reimers Way, Ridgeline Court, Ridgeline Drive, Ridgeline Place, Rolling Hills Drive, Roscommon Way, Rothschild Court, Rothschild Place, Saint Raymond Court, Sage Court, Sara Ann Court, Scala Court, Schaefer Heights Court, Schaefer Heights Drive, Sequoia Avenue, Shannon Court, Solana Drive, Soleado Court, Southwick Court, Spencer Court, S Spago Drive, Spruce Lane, Sunset View Court, Sunset View Drive, Syrah Drive, Table Mountain Road, Tory Way, Twain Harte Road, Tyne Court, Utica Court, Valerio Street, Via Zapata, Village View Court, Vista Place, Walnut Street, Wildcat Court, Wild Horse Court, Winterbrook Avenue, Woodren Court, W Cantara Drive, York Court, and Zapata Court.

Estimated Project Schedule: Construction starts summer 2025 – completion fall 2025.

Estimated Project Useful Life: Surface treatments that will be completed as part of this project will have a useful life of between seven and 20 years.

BE IT FURTHER RESOLVED that the City Council of the City of Dublin does hereby approve the following project to be funded in Fiscal Year 2025 -26 with Road Maintenance and Rehabilitation Account revenues:
97 Reso. No. XX-25, Item X.X, Adopted XX/XX/2025 Page 3 of 3

Project Title: Citywide Bicycle and Pedestrian Improvements (CIP No. ST0517) for Fiscal Year 2025-26

Project Description : This project includes construction of improvements to various pedestrian and bicycle facilities throughout the City. This Fiscal Year’s project includes the construction of Rectangular Rapid Flashing Beacons, curb ramp improvements, and minor civil improvements.

Project Location: The Rectangular Rapid Flashing Beacons will be installed at Regional Street, between Amador Valley Boulevard and Dublin Boulevard.

Estimated Project Schedule: Construction starts summer 2025 – completion fall 2025.

Estimated Project Useful Life: Rectangular Rapid Flashing Beacons will have a useful life of approximately 20 years.

PASSED, APPROVED AND ADOPTED this 3rd day of June 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

______________________________
Mayor
ATTEST:

_________________________________
City Clerk
98 STAFF REPORT

CITY COUNCIL

Page 1 of 3 ends

Agenda Item 5.5
DATE: June 3, 2025

TO: Honorable Mayor and City Councilmembers

FROM: Colleen Tribby, City Manager

SUBJECT:

2025 Utility Box Art Selection
Prepared by: Shelby Perry, Recreation Coordinator

EXECUTIVE SUMMARY:

The City Council will consider a recommendation from the Heritage and Cultural Arts Commission for artwork to be painted on 10 utility boxes in summer 2025.

STAFF RECOMMENDATION:

Approve the Heritage and Cultural Arts Commission’s recommendations for the 2025 Utility Box Art Program.

FINANCIAL IMPACT:

The cost of 10 utility boxes, including artist payments and miscellaneous supplies, is estimated at $10,350. This project is funded by the Public Art Fund and is included in the adopted Fiscal Year 2025-26 Budget.

DESCRIPTION:

The 2025 Utility Box Art program will include painting ten utility boxes throughout Dublin. The design theme for this project is “Urban Nature.” Artists were encouraged to be as creative as possible when developing images and designs that captured this theme. The City sought proposals that incorporated the theme with unique and creative ideas. Artwork themes should also align with the City’s Values, which are a part of the adopted Mission and Vision Statements, including safety, inclusivity, diversity, equality, and history. Artwork must also be suitable for all ages.

Staff issued a Call for Artists on February 17, 2025 (Attachment 2), publicizing the opportunity through the City’s website, social media channels, direct outreach to interested artists, previous utility box participants, registrants in the Cultural Arts Database, and neighboring cities with similar programs. Forty-three design proposals were received from 24 professional artists, and 16 design proposals were received from 11 student artists. In total, 59 design 99

Page 2 of 3 ends

proposals were received from 35 individual artists by the April 14, 2025 deadline.

On May 8, 2025, the Heritage and Cultural Arts Commission reviewed the artists’ proposals and deliberated before recommending 10 artist proposals for City Council consideration and approval. The recommended artists’ resumes, statements, and design proposals are included with this Staff Report (Attachment 1). Below is a table illustrating the utility box locations with the recommended artist and title of the artist's proposal.

TABLE 1: UTILITY BOX LOCATIONS AND
ARTISTS’ ASSIGNMENTS
Box Box location Artist Proposal Title
Box 1 Fallon Rd. & Fallon Gateway

Haley Haslim Springtime On the
Move
Box 2 Fallon Rd. & Dublin Blvd.

Malavika Oak Bloom Where Planted
Box 3 Fallon Gateway & Dublin Blvd.

Emaan Qayyum * If You Look for It…
Box 4 Dublin Blvd. & Brannigan St.

Ekaterina Bazlakova Exotic Flowers and
Birds
Box 5 Brannigan St. & Central Pkwy

Sophia Lee Daydream & Wander
Box 6 Central Pkwy & Grafton St.

Spence Snyder Dublin Buzz
Box 7 Gleason Dr. & Creekview Dr.

Kim Champion The Neighborhood
Box 8 Dublin Blvd. Silvergate Dr.

Joel Yau Dublin City Vibe
Box 9 Dublin Blvd. & Schaefer Ranch Rd.

Elli Maskiell Flora_Scan.Exe
Box
10 Dublin Blvd. & Inspiration Dr.

Swati Rastogi Nature, its colors and
shapes
*Student Artist

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted, and a copy of this Staff Report was provided to the artists.

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Page 3 of 3 ends

ATTACHMENTS:

1) 2025 Utility Box Art - Design Proposals from Recommended Artists 2) 2025 Utility Box Art - Call for Artists

101
PROPOSAL COVERSHEET:

Dublin 2025 Utility Box Art Project
Proposals Not Accepted after Monday, April 14, 2025, 12:00AM (midnight) Please indicate experience level:
)( Professional Artist(s) D Student Artist(s), under supervision of Art Professional Please indicate any specific box(es) you have proposed a design for, or check 'No Preference' if you would be willing to adapt your design(s) to fit any assigned location:
□ □ □
I
2 3
Artist: Haley Haslim
□ □ □
4 5
6 7
8 9
□□
10 Any
Co-Artist, if applicable: __________________________ _
Co-Artist, if applicable: __________________________ _
Address: __________________________ _
City:--------------- State: CA Zip: 94568
Phone: Social: insta�ram: @haley.e.desi�ns
E-mail Address Website: https://hhaslim0022cd73.myportfolio.com/welcome-page Signature of Artist: __________________ Date: 4/13/25
Signature of Co-Artist, if applicable: ____________ ,Date: ________ _ Signature of Co-Artist, if applicable: ____________ Date: ________ _ Supervising Art Professional, if applicable: ____________________ _ Address: -------------------------------
City: _________________ .State: ______ .Zip:. ______ _
Phone: ______________ E-mail Address: ____________ _
Signature of Supervising Art Professional: _____________ ,Date: _____ _

Page 6 ends

Attachment 1
102
Work Experience
Mendocino Farms, San Ramon CA
Hospitality Team Member
January 2022 -August 2022, May 2023 -August 2023
• Welcomed and interacted with guests
• Organized and bagged orders, sent out meals to customers • Kept the restaurant clean and organized
Sodexo Dining Company at the Point Break Cafe,
Point Loma Nazarene University, San Diego CA
Team Member
January 2023 - May 2023, August 2023 - Now (expected May 2024) • Helped stock and take inventory of store goods
• Kept the restaurant clean
• Took, cooked, and prepared orders
• Worked closing shifts
Crosswinds Church, Livermore CA
Kids Ministry Intern
May 2021 -August 2022
• Cared for and interacted with Preschool aged children • Involved childeren in creative activities, crafts, and games • Cleaned and organized classrooms
• Welcomed and connected with parents
REI Co-op, Dublin CA
seasonal frontline sales team member
May 2024 - July 2024
• Interacted with members and guests at checkout and on sales floor • initiated membership sales and action-fund donations
• took inventory, restocked frontline, and kept department clean Utility Box Public Art Commission, Dublin CA
Designer and Painter
August2024
• Coordinated with the city's recreation department
• Digitally designed all sides of a signal utility box
• Worked within guidelines of the theme "out of this world" • Executed the Design at a designated utility box in Dublin • Cleaned, primed, painted, and sealed the utility box
103
Artist Statement
"Springtime On The Move" is inspired by the BART rail that runs through our city as well as the lush landscape that blooms across Dublin's hills in the springtime. I've included Mt.

Diablo, California poppies, and cows grazing in the distance as some recognizable and iconic elements from our city's landscape. The vision was to allow the interior of the train to represent more urban elements while the scenery beyond embodies green spaces throughout our valley, ultimately displaying the connectedness between urban technology and our environment. My hope is that this work will allow people to be more mindful of the beauty just outside their window, encouraging them to look up more often in the midst of their busy days.

Springtime On The Move Top of Box

BackLeft Side Front Right Side
Exhibit A
104

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PROPOSAL COVERSHEET:

Dublin 2025 Utility Box Art Project
Proposals Not Accepted after Monday, April 14, 2025, 12:00AM (midnight) Please indicate experience level:
 Professional Artist(s)  Student Artist(s), under supervision of Art Professional Please indicate any specific box(es) you have proposed a design for, or check ‘No Preference’ if you would be willing to adapt your design(s) to fit any assigned location:
 1  4  7
 2  5  8  10
 3  6  9  Any
State: Zip:

Social:

Website:

Date:

Artist: Malavika Oak
Co-Artist, if applicable:

Co-Artist, if applicable:

Address:

City:

Phone
E-mail Address:

Signature of Artist:

Signature of Co-Artist, if applicable:

Date:

Supervising Art Professional, if applicable:

Address:

City: State: Zip:

Phone: E-mail Address:

Signature of Supervising Art Professional: Date:
105
Malavika Oak
lnstagram: @malavikaspaintings

ARTIST STATEMENT
I
A passionate plein air artist with 1 O+ years of experience capturing urban and natural landscapes in oil and watercolor. My work blends observational detail with expressive color, celebrating the intersection of community, nature, and place. With roots in both fine art and user experience design, I bring thoughtful storytelling, visual clarity, and human-centered creativity to every project-especially in public art that aims to uplift and connect.

ART EXPERIENCE
Plein Air Artist
2014 - Present
• Painting in public spaces using oil and watercolor to reflect the beauty and rhythm of everyday environments.
• Dedicated to portraying the spirit of local communities through vibrant, nature inspired compositions.
• Active sketcher and painter in parks, city streets, and rural areas.

Juried Exhibitions & Group Shows
Tri-Valley, Tracy, Manteca & Greater Bay Area
• Exhibited in local shows including seasonal plein air festivals, pop-up galleries, and juried art shows.
• Participated in the Tri Valley Open Studios
Awards & Recognition
• Received multiple awards for artistic excellence from city-hosted and independent art organizations in:
o Tri-Valley
o Tracy
106
Utility Box Art Template Exhibit A
Please use this diagram or similar format of a utility box to show the image you would like to paint on the four sides and top of the box. Keep in mind that the City's utility boxes vary in dimensions and size and will also have additional cabinets and meters on them. This is a generic diagram to better illustrate how the design will appear on the utility box and will be provided to those reviewing the proposals.

Art Title: Top of Box
Back Left Side Front Right Side 107
Bloom Where Planted
This utility box design is a vibrant, botanical celebration of urban nature, wrapped in a garden of bold, stylized ﬂowers and foliage in warm, joyful tones. The phrase “Bloom where planted” anchors the design on both the front and back, serving as a motivational message that encourages growth, resilience, and positivity—wherever you are rooted.

Bridges the natural and built environment, blending the organic beauty of plants with the hard edges of city infrastructure.

Promotes personal and community growth, resonating with the idea that even in the busiest, most industrial spaces, we can grow, thrive, and bloom.

All sides of the box are covered with large, graphic ﬂoral illustrations in rich colors— yellows, corals, purples, greens, and blues—creating a lush, immersive feel. 108
PROPOSAL COVERSHEET:

Dublin 2025 Utility Box Art Project
Proposals Not Accepted after Monday, April 14, 2025, 12:00AM (midnight) Please indicate experience level:
□ Professional Artist(s) 1l{ Student Artist(s), under supervision of Art Professional Please indicate any specific box(es) you have proposed a design for, or check 'No Preference' if you would be willing to adapt your design(s) to fit any assigned location:
□
□
□
I
2 3
□
□
□
4 5
6 □
□
□
7 8
9 □ 10
� Any
Artist: Ayesha Emaan Oayyum
Co-Artist. if applicable: _.....u..u::,.. _______________________ _ Address:

City:

E-mail Address:

Signature of Artist:

N/A
__________ State: ---=C"'""A _______ Zip: 94568
Website: _,....,_N,_,_/ A--'------------
G Date: _04_/ _1_4/_2_5 ____ _
Signature of Co-Artist, if applicable: ____________ Date: ________ _ Signature of Co-Artist, if applicable: ____________ Date: ________ _ Supervising Art Professional, if applicable: --"""�""'f�=-�=jl-'-!"l_H_a_m_i_d _____________ _ Address:

City:
_____ E-mail Address
Signature of Supervising Art Professional: -----�-�-----------Date: 04/ 14/25 109
Emaan Qayyum
Artist Statement
As a y
oung artist, I explore themes of identity, growth, and community through vibrant, narrative-based artwork. My goal is to create pieces that spark connection and celebrate the diversity of experiences around me.

Artistic Experience
2024-2025 SCHOOL YEAR
Boardroom Banner Art Contest Winner
● Artwork titled From Doodles to Diplomas selected as the ofﬁcial banner of the DUSD Boardroom ● Installed on the exterior wall of the district ofﬁce; on display through early 2026 ● Recognized at the Board of Trustees meeting on March 25, 2025 AP Studio Art - Dublin High School
● Coursework includes drawing, painting, and digital media ● Focus on personal growth, symbolism, and storytelling Education
AUGUST 2022 - JUNE 2026
Dublin High School - Dublin, CA
● Class of 2026
● President and founder of DHS Art Club
○ Raised over $500 for the club
○ 2 murals in progress on campus
Exhibitions & Features
● From Doodles to Diplomas – Public Installation, Dublin Uniﬁed School District Ofﬁce (2025–2026) ● Featured in Pleasanton Weekly (April 2025)
● Interviewed in DUSD Spotlight Video (March 2025)
110
111

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PROPOSAL COVERSHEET:

Co-Artist, if applicable:

Address:

City: State: Zip:

Phone: Social:

E-mail Address: Website:

Signature of Artist: Date:

Signature of Co-Artist, if applicable: Date:

Supervising Art Professional, if applicable:

Address:

City: State: Zip:

Phone: E-mail Address:

Signature of Supervising Art Professional: Date:

Ekaterina Bazlakova
CA
94546
@artbazlakova
www.artbazlakova.com
04/13/2025
112

EKATERINA BAZLAKOVA
Artist, Art Teacher
Languages
- Russi an (native)
Portfolio: artbazlakova.com - German (proficient)
Instagram: @artbazlakova - English (advanced)
Status: Green Card Holder
Objective
A passionate, life-long artist and art educator with 40+ years of experience in the creative field. My paintings can be found in private collections all across the globe: Russia, Germany, Israel, the USA, France and Finland. I have a lot of experience in creating unique aesthetic compositions. All my works are unique and the themes vary from realism to social art and dreamy fantasies.

Career Summary Self employed Artist and Art Teacher
Produced a collection of 40 pictures depicting local nature “California dreams” -Established Bay-Area based artist (2021)
-Created about 40 pictures in 5 years (2019-2024)
-Designed an award winning Utility Box Art for local community -Completed utility box murals in Dublin (2020, 2022, and 2023) -Designed an award winning book box art for Little Free Library in Dublin 2023 -Completed decorating book box for Little Free Library in Dublin 2023 -Publication in book “East Bay Artists 2022” by ArtPush org -Solo Show Exhibition “California Dreaming” in San Ramon City Hall Gallery (January-February 2023)
-Designed two award winning storm drain arts for Dublin (Alamo Creek Park) -Completed decorating two murals for Storm Drain Art Program in Dublin-2024 -7 artworks were chosen for Alameda Utility Box and Banners Art Program- 2024 - My art banners have been installed along Lewelling Boulevard in San Lorenzo - 3 of my artworks were purchased by Alameda County Arts Commission for Artwork Purchase Program (2024)
- My art utility boxes have been installed in Castro Valley(2025) -Created and taught unique educational program in Moscow State Youth Art Center (1979-2018)
-Teaching master classes in Aran’s Art Studio (acrylic painting in Castro Valley) -Teaching master classes in my home art studio(acrylic painting in Castro Valley) Skills: Oil, acrylic, watercolor, ink, pastel, linocat, batik 113
Exotic Flowers and Birds
Ekaterina Bazlakova
Back
Exhibit A
Left Side
Top of Box
Front Right Side
114

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PROPOSAL COVERSHEET:

Social:

Artist: Sohpia Lee
Co-Artist, if applicable:

Co-Artist, if applicable:

Addres
City:

Phone:

E-mail Address:

Website:

Signature of Artist: Date:

Signature of Co-Artist, if applicable: Date:

Supervising Art Professional, if applicable:

Address:

City: State: Zip:

Phone: E-mail Address:

Signature of Supervising Art Professional: Date:
115
Sophia Lee
Ar,st Qualiﬁca,ons
Sophia Lee is a Taiwanese-American multimedia artist based in San Francisco, known for her vibrant murals, public art installations, and community-engaged projects. Her work transforms everyday spaces into playful “secret gardens” — blending organic forms, nature motifs, and whimsical creatures to spark joy and connection in urban settings. With over a decade of public art experience, Sophia has completed murals, temporary installations, and community art projects throughout California, often incorporating reclaimed materials and participatory elements.

Her murals and public artworks can be found in Redwood City, San Ramon, Dublin, Palo Alto, Tustin, San Francisco, Danville, Alameda, West Hollywood, and Sunnyvale. She was a participating artist in *Let’s Glow SF* projection mapping festival, and her studio practice extends to mixed media paintings and sculptures using salvaged materials.

Selected Public Art Projects
- Utility Box Murals — Redwood City, San Ramon, Dublin, Palo Alto, Tustin (2016–2025) - Painted Planters — Old Town Tustin Public Art Program, 2023 - Little Fish Community Installation — Palo Alto Public Art, 2021 - Acorn Treasure Hunt — City of West Hollywood, 2023
- Submarine Portal Utility Box Mural — Palo Alto, 2021
- Dog of Danville & Heart on Hartz Temporary Sculptures — Danville, 2018–2022 - Hearts in SF Public Art Sculptures — SF General Hospital Foundation Auction, 2018–2024 - Let’s Glow SF — Projection Mapping Festival, San Francisco, 2023 - Suns of Sunnyvale Sculpture & Painting Project — City of Sunnyvale, 2025 - Lobby Mural — Castro District Condo, San Francisco, 2019 Selected Exhibi,ons
- The de Young Open — de Young Museum, San Francisco, 2023 - Into the Garden — Noe Valley Ministry, San Francisco, 2024 Educa,on
Fashion Design — FIDM, Los Angeles
BFA — Art Center College of Design, Pasadena
116
Proposal Design 1: Daydream & Wander
Daydream & Wander
117
PROPOSAL COVERSHEET:

Dublin 2025 Utility Box Art Project
Proposals Not Accepted after Monday, April 14, 2025, 12:00AM (midnight) Please indicate experience level:
� Professional Artist(s) D Student Artist(s), under supervision of Art Professional Please indicate any specific box(es) you have proposed a design for, or check 'No Preference' if you would be willing to adapt your design(s) to fit any assigned location:
□
□
□
I
2 3
□
□
□
4 5
6 □
□
□
7 8
9 □ 10
)ii( Any
Artist __ S_p_ e_n_c_e_S_n _y_d_e_r _________________________ _ Co-Artist, if applicable: __________________________ _
Co-Artist, if applicable: __________________________ _
Address:

City:-
Phone:

E-mail Address:

State: _C_A _____ .Zip: 94941
------------ Social: lnstagram: ArtOfSpence
Website: ArtOfSpence.com ----
Signature of Artist: s(� 5:o,1,A-&c:::: Date: 4-10-2025 Signature of Co-Artist, if applicable: ____________ ,Date: ________ _ Signature of Co-Artist, if applicable: ____________ Date: ________ _ Supervising Art Professional, if applicable: ____________________ _ Address: -------------------------------
City: _________________ .State: ______ .Zip:. ______ _
Phone: ______________ E-mail Address: ____________ _
Signature of Supervising Art Professional: _____________ ,Date: _____ _

Page 6 ends

118
9 spence snyder
Artist Statement
I love the idea of transforming the utility boxes into public art as an appropriate way to bring art to the people in a positive way. My design "Dublin Buzz" is a fun and whimsical way to remind us of the importance of a healthy ecosystem that contains diverse plants and flowers and the bees that help everything to flourish.

Bio
I am a native of the San Francisco Bay Area who lives and works in Mill Valley as an artist and designer. I received a degree in Illustration from the Academy of Art University in San Francisco and a Fine Art degree from the University of San Francisco. I have worked for over a decade as a commercial illustrator and designer working with clients such as Yahoo!. Intuit and EA Games.

In 2019 I was one of eight artists chosen to participate in Mill Valley's Art Box program. I have also brought art directly to the people through many years of participation in the San Rafael Italian Street Painting Festival in downtown San Rafael. There I have seen the joy that art brings to people first hand. All of this exposer extends their understanding and appreciation of art and ultimately. I believe. makes people more empathetic through the experience of viewing the world through another's eyes.

As well as being an illustrator and designer I am also a fine artist. Much of my fine art has environmental concerns at its heart and is generally an exploration of how we humans relate to. perceive and manipulate nature.

You can view my work here:
www.spencesnyder.com
www.artofspence.com
lnstagram: ArtOfSpence
119
Title:"Dublin Buzz"
©Spence Snyder 2025
Any Box .... - -
f
,
120
PROPOSAL COVERSHEET:

Dublin 2025Utility Box Art Project
Proposals Not Accepted after Monday, April 14, 202 5, 12:00AM (midnight) Please indicate experience level:
vi ProfessionalArtist(s) □ Student Artist(s), under supervision of Art Professional Please indicate any specific box(es) you have proposed a design for, or check 'No Preference' if you would be willing to adapt your design(s) to fit any assigned location:
□ □ □
1 2
3 Artist: Kim Champion
□ □ □
4 5
6 □ □ □
7 8
9 D 10
" Any
Co-Artist, if applicable: ______________________ _
Co-Artist, if applicable: ______________________ _
Address: ______________________ _
City: _____________ State:_C_A ____ .Zip: 94568
Phone:

E-mail Address:

Social: --------- ------------
www.kimchampion.com
Signature of Artist: _______________ Date: _______ _
Signature of Co-Artist, if applicable: ___________ ,Date: _______ _ Signature of Co-Artist, if applicable: ___________ Date: _______ _ Supervising Art Professional, if applicable: _________________ _ Address: ---------------------------
City: _______________ .State: _____ .Zip,_: _____ _
Phone: E-mail Address: ------------ ------------
Signature of Supervising Art Professional: ___________ ,Date: ____ _ Page GofG
121
Kim Champion
artist
bio
Kim Champion is a contemporary artist who
lives and works in the Bay Area. Her artwork
uses abstraction and nature to create
organic forms. Kim earned a Bachelor of Arts
in Traditional Art from Cal State East Bay
University and has had her work shown in
exhibitions around the Bay Area.
artist statement
Embarking on the creative journey of
encapsulating the nuanced interplay
between tranquility and turmoil in nature is a
deeply introspective exercise for me. My
artistic process is a continual exploration into
the balance of serenity and discord that
characterizes the natural world. The appeal
of this exploration lies in my fascination with
color, shapes, textures, and shading. The
hours spent experimenting with these artistic
facets are meditative, notjust moments of
creation.

Influenced by the artistic legacies of Georgia
O'Keeffe and Norman Lewis, I draw
inspiration from their masterful command
over lines, shapes, and color. O'Keeffe's
ability to distill the essence of nature into
vibrant, expressive forms resonates with me
deeply, while Lewis's innovative use of lines
and color ignites my imagination.
website: www.kimchampion.com
122
curriculum vitae.

Kim Champion (b. US)
education.

California State University East Bay, Bachelor of Arts in Traditional Studio Arts 2017 exhibitions.
2024 G
roup Exhibition, Art of the African Diaspora, RAC Main and West Galleries, Richmond , CA 2023 - 2024 Group Exhibition, CSUEB Faculty and Alumni Art Exhibition, CSUEB Art Gallery, Hayward, CA
2023 - 2024 Group Exhibition, Trees and Leaves Exhibition, Dublin Art Collective, Dublin, CA 2023 Group Exhibition, Celebrate Black History, Livermore Library, Richmond, CA 2023 Group Exhibition, Art of the African Diaspora, RAC Main and West Galleries, Richmond, CA 2022 2021 Group Exhibition, New Visions, RAC West Gallery, Richmond, CA 2021 Group Exhibition, Annual Alumni & Faculty Exhibition, CSUEB Art Gallery, Hayward, CA 2021 Group Exhibition, This Land is Me, Richmond Art Center, Virtual 2021 Group Exhibition, Empowerment & Social Change, Group Exhibition, June Steingart Gallery at Laney College
2021 Group Exhibition, Art of the African Diaspora, RAC Main Gallery, Virtual 2019 Group Exhibition, Annual Alumni & Faculty Exhibition, CSUEB Art Gallery, Hayward, CA 2018 Group Exhibition, Annual Alumni & Faculty Exhibition, CSUEB Art Gallery, Hayward, CA 2018 Solo Exhibition, Dream Variations, CSUEB Professional Development Center, Oakland CA 2017 Solo Exhibition, Dream Variations, BA Exhibition, CSUEB Old Kiln Gallery, Hayward, CA 2017 Group Exhibition, CSUEB Annual Juried Student Art Exhibition, CSUEB Art Gallery, Hayward, CA
2017 Group Exhibition, Boundless, CSUEB Old Kiln Gallery, Hayward, CA 2016 Group Exhibition, CSUEB Annual Juried Student Art Exhibition, CSUEB Art Gallery, Hayward, CA
123
Artwork Statement (Theme: Urban Nature)
The Neighborhood
To me, the word ‘urban’ evokes memories of basketball on asphalt courts—laughter echoing through the neighborhood after school or on Saturday mornings. This image uses bright colors to convey joy and hope, blending elements of “nature” from local parks with nearby businesses to reflect a safe, playful environment. It captures the essence of a perfect day in a neighborhood where I would’ve liked to grow up.
124
Art Title: T� & �61�'60�\tOOb
Back Left Side Front
II II
Top of Box
125

Page 6 of 6 ends

PROPOSAL COVERSHEET:

Co-Artist, if applicable:

Address:

City: State: Zip:

Phone: Social:

E-mail Address: Website:

Signature of Artist: Date:

Signature of Co-Artist, if applicable: Date:

Supervising Art Professional, if applicable:

Address:

City: State: Zip:

Phone: E-mail Address:

Signature of Supervising Art Professional: Date:

X
Joel Yau
instagram.com/studioyau
www.studioyau.com
April 14, 2025
126

JOEL YAU

VISUAL ARTIST
Street Painter
Fine Artist
Graphic Designer
Illustrator
Ill
www.studioyau.com
Street Painting Festivals Exhibitions (partial selection: 1997-2025) 1st World Street Painting Festival, Arnhem, The Netherlands (3-D Featured Artist) LelyST ART, Lelystad, Holland (Featured Artist)
Victoria International Chalk Festival, Victoria, British Columbia, Canada Colores de Chiapas, Chiapas, Mexico (3-D Featured Artist) Anna Maria Chalk Festival, Anna Maria Island, Florida, U.S.A. (Invited Artist) Hudson Valley Chalk Festival, New Paltz, New York, U.S.A. (Invited Artist) Marietta Chalk Festival, Marietta, Georgia, U.S.A. (Invited Artist) Italian Street Painting Marin, San Rafael, California, U.S.A. (Featured Artist) La Jolla Art Festival, La Jolla, California, U.S.A. (Featured Artist) Swire's 1st HK Italian Street Painting Festival, Hong Kong, HK, (Featured Artist) Les Crais d'Azur, Nice, France (Featured Artist)
Geldern Chalk Festival, Geldern, Germany (Invited Participant) Festival Bella Via, Monterrey, Mexico (Featured Artist) Festival Madonnari, Guanajuato, Mexico (Featured Artist) I Madonnari, Santa Barbara, California, U.S.A. (Invited Artist) Ragazzi Festival, Provo, Utah, U.S.A. ((Featured Artist) Miami Art Festival, Miami Beach, Florida, U.S.A. (Featured Artist) Sarasota Chalk Festival, Saratosa, Florida, U.S.A. (Invited Artist) Northbeach Street Festival, San Francisco, California (Featured Artist) Verba Buena Chalk Art Festival, San Francisco, California, U.S.A. (Invited Artist) Napa Italian Street Festival, Napa, California, U.S.A. (Featured Artist) Bella Via Festival, Valencia, California, U.S.A. (Featured Artist) Little Italy Festival, San Diego, California, U.S.A. (Artist's Choice Award) Italian Street Painting Fest, Lake Tahoe, Nevada, U.S.A. (1st prize) Lakeville Art Festival, Lakeville , Massachusetts, U.S.A. (Featured Artist) 1st Chalk it up , San Diego, California, U.S.A. (Winner: 1st prize) Fine Arts Exibitions Selected shows: 1998-2024
Triton Museum, San Jose, California
Marin Museum of Contemporary Art Exhibition, Novato, California Terra Linda Ceramic Exhibition, Falkirk Cultural Center, San Rafael, California Marin County Fair, San Rafael, California 2010 (Honorable Mention) Marin County Fair, San Rafael, California 2011 (3rd Prize winner) Art League of Northern California Member Exhibit, Novato, California Artists of MarinMOCA Member Exhibition, Novato, California Artworks Downtown Member Show, San Rafael, California
3 Palletes Group Exhibition, Los Gatos, California
Marin Open Studios, Corte Madera, California
San Rafael Italian Street Painting Festival, San Rafael, California Bella Via Art Group Show, Valencia, California
The LOFT Group Show, Emeryville, California
Art with a Heart Exhibit and Auction, San Rafael, California Education:

Academy of Art University, San Francisco, California,. U.S.A.

Bachelors of Fine Arts, Illustration
University of the Philippines, Quezon City, Philippines Bachelors of Fine Art , Visual Communication, Advertising 127
Title: Dublin City Vibe
Artist: JOEL YAU
BACK Side LEFT FRONT Side
Titled Dublin City Vibe, this design captures the serene charm of Dublin, California with the majestic Mt. Diablo rising in the background. Framed by iconic sculptures, distinctive architectural landmarks, and an expanding tapestry of homes, it reflects the city's uniquely warm and welcoming spirit.

TOP of the Box
RIGHT
128
£lli Maskiell
£Nperiettce
lnkedsherbert Art
Freelance Artist I Owner [2011 - Present]
• Delivers great work of art on time and
to a high design quality for clients
• Experience in a variety of designs
including logos, concepts, comics, and
illustrations
Dublin Utility Box Program 2024
Muralist [August 2024)
• Designed and painted mural for the
"Out of This World" utility box program
through the City of Dublin
Dublin Utility Drain Program
Muralist [March - April 2024]
• Designed and painted murals for storm
drains near the Dublin Library
180 Building + Discover Polk
Mural Assistant [March 2023)
• Assisted artist to block in colors to
finish project within deadline
Wide Open Walls
Muralist [May 2022 / September 2022)
• Collaborated with collective team
members to design and paint a mural
at Tahoe Elementary school in
Sacramento, CA
• Painted a mural at Elder Creek
Elementary in Sacramento, CA
I am a Bay Area-native artist whose work
has spanned through multiple different
mediums including games, comics,
paintings, and animation. My work is
influenced greatly by nature, mythology,
comics, street art, toys, and a little bit of
magic.

Art in the Grooves, vol. 45
Folklore
Napa, CA
[February 2024]
Art in the Grooves, vol. 1
Folklore
Napa, CA
"Untitled"
[October 2024)
Neologian Art Gallery [November 2018)
Redwood City, CA
£ducatiou
Academy of Arts University
Bachelor of Fine Arts - Game Design
Fundamentals in art theory. Studied in
concept art, animation, 3D modeling,
and game design elements.

Murals
Drawing
Painting
Skills ••••• ••••• •••••
129
Art Title:

Back Left Side Front
Artist Statement:
• "�
� /,, ,J
� '? TopofBox
j> >
Right Side
Utility box number: Any
When designing this proposal, I was imagining a distant future where nature has completely taken over the earth but there are still remnants of life and technology around. Everything is in harmony with one another. The character is an advanced android that wanders around with their drone companion, curious about what delightful flora has spawned throughout the lands. With this piece, I hope to create a sense of whimsy and magic within our world - to slow down for a second and take a look at the little marvels nature has to offer us. 130
PROPOSAL COVERSHEET:

Dublin 1015 Utility Box Art Project
Proposals Not Accepted after Monday, April 14, 2025, 12:00AM (midnight) Please indicate experience levet
/ Professional Artist(s) D Student Artist(s), under supervision of Art Professional Please indicate any specific box(es) you have proposed a design for, or check 'No Preference' if you would be willing to adapt your design(s) to fit any assigned location:

D I D 4 D
D 2 D s � 8 � 10
D 3 � 6 � 9 D Any
Artist: SwAT> Q.A-�T04\
Co-Artist. if applicable:

City: _____ ,Zip: C\. \,\St, g
g��AO--! t;t • �
E-mail Address:

Signature of Co-Artist, if applicable: ___ ..... ________ ,Date: -------- Signature of Co-Artist, if applicable: ___________ ,Date: -------- Supervising Art Professional, if appllcable: ___________________ _ Address: _____________________________ _
City: ________________ .State: ______ Z.lp: _____ _
Phone: _____________ E-mail Address: ____________ _
Signature of Supervising Art Professional: ____________ Date: _____ _

Page 6 ends

131
SWATI RASTOGI •
From the time I remember, art has always been more than a passion for me, in fact almost a way of life, driving me to a formal education that included my Bachelors of Fine Arts and Masters in History of Arts from India. My art is a combination of Fine Arts and Crafts and I have developed a style which involves my culture, traditions, aesthetics, emotions and intellect. I am also a proficient henna artist who proudly reflects her inspirations from India and has taken it to every medium from hands to canvas to walls to streets. My works are noted for elegance and attention to detail and my soul is highly influenced by folk and tribal arts of India - motifs from these reflect consistently in my art.

Being an artist of Indian origin who now lives in Dublin CA, I hope my works will reflect and resonate with the South Asian diaspora living in the city of Dublin and the Tri Valley. Over a period of time, I have observed and been a part of some of the public art opportunities. There is no doubt about Dublin being one of the most livable places and who wouldn't like to have their Art in the city I have been living for over 5 years now. I have been dreaming of painting a mural in Dublin since the time I moved here in 2019.

My contributions to the art scene in Jersey City were recognized by one and all and can be evidenced by the fact that I was awarded a citation by the mayor himself. Some of my major works include painting a couple of murals at arguably one of the most prominent Indian chain restaurants in New Jersey, a restaurant in New York city, painting the streets of downtown Jersey City for one of the biggest LGBTQ Pride festivals for two consecutive years, painting four catch basins (in Jersey City) and recently an Electric Utility Box here in Dublin, CA. Besides the above, there are numerous other examples of commissioned art works and murals that I have done. I have been an active participant of the Jersey City Art and Studio Tour for several years and now I am a part of the Tri Valley Art and Studio Tour. If given an opportunity, it would be an honor to be in the Mural artist pool alongside other great artists. My works would provide a different dimension that would reflect the Indian diaspora on a deeper and larger scale and would also resonate with everyone else.

As much as I enjoy a gallery art show, I enjoy doing murals or any art at public spaces where I see people engaging with the art piece and that does fulfill me as an artist.

The art scene of Dublin is mushrooming and the community is getting bigger. It is my pleasure to be a part of this growing city and contribute my art towards building its vibrant art scene.

A few of my Public Art experiences are listed below-

1. Utility Box, Palo Alto and Dublin CA

2. Murals in restaurants, homes and yoga studios, NJ, NY and CA

3. Wine Barrells, Livermore CA

4. Adirondack Chair, Dublin CA

5. 'Picture This' Life size picture frames, San Ramon, Dublin and Danville CA

6. Catch basins (storm drains) in Jersey City NJ

7. Pride art for LGBTQ festival, Jersey City NJ

8. Storefront Window art, Danville CA

9. Group show, Oakland CA

10. Group shows TVAST
132
Exhibit B
Top
Left
Right
133

CALL FOR ARTISTS
Utility Box Art Project
Urban Nature
CALL ISSUE DATE: February 17, 2025
CALL DEADLINE: April 14, 2025, 12:00 a.m.(midnight)
The City of Dublin invites qualified professional artists and student artists working under the supervision of a professional artist or art teacher to submit designs for painted utility boxes.

Utility Box Art is popular throughout the Bay Area as a cost-effective way to bring public art to City streets, define neighborhoods and deter graffiti. All the boxes are traffic signal cabinets owned by the City of Dublin. Boxes will be awarded to up to ten different artists based on design.

The City will pay a stipend of $1,000 to each artist or, if the artist is a student or student team, to the supervising professional artist or art teacher. The stipend is intended to cover the cost of the artist design fee as well as the materials that will be necessary to paint the utility box.

Artists are responsible for preparing, painting, and sealing the utility boxes. The City will provide the materials to clean, primer, and seal the utility box, while artists are required to provide all necessary painting materials.

Artwork created under this program is considered temporary artwork and the property of the City of Dublin. As such, the City retains the right and sole discretion to remove, modify or replace the artwork. Situations in which the City may exercise this right include if the image or utility box is damaged, if the artist fails to complete the painting as shown on the approved design rendering or if the artist fails to complete the painting in a timely fashion.

The artist’s name, artwork title, and photo of the artwork will be featured on the City of Dublin website and other promotional materials.

Attachment 2
134

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DESIGN THEME:

• “Urban Nature” is a theme developed for this year’s utility box art project where urban elements come together with elements from nature. Artists are encouraged to be as creative as possible when developing images and designs that capture this theme.
• A QR code, approximately 3”x 3” will be placed near the bottom of your artwork so please keep that in mind while designing.
• In addition to the themes, proposing artists are encouraged to review the City’s existing utility box art collection and develop proposals that are unique and unlike anything the City already has. To view the current utility box art collection please visit https://dublin.ca.gov/1928/Utility-Box-Art

ARTWORK LOCATION:

All utility boxes are located at intersections within the City of Dublin. 2025 utility box locations:

1. Fallon Rd. & Fallon Gateway

2. Fallon Rd. & Dublin Blvd.

3. Fallon Gateway & Dublin Blvd.

4. Dublin Blvd. & Brannigan St.

5. Brannigan St. & Central Pkwy

6. Central Pkwy & Grafton St.

7. Gleason Dr. & Creekview Dr.

8. Dublin Blvd. Silvergate Dr.

9. Dublin Blvd. & Schaefer Ranch Rd.

10. Dublin Blvd. & Inspiration Dr.

Artists may specify which utility box they are interested in painting, or if they have no preference. However, the City reserves the right to assign utility boxes at its discretion.

DESIGN SPECIFICATIONS:

• Artwork should align with the design them as stated above. • Artwork should follow the City’s Values, which are part of the adopted Mission and Vision statements. Values include safety, inclusivity, diversity, equality, and history. To view the City’s full Mission and Vision statements please visit www.dublin.ca.gov/72/Mission-Vision.
• Artwork must be suitable for all ages and in keeping with community values. • Artwork must be an original design and the artwork of the applicant. 135

Page 3 of 6 ends

• Artwork must be painted in fade-resistant acrylic paint. • Artwork may include the artist’s signature, no larger than 5”x 7.”

ART SELECTION PROCESS:

Staff will review applications for completeness. The Heritage and Cultural Arts Commission will review designs at its May 8, 2025, meeting and make recommendations to the City Council. The City Council will review recommended designs and select artists at its regular meeting June 3, 2025. These dates are tentative and subject to change.

Selected artists will be asked to sign a Public Art Agreement, including standard liability waiver and release. In the case of underage artists, the City will enter into the agreement with the supervising professional artist or art teacher. Underage artists and underage painting assistants will be required to have a parent sign the liability waiver and release.

PROCESS:

City Staff will coordinate with the artist, other City departments and neighboring businesses or homeowners to select a mutually agreeable three-week painting period between July 1, 2025, and September 30, 2025.

Artists are responsible for prepping the utility box, painting the design, and sealing with a clear anti-graffiti coating. The City will provide supplies for the artist to prep and seal the utility boxes. Artists are responsible for purchasing their own painting supplies.

Artists are expected to clean and primer the utility box, paint the entire utility box including the side boxes and pipes, and for sealing the utility box when the painting is complete. Artists may not paint over key holes, meters, or numbers.

Artists may enlist painting assistants. All painting assistants must sign a liability waiver and release. Underage painting assistants must have a parent sign the liability waiver and release.

Student artists must be supervised by a professional artist, who is ultimately responsible for the artwork of the student. Student artists must provide their professional artist’s qualifications with their application. Student artists and their teacher/professional artist will be required to meet with Staff prior to starting the project, to ensure they understand the City’s expectations.

136

Page 4 of 6 ends

Upon completion of the utility box, City Staff will meet with the artist at the site to inspect/approve the artwork and take a publicity photo of the artist with their completed utility box.

PROPOSAL SPECIFICATIONS:

The proposal must be submitted as a digital file by email. Provide one digital copy (pdf or jpeg). A complete proposal will include the four elements listed below:

a. Completed Coversheet: Use form provided at the end of this application.

b. Artist Qualifications: One page resume of each artist involved. Student artists should include their own biographies/resumes, no longer than one page, as well as that of the professional artist or art teacher who serves as the team’s supervisor.

c. Design Rendering: The provided template must be used for color renderings of your proposed design for the box (Exhibit A), showing all four sides and the top of the utility box. Artists may submit up to three separate designs. However, each proposed design must have its own separate color renderings page. If you wish to be considered for a specific box location or locations, please label the rendering with the utility box number. If you have no preference, label the rendering “Any.” Label each rendering with your name.

d. Title & Artist Statement: Provide a brief statement and title (100 words or less) about your proposed artwork. This could include your source of inspiration, the significance of the image(s) or a comment on the style or technique you have proposed. Each proposed design must have its own artist statement.

137

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SUBMISSION DEADLINE:

All proposals must be received by Shelby Perry, Recreation Coordinator, by Monday, April 14, 2025, 12:00 AM (midnight). It is the responsibility of the applicant to verify the receipt of the electronic proposal by the scheduled deadline.

DIRECTIONS FOR SUBMITTAL:

Submit one digital copy (pdf) by email to: [email protected] subject: “Dublin Utility Box Art Project 2025.”
a) Completed Proposal Coversheet
b) One page resume
c) Color design rendering using the provided utility box template (limit 3 designs) d) Title of the art and Artist Statement describing the design(s)

COSTS INCURRED IN RESPONDING TO THE PROPOSAL:

The City of Dublin shall not be liable for any costs incurred by the artist(s) in responding to this request for a design proposal.

SUBMIT YOUR DIGITAL PROPOSAL PACKET AND COVERSHEET TO:

Staff: Shelby Perry, Recreation Coordinator
City of Dublin, Parks and Community Services Department Phone: (925) 556-4509
Email: [email protected]

138

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PROPOSAL COVERSHEET:

Dublin 2025 Utility Box Art Project
Proposals Not Accepted after Monday, April 14, 2025, 12:00AM (midnight)

Please indicate experience level:

 Professional Artist(s)  Student Artist(s), under supervision of Art Professional

Please indicate any specific box(es) you have proposed a design for, or check ‘No Preference’ if you would be willing to adapt your design(s) to fit any assigned location:

 1  4  7
 2  5  8  10
 3  6  9  Any

Artist:

Co-Artist, if applicable:

Address:

City: State: Zip:

Phone: Social:

E-mail Address: Website:

Signature of Artist: Date:

Signature of Co-Artist, if applicable: Date:

Supervising Art Professional, if applicable:

Address:

City: State: Zip:

Phone: E-mail Address:

Signature of Supervising Art Professional: Date:
139
Utility Box Art Template
Please use this diagram or similar format of a utility box to show the image you would like to paint on the four sides and top of the box. Keep in mind that the City’s utility boxes vary in dimensions and size and will also have additional cabinets and meters on them. This is a generic diagram to better illustrate how the design will appear on the utility box and will be provided to those reviewing the proposals.

Art Title: Top of Box
Front Left Side Back Right Side
Exhibit A
140

STAFF REPORT

CITY COUNCIL

Page 1 of 3 ends

Agenda Item 5.6
DATE: June 3, 2025

TO: Honorable Mayor and City Councilmembers

FROM: Colleen Tribby, City Manager

SUBJECT:

Agreement with Commune Communication Corp for Economic
Development Branding and Marketing Consulting Services
Prepared by: Felicia Escover, Economic Development Manager

EXECUTIVE SUMMARY:

The City Council will consider an agreement with Commune Communication Corp for an Economic Development Branding and Marketing Strategy.

STAFF RECOMMENDATION:

Adopt the Resolution Approving an Agreement with Commune Communication Corp for Economic Development Branding and Marketing Consulting Services.

FINANCIAL IMPACT:

The agreement has a not-to-exceed compensation limit of $81,300, which will be invoiced based on actual billable hours and reimbursable expenses. Sufficient funding for this agreement is available in the Fiscal Year 2024–25 Adopted Budget.

DESCRIPTION:

On January 23, 2025, the City of Dublin issued a Request for Proposals (RFP) seeking a qualified consultant to develop a dynamic Marketing and Branding Strategy. This initiative is one of the priority actions identified in the City’s Economic Development Strategy, adopted by the City Council on October 1, 2024. Specifically, the project supports Strategy 1.2.2:

“Undertake and implement an economic development-tailored marketing and branding strategy that focuses on Dublin’s competitive assets and transformational development projects/areas identified through the Economic Development Strategy effort, as well as existing business and development incentives.”

The scope of work includes developing an economic development-focused brand, a comprehensive marketing strategy, updated promotional materials for industry outreach, 141

Page 2 of 3 ends

enhanced media and public relations efforts, and review of the economic development webpages.

Outreach and Proposal Process
To ensure broad awareness and access, the RFP was posted on the City’s website, advertised on LinkedIn, and shared with both the Dublin Chamber of Commerce and the California Association for Local Economic Development (CALED) for distribution.

To further support interested consultants, City staff hosted an informational Zoom session, providing a detailed project overview and responding to questions. A compilation of frequently asked questions (FAQs) was later posted online with proposals due by February 19, 2025.

The City received 23 submissions. Of these, 21 were deemed responsive and advanced for evaluation; two were disqualified for not meeting the submission requirements.

All responsive proposals were reviewed and scored by a cross-departmental panel of City staff based on the following criteria:
 Timeline and Deliverables. The extent to which the timeline is realistic, detailed, and aligned with project goals, with clearly defined deliverables.  Creativity and Innovation in Strategy. The degree of originality and practicality in the proposed strategies, with an emphasis on compelling and actionable ideas.  Experience in Branding and Marketing. Demonstrated success with similar projects in terms of scope and complexity.
 Budget and Cost Effectiveness. The reasonableness and efficiency of the proposed budget.
 Knowledge of Dublin’s Economic Drivers. Familiarity with the factors driving economic growth and development in Dublin.
 Presentation and Professionalism. Clarity, organization, and overall quality of the proposal presentation.

A panel of evaluators reviewed and scored the 21 eligible proposals. From the top 10 scoring proposals, four firms were selected for interviews. Additionally, two Dublin-based firms were invited to participate in the interview process to ensure local representation and provide an opportunity to local businesses.

Following the first round of interviews, two finalists were invited to a second interview. Based on the evaluation criteria, firm qualifications, portfolio of work, and interview performance, Commune Communication Corp (Commune Communication) was selected as the most qualified consultant for the project.

About Commune Communication
Commune Communication is a California-based creative agency founded in 2015 and headquartered in Long Beach. The firm specializes in marketing and branding strategies for cities, business improvement districts, and economic development organizations. Their expertise spans communications strategy, campaign development, digital media, public relations, and website design, with a strong emphasis on community engagement and 142

Page 3 of 3 ends

storytelling. With a decade of experience working across California, Commune Communication has led successful marketing initiatives for both major metropolitan areas and smaller cities.

STRATEGIC PLAN INITIATIVE:

Strategy 1: Economic Development, Small Business Support, and Downtown Dublin.

Objective A: Support the implementation of the 2024 Economic Development Strategy, including pursuing growth industries.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:

1) Resolution Approving an Agreement with Commune Communication Corp for Economic Development Branding and Marketing Consulting Services
2) Exhibit A to the Resolution – Consultant Services Agreement Between the City of Dublin and Commune Communication Corp
143
Attachment 1
Reso. No. XX-25, Item X.X, Adopted XX/XX/2025 Page 1 of 2 RESOLUTION NO. XX – 25

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

APPROVING AN AGREEMENT WITH COMMUNE COMMUNICATION CORP FOR

ECONOMIC DEVELOPMENT BRANDING AND MARKETING CONSULTING SERVICES

WHEREAS, the City Council adopted the City of Dublin Economic Development Strategy on October 1, 2024, which identifies the creation of a Marketing and Branding Strategy as a priority action (Strategy 1.2.2); and

WHEREAS, on January 23, 2025, the City issued a Request for Proposals (RFP) seeking a qualified consultant to develop a dynamic economic development -focused marketing and branding strategy; and

WHEREAS, the City received multiple proposals in response to the Request for Proposals (RFP) and evaluated them based on established criteria; and

WHEREAS, following the evaluation, selected firms were invited to participate in interviews as part of a competitive selection process; and

WHEREAS, Commune Communication Corp was identified as the most qualified firm based on the overall strength of their proposal, relevant experience, and alignment with the City’s objectives; and

WHEREAS, the scope of work under the agreement includes developing an economic development brand, comprehensive marketing strategy, new promotional materials for industry outreach, enhanced media and public relations efforts, and evaluating the existing economic development webpages; and

WHEREAS, the agreement between the City of Dublin and Commune Communication Corp is attached hereto as Exhibit A.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the agreement with Commune Communication Corp for Economic Development Branding and Marketing Consulting Services, attached hereto as Exhibit A to this Resolution.

BE IT FURTHER RESOLVED that the City Manager, or designee, is authorized to execute Exhibit A, and make any necessary, non-substantive changes to Exhibit A to carry out the intent of this Resolution.

{Signatures on following page}
144
Reso. No. XX-25, Item X.X, Adopted XX/XX/2025 Page 2 of 2

PASSED, APPROVED AND ADOPTED this 3rd day of June 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

______________________________
Mayor
ATTEST:

_________________________________
City Clerk

145
Consulting Services Agreement between City of Dublin and 6/3/2025 Commune Communication for Economic Development Marketing and Page 1 of 18 Branding Strategy

CONSULTING SERVICES AGREEMENT BETWEEN

THE CITY OF DUBLIN AND

COMMUNE COMMUNICATION CORP (COMMUNE COMMUNICATION)
FOR

ECONOMIC DEVELOPMENT MARKETING AND BRANDING STRATEGY
THIS AGREEMENT for consulting services is made by and between the City of Dublin (“City”) and Commune Communication (“Consultant”) (together sometimes referred to as the “Parties”) as of June 3, 2025 (the “Effective Date”).

Section 1. SERVICES. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to City the services described in the Scope of Work attached as Exhibit A at the time and place and in the manner specified therein.

In the event of a conflict in or inconsistency between the terms of this Agreement and Exhibit A, the Agreement shall prevail.

1.1 Term of Services. The term of this Agreement shall begin on the Effective Date and shall end on June 30, 2026, unless the term of the Agreement is otherwise terminated or extended, as provided for in Section

8. The time provided to Consultant to complete the services required by this Agreement shall not affect the City’s right to terminate the Agreement, as referenced in Section 8. Notwithstanding the foregoing this Agreement may be extended on a month to month basis for up to 6 months upon the written consent of the Consultant and the City Manager, provided that: a) sufficient funds have been appropriated for such purchase, b) the price charged by the Consultant for the provision of the serves described in Exhibit A does not increase. None of the foregoing shall affect the City’s right to terminate the Agreement as provided for in Section 8.

1.2 Standard of Performance. Consultant shall perform all services required pursuant to this Agreement in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged.

1.3 Assignment of Personnel. Consultant shall assign only competent personnel to perform services pursuant to this Agreement. In the event that City, in its sole discretion, at any time during the term of this Agreement, desires the reassignment of any such persons, Consultant shall, immediately upon receiving notice from City of such desire of City, reassign such person or persons.

1.4 Time. Consultant shall devote such time to the performance of services pursuant to this Agreement as may be reasonably necessary to meet the standard of performance provided in Subsection 1.2 above and to satisfy Consultant’s obligations hereunder.

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Exhibit A to the Resolution
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Section 2. COMPENSATION. City hereby agrees to pay Consultant a sum not to exceed $81,300, notwithstanding any contrary indications that may be contained in Consultant’s proposal, for services to be performed and reimbursable costs incurred under this Agreement. In the event of a conflict regarding the amount of compensation between this Agreement and Consultant’s proposal, the Agreement shall prevail. City shall pay Consultant for services rendered pursuant to this Agreement at the time and in the manner set forth herein. The payments specified below shall be the only payments from City to Consultant for services rendered pursuant to this Agreement. Consultant shall submit all invoices to City in the manner specified herein. Except as specifically authorized by City in writing, Consultant shall not bill City for duplicate services performed by more than one person.

Consultant and City acknowledge and agree that compensation paid by City to Consultant under this Agreement is based upon Consultant’s estimated costs of providing the services required hereunder, including salaries and benefits of employees and subcontractors of Consultant. Consequently, the Parties further agree that compensation hereunder is intended to include the costs of contributions to any pensions and/or annuities to which Consultant and its employees, agents, and subcontractors may be eligible. City therefore has no responsibility for such contributions beyond compensation required under this Agreement.

2.1 Invoices. Consultant shall submit invoices, not more often than once a month during the term of this Agreement, based on the cost for services performed and reimbursable costs incurred prior to the invoice date. No individual performing work under this Agreement shall bill more than 2,000 hours in a fiscal year unless approved, in writing, by the City Manager or his/her designee. Invoices shall contain the following information:
▪Serial identifications of progress bills; i.e., Progress Bill No. 1 for the first invoice, etc.;
▪The beginning and ending dates of the billing period;
▪A Task Summary containing the original contract amount, the amount of prior billings, the total due this period, the balance available under the Agreement, and the percentage of completion;
▪A copy of the applicable time entries or time sheets shall be submitted showing the following:
oDaily logs of total hours worked by each individual
performing work under this Agreement;
oHours must be logged in increments of tenths of an hour or quarter hour;
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oIf this Agreement covers multiple projects, all hours must also be logged by project assignment; and
oA brief description of the work, and each reimbursable expense.
▪The total number of hours of work performed under the Agreement by Consultant and each employee, agent, and subcontractor of Consultant performing services hereunder;
▪The Consultant’s signature;
▪Consultant shall give separate notice to the City when the total number of hours worked by Consultant and any individual employee, agent, or subcontractor of Consultant reaches or exceeds 800 hours within a 12- month period under this Agreement and any other agreement between Consultant and City. Such notice shall include an estimate of the time necessary to complete work described in Exhibit A and the estimate of time necessary to complete work under any other agreement between Consultant and City, if applicable.

2.2 Monthly Payment. City shall make monthly payments, based on invoices received, for services satisfactorily performed, and for authorized reimbursable costs incurred. City shall have 30 days from the receipt of an invoice that complies with all of the requirements above to pay Consultant.

2.3 Final Payment. City shall pay the last 10% of the total sum due pursuant to this Agreement within 60 days after completion of the services and submittal to City of a final invoice, if all services required have been satisfactorily performed.

2.4 Total Payment. City shall pay for the services to be rendered by Consultant pursuant to this Agreement. City shall not pay any additional sum for any expense or cost whatsoever incurred by Consultant in rendering services pursuant to this Agreement. City shall make no payment for any extra, further, or additional service pursuant to this Agreement.

In no event shall Consultant submit any invoice for an amount in excess of the maximum amount of compensation provided above, either for a task or for the entire Agreement, unless the Agreement is modified prior to the submission of such an invoice by a properly executed change order or amendment.

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2.5 Hourly Fees. Fees for work performed by Consultant on an hourly basis shall not exceed the amounts shown on the compensation schedule attached hereto as Exhibit A.

2.6 Reimbursable Expenses. Reimbursable expenses are specified in Exhibit A. Expenses not listed in Exhibit A are not chargeable to City.

Reimbursable expenses are included in the total amount of compensation provided under this Agreement that shall not be exceeded.

2.7 Payment of Taxes. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes.

2.8 Payment upon Termination. In the event that the City or Consultant terminates this Agreement pursuant to Section 8, the City shall compensate the Consultant for all outstanding costs and reimbursable expenses incurred for work satisfactorily completed as of the date of written notice of termination. Consultant shall maintain adequate logs and timesheets to verify costs incurred to that date.

2.9 Authorization to Perform Services. The Consultant is not authorized to perform any services or incur any costs whatsoever under the terms of this Agreement until receipt of authorization from the Contract Administrator.

Section 3. FACILITIES AND EQUIPMENT. Except as set forth herein, Consultant shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this Agreement. City shall make available to Consultant only the facilities and equipment listed in this section, and only under the terms and conditions set forth herein.

City shall furnish physical facilities such as desks, filing cabinets, and conference space, as may be reasonably necessary for Consultant’s use while consulting with City employees and reviewing records and the information in possession of the City. The location, quantity, and time of furnishing those facilities shall be in the sole discretion of City. In no event shall City be obligated to furnish any facility that may involve incurring any direct expense, including but not limited to computer, long-distance telephone or other communication charges, vehicles, and reproduction facilities.

Section 4. INSURANCE REQUIREMENTS. Before fully executing this Agreement, Consultant, at its own cost and expense, unless otherwise specified below, shall procure the types and amounts of insurance listed below against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the work hereunder by the Consultant and its agents, representatives, employees, and subcontractors. Consistent with the following provisions, Consultant Docusign Envelope ID: D11120AF-0781-4CBF-8FE2-8F1577078854 149
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shall provide proof satisfactory to City of such insurance that meets the requirements of this section and under forms of insurance satisfactory in all respects, and that such insurance is in effect prior to beginning work. Consultant shall maintain the insurance policies required by this section throughout the term of this Agreement. The cost of such insurance shall be included in the Consultant's bid or proposal. Consultant shall not allow any subcontractor to commence work on any subcontract until Consultant has obtained all insurance required herein for the subcontractor(s) and provided evidence to City that such insurance is in effect. VERIFICATION OF THE REQUIRED INSURANCE

SHALL BE SUBMITTED AND MADE PART OF THIS AGREEMENT PRIOR TO EXECUTION. Consultant shall maintain all required insurance listed herein for the duration of this Agreement.

4.1 Workers’ Compensation.

4.1.1 General Requirements. Consultant shall, at its sole cost and expense, maintain Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for any and all persons employed directly or indirectly by Consultant. The Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance shall be provided with limits of not less than $1,000,000 per accident. In the alternative, Consultant may rely on a self-insurance program to meet these requirements, but only if the program of self-insurance complies fully with the provisions of the California Labor Code.

Determination of whether a self-insurance program meets the standards of the California Labor Code shall be solely in the discretion of the Contract Administrator.

The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the entity for all work performed by the Consultant, its employees, agents, and subcontractors.

4.1.2 Submittal Requirements. To comply with Subsection 4.1, Consultant shall submit the following:
a. Certificate of Liability Insurance in the amounts specified in the section; and
b. Waiver of Subrogation Endorsement as required by the section.

4.2 Commercial General and Automobile Liability Insurance.

4.2.1 General Requirements. Consultant, at its own cost and expense, shall maintain commercial general liability insurance for the term of this Agreement in an amount not less than $1,000,000 and Docusign Envelope ID: D11120AF-0781-4CBF-8FE2-8F1577078854 150
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automobile liability insurance for the term of this Agreement in an amount not less than $1,000,000 per occurrence, combined single limit coverage for risks associated with the work contemplated by this Agreement. If a Commercial General Liability Insurance or an Automobile Liability form or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to the work to be performed under this Agreement or the general aggregate limit shall be at least twice the required occurrence limit. Such coverage shall include but shall not be limited to, protection against claims arising from bodily and personal injury, including death resulting therefrom, and damage to property resulting from activities contemplated under this Agreement, including without limitation, blanket contractual liability and the use of owned and non-owned automobiles.

4.2.2 Minimum Scope of Coverage. Commercial general coverage shall be at least as broad as Insurance Services Office Commercial General Liability occurrence form CG 0001 (most recent edition) covering comprehensive General Liability on an “occurrence” basis.

Automobile coverage shall be at least as broad as Insurance Services Office Automobile Liability form CA 0001, Code 1 (any auto). No endorsement shall be attached limiting the coverage.

4.2.3 Additional Requirements. Each of the following shall be included in the insurance coverage or added as a certified endorsement to the policy:
a. The Insurance shall cover on an occurrence or an accident basis, and not on a claims-made basis.
b. City, its officers, officials, employees, and volunteers are to be covered as additional insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired, or borrowed by the Consultant.
c. Consultant hereby agrees to waive subrogation which any insurer or contractor may require from vendor by virtue of the payment of any loss. Consultant agrees to obtain any
endorsements that may be necessary to effect this waiver of subrogation.
d. For any claims related to this Agreement or the work hereunder, the Consultant’s insurance coverage shall be primary insurance as respects the City, its officers, officials, Docusign Envelope ID: D11120AF-0781-4CBF-8FE2-8F1577078854 151
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employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.

4.2.4 Submittal Requirements. To comply with Subsection 4.2, Consultant shall submit the following:
a. Certificate of Liability Insurance in the amounts specified in the section;
b. Additional Insured Endorsement as required by the section; c. Waiver of Subrogation Endorsement as required by the section; and
d. Primary Insurance Endorsement as required by the
section.

4.3 Professional Liability Insurance.

4.3.1 General Requirements. Consultant, at its own cost and expense, shall maintain for the period covered by this Agreement professional liability insurance for licensed professionals performing work pursuant to this Agreement in an amount not less than $2,000,000 covering the licensed professionals’ errors and omissions. Any deductible or self-insured retention shall not exceed $150,000 per claim.

4.3.2 Claims-Made Limitations. The following provisions shall apply if the professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be before the date of the Agreement.
b. Insurance must be maintained and evidence of insurance must be provided for at least 3 years after completion of the Agreement or the work, so long as commercially available at reasonable rates.
c. If coverage is canceled or not renewed and it is not replaced with another claims-made policy form with a retroactive date that precedes the date of this Agreement, Consultant shall purchase an extended period coverage for a minimum of 3 years after completion of work under this Agreement.

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d. A copy of the claim reporting requirements must be
submitted to the City for review prior to the commencement of any work under this Agreement.

4.3.3 Submittal Requirements. To comply with Subsection 4.3, Consultant shall submit the Certificate of Liability Insurance in the amounts specified in the section.

4.4 All Policies Requirements.

4.4.1 Acceptability of Insurers. All insurance required by this section is to be placed with insurers with a Bests' rating of no less than A:VII.

4.4.2 Verification of Coverage. Prior to beginning any work under this Agreement, Consultant shall furnish City with complete copies of all Certificates of Liability Insurance delivered to Consultant by the insurer, including complete copies of all endorsements attached to the policies. All copies of Certificates of Liability Insurance and certified endorsements shall show the signature of a person authorized by that insurer to bind coverage on its behalf. If the City does not receive the required insurance documents prior to the Consultant beginning work, it shall not waive the Consultant’s obligation to provide them. The City reserves the right to require complete copies of all required insurance policies at any time.

4.4.3 Deductibles and Self-Insured Retentions. Consultant shall disclose to and obtain the written approval of City for the self- insured retentions and deductibles before beginning any of the services or work called for by any term of this Agreement. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, employees, and volunteers; or the Consultant shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration and defense expenses.

4.4.4 Wasting Policies. No policy required by this Section 4 shall include a “wasting” policy limit (i.e. limit that is eroded by the cost of defense).

4.4.5 Endorsement Requirements. Each insurance policy required by Section 4 shall be endorsed to state that coverage shall not be canceled by either party, except after 30 days’ prior written notice has been provided to the City.

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4.4.6 Subcontractors. Consultant shall include all subcontractors as insureds under its policies or shall furnish separate certificates and certified endorsements for each subcontractor. All coverages for subcontractors shall be subject to all of the requirements stated herein.

4.5 Remedies. In addition to any other remedies City may have if Consultant fails to provide or maintain any insurance policies or policy endorsements to the extent and within the time herein required, City may, at its sole option exercise any of the following remedies, which are alternatives to other remedies City may have and are not the exclusive remedy for Consultant’s breach:
▪Obtain such insurance and deduct and retain the amount of the premiums for such insurance from any sums due under the Agreement;
▪Order Consultant to stop work under this Agreement or withhold any payment that becomes due to Consultant hereunder, or both stop work and withhold any payment, until Consultant demonstrates compliance with the requirements hereof; and/or
▪Terminate this Agreement.

Section 5. INDEMNIFICATION AND CONSULTANT’S RESPONSIBILITIES.

Consultant shall, to the extent permitted by law, including without limitation California Civil Code 2782 and 2782.8, indemnify, hold harmless and assume the defense of, in any actions at law or in equity, the City, its employees, agents, volunteers, and elective and appointive boards, from all claims, losses, and damages, including property damage, personal injury, death, and liability of every kind, nature and description, arising out of, pertaining to or related to the negligence, recklessness or willful misconduct of Consultant or any person directly or indirectly employed by, or acting as agent for, Consultant, during and after completion of Consultant’s work under this Agreement.

With respect to those claims arising from a professional error or omission, Consultant shall defend, indemnify and hold harmless the City (including its elected officials, officers, employees, and volunteers) from all claims, losses, and damages arising from the professionally negligent acts, errors or omissions of Consultant, however, the cost to defend charged to Consultant shall not exceed Consultant’s proportionate percentage fault.

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Consultant's obligation under this section does not extend to that portion of a claim caused in whole or in part by the sole negligence or willful misconduct of the City.

Consultant shall also indemnify, defend and hold harmless the City from all suits or claims for infringement of any patent rights, copyrights, trade secrets, trade names, trademarks, service marks, or any other proprietary rights of any person or persons because of the City or any of its officers, employees, volunteers, or agents use of articles, products things, or services supplied in the performance of Consultant’s services under this Agreement, however, the cost to defend charged to Consultant shall not exceed Consultant’s proportionate percentage fault.

Consultant shall indemnify, defend with counsel acceptable to City, and hold harmless City and its officers, elected officials, employees, agents and volunteers from and against any and all liability, loss, damage, claims, expenses, and costs (including without limitation, attorney’s fees and costs and fees of litigation) (collectively, “Liability”) of every nature arising out of or in connection with Consultant’s performance of the services called for or its failure to comply with any of its obligations contained in this Agreement, except such Liability caused by the sole negligence or willful misconduct of City.

Notwithstanding the forgoing, to the extent this Agreement is a “construction contract” as defined by California Civil Code Section 2782, as may be amended from time to time, such duties of Consultant to indemnify shall not apply when to do so would be prohibited by California Civil Code Section 2782.

The Consultant’s obligation to defend and indemnify shall not be excused because of the Consultant’s inability to evaluate Liability or because the Consultant evaluates Liability and determines that the Consultant is not liable to the claimant. The Consultant must respond within 30 days to the tender of any claim for defense and indemnity by the City. If the Consultant fails to accept or reject a tender of defense and indemnity within 30 days, in addition to any other remedy authorized by law, so much of the money due the Consultant under and by virtue of this Agreement as shall reasonably be considered necessary by the City, may be retained by the City until disposition has been made of the claim or suit for damages, or until the Consultant accepts or rejects the tender of defense, whichever occurs first.

Section 6. STATUS OF CONSULTANT.

6.1 Independent Contractor. At all times during the term of this Agreement, Consultant shall be an independent contractor and shall not be an employee of City. This Agreement shall not be construed as an agreement for employment. City shall have the right to control Consultant only insofar as the results of Consultant's services rendered pursuant to this Agreement and assignment of personnel pursuant to Subsection 1.3; Docusign Envelope ID: D11120AF-0781-4CBF-8FE2-8F1577078854 155
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however, otherwise City shall not have the right to control the means by which Consultant accomplishes services rendered pursuant to this Agreement. Consultant further acknowledges that Consultant performs Services outside the usual course of the City’s business; and is customarily engaged in an independently established trade, occupation, or business of the same nature as the Consultant performs for the City and has the option to perform such work for other entities. Notwithstanding any other City, state, or federal policy, rule, regulation, law, or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing services under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any and all claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in the California Public Employees Retirement System (PERS) as an employee of City and entitlement to any contribution to be paid by City for employer contributions and/or employee contributions for PERS benefits.

6.2 Consultant Not an Agent. Except as City may specify in writing, Consultant shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, pursuant to this Agreement to bind City to any obligation whatsoever.

Section 7. LEGAL REQUIREMENTS.

7.1 Governing Law. The laws of the State of California shall govern this Agreement.

7.2 Compliance with Applicable Laws. Consultant and any subcontractors shall comply with all laws and regulations applicable to the performance of the work hereunder, including but not limited to, the California Building Code, the Americans with Disabilities Act, and any copyright, patent or trademark law. Consultant’s failure to comply with any law(s) or regulation(s) applicable to the performance of the work hereunder shall constitute a breach of contract.

7.3 Other Governmental Regulations. To the extent that this Agreement may be funded by fiscal assistance from another governmental entity, Consultant and any subcontractors shall comply with all applicable rules and regulations to which City is bound by the terms of such fiscal assistance program.

7.4 Licenses and Permits. Consultant represents and warrants to City that Consultant and its employees, agents, and any subcontractors have all licenses, permits, qualifications, and approvals of whatsoever nature that Docusign Envelope ID: D11120AF-0781-4CBF-8FE2-8F1577078854 156
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are legally required to practice their respective professions. Consultant represents and warrants to City that Consultant and its employees, agents, any subcontractors shall, at their sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals that are legally required to practice their respective professions. In addition to the foregoing, Consultant and any subcontractors shall obtain and maintain during the term of this Agreement valid Business Licenses from City.

7.5 Nondiscrimination and Equal Opportunity. Consultant shall not discriminate, on the basis of a person’s race, sex, gender, religion (including religious dress and grooming practices), national origin, ancestry, physical or mental disability, medical condition (including cancer and genetic characteristics), marital status, age, sexual orientation, color, creed, pregnancy, genetic information, gender identity or expression, political affiliation or belief, military/veteran status, or any other classification protected by applicable local, state, or federal laws (each a “Protected Characteristic”), against any employee, applicant for employment, subcontractor, bidder for a subcontract, or participant in, recipient of, or applicant for any services or programs provided by Consultant under this Agreement.

Consultant shall include the provisions of this Subsection in any subcontract approved by the Contract Administrator or this Agreement.

Section 8. TERMINATION AND MODIFICATION.

8.1 Termination. City may cancel this Agreement at any time and without cause upon written notification to Consultant.

Consultant may cancel this Agreement upon 30 days’ written notice to City and shall include in such notice the reasons for cancellation.

In the event of termination, Consultant shall be entitled to compensation for services performed to the effective date of termination; City, however, may condition payment of such compensation upon Consultant delivering to City any or all documents, photographs, computer software, video and audio tapes, and other materials provided to Consultant or prepared by or for Consultant or the City in connection with this Agreement.

8.2 Extension. City may, in its sole and exclusive discretion, extend the end date of this Agreement beyond that provided for in Subsection 1.1. Any such extension shall require a written amendment to this Agreement, as provided for herein. Consultant understands and agrees that, if City grants such an extension, City shall have no obligation to provide Docusign Envelope ID: D11120AF-0781-4CBF-8FE2-8F1577078854 157
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Consultant with compensation beyond the maximum amount provided for in this Agreement. Similarly, unless authorized by the Contract Administrator, City shall have no obligation to reimburse Consultant for any otherwise reimbursable expenses incurred during the extension period.

8.3 Amendments. The Parties may amend this Agreement only by a writing signed by all the Parties.

8.4 Assignment and Subcontracting. City and Consultant recognize and agree that this Agreement contemplates personal performance by Consultant and is based upon a determination of Consultant’s unique personal competence, experience, and specialized personal knowledge.

Moreover, a substantial inducement to City for entering into this Agreement was and is the professional reputation and competence of Consultant. Consultant may not assign this Agreement or any interest therein without the prior written approval of the Contract Administrator.

Consultant shall not subcontract any portion of the performance contemplated and provided for herein, other than to the subcontractors noted in the proposal, without prior written approval of the Contract Administrator.

8.5 Survival. All obligations arising prior to the termination of this Agreement and all provisions of this Agreement allocating liability between City and Consultant shall survive the termination of this Agreement.

8.6 Options upon Breach by Consultant. If Consultant materially breaches any of the terms of this Agreement, City’s remedies shall include, but are not limited to, the following:

8.6.1Immediately terminate the Agreement;

8.6.2Retain the plans, specifications, drawings, reports, design documents, and any other work product prepared by Consultant pursuant to this Agreement;

8.6.3Retain a different consultant to complete the work described in Exhibit A not finished by Consultant; or

8.6.4Charge Consultant the difference between the cost to complete the work described in Exhibit A that is unfinished at the time of breach and the amount that City would have paid Consultant pursuant to Section 2 if Consultant had completed the work.

Section 9. KEEPING AND STATUS OF RECORDS.

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9.1 Records Created as Part of Consultant’s Performance. All reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that Consultant prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the City. Consultant hereby agrees to deliver those documents to the City upon termination of the Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. City and Consultant agree that, until final approval by City, all data, plans, specifications, reports and other documents are confidential and will not be released to third parties without prior written consent of both Parties.

9.2 Consultant’s Books and Records. Consultant shall maintain any and all ledgers, books of account, invoices, vouchers, canceled checks, and other records or documents evidencing or relating to charges for services or expenditures and disbursements charged to the City under this Agreement for a minimum of 3 years, or for any longer period required by law, from the date of final payment to the Consultant to this Agreement.

9.3 Inspection and Audit of Records. Any records or documents that Subsection 9.2 of this Agreement requires Consultant to maintain shall be made available for inspection, audit, and/or copying at any time during regular business hours, upon oral or written request of the City. Under California Government Code Section 8546.7, if the amount of public funds expended under this Agreement exceeds $10,000.00, the Agreement shall be subject to the examination and audit of the State Auditor, at the request of City or as part of any audit of the City, for a period of 3 years after final payment under the Agreement.

Section 10. MISCELLANEOUS PROVISIONS.

10.1 Attorneys’ Fees. If a party to this Agreement brings any action, including an action for declaratory relief, to enforce or interpret the provision of this Agreement, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

10.2 Venue. In the event that either party brings any action against the other under this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in the County of Docusign Envelope ID: D11120AF-0781-4CBF-8FE2-8F1577078854 159
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Alameda or in the United States District Court for the Northern District of California.

10.3 Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement is invalid, void, or unenforceable, the provisions of this Agreement not so adjudged shall remain in full force and effect. The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision of this Agreement.

10.4 No Implied Waiver of Breach. The waiver of any breach of a specific provision of this Agreement does not constitute a waiver of any other breach of that term or any other term of this Agreement.

10.5 Successors and Assigns. The provisions of this Agreement shall inure to the benefit of and shall apply to and bind the successors and assigns of the Parties.

10.6 Use of Recycled Products. Consultant shall prepare and submit all reports, written studies and other printed material on recycled paper to the extent it is available at equal or less cost than virgin paper.

10.7 Conflict of Interest. Consultant may serve other clients, but none whose activities within the corporate limits of City or whose business, regardless of location, would place Consultant in a “conflict of interest,” as that term is defined in the Political Reform Act, codified at California Government Code Section 81000 et seq.

Consultant shall not employ any City official in the work performed pursuant to this Agreement. No officer or employee of City shall have any financial interest in this Agreement that would violate California Government Code Section 1090 et seq.

Consultant hereby warrants that it is not now, nor has it been in the previous 12 months, an employee, agent, appointee, or official of the City.

If Consultant was an employee, agent, appointee, or official of the City in the previous 12 months, Consultant warrants that it did not participate in any manner in the forming of this Agreement. Consultant understands that, if this Agreement is made in violation of California Government Code Section 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed pursuant to this Agreement, including reimbursement of expenses, and Consultant will be required to reimburse the City for any sums paid to the Consultant.

Consultant understands that, in addition to the foregoing, it may be subject to criminal prosecution for a violation of California Government Code Docusign Envelope ID: D11120AF-0781-4CBF-8FE2-8F1577078854 160
Consulting Services Agreement between City of Dublin and 6/3/2025 Commune Communication for Economic Development Marketing and Page 16 of 18 Branding Strategy
Section 1090 et seq., and, if applicable, will be disqualified from holding public office in the State of California.

At City’s sole discretion, Consultant may be required to file with the City a Form 700 to identify and document Consultant’s economic interests, as defined and regulated by the California Fair Political Practices Commission. If Consultant is required to file a Form 700, Consultant is hereby advised to contact the Dublin City Clerk for the Form 700 and directions on how to prepare it.

10.8 Solicitation. Consultant agrees not to solicit business at any meeting, focus group, or interview related to this Agreement, either orally or through any written materials.

10.9 Contract Administration. This Agreement shall be administered by the City Manager ("Contract Administrator"). All correspondence shall be directed to or through the Contract Administrator or his or her designee.

10.10 Notices. Any written notice to Consultant shall be sent to:

Ryan La Rosa
[email protected]
245 E. 3rd St.

Long Beach, CA 90802
Phone: 562-366-0080
Any written notice to City shall be sent to:

City of Dublin
Att: Economic Development
[email protected]
100 Civic Plaza
Dublin, CA 94568
Phone: 925-833-6650

10.11 Integration. This Agreement, including the scope of work attached hereto and incorporated herein as Exhibit A represents the entire and integrated agreement between City and Consultant and supersedes all prior negotiations, representations, or agreements, either written or oral.

Exhibit A Scope of Services & Compensation Schedule/Reimbursable Expenses

10.12 Counterparts and Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which shall be an original and Docusign Envelope ID: D11120AF-0781-4CBF-8FE2-8F1577078854 161
Consulting Services Agreement between City of Dublin and 6/3/2025 Commune Communication for Economic Development Marketing and Page 17 of 18 Branding Strategy
all of which together shall constitute one agreement. Counterparts delivered and/or signatures executed by City-approved electronic or digital means shall have the same force and effect as the use of a manual signature. Both Parties desire this Agreement to be electronically signed in accordance with applicable federal and California law. Either Party may revoke its agreement to use electronic signatures at any time by giving notice to the other Party.

10.13 Certification per Iran Contracting Act of 2010. In the event that this contract is for
one million dollars ($1,000,000.00) or more, by Consultant’s signature below Consultant certifies that Consultant, and any parent entities, subsidiaries, successors or subunits of Consultant are not identified on a list created pursuant to subdivision (b) of Section 2203 of the California Public Contract Code as a person engaging in investment activities in Iran as described in subdivision (a) of Section 2202.5, or as a person described in subdivision (b) of Section 2202.5 of the California Public Contract Code, as applicable.

Docusign Envelope ID: D11120AF-0781-4CBF-8FE2-8F1577078854 162
Consulting Services Agreement between City of Dublin and 6/3/2025 Commune Communication for Economic Development Marketing and Page 18 of 18 Branding Strategy
The Parties have executed this Agreement as of the Effective Date. The persons whose signatures appear below certify that they are authorized to sign on behalf of the respective Party.

CITY OF DUBLIN COMMUNE COMMUNICATION
Colleen Tribby, City Manager Ryan La Rosa, Co-Founder, Chief Operating Officer
Attest:

Consultant’s DIR Registration Number
(if applicable)
Marsha Moore, City Clerk
Approved as to Form:

City Attorney
Docusign Envelope ID: D11120AF-0781-4CBF-8FE2-8F1577078854 163
Consulting Services Agreement between City of Dublin and 6/3/2025 Commune Communication for Economic Development Marketing andExhibit A – Page 1 of 4
Branding Strategy

EXHIBIT A

SCOPE OF SERVICES

COMPENSATION SCHEDULE & REIMBURSABLE EXPENSES
Commune Communications will develop a comprehensive Economic Development Marketing and Branding Strategy for the City of Dublin, aimed at strengthening the City's brand position, enhancing marketing effectiveness, and supporting business attraction and retention efforts.

Tasks and Deliverables

1. Project Kickoff and Management
Organize and facilitate a kickoff meeting with City of Dublin staff. Discuss project goals, deliverables, communications protocols, and success factors. Establish a biweekly meeting cadence for updates, feedback, and collaboration. Provide recap notes and action items following each biweekly meeting. A minimum of four (4) in-person meetings/trips to Dublin for key meetings, workshops, presentations, or events as determined by project milestones.

2. Discovery and Research
Review existing economic development marketing materials and brand assets. Conduct a City tour to gather insights on competitive assets and transformational developments.
Draft an outreach plan summarizing proposed strategies and methods for stakeholder engagement, communications, and feedback gathering, to be reviewed and approved by City staff.
Facilitate a minimum of four (4) stakeholder input sessions with City staff, business leaders, and regional partners.
Develop, distribute, and analyze a digital survey for broader input. Prepare a Discovery Summary Report outlining key findings and recommendations.

3. Branding, Messaging, Marketing Strategy, and Creative Development Branding Identity Creation
oDevelop a unique branding identity tailored to Dublin’s strengths and opportunities.
oCreate a slogan and/or tagline for use across marketing platforms. oAlign new branding with the City's broader guidelines while emphasizing economic development.

Docusign Envelope ID: D11120AF-0781-4CBF-8FE2-8F1577078854 164
Consulting Services Agreement between City of Dublin and 6/3/2025 Commune Communication for Economic Development Marketing andExhibit A – Page 2 of 4
Branding Strategy
oCoordinate a minimum of three (3) stakeholder review sessions for iterative feedback.
Key Messaging Development
oCraft key messages highlighting: accessibility and connectivity, business- friendly environment and incentives, transformational development opportunities, investment potential in existing and new sites, and other differentiating factors.
Prepare a creative brief outlining visual and messaging direction. Comprehensive Marketing Plan
oCreate a short-term and long-term strategic marketing plan with target audience segmentation, strategies for digital/traditional/emerging media, and success metrics.
oWebsite Evaluation and Recommendations
▪Evaluate the City’s Economic Development webpages and provide recommendations as to whether redesign the existing economic development webpages or create a new standalone website. oMedia Strategy Development
▪Refresh Dublin’s press and media engagement strategy.
Promotional and Press Materials
oDevelop visually engaging marketing templates and collateral based on the developed strategy. Examples of anticipated promotional materials include: brochures and fact sheets for industry meetings and conferences, and digital assets such as downloadable PDFs, presentations, and videos. oDevelop press kits and media-ready content including press releases, backgrounders, and thought leadership pieces.

4. Campaign Launch and Rollout
Finalize and launch marketing assets across designated platforms. Liaise with vendors and oversee asset delivery and production. Deliver final marketing and branding assets to City staff. Conduct training sessions and provide an implementation guide/manual for ongoing use.

Project Staffing and Key Roles
Role Hourly Rate
Project Manager (PM) $150
Docusign Envelope ID: D11120AF-0781-4CBF-8FE2-8F1577078854 165
Consulting Services Agreement between City of Dublin and 6/3/2025 Commune Communication for Economic Development Marketing andExhibit A – Page 3 of 4
Branding Strategy
Brand Strategist $150
Art Director $150
Senior Graphic Designer $150
Senior Copywriter $150
Executive Oversight $150
Pricing Summary*
Task Staffing Hours Estimated Cost
Project Kickoff
and Management
PM, Brand
Strategist, Art
Director,
Executive
Oversight
10 $1,500
Discovery and
Research
PM, Brand
Strategist,
Executive
Oversight
120 $18,000
Branding,
Messaging,
Marketing
Strategy, and
Creative
Development
PM, Brand
Strategist, Art
Director, Sr.

Graphic Designer,
Sr. Copywriter
282 $42,250
Campaign
Launch
PM, Art Director,
Sr. Graphic
Designer, Sr.

Copywriter,
Executive
Oversight
130 $22,500
Docusign Envelope ID: D11120AF-0781-4CBF-8FE2-8F1577078854 166
Consulting Services Agreement between City of Dublin and 6/3/2025 Commune Communication for Economic Development Marketing andExhibit A – Page 4 of 4
Branding Strategy
ESTIMATED PROJECT COST:
$81,300
* Funds may be reallocated between line items as needed to best serve project goals and workflow efficiency, upon prior written City approval.

Notes
Project cost includes up to four (4) in-person meetings/trips as needed for key phases of work.
Hard costs (e.g., printing, paid media placements, equipment purchases) are not included and will be projected separately based on tactical recommendations. Additional expenses (such as fonts, stock photography, or vendor costs) require prior City approval.

Docusign Envelope ID: D11120AF-0781-4CBF-8FE2-8F1577078854 167

STAFF REPORT

CITY COUNCIL

Page 1 of 2 ends

Agenda Item 5.7
DATE: June 3, 2025

TO: Honorable Mayor and City Councilmembers

FROM: Colleen Tribby, City Manager

SUBJECT:

Agreement with the County of Alameda for Fiscal Year 2025-26 for Additional Library Services
Prepared by: Brad Olson, Management Analyst II

EXECUTIVE SUMMARY:

The City Council will consider approving an agreement with the County of Alameda to provide 23 hours of library services per week at the Dublin Public Library for Fiscal Year 2025-26.

These hours are in addition to the County’s base service level of 28 hours per week. There is no change in the number of hours from the Fiscal Year 2024-25 Agreement.

STAFF RECOMMENDATION:

Adopt the Resolution Approving an Agreement with the County of Alameda for Additional Library Services for Fiscal Year 2025-26.

FINANCIAL IMPACT:

The City’s cost to fund 23 additional operating hours of library services during Fiscal Year 2025-26 is $703,836. This amount has been included in the Fiscal Year 2025-26 Budget.

DESCRIPTION:

Through an operational agreement executed in October 2002, the County of Alameda operates library-related activities in the Dublin Library building. It also provides equipment related to the general operation of the Library, while the City owns and maintains the building.

On an annual basis, the City and County enter into an agreement for operational hours.

The County of Alameda provides a base service level of 28 weekly operating hours. The City of Dublin has consistently provided funding to the County of Alameda to extend the number of hours the Library is open to the public. As proposed, the City would continue to provide funding for an additional 23 operating hours per week, excluding County-observed holidays, for a total of 51 operating hours per week. This number of hours has remained the same since Fiscal Year 2016-17.
168

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During Fiscal Year 2020-21, the City’s actual costs were reduced in proportion to the reduction in operating hours available to the public due to the COVID-19 pandemic, and the County of Alameda opted to waive the typical annual increase of 5%. The Library returned to its regular operating hours on September 19, 2021, and has operated at 51 hours per week since then.

The Library adjusts its funding request as needed to account for changes related to staffing and operational costs. For Fiscal Year 2025-26, the County increased its funding request by 5% to $703,836. The increase applies to all cities served by the Alameda County Library, reflecting the County staff's cost-of-living adjustments and utility cost increases. The table below provides a five-year history of City funding levels for additional Library services.

Table 1: FIVE-YEAR HISTORY OF ADDITIONAL HOURS AND FUNDING LEVEL Fiscal Year Number of Hours Funding Level Actual Funding 2024-2025 23 $670,320 $670,320
2023-2024 23 $638,400 $638,400
2022-2023 23 $638,400 $638,400
2021-2022 23 $608,932 $570,874
2020-2021 23 $608,932 $494,757

STRATEGIC PLAN INITIATIVE:

None.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:

1) Resolution Approving an Agreement with County of Alameda for Additional Library Services for Fiscal Year 2025-26
2) Exhibit A to the Resolution – Agreement with County of Alameda for Additional Library Services Fiscal Year 2025-26

169
Attachment 1
Reso. No. XX-25, Item X.X, Adopted XX/XX/2025 Page 1 of 1 RESOLUTION NO. XX – 25

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

APPROVING AN AGREEMENT WITH COUNTY OF ALAMEDA FOR ADDITIONAL LIBRARY SERVICES FOR FISCAL YEAR 2025-26
WHEREAS, the County of Alameda provides funding for a base level of 28 hours of service per week for Library Services, excluding County-observed holidays, at the Dublin Branch of the Alameda County Library system; and
WHEREAS, the City of Dublin proposes to fund an additional 23 hours of service a week in the amount of $703,836 for Fiscal Year 2025-26, excluding County-observed holidays, for a total of 51 open hours per week; and
WHEREAS, funding for the additional hours was included in the Fiscal Year 2025-26 Budget.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin hereby approves the Agreement with the County of Alameda for Additional Library Services for Fiscal Year 2025-26, attached hereto as Exhibit A.

PASSED, APPROVED AND ADOPTED this 3rd day of June 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
170
Attachment 2
Exhibit A to the Resolution

Page 1 of 5 ends

AGREEMENT BETWEEN THE

CITY OF DUBLIN
AND

COUNTY OF ALAMEDA
FOR

ADDITIONAL LIBRARY SERVICES
FISCAL YEAR 2025-26

The County of Alameda and the City of Dublin enter into this Agreement as Follows:

WHEREAS, current funding levels for County Library services limit the number of open hours per week at the Dublin Branch of the Alameda County Library system; and

WHEREAS, the citizens of Dublin wish to have the Dublin Branch Library open more than the County-funded hours per week; and

WHEREAS, the Dublin City Council has authorized funding for the increases in staffing and utility costs required to open the Dublin Branch an average of 23 additional hours per week for a total of 51 open hours per week: therefore,

The City of Dublin and the County of Alameda agree to provide an average of 23 additional hours per week of Library services at the Dublin Branch of the Alameda County Library system, subject to the following terms and conditions.

TERMS AND CONDITIONS

1) Time Period: This agreement will be in effect from July 1, 2025, to June 30, 2026.

2) Services Described: During the period specified above, the County agrees to provide 23 additional open hours per week of library service at the Dublin Branch Library, excluding County observed holidays, in order to maintain a total weekly schedule of open hours at the Dublin Branch Library at 51 hours per week.

3) Payments: The City of Dublin agrees to pay the County of Alameda $703,836 in four (4) quarterly installments as follows:

September 30, 2025, $1 75,959.00
December 31, 2025, $1 75,959.00
March 31, 2026, $1 75,959.00
June 30, 2026, $175,959.00

Payments shall be due and payable upon receipt of quarterly billing statements in conjunction with the dates stated above. In addition to the amounts stated above, 171

Page 2 of 5 ends

interest of 5 percent / month shall be payable, for any payment which is more than 30 days overdue.

4) Extension: All terms and conditions of this agreement may be extended, by mutual written agreement, on a year-to-year basis or as otherwise agreed to by the parties, provided the amount paid by the City of Dublin to the County of Alameda is adjusted annually to reflect increases/decreases to the costs connected with providing the services.

5) Periodic Activity Reports: Activity reports will be provided by the County Librarian to the designated City Staff on a quarterly basis to coincide with the issuance of quarterly billing statements. Dublin City Council or City Staff may request additional reports or presentations at any time.

6) Option to Terminate or Renegotiate Agreement: In the event that either party determines that it no longer has sufficient funding or staffing to meet the obligations of this agreement, that party may terminate or renegotiate this Agreement by giving at least thirty (30) days written notice.

7) Liability:
a) No persons engaged in the performance of services and functions under this Agreement shall be considered City employees or gain rights to City pension, Civil service, or other City employment status or right by way of this Agreement.

b) The City shall not be called upon to assume any liability for the direct payment of any salary, wage, or other compensation to any County personnel performing services hereunder for the City, or any liability other than that provided for in this Agreement.

Except as herein otherwise specified, the City shall not be liable for compensation or indemnity to any County employee for injury or sickness arising out of his/her employment.

c) The County will assume liability and pay cost of defense and hold the City harmless from loss, costs, or expenses caused by the negligent or wrongful act or omission of County officers, agents, and employees occurring in the performance of agreements between the parties hereto to the extent that such liability is imposed on the City by the provisions of Section 895.2 of the Government Code of the State of California.

d) The County will, at its own cost and expense, procure insurance for its Library events held in the Dublin Library Parking Lot area in entirety in connection with this agreement.

The County will furnish insurance certificates to City prior to the event date.

e) The City will assume liability and pay costs of defense and hold the County harmless from loss, costs, or expenses caused by the negligent or wrongful act or omission of City officers, agents, and employees occurring in the performance of agreements between the parties hereto to the extent that such liability is imposed on the County by the 172

Page 3 of 5 ends

provisions of Section 895.2 of the Government Code of the State of California.

f) The provisions of this paragraph shall apply only to liability arising out of the performance by the Parties of their obligations under this Agreement.

8) Notices: Notices pertaining to this agreement shall be sent to the following:

CITY: COUNTY:

City Manager President, Board of Supervisors

CITY OF DUBLIN COUNTY OF ALAMEDA
100 Civic Plaza Administration Building
Dublin, CA 94568 1221 Oak Street
Oakland, CA 94612

County Librarian

ALAMEDA COUNTY LIBRARY
2450 Stevenson Boulevard
Fremont, CA 94538

173

Page 4 of 5 ends

IN WITNESS WHEREOF:

The parties hereto have executed this Agreement the day and year first above written, and County has hereunto caused its corporate name to be signed by its President of the Board of Supervisors, who is hereunto duly authorized the day and year first above written.

CITY OF DUBLIN COUNTY OF ALAMEDA

By: _______________________ By: ____________________________ Mayor President of the Board of Supervisors
City of Dublin County of Alameda
State of California State of California

Date: ___________________________ Date: __________________________

ATTEST:

By: ___________________________ By: __________________________ City Clerk Clerk of the Board of Supervisors

APPROVED AS TO FORM APPROVED AS TO FORM

By: ___________________________ By: __________________________ City Attorney Deputy County Counsel

174

Page 5 of 5 ends

DUBLIN LIBRARY
FY 2025-26 Projected Budget

EXPENSES:

Branch Personnel (18.80 FTE) $ 2,172,291
Services & Supplies $ 525,000
*All other Direct Cost $ 2,347,436
Total Direct Costs (Sub Total) $ 5,044,727
**Admin. Cost $ 1,734,043
GRAND TOTAL $ 6,778,770

*Direct Cost include share of Material costs, ITD cost and cost of Learning Group Services (Bookmobile: Literacy: Senior Services and Services to those with Disability) **System Wide Support includes the shared cost of Administration.

REVENUE:

County Library Property Tax $ 5,572,157 (28 Base Hours) (Collection in Dublin)
City Contract $ 703,836 ( 23 Add. Hours)
Other County Library Funds $ 502,777
GRAND TOTAL $ 6,778,770

175

STAFF REPORT

CITY COUNCIL

Page 1 of 4 ends

Agenda Item 5.8
DATE: June 3, 2025

TO: Honorable Mayor and City Councilmembers

FROM: Colleen Tribby, City Manager

SUBJECT:

Agreement with Waste Management of Alameda County, Inc. for Organics and Solid Waste Post-Collection Services
Prepared by: Michelle Sung, Environmental Technician

EXECUTIVE SUMMARY:

The City Council will consider approving an agreement with Waste Management of Alameda County, Inc. for organics and solid waste post-collection services.

STAFF RECOMMENDATION:

Adopt the Resolution Approving an Agreement with Waste Management of Alameda County, Inc. for Organics and Solid Waste Post-Collection Services.

FINANCIAL IMPACT:

The agreement includes a per-ton fee that will be assessed on Amador Valley Industries (AVI), the City’s franchise waste hauler, for the cost of processing organics and disposing solid waste collected within the City of Dublin. The per-ton fee is a pass-through charge that AVI recovers through the rates assessed upon Dublin residents and businesses for solid waste collection services. The processing costs are a minor portion of the overall solid waste collection services rates.

DESCRIPTION:

Background
On December 6, 2004, the City Council adopted Resolution 224-04 authorizing the execution of a Disposal Service Agreement with Waste Management of Alameda County for landfill disposal services at the Altamont Landfill located in Livermore. The initial contract term of July 1, 2005 through June 30, 2015, included an option for a one-time, 10-year extension. On April 7, 2015, the City Council adopted Resolution 41-15, approving a first amendment to the Disposal Service Agreement that extended the term to June 30, 2025.

The City does not have an agreement for post-collection processing of organic materials or 176

Page 2 of 4 ends

recyclable materials. Amador Valley Industries (AVI), now owned by Livermore Sanitation, Inc. (LSI), is the City’s franchise hauler of solid waste, recyclable, and organic materials. Prior to the assignment of the AVI franchise agreement to LSI, AVI relied on organics processing agreements and recyclable processing agreements held by AVI’s former affiliates. AVI did not have a first-party agreement for organics or recyclable post-collection processing. On August 20, 2024, the City Council adopted Resolution 97-24 approving the assignment of AVI and authorizing the execution of a new Amended and Restated Collection Services Agreement with AVI that included the incorporation of mitigation measures identified in the Franchise Assignment Review (Attachment 3).

Franchise Assignment Review, Mitigation II.B.2.c, required AVI to guarantee processing capacity for the City’s organic materials and recyclable materials through June 30, 2025, and notified AVI that the City desires to enter into its own first-party agreement for both organics processing and recyclable processing. After June 30, 2025, and until the City enters into first- party agreements for organics processing and recyclable processing, AVI is required to continue to deliver organic and recyclable materials to the approved facilities in accordance with the franchise agreement.

Because the Disposal Service Agreement with Waste Management for landfill materials is expiring on June 30, 2025, and because Waste Management can also provide post-collection processing of organics at the same facility as their post-collection processing of landfill solid waste, City Staff and consultants pursued a new agreement that combines both landfill and organics services. Staff is also working on a separate agreement for post-collection service for recyclable materials. The recyclables agreement will be considered by the City Council at a future date.

Statutory Authority and Review of Proposals
Public Resources Code Section 40059 provides that a local governmental agency is authorized to determine all aspects of solid waste handling that are of local concern, including but not limited to, frequency of collection, means of collection and transportation, level of services, charges and fees, and nature, location, and extent of providing solid waste handling services, with or without competitive bidding for the public health, safety, and well-being of the City.

Staff reviewed proposals from the two entities that own and manage landfills in Alameda County, Republic Services Vasco Road, LLC (Republic Services) and Waste Management.

Proposals were restricted to operators of Alameda County landfills to minimize haul distances and to ensure appropriate tip fees are collected per the requirements of the Alameda County Waste Reduction and Recycling Initiative (Measure D). Measure D is a 1990 voter approved measure intended to provide funds for the planning and implementation of comprehensive source reduction and recycling programs to divert materials from landfill.

The Republic Services proposal included solid waste disposal at the Vasco Road Landfill located in Livermore and organics processing at the Forward Compost Facility located in Manteca. The Waste Management proposal included solid waste disposal at the Altamont Landfill and organics processing at the Altamont Compost Facility, also located in Livermore. 177

Page 3 of 4 ends

The proposals had the same terms, with the key difference being the rates, as shown in Table 1 and described in detail below.

Table 1. Rate Comparisons
Fee (Per Ton) Republic Services Waste Management
Government Fee $19.93 $20.12
Disposal Fee $31.97 $29.00
Total Solid Waste Tip Fee $51.90 $49.12
Organics Processing $125 (mixed organics) $80 (mixed organics)/$120 (commercial food scraps)

The total cost per ton of waste disposed at the landfill consists of two fees: the Government Fee and the Disposal Fee. The Government Fee is fixed, and the Disposal Fee is compensation for disposal services paid to the landfill facility. Republic Services proposed a tipping fee of $51.90 per ton, comprising the $19.93 per ton Government Fee and the $31.97- per-ton Disposal Fee. Waste Management proposed a tipping fee of $49.12, comprising the $20.12-per-ton Government Fee and the $29.00-per-ton Disposal Fee.

For organics processing, Republic Services proposed a $125-per-ton fee for mixed organics processing, which includes transport from the Vasco Road Landfill to the Forward Compost Facility. Waste Management proposed an $80-per-ton fee for commingled (mixed) organics materials processing (residential organics and commercial green waste) and a $120-per-ton fee for commercial food scraps processing at the Altamont Compost Facility Monday through Friday.

Based on current solid waste and organics tonnages collected by AVI, the estimated annual cost for organics and solid waste post-collection services with Waste Management is approximately $360,000 lower than the proposal provided by Republic Services.

Contract Provisions
The key provisions of the Waste Management Organics and Solid Waste Post-Collection Services Agreement include:
 Contract Term. The contract term is set for 10 years. After the initial 10-year term, the City and Waste Management may mutually agree to extend the term of the agreement for up to an additional 10 years.
 Annual Base Fee Escalation. The annual per-ton rate escalation will be tied to the San Francisco-Oakland-Hayward CPI-U, ensuring the rate increases are predictable and aligned with regional inflation.
 Opportunities for Partnerships. The agreement includes climate and disaster resiliency response and potential for extended producer responsibility programs, enhancing the City’s long-term disaster response and sustainability goals.  Education and Outreach. Waste Management will have a supporting role in education and outreach related to proper sorting by providing data and information about what happens to materials after collection and which materials are not able to be effectively 178

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composted.
 Assistance with meeting the City’s Senate Bill (SB) 1383 Recovered Organic Waste Product Procurement Requirements. Waste Management will serve as a broker for the City in procuring compost to meet the City’s annual SB 1383 recovered organic waste product procurement requirements throughout the term of the agreement.

This requirement will be met through a direct service provider arrangement, where the City will receive SB 1383 credit for compost purchases made by a third party, or Waste Management will directly deliver compost to the City for City use.

STRATEGIC PLAN INITIATIVE:

Strategy 5: Long-Term Infrastructure and Sustainability Investments Objective C: Continue to make progress on the Climate Action Plan and sustainable operations.

NOTICING REQUIREMENTS/PUBLIC OUTREACH:

The City Council Agenda was posted.

ATTACHMENTS:

1) Resolution Approving an Agreement with Waste Management of Alameda County, Inc. for Organics and Solid Waste Post-Collection Services
2) Exhibit A to the Resolution – Agreement with Waste Management of Alameda County, Inc. for Organics and Solid Waste Post-Collection Services
3) Franchise Assignment Review – Amador Valley Industries, LLC. 179
Attachment 1
Reso. No. XX-25, Item X.X, Adopted XX/XX/2025 Page 1 of 2 RESOLUTION NO. XX – 25

A RESOLUTION OF THE CITY COUNCIL

OF THE CITY OF DUBLIN

APPROVING AN AGREEMENT WITH WASTE MANAGEMENT OF ALAMEDA COUNTY, INC. FOR ORGANICS AND SOLID WASTE POST-COLLECTION SERVICES

WHEREAS, on January 12, 2005, the City of Dublin entered into an agreement with Waste Management of Alameda County, Inc. for solid waste disposal services commencing July 1, 2005, through June 30, 2015; and

WHEREAS, on April 7, 2015, an amendment to the agreement with Waste Management of Alameda County, Inc. was executed to extend the term to June 30, 2025; and

WHEREAS, pursuant to California Public Resources Code Section 40059 , a local governmental agency is authorized to determine all aspects of solid waste handling that are of local concern, whether the services are to be provided by means of nonexclusive franchise, contract, license, permit, or otherwise, either with or without competitive bidding; and

WHEREAS, to protect the public health, safety, and well -being of the residents and businesses in Dublin , the City desires to enter into an agreement for organics and solid waste post-collection services with a qualified Contractor to provide for the processing of organic materials and disposal of solid waste collected within the City of Dublin; and

WHEREAS, the City received proposals from Republic Services Vasco Road, LLC and Waste Management of Alameda County, Inc.; and

WHEREAS, the City has found and determined, based on the proposal, demonstrated experience, reputation, and reasonable and competitive costs, that Waste Management of Alameda County, Inc., is best able to provide organics and solid waste post collection services in accordance with Applicable Law.

NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does hereby approve the Agreement with Waste Management of Alameda Count y, Inc. for Organics and Soild Waste Post-Collection Services, attached hereto as Exhibit A.

BE IT FURTHER RESOLVED that the City Manager, or designee, is authorized to execute the Agreement, attached hereto as Exhibit A, and make any necessary, non-substantive changes to carry out the intent of this Resolution.

{Signatures on the following page}

180
Reso. No. XX-25, Item X.X, Adopted XX/XX/2025 Page 2 of 2

PASSED, APPROVED AND ADOPTED this 3rd day of June 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

______________________________
Mayor
ATTEST:

_________________________________
City Clerk

181
AG

REEMENT

BETWEEN

CITY OF DUBLIN
AND
WASTE MANAGEMENT OF ALAMEDA COUNTY, INC.

FOR

ORGANICS AND SOLID WASTE

POST-COLLECTION SERVICES
JUN
E 3, 2025
Attachment 2
Exhibit A to the Resolution
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JUNE 2025 Page i City of Dublin Post Collection Agreement

TABLE OF CONTENTS
RECITALS ...................................................................................................................... 1 ARTICLE 1. GRANT AND ACCEPTANCE OF EXCLUSIVE RIGHTS ........................... 2

1.1 Grant and Acceptance of Exclusive Rights .................................................... 2

1.2 Scope Limitations and Exclusions ................................................................. 3

1.3 Obligations of Parties ..................................................................................... 4 ARTICLE 2. TERM OF AGREEMENT ............................................................................ 5

2.1 Term and Option to Extend ............................................................................ 5

2.2 Conditions to Effectiveness of Agreement ..................................................... 5 ARTICLE 3. SCOPE OF AGREEMENT ......................................................................... 6

3.1 Summary Scope of Services .......................................................................... 6

3.2 Use of Approved Facilities ............................................................................. 7

3.3 Subcontracting ............................................................................................... 7

3.4 Responsibility for Materials ............................................................................ 7

3.5 City-Directed Changes to Scope .................................................................... 8

3.6 No Tonnage Obligation or Limit on Waste Prevention ................................... 9

3.7 Extended Producer Responsibility Programs ............................................... 10 ARTICLE 4. SCOPE OF SERVICES ............................................................................ 11

4.1 Approved Facilities ...................................................................................... 11

4.2 Organic Materials Processing ...................................................................... 12

4.3 Solid Waste and Residue Disposal .............................................................. 15

4.4 Climate and Disaster Resiliency .................................................................. 16

4.5 Material Marketing ....................................................................................... 17

4.6 Public Education and Outreach ................................................................... 17 ARTICLE 5. STANDARD OF PERFORMANCE ........................................................... 18

5.1 General ........................................................................................................ 18

5.2 Operation Standards .................................................................................... 18

5.3 Vehicle & Equipment Requirements ............................................................ 25

5.4 Personnel ..................................................................................................... 25

5.5 Contract Management ................................................................................. 26 ARTICLE 6. RECORDKEEPING AND REPORTING ................................................... 27

6.1 Recordkeeping ............................................................................................. 27

6.2 Report Submittal Requirements ................................................................... 27

6.3 Late and Incorrect Reports .......................................................................... 28 ARTICLE 7. CITY REIMBURSEMENTS ....................................................................... 29

7.1 City Right to Establish Fees ......................................................................... 29

7.2 Other Reimbursements ................................................................................ 29

7.3 Adjustment To Reimbursements .................................................................. 29

7.4 Payment Schedule and Late Fees ............................................................... 29 184

JUNE 2025 Page ii City of Dublin Post Collection Agreement ARTICLE 8. CONTRACTOR’S COMPENSATION AND RATE SETTING ................... 30

8.1 General ........................................................................................................ 30

8.2 Remittances to Contractor ........................................................................... 30

8.3 Per-Ton Rates ............................................................................................. 31

8.4 Extraordinary Rate Adjustments .................................................................. 34 ARTICLE 9. INDEMNITY, INSURANCE, AND PERFORMANCE BOND ..................... 37

9.1 Indemnification ............................................................................................. 37

9.2 Insurance ..................................................................................................... 40

9.3 Performance Bond ....................................................................................... 43

9.4 Corporate Guaranty ..................................................................................... 44 ARTICLE 10. DEFAULT AND REMEDIES ................................................................... 44

10.1 Events of Default ......................................................................................... 44

10.2 Right to Terminate Upon Uncured Default ................................................... 46

10.3 City’s Remedies In the Event of Default ....................................................... 47

10.4 Possession of Records Upon Termination ................................................... 47

10.5 City's Remedies Cumulative; Specific Performance .................................... 48

10.6 Performance Standards and Liquidated Damages ...................................... 48

10.7 Excuse from Performance ........................................................................... 49

10.8 Right to Demand Assurances of Performance ............................................. 50

10.9 Dispute Resolution ....................................................................................... 51

10.10 Contractor’s Corporate Status ..................................................................... 51

10.11 Cooperation and Disputes Between Contractors ......................................... 52 ARTICLE 11. REPRESENTATIONS AND WARRANTIES OF THE PARTIES ............ 52

11.1 Acts Necessary to Perform Service ............................................................. 52

11.2 Contractor’s Corporate Authorization ........................................................... 53

11.3 Agreement Will Not Cause Breach .............................................................. 53

11.4 No Litigation ................................................................................................. 53

11.5 No Adverse Judicial Decisions ..................................................................... 53

11.6 No Legal Prohibition .................................................................................... 54

11.7 Contractor’s Ability to Perform ..................................................................... 54 ARTICLE 12. OTHER AGREEMENTS OF THE PARTIES .......................................... 54

12.1 Relationship of Parties ................................................................................. 54

12.2 Financial Interest ......................................................................................... 54

12.3 Prohibition Against Gifts ............................................................................... 54

12.4 Nondiscrimination ........................................................................................ 55

12.5 Compliance with Law ................................................................................... 55

12.6 Governing Law ............................................................................................. 55

12.7 Jurisdiction ................................................................................................... 55

12.8 Binding on Successors ................................................................................ 55

12.9 Assignment .................................................................................................. 55

12.10 No Third-Party Beneficiaries ........................................................................ 57

12.11 Waiver .......................................................................................................... 57

12.12 Notice Procedures ....................................................................................... 57

12.13 Representatives of the Parties ..................................................................... 58 185

JUNE 2025 Page iii City of Dublin Post Collection Agreement ARTICLE 13. MISCELLANEOUS AGREEMENTS....................................................... 58

13.1 Entire Agreement ......................................................................................... 58

13.2 Section Headings ......................................................................................... 58

13.3 References to Laws ..................................................................................... 59

13.4 Amendments ................................................................................................ 59

13.5 Severability .................................................................................................. 59

13.6 Counterparts ................................................................................................ 59

13.7 Exhibits ........................................................................................................ 59

LIST OF EXHIBITS
A. Definitions
B. Performance Bond
C. Accepted Organic Materials
D. Reporting Requirements
E. Initial Rates for Post-Collection Services
F. Performance Standards and Liquidated Damages
G. Reserved
H Corporate Guaranty
I. Approved Subcontractors and Secondary Processing Facilities J. Contractor’s Proposed Tonnage and Residue Plan

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AGREEMENT 1
BETWEEN 2
CITY OF DUBLIN 3
AND 4
WASTE MANAGEMENT OF ALAMEDA COUNTY, INC. 5
FOR 6
ORGANICS AND SOLID WASTE POST-COLLECTION SERVICES 7
8 THIS AGREEMENT is made and entered into as of June 3 , 2025 between the City of Dublin, California, a 9 political subdivision of the State of California (hereinafter the “City”), and Waste Management of Alameda 10 County, Inc., (hereinafter referred to as “Contractor”). 11 RECITALS 12
This Agreement is entered into with reference to the following facts and circumstances: 13 WHEREAS, the Legislature of the State of California, by enactment of the California Integrated Waste 14 Management Act of 1989 (AB 939) (California Public Resources Code Section 40000 et seq.), has declared 15 that it is in the public interest to authorize and require local agencies to make adequate provisions for 16 Solid Waste services within their jurisdiction; 17
WHEREAS, the State of California has found and declared that the amount of refuse generated in 18 California, along with diminishing D isposal capacity , potential adverse environmental impacts from 19 landfilling, and the need to conserve natural resources, has created an urgent need for State and local 20 agencies to enact and implement an aggressive integrated waste management program . The State has, 21 through enactment of AB 939 and subsequent related legislation including, but not limited to : the Jobs 22 and Recycling Act of 2011 (AB 341), the Event and Venue Recycling Act of 2004 (AB 2176), SB 1016 23 (Chapter 343, Statutes of 2008 [Wiggins, SB 1016]), the Mandatory Commercial Organics Recycling Act of 24 2014 (AB 1826), and the Short-Lived Climate Pollutants Bill of 2016 (SB 1383), AB 1594, AB 1201, SB 343, 25 and the Plastic Pollution Prevention and Packaging Producer Responsibility Act (SB 54), directed the 26 responsible State agency, and all local agencies, to promote Diversion and to maximize the use of feasible 27 waste reduction, reuse, Recycling, and Composting options in order to reduce the amount of refuse that 28 must be Disposed; 29
WHEREAS, SB 1383 establishes regulatory requirements for jurisdictions, Generators, haulers, Solid Waste 30 facilities, and other entities to support achievement of State -wide Organic Waste Disposal reduction 31 targets; 32
WHEREAS, in response to the Governor signing Executive Order N -79-20, the California Air Resources 33 Board has established regulations, including, but not limited, the Advanced Clean Fleets Rule, as part of a 34 188

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strategy to transition fleets to zero emissions vehicles (ZEVs), and provisions of such regulations apply to 35 Contractor’s vehicle fleet under this Agreement; 36
WHEREAS, pursuant to California Public Resources Code Section 40059(a)(2), the City has determined that 37 public health, safety, and wellbeing require that an exclusive right be awarded to a qualified C ontractor 38 to provide for the Processing of Organic Materials; for the Disposal of Solid Waste; and other services 39 related to meeting the City’s economic and environmental goals; 40 WHEREAS, the City further declares its intent to approve and maintain reasonable Rates for the Processing 41 and Disposal of Organic Materials and Solid Waste; 42
WHEREAS, the City desires, having determined that Contractor, by demonstrated experience, reputation, 43 and capacity, is qualified to provide for the Processing of Organic Materials and Disposal of Solid Waste, 44 generated within the corporate limits of the City, and that Contractor be engaged to perform such services 45 on the basis set forth in this Agreement; 46
WHEREAS, the City and Contractor have attempted to address conditions affecting their performance of 47 services under this Agreement but recognize that reasonably unanticipated conditions may occur during 48 the Term of this Agreement that will require the Parties to meet and confer to reasonably respond to such 49 changed conditions; and, 50
WHEREAS, under Municipal Code Chapter 5.32 , the City may enter into a contract for the Processing 51 and/or Disposal of all refuse in and from the City and the collection of Rates therefore, and the City Council 52 is authorized to enter into such contract with any terms it deems necessary to protect the best interests 53 of the City. 54
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained in this 55 Agreement and for other good and valuable consideration, the Parties agree as follows: 56 ARTICLE 1. 57
GRANT AND ACCEPTANCE OF EXCLUSIVE 58
RIGHTS 59

1.1 GRANT AND ACCEPTANCE OF EXCLUSIVE RIGHTS 60
By the signing of this Agreement, the City grants to Contractor and Contractor accepts an exclusive right 61 to Process and Dispose of all City Delivered Materials for which they have been awarded service . The 62 rights granted to Contractor shall be for the scope of services described in this Agreement, except where 63 otherwise precluded by Federal, State, and local laws and regulations. 64 This Agreement and scope of these exclusive rights shall be interpreted to be consistent with Applicable 65 Law, now and during the Term of the Agreement . If future judicial interpretations of current law or new 66 laws, regulations, or judicial interpretations limit the ability of the City to lawfully contract for the scope 67 of services, in the manner consistent with all provisions as specifically set forth herein, Contractor agrees 68 that the scope of the Agreement will be limited to those services and materials which may be lawfully 69 included herein , and that the City shall not be responsible for any lost profits or losses claimed by 70 Contractor to arise out of limitations to the scope or provisions of the Agreement set forth herein. In such 71 189

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an event, it shall be the responsibility of Contractor to minimize the financial impact of such future judicial 72 interpretations or new laws, and Contractor may meet and confer with the City and may petition for a n 73 extraordinary Rate adjustment pursuant to Section 8.4. 74

1.2 SCOPE LIMITATIONS AND EXCLUSIONS 75
The award of this Agreement shall not preclude the categories of Organic Materials and Solid Waste listed 76 below from being Collected by Persons other than the Collection Contractor, and Accepted, Transferred, 77 Transported, Processed, or Disposed by Persons other than Contractor, provided that nothing in this 78 Agreement is intended to or shall be construed to excuse any Person from obtaining any authorization 79 from the City that is otherwise required by law: 80
A. Self-Hauled Materials. Organic Materials and/or Solid Waste , generated in or on a Commercial 81 business Owner’s or Resident’s own Premises, may be Disposed of with their own vehicle so long as 82 they are in compliance with the City’s Municipal Code. 83 B. Donated or Sold Materials. Any items that are Source Separated at any Premises by the Generator 84 and sold or donated to other Persons, including youth, civic, or charitable organizations. 85 C. Edible Food Recovery. Edible food that is Collected from a Generator by other Person(s) for the 86 purposes of food recovery; or that is Self-Hauled by the Generator to another Person(s) for the 87 purposes of food recovery, regardless of whether the Generator donates, sells, or pays a fee to the 88 other Person(s) to Collect or receive the edible food. Contractor shall cooperate with and shall not 89 impede, interfere, or attempt to impede or interfere with the implementation, expansion, or 90 operation of food recovery program efforts in the City. 91 D. Food Scraps for Animal Feed. Food Scraps that are separated by the Generator and used by the 92 Generator or distributed to other Person(s) for lawful use as animal feed, in accordance with 14 CCR 93 Section 18983.1(b)(7). Food Scraps intended for animal feed may be Self- Hauled by Generator or 94 hauled by another party. 95
E. Materials That Collection Contractor Does Not Collect and/or Contractor Does Not Divert. Organic 96 Materials or Solid Waste which the Collection Contractor is not required to Collect for Diversion 97 under the Collection Agreement as of the Effective Date of this Agreement that subsequently, in 98 the City’s reasonable judgment, become economically feasible to Collect for Diversion. In such 99 event, the City may provide for Collection, Processing, and Diversion of such materials in any 100 manner it deems appropriate. Such materials may include, but shall be limited to, Organic Materials 101 which the Collection Contractor would otherwise Collect for Disposal. 102 F. Beverage Containers. Containers delivered for Recycling under the California Beverage Container 103 Recycling and Litter Reduction Act, Section 14500 et seq. of the California Public Resources Code. 104 G. Materials Removed by Customer’s Contractor as Incidental Part of Services . Organic Materials 105 and/or Solid Waste removed from a Premises by a contractor (e.g., gardener, landscaper, tree -106 trimming service, construction contractor, or Residential clean-out service) as an incidental part of 107 the service being performed, rather than as a separately contracted or subcontracted hauling 108 service; or if such contractor is providing a service which is not included in the scope of this 109 Agreement or the Collection Agreement. 110
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H. In-Place Composting. Organic Materials Composted or otherwise legally managed at the site where 111 it is generated (e.g., backyard Composting, onsite anaerobic digestion , or at a Community 112 Composting site). 113
I. Animal, Grease Waste, and Used Cooking Oil . Animal waste and remains from slaughterhouse or 114 butcher shops, grease, or used cooking oil. 115
J. Sewage Treatment By-Product. Byproducts of sewage treatment, including Sludge, Sludge ash, grit, 116 and screenings. 117
K. Exempt Waste. Exempt Waste, regardless of its source. 118 L. Materials Generated by State and County Facilities. Materials generated by State and County 119 facilities located in the City , provided that the Generator S elf-Hauls, has arranged services with 120 other Persons, or has arranged services with Contractor through a separate agreement. 121 M. Climate and Disaster Resiliency Debris. Debris generated as result of a wartime, natural, physical, 122 or other disaster that the Collection Contractor is unable to Collect and/or Contractor is unable to 123 Process or Dispose of within a reasonable timeframe , as determined by the City , or that the City 124 directs the Collection Contractor or Contractor to not Collect, Process, or Dispose in accordance 125 with Section 4. 4 of this Agreement and in accordance with the Collection Agreement. The City 126 reserves the right to enter into a third -party agreement to provide disaster debris Collection and 127 Post-Collection services that augment those provided by Contractor or the Collection Contractor. 128 N. Extended Producer Responsibility Programs. If an Extended Producer Responsibility Program 129 requires special handling or unique Processing services that are not currently provided by 130 Contractor, and Contractor is unable or unwilling to provide such required handling or services, 131 then, subject to the provisions of the Collection Agreement and Section 3.5, Section 3.7, and Section 132

8.4 of this Agreement, other Persons may Accept, Transfer, Transport, Process, Divert and/or 133 Dispose of such Organic Materials. 134
Contractor acknowledges and agrees that the City may permit other Persons besides Contractor to Accept, 135 Transfer, Transport, Process, or Dispose of any and all types of materials excluded from the scope of this 136 Agreement, as set forth above, without seeking or obtaining approval of Contractor. If Contractor can 137 produce evidence that other Persons are providing Post -Collection Services in a manner that is not 138 consistent with this Agreement or the City’s Code, it shall report the location, name, and phone number 139 of the Person or company to the City’s Contract Manager, along with Contractor’s evidence. In such case, 140 the City may notify the Person providing such services that are in violation of Contractor’s rights under 141 this Agreement, and Contractor shall have the right to take legal action to enforce its rights under this 142 Agreement. 143

1.3 OBLIGATIONS OF PARTIES 144
In addition to the specific performance required under the Agreement, the City and Contractor shall: 145 A. Provide timely notice to one another of a perceived failure to perform any obligations under this 146 Agreement and timely access to information demonstrating the other Party’s failure to perform. 147 B. Provide timely access to the City Representative and Contractor’s designated representative. 148 191

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C. Provide complete and timely responses to requests of the other Party. 149 D. Provide timely notice of matters that may affect either Party’s ability to perform under the 150 Agreement. 151
ARTICLE 2. 152
TERM OF AGREEMENT 153

2.1 TERM AND OPTION TO EXTEND 154
The Term of this Agreement shall commence on July 1, 2025 (“Commencement Date”) and continue in 155 full force for a period of ten (10) years , through and including June 30, 2035, unless the Agreement is 156 extended in accordance with this Section or terminated pursuant to Section 10.2. 157 The City and Contractor may agree in writing to extend the Term of the Agreement in one- (1-) year 158 increments for up to a total of ten (10) years beyond the initial Term, through and including June 30, 2045. 159 The City must offer Contractor an extension of this Agreement in writing no later than one (1) year before 160 the then -current Agreement expiration date. Upon receiving an extension offer(s), Contractor shall 161 provide written notice to the City as to whether Contractor accepts or rejects the City’s offer within thirty 162 (30) Working Days of the date of the offer. If Contractor fails to provide such notice to the City within said 163 thirty (30) Working Days, the City’s offer shall be deemed withdrawn and the City shall have no obligation 164 to extend the Term of this Agreement beyond the then-current Agreement expiration date. If the Term of 165 this Agreement is extended by mutual agreement as outlined within this paragraph , the compensation 166 provisions of Article 8 shall be subject to negotiation. 167 Between the Effective Date and Commencement Date, Contractor shall perform all activities necessary to 168 prepare itself to start providing services required by this Agreement on the Commencement Date. 169

2.2 CONDITIONS TO EFFECTIVENESS OF AGREEMENT 170
The obligation of the City to permit this Agreement to become effective and perform its undertakings 171 provided for in this Agreement is subject to the satisfaction of all the conditions below, each of which may 172 be waived, in written form only, in whole or in part by the City. 173 A. Accuracy of Representations. Contractor’s representations and warranties made in Article 11 of 174 this Agreement are true and correct on and as of the Effective Date. 175 B. Furnishings of Insurance and Performance Bond. Contractor has furnished evidence of the 176 insurance and performance bond required by Article 9 that is satisfactory to the City. 177 C. Absence of Litigation. To the best of Contractor’s knowledge, after reasonable investigation, there 178 is no action, suit, proceeding, or investigation, at law or in equity, before or by any court or 179 governmental authority, commission, board, agency , or instrumentality decided, pending, or 180 threatened against Contractor wherein an unfavorable decision, ruling, or finding, in any single case 181 or in the aggregate, would: 182

1. Materially adversely affect the performance by Contractor of its obligations hereunder. 183 192

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2. Adversely affect the validity or enforceability of this Agreement. 184

3. Materially adversely affect the financial condition of Contractor, or any surety or entity 185 guaranteeing Contractor’s performance under this Agreement. 186 D. Permits Furnished. Contractor has provided the City with copies of all permits necessary for 187 operation of all Approved Facilities owned or operated by Contractor or any Subcontractor for use 188 under the terms of this Agreement. 189
E. Legal Challenge. Contractor understands and acknowledges that the award of this Agreement may 190 be subject to review and repeal by the City’s citizens, through a referendum or similar petition, and 191 various types of legal and environmental challenges (such referenda, similar petition, and legal and 192 environmental challenges shall be referred to collectively as “Legal Challenges”). Accordingly, this 193 Agreement shall not become effective until the City Manager o r the City Manager’s designee 194 reasonably determines that: (i) any Legal Challenges that had been initiated as of the time of such 195 determination have been resolved in favor of the City’s award of this Agreement to Contractor; and, 196 (ii) the deadline to initiate any additional Legal Challenges has expired; provided, however, that 197 Contractor shall be entitled to rescind this Agreement upon thirty (30) calendar days’ prior written 198 notice to the City Manager if such determination is not made within seventy-five (75) calendar days 199 after City Council approval of the Agreement. 200
F. Directed Flow of City Delivered Materials. The City has entered into a franchise agreement with 201 the Collection Contractor for Collection of City Delivered Materials. To the extent that such 202 materials are Collected by the Collection Contractor on or before the Commencement Date, the 203 City shall direct the Collection Contractor through that agreement to the appropriate Approved 204 Facilities as required under this Agreement. 205
ARTICLE 3. 206
SCOPE OF AGREEMENT 207

3.1 SUMMARY SCOPE OF SERVICES 208
Contractor or its Subcontractor(s) shall be responsible for the following: 209 A. Receiving, Accepting, and safely and lawfully Process ing Organic Materials and Disposing of Solid 210 Waste and Organic Materials Processing Residue from City Delivered Materials at the Approved 211 Facility(ies) in accordance with Article 4 and Applicable Law. Contractor’s failure to specifically 212 require an act necessary to perform the Post -Collection Services does not relieve Contractor of its 213 obligations to perform such act or services. 214
B. Performing all other services required by this Agreement, including, but not limited to, billing, public 215 education, recordkeeping, and reporting pursuant to Article 4, Article 5, Article 6, and Article 8. 216 C. Furnishing all labor, supervision, vehicles, Containers, other equipment, materials, supplies, and all 217 other items and services necessary to perform Contractor’s obligations under this Agreement. 218 D. Paying all expenses related to the provision of services required by this Agreement , including, but 219 not limited to, taxes, regulatory fees (including City Reimbursements), and utilities. 220 193

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E. Performing or providing all services necessary to fulfill Contractor’s obligations in full accordance 221 with this Agreement and the performance standards contained within at all times, using best 222 industry practice for comparable operations. 223
F. Complying with all Applicable Laws. 224
The enumeration and specification of particular aspects of service, labor, or equipment requirements shall 225 not relieve Contractor of the duty to perform all other tasks and activities necessary to fulfill its obligations 226 under this Agreement, regardless of whether such requirements are enumerated elsewhere in the 227 Agreement, unless excused in accordance with Section 10.7. 228

3.2 USE OF APPROVED FACILITIES 229
Contractor, without constraint and as a free-market business decision in accepting this Agreement, agrees 230 to use the Approved Facilities for the purposes of performing Post -Collection Services under this 231 Agreement. Such decision by Contractor in no way constitutes a restraint of trade , notwithstanding any 232 Change in Law regarding flow control limitations or any definition thereof. 233

3.3 SUBCONTRACTING 234
Contractor is solely responsible for management and oversight of the activities of all Subcontractor( s). 235 Contractor shall be considered to be in breach or default should the activities of any Subcontractor(s) 236 constitute a breach or event of default under this Agreement. 237 Contractor shall not engage a Subcontractor( s) for Post-Collection Services without the prior written 238 consent of the City Representative, which may be granted subject to their reasonable discretion. As of the 239 Effective Date of this Agreement, the City has approved Contractor’s use of Subcontractor( s) included 240 herein as Exhibit I . Following the Effective Date, if Contractor plans to engage an y Affiliate as a 241 Subcontractor in the provision of services, Contractor shall provide the City Representative with thirty (30) 242 calendar days’ written notification of its plans and provide an explanation of any potential impacts related 243 to the quality, timeliness, or cost of providing services under this Agreement. Contractor shall require that 244 all Subcontractors file an insurance certificate with the City , describing such Subcontractor’s insurance 245 coverage and naming the City as an additional insured. The City Risk Manager may waive or excuse these 246 insurance requirements in its sole discretion. Contractor shall require that all Subcontractors comply with 247 all material terms of this Agreement. 248

3.4 RESPONSIBILITY FOR MATERIALS 249
Once City Delivered Materials are delivered to the Approved Facility(ies) and received and A ccepted by 250 Contractor, ownership and the right to possession of City Delivered Materials will transfer directly from 251 the Collection Contractor or other Person designated to deliver such City Delivered Materials to 252 Contractor, with the exception of Exempt Waste if Contractor can identify the Exempt Waste pursuant to 253 Subsection 5.2.2. For Solid Waste received and Accepted by Contractor at the Approved Disposal Facility, 254 Contractor may retain, Recycle, Process, Dispose of, and otherwise use the City’s Solid Waste in any lawful 255 fashion or for any lawful purpose. Both benefits and Liabilities resulting from ownership and possession 256 will accrue to Contractor. 257
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3.5 CITY-DIRECTED CHANGES TO SCOPE 258
A. General. The City may direct Contractor to perform additional services (including, but not limited 259 to, the performance of additional Diversion activities) or Contractor may propose additional 260 services. Per-Ton Rates will be increased or decreased, in accordance with this Section, to give effect 261 to these adjustments. 262
At any time during the Term of this Agreement, the City may solicit proposals from other Persons 263 for services not contemplated under this Agreement. In the event that contracting with other 264 Persons for such services will reduce Contractor’s Compensation or increase Contractor’s costs 265 under this Agreement, Contractor shall be offered the opportunity to match any other Person’s 266 proposed pricing and provide the added scope of services. However, nothing in this Agreement shall 267 prevent the City from contracting with other Persons in the event that Contractor is unable or 268 unwilling to provide such services at or below the cost proposed by the other Person. The City shall 269 adjust Contractor’s Compensation for any demonstrable change in direct costs or revenue resulting 270 from such change, in accordance with Section 8.4. 271
B. Proposal for Modification of Services. Within thirty (30) Working Days of the City’s request for a 272 proposal, or at any time Contractor chooses to propose additional services, Contractor shall present 273 its proposal to modify the existing Post-Collection Services, unless an alternate schedule is mutually 274 agreed upon . A written proposal, at a minimum, shall contain a complete description of the 275 following: 276

1. Methodology to be employed (changes to equipment, labor needs, staffing, etc.). 277

2. Equipment to be utilized (equipment number, types, capacity, age, etc.). 278

3. Labor requirements (changes in number of employees by classification). 279

4. Provision for the program’s publicity, education, or marketing (if appropriate). 280

5. Estimate of the impact of the service modification (increased Diversion Tonnage, reduced 281 costs, increased public service, etc.). 282

6. Five- (5-) year projection of the financial results of the program’s operations in a balance sheet 283 and operating statement format, including documentation of the key assumption underlying 284 the projections and the support for those assumptions, giving full effect to the savings or costs 285 to existing Post-Collection Services. 286
C. City Review. If the City does not review, comment, and approve or disapprove of the modification 287 to the scope of services within ninety (90) Business Days of receiving C ontractor’s proposal, the 288 proposal will be deemed disapproved. The City and Contractor may mutually agree to extend the 289 time period for review due to : (i) the complexity of the scope of service modification under 290 consideration; (ii) the time needed for the review or approval; or, (iii) for other reasonable reasons. 291 The City may request the assistance of an independent third party to review the proposal. 292 Contractor shall pay the reasonable costs of that review if the modification to the scope of Post -293 Collection Services is initiated by Contractor. The City shall pay those costs if the modification to the 294 scope of Post-Collection Services is initiated by the City. For a Contractor- initiated modification to 295 the scope of Post-Collection service, the cost of the review will be estimated in advance of the work 296 and provided to Contractor for comment and agreement to pay. Contractor’s refusal to pay the 297 195

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reasonable cost of review of a Contractor-initiated proposal shall be grounds for the City’s rejection 298 of that proposal. 299
Contractor shall promptly provide operating and business records requested by the City that are 300 reasonably required to verify the reasonableness and accuracy of the impacts associated with a 301 modification to the scope of Post-Collection Services. Contractor shall fully cooperate with the City’s 302 request and provide the City and its agent(s) copies of or access to Contractor’s records. 303 If the City and Contractor are unable to agree on terms and conditions, including compensation 304 adjustments, of modifications to the scope of Post -Collection services within one hundred and 305 twenty (120) Business Days from the City’s receipt of Contractor’s p roposal for such services, the 306 City may permit other Persons to provide such services, provided that such services do not conflict 307 with the exclusivity granted to Contractor under Section 1.1. Nothing herein shall prevent the City 308 from soliciting cost and operating information from other Persons in order to inform the City’s 309 evaluation of Contractor’s proposal. 310
D. Approval of Modification to Scope of Services. Upon City approval or determination, the City shall 311 issue a written notice approving the modification to the scope of Post -Collection services and 312 change to Contractor’s obligations under this Agreement and documenting any change to the Per-313 Ton Rates made in accordance with Section 8.4. The Parties shall then prepare a written 314 amendment to the Agreement documenting any and all changes resulting from the modification to 315 the scope of services. No change in scope of Post -Collection Services , change in Contractor’s 316 obligations, or adjustment in Per -Ton Rates shall become effective absent that City approval or 317 determination. 318

3.6 NO TONNAGE OBLIGATION OR LIMIT ON WASTE PREVENTION 319 Neither the City nor the Collection Contractor is obligated to deliver any specified quantity of Organic 320 Materials or Solid Waste to the Approved Facility(ies). 321 The City maintains programs to reduce the amount of waste intended for Processing and/or Disposal. It 322 is the City’s intent to continue to improve, develop, and enhance existing programs , as well as to 323 implement new programs and services throughout the Term , as it deems necessary , to meet or exceed 324 mandated Diversion program requirements and goals established by AB 939 and subsequent F ederal, 325 State, County, or local legislation , including, but not limited to, the State’s seventy -five percent (75%) 326 Recycling goal established in AB 341, the programmatic requirements of AB 1826, the requirements of SB 327 1383, and the requirements of SB 54. Contractor acknowledges that the characterization and quantity of 328 City Delivered Materials that are delivered to the Approved Facility(ies) will change over the Term and 329 may, over time, be significantly different than that as of the Commencement Date of the Agreement, but 330 the obligation of Contractor to A ccept the City Delivered Materials will continue for the Term of the 331 Agreement, so long as it conforms to the definitions and requirements of this Agreement. 332 Nothing in this Agreement shall, in any manner, prevent, penalize, or impede the City from continuing 333 programs, altering programs, or developing new programs that have the effect of reducing or increasing 334 the amount of City Delivered Materials C ollected and delivered to the Approved Facility(ies) by the 335 Collection Contractor. However, notwithstanding anything to the contrary in this Agreement, during the 336 Term of this Agreement, the City shall direct for deliver y by Collection Contractor all City Delivered 337 Materials to Contractor for Processing and/or Disposal in accordance with this Agreement. 338 196

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3.7 EXTENDED PRODUCER RESPONSIBILITY PROGRAMS 339
A. General. In addition to the services provided by Contractor pursuant to existing Extended 340 Producer Responsibility Programs, including, but not limited to SB 54, the City and Contractor 341 acknowledge that additional or amended Extended Producer Responsibility Programs may be 342 established in the future. The City may request that Contractor participate in an Extended 343 Producer Responsibility Program. Notwithstanding Subs ection 8.4.E, any and all such City 344 requests and/or new requirements related to any Extended Producer Responsibility Program s 345 shall be treated as a change in scope in accordance with Section 3.5 and Subsection 8.4.D and 346 shall not be treated as a Change in Law pursuant to Subsection 8.4.E; provided, however, that 347 Contractor shall be expressly precluded from requesting an e xtraordinary Rate adjustment for a 348 change in scope to the extent Contractor is fully compensated for Processing, Recovery, Diversion, 349 or other direct cost s associated with such Extended Producer Responsibility Program 350 participation. Contractor shall, by default , accept the City’s request to enact the Extended 351 Producer Responsibility program, unless Contractor can demonstrate significant barriers that 352 would make providing such services impracticable. Contractor shall express any objections or 353 concerns during the meet and confer period and provide substantial evidence of such barriers in 354 Contractor’s proposal, for further review by the City. 355 B. Extended Producer Responsibility Program Proposal. Upon the City’s written request, Contractor 356 shall seek out and coordinate with the applicable Stewardship Organization designated for the 357 specified Extended Producer Responsibility Program and shall describe such partnership in its 358 proposal, in addition to the requirements outlined in Section 3.5. In its written request, the City 359 may additionally describe specific information required to be included in Contractor’s proposal, 360 as the City Representative deems reasonably necessary , in relation to the Extended Producer 361 Responsibility Program. The City shall review the proposal and may request additional supporting 362 documentation, calculations, or other information necessary to evaluate Contractor’s proposal 363 for reasonableness and ability to comply with the requirements of the Extended Producer 364 Responsibility Program. The City retains the right to negotiate with Contractor and amend the 365 Agreement to reflect changes in services, as needed, or may reject the proposal without further 366 negotiation. Contractor shall not be compensated for the proposal preparation costs or costs 367 incurred during the negotiation of its proposal. 368
At any time during the Term of this Agreement, the City may solicit proposals from other Persons 369 related to Extended Producer Responsibility Programs, as provided in Subsection 1.2.N. 370 C. Funding Provided Through Extended Producer Responsibility Programs. Contractor’s 371 participation or compliance with Extended Producer Responsibility Programs shall not warrant an 372 increase to Contractor’s Compensation, except as otherwise provided in Subs ection 8.4.D. 373 Contractor shall maintain records of all funding or other resources Contractor receives directly or 374 indirectly through an Extended Producer Responsibility Program. Contractor shall calculate and 375 demonstrate the dollar amount that can be attributed to services provided under this Agreement. 376 Any cost savings identified shall be remitted to the City as either: (i) a direct payment sent to the 377 City within thirty (30) Business Days of Contractor’s receipt of funds; or, (ii) a reduction to the 378 appropriate Per- Ton-Rate(s) that are established in accordance with Article 8, at the City 379 Manager’s or the City Manager’s designee’s sole discretion. Contractor shall include copies of 380 invoices or receipts submitted to or provided by the applicable Stewardship Organization with its 381 payment. 382
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D. Recordkeeping. Contractor shall maintain all operational and financial records related to 383 Extended Producer Responsibility Programs and report such information to the City in accordance 384 with Exhibit D or as otherwise requested by the City Representative. 385 ARTICLE 4. 386
SCOPE OF SERVICES 387
Contractor shall perform the Post -Collection Services and corresponding requirements described in this 388 Article. Failure to specifically require an act necessary to perform the Post-Collection Services under this 389 Agreement does not relieve Contractor of its obligation to perform such act. 390

4.1 APPROVED FACILITIES 391
A. Use of Approved Facility (ies). Contractor shall Accept City Delivered Materials at the appropriate 392 Approved Facility(ies) for each material type and shall comply with all material delivery and 393 Acceptance procedures specified in this Agreement. 394
B. Use of Alternate Facilities. If Contractor is unable to use an Approved Facility due to an emergency 395 or sudden and unforeseen closure of the Approved Facility that is outside the control of Contractor, 396 Contractor shall immediately notify the City Representative and shall use the appropriate Alternate 397 Facility(ies), as defined in Exhibit A. Contractor shall continue to use such Alternate Facility(ies) until 398 the Approved Facility is reopened or the need for the Alternate Facility is abated. Contractor shall 399 notify the City in writing prior to recommencing use of the Approved Facility. During such time, to 400 the extent feasible, Contractor shall continue to comply with the requirements of Article 5. 401 If the need to use an Alternat e Facility is discretionary or for reasons within Contractor’s, or its 402 Subcontractor’s, reasonable control, Contractor’s Compensation shall not be adjusted for any 403 change in costs associated with use of the Alternate Facility and Contractor shall be responsible for 404 any increased costs associated with the direct d elivery of Organic Materials and/or Solid Waste to 405 the Alternate Facility in Collection Contractor vehicles, or any require d Transfer services and 406 associated Transfer costs. Such additional costs shall be paid to the Collection Contractor. If the 407 need to use the Alternate Facility results from reasons beyond Contractor’s, or its Subcontractor’s, 408 reasonable control, the City shall adjust, either up or down, Contractor’s Compensation for changes 409 in Processing or Disposal costs associated with use of the Alternate Facility, and Contractor shall not 410 be responsible for any increased costs associated with the direct d elivery of Organic Materials 411 and/or Solid Waste to the Alternate Facility in Collection Contractor vehicles , or any require d 412 Transfer services and associated Transfer costs. In the event that a change in the Approved 413 Facility(ies) results in increased costs, the City may identify and direct Contractor to an a lternate 414 facility that results in less cost than the Contractor-identified alternate. 415 If Contractor has notified the City in writing, per the requirements above, that Contractor is unable 416 to use the Approved Commerc ial Food Scraps Processing Facility ( Altamont) for Processing 417 Commercial Food Scraps for reasons beyond Contractor’s, or its Subcontractor’s, reasonable 418 control, and the Alternate Commercial Food Scraps Processing Facility has been Accepting all 419 Commercial Food Scraps for more than thirty (30) days, then the City reserves the right , in its sole 420 discretion, to remove Commercial Food Scraps from the exclusive rights of this Agreement as 421 198

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defined in Section 1.1. The City shall notify Contractor in writing prior to the removal of Commercial 422 Food Scraps. 423
Except for the emergency conditions described in this Section, Contractor shall not change its 424 selection of the Approved Facility(ies) without the City’s written approval, which may be withheld 425 in the City’s reasonable discretion. Contractor may use an Alternate Facility (Processing or Disposal) 426 in lieu of the primary Approved Facility , so long as it notifies the City in writing and includes the 427 reason for using the Alternate Facility and expected duration of time for which the Alternate Facility 428 will be used. If Contractor elects to use a facility that is different than the initial Approved 429 Facility(ies) or Alternate Facilities, it shall request written approval from the City Representative 430 sixty (60) calendar days prior to use of the site and obtain the City’s written approval no later than 431 ten (10) calendar days prior to use of the site. The City’s approval may be conditioned on such 432 facility’s ability to guarantee sufficient Transfer, Processing, or Disposal capacity to the City for the 433 period of time proposed by Contractor for use of the proposed facility and the status of such 434 facility’s permits. 435
Contractor is solely responsible for ensuring continued availability of City -approved Alternate 436 Facility(ies) throughout the Term. 437
C. Secondary Processing. Contractor may use the Secondary Processing F acilities listed in Exhibit I . 438 Should Contractor wish to utilize a Secondary Processing Facility to perform services under this 439 Agreement that is not listed in Exhibit I , Contractor shall request approval from the City 440 Representative. Contractor shall provide any requested records, documentation, or other 441 information that the City considers reasonable to evaluate the impact on Post- Collection Services 442 by use of the proposed Secondary Processing F acility. In particular, the City may not approve a 443 facility on the basis of any number of factors , including distance from the City, demonstrated 444 performance of the facility, regulatory and litigation history of the facility, operating track record of 445 the facility, cost of using the facility, consistency of the facility with City, County, or State policy, or 446 any other factor relevant to the City Representative . Contractor shall not commence use of the 447 proposed Secondary Processing Facility without written approval from the City , which will not be 448 unreasonably withheld . Contractor shall document use of all Secondary Processing F acilities in 449 accordance with Exhibit D.3.8 and D.3.9. 450

4.2 ORGANIC MATERIALS PROCESSING 451
A. Processing. Contractor shall A ccept all Organic Materials at the Approved Commingled Organic 452 Materials Processing Facility and Approved Commercial Food Scraps Processing Facility (ies) and 453 shall Process all such material. Contractor shall operate the Approved Commingled Organic 454 Materials Processing Facility and Approved Commercial Food Scraps Processing Facility (ies) in 455 accordance with Applicable Law and all standards of performance described in Article 5. Contractor 456 shall meet t he following minimum Processing standards at the Approved Commingled Organic 457 Materials Processing Facility and Approved Commercial Food Scraps Processing Facility(ies): 458

1. Pre-Processing activities shall include the removal of identified Hazardous Waste and the 459 removal of plastic bags and other Prohibited Container Contaminants , based on the 460 capabilities of each Approved Facility’s existing Processing equipment. 461 199

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2. Composting shall be accomplished by the use of recognized Composting methods, which have 462 been demonstrated to be able to consistently produce a stable, mature compost product that 463 is suitable for general purpose use, similar to the U.S. Composting Council's Class 1 rating. 464 3 Post-Composting Processing activities shall include screening to remove plastics and other 465 contaminants from the compost product. 466

4. Finished compost products shall meet environmental health standards in accordance with 467 Applicable Law , including, but not limited to, the physical contamination limits of 14 CCR 468 Section 17868.3.1 . Contractor shall make available , upon the City’s request, any sampling 469 reports and supporting documentation necessary to demonstrate compliance with this 470 Section. 471
B. Capacity Guarantee . Contractor guarantees sufficient capacity at the Approved Commingled 472 Organic Materials Processing Facility and Approved Commercial Food Scraps Processing Facility(ies) 473 to Process all City Delivered Materials throughout the Term of the Agreement. 474 C. Diversion. Contractor shall Process all Organic Materials in a manner that maximizes Diversion and 475 is deemed not to constitute l andfill disposal pursuant to 14 CCR Section 18983.1(a) , which states 476 that landfill disposal includes final deposition of Organic Waste at a landfill or use of Organic Waste 477 as ADC or AIC. After Processing, Contractor may Dispose of materials that do not have a higher or 478 better use as Residue or for Beneficial Reuse purposes, to the extent allowed by State and local law. 479 As required under 14 CCR Section 17867(a)(16 ), 17896.44.1, and 17414.2 , Contractor shall 480 determine and report to the State quarterly the percentage of Organic Waste contained in materials 481 Disposed. In accordance with Exhibit D, Contractor shall submit a copy of such reports to the City 482 Representative. 483
Contractor shall allow the City Contract Manger, or their designee, with or without prior notice, to 484 observe Processing operations and periodically sample finished c ompost product and Residue 485 generated at the Approved Commingled Organic Materials Processing Facility and Approved 486 Commercial Food Scraps Processing Facility(ies) to ensure compliance with this Section. 487 D. Residue Allocation and Disposal. Contractor shall use the method of tracking and allocating Organic 488 Materials Residue levels approved by the City , as provided in Exhibit J . Contractor’s Residue 489 allocation methodology shall allow Contractor to accurately allocate the City’s share of the total 490 Residue generated from the Processing of Organic Materials at the Approved Commingled Organic 491 Materials Processing Facility and Approved Commercial Food Scraps Processing Facility (ies). 492 Contractor shall report Residue from Organic Materials Processing to the City quarterly in 493 accordance with Exhibit D. Contractor shall not change the Residue level calculation method 494 without prior written approval from the City. 495
Residue from Contractor’s Processing of Organic Materials shall be Transported and Disposed of by 496 Contractor at Contractor’s sole expense. Contractor shall be fully responsible for the safe Disposal 497 of all such Residue in a ccordance with Applicable Law. Residue delivered for Disposal shall not 498 include any Exempt Waste. 499
E. Marketed Commodities. Contractor shall market Diverted materials in the Commodity categories 500 and grades listed in this Section. If Contractor wants to modify the Commodity categories or grades 501 during the Term of the Agreement, Contractor shall request approval from the City and such 502 200

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approval shall be obtained before changes are implemented . Commodity categories and grades 503 shall include, at minimum: 504

1. Compost product 505

2. Soil Amendments and/or blends, as requested and available. 506 F. Compost Product Procurement by the City. Contractor shall serve as a broker for the City in 507 procuring compost product to meet the City’s annual SB 1383 recovered O rganic Waste product 508 procurement target, for calendar year 2025 and throughout the Term of the Agreement. The City 509 and Contractor shall meet each November, unless otherwise provided below, to discuss the City’s 510 procurement target and discuss the upcoming allocation of O rganic Waste product procurement, 511 whether wholly or partially met through a direct service provider arrangement or where the City 512 may desire for some of the O rganic Waste product procured to be reserved for City use through 513 direct delivery by Contractor. 514
Contractor shall provide the City with copies of the invoices evidencing procurement of and 515 payment for compost product by third party purchasers. When the purchaser procures the compost 516 product from Contractor, the associated compost product shall be credited towards the City’s SB 517 1383 procurement targets. Invoices must include the date of purchase, the name of the entity, 518 operations, or facility purchasing the compost product, the amount in Tons or cubic yards purchased 519 (assuming one (1) Ton equals one point six (1.6) cubic yards), and evidence that the purchaser has 520 agreed to utilize the compost product as a direct service provider for the City. 521 Such compost product shall be produced at the Approved Commingled Organic Materials 522 Processing Facility/Approved Commercial Food Scraps Processing Facilit ies. At such time that the 523 purchaser has purchased compost product, Contractor shall provide the City with the required 524 information pursuant to the preceding paragraph. Contractor shall annually facilitate the 525 procurement of approximately three thousand ( 3,000) Tons of compost product for the City at a 526 rate not to exceed the rate described in Exhibit E, adjusted annually in accordance with Subsection 527

8.3.B. Nothing in this Agreement shall, in any manner, obligate or otherwise restrict the City from 528 reducing or increasing the Tons Contractor shall be required to make available to the City, since the 529 required Tons are subject to change during the Term of the Agreement; provided, however, that 530 the increase in Tons Contractor shall be required to make available to the City shall be limited to an 531 additional seven hundred fifty (750) Tons (a twenty -five percent (25%) increase of the annual 532 procurement amount of three thousand (3,000) Tons) . If the City requests more than three 533 thousand seven hundred fifty (3,750) Tons of annual compost product procurement (one hundred 534 twenty-five percent (125%) of the guaranteed annual procurement amount of three thousand 535 (3,000) Tons), such additional increase in Tons is subject to compost product being available from 536 the Approved Commingled Organic Materials Processing Facility and Approved Commercial Food 537 Scraps Processing Facilities. 538
If the City is no longer required under Applicable Law to meet annual recovered O rganic Waste 539 product targets or the City’s annual recovered Organic Waste product procurement target changes, 540 the City may, at its sole discretion, sever the provisions of this Section or amend the Tons required 541 for procurement without impact to the rest of the Agreement. Should the City request changes to 542 how compost product is provided directly to the City (e.g., provided in bags instead of in bulk) the 543 Parties shall meet and confer to determine any change in cost for such service. 544 201

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G. Changes to Accepted Materials. Contractor shall Accept all Organic Materials as defined in Exhibit 545 C and shall Accept all materials required to be Accepted and/or Composted by Applicable Law or 546 Extended Producer Responsibility Programs, including but not limited to, AB 1201, SB 1383, SB 54, 547 and SB 343, unless otherwise directed by the City. A change in the Acceptable materials list resulting 548 from a Change in Law shall not warrant an adjustment to Contractor’s C ompensation, except as 549 otherwise provided in Subsection 8.4.E. 550
If either Party is made aware of a required change in the Accepted materials list due to an Extended 551 Producer Responsibility Program or Applicable Law, that Party shall notify the other Party within 552 thirty (30) days of being made aware of such change. Upon the City’s request, the Parties shall 553 promptly meet and confer to discuss the timeline and process for implementing such changes to 554 the Acceptable materials list. If the change in the Accepted material list is due to an Extended 555 Producer Responsibility Program, Contractor shall implement such changes in accordance with, and 556 subject to the limitations of, Section s 3.7 and 8.4. Contractor shall implement changes to the 557 Accepted materials list upon approval by the City or by any required deadlines under Applicable 558 Law, whichever is sooner. Contractor shall maintain records in accordance with Subs ection 3.7.D 559 and Exhibit D. Pursuant to Section 10.11, Contractor shall bear full responsibility for complying with 560 all Applicable Laws and provisions of this Agreement. 561

4.3 SOLID WASTE AND RESIDUE DISPOSAL 562
A. General. Contractor shall Accept all Solid Waste at the Approved Disposal Facility and shall Dispose 563 of such material. Contractor shall operate the Approved Disposal Facility in accordance with 564 Applicable Law and all standards of performance described in this Section and in Article 5. 565 B. Capacity Guarantee. Contractor guarantees sufficient capacity at the Approved Disposal Facility to 566 receive all City Delivered Materials throughout the Term of the Agreement. Contractor shall 567 annually provide evidence of the current and future capacity of the Approved Disposal Facility in 568 accordance with Exhibit D.3.3. 569
C. Disposal Specifications. Contractors shall operate, manage, and maintain the Solid Waste fill areas, 570 including the placement, burying, and compaction of Solid Waste in the refuse fill areas; stockpiling, 571 placement, and compaction (if necessary) of daily cover, intermediate cover, and final cover; and, 572 management of fill operations , including, but not limited to , fill sequencing, side slopes 573 configuration, and working face location and configuration. 574 Contractor shall safely and lawfully Dispos e of City Delivered Materials at the Approved Disposal 575 Facility in lined cells meeting requirements of Subtitle D of the RCRA, if such cells are required in 576 accordance with Applicable Law. 577
Contractor shall operate, maintain, and manage leachate and landfill gas management systems, 578 groundwater monitoring and management systems, storm water drainage and control systems, 579 treatment facilities, buildings, onsite roadways, utilities, and any other required Approved Disposal 580 Facility elements. 581
D. Closure a nd Post Closure. Contractor shall safely operate, maintain, and manage the Approved 582 Disposal Facility in compliance with Applicable Law not only during the Term, but also thereafter , 583 until and during the Facility Closure and Post-Closure period(s) (including fulfillment of State funding 584 requirements). Contractor’s compliance obligations include compliance with the Closure/Post -585 202

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Closure requirements of California's Department of Resources Recycling and Recovery (CalRecycle) 586 throughout the Term of this Agreement and through the required F ederal, State, or local Post -587 Closure period. Contractor is solely responsible, operationally and financially, for: (i) the appropriate 588 Closure and Post -Closure activities of the Facility; and, (ii) the establishment and funding of any 589 reserve funds required by Applicable Law for the purposes of providing funds for the payment of 590 costs of Closure of the Approved Disposal Facility (or any cell within the Approved Disposal Facility) 591 or Post-Closure activities relating to the Approved Disposal Facility. Contractor shall not hold the 592 City or the Collection Contractor responsible for paying any deficiencies in required reserves. In 593 addition, Contractor shall not hold the City or the Collection Contractor responsible for making any 594 payments if actual Closure and Post-Closure costs relating to the Approved Disposal Facility exceed 595 the amounts reserved by Contractor for that purpose. This obligation survives expiration or 596 termination of the Agreement. 597

4.4 CLIMATE AND DISASTER RESILIENCY 598
A. Climate and Disaster Resiliency Planning . No less than ninety (90) calendar days prior to the 599 Commencement Date, the Parties shall meet to discuss development of a Climate and Disaster 600 Response Plan to address the role of Contractor in the City’s disaster debris management needs 601 related to wartime, natural, physical, or other disaster in, or proximate to the City that results in the 602 declaration of a State of Emergency by the City Manager or City Council. Such plan shall include any 603 measures that may be necessary for Contractor to take over time to address climate change. 604 B. Disaster Response Protocol. The Parties shall develop and finalize a Disaster Response Protocol 605 prior to the Commencement Date that identifies specific communication and logistical actions, and 606 such other coordination between the Parties and internal to each Party , such that Contractor 607 assistance can occur immediately following the City’s declaration of an emergency , except as 608 provided in Section 10.7 . The Disaster Response Protocol shall become part of the Climate and 609 Disaster Response Plan to be developed by the Parties, as provided in this Section. The Parties shall 610 review the Disaster Response Protocol no less than annually and revise as warranted. 611 C. Essential Service. Contractor acknowledges that it provides an essential service, and that while 612 Processing and Disposal services during or following a disaster may be affected by impacts to 613 facilities, equipment, and/or public infrastructure, Contractor is obligated to take all measures 614 necessary to provide such service in a timely and effective manner in compliance with this 615 Agreement, except as provided in Section 10.7. 616
D. Use of Contractor’s Facility. In the event of a State of Emergency declared by the City Manager or 617 City Council, Contractor shall provide Disposal capacity for up to ten thousand (10,000) T ons of 618 disaster debris from the City, at a cost not to exceed the then-current Per-Ton Rates for Disposal 619 E. Contractor Reimbursement for Use of Additional Resources. Should Contractor provide additional 620 Disposal capacity during a declared State of Emergency beyond that normally required to perform 621 services under this Agreement, Contractor shall submit to the City an invoice for the additional Tons 622 delivered for Disposal. The City shall compensate Contractor for such Tons Disposed within two 623 hundred and seventy (270) calendar days or upon receipt of State and/or Federal emergency agency 624 reimbursement specific to the City’s Disposal costs, whichever is sooner. Should any costs borne by 625 Contractor be disputed by the City, Contractor and the City shall resolve such a dispute in 626 accordance with Section 10.9. Contractor shall reasonably cooperate with City, State , and/or 627 203

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Federal reporting and documentation requirements related to the City’s receipt of State and/or 628 Federal emergency agency reimbursement, including if the City is pursuing reimbursement after 629 having paid Contractor. 630

4.5 MATERIAL MARKETING 631
Contractor shall market Diverted Materials in accordance with this Section. 632 A. Market Arrangements. Contractor shall continually monitor market conditions and engage in 633 marketing activities to assure continuous material movement to the extent practicable and 634 consistent with Applicable Laws and programs described in Subsection 4.5.C below. 635 B. Commodities Marketed. Contractor shall market recovered materials in the Commodity categories 636 and grades listed in Section 4.2. If Contractor wants to modify the Commodity categories or grades 637 during the Term of the Agreement, Contractor shall request approval from the City and such 638 approval shall be obtained before changes are implemented. 639 C. Highest and Best Use. Contractor’s marketing strategy shall promote the highest and best use of 640 materials for waste reduction, prevention, reuse, refill, repair, recovery, and Recycling , as 641 established by Applicable Laws and Extended Producer Responsibility Programs . Where practical, 642 the marketing strategy should include use of local, regional, and domestic markets , in this 643 preferential order, for Diverted materials. 644
D. Responsible End Markets . Contractor shall ensure City Delivered Materials are delivered to and 645 Recycled, Composted, and/or Processed at Responsible End Markets and shall maintain all records 646 necessary to demonstrate compliance with this Section and Applicable Law . Contractor shall 647 provide records demonstrating compliance with this Section to the City in accordance with Exhibit 648 D. 649

4.6 PUBLIC EDUCATION AND OUTREACH 650
A. General. Contractor acknowledges that they are part of a multi-party effort to operate and educate 651 the public about the regional integrated waste management system. Contractor shall proactively 652 and on an ongoing basis cooperate with, and coordinate with , the City Representative and the 653 Collection Contractor on the design and expansion of the public education materials. Contractor 654 shall have a supporting role in developing education materials used to educate the City’s residents 655 and businesses on reducing waste generation, properly using the City Solid Waste and Composting 656 programs, Applicable Laws, and Extended Producer Responsibility Programs. Such role may include, 657 but not be limited to, providing data and information relevant to conveying messages to the public 658 about what happens to City Delivered Materials after Collection, providing statistics for the 659 development of fact sheets, providing details on operations and sorting methods, and proactively 660 informing the City and the Collection Contractor of City Delivered Materials that are unable to be 661 effectively Recycled or Composted. 662
B. Collaboration with the City. From time to time during the Term of the Agreement, the City may 663 request that Contractor provide suggestions for educating residents and businesses in the City 664 Service Area to reduce the level of Contamination in City Delivered Materials . Contractor shall 665 provide its suggestions in writing within fourteen (14) Working Days of the City’s request and, upon 666 request, shall attend meetings with the City to discuss education strategies and efforts. 667 204

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C. Tours. Contractor shall coordinate with the City and work cooperatively to provide community 668 services such as tours and education about Recycling and facility operations. Upon request , with 669 seven (7) days’ notice by the City, Contractor shall provide tours of the Approved Facility(ies) . 670 Contractor shall not charge the City for labor, overhead, overtime, or any other costs associated 671 with any such tours. 672
ARTICLE 5. 673
STANDARD OF PERFORMANCE 674

5.1 GENERAL 675
Contractor shall, at all times, comply with Applicable Law and provide services in a manner that is safe to 676 the public and Contractor’s employees . Except to the extent that a higher performance standard is 677 specified in this Agreement, Contractor shall perform services in accordance with Post-Collection Services 678 management practices common to the San Francisco Bay Area. 679

5.2 OPERATION STANDARDS 680

5.2.1 Permits 681
A. Securing Permits. Contractor shall obtain and maintain , at Contractor’s sole cost , all permits 682 required under Applicable Law to perform Post-Collection Services. Contractor shall provide the City 683 with proof of permits and shall demonstrate compliance with the terms and conditions of p ermits 684 promptly upon the City’s request. In its Annual Report or more frequently, as necessary, Contractor 685 shall inform the City of any permit-related or regulatory concerns and Contractor’s s tatus of 686 securing the issuance, revision, modification, extension, or renewal of permits necessary to address 687 such concerns. Upon the City’s direction, Contractor shall promptly provide the City with copies of 688 permits and any applications or other correspondence that Contractor submits in connection with 689 securing Permits. 690
B. Complying with Permits. Contractor shall, at all times , provide services in compliance with all 691 Permits, including any mitigation measures related to the operation and maintenance of the 692 Approved Facility(ies). Contractor is solely responsible for paying any fines or penalties imposed for 693 noncompliance with, violation of, or failure to obtain permits. 694

5.2.2 Rejection of Exempt Waste 695
A. Inspection. Contractor shall use standard industry practices to detect and reject Exempt Waste in a 696 uniform and non -discriminatory manner and shall not knowingly A ccept Exempt Waste at the 697 Approved Facility(ies). Contractor shall comply with the inspection procedure contained in its 698 permit requirements and in accordance with its operations plan. Contractor shall promptly modify 699 that procedure to reflect any changes in permits or Applicable Law. 700 Contractor shall develop a load inspection program that includes the following components: (i) 701 personnel and training; (ii) load checking activities; (iii) management of Exempt Waste; and, (iv) 702 recordkeeping and emergency procedures. Contractor’s load checking personnel shall be trained 703 in: (i) the effects of Hazardous Substances on human health and the environment; (ii) identification 704 of prohibited materials; and, (iii) emergency notification and response procedures. 705 205

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B. Remedies for Rejected Materials. If Contractor identifies Exempt Waste delivered to the Approved 706 Facility(ies) by the Collection Contractor or other Person (s), Contractor may reject the Exempt 707 Waste and require the Person(s) bringing such Exempt Waste to the Approved Facility(ies) to 708 remove it. The cost of removal, proper handling, and Disposal shall be the responsibility of such 709 Person(s) delivering Exempt Waste. Contractor shall also be entitled to pursue whatever remedies, 710 if any, it may have against Person(s) bringing that Exempt Waste to the Approved Facility(ies). 711 Should Contractor inadvertently Accept Exempt Waste in a lawful manner, Contractor shall bear all 712 responsibility for handling, Transporting, and Processing or Disposing of such material in accordance 713 with Applicable Law, unless the Person(s) bringing the Exempt Waste can be identified, in which 714 case the cost of removal , proper handling, and Processing or Disposal shall be chargeable to such 715 identified Person(s). Contractor shall be solely responsible for making arrangements for the final 716 Disposition of Accepted Exempt Waste and all costs thereof, except as provided above. In no event 717 shall the City be responsible for making arrangements for the handling of Accepted Exempt Waste 718 or the costs thereof. 719
C. Notification. If Contractor rejects Exempt Waste delivered by the Collection Contractor, Contractor 720 shall immediately notify the City verbally and then follow verbal notifications with a written notice 721 identifying the date and time of occurrence , material type , material weight or volume , 722 characterization of material, Contractor’s reason for rejection of the delivered material, 723 photographs of the material, and the identification number or information of the vehicle that 724 delivered the material. 725
D. Quarantined Waste. If approved by the City Representative, Contractor may Dispose of, rather than 726 Process, specific types of Organic Materials that are subject to quarantine and meet the 727 requirements described in 14 CCR Section 18984.13(d) for a period of time specified by the City 728 Representative or until the City provides notice that the quarantine has been removed. In 729 accordance with Exhibit D, Contractor shall maintain records and submit reports regarding 730 compliance agreements for quarantined Organic Materials that are Disposed of pursuant to this 731 Subsection. 732

5.2.3 Prohibited Container Contaminants Monitoring 733
Contractor shall actively work with the Collection Contractor throughout the Term of this Agreement to 734 monitor the levels of Prohibited Container Contaminants in City Delivered Materials at the Approved 735 Facility(ies). Contractor shall inform the Collection Contractor of specific days and/or loads that contain 736 high levels of Prohibited Container Contaminants , the type of Prohibited Container Contaminants most 737 frequently found in City Delivered Materials, and any other related information that may be useful for the 738 Collection Contractor in identifying the types of Prohibited Container Contaminants, developing strategies 739 to reduce contamination, and targeting information in the Collection Contractor’s education and outreach 740 efforts to Generators. 741
Contractor shall Accept all City Delivered Materials that contain Prohibited Container Contaminant levels 742 equal to or less than the following: (i) for Commingled Organic Materials, three percent (3%); and (ii) for 743 Commercial Food Scraps, twenty percent (20%). In the event that a vehicle load delivered by the Collection 744 Contractor exceeds such Prohibited Container Contaminant thresholds, Contractor may reject the load in 745 accordance with the load rejection procedures outlined in Subs ection 5.2.2. Should Contractor’s pre -746 Processing operations and equipment be unable to reduce contamination levels of Accepted Commercial 747 Food Scraps to three percent (3%) on a consistent basis , the Parties shall promptly meet and confer to 748 206

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discuss strategies for reducing contamination levels . Contractor shall be responsible for demonstrating 749 actual contamination levels in a manner reasonabl y satisfactory to the City Representative. During the 750 meet and confer period, Contractor shall continue to Accept all Commercial Food Scraps delivered by the 751 Collection Contractor that meets the contamination thresholds as described in this Section. Contractor 752 shall not implement any changes to the contamination monitoring procedures described in this Section 753 without the prior written approval of the City Representative. 754

5.2.4 Days and Hours of Operation 755
A. General. Contractor shall operate the Approved Facility(ies) for the receipt of City Delivered 756 Materials in accordance with the days and hours of operation set forth in its permits and as specified 757 below. 758

1. Approved Commingled Organic Materials Processing Facility (Altamont). At a minimum, 759 Contractor shall Accept Commingled Organic Materials at the Approved Commingled Organic 760 Materials Processing Facility from Monday – Friday, 6 a.m. – 5 p.m., except for Saturdays and 761 Holidays. 762

2. Approved Commercial Food Scraps Processing Facility (Altamont). At a minimum, Contractor 763 shall Accept Commercial Food Scraps at the Approved Commercial Food Scraps Processing 764 Facility from Monday – Friday, 6 a.m. – 5 p.m., except for Saturdays and Holidays. 765

3. Approved Commercial Food Scraps Processing Facility (Davis Street ). At a minimum, 766 Contractor shall Accept Commercial Food Scraps at the Approved Commercial Food Scraps 767 Processing Facility on Saturdays from 6 a.m. – 6 p.m., except for Monday through Friday and 768 Holidays. 769

4. Approved Disposal Facility (Altamont). At a minimum, Contractor shall Accept Solid Waste at 770 the Approved Disposal Facility from Monday – Friday, 5:30 a.m. – 5:30 p.m., and Saturdays, 6 771 a.m. – 12 p.m., except for Holidays. 772
While Contractor may increase these hours, Contractor may not reduce the hours or total number 773 of hours for A cceptance of City Delivered Materials without the concurrence of the City and the 774 Collection Contractor, unless reductions are required by a change in a p ermit subsequent to the 775 Effective Date. Additionally, Contractor shall ensure that the use of any/all Alternate Facilities abide 776 by the days and hours of operation described for all City Delivered Materials, unless otherwise 777 mutually agreed upon between the City and Contractor. 778 B. Holiday Schedule. Contractor, at its sole discretion, may choose not to provide Post-Collection 779 Services on a Holiday. In such event, Contractor shall provide Post-Collection Services on the 780 Working Day following the Holiday closure. If a Holiday falls on a Monday – Friday, Contractor shall 781 provide Post-Collection Services for Commingled Organic Materials at the Approved Commingled 782 Organics Processing Facility on the Saturday following the Holiday in accordance with the Saturday 783 hours described in Section 5.2.4.4. Contractor shall not change its designation of Holidays or 784 Holiday-related closures of Approved Facilities without prior written approval by the City. 785 Contractor shall make any requested changes to a Holiday schedule no less than six (6) months in 786 advance of the requested Holiday change. 787

5.2.5 Equipment and Supplies 788
Contractor shall equip and operate the Approved Facilities in a manner that fulfills Contractor’s obligations 789 under this Agreement. Contractor is solely responsible for the adequacy, safety, and suitability of the 790 207

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Approved Facilities. Contractor shall modify, enhance, and/or improve the Approved Facilities as needed 791 to fulfill Post-Collection Services under this Agreement. Contractor shall provide all rolling stock, 792 stationary equipment, material storage containers, spare parts, maintenance supplies, Processing 793 equipment, and other consumables as appropriate and necessary to operate the Approved Facilities and 794 provide all Post-Collection Services required by this Agreement. Contractor shall place the equipment in 795 the charge of competent operators. Contractor shall repair, maintain, and as necessary, replace all 796 equipment at its own cost and expense. 797

5.2.6 Traffic Control and Direction 798
Contractor shall construct and maintain all roads required to Transport City Delivered Materials from the 799 Approved Facility(ies) site entrance to the scale house and from the scale house to the actual point of 800 unloading at the Processing or Disposal area of the Approved Facility(ies). Contractor shall provide a safe 801 working environment at the Approved Facility(ies) for users, visitors, and employees and direct onsite 802 traffic to appropriate unloading areas by providing necessary roadways, signs, and personnel. Contractor 803 shall maintain all roadways and signs at the Approved Facility(ies) in a clean and usable condition for the 804 convenience of vehicles using the Approved Facility(ies) and to facilitate safe and efficient traffic flow at 805 the Approved Facility(ies). 806

5.2.7 Vehicle Turnaround Times 807
A. General. Contractor shall maintain a maximum vehicle turnaround time of forty (40) minutes or less 808 for Collection Contractor delivery of City Delivered Materials to the Approved Disposal Facility, 809 Approved Commingled Organic Materials Processing Facility, and Approved Commercial Food 810 Scraps Processing Facility (i.e., when Commercial Food Scraps are delivered to Altamont) and thirty 811 (30) minutes or less for Collection Contractor delivery of Commercial Food Scraps to the Approved 812 Commercial Food Scraps Processing Facility (i.e., when Commercial Food Scraps are delivered to 813 Davis Street) , pursuant to Subs ection 5.2.4 . In the event that Contractor is unable to use the 814 Approved Disposal Facility, the Approved Commingled Organic Materials Processing Facility, or the 815 Approved Commercial Food Scraps Processing Facility (ies), and relies on any of the Alternate 816 Facilities, Contractor shall ensure the maximum vehicle turnaround times do not exceed those set 817 forth in this paragraph for City Delivered Materials. Turnaround time shall be measured from when 818 the vehicle passes through a n inbound scale to when it passes through an outbound scale; as 819 measured through the Collection Contractor ’s onboard global positioning system ( GPS) tracking. 820 This excludes instances when the driver exits the vehicle or force majeure events. Failure to meet 821 this guaranty for more than five (5) consecutive Working Days or more than ten (10) Working Days 822 in any sixty day (60) period equates to default of Contractor’s performance obligations under this 823 Agreement. Contractor shall have a twenty -four (24) hour period to cure this breach before 824 Liquidated Damages are assessed in accordance with this Section and Section 10.6. 825 B. Guaranteed Collection Vehicle Turnaround Time. Contractor shall operate the Approved 826 Facility(ies) so that all Collection Contractor vehicles are processed, unloaded, and exited from the 827 Approved Facility(ies) property in a timely manner such that the maximum turnaround time is no 828 more than the time allocated above in Subsection 5.2.7.A. 829 C. Supporting Documentation. Upon the City’s request, Contractor shall provide the City reports or 830 access to electronic scale house system records and/or onsite camera recording that provide the 831 City information to determine actual vehicle turnaround times. Contractor acknowledges that the 832 City may conduct onsite surveys to verify compliance with the guaranteed vehicle turnaround times 833 208

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for the Collection Contractor’s vehicles. Contractor acknowledges that the City may also use GPS 834 records from the Collection Contractor’s vehicles and provided by the Collection Contractor to 835 calculate actual vehicle turnaround times. At Contractor’s option, Contractor may, at its own cost, 836 implement and maintain a technology -based vehicle tracking system of recording inbound and 837 outbound Collection Contractor vehicle times (such as a system that uses RFID vehicle tags and RFID 838 readers). Such system shall not inconvenience the Collection Contractor o r the City or delay the 839 Collection Contractor’s vehicles from arriving and departing the Approved Facility(ies). 840 D. Complaint Resolution. Contractor shall respond within five (5) Business Days to any written 841 Complaint received from the City or the Collection Contractor related to vehicle turnaround times. 842 Contractor shall work directly with the Collection Contractor to identify and resolve issues that are 843 causing vehicle turnaround times to extend beyond the maximum vehicle turnaround time stated 844 in Subsection 5.2.7.B. Contractor may provide evidence disputing any C omplaint received by the 845 Collection Contractor, provided that the evidence is in the form of camera recordings of the 846 Collection Contractor’s vehicle(s), scale house records, or other documented timestamp s of the 847 Collection Contractor’s arrival and departure times from the Approved Facility(ies). Contractor’s 848 evidence shall be presented no later than ten (10) Business Days after receipt of the Collection 849 Contractor or the City’s written notice of a Complaint(s). The City shall review both Contractor’s 850 evidence and the Collection Contractor’s evidence and provide written notice of the City’s 851 determination whether the Complaint was valid or invalid. 852 E. Consequences for Failure to Meet the Guaranteed Vehicle Turnaround Times . Should Contractor 853 fail to meet the guaranteed maximum turnaround times for the Collection Contractor’s vehicles 854 described in this Section, Liquidated Damages may be assessed by the City in the amounts stated in 855 Exhibit F, unless Contractor proves , to the reasonable satisfaction of the City , that a C omplaint 856 regarding a Collection Contractor vehicle turnaround time exceeding the guaranteed vehicle 857 turnaround time was not valid, pursuant to Subsection 5.2.7.D above. 858 F. Assessment of Liquidated Damages. The City understands that a failure by Contractor to meet the 859 maximum vehicle turnaround time incurs damages upon the Collection Contractor. Therefore, the 860 City shall provide notice of its intent to assess Liquidated Damages to Contractor within sixty (60) 861 Business Days of the City becoming aware of Contractor’s failure to meet the m aximum vehicle 862 turnaround time. The assessment of Liquidated Damages shall be made in accordance with Section 863

10.6 and collected by the City on behalf of the Collection Contractor. 864

5.2.8 Scale Operation 865
A. Maintenance and Operation. Contractor shall maintain at least two (2) State-certified motor vehicle 866 scales at the Approved Facility(ies) in accordance with Applicable Law. Contractor shall link all scales 867 to a centralized computer recording and billing system that shall be compatible with Contractor’s 868 systems and account for tracking all incoming and outgoing materials. Contractor shall operate 869 those scales during the Approved Facility (ies) receiving hours established in Subsection 5.2.4. 870 Contractor shall provide the City with access to weighing information at all times and, upon request, 871 with copies thereof on the next Working Day following the City’s request. 872 B. Tare Weights for Collection Contractor Vehicles. Within thirty (30) c alendar d ays prior to the 873 Commencement Date, Contractor shall coordinate with the Collection Contractor to ensure that all 874 single-body Collection vehicles used by the Collection Contractor to deliver City Delivered Materials 875 to the Approved Facility (ies) are weighed to determine unloaded (“tare”) weights. Collection 876 209

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vehicles that are not single -body construction, such as trucks that Transport Roll-Off Boxes or 877 Compactors or have detachable tractors, shall weigh in and weigh out. Contractor shall 878 electronically record the tare weight, identify vehicle as Collection Contractor owned, and provide 879 a distinct vehicle identification number for each vehicle. Upon request, Contractor shall provide the 880 City with a report listing the vehicle tare weight information. Contractor shall promptly coordinate 881 with the Collection Contractor to weigh any additional or replacement Collection vehicles prior to 882 the Collection Contractor placing them into service. Contractor shall check tare weights at least 883 annually, or within fourteen (14) calendar d ays of a City request, and shall coordinate with the 884 Collection Contractor to re-tare vehicles immediately after any major maintenance service on a 885 Collection vehicle. 886
C. Substitute Scales. If any scales are inoperable, being tested, or otherwise unavailable, Contractor 887 shall use reasonable business efforts to weigh vehicles on the remaining operating scales. To the 888 extent that all the scales are inoperable, being tested, or otherwise unavailable, Contractor shall, as 889 soon as possible , substitute portable scales until the permanent scales are replaced or repaired. 890 Contractor shall arrange for any inoperable scale to be repaired as soon as possible and, in any 891 event, within seventy-two (72) hours (excluding Holidays) of the failure of the permanent scale. If 892 repairs to the permanent scale are projected to take more than twelve (12) hours, Contractor shall 893 immediately obtain a temporary substitute scale(s). 894 Contractor shall, as soon as possible , provide back-up generator(s) capable of supplying power to 895 the scales in the event of a power outage. 896
D. Estimates. Pending substitution of portable scales , or during generator outages, Contractor shall 897 estimate the Tonnage of City Delivered Materials delivered to the Approved Facility(ies) by utilizing 898 the arithmetic average of each vehicle ’s recorded Tons of City Delivered Materials from its 899 preceding three (3) deliveries, on the same calendar day of the week, to the Approved Facility(ies). 900 During any period the scales are out of service, Contractor shall continue to record all information 901 required by this Section for each delivery of City Delivered Materials to the Approved Facility(ies) 902 and each Transported load of City Delivered Materials. 903 E. Testing. Contractor shall test and calibrate all scales in accordance with Applicable Law and at least 904 every twelve (12) months. Upon the City’s request, Contractor shall promptly provide the City with 905 copies of test results. Upon City direction, Contractor shall further test and calibrate any or all scales 906 within three (3) Working Days. If test results indicate that the scale or scales complied with 907 Applicable Law, the City shall reimburse Contractor the direct costs of the tests. If the test results 908 indicate that the scale or scales did not comply with Applicable Law, Contractor shall bear the costs 909 thereof and Contractor shall, at its own cost, adjust and correct all weight measurements recorded 910 and Per-Ton Rates calculated, charged, and paid, as the case may be, from the date of the City’s 911 direction, consistent with the results of that test. 912 F. Weighing Standards and Procedures . Contractor shall use the Approved Facility’s(ies’) entry 913 scale(s) located at the scale house to weigh vehicles and charge Per -Ton Rates. Contractor scale 914 house personnel shall be responsible for inspecting City Delivered Materials delivered to the 915 Approved Facility(ies). Contractor shall charge the Per -Ton Rate approved by the City for each 916 material type delivered by the Collection Contractor. The total R ate charged per load of City 917 Delivered Material shall be based on the material type and the total Tonnage of City Delivered 918 Materials in the Collection Contractor’s vehicle. Contractor shall weigh and record inbound weights 919 210

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of all Collection Contractor vehicles when the vehicles arrive at the Approved Facility(ies) and weigh 920 and record outbound weights of vehicles for which Contractor does not maintain tare weight 921 information. Contractor shall provide each driver a receipt showing the date, time in, time out , 922 Facility name and address, ticket number, operator identification, customer number, vehicle 923 identification, waste origination, total amount due, a description of weight codes where applicable, 924 material types, gross weight, tare weight, net weight, and quantity of each material type of City 925 Delivered Materials that the vehicle delivered to the Approved Facility(ies) and the Per -Ton Rate 926 charged therefore. 927
G. Records. Contractor shall maintain scale r ecords and reports that provide information , including 928 date of receipt, inbound time, inbound weights of vehicles, vehicle identification number, 929 jurisdiction of origin of materials received, type of material, hauler identification and/or 930 classification, and all other information as required in accordance with Article 6 and Exhibit D. 931 H. Upon-Request Reporting. If vehicle receiving and unloading operations are recorded on video 932 cameras at the Approved Facilit y(ies), Contractor shall make those videos available for the City’s 933 review during the Approved Facility’s (ies’) operating hours, upon the City’s request, and shall 934 provide the name of the driver of any particular load , if available. The City acknowledges that 935 Contractor only maintains limited video storage capacity and that older video records are 936 overwritten when storage capacity is reached. 937

5.2.9 Safety 938
Contractor shall perform all Post-Collection Services in a safe manner, in accordance with Applicable Law 939 and the insurance requirements provided in Article 9. 940

5.2.10 Due Diligence 941
Contractor acknowledges that management of City Delivered Materials is a public health and safety 942 concern. Contractor agrees that it will exercise due diligence in performing Post-Collection Services. 943

5.2.11 Right to Enter Facility(ies) and Observe Operations 944 The City and its designated representative(s) may enter, observe, and inspect the Approved Facility(ies) 945 at any time during Approved Facility(ies) operations and meet with the Approved Facility(ies) manager(s) 946 or their representatives upon at least seventy-two (72) hours’ advance request, provided that the City and 947 its representatives comply with Contractor’s reasonable safety and security rules and do not interfere 948 with the work of Contractor or its Subcontractors. 949 Contractor acknowledges the City, other governmental agencies , or Extended Producer Responsibility 950 Programs may wish to perform generation and characterization studies periodically with respect to 951 materials covered under this Agreement. Contractor agrees that, upon direction from the City, Contractor 952 shall participate in and cooperate with the City and other such agencies to perform studies and data 953 collection exercises, as needed, to determine weights, volumes and composition of materials generated, 954 Disposed, Diverted, or otherwise Processed at the Approved Facility(ies), as applicable. If the City requires 955 Contractor to participate in such a study, Contractor and the City shall mutually agree on the scope of 956 services to be provided by Contractor and the amount of compensation, if any, that the City will pay to 957 Contractor for such participation. In accordance with Sections 3.7 and 8.4, if any such studies are required 958 under an Extended Producer Responsibility Program, Contractor’s participation in such study shall not 959 warrant an increase to Contractor’s C ompensation, except as otherwise provided in Section 8.4. In any 960 211

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event, Contractor shall permit and in no way interfere with the Transport and handling of the subject 961 materials by other Persons for such purposes. 962

5.3 VEHICLE & EQUIPMENT REQUIREMENTS 963
A. General. All Post-Collection operations shall be in compliance with Applicable Laws, including those 964 related to Contractor’s operational fleet. 965
B. Maintenance and Operation. Contractor shall have available sufficient back -up vehicles and 966 equipment to respond to scheduled and unscheduled maintenance, service requests, and 967 emergencies. Contractor shall utilize Recycled motor oil to the extent practicable (only when 968 authorized by the engine manufacturer). Contractor shall not use or place the City's logo on its 969 vehicles or anywhere at the Approved Facilities. Contractor shall repair, or arrange for the repair of, 970 all of its vehicles and equipment for which repairs are needed because of an accident, breakdown, 971 or any other cause so as to maintain all vehicles and equipment in a safe and operable condition. 972

5.4 PERSONNEL 973
A. General. Contractor shall engage, train, and maintain qualified and competent employees, including 974 managerial, supervisory, clerical, maintenance, and operating personnel, in numbers necessary and 975 sufficient for operation of Approved Facility(ies) and to perform the Post-Collection Services 976 required by this Agreement in a safe and efficient manner. Contractor shall designate at least one 977 (1) qualified Contractor employee as the City’s primary point of contact , who shall be principally 978 responsible for facility operations and resolution of service requests and Complaints. 979 Contractor shall use its best efforts to assure that all employees present a neat appearance and 980 conduct themselves in a courteous manner . Contractor shall not permit its employees to accept, 981 demand, or solicit, directly or indirectly, any additional compensation or gratuity from the Collection 982 Contractor or members of the public. 983
B. Driver and Equipment Operator Qualifications. All drivers must have in effect a valid driver’s 984 license, of the appropriate class, issued by the California Department of Motor Vehicles. Contractor 985 shall use the Class II California Department of Motor Vehicles employer “Pull Notice Program” to 986 monitor its drivers for safety. All equipment operators shall be appropriately licensed and/or 987 credentialed, as required by law or Contractor’s policies, for the type and size of equipment they 988 will operate at all times. 989
C. Safety Training. Contractor shall provide suitable operational and safety training for all of its 990 employees who operate vehicles or equipment. Contractor shall train its employees involved in load 991 inspections to identify, and not to Accept, Exempt Waste. Upon the City Representative’s request, 992 Contractor shall provide a copy of its safety policy and safety training program, the name of its 993 safety officer, and the frequency of its trainings. 994 D. Key Personnel. Contractor shall make every reasonable effort to maintain the stability and 995 continuity of Contractor’s staff assigned to perform the services required under this Agreement. 996 Contractor shall notify the City of any changes in Contractor’s key staff to be assigned to perform 997 the services required under this Agreement. 998
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Notwithstanding the City’s approval of Contractor’s personnel, Contractor shall not be relieved from 999 any liability resulting from the work to be performed under this Agreement, nor shall Contractor be 1000 relieved from its obligation to ensure that its personnel maintain all requisite certifications, licenses, 1001 and the like, and Contractor shall at all times ensure that its personnel fully comply with Applicable 1002 Law. 1003
E. Wages and Benefits. Wages and benefits applicable to employees performing work under the 1004 Agreement at the Approved Commercial Food Scraps Processing Facility (Davis Street) and Alternate 1005 Commercial Food Scraps Processing Facility shall not be less than those stated in the City of San 1006 Leandro’s Municipal Code Chapter 1-6, Living Wage. Contractor shall maintain compliance with the 1007 City of San Leandro’s Living Wage Ordinance, unless otherwise rescinded or repealed, throughout 1008 the Term of the Agreement. 1009

5.5 CONTRACT MANAGEMENT 1010
The City has designated the City Representative to be responsible for the monitoring and administration 1011 of this Agreement. Contractor shall designate an employee to serve as Contractor’s Contract Manager(s) 1012 to be responsible for working closely with the City Contractor Manager in the monitoring and 1013 administration of this Agreement. Contractor shall provide the City with a direct phone and email address 1014 for Contractor’s Contract Manager and such Contract Manager, or a temporary designee during vacations, 1015 shall be available to the City Representative during all business hours as defined in Subsection 5.2.4. 1016 Contractor’s Contract Manager shall meet and confer with the City Representative to resolve differences 1017 of interpretation and implement and execute the requirements of this Agreement in an efficient, effective 1018 manner that is consistent with the stated objectives of this Agreement. 1019 From time to time, the City Representative may designate other agents of the City to work with Contractor 1020 on specific matters. In such cases, those individuals should be considered designates of the City 1021 Representative for those matters to which they have been engaged. Such designates shall be afforded all 1022 of the rights and access granted thereto . In the event of a dispute between the City Representative’s 1023 designate and Contractor, the City Representative’s determination shall be conclusive , subject to the 1024 provisions of this Section and Contractor’s rights and remedies under this Agreement and Applicable Law. 1025 In the event of dispute between the City Representative and Contractor regarding the interpretation of 1026 or the performance of services under this Agreement, the City Representative’s determination shall be 1027 conclusive, except where such determination results in a Material Impact to Contractor’s revenue and/or 1028 cost of operations. For the purposes of this Section, “ Material Impact” is an amount equal to or greater 1029 than fifty thousand dollars ($50,000) per year. In the event of a dispute between the City Representative 1030 and Contractor that results in a Material Impact to Contractor, the provisions of Section 10.9 shall apply. 1031 The City Representative or their designate shall have the right to observe and review Contractor 1032 operations and enter the Approved Facilities for the purposes of such observation and review , including 1033 review of Contractor’s relevant records, during reasonable hours with reasonable notice. In no event shall 1034 Contractor prevent access to such Approved Facilities for a period of more than three (3) calendar days 1035 after receiving such a request. 1036
Contractor shall maintain an after-hours telephone number allowing twenty-four (24) hour per day access 1037 to Contractor’s Contract Manager or designate by the City Representative in the event of an emergency 1038 213

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involving Contractor’s equipment or services including, but not necessarily limited to, fires, blocked 1039 access, or property damage. 1040
ARTICLE 6. 1041
RECORDKEEPING AND REPORTING 1042

6.1 RECORDKEEPING 1043
Contractor shall maintain accounting, statistical, operational, and other records related to its 1044 performance, as shall be necessary to provide reporting under this Agreement and Applicable Law and to 1045 demonstrate compliance with this Agreement. Unless otherwise required in this Article, Contractor shall 1046 retain all records and data required to be maintained by this Agreement for the Term of this Agreement 1047 plus three (3) years after its expiration or earlier termination. Records and data shall be in chronological 1048 order, an organized form, and readily and easily interpreted. Any such records shall be retrieved and made 1049 available to the City Representative within ten (10) Working Days of a request by the City Representative. 1050 Contractor shall maintain adequate record security to preserve records from events that can be 1051 reasonably anticipated, such as a fire, theft, and earthquake. Electronically maintained data and records 1052 shall be protected and backed up. To the extent that Contractor utilizes its computer systems to comply 1053 with recordkeeping and reporting requirements under t his Agreement, Contractor shall, on a monthly 1054 basis, save all system-generated reports supporting those recordkeeping and reporting requirements in a 1055 static format in order to provide an audit trail for all data required. The City shall have the right to inspect 1056 all documents upon which the representations contained in monthly and annual reports are based. 1057 The City views its ability to defend itself against the Comprehensive Environmental Response, 1058 Compensation and Liability Act (CERCLA) and related litigation as a matter of great importance . For this 1059 reason, the City highly regards its ability to prove where City Delivered Materials are taken for Transfer, 1060 Processing, or Disposal. Therefore, Contractor shall maintain records that can establish where City 1061 Delivered Materials were Transferred, Processed, or Disposed. Additionally, the City finds it essential to 1062 accurately determine the origin of materials received at Approved Facilities to ensure the appropriate 1063 attribution and allocation of City Delivered Materials to the City and track the final placement of Diverted 1064 Commodities at Responsible End Markets. Contractor shall maintain all necessary records and supporting 1065 documentation to accurately allocate the Tons of City Delivered Materials Diverted or Disposed and prove 1066 City Delivered Materials are Recycled or Composted at Responsible End Markets. Contractor shall make 1067 such records related to the Person delivering the material, the origin of the material reported by that 1068 Person, and any other information required to reconcile Contractor’s reports available to the City 1069 Representative, without any requirement for a confidentiality agreement or claim of proprietary/trade 1070 secret protection. This provision shall survive the expiration or earlier termination of this Agreement . 1071 Contractor shall maintain these records for a minimum of ten (10) years beyond expiration or earlier 1072 termination of the Agreement. Contractor shall provide these records to the City (upon request or at the 1073 end of the record retention period) in an organized and indexed ma nner rather than destroying or 1074 Disposing of them. 1075

6.2 REPORT SUBMITTAL REQUIREMENTS 1076
Contractor shall submit monthly reports no later than fifteen (15) calendar days after the end of each 1077 month. Contractor shall submit annual reports no later than forty-five (45) calendar days after the end of 1078 each calendar year. Monthly and annual reports shall, at a minimum, include all data and information as 1079 214

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described in Exhibit D. Additionally, upon request by the City, Contractor shall provide any data, described 1080 in Exhibit D, required to respond to requests by local, regional, or State agencies within five (5) Business 1081 Days, unless such request for current data is made within the period from the first (1st) Day to the tenth 1082 (10th) Day of any month, in which case Contractor shall provide the requested data within seven (7) 1083 Business Days. 1084
Contractor may propose report formats that are responsive to the objectives and audiences for each 1085 report. The format of each report shall be approved by the City Representative, in their sole discretion . 1086 The City Representative may, from time to time during the Term, review and request changes to 1087 Contractor’s report formats and content and Contractor shall not unreasonably deny such requests . 1088 Contractor shall submit all reports to the City Representative via email using software acceptable to the 1089 City. 1090
The City reserves the right to require Contractor to provide additional reports or documents , or provide 1091 earlier submittal of scheduled reports (e.g., to meet State reporting timelines for SB 1383), as the City 1092 Representative reasonably determines to be required for the administration of this Agreement or 1093 compliance with Applicable Law. 1094

6.3 LATE AND INCORRECT REPORTS 1095
If Contractor does not submit the required report on the due date, Contractor shall pay to the City 1096 Liquidated Damages in accordance with this Section and Exhibit F . The City may adjust the L iquidated 1097 Damage amount annually thereafter by the Annual Percentage Change of the CPI-U, as described in 1098 Section 8.3. If the City provides notice to Contractor of a late Annual or Monthly Report thirty (30) calendar 1099 days after the report due date, Contractor shall submit the report to the City within fourteen (14) calendar 1100 days of the notice date. If the report is received on or before the fourteenth (14th) calendar day , 1101 Liquidated Damages shall be limited to the amount due for the initial thirty (30) calendar days . If the 1102 report is not received within the fourteen - (14-) calendar day period, the City may assess additional 1103 Liquidated Damages for each calendar day the report is late after the fourteen- (14-) calendar day period 1104 following the notice. In such case, the number of d ays for which Liquidated Damages may be assessed 1105 shall equal the sum of the initial thirty (30) calendar days the report is late and the additional d ays the 1106 report is late following the fourteen- (14-) calendar day period after the City’s Notice. Liquidated Damages 1107 shall be assessed in accordance with Section 10.6. 1108 If the City identifies an error in a report or omission of required information, Contractor shall be given five 1109 (5) Working Days to correct the report from the date of the City’s initial notice. If Contractor fails to correct 1110 the report on or before the fifth (5th) Working Day, the City may assess Liquidated Damages per Working 1111 Day for each day beyond the cure period , until such time Contractor submits a corrected report, as 1112 determined by the City. Assessment and payment of the Liquidated Damages described in this paragraph 1113 shall be performed in accordance with Section 10.6 and Exhibit F. 1114 If Contractor identifies an error in a report it submitted to the City, Contractor shall notify the City of the 1115 error and submit a corrected report within fifteen (15) calendar day s of the notice to the City. The City 1116 agrees to waive Liquidated Damages in the event Contractor self -identifies an error and submits the 1117 corrected report within fifteen (15) calendar days of Contractor’s notice to the City. If Contractor is late in 1118 submitting the corrected report, the City may assess Liquidated Damages for the late report as outlined 1119 herein. 1120
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ARTICLE 7. 1121
CITY REIMBURSEMENTS 1122

7.1 CITY RIGHT TO ESTABLISH FEES 1123
The City retains the right to establish fees on Processing and/or Disposal activities and adjust such fees 1124 during the Term of this Agreement. Such fees shall be established and adjusted as part of the 1125 Governmental Component of the then-applicable Per-Ton Rate as provided in Article 8. 1126

7.2 OTHER REIMBURSEMENTS 1127
The City shall reserve the right to set "other" reimbursements, as it deems necessary. The amount, time, 1128 method of payment , and adjustment process shall be set in a manner similar to that for other 1129 reimbursements described in this Article. 1130

7.3 ADJUSTMENT TO REIMBURSEMENTS 1131
The City may set other reimbursements or adjust the reimbursements established in this Article from time 1132 to time during the Term of this Agreement and such other reimbursements and adjustments shall be 1133 considered an allowable cost of business not subject to profit mark-up and included in the adjustment of 1134 Rates, as described in Article 8. 1135

7.4 PAYMENT SCHEDULE AND LATE FEES 1136
Within twenty-five (25) calendar days of the end of each calendar quarter during the Term of this 1137 Agreement, Contractor shall remit to the City all reimbursements as described in this Article . Such 1138 reimbursements shall be remitted to the City and sent or delivered to the City Representative. If such 1139 remittance is not paid to the City on or before the twenty-fifth (25th) calendar day following the end of a 1140 calendar quarter, all reimbursements due shall be subject to a delinquency penalty of two percent (2%), 1141 or maximum permitted by law , which attaches on the first ( 1st) day of delinquency . The delinquency 1142 penalty shall be increased an additional two percent ( 2%), or maximum permitted by law, for each 1143 additional month the payment remains delinquent. 1144
Each quarterly remittance to the City shall be accompanied by a statement listing the amount of each 1145 reimbursement paid and the calculation of each reimbursement. The City Representative may, at any time 1146 during the Term, request a detailed calculation of Gross Receipts for each billing period. Contractor shall 1147 maintain all supporting documents and calculations for each payment made to the City, as required by 1148 Section 6.1. 1149
The City Representative may, at any time during the Term, perform an audit of Contractor’s billings and 1150 payment of reimbursements. Contractor shall cooperate with the City Representative in any such audit. 1151 Should the City or its agent perform this review and identify errors in payment of reimbursements valued 1152 at one percent (1%) or more for the period reviewed , Contractor shall, in addition to compensating the 1153 City for lost reimbursements, reimburse the City’s actual cost of the review. 1154 216

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ARTICLE 8. 1155
CONTRACTOR’S COMPENSATION AND RATE 1156
SETTING 1157

8.1 GENERAL 1158
Contractor’s Compensation for performance of all its obligations under this Agreement shall be Per -Ton 1159 Rates, paid to Contractor by the Collection Contractor in exchange for services provided . Contractor’s 1160 Compensation, provided for in this Article , shall be the full, entire , and complete compensation due to 1161 Contractor pursuant to this Agreement for all labor, equipment, materials and supplies, Transfer, 1162 Processing, and Disposal fees, City Reimbursements , taxes, insurance, bonds, overhead, operations, 1163 profit, and all other things necessary to perform all the services required by this Agreement, in the manner 1164 and at the times prescribed and in accordance with Applicable Law. Nothing herein shall obligate the City 1165 to provide any compensation directly to Contractor. Contractor agrees its initial Rates (Exhibit E) are in 1166 compliance with Applicable Law and associated implementing regulations, including, but not limited to, 1167 AB 1201, SB 54, and SB 343, as they may be further promulgated, amended, or replaced from time to 1168 time. Any future adjustments to Contractor’s C ompensation due to a Change in Law shall be made in 1169 accordance with Subsection 8.4.E. 1170
If Contractor’s actual costs, including fees due to the City, are more than the Per-Ton Rates, Contractor 1171 shall not be compensated for the difference in actual costs and actual Per-Ton Rates. If Contractor’s actual 1172 costs are less than the actual Per-Ton Rates, Contractor shall retain the difference provided that 1173 Contractor has paid City Reimbursements pursuant to Article 7. 1174 Under this Agreement, Contractor shall have the right and obligation to charge and collect from the 1175 Collection Contractor Per-Ton Rates approved by the City for provision of services under this Agreement. 1176 Contractor’s proposed costs and operating assumptions for Rate Period One are presented in Exhibit E. 1177

8.2 REMITTANCES TO CONTRACTOR 1178
Each month, within five (5) Business Days after the last day of the preceding month, Contractor shall 1179 provide an invoice to the Collection Contractor detailing the total Tons delivered to the Approved Facilities 1180 from the City Service Area by the Collection Contractor, and the resulting monies owed to Contractor, 1181 based on the material type and the then -current Per -Ton Rates. Contractor shall be responsible for 1182 collecting payment for Post -Collection Services directly from the Collection Contractor. Contractor shall 1183 cooperate with the Collection Contractor as needed to calculate and/or reconcile remittance amounts. 1184 In the event that there is a dispute by the Collection Contractor over the amount of an invoice, Contractor 1185 shall work diligently with the Collection Contractor to expeditiously resolve the dispute in accordance with 1186 Section 10.11. In the event the dispute between Contractor and the Collection Contractor is escalated to 1187 the City pursuant to Section 10.1 1, t he City Representative, in their sole discretion, may make a 1188 determination and such determination shall be final for any dispute involving payment of one hundred 1189 thousand dollars ($100,000) or less. 1190
Contractor shall deliver to the Collection Contractor, with a copy to the City, a notice of late payment for 1191 a given monthly invoice thirty -five (35) calendar d ays after the date of generation of the invoice. 1192 Contractor’s invoices shall be deemed delinquent if the Collection Contractor has not paid within sixty 1193 (60) calendar days of the date of the n otice of late payment. Thereafter, Contractor may suspend 1194 217

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Acceptance of City Delivered Materials from the Collection Contractor until the delinquent invoice(s) are 1195 paid in full, excluding disputed amounts. The delinquent invoice shall bear interest on the unpaid balance 1196 at a rate not to exceed one and one- third percent (1 1/3%) per month. Contractor shall maintain copies 1197 of all billings and receipts, each in chronological order, for the Term of this Agreement, for inspection and 1198 verification by the City Representative at any reasonable time , but in no case more than thirty (30) 1199 calendar days after receiving a request to do so. 1200

8.3 PER-TON RATES 1201
A. General. The City shall be responsible for approving Per-Ton Rates as described in this Article. Each 1202 Per-Ton Rate shall have two (2) components: 1203

1. Contractor component (“Contractor Component”), which reflects Contractor’s Compensation 1204 for the services provided under this Agreement; and 1205

2. The governmental component (“Governmental Component”) which reflects Government Fees 1206 assessed for materials handled at the Approved Facilities or Alternate Facilities. 1207 The sum of the “Contractor Component” and the “Governmental Component” shall equal the total 1208 Per-Ton Rate. 1209
B. Rates for Rate Period One. Per -Ton Rates for Rate Period One , which are presented in Exhibit E , 1210 were determined by Contractor and the City and were approved along with the Agreement. The 1211 Rates for Rate Period One shall be effective from July 1, 2025 through June 30, 2026. 1212 C. Definitions. For the purposes of this Section, the following terms shall be defined as follows: 1213

1. “Adjustment Date” means the date at which an annual adjustment takes effect. 1214

2. “Annual Percentage Change” means the annual percentage change in any of the indices 1215 defined below and calculated as described in the following paragraph. 1216 The Annual Percentage Change for a cost index shall be calculated as the Average Index Value 1217 for the most recently available twelve ( 12) month period of the then -current Rate Period 1218 minus the Average Index Value for the corresponding twelve ( 12) month period of the most 1219 recently completed Rate Period , the result of which shall be divided by the Average Index 1220 Value for the same twelve (12) month period of the most recently completed Rate Period. The 1221 Annual Percentage Change shall be rounded to the nearest thousandth (1,000th). 1222 For example, if Contractor is preparing its Rate application in January of 2026 for Rates to be 1223 effective for Rate Period Two , the Annual Percentage Change in CPI shall be calculated as 1224 follows: [(Average CPI for January 202 5 through December 2025) – (Average CPI for January 1225 2024 through December 2024)] / (Average CPI for January 2024 through December 2024)]. 1226

3. “Average Index Value” means the sum of the monthly index values during the most recently 1227 available twelve (12) month period divided by twelve (12) (in the case of indices published 1228 monthly) or the sum of the bi -monthly index values divided by six (6) (in the case of indices 1229 published bi-monthly). 1230
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4. “CPI-U” means the Consumer Price Index, All items in San Francisco-Oakland-Hayward, CA, all 1231 urban consumers, not seasonally adjusted (Series ID #CUURS49BSA0) compiled and published 1232 by the U.S. Department of Labor, Bureau of Labor Statistics. 1233 D. Per-Ton Rate Application. On February 1, prior to the commencement of the Rate Period for which 1234 Per-Ton Rates are to be determined (coming Rate Period), Contractor shall submit to the City 1235 Representative an application requesting the adjustment of Per -Ton Rates for the coming Rate 1236 Period via mail with an email copy in Microsoft Excel format that includes all supporting schedules, 1237 formulas, and calculations. For example, on February 1, 2026, Contractor shall submit its application 1238 for the adjustment of Per-Ton Rates to be effective July 1, 2026, (i.e., Rate Period Two). 1239 Such Application shall include the Rate adjustment calculation in accordance with this Section and 1240 a copy of the Per-Ton Rate schedule currently in effect. 1241 The City shall evaluate Contractor’s application for mathematical accuracy and consistency with the 1242 requirements of the Agreement and shall have the ability to require changes to the application prior 1243 to approval on the basis of the application’s mathematical inaccuracy or failure to comply with the 1244 procedures defined in the Agreement. Upon the City’s agreement that the calculations are 1245 consistent with the requirements of this Agreement and are mathematically accurate, the Per-Ton 1246 Rate adjustment (if any) shall be presented to the City Representative and subject to the City 1247 Representative’s final approval, which shall not be unreasonably withheld or delayed. 1248 E. Changes to Government Fees. In the event of changes to or new Government Fees that are effective 1249 at a time that does not coincide with the annual Rate adjustment, Contractor may notify the City of 1250 the expected increase to any of the Government Fees relating to the Approved Facilities. Contractor 1251 may request such an adjustment if such Government Fees were not in effect on the Effective Date, 1252 or, if in effect on the Effective Date, are increased. Contractor shall notify the City in writing thirty 1253 (30) calendar days after receiving notice of any increase in the Governmental Component due to 1254 any such changes in or imposition of Government Fees. The City may review Contractor’s calculation 1255 of the adjusted Governmental Component and resulting adjustment of the Per-Ton Rate for a period 1256 of up to thirty (30) calendar d ays. During this period, the City may request, and Contractor shall 1257 provide, supporting documentation which justifies the increase. Should the Parties be in dispute 1258 over the adjusted f ees at the end of the thirty - (30-) calendar day period, no adjustment shall be 1259 made and the dispute shall be subject to Section 10.9 of this Agreement. Upon resolution of the 1260 dispute, and assuming both Parties agree on the adjustment of the Government Fee and the 1261 resulting adjustment of the Per-Ton Rate, Contractor shall be entitled to the adjusted Per-Ton Rate 1262 payments retroactively to the effective date of the imposed Government Fee. 1263

8.3.1 Organic Materials Processing Rates 1264
A. Initial Rates. The initial Commingled Organic Materials Processing Rate effective on the 1265 Commencement Date, which is presented in Exhibit E, shall be $ 80.00 per Ton of Commingled 1266 Organic Materials delivered to the Approved Commingled Organic Materials Processing Facility. The 1267 initial Contractor Component of the Commingled Organic Materials Processing Rate is $80.00 per 1268 Ton. The initial Governmental Component of the Commingled Organic Materials Processing Rate is 1269 $0.00 per Ton. 1270
The initial Commercial Food Scraps Processing Rate effective on the Commencement Date, which is 1271 presented in Exhibit E, shall be $ 120.00 per Ton of Commercial Food Scraps delivered to the 1272 219

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Approved Commercial Food Scraps Processing Facility (i.e., Commercial Food Scraps delivered to 1273 Altamont). The initial Contractor Component of the Commercial Food Scraps Processing Rate is 1274 $120.00 per Ton. The initial Governmental Component of the Commercial Food Scraps Processing 1275 Rate is $0.00 per Ton. 1276
The initial Commercial Food Scraps Processing Rate effective on the Commencement Date, which is 1277 presented in Exhibit E, shall be $1 60.00 per Ton of Commercial Food Scraps d elivered to the 1278 Approved Commercial Food Scraps Processing Facility (i.e., Commercial Food Scraps delivered to 1279 Davis Street) pursuant to Subsection 5.2.4. The initial Contractor Component of the Food Scraps 1280 Processing Rate is $157.88 per Ton. The initial Governmental Component of the Commercial Food 1281 Scraps Processing Rate is $2.12 per Ton. 1282
Fee Title Fee Amount Fee Basis Governing Body
LEA Inspection $0.38 Ton Alameda County
Mitigation/Franchise
Fee
$1.74 Ton City of San Leandro
Total $2.12
1283
B. Adjustments. The Per-Ton Rate for each type of Organic Materials (Commingled Organic Materials 1284 and Commercial Food Scraps) for all Rate Periods following Rate Period One shall be adjusted 1285 annually, commencing with the first adjustment that shall be effective on July 1, 2026. The Per-Ton 1286 Rate adjustment shall be performed in accordance with this Section: 1287 P = ((A-C) x (1+B)) + D 1288
A = The Organic Materials Processing Rate in effect immediately prior to the Adjustment 1289 Date. 1290
B = The Annual Percentage Change in the CPI-U. 1291
C = The Governmental Component in effect immediately following the prior Adjustment 1292 Date. 1293
D = The Governmental Component in effect immediately following the Adjustment Date. 1294 P = The adjusted Organic Materials Processing Rate for the new Rate Period. 1295

8.3.2 Solid Waste Disposal Rates 1296
A. Initial Rates. The initial Disposal Rate effective on the Commencement Date, which is presented in 1297 Exhibit E, shall be $49.12 per Ton of Solid Waste delivered to the Approved Disposal Facility. The 1298 initial Contractor C omponent of the Disposal Rate is $ 29.00 per Ton. The initial Governmental 1299 Component of the Disposal Rate is $20.12 per Ton. 1300
Governmental fees for Disposal for Rate Period One are applicable to each Ton of Solid Waste 1301 delivered for Disposal and are as follows: 1302
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Fee Title Fee Amount Fee Basis Governing Body
AB 939 $1.40 Ton State of CA
Water Board Fee $0.05 Ton State of CA
LEA Inspection $0.38 Ton Alameda County
Facility Fee $4.34 Ton Alameda County
HHW $2.15 Ton Alameda County
Transport Planning $0.02 Tons Alameda County
Planning Fee $0.14 Tons Alameda County
Measure D $8.23 Ton Alameda County
Open Space and Recy.
(CUP)
$2.46 Ton Alameda County
Business Tax $0.95 Ton City of Livermore
Total $20.12
1303
B. Adjustments. The Per-Ton Rate for Solid Waste delivered to the Approved Disposal Facility for all 1304 Rate Periods following Rate Period One shall be adjusted annually , commencing with the first 1305 adjustment that shall be effective on July 1, 2026 , and, except as otherwise provided herein, the 1306 annual adjustment shall have a ceiling of six percent (6%) and a floor of one percent (1%), with 1307 rollover and rollunder permitted if the annual adjustment exceeds the six percent (6%) or falls below 1308 the one percent (1%). Beginning in Rate Period Two, the City and Contractor have agreed Contractor 1309 will be entitled to an additional ten percent (10%) aggregate “catch-up” adjustment that shall be up 1310 to three and one half percent (3.5%) on top of the annual adjustment calculation, provided that the 1311 annual adjustment plus the “catch-up” adjustment shall not exceed seven percent (7%) in any single 1312 Rate Period , and the remaining “ catch-up” shall roll over to the next Rate Period until the ten 1313 percent (10%) “catch up” has been reached. 1314
The Per-Ton Rate adjustment shall be performed in accordance with this Section: 1315 P = ((A-C) x (1+B)) + D 1316
A = The Disposal Rate in effect immediately prior to the Adjustment Date. 1317 B = The Annual Percentage Change in the CPI-U. 1318
C = The Governmental Component in effect immediately following the prior Adjustment 1319 Date. 1320
D = The Governmental Component in effect immediately following the Adjustment Date. 1321 P = The adjusted Disposal Rate for the new Rate Period. 1322

8.4 EXTRAORDINARY RATE ADJUSTMENTS 1323
A. General. It is understood that Contractor accepts the risk of changes in cost for providing Post-1324 Collection services and/or quantities and composition of City Delivered Materials to the Approved 1325 Facilities, and therefore the extraordinary adjustments to the Per- Ton Rates shall be limited to a 1326 Change in Law or a City-directed change in scope. If a Change in Law (pursuant to Subsection 8.4.E) 1327 or City-directed change in scope (pursuant to Section 3.5) occurs, the City or Contractor may initiate 1328 an extraordinary adjustment to the Per-Ton Rates, in addition to the annual adjustment described 1329 221

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in Section 8.3, to compensate Contractor for any demonstrable change in direct costs or revenue 1330 resulting from such Change in Law or a City-directed change in scope. 1331 B. Extraordinary Rate Adjustment Application. Contractor shall prepare an application for the 1332 extraordinary Rate adjustment. Such submittal shall provide all information reasonably requested 1333 by the City Representative specific to the nature of the request being made. Contractor shall pay all 1334 reasonable costs incurred by the City, including the costs of outside accountants, attorneys, and/or 1335 consultants, in order to make a determination of the reasonableness of the requested Rate 1336 adjustment. The application shall clearly document the reason for the proposed adjustment, include 1337 calculation of the proposed Rate adjustments, and provide supporting documentation. 1338 In the event of such an application for extraordinary Rate increase, it is understood that Contractor 1339 shall have the burden of demonstrating, to the reasonable satisfaction of the City Representative , 1340 that a City-directed change in scope or a Change in Law has occurred and that it has resulted in a 1341 change to Contractor’s direct costs or revenues. Contractor shall have to demonstrate such resulting 1342 change in direct costs or revenue by providing calculations and supporting documentation to the 1343 City Representative for review. The extraordinary Rate adjustment shall fully reimburse Contractor 1344 for: (i) incremental increased costs (based on a 80% operating ratio formula specific to this identified 1345 cost) from the change in scope or Change in Law over the Term of the Agreement; and, (ii) reduced 1346 revenues (based on 80% operating ratio formula specific to this identified loss in revenue) from the 1347 change in scope or Change in Law over the T erm of the Agreement. Any extraordinary Rate 1348 adjustment shall be reduced by amounts of reimbursement Contractor received from other sources 1349 specifically for such change in scope or Change in Law. For purposes of clarity, the operating ratio 1350 formula/mechanism referenced above solely pertain to the directly impacted costs and revenue 1351 loss at issue, and not on the overall financial performance of the Agreement. 1352 The City Representative shall have the right to request any other information that they, in their 1353 reasonable judgment, determine is necessary to establish the reasonableness or accuracy of 1354 Contractor’s request for an extraordinary Rate increase. Contractor’s failure to provide any such 1355 documentation that may be required to prove the accuracy of their calculations within thirty (30) 1356 calendar days may result in either the denial of or a delay in the approval of the request for an 1357 extraordinary Rate increase. 1358
The City shall have a ninety (90) Business Day review period following receipt of Contractor’s 1359 application for the requested extraordinary Rate adjustment. During this period, the City may 1360 request, and Contractor shall provide, supporting documentation that justifies the increase. Should 1361 the Parties be in dispute over the adjusted Rate at the end of the ninety (90) Business Day period, 1362 no adjustment shall be made and the dispute shall be subject to Section 10.9 of this Agreement. 1363 Upon resolution of the dispute , and assuming both Parties agree on the adjustment of the Rate, 1364 Contractor shall be entitled to the adjusted Rate retroactively to the effective date of the increased 1365 Allowable Costs. 1366
C. Allowable Costs. If the extraordinary Rate adjustment review warrants an increase in the applicable 1367 Rate(s), and such adjustment is sought due to increased costs, the adjustment shall cover only 1368 Allowable Costs (defined below) and such Allowable Costs shall be in the proportion of the total 1369 volume that Contractor reasonably projects that the City will deliver to the Approved Facility for the 1370 Term of this Agreement, compared with all other users of the Approved Facility. 1371 222

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“Allowable Costs” shall include: incremental operating, maintenance, monitoring, reporting, and 1372 capital costs, including, but not limited to, the costs of making improvements (including, but not 1373 limited to, future Landfill cells) or modifications at the Approved Facility necessary to perform under 1374 this Agreement, but only to the extent brought about by a Change in Law, pursuant to Subs ection 1375

8.4.E, or a City -directed change in scope, pursuant to Section 3.5 , that are not otherwise fully 1376 recovered by Contractor under another Rate adjustment mechanism of this Agreement. Contractor 1377 shall notify the City in writing sixty (60) calendar days in advance of any request for increase in the 1378 Per-Ton Rate pursuant to this Section. 1379
D. Change in Scope. As part of Contractor’s written proposal under Subsection 3.5.B of this Agreement, 1380 Contractor shall furnish the City with projected operational and cost data for the change in scope 1381 to support any requested extraordinary Rate adjustment. If Contractor receives funding for 1382 Contractor’s implementation of its obligations under the requested change in scope from a third -1383 party entity, including, but not limited to , a Stewardship Organization , Contractor shall not be 1384 entitled to an extraordinary Rate adjustment under this Section. If such third-party entity does not 1385 fully cover the cost and reduced revenue for Contractor’s implementation of its obligations under 1386 the requested change in scope, then Contractor may petition for an extraordinary Rate adjustment 1387 pursuant to this Section for any unrecovered costs and reduced revenue. 1388 Contractor specifically acknowledges that SB 54 is intended to provide cost relief and/or new 1389 revenue to local governments and their ratepayers, but the specific nature and mechanics of such 1390 compensation remains to be defined in final regulations. The City may initiate a change in scope 1391 pursuant to this Section and Section 3.5 in order to maximize the value of such ratepayer relief, 1392 once it is defined in final regulations. Contractor shall cooperate with the City in implementing the 1393 compensation mechanics and procedures specified under the final regulations. Such cooperation 1394 may include, but is not limited to, providing additional data, calculations, or records, meeting with 1395 the City and/or the applicable Stewardship Organization(s), and supporting administrative activities 1396 that the City Representative deems reasonably necessary to implement the regulations. 1397 E. Change in Law. The provisions of this Section shall only include Changes in Law after the Effective 1398 Date for which Contractor substantiates the cost and/or revenue impact of the Change in Law in 1399 accordance with the requirements of this Section. 1400 The Parties acknowledge that, as of the date of this Agreement, the State has passed SB 54, where 1401 further regulatory requirements may be established. Contractor’s compliance with such regulations 1402 shall not warrant any increase to Contractor’s Compensation, except as otherwise provided under 1403 Subsections 1.2.N and 8.4.D and Section 3.7. Contractor agrees to minimize the impact of the costs 1404 related to such rules and regulations prior to the final rules and regulations being promulgated to 1405 ensure the greatest flexibility for compliance. 1406
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ARTICLE 9. 1407
INDEMNITY, INSURANCE, AND PERFORMANCE 1408
BOND 1409

9.1 INDEMNIFICATION 1410
A. General. Contractor shall indemnify, defend with counsel reasonably acceptable to the City, and 1411 hold harmless (to the full extent permitted by law) the City and its officers, elected and appointed 1412 officials, employees, volunteers, and agents from and against any and all claims, liability, loss, 1413 injuries, damages, expenses, and costs (including, without limitation, costs and fees of litigation, 1414 including reasonable attorneys’ and expert witness fees and costs) of every nature arising out of or 1415 in connection with Contractor’s performance under this Agreement, or its failure to comply with 1416 any of its obligations contained in this Agreement, except to the extent such loss or damage was 1417 caused by the negligence or willful misconduct of the City. The provisions of this Section shall survive 1418 the expiration or termination of this Agreement and shall not be construed as a waiver of the City’s 1419 legal or equitable rights as defined herein and permitted under Applicable Law. 1420 B. Exempt Waste Indemnification. Contractor acknowledges that it is responsible for compliance 1421 during the entire Term of this Agreement with all Applicable Laws. Contractor shall not store, 1422 Transport, use, or Dispose of any Exempt Waste, except in strict compliance with all Applicable 1423 Laws. 1424
Contractor shall indemnify, defend with counsel acceptable to the City, protect, and hold harmless 1425 the City and its officers, employees, volunteers, and agents (collectively, “ Indemnitees”) from and 1426 against all claims, damages (including, but not limited to, special, consequential, natural resources, 1427 and punitive damages), injuries, costs, (including, without limitation, any and all response, 1428 remediation, and removal costs), losses, demands, debts, liens, liabilities, causes of action, suits, 1429 legal or administrative proceedings, interest, fines, charges, penalties, and expenses (including, 1430 without limitation, attorneys’ and expert witness fees and costs incurred in connection with 1431 defending against any of the foregoing or in enforcing this indemnity) (collectively, “Damages”), of 1432 any kind whatsoever paid, incurred , suffered by, or asserted against, I ndemnitees arising from or 1433 attributable to the acts or omissions of Contractor, whether or not negligent or otherwise culpable, 1434 in connection with or related to the performance of this Agreement, including, without limitation, 1435 damages arising from or attributable to any operations, repair, clean up or detoxification, or other 1436 plan (regardless of whether undertaken due to governmental action) concerning any Exempt Waste 1437 handled under this Agreement, except to the extent such Damage was caused by the negligence or 1438 willful misconduct of the City. The foregoing indemnity is intended to operate as an agreement 1439 pursuant to §107(e) of CERCLA, 42 USC. §9607(e) and California Health and Safety Code §25364 to 1440 defend, protect, hold harmless, and indemnify the City from liability. 1441 This provision is in addition to all other provisions in this Agreement and shall survive the expiration 1442 or earlier termination of this Agreement. Nothing in this paragraph shall prevent the City from 1443 seeking indemnification or contribution from Persons or entities other than I ndemnitees, for any 1444 liabilities incurred by the City or the Indemnitees. 1445 In the event that Contractor negligently or willfully mishandles Exempt Waste in the course of 1446 carrying out its activities under this Agreement, Contractor shall, at its sole expense, promptly take 1447 all investigatory and/or remedial action reasonably required for the remediation of such 1448 224

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environmental contamination. Prior to undertaking any investigatory or remedial action, however, 1449 Contractor shall first obtain the City’s approval of any proposed investigatory or remedial action. 1450 Should Contractor fail at any time to promptly take such action, the City may undertake such action 1451 at Contractor’s sole cost and expense, and Contractor shall reimburse the City for all such expenses 1452 within thirty (30) calendar days of being billed for those expenses. Any amount not paid within that 1453 thirty (30) calendar day period shall thereafter be deemed delinquent and subject to the delinquent 1454 fee payment provision of Section 7. 4. These obligations are in addition to any defense and 1455 indemnity obligations that Contractor may have under this Agreement. The provisions of this 1456 Section shall survive the termination or expiration of this Agreement. 1457 C. Regulatory Indemnification. Contractor’s duty to defend and indemnify herein includes all fines 1458 and/or penalties imposed by any regulatory agency, if the requirements of Applicable Law, including 1459 but not limited to, AB 939 (1989), SB 341 (2011), AB 1826 (2014), SB 1383 (2016), SB 343 (2021), SB 1460 54 (2022), AB 1201 (2022), and the Advanced Clean Fleet Rule, are not met by the City with respect 1461 to the services provided under this Agreement, and such failure is: (i) due to the failure of Contractor 1462 to meet its obligations under this Agreement; or , (ii) due to Contractor delays in providing 1463 information that prevents Contractor or the City from submitting reports to regulators in a timely 1464 manner. 1465
Notwithstanding any other provision in this Agreement, Contractor’s obligations in this Subsection, 1466 with respect to such Applicable Law, shall be subject to the provisions of Section 40059.1 of the 1467 Public Resources Code, and Contractor shall not be liable for any indemnity obligations or penalties 1468 under this Agreement in respect of any such requirements , except to the extent that indemnity 1469 obligations by Contractor are enforceable under said Section. 1470 D. CalPERS Eligibility Indemnification. Contractor’s employees, agents, or Subcontractors providing 1471 services under this Agreement shall not: (i) qualify for any compensation and benefit under the 1472 California Public Employees Retirement System (“ CalPERS”); (ii) be entitled to any benefits under 1473 CalPERS; (iii) enroll in CalPERS as an employee of the City; (iv) receive any employer contributions 1474 paid by the City for CalPERS benefits; or, (v) be entitled to any other CalPERS -related benefit that 1475 would accrue to a City employee. Contractor’s employees, agents, or Subcontractors hereby waive 1476 any claims to benefits or compensation described in this Section. This Section applies to Contractor 1477 notwithstanding any other agency, State or Federal policy, rule, regulation, law, or ordinance to the 1478 contrary. 1479
If Contractor’s employees, agents, or Subcontractors providing services under this Agreement claim, 1480 or are determined by a court of competent jurisdiction or CalPERS , to be eligible for enrollment in 1481 CalPERS of the City, Contractor shall indemnify, defend, and hold harmless the City for the payment 1482 of any employer and employee contributions for CalPERS benefits on behalf of the employee , as 1483 well as for payment of any penalties and interest on such contributions that would otherwise be 1484 the responsibility of the City. 1485
Contractor’s Compensation under this Agreement shall be the full and complete compensation to 1486 which Contractor and Contractor’s officers, employees, agents, and Subcontractors are entitled for 1487 performance of any work under this Agreement. Neither Contractor nor Contractor’s officers, 1488 employees, agents, and Subcontractors are entitled to any salary or wages, retirement, health, 1489 leave, or other fringe benefits applicable to City employees. The City will not make any Federal or 1490 225

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State tax withholdings on behalf of Contractor. The City shall not be required to pay any workers’ 1491 compensation insurance on behalf of Contractor. 1492
Contractor agrees to defend and indemnify the City for any obligation, claim, suit, or demand for 1493 taxes or retirement contribution, including any contribution to CalPERS, social security, salary or 1494 wages, overtime, or workers’ compensation payment that the City may be required to make on 1495 behalf of : (i) Contractor; (ii) any employee of Contractor ; or, (iii) any employee of Contractor 1496 construed to be an employee of the City for work performed under this Agreement. 1497 E. Hazardous Substance Indemnification. Contractor shall indemnify, defend with counsel acceptable 1498 to the City, protect, and hold harmless the City and its officers, employees, volunteers, and agents 1499 (collectively, “Indemnitees”) from and against all claims, damages (including, but not limited to, 1500 special, consequential, natural resources, and punitive damages), injuries, costs, (including, without 1501 limitation, any and all response, remediation , and removal costs), losses, demands, debts, liens, 1502 liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, 1503 penalties, and expenses (including, without limitation, attorneys’ and expert witness fees and costs 1504 incurred in connection with defending against any of the foregoing or in enforcing this indemnity) 1505 of any kind whatsoever paid, incurred, suffered by, or asserted against Indemnitees arising from or 1506 attributable to the acts or omissions of Contractor, whether or not negligent or otherwise culpable, 1507 in connection with or related to the performance of this Agreement, including, without limitation, 1508 damages arising from or attributable to any operations, repair, clean up or detoxification, or other 1509 plan (regardless of whether undertaken due to governmental action) concerning any Hazardous 1510 Substance or Hazardous Waste managed under this Agreement. This indemnity afforded to 1511 Indemnitees shall be limited to exclude coverage for intentional wrongful acts , negligence, or 1512 breach of Indemnitees or the Collection Contractor, and as provided below. Contractor shall be 1513 required to indemnify the City for the costs for any claims arising from the Disposal of Solid Waste 1514 at the Disposal site, including, but not limited to, claims arising under CERCLA. The foregoing 1515 indemnity is intended to operate as an agreement pursuant to §107(e) of CERCLA, 42 USC. §9607(e) 1516 and California Health and Safety Code §25364 to defend, protect, hold harmless, and indemnify the 1517 City from liability. 1518
This provision is in addition to all other provisions in this Agreement and shall survive the expiration 1519 or earlier termination of this Agreement. 1520
F. Measure D. Contractor shall indemnify, defend , and hold harmless the City and its officers, 1521 employees, agents, and volunteers, from and against any revenues withheld by the Alameda County 1522 Source Reduction and Recycling Board in the event the Source Reduction and Recycling goals or any 1523 other requirement of Section 64 of the Alameda County Charter (commonly known as Measure D) 1524 are not met by Contractor, with respect to the Recycling and Source Reduction programs under this 1525 Agreement, and such failure is due to the failure of Contractor to meet its obligations under this 1526 Agreement or due to Contractor delays in providing information that prevents Contractor or the 1527 City from submitting reports required by Measure D in a timely manner. 1528 G. Exempt Waste Defense and Indemnification. Except to the extent Liabilities are caused by the 1529 negligence or willful misconduct of the City or the Collection Contractor, Contractor shall defend, 1530 indemnify, and hold harmless, at its sole cost and expense with counsel reasonably acceptable to 1531 the City, the City (including the Persons described in the definition of " City" in Exhibit A) in any 1532 Actions that assert or allege Liabilities paid, incurred, suffered by, imposed upon, or asserted against 1533 226

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the City that result or are claimed to have resulted directly or indirectly from the presence, Disposal, 1534 escape, migration, leakage, spillage, discharge, release, or emission of Exempt Waste or petroleum 1535 to, in, on, at, or under the Landfill, whether: 1536

1. in one (1) or more instance. 1537

2. threatened or transpired. 1538

3. Contractor is negligent or otherwise culpable. 1539

4. those Liabilities are litigated, settled, or reduced to judgment. 1540 For purposes of this Indemnity, “ Liabilities” includes Liabilities arising from or attributable to any 1541 operations, repair, clean up or detoxification, or preparation and implementation of any removal, 1542 remedial, response, Closure, Post-Closure, or other plan, regardless of whether undertaken due to 1543 government directive or action, such as remediation of surface or ground water contamination and 1544 replacement or restoration of natural resources. 1545
The City reserves the right to retain , at its own cost and expense , cocounsel and Contractor shall 1546 direct Contractor’s counsel to assist and cooperate with such cocounsel with respect to the City’s 1547 defense. 1548
The foregoing indemnity is intended to operate as an agreement pursuant to 42 U.S.C. Section 1549 9607(e) and California Health and Safety Code Section 25364 to insure, protect, hold harmless, and 1550 indemnify the Authority from liability in accordance with this Section. 1551

9.2 INSURANCE 1552
A. General Requirements. Contractor shall, at its sole cost and expense, secure and maintain in effect, 1553 at all times during the Term of this Agreement, insurance against claims for injuries to P ersons or 1554 damages to property, which may arise from or in connection with Contractor’s performance of work 1555 or services under this Agreement. Contractor’s performance of work or services shall include 1556 performance by Contractor’s employees, agents, representatives, and Subcontractors, as permitted 1557 in accordance with Section 3.3 and Subsection 9.2.G. Contractor’s insurance shall not be less than 1558 the following coverage and limits of insurance described in this Section. 1559 B. Required Insurance Coverages and Minimum Limits of Insurance . During the Term of this 1560 Agreement, Contractor shall, at all times , maintain, at its expense, the following coverages and 1561 limits. The Commercial General Liability insurance shall include broad form property damage 1562 insurance. 1563

1. Insurance coverage shall include limits not less than the following . The limits of liability for 1564 Commercial General Liability and Business A utomobile Liability may be provided through a 1565 combination of primary and excess or umbrella liability policies. Excess policies shall be follow-1566 form to the underlying policies and include the required parties as additional insured. 1567 Commercial General Liability – Commercial General Liability coverage at least as broad as 1568 Insurance Services Office, Inc. (ISO) form CG 00 01 (or equivalent), in an amount not less than 1569 $10,000,000 per occurrence, $10,000,000 general aggregate, and $10,000,000 products and 1570 completed operations aggregate. The policy shall contain a per project or per location general 1571 aggregate endorsement. Contractor’s policy(s) shall be primary and shall not seek 1572 227

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contribution from the City . The policy(s) shall be endorsed using ISO form CG 20 10 (or 1573 equivalent) for ongoing operations and ISO form CG 20 37 (or equivalent) for completed 1574 operations to provide that the City and its officers, agents, employees, and volunteers shall 1575 be included as additional insureds under such policy(s). The policy(s) shall not contain an 1576 insured versus insured exclusion endorsement or any endorsements modifying contractual 1577 liability and defense costs shall be paid in addition to the limits. The policy shall allow or be 1578 endorsed to include a waiver of subrogation in favor of the City. 1579 Business Automobile Liability – Business auto mobile liability coverage for owned, non -1580 owned, and hired autos using ISO Business Auto Coverage form CA 00 20 (or equivalent) with 1581 a limit of no less than $10,000,000 per accident. The Automobile liability shall be endorsed to 1582 contain MCA 90 coverage. The policy shall allow or be endorsed to include a waiver of 1583 subrogation in favor of the City and its officers, agents, employees, and volunteers. The policy 1584 shall provide that the City and its officers, agents, employees, and volunteers is/are included 1585 or named as additional insureds. 1586
Workers’ Compensation – Statutory Limits/Employers’ Liability – Statutory Workers’ 1587 Compensation Liability coverage and Employer’s Liability coverage for all Persons employed 1588 directly or indirectly by Contractor. The Statutory Workers’ Compensation Insurance and 1589 Employer’s Liability Insurance shall be provided with limits of not less than $1,000,000 each 1590 accident, $1,000,000 by disease -policy limit, and $1,000,000 by disease -each employee. In 1591 the alternative, Contractor may rely on a self-insurance program to meet those requirements, 1592 but only if the program of self -insurance complies fully with the provisions of the California 1593 Labor Code. Determination of whether a self -insurance program meets the standards of the 1594 Labor Code shall be solely in the discretion of the City . The insurer, if insurance is provided, 1595 or Contractor, if a program of self-insurance is provided, shall waive all rights of subrogation 1596 against the City and its officers, officials, employees, and agents for loss arising from work 1597 performed under this Agreement. 1598
Hazardous Waste and Environmental Impairment Liability – Hazardous Waste and 1599 Environmental Impairment Liability coverage or Pollution Liability coverage shall be provided 1600 for liability arising out of sudden, accidental, and gradual pollution and remediation. The 1601 policy limit shall be no less than $ 10,000,000 per claim. All activities contemplated in this 1602 Agreement shall be specifically scheduled on the policy as “covered operations.” The policy 1603 shall provide coverage for the hauling of Solid Waste from the Generators’ Premises to the 1604 final Disposal location, including non -owned Disposal sites. The policy shall be endorsed to 1605 include the City and its officers, employees, and volunteers as additional insureds via blanket 1606 form endorsement. 1607

2. The City and its officers, agents, employees , and volunteers shall be included as additional 1608 insureds on all but the Workers’ Compensation endorsements as respects: Liability arising out 1609 of activities performed by, or on behalf of, Contractor; products and completed operations of 1610 Contractor; premises owned, leased or used by Contractor; and automobiles owned, leased, 1611 hired or borrowed by Contractor. The coverage shall contain no special limitations on the 1612 scope of protection afforded to the City and its officers, agents, employees, and volunteers. 1613 The Automobile liability is endorsed to contain MCA 90 coverage. 1614

3. Said policies shall remain in force through the life of this Agreement and, with the exception 1615 of Pollution Legal liability coverage, shall be payable on a “per occurrence” basis , unless the 1616 228

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City Risk Manager specifically consents in writing to a “claims made” basis . For all “claims 1617 made” coverage, in the event that Contractor changes insurance carriers , Contractor shall 1618 purchase “tail” coverage or otherwise provide for continuous coverage covering the T erm of 1619 this Agreement and not less than three (3) years thereafter. Proof of such “tail” or other 1620 continuous coverage shall be required at any time that Contractor changes to a new carrier 1621 prior to receipt of any payments due. 1622

4. The deductibles or self-insured retentions are for the account of Contractor and shall be the 1623 sole responsibility of Contractor. 1624

5. Each required insurance policy shall provide or be endorsed to state that coverage shall not 1625 be cancelled, suspended, voided, or reduced in limits , except after thirty (30) calendar days ’ 1626 prior written notice has been given to the City Representative, except that ten (10) days’ prior 1627 written notice shall apply in the event of cancellation for nonpayment of premium. If a carrier 1628 will not provide the required notices, Contractor shall provide written notice to the City 1629 Representative no later than ten (10) Business Days before any policy is cancelled, suspended, 1630 voided, or reduced in limits. 1631

6. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-VII, 1632 unless otherwise approved by the City Risk Manager. 1633

7. The policies shall cover all activities of Contractor and its officers, employees, agents , and 1634 volunteers arising out of or in connection with this Agreement. 1635

8. Coverage shall state that Contractor's insurance shall apply separately to each insured against 1636 whom claim is made or suit is brought, except with respect to the limits of the insurer's 1637 liability. 1638

9. For any claims relating to this Agreement, Contractor’s insurance coverage shall be primary 1639 and non-contributory, including as respects the City and its officers, agents, employees, and 1640 volunteers. Any insurance maintained by the City shall apply in excess of, and not contribute 1641 with, insurance provided by Contractor’s liability insurance policy. 1642

10. Contractor shall waive all rights of subrogation against the City and its officers, agents, 1643 employees, and volunteers. 1644

11. Any failure to comply with reporting provisions of the policies shall not affect Contractor’s 1645 obligations to the City and its officers, employees, agents, and volunteers or the Collection 1646 Contractor. 1647
C. Endorsements and Verification of Coverage. Prior to the Effective Date pursuant to this Agreement, 1648 Contractor shall furnish the City Representative with certificates or original endorsements reflecting 1649 coverage required by this Agreement. Each required endorsement shall be attached to the 1650 certificates of insurance. The certificates or endorsements for each insurance policy are to be signed 1651 by a Person authorized by that insurer to bind coverage on its behalf. All certificates or 1652 endorsements are to be declared to, and approved by, the City Risk Manager before work 1653 commences. Insurance is to be placed with insurers acceptable to the City Risk Manager. 1654 Proof of insurance shall be mailed to the following address , or any subsequent address as may be 1655 directed in writing by the City Risk Manager and/or the City Representative: 1656 CITY OF DUBLIN 1657
Attn: Risk Management 1658
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100 Civic Plaza 1659
Dublin, CA 94568 1660
D. Renewals. During the Term of this Agreement, Contractor shall furnish the City Risk Manager with 1661 new certificates or original endorsements reflecting renewals, changes in insurance companies, and 1662 any other documents reflecting the maintenance of the required coverage throughout the entire 1663 Term of this Agreement. The certificates or endorsements are to be signed by a Person authorized 1664 by that insurer to bind coverage on its behalf. Proof of insurance shall be mailed to the same address 1665 listed in Subsection 9.2.C above , or any subsequent address as may be directed in writing by the 1666 City Risk Manager and/or the City Representative. 1667 E. Workers' Compensation. Contractor shall provide Workers’ Compensation coverage as required by 1668 State law and shall comply with Section 3700 of the State Labor Code. 1669 F. Contractor Compliance. Contractor shall comply with all requirements of policies and the insurers. 1670 Carrying insurance shall not relieve Contractor from any obligations under this Agreement. Nothing 1671 in this Agreement may be construed as limiting in any way the extent to which Contractor may be 1672 held responsible for payments of damages to Persons or property resulting from Contractor's or any 1673 Subcontractors’ performance of services. 1674
G. Subcontractor Insurance Requirements. Subject to the City’s approval of Contractor’s use of any 1675 Subcontractor(s) in accordance with Section 3.3 , Contractor shall include all S ubcontractor(s) as 1676 insureds under its policies or shall obtain separate certificates and endorsements for each 1677 Subcontractor. All coverages for any approved S ubcontractor(s) shall be subject to all of the 1678 requirements stated herein and name the City as an additional insured. The City Representative 1679 may waive or excuse these insurance requirements in its sole discretion. Contractor shall require 1680 that all Subcontractor(s) comply with all material terms of this Agreement. 1681 H. Modification of Insurance Requirements. The insurance requirements provided in this Agreement 1682 may be modified or waived by the City Risk Manager, in writing, upon the request of Contractor if 1683 the City Risk Manager determines such modification or waiver is in the best interest of the City 1684 considering all relevant factors, including exposure to the City 1685 I. Rights of Subrogation. All required insurance policies shall preclude any underwriter's rights of 1686 recovery or subrogation against the City , with the express intention of the Parties being that the 1687 required insurance coverage protects both Parties as the primary coverage for any and all losses 1688 covered by the above- described insurance. Contractor shall ensure that any companies issuing 1689 insurance to cover the requirements contained in this Agreement agree that they shall have no 1690 recourse against the City for payment or assessments in any form on any policy of insurance. The 1691 clauses “Other Insurance Provisions” and “Insured Duties in the Event of an Occurrence, Claim or 1692 Suit,” as it appears in any policy of insurance in which the City is named as an additional insured , 1693 shall not apply to the City. 1694

9.3 PERFORMANCE BOND 1695
Within seven (7) calendar days of the City ’s notification to Contractor that the City has executed this 1696 Agreement, Contractor shall file with the City a bond, payable to the City and in a format approved by the 1697 City, securing Contractor's performance of its obligations under this Agreement . Such bond shall be 1698 renewed annually, if necessary, so that the performance bond is maintained at all times during the Term. 1699 230

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The principal sum of the bond shall be four hundred seventy five thousand dollars ($ 475,000). The bond 1700 shall be adjusted every three (3) years, commencing with Rate Period Three, to equal three (3) months of 1701 the prior Rate Period’s annual Gross Receipts . The bond shall be executed as surety by a corporation 1702 authorized to issue surety bonds in the State of California that has a rating of A or better in the most 1703 recent edition of Best’s Key Rating Guide, and that has a record of service and financial condition 1704 satisfactory to the City. 1705
In lieu of a performance bond, the City and Contractor may agree that Contractor shall provide for the 1706 issuance of an irrevocable stand by letter of credit (the "Letter of Credit") by a bank approved by the City 1707 in its sole discretion (the "Bank") for the benefit of the City for at least the duration of the Contract Year 1708 for which the L etter of Credit is deposited . Such Letter of Credit shall be in the amount o f two million 1709 dollars ($2,000,000). Nothing in this Section shall in any way obligate the City to accept a Letter of Credit 1710 in lieu of the performance bond. 1711
The expiration date of the Letter of Credit must be sooner than the Term of this Agreement provided in 1712 Section 2.1, unless it provides that it will not be terminated, modified, or not renewed, except after prior 1713 written notice by certified mail, return receipt requested, to the City sixty (60) calendar days in advance 1714 of termination or failure to renew. The Letter of Credit may expire on the date on which the Bank receives 1715 a certificate from the City saying that: (i) the Term has expired; (ii) this Agreement has been terminated 1716 and Contractor owes the City no money under this Agreement ; or, (iii) Contractor has substituted an 1717 alternative letter of credit or other security document acceptable to the City in the City's sole discretion. 1718 The form of the Letter of Credit, including the procedures for and place of demand for payment and 1719 drawing certificate attached thereto, is subject to approval of the City in its sole discretion, following the 1720 notice procedures defined in Section 12. 12 below. The Letter of Credit must be transferable to any 1721 successor or assignee of the City. 1722
The City shall have the right to draw against the faithful performance bond or the Letter of Credit in the 1723 event of a n uncured default pursuant to Section 10.2 . Within five (5) calendar days of receipt of notice 1724 from the City of such default, Contractor shall renew or replace such sums of money as needed to bring 1725 the faithful performance bond or Letter of Credit current. 1726

9.4 CORPORATE GUARANTY 1727
Concurrently with execution of this Agreement, Contractor shall furnish a Guaranty of its performance 1728 under this Agreement, in the form attached hereto as Exhibit H and incorporated herein by reference, 1729 properly executed by USA Waste of California, Inc. 1730 ARTICLE 10. 1731
DEFAULT AND REMEDIES 1732

10.1 EVENTS OF DEFAULT 1733
All provisions of the Agreement are considered material. Each of the following shall constitute an event 1734 of default, except where such performance failure is excused by a Force Majeure Event in accordance with 1735 Section 10.7. 1736
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A. Fraud or Deceit. Contractor, its Affiliates, any Subcontractor, or any other Person employed by or 1737 with an ownership interest in Contractor, its Affiliates, or any Subcontractor practices, or attempts 1738 to practice, any fraud or deceit upon the City. 1739
B. Insolvency or Bankruptcy. Contractor becomes insolvent, unable, or unwilling to pay its debts, or 1740 upon entry of an order for relief in favor of Contractor in a bankruptcy proceeding. 1741 C. Failure to Maintain Coverage. Contractor fails to provide or maintain in full force and e ffect the 1742 workers' compensation, liability, or any other insurance coverage as required by this Agreement. 1743 D. Violations of Regulation. Contractor receives any notices, citations, orders, or filings of any 1744 regulatory body having authority over Contractor relative to this Agreement, provided that 1745 Contractor may contest any such orders or filings by appropriate proceedings conducted in good 1746 faith, in which case no breach or default of this Agreement shall be deemed to have occurred. 1747 E. Violations of Applicable Law. Contractor has been found by a court of proper jurisdiction to be in 1748 violation of Applicable Law (other than criminal law) directly or indirectly related to the 1749 performance of this Agreement, provided that Contractor may contest any such allegation or finding 1750 by appropriate proceedings conducted in good faith, in which case no breach or default of this 1751 Agreement shall be deemed to have occurred. 1752
F. Failure to Perform Direct Services. 1753

1. General. Contractor fails to A ccept City Delivered Materials at the Approved Facility(ies) or 1754 ceases to provide Post -Collection Services as required under this Agreement for a period of 1755 two (2) consecutive calendar days or more, for any reason within the control of Contractor. 1756

2. Suspension or Termination of Service . There is any termination or suspension of the 1757 transaction of business by Contractor related to this Agreement lasting more than two (2) 1758 calendar days. 1759

3. Labor Unrest . Except as otherwise provided in Section 10.7, Contractor fails to perform 1760 services as required under this Agreement for any period of time due to labor unrest, including 1761 but not limited to strike, work stoppage or slowdown, sick-out, picketing, or other concerted 1762 job action conducted by Contractor’s employees or directed at Contractor or an Affiliate; or 1763 any labor action initiated by Contractor, including, but not limited to, a lock-out. 1764

4. Facility Disruption. Contractor is unable to use any of the Approved or Alternate Facilities 1765 under this Agreement for more than thirty (30) Days in a consecutive twelve (12) month 1766 period. 1767
G. Failure to Use Approved Facilities. Contractor fails to deliver City Delivered Materials to the 1768 appropriate Approved or Alternate Processing or Disposal Facility for each material type. 1769 H. Failure to Pay or Report. Contractor fails to make any payments to the City required under this 1770 Agreement, including payment of City Reimbursements or Liquidated Damages, or Contractor fails 1771 to pay Approved Facility operators as provided under this Agreement and/or refuses to provide the 1772 City with required information, reports, and/or records in a timely manner as provided for in the 1773 Agreement. 1774
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I. Acts or Omissions. Any other act or omission by Contractor that violates the terms, conditions, or 1775 requirements of this Agreement or Applicable Law and that is not corrected or remedied within the 1776 time set in the written notice of the violation. However, if Contractor cannot reasonably correct or 1777 remedy the breach or violation within the time set forth in such notice , Contractor shall not be in 1778 default if it promptly commences to correct or remedy such violation and diligently effect s such 1779 correction or remedy within a reasonable period of time thereafter. 1780 J. False, Misleading, or Inaccurate Statements. Any representation or disclosure made to the City by 1781 Contractor in connection with or as an inducement to entering into this Agreement, or any future 1782 amendment to this Agreement, which proves to be false or misleading in any material respect as of 1783 the time such representation or disclosure is made, whether or not any such representation or 1784 disclosure appears as part of this Agreement; and, any Contractor- provided report containing a 1785 misstatement, misrepresentation, data manipulation, or an omission of fact or content explicitly 1786 defined by the Agreement, excepting non-numerical typographical and grammatical errors. 1787 K. Seizure or Attachment. There is a seizure of, attachment of, or levy on some or all of Contractor’s 1788 operating equipment, including, without limitation, its equipment, maintenance or office facilities, 1789 or Approved Facility(ies) owned/operated by Contractor, by Affiliates, and/or by Subcontractors, or 1790 any part thereof. 1791
L. Criminal Activity. Contractor, its officers, or managers are found guilty of Criminal Activity related 1792 directly or indirectly to performance of this Agreement or any other agreement held with the City; 1793 or employees found guilty of Criminal Activity related directly or indirectly to performance of this 1794 Agreement or any other agreement held with the City and are who not terminated or reassigned as 1795 a result of such activity. 1796
M. Assignment without Approval. Contractor transfers or assigns this Agreement without the express 1797 written approval of the City, unless the assignment is permitted without City approval pursuant to 1798 Section 12.9. 1799
N. Failure to Perform Any Obligation. Contractor fails to perform any obligation established under this 1800 Agreement. 1801
The City shall provide Contractor written notice of default within seven (7) calendar days of the City’s first 1802 knowledge of Contractor’s default. 1803

10.2 RIGHT TO TERMINATE UPON UNCURED DEFAULT 1804
Contractor shall be given five (5) Business Days from written notification by the City to cure any default 1805 which, in the City Manager’s sole, but reasonable , opinion, creates a potential public health or safety 1806 threat; provided, however, if Contractor cannot reasonably correct or remedy the default within the time 1807 set forth in a notice of violation, it shall be given additional time to cure, as reasonably determined by the 1808 City Manager, provided that Contractor commences to correct or remedy such violation within the time 1809 set forth in such notice and diligently effects such correction or remedy thereafter. 1810 Contractor shall be given five (5) Business Days from written notification by the City to cure any default 1811 arising under S ubsections A, B, C, L, and M in Section 10.1; provided, however, if Contractor cannot 1812 reasonably correct or remedy the default within the time set forth in a notice of violation, it shall be given 1813 additional time to cure , as reasonably determined by the City Representative , provided that Contractor 1814 233

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commences to correct or remedy such violation within the time set forth in such notice and diligently 1815 effects such correction or remedy thereafter. Contractor shall be given five (5) Business Days from written 1816 notification by the City to cure any default arising under Subsections F.1 and F.2 in Section 10.1. 1817 Contractor shall be given thirty (30) calendar days from written notification by the City to cure any other 1818 default (that is not required to be cured within five (5) Business Days); provided, however, if Contractor 1819 cannot reasonably correct or remedy the default within the time set forth in a notice of violation, it shall 1820 be given additional time , as reasonably determined by the City Representative, to cure, provided that 1821 Contractor commences to correct or remedy such violation within the time set forth in such notice and 1822 diligently effects such correction or remedy thereafter 1823

10.3 CITY’S REMEDIES IN THE EVENT OF DEFAULT 1824
Upon Contractor’s default, the City has the following remedies: 1825 A. Waiver of Default. The City may waive any event of default or Contractor’s requirement to cure a 1826 default event if the City determines that such waiver would be in the best interest of the City . The 1827 City’s waiver of an event of default is not a waiver of future events of default that may have the 1828 same or similar conditions. 1829
B. Suspension of Contractor’s Obligation. The City may suspend Contractor’s performance of its 1830 obligations if Contractor fails to cure default in the time frame specified in Section 10.2 until such 1831 time Contractor can provide assurance of performance in accordance with Section 10.8. 1832 C. Liquidated Damages. The City may assess Liquidated Damages for Contractor’s failure to meet 1833 specific performance standards pursuant to Section 10.6 and Exhibit F. 1834 D. Termination. In the event that Contractor should default, and the default is not cured pursuant to 1835 Section 10.2 , then the City may, at its option, terminate this Agreement. In the event the City 1836 decides to terminate this Agreement, the City shall serve upon Contractor twenty (20) calendar 1837 days’ written notice of its intention to terminate. In the event the City exercises its right to terminate 1838 this Agreement, the City may, at its option, upon such termination, either directly undertake 1839 performance of the services or arrange with other Persons to perform the services with or without 1840 a written agreement. This right of termination is in addition to any other rights of the City upon a 1841 failure of Contractor to perform its obligations under this Agreement. 1842 Contractor shall not be entitled to any further revenues from Processing or Disposal operations 1843 authorized hereunder from and after the date of termination. 1844 E. Other Available Remedies. The City’s election of one (1) or more remedies described herein shall 1845 not limit the City from any and all other remedies at law and in equity , including injunctive relief, 1846 etc. 1847

10.4 POSSESSION OF RECORDS UPON TERMINATION 1848
In the event of termination for an event of default, Contractor shall, subject to Applicable Law, including 1849 laws governing data security and privacy, furnish the City Manager with immediate access to all of its 1850 records related to the Post-Collection Services provided under this Agreement. 1851 234

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10.5 CITY'S REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE 1852 The City's rights to terminate the Agreement under Section 1 0.2 and to take possession of Contractor's 1853 records under Section 1 0.4 are not exclusive, and the City's termination of the Agreement and/or the 1854 imposition of Liquidated Damages shall not constitute an election of remedies. Instead, these rights shall 1855 be in addition to any and all other legal and equitable rights and remedies which the City may have. 1856 By virtue of the nature of this Agreement; the urgency of timely, continuous, and high-quality service; the 1857 lead time required to effect alternative service ; and, the rights granted by the City to Contractor, the 1858 remedy of damages for a breach hereof by Contractor is inadequate and the City shall be entitled to 1859 injunctive relief (including, but not limited to, specific performance). 1860

10.6 PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES 1861
A. General. The Parties find that, as of the time of the execution of this Agreement, it is impractical, if 1862 not impossible, to reasonably ascertain the extent of damages incurred by the City as a result of a 1863 breach by Contractor of its obligations under this Agreement . The factors relating to the 1864 impracticability of ascertaining damages include, but are not limited to, the fact that: (i) substantial 1865 damage results to members of the public who are denied services or denied quality or reliable 1866 service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of the benefits 1867 of the Agreement to individual members of the general public for whose benefit this Agreement 1868 exists, in subjective ways and in varying degrees of intensity, which are incapable of measurement 1869 in precise monetary terms; (iii) exclusive services might be available at substantially lower costs 1870 than alternative services and the monetary loss resulting from denial of services or denial of quality 1871 or reliable services is impossible to calculate in precise monetary terms; and, (iv) the termination of 1872 this Agreement for such breaches and other remedies are, at best, a means of future correction and 1873 not remedies that make the public whole for past breaches. 1874 B. Service Performance Standards; Liquidated Damages for Failure to Meet Standards. The Parties 1875 further acknowledge that consistent and reliable Processing and Disposal services are of utmost 1876 importance to the City and that the City has considered and relied on Contractor's representations 1877 as to its quality -of-service commitment in awarding the Agreement to Contractor. The Parties 1878 recognize that some quantified standards of performance are necessary and appropriate to ensure 1879 consistent and reliable service and performance . The Parties further recognize that , if Contractor 1880 fails to achieve the performance standards or fails to submit required documents in a timely 1881 manner, the City and its residents and businesses will suffer damages, and that it is, and will be, 1882 impractical and extremely difficult to ascertain and determine the exact amount of damages that 1883 City will suffer. Therefore, without prejudice to the City’s right to treat such non-performance as an 1884 event of default under this Section, the Parties agree that the Liquidated Damages amounts 1885 established in Exhibit F of this Agreement represent a reasonable estimate of the amount of such 1886 damages, considering all of the circumstances existing on the Effective Date of this Agreement, 1887 including the relationship of the sums to the range of harm to the City that reasonably could be 1888 anticipated and the anticipation that proof of actual damages would be costly or impractical. 1889 Contractor agrees to pay (as Liquidated Damages and not as a penalty) the amounts set forth in 1890 Exhibit F: Performance Standards and Liquidated Damages. 1891 235

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Before assessing Liquidated Damages, the City shall give Contractor notice of its intention to do so. 1892 Such notice must be within one hundred and twenty (120) days from when the City reasonably 1893 became aware of the underlying event. The notice will include a brief description of the incident(s) 1894 and non-performance. Each Party may review (and make copies at its own expense) all information 1895 in the possession of the other P arty relating to incident(s) and/or non -performance. Either Party 1896 may, within thirty (30) Business Days after the City issues the notice, request a meeting with the 1897 other Party. Each Party may present evidence of non-performance in writing and through testimony 1898 of its employees and others relevant to the incident(s) and alleged non-performance. The City 1899 Manager shall provide Contractor with a written explanation of their determination on each 1900 incident(s) and non-performance prior to authorizing the assessment of Liquidated Damages under 1901 this Section. Within ten (10) Business Days of receipt of such notice of intention to assess Liquidated 1902 Damages, or within forty (40) Business Days if the intended assessment results in a Material Impact, 1903 as defined in Section 5. 5, no Liquidated Damages may be imposed on Contractor until Contractor 1904 has been given a reasonable opportunity to respond to allegations and meet and confer with the 1905 City Manager. The City Manager’s decision shall be final, subject to Contractor’s ability to pursue 1906 judicial relief in accordance with Section 10.9. 1907
C. Amount. The City may assess Liquidated Damages for each Working Day or event, as appropriate, 1908 that Contractor is determined to be liable in accordance with this Agreement in the amounts 1909 specified in Exhibit F. Liquidated Damages shall be subject to annual adjustment on each July 1 equal 1910 to the Annual Percentage Change in the CPI-U, as defined in Section 8.3. 1911 D. Timing of Payment. Contractor shall pay any Liquidated Damages recoverable under this 1912 Agreement and assessed by the City within ten ( 10) Business Days of the date the Liquidated 1913 Damages are assessed. If they are not paid within the ten ( 10) Business Day period, the City may 1914 proceed against the performance bond required by the Agreement, order the termination of the 1915 rights or granted by this Agreement, or all of the above. 1916

10.7 EXCUSE FROM PERFORMANCE 1917
A. General. Notwithstanding any other provision in this Agreement, each Party shall be excused from 1918 performing its respective obligations hereunder and from any obligation to pay Liquidated Damages 1919 if it is prevented from so performing by reason of floods, earthquakes, other acts of nature, war, 1920 civil insurrection, riots, acts of any local, State, or Federal government (including judicial action), 1921 and other similar catastrophic events that are beyond the control of and not the fault of the Party 1922 claiming excuse from performance hereunder (each a “Force Majeure Event”). 1923 B. Third Party Labor Unrest. In the case of labor unrest or job action directed at a third party over 1924 whom Contractor has no control and the inability of Contractor to provide services in accordance 1925 with this Agreement due to the unwillingness or failure of the third party to: (i) provide reasonable 1926 assurance of the safety of Contractor's employees while providing such services ; or, (ii) make 1927 reasonable accommodations with respect to point of delivery, time of Acceptance, or other 1928 operating circumstances to minimize any confrontation with pickets or the number of P ersons 1929 necessary to perform Transfer, Transport, Processing, or Disposal services, to that limited extent, 1930 excuse performance. The foregoing excuse shall be conditioned on Contractor's cooperation in 1931 performing Transfer, Transport, Processing, and/or Disposal services at different times and in 1932 different locations (as provided in Section 4.1). If the Collection Contractor is unable to use any of 1933 the Approved or Alternate Facilities under this Agreement for more than thirty (30) Days in a 1934 236

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consecutive twelve (12) month period for any reason, including, but not limited to, third-party labor 1935 unrest, such circumstance shall be considered an event of default in accordance with Subs ection 1936

10.1.F. 1937
C. Contractor Labor Unrest. In the event of labor unrest, including, but not limited to , strike, work 1938 stoppage or slowdown, sick-out, picketing, or other concerted job action conducted by Contractor’s 1939 employees or directed at Contractor or Affiliate, Contractor shall be excused from performance 1940 (though such event shall not be considered a Force Majeure event) for the first seven (7) days of 1941 such labor unrest. Such labor unrest beyond seven (7) days shall not be excused from performance 1942 and such event shall not be considered a Force Majeure event under this Section. Contractor may 1943 direct City Delivered Materials to an Alternate Facility, if available, as provided in Section 4.1. In 1944 such case, Contractor shall continue to provide reasonably consistent, reliable, and uninterrupted 1945 levels of performance during the pendency thereof. Any labor action initiated by Contractor, 1946 including, but not limited to , a lock-out, to the extent it lasts beyond seven (7) days, shall not be 1947 grounds for any excuse from performance and Contractor shall thereafter perform all obligations 1948 under this Agreement during the pendency of such Contractor -initiated labor action. In the event 1949 that any labor unrest related to Contractor’s operations or Approved F acility(ies) causes those 1950 Approved Facilities to be partially or completely inaccessible by the Collection Contractor and 1951 thereby creates increased costs for the City and/or the Collection Contractor related to delivery to 1952 Alternate Facilities, Contractor shall be liable for any and all such costs. In the event of such 1953 increased costs, the City shall make a determination of the allowable costs under the Collection 1954 Agreement, as well as any direct or indirect costs incurred by the City during the pendency of such 1955 disruption. Contractor shall pay to the City or, at the City’s direction, the Collection Contractor the 1956 amount of such increased costs , as determined by the City within thirty (30) calendar days of 1957 receiving the City’s determination. 1958
D. Notice. The Party claiming excuse from performance shall, within two (2) calendar days after such 1959 Party has notice of such cause, or such additional time as is approved by the City Representative, 1960 give the other Party notice of the facts constituting such cause and asserting its claim to excuse 1961 under this Section. If either Party validly exercises its rights under this Section, the Parties hereby 1962 waive any claim against each other for any damages sustained thereby. 1963 E. Default and Termination. The partial or complete interruption or discontinuance of Contractor's 1964 services caused by one (1) or more Force Majeure Events , or for the first seven (7) days of such 1965 Contractor labor unrest under Subsection 10.7.C above, shall not constitute a default by Contractor 1966 under this Agreement , except as otherwise specified in Subs ection 10.1.F.4. Notwithstanding the 1967 foregoing, however, if Contractor is excused from performing its obligations hereunder for any of 1968 the causes listed in this Section for a period of thirty ( 30) calendar days or more, the City shall 1969 nevertheless have the right, in its sole discretion, to terminate this Agreement for convenience by 1970 giving ten (10) Business Days’ notice to Contractor, provided that Contractor does not fully resume 1971 performance of its obligations hereunder within such ten (10) Business Days , in which case the 1972 provisions of Section 10.4 shall apply. 1973

10.8 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE 1974
The Parties acknowledge that it is of the utmost importance to the City and the health and safety of all 1975 those members of the public residing or doing business within the City who will be adversely affected by 1976 237

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interrupted waste management service that there be no material interruption in services provided under 1977 this Agreement. 1978
If Contractor: (i) is the subject of any labor unrest lasting beyond seven (7) days, including work stoppage 1979 or slowdown, sick-out, picketing, or other concerted job action; (ii) appears in the reasonable judgment 1980 of the City to be unable to regularly pay its bills as they become due; or, (iii) is the subject of a civil or 1981 criminal judgment or order entered by a Federal, State, regional, or local agency for violation of an 1982 Applicable Law, and the City believes in good faith that Contractor's ability to perform under the 1983 Agreement has thereby been placed in substantial jeopardy, the City may, at its sole option and in addition 1984 to all other remedies it may have, demand from Contractor reasonable assurances of timely and proper 1985 performance of this Agreement, in such form and substance as the City believes in good faith is reasonably 1986 necessary in the circumstances to evidence continued ability to perform under the Agreement. If 1987 Contractor fails or refuses to provide satisfactory assurances of timely and proper performance in the 1988 form and by the date required by the City, such failure or refusal shall be an event of default for purposes 1989 of Section 10.1. 1990

10.9 DISPUTE RESOLUTION 1991
In the event of dispute between the City and Contractor regarding the interpretation of or the 1992 performance of services under this Agreement that results in a Material Impact to Contractor’s revenue 1993 and/or cost of operations, as defined in Section 5. 5, the provisions of this Section shall apply. These 1994 provisions shall not apply to matters in which the Agreement expressly indicates that a City decision or 1995 determination is final. 1996
A. Meet and Confer. The City and Contractor agree that they shall promptly meet and confer to 1997 attempt to resolve the matter between themselves. 1998 B. Mediation. In the event that disputes that arise under this Agreement cannot be resolved 1999 satisfactorily between the Parties in accordance with Subsection 10.9.A, the City and Contractor 2000 agree that such disputes shall be submitted to mandatory, non -binding mediation by a mutually 2001 agreed-upon independent third party. 2002
C. Period of Time. Insofar as allowed by Applicable Law, the period of time otherwise applicable for 2003 filing claims against the City under Applicable Law shall be tolled during the period of time for which 2004 meet and confer or mediation procedures are pending, in accordance with Subsections 10.9.A and 2005

10.9.B. 2006
D. Litigation. Litigation may be commenced only after all reasonable efforts to resolve the dispute(s) 2007 pursuant to Subsections 10.9.A and 10.9.B have failed and any necessary claim(s) have been denied. 2008

10.10 CONTRACTOR’S CORPORATE STATUS 2009
Contractor is a corporation duly organized, validly existing, and in good standing under the laws of the 2010 State. It is qualified to transact business in the State and has the power to own its properties and to carry 2011 on its business as now owned and operated and as required by this Agreement. 2012 238

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10.11 COOPERATION AND DISPUTES BETWEEN CONTRACTORS 2013 Contractor shall fully comply with its obligations to provide services under this Agreement , including 2014 Acceptance of City Delivered Materials by the Collection Contractor in a manner that meets the 2015 requirements of this Agreement and Applicable Law. Contractor shall also fully comply with its obligations 2016 to deliver City Delivered Materials to the Approved Commingled Organic Materials Processing Facility , 2017 Approved Commercial Food Scraps Processing Facility(ies), and Approved Disposal Facility. In the event of 2018 disputes between the Collection Contractor and Contractor , or between Contractor and the Approved 2019 Facility(ies), either party may provide written notice of the dispute to the City and any other party involved 2020 in the dispute. If Contractor initiates a written notice of dispute, such notice shall include a summary of 2021 the dispute, the Section(s) of the Agreement or agreements the asserted dispute arises from, an estimate 2022 of the asserted financial implications to Contractor, and a proposed resolution. Contactor agrees to a 2023 timely meet and confer directly with the Collection Contractor or Approved Facility(ies) in good faith to 2024 resolve the dispute for thirty (30) calendar d ays following the initial notice to the City and the other 2025 involved party. A longer period may be established if mutually agreed upon between the parties. If at the 2026 end of the thirty (30) day period, Contractor and the Collection Contractor or Contractor and Approved 2027 Facility(ies) have met and conferred in good faith but have not resolved the dispute, either party to the 2028 dispute may notify the City , and the City shall facilitate the dispute resolution procedure in accordance 2029 with Section 10.9, as well as any applicable provisions of the involved party’s contract with the City. In the 2030 event of a dispute, Contractor shall continue performance of Contractor’s obligations under this 2031 Agreement and shall attempt to continue to resolve that dispute in a cooperative manner, including, but 2032 not limited to, negotiating in good faith. 2033
ARTICLE 11. 2034
REPRESENTATIONS AND WARRANTIES OF 2035
THE PARTIES 2036
The Parties, by acceptance of this Agreement, represents and warrants the conditions presented in this 2037 Article. 2038

11.1 ACTS NECESSARY TO PERFORM SERVICE 2039
The City’s failure to specifically require an act necessary to perform any of the services required under 2040 this Agreement and comply with Appliable Law does not relieve Contractor of its obligation to perform 2041 such act, or the service(s) dependent on such act, or to comply with Applicable Law at all times throughout 2042 the Term of this Agreement. Further, any suggestions or recommendations, whether verbal or in writing, 2043 made by the City to Contractor shall not be relied upon by Contractor to the extent such suggestions or 2044 recommendations may compromise or inhibit Contractor’s performance under this Agreement or ability 2045 to comply with Applicable Law. Contractor assumes all liability and responsibility for actions and inactions 2046 to perform services under this Agreement in accordance with Applicable Law and expressly waives any 2047 claims against the City, or use of the City’s actions or inactions as a legal defense for Contractor’s failure 2048 to perform or comply with Applicable Law in the performance of this Agreement. 2049 In the event of any ambiguity as to the interpretation of the Agreement or the requirements of Contractor 2050 under this Agreement, Contractor shall be responsible for seeking clarity and approval from the City prior 2051 to engaging in actions to resolve ambiguities not otherwise explicitly stated in the Agreement. To the 2052 extent that Contractor engages or fails to engage in performing an act in violation of this Agreement or 2053 239

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Applicable Law and fails to obtain explicit written permission from the City in advance, Contractor shall 2054 be solely liable and the City shall not be responsible for any payment, compensation adjustments, or 2055 administrative support arising from Contractor’s actions or inactions. To the extent Contractor’s non -2056 compliance results in increased costs to the City, the City shall notify Contractor, identifying the dollar 2057 value of such cost impacts, and Contractor shall, within thirty (30) calendar days of written notice from 2058 the City, remit such costs to the City in the form of a direct payment sent or delivered to the City or paid 2059 to the City via an electronic payment method. The City retains the right to pursue any remedies specified 2060 in this Article in the event of non-compliance, at the City Representative’s sole discretion. 2061

11.2 CONTRACTOR’S CORPORATE AUTHORIZATION 2062
Contractor has the authority to enter this Agreement and perform its obligations under this Agreement . 2063 The Board of Directors of Contractor (or the shareholders, if necessary) has taken all actions required by 2064 law, its articles of incorporation, its bylaws, or otherwise to authorize the execution of this Agreement . 2065 The Person signing this Agreement on behalf of Contractor represents and warrants that they have 2066 authority to do so. This Agreement constitutes the legal, valid, and binding obligation of Contractor. 2067

11.3 AGREEMENT WILL NOT CAUSE BREACH 2068
To the best of Contractor's and the City’s knowledge, after reasonable investigation, the execution or 2069 delivery of this Agreement, or the performance by such Party of its respective obligations hereunder, does 2070 not conflict with, violate, or result in a breach of: (i) any Applicable Law ; or (ii) any term or condition of 2071 any judgment, order, or decree of any court, administrative agency, or other governmental authority, or 2072 any agreement or instrument to which Contractor or the City is a party or by which Contractor or any of 2073 its properties or assets are bound. 2074

11.4 NO LITIGATION 2075
To the best of Contractor's and the City’s knowledge, after reasonable investigation, there is no action, 2076 suit, proceeding, or investigation, at law or in equity, before or by any court or governmental authority, 2077 commission, board, agency , or instrumentality decided, pending, or threatened against either Party 2078 wherein an unfavorable decision, ruling, or finding, in any single case or in the aggregate, would: 2079 A. Materially adversely affect the performance by such Party of its obligations hereunder. 2080 B. Adversely affect the validity or enforceability of this Agreement. 2081 C. Materially adversely affect the financial condition of Contractor, or any surety or entity 2082 guaranteeing Contractor's performance under this Agreement. 2083

11.5 NO ADVERSE JUDICIAL DECISIONS 2084
To the best of Contractor’s and the City’s knowledge, after reasonable investigation, there is no judicial 2085 decision that would prohibit this Agreement or subject this Agreement to legal challenge. 2086 240

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11.6 NO LEGAL PROHIBITION 2087
To the best of each Party’s knowledge, after reasonable investigation, there is no Applicable Law in effect 2088 on the date that Party signed this Agreement that would prohibit the performance of that Party’s 2089 obligations under this Agreement and the transactions contemplated hereby. 2090

11.7 CONTRACTOR’S ABILITY TO PERFORM 2091
Contractor possesses the business, professional, and technical expertise to perform all services, 2092 obligations, and duties as described herein and required by this Agreement, including all Exhibits thereto. 2093 Contractor possesses the ability to secure the equipment, facility, and employee resources required to 2094 perform its obligations under this Agreement in accordance with Applicable Law. 2095 ARTICLE 12. 2096
OTHER AGREEMENTS OF THE PARTIES 2097

12.1 RELATIONSHIP OF PARTIES 2098
The Parties intend that Contractor shall perform the services required by this Agreement as an 2099 independent Contractor engaged by the City and not as an officer or employee of, a partner or agent of, 2100 or joint venturer with the City. No employee or agent of Contractor shall be, or shall be deemed to be, an 2101 employee or agent of the City. Contractor shall have the exclusive control over the manner and means of 2102 performing services under this Agreement, except as expressly provided herein. Contractor shall be solely 2103 responsible for the acts and omissions of its officers, employees, Subcontractors , and agents. Neither 2104 Contractor nor its officers, employees, Subcontractors , and agents shall obtain any rights to retirement 2105 benefits, workers' compensation benefits, or any other benefits that accrue to City employees by virtue 2106 of their employment with the City. 2107

12.2 FINANCIAL INTEREST 2108
Contractor warrants and represents that: (i) no elected official, officer, agent, or employee of the City has 2109 a financial interest directly or indirectly in this Agreement, nor the compensation to be paid under it; (ii) 2110 no City employee who acts in the City as a "purchasing agent ," as defined in the appropriate Section of 2111 California statutes, any elected or appointed officer of the City, or any spouse or child of such purchasing 2112 agent, employee, or elected or appointed officer is a partner, officer, director, or proprietor of Contractor; 2113 and, (iii) no such City employee, purchasing agent, City elected or appointed officer, or the spouse or child 2114 of any of them, alone or in combination, has a material interest in Contractor. Material interest means 2115 direct or indirect ownership of more than five percent (5%) of the total assets or capital stock of 2116 Contractor. 2117

12.3 PROHIBITION AGAINST GIFTS 2118
Contractor represents that Contractor is familiar with the City’s prohibition against the acceptance of any 2119 gift by a City officer or designated employee. Contractor shall not offer any City officer or designated 2120 employee any gifts prohibited by the City. 2121
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12.4 NONDISCRIMINATION 2122
In the performance of all work and services under this Agreement, Contractor shall not discriminate 2123 against any Person on the basis of such Person's race, sex, color, national origin, religion, marital status , 2124 or sexual orientation. Contractor shall comply with all applicable local, S tate, and Federal laws and 2125 regulations regarding nondiscrimination, including those prohibiting discrimination in employment. 2126

12.5 COMPLIANCE WITH LAW 2127
Contractor shall, at all times, at its sole cost (except as provided in Section 8.4), comply with all Applicable 2128 Laws now in force and as they may be enacted, issued or amended during the Term. 2129

12.6 GOVERNING LAW 2130
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the 2131 State. 2132

12.7 JURISDICTION 2133
Any litigation between the Parties arising out of this Agreement shall be brought and concluded 2134 exclusively in the Municipal or Superior Courts of Alameda County, State of California, or in the United 2135 States District Court for the Northern District of California to the fullest extent permissible by law. Each 2136 Party consents to service of process in any manner authorized by California law, which shall have exclusive 2137 jurisdiction over such litigation. With respect to venue, the Parties agree that this Agreement is made in 2138 and will be performed in Alameda County. 2139

12.8 BINDING ON SUCCESSORS 2140
The provisions of this Agreement shall inure to the benefit to and be binding on the successors and 2141 permitted assigns of the Parties. 2142

12.9 ASSIGNMENT 2143
Neither Party shall assign its rights nor delegate or otherwise transfer its obligations under this Agreement 2144 to any other Person without the prior written consent of the other Party . Any such assignment made 2145 without the consent of the other Party shall be void and the attempted assignment shall constitute a 2146 material breach of this Agreement. 2147
For purposes of this Section, " Assignment" shall include, but not be limited to: (i) a sale, exchange , or 2148 other transfer of substantially all of Contractor's local, regional, and/or corporate assets dedicated to 2149 service under this Agreement to a third party; (ii) a sale, exchange, or other transfer of ten percent (10%) 2150 or more of the local, regional, and/or corporate stock or ownership of Contractor to a Person (other than 2151 a transfer of shares in Contractor by the owner of such shares to members of the owner’s family or a trust 2152 for the benefit of the owner ’s family, to Contractor or to another owner of shares in Contractor) except 2153 that no cumulative sale, exchange, or transfer of shares may exceed twenty percent (20%) during the 2154 Term of the Agreement (other than a transfer of shares in Contractor by the owner of such shares to 2155 members of the owner’s family or a trust for the benefit of the owner’s family, to Contractor or to another 2156 owner of shares in Contractor) ; (iii) any reorganization, consolidation, merger, recapitalization, stock 2157 issuance or re -issuance, voting trust, pooling a greement, escrow arrangement, liquidation , or other 2158 242

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transaction to which Contractor or any of its shareholders is a party that results in a change of ownership 2159 or control of ten percent (10%) or more of the value or voting rights in the local, regional, and/or corporate 2160 stock of Contractor (excluding as the result of changes in ownership or control between an owner of 2161 shares in Contractor and Contractor, members of the o wner’s family, or a trust for the benefit of the 2162 owner’s family) ; (iv) any reorganization, consolidation, merger, recapitalization, stock issuance or re -2163 issuance, voting trust, pooling agreement, escrow arrangement, liquidation, or other transaction to which 2164 Contractor or any of its shareholders is a party that results in a change of ownership or control of ten 2165 percent (10%) or more of the value or voting rights in the local, regional, and/or corporate stock of 2166 Contractor that results from changes in ownership or control between an owner of shares in Contractor 2167 and another owner of shares in Contractor, unless Contractor engages a professional manager to oversee 2168 this Agreement; (v) divestiture of an Affiliate (e.g., trucking company, materials recovery facility, Transfer 2169 station) used by Contractor to fulfill its obligations under this Agreement; and, (vi) any combination of the 2170 foregoing (whether or not in related or contemporaneous transactions) that has the effect of any such 2171 transfer or change of local, regional, and/or corporate ownership and/or control of Contractor. For 2172 purposes of this Section, the term "Proposed Assignee" shall refer to the proposed transferee(s) or other 2173 successor(s) in interest pursuant to the Assignment. Except in the event of roman numeral (iv) above, the 2174 requirements of this section do not apply in the event of an assignment to an Affiliate of Contractor having 2175 the same ultimate parent. 2176
Contractor acknowledges that this Agreement involves rendering a vital service to the City's residents and 2177 businesses, and that the City has selected Contractor to perform the services specified herein based on : 2178 (i) Contractor's experience, skill, and reputation for conducting its Organic Materials and Solid Waste 2179 management operations in a safe, effective , and responsible fashion, at all times in keeping with 2180 Applicable Law, regulations , and good waste management practices ; and, (ii) Contractor's financial 2181 resources on a local, regional, and/or corporate level to maintain the required equipment and to support 2182 its indemnity obligations to the City under this Agreement. The City has relied on each of these factors, 2183 among others, in choosing Contractor to perform the services to be rendered by Contractor under this 2184 Agreement. 2185
If Contractor requests the City's consideration of and consent to an A ssignment, the City may deny or 2186 approve such request in its sole and complete discretion . No request by Contractor for consent to an 2187 Assignment shall need to be considered by the City unless and until Contractor has met the following 2188 requirements. The City may, in its sole discretion, waive one (1) or more of these requirements. 2189 A. On the date the City approves Contractor’s written request for the City’s written consent for an 2190 Assignment and the Assignment occurs, Contractor shall pay the City a transfer fee in the amount 2191 of one percent (1%) of the Gross Receipts for the most recently completed Rate Period. 2192 B. Contractor shall pay the City its actual expenses for attorneys’, consultants’, and accountants’ fees, 2193 staff time, and investigation costs necessary to investigate the suitability of any Proposed Assignee, 2194 and review and finalize any documentation required as a condition for appro ving any such 2195 Assignment. Such payment shall be required, regardless of the ultimate determination of the City, 2196 with regard to the approval or denial of the A ssignment . Upon submittal of Contractor’s request 2197 for Assignment to the City, Contractor shall submit an initial deposit of one hundred thousand 2198 dollars ($100,000) for this purpose. 2199
C. Contractor shall furnish the City with reviewed financial statements of the P roposed Assignee's 2200 operations for the immediately preceding three (3) operating years. 2201 243

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D. Contractor shall furnish the City with satisfactory proof that: (i) the Proposed Assignee has at least 2202 ten (10) years of Organic Materials and Solid Waste management experience on a scale equal to or 2203 exceeding the scale of operations conducted by Contractor under this Agreement; (ii) in the last five 2204 (5) years, the Proposed Assignee has not suffered any citations or other censure from any Federal, 2205 State, or local C ontractor having jurisdiction over its waste management operations due to any 2206 significant failure to comply with State, Federal, or local waste management laws and the assignee 2207 has provided the City with a complete list of such citations and censures; (iii) the Proposed Assignee 2208 has, at all times, conducted its operations in an environmentally safe and conscientious fashion; (iv) 2209 the Proposed Assignee conducts its operations and management practices in accordance with 2210 sound waste management practices in full compliance with all Federal, State , and local laws 2211 regulating the Processing and Disposal of Organic Materials and Solid Waste, including Hazardous 2212 Waste; and , (v) any other information required by the City demonstrates that the Proposed 2213 Assignee can fulfill the terms of this Agreement in a timely, safe, and effective manner. 2214 E. Contractor shall provide the City with any and all additional records or documentation that , in the 2215 City Manager’s sole determination, would facilitate the review of the proposed Assignment . 2216 Under no circumstances shall any proposed A ssignment be considered by the City if Contractor is in 2217 default at any time during the period of consideration . If, in the City ’s sole determination, there is any 2218 doubt regarding the compliance of Contractor with the Agreement, the City may require an audit of 2219 Contractor’s compliance and the costs of such audit shall be paid by Contractor in advance of the 2220 performance of said audit. 2221

12.10 NO THIRD-PARTY BENEFICIARIES 2222
This Agreement is not intended to, and will not be construed to, create any right on the part of any third 2223 party to bring an action to enforce any of its terms. 2224

12.11 WAIVER 2225
The waiver by either Party of any breach or violation of any provisions of this Agreement shall not be 2226 deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach of 2227 violation of the same or any other provision . The subsequent acceptance by either Party of any monies 2228 that become due hereunder shall not be deemed to be a waiver of any pre-existing or concurrent breach 2229 or violation by the other Party of any provision of this Agreement. 2230

12.12 NOTICE PROCEDURES 2231
All notices, demands, requests, proposals, approvals, consents, and other communications, which this 2232 Agreement requires, authorizes , or contemplates, shall be in writing and shall either be personally 2233 delivered to a representative of the Parties at the address below or deposited in the United States mail, 2234 first class postage prepaid, addressed as follows: 2235 If to the City: 2236
City of Dublin 2237
Attn: City Manager 2238
100 Civic Plaza 2239
Dublin, CA 94568 2240
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If to Contractor: 2241
Waste Management of Alameda County, Inc. 2242
Attn: President 2243
1333 E. Turner Road 2244
Lodi, CA 95240 2245
2246
The address to which communications may be delivered may be changed from time to time by a notice 2247 given in accordance with this Section. Notice shall be deemed given on the day it is personally delivered 2248 or, if mailed, three (3) calendar days from the date it is deposited in the mail. Either Party may choose to 2249 provide email notification to the other Party that notice has been deposited in the mail, however such 2250 email notification shall not constitute official notice. 2251

12.13 REPRESENTATIVES OF THE PARTIES 2252
References in this Agreement to the “City” shall mean the City’s elected body, and all actions to be taken 2253 by the City, except as provided below . The City may delegate authority, in writing, to the City Manager 2254 and/or to other City officials and may permit such officials, in turn, to delegate in writing some or all of 2255 such authority to subordinate officers. Contractor may rely upon actions taken by such delegates if they 2256 are within the scope of the authority properly delegated to them. 2257 Contractor shall, by the Effective Date, designate in writing a responsible officer who shall serve as the 2258 representative of Contractor in all matters related to the Agreement. Contractor shall inform the City in 2259 writing of such designation and of any limitations upon his or her authority to bind Contractor. The City 2260 may rely upon action taken by such designated representative as actions of Contractor , unless they are 2261 outside the scope of the authority delegated to him or her by Contractor as communicated to the City. 2262 ARTICLE 13. 2263
MISCELLANEOUS AGREEMENTS 2264

13.1 ENTIRE AGREEMENT 2265
This Agreement is the entire agreement between the Parties with respect to the subject matter hereof 2266 and supersedes all prior and contemporaneous oral and written agreements and discussions. Each Party 2267 has cooperated in the drafting and preparation of this Agreement and this Agreement shall not be 2268 construed against any P arty on the basis of drafting . This Agreement may be amended only by an 2269 agreement in writing, signed by each of the Parties hereto. 2270

13.2 SECTION HEADINGS 2271
The Article headings and S ection headings in this Agreement are for convenience of reference only and 2272 are not intended to be used in the construction of this Agreement nor to alter or affect any of its 2273 provisions. 2274
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13.3 REFERENCES TO LAWS 2275
All references in this Agreement to laws and regulations shall be understood to include such laws as they 2276 may be subsequently amended or recodified, unless otherwise specifically provided herein. 2277

13.4 AMENDMENTS 2278
This Agreement may not be modified or amended in any respect, except in writing signed by the Parties. 2279

13.5 SEVERABILITY 2280
If any non-material provision of this Agreement is for any reason deemed to be invalid and unenforceable, 2281 the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this 2282 Agreement, which shall be enforced as if such invalid or unenforceable provision had not been contained 2283 herein. 2284

13.6 COUNTERPARTS 2285
This Agreement may be executed in counterparts, each of which shall be considered an original. 2286

13.7 EXHIBITS 2287
Each of the Exhibits identified as Exhibit “A” through “J” is attached hereto and incorporated herein and 2288 made a part hereof by this reference. In the event of a conflict between the terms of this Agreement and 2289 the terms of an Exhibit, the terms of this Agreement shall control. 2290 2291
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IN WITNESS WHEREOF, this Agreement is entered into by the Parties hereto in Alameda County, California 2292 on the day and year first above written. 2293
City of Dublin
A Municipal Corporation “CITY”
Waste Management of Alameda County, Inc.
“CONTRACTOR”

City Manager Date

Signature Date

The Foregoing Agreement Has been
Reviewed and Approval Is Recommended:

Print Name of Signatory

Title of Signatory

City Clerk Date

Signature Date

APPROVED AS TO FORM:

Print Name of Signatory

Title of Signatory
City Attorney Date

Dublin Business License #

Approved by City Council

2294
247

EXHIBIT A:

DEFINITIONS

248

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249

EXHIBIT A

DEFINITIONS
JUNE 2025 Page A-1 Post-Collection Agreement, Exhibit A For purposes of this Agreement, unless a different meaning is clearly required, the following words and phrases shall have the following meanings respectively ascribed to them by this Exhibit and shall be capitalized throughout this Agreement:
“AB 341” means the California Jobs and Recycling Act of 2011 (Chapter 476, Statues of 2011 [Chesbro, AB 341]), also commonly referred to as “AB 341 ,” as amended, supplemented, superseded, and replaced from time to time.
“AB 939” means the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code), also commonly referred to as "AB 939," as amended, supplemented, superseded, and replaced from time to time.
“AB 1201” means the Solid Waste: Products: Labeling: Compostability and Biodegradability Assembly Bill approved by the Governor of the State of California on October 5, 2021, which amended Sections 42356, 42356.1, and 42357 of, and amended the heading of Chapter 5.7 (commencing with Section 42355) of Part 3 of Division 30 of the Public Resources Code, relating to solid waste , as amended, supplemented, superseded, and replaced from time to time.
"AB 1594" means the Assembly Bill approved by the Governor of the State of California on September 28, 2014, which amended Sections 40507 and 41781.3 of the Public Resources Code, relating to solid waste, as amended, supplemented, superseded, and replaced from time to time. "AB 1826" means the Assembly Bill approved by the Governor of the State of California on September 28, 2014, which added Chapter 12.9 (commencing with Section 42649.8) to Part 3 of Division 30 of the Public Resources Code, relating to solid waste, as amended, supplemented, superseded, and replaced from time to time.
“AB 2176” means the Venue and Event Reduction Act of 2004 (an act to amend Section 42911 of, and to add Chapter 12.7 (commencing with Section 42648) to Part 3 of Division 30 of the Public Resources Code, relating to Recycling), also commonly referred to as “AB 2176,” as amended, supplemented, superseded, and replaced from time to time.
"Abandoned Waste” means Large Items and Solid Waste that have been abandoned in the public right of way or on City property, excluding Exempt Waste, materials generated at homeless encampments , and incidental litter.
“Accept,” “Accepted,” or “Acceptance” (or any variation thereof ) means and refers to materials that have been delivered to an Approved Facility and have been received by Contractor for Processing and/or Disposal, in accordance with facility permits and Applicable Law. “Advanced Clean Fleets Rule” means the California Code of Regulations, Title 13, Sections 2013, 2013.1, 2013.2, 2013.3, 2013.4, 2014,2014.1, 2014.2, 2014.3, 2015, 2015.1, 2015.2, 2015.3, 2015.4, 2015.5, 2015.6, and 2016 of the Public Resources Code, as implemented by the regulations of the California Air Resources Board (CARB) and as they may be amended, supplemented, superseded, and replaced. 250

EXHIBIT A

DEFINITIONS
JUNE 2025 Page A-2 Post-Collection Agreement, Exhibit A “Affiliate(s)” means all businesses (including corporations, limited and general partnerships , and sole proprietorships) that are directly or indirectly related to Contractor by virtue of direct or indirect Ownership interests or common management, and shall be deemed to be "Affiliated with" Contractor and included within the term "Affiliates ," as used herein. An Affiliate shall include: (i) a business in which Contractor has a direct or indirect Ownership interest ; (ii) a business that has a direct or indirect Ownership interest in Contractor; and/or, (iii) a business that is also Owned, controlled , or managed by any business or individual that has a direct or indirect Ownership interest in Contractor. For the purposes of this definition, “Ownership” means ownership as defined in the constructive ownership provisions of Section 318(a) of the Internal Revenue Code of 1986, as in effect on the dat e here, provided that ten percent (10%) shall be substituted for fifty percent (50%) in Section 318(a)(2)(C) and in Section 318(a)(3)(C) thereof; and Section 318(a)(5)(C) shall be disregarded. For purposes of determining Ownership under this paragraph and constructive or indirect Ownership under Section 318(a), Ownership interest of less than ten percent (10%) shall be disregarded and percentage interests shall be determined on the basis of the percentage of voting interest of value which the Ownership interest represents. “Agreement” means this Agreement between the City and Contractor, including all E xhibits, and any future amendments hereto.
“Alternative Daily Cover” or “ADC” has the same meaning as in 27 CCR Section 20690. “Alternate Commercial Food Scraps Processing Facility” means the Organic Materials Composting Facility (OMCF) located at the Davis Street Resource Recovery Complex and Transfer Station, which is owned by Waste Management of Alameda County, Inc . and operated by Zero Waste Energy @ Davis Street, an Urbaser Project LLC.
“Alternate Disposal Facility” means the Kirby Canyon Landfill in Morgan Hill, CA, which is owned and operated by Waste Management of California, Inc.
“Alternate Commingled Organic Materials Processing Facility” means the Central Valley Compost Facility in Lathrop, CA, which is owned and operated by USA Waste of California, Inc. “Alternate Facility(ies)” means the Processing and/or Disposal Facilities pre-approved by the City for use under the limited circumstances defined in Subsection 4.1.B. The initial Alternate Facilities are as follows:
(i) Alternate Commingled Organic Materials Processing Facility for Processing and/or Composting, (ii) Alternate Disposal Facility for Disposal, and (iii) the Alternate Commercial Food Scraps Processing Facility for Processing and/or Composting.
“Alternative Intermediate Cover” or “AIC” has the same meaning as in 27 CCR Section 20700. “Applicable Law(s)” means all Federal, State, County, and local laws, regulations, rules, orders, judgments, decrees, permits, and approvals, or other requirement of any governmental agency having jurisdiction over the Collection, Transportation, Processing, and Disposal of Recyclable Materials, Organic Materials, disaster debris (per Section 4.4), and Solid Waste that are in force on the Effective Date and as may be enacted, issued, or amended during the Term of this Agreement. The Parties acknowledge that, as of the 251

EXHIBIT A

DEFINITIONS
JUNE 2025 Page A-3 Post-Collection Agreement, Exhibit A date of this Agreement, the State has passed legislation, including, but not limited to, AB 1201, SB 54, SB 343, and the Advanced Clean Fleets Rule, where further regulatory requirements may be established. “Approved Commercial Food Scraps Processing Facility(ies)” means: (i) the Altamont Pre-Processing and Covered Aerated Static Pile (CASP) operations, which is owned and operated by Waste Management of Alameda County, Inc., for Monday through Friday Deliveries; and, (ii) the Organic Materials Composting Facility (OMCF) located at the Davis Street Resource Recovery Complex and Transfer Station, which is owned by W aste Management of Alameda County, Inc. , and operated by Zero Waste Energy @ Davis Street, an Urbaser Project LLC, for Saturday Deliveries, pursuant to Subsection 5.2.4. Under the limited circumstances described in Subs ection 4.1.B, the City has pre -approved the use of the Alternate Commercial Food Scraps Processing Facility for the City’s Commercial Food Scraps. “Approved Disposal Facility” means the Altamont Landfill, which is owned and operated by Waste Management of Alameda County, Inc. Under the limited circumstances described in Subsection 4.1.B, the City has pre-approved the use of the Alternate Disposal Facility. “Approved Facility(ies)” means any one of or combination of the: Approved Disposal Facility; the Approved Commingled Organic Materials Processing Facility; and/or the Approved Commercial Food Scraps Processing Facility(ies).
“Approved Commingled Organic Materials Processing Facility(ies)” means the Altamont CASP, which is owned and operated by Waste Management of Alameda County, Inc., pursuant to Subsection 5.2.4. Under the limited circumstances described in Subs ection 4.1.B, the City has pre -approved the use of the Alternate Commingled Organic Materials Processing Facility for the City’s Commingled Organic Materials. “Back-Haul” means generating and T ransporting refuse to a destination owned and operated by the Generator using the Generator’s own employees and equipment, or as otherwise defined in 14 CCR Section 18982(a)(66)(A).
"Beneficial Reuse" means use of material for beneficial reuse, which shall include, but not be limited to, the following: ADC, AIC, final cover foundation layer, liner operations layer, leachate and landfill gas collection system, construction fill, road base, wet weather operations pads and access roads, and soil amendments for erosion control and landscaping.
“Bin(s)” means a metal or plastic Container, with a capacity of one (1) cubic yard up to and including eight (8) cubic yards, designed or intended to be mechanically dumped into a loader packer type Collection truck that is approved for such purpose by the City.
“Biohazardous or Biomedical Waste ” means
any waste which may cause disease or reasonably be
suspected of harboring pathogenic organisms, including waste resulting from the operation of medical clinics, hospitals, and other facilities’ Processing wastes, which may consist of, but are not limited to, human and animal parts, contaminated bandages, pathological specimens, hypodermic needles, sharps, contaminated clothing and surgical gloves.
252

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DEFINITIONS
JUNE 2025 Page A-4 Post-Collection Agreement, Exhibit A “Business Days” means days during which the City offices are open to do business with the public. “California Code of Regulations” or “CCR” means the State of California Code of Regulations. CCR references in this Agreement are preceded with a number that refers to the relevant Title of the CCR (e.g., “14 CCR” refers to Title 14 of CCR).
“Cart(s)” means a heavy plastic receptacle with a rated capacity of at least thirty- two (32) and not more than ninety -six (96) gallons, or similar size approved by the City, having a hinged tight -fitting lid and wheels.
“Change in Law” means any of the following events or conditions that have a material and adverse effect on the performance by either Party or any Subcontractor of its respective obligations under this Agreement (except for payment obligations) or on the activities of any Approved Facility in connection with this Agreement:

A. The enactment, adoption, promulgation, issuance, modification, or written change in administrative or judicial interpretation of any Applicable Law on or after the Effective Date.

B. The order or judgment of any Federal, State, or local governmental body, on or after the Effective Date, to the extent such order or judgment is not the result of willful or negligent action, error , or omission, or lack of reasonable diligence of the City or Contractor (or Subcontractor), whichever is asserting the occurrence of a Change in Law; provided, however, that contesting in good faith or failure in good faith to contest any such order or judgment shall not constitute or be construed as such a willful or negligent action, error, or omission, or lack of reasonable diligence.

C. With respect to changes in compensation, Change in Law is limited by the specific provisions of Subsection 8.4.E.
“City” means the City of Dublin, a municipal corporation, and all the territory lying within its boundaries as presently existing or as such boundaries may be modified during the Term of this Agreement. "City Delivered Materials” means Organic Materials, Solid Waste, or Abandoned Materials Collected by, and delivered by or on behalf of, the Collection Contractor to the Approved Facilities, as defined in this Agreement, and as further provided in the Collection Agreement, including as it may be amended in the future.
“City Manager” means the City Manager of the City of Dublin. “City Reimbursements” means all fees payable to the City, as identified and referenced in Article 7 of this Agreement. Contractor acknowledges that City Reimbursements are a cost of doing business in the City and not eligible for profit. Both Parties acknowledge that all City Reimbursements are an allowable cost of business similar to any license or permit required by Contractor to perform the services required under this Agreement and will be recovered by Contractor through the Per-Ton Rates. “City Representative” means the City -designated employee who is responsible for the administrative management of this Agreement.
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DEFINITIONS
JUNE 2025 Page A-5 Post-Collection Agreement, Exhibit A “City Service Area” means the corporate limits of the City. “Clean Wood” means wood that is not painted, stained, coated, pressure treated, or chemical treated.

Clean Wood may include dimensional lumber, pallets, crates, chopsticks, toothpicks, stir sticks, and wooden utensils. Clean Wood excludes creosote, lumber treated with chromated copper arsenate (CCA), melamine coated furniture, and manufactured wood products such as plywood, particle board, oriented strand board, and medium density fiberboard. Clean Wood is a subset of Organic Materials. "Closure" (or any variation thereof) means the mandated activities stipulated in Applicable Law and required to be conducted following conclusion of Disposal activities at the Approved Disposal Facility or any portion of the Approved Disposal Facility, such that Post-Closure activities can commence, including, but not limited to , all planning, design, regulatory approvals, plan implementation, construction , and monitoring.
“Collect” or “Collection” (or any variation thereof) means the act of collecting Organic Materials, Solid Waste, Abandoned Waste, and other material at the place of generation in the City for delivery to an Approved Facility.
“Collection Agreement” means the Recyclables, Organics, And Solid Waste Collection Services Agreement entered into on December 2, 2024 between the City and the Collection Contractor that grants an exclusive right for the Collection of City Delivered Materials from within the City Service Area. “Collection Contractor” means the contractor awarded an exclusive franchise by the City to Collect City Delivered Materials from the City Service Area and deliver such materials to Approved Facilities. “Commingled Organic Materials” means those discarded O rganic Materials that are Collected from a Residential Generator that includes a mixture of Food Scraps and Yard Trimmings, and Source Separated Yard Trimmings that are Collected from a Commercial Generator. Commingled Organic Materials do not include items herein defined as Exempt Waste, nor contaminants such as glass, plastic (including Compostable Plastics) , ceramics, metal, waxed paper, animal waste, restaurant or Commercial Food Scraps, dirt, treated or painted wood, concrete, or tree stumps. “Commencement Date” means the date specified in Section 2.1 when Post-Collection Services required by this Agreement shall be provided.
“Commercial” means of, from , or pertaining to non -Residential Premises where business activity is conducted, including, but not limited to, retail sales, services, wholesale operations, manufacturing , and industrial operations, excluding businesses conducted upon Residential property that are permitted under applicable zoning regulations and are not the primary use of the property. “Commercial Food Scraps” means discarded Source Separated Food Waste that is Collected from a Commercial Generator. Commercial Food Scraps do not include items herein defined as Exempt Waste, Source Separated Yard Trimmings from a Commercial Generator, nor contaminants such as glass, plastic 254

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DEFINITIONS
JUNE 2025 Page A-6 Post-Collection Agreement, Exhibit A (including Compostable Plastics) , ceramics, metal, waxed paper, animal waste, dirt, treated or painted wood, concrete, or tree stumps.
“Commodity” means any individual category and/or grade of the finished Mulch or compost product the Contractor has generated from the Processing of Organic Materials. “Community Composting” means any activity that C omposts green material, agricultural material, food material, and vegetative food material, alone or in combination, and the total amount of feedstock and compost product onsite at any one time does not exceed one hundred (100) cubic yards and seven hundred fifty (750) square feet, as specified in 14 CCR Section 6 17855(a)(4) or as otherwise defined in 14 CCR Section 18982(a)(8).
“Compactor” means: (i) a mechanical apparatus that compresses materials together with the Container that holds the compressed materials ; or, (ii) a Container that holds the compressed materials if it is detached from the mechanical compaction apparatus. Compactors include two (2) to four (4) cubic yard Bin Compactors serviced by front-end loader Collection vehicles and ten (10) to forty (40) cubic yard Drop Box Compactors serviced by roll-off Collection vehicles. “Complaint” means each written or orally communicated statement made by any Person, whether to the City or Contractor, alleging: ( i) non -performance or deficiencies in Contractor’s performance of Contractor’s duties under this Agreement; or, (ii) a violation by Contractor of this Agreement. “Compost” or “Composting” (or any variation thereof) means the controlled biological decomposition of Organic Materials such that the resulting material meets the maximum acceptable metal concentration limits specified in Section 17868.2, pathogen reduction requirements specified in Section 17868.3 of Title 14, CCR Chapter 3.1, and the physical contamination limits of 14 CCR Section 17868.3.1. “Compostable Paper” means paper products that are approved by the City and Contractor for Collection or Processing as Organic Material.
“Compostable Plastic (s)” means plastic materials that meet Compost ability standards approved or designated by the City and as set forth under Applicable Law . Compostable Plastic shall be a subset of Organic Materials, if agreed by the City and Contractor (initially, Compostable Plastic is not an Acceptable Organic Material).
“Construction and Demolition Debris” or “C&D” means discarded building materials, packaging, debris, and rubble resulting from construction, alteration, remodeling, repair, or demolition operations on any pavements, excavation projects, houses, Commercial buildings, or other structures , excluding Exempt Waste. C&D Debris includes rocks, soils, tree remains , and other Yard Trimmings that result from land clearing or land development operations in preparation for construction. “Container(s)” means Bins, Carts, Compactors, Drop Boxes, and Roll-Off Boxes. “Contractor” means Waste Management of Alameda County, Inc., a corporation organized and operating under the laws of the State.
255

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DEFINITIONS
JUNE 2025 Page A-7 Post-Collection Agreement, Exhibit A “Contractor’s Compensation” means the monetary compensation received by Contractor in return for providing services in accordance with this Agreement, as described in Article 8. “County” means the County of Alameda, California.
“Criminal Activity” means any of the following convictions. The approval of a plea of nolo contendere or the entry against Contractor or any of its employees of a criminal conviction or a permanent mandatory or prohibitory injunction from a court, municipality, or regulatory agency of competent jurisdiction, based, in the case of any of Contractor’s employees, on acts taken in their official capacity on behalf of Contractor with respect to:

A. Fraud or criminal offense in connection with obtaining, attempting to obtain, procuring, or performing a public or private agreement.

B. Bribery or attempting to bribe a public officer or employee of a local, State, or Federal agency.

C. Embezzlement, extortion, racketeering, false claims, false statements, forgery, falsification or destruction of records, obstruction of justice, knowingly receiving stolen property, theft, or misprision (failure to disclose) of a felony.

D. Unlawful Disposal of Hazardous Waste or Designated Waste , the occurrence of which Contractor knew or should have known.

E. Violation of antitrust laws, including laws relating to price -fixing, bid-rigging, and sales and market allocation, and of unfair and anti-competitive trade practices laws, including inflation of Solid Waste Collection, Transportation, Processing fees, or Disposal Fees.

F. Violation of securities laws.

G. Felonies or misdemeanors involving moral turpitude.
“Designated Waste” means non-Hazardous Waste that may pose special Disposal problems because of its potential to contaminate the environment and that may be Disposed of only in Class II Disposal sites or Class III Disposal sites , pursuant to a variance issued by the California Department of Health Services.

Designated Waste consists of those substances classified as Designated Waste by the State in CCR Title 23, Section 2522, as may be amended from time to time.
“Discarded Materials” means Recyclable Materials, Organic Materials, Solid Waste and/or C&D Debris placed by a Generator in a Container and/or at a location for the purposes of Collection by the Collection Contractor, excluding Exempt Waste.
“Disposal” or “Dispose” (or any variation thereof) means the final disposition of Solid Waste or Processing Residue at a Disposal Facility.
“Divert” or “Diversion” (or any variation thereof) means to prevent City Delivered Materials from Disposal at a landfill or transformation facility (including facilities using incineration, pyrolysis, distillation, 256

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DEFINITIONS
JUNE 2025 Page A-8 Post-Collection Agreement, Exhibit A gasification, or biological conversion methods) through Source Reduction, reuse, Recycling, Composting, anaerobic digestion, or other method of Processing, in accordance with the provisions of AB 939 and SB 1383. Diversion is a broad concept that is to be inclusive of material handling and Processing changes that may occur over the Term including, but not limited to, changes in standard industry practice or implementation of innovative techniques or technology that reduce Disposal risk, decrease costs, and/or are for other reasons deemed desirable by the City.
“Drop Box” or “Roll-Off Box” means an open-top Container with a capacity of ten (10) to forty (40) cubic yards that is serviced by a roll-off Collection vehicle. “Effective Date” means the date on which the latter of the two (2) Parties signs this Agreement, subject to the provisions of Section 2.2.
“E-Waste” means discarded electronics equipment such as cell phones, computers, monitors, televisions, and other items containing cathode ray tubes (CRTs).
“Exempt Waste ” means Biohazardous or Biomedical Waste, Hazardous Waste, Household Hazardous Waste, Sludge, soil and dirt, concrete, asphalt, automobiles, automobile parts, boats, boat parts, boat trailers, internal combustion engines, lead -acid batteries, and those wastes unde r the control of the Nuclear Regulatory Commission. Exempt Waste does not include Used Oil, Used Oil Filters, C&D Debris, Yard Trimmings, or Household Batteries when placed for Collection or as otherwise directed by the City. “Extended Producer Responsibility Program” means an environmental program or policy codified, enforced, and/or monitored by local, State, or Federal governments in which a producer’s or retailer’s administrative, financial, operational, and/or physical responsibility for a product is extended to the post- consumer stage of a product’s life cycle. Extended Producer Responsibility Programs may be implemented by individual producers, collective industry organizations such as a producer responsibility organizati on, or other regulated entities specified under the program. Such programs may cover individual products or categories of products, using one (1) or more funding mechanisms, as defined in the regulation establishing the program.
“Federal” means belonging to or pertaining to the Federal government of the United States. “Food Scraps ” means those Discarded Materials that will decompose and/or putrefy including : (i) all kitchen and table Food Waste; (ii) animal or vegetable waste that is generated during or results from the storage, preparation, cooking, or handling of food stuffs; (iii) fruit waste, grain waste, dairy waste, meat, and fish waste; and, (iv) vegetable trimmings, houseplant trimmings , flowers, and other Compost able Organic Waste common to the occupancy of Residential dwellings or businesses involved in food production, preparation, or sales.
“Food-Soiled Paper” means pre - and post -consumer Compostable Paper material that has come in contact with food or liquid such as, but not limited to, Compostable Paper plates, paper coffee cups, coffee filters, napkins, and pizza boxes, excluding paper products that are lined or coated with a plastic or non - organic wax. Food-Soiled Paper is a subset of Food Waste. 257

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DEFINITIONS
JUNE 2025 Page A-9 Post-Collection Agreement, Exhibit A “Food Waste” means Source Separated Food Scraps and Food -Soiled Paper. Food Waste is a subset of Organic Materials.
“Generator” means any Person whose act or process produces City Delivered Materials or whose act first causes City Delivered Materials to become subject to regulation. “Government Fees” means all fees, reimbursements, and other charges assessed by any Federal, State or local government or governmental agency having jurisdiction over the Transportation, Processing , or Disposal of City Delivered Materials at or by the Approved Facilities or Alternate Facilities. “Gross Receipts” means total cash receipts collected from the Collection Contractor by Contractor for the provision of services pursuant to this Agreement, without any deductions. “Hazardous Substance” means any of the following: (a) any substances defined, regulated or listed (directly or by reference) as “Hazardous Substances,” “Hazardous Materials,” “Hazardous Wastes,” “toxic waste,” “pollutant,” or “toxic substances,” or similarly identified as hazardous to human health or the environment, in or pursuant to : (i) the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) of 1980, 42 USC §9601 et seq. (CERCLA); (ii) the Hazardous Materials Transportation Act, 49 USC §1802, et seq. ; (iii) the Resource Conservation and Recovery Act, 42 USC §6901 et seq. ; (iv) the Clean Water Act, 33 USC §1251 et seq. ; (v) California Health and Safety Code §§25115 , 25117, and 25281, (vi) the Clean Air Act, 42 USC §7901 et seq. ; and , (vii) California Water Code §13050; (b) any amendments, rules, or regulations promulgated thereunder to such enumerated statutes or acts currently existing or hereafter enacted; and, (c) any other hazardous or toxic substance, material, chemical, waste, or pollutant identified as hazardous or toxic or regulated under any other Applicable Law, including, without limitation, friable asbestos, polychlorinated biphenyls (PCBs), petroleum, natural gas , synthetic fuel products, and byproducts.
“Hazardous Waste” means any material which is defined as a Hazardous Waste under California or United States law or any regulations promulgated pursuant to such law, as such law or regulations may be amended from time to time.
“Holidays” means New Year’s Day, Thanksgiving Day, and Christmas Day. “Household Battery(ies)” means single-use or rechargeable dry cells (e.g., A, AA, AAA, B, C, D, 9 -volt, button-type) commonly used as power sources for household or consumer products , including, but not limited to, nickel- cadmium, nickel metal hydride, alkaline, mercury, mercuric oxide, silver oxide, zinc oxide, nickel -zinc, nickel iron, lithium, lithium ion, magnesium, manganese, and carbon -zinc batteries, excluding automotive lead acid batteries or other batteries Contractor is prohibited from carrying by Applicable Law.
“Household Hazardous Waste” or “HHW” means Hazardous Waste generated at Residential Premises within the City. HHW includes paint, stain, varnish, thinner, adhesives, auto products such as old fuel, Used Motor Oil, Used Oil Filter, batteries, fluorescent bulbs , tubes, cleaners and sprays, p esticides, fertilizers and other garden products, needles, syringes, and lancets. 258

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DEFINITIONS
JUNE 2025 Page A-10 Post-Collection Agreement, Exhibit A “Large Items” means large materials, including furniture; carpets; mattresses; refrigerators, ranges, water heaters, freezers, and other similar household appliances ; electronic equipment such as stereos, televisions, VCRs, PDAs, telephones, and other similar items not containing cathode ray tubes (CRTs); E-Waste; Reusable Materials; Textiles; tires without rims; oversized Yard Trimmings such as tree trunks and branches with a diameter of not less than six (6) inches and not more than two (2) feet and a length of not more than five (5) feet in its longest dimension ; or some combination of such items and/or Discarded Materials in a container, the dimensions of which do not exceed four feet by four feet by two feet (4'x4'x2') and weighing no more than sixty (60) pounds, which are attributed to the normal activities of a Residential or Commercial Premises . Large Items must be generated by and at the Residential or Commercial Premises where the Large Items are Collected. Large Items do not include items herein defined as Exempt Waste.
“Liquidated Damages” means the amounts due by Contractor for failure to meet specific quantifiable standards of performance, as described in Section 10.6 and Exhibit F. “Mulch” means a layer of material applied on top of soil, and, for the purposes of the Agreement, Mulch shall conform with the following conditions, or conditions as otherwise specified in 14 CCR Section 18993.1(f)(4):

A. Meets or exceeds the physical contamination, maximum metal concentration, and pathogen density standards for land applications specified in 14 CCR Section 17852(a)(24.5)(A)(1) through (3).

B. Was produced at one (1) or more of the following types of Facilities:
1 A compostable material handling operation or facility as defined in 14 CCR Section 17852(a)(12), that is permitted or authorized under Division 7 of Title 14 of the CCR, other than a chipping and grinding operation or facility as defined in 14 CCR Section 17852(a)(10)

2. A transfer/processing facility or t ransfer/processing operation as defined in 14 CCR Section 17402(a)(30) and (31), respectively, that is permitted or authorized under 14 CCR, Division 7, Chapter 12

3. A solid waste landfill as defined in PRC Section 40195.1 that is permitted under 27 CCR, Division 2
“Multi-Family” means any Residential Premises, other than a Single -Family Premises, where there is centralized, shared Collection service for all units in the building. “Municipal Code” means the City of Dublin Municipal Code, as of the Effective Date and as it may be amended in the future.
“Occupant” means the Person who occupies a Premises.
“Organic Materials” means Yard Trimmings , Food Scraps , Compostable Paper, and Clean Wood, individually or collectively, Collected in the City’s Collection program for Organic Waste (as defined in the Collection Agreement). Organic Materials may also include manure from herbivores (horses, cows, goats, sheep, rabbits, etc.) . No Discarded Material shall be Organic Materials unless it is separated from 259

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DEFINITIONS
JUNE 2025 Page A-11 Post-Collection Agreement, Exhibit A Recyclable Materials and Solid Waste. Commingled Organic Materials and Commercial Food Scraps are a subset of Organic Materials.
“Organic Waste” means wastes containing material originated from living organisms and their metabolic waste products, including, but not limited to, food, Yard Trimmings, organic Textiles and carpets, lumber, wood, paper products, printing and writing paper, manure, biosolids, digestate, and sludges, or as otherwise defined in 14 CCR Section 18982(a)(46). Biosolids and digestate are as defined in 14 CCR Section 18982(a)(4) and 14 CCR Section 18982(a)(16.5), respectively. “Owner” means the Person(s) holding legal title to real property and/or any improvements thereon and shall include the Person(s) listed on the latest equalized assessment roll of the County Assessor. “Party” or “Parties” means the City and Contractor, individually or together. “Person(s)” means any individual, firm, association, organization, partnership, consortium, corporation, trust, joint venture, Commercial entity, governmental entity, public entity, or any other legal Person. "Per-Ton Rate " or “Rate” means the per -unit compensation owed to Contractor by the Collection Contractor for each Ton of City Delivered Materials as payment for all Post -Collection Services provided under this Agreement, and as adjusted annually as provided in Article 8. "Post-Closure" means the mandated activities stipulated in Applicable Law requiring long -term monitoring and maintenance of the Approved Disposal Facility, or of any portion of the Approved Disposal Facility, that has been fully Closed in compliance with Applicable Law. "Post-Collection Services” means Organic Materials Processing and Solid Waste and Residue Disposal. “Premises” means any land or building in the City where Recyclable Materials, Organic Materials, or Solid Waste are generated or accumulated.
“Processing” means to prepare, treat, or convert through some special method, including the controlled separation, recovery, volume reduction, conversion, or Recycling of City Delivered Materials, including, but not limited to, organized, manual, automated, or mechanical sorting, the use of vehicles for the spreading of waste for the purpose of recovery, and/or the use of conveyor belts, sorting lines, or volume reduction equipment, or as otherwise defined in 14 CCR Section 17402(a)(20), including Composting. “Processing Facility” means: (i) any plant or site used for the purpose of sorting, cleansing, treating, or reconstituting Recyclable Materials or Reusable Materials for the purpose of making such material available for R ecycling or reuse; or, (ii) the facility for the Processing and/or Composting of Organic Materials.
“Prohibited Container Contaminants” means: (i) City Delivered Materials placed in the Recyclable Materials Container that are not identified as A cceptable Recyclable Materials for the City’s Recyclable Materials Container; (ii) City Delivered Materials placed in the Organic Materials Container that are not identified as Acceptable Organic Materials for the City’s Organic Materials Container; (iii) City Delivered 260

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DEFINITIONS
JUNE 2025 Page A-12 Post-Collection Agreement, Exhibit A Materials placed in the Solid Waste Container that are A cceptable Recyclable Materials and/or Organic Materials to be placed in the City’s Organic Materials Container and/or Recyclable Materials Container; and, (iv) Exempt Waste placed in any Container.
“Rate Period” means a twelve (12) month period, commencing July 1 and concluding June 30. “RCRA” means the Resource Conservation and Recovery Act (42 U.S.C. Section 6900 et. seq.). “Recyclable Materials” means t hose materials which are capable of being R ecycled and which would otherwise be P rocessed or Disposed of as Solid Waste. Recyclable Materials include those materials defined by the City, including newsprint (including inserts); mixed paper (including magazines, catalogs, envelopes, junk mail, corrugated Cardboard, brown bags and paper, paperboard, paper egg cartons, office ledger paper, and telephone books); glass containers; aluminum beverage containers; small scrap and cast aluminum (not exceeding forty (40) pounds in weight nor two (2) feet in any dimension for any single item); steel, including "tin" cans, aerosol cans (empty, non-toxic products) and small scrap (not exceeding forty (40) pounds in weight nor two (2) feet in any dimension for any single item); bimetal containers; plastic bottles (#1 -7); aluminum foil and pans; dry cell H ousehold Batteries when contained in a sealed heavy- duty plastic bag; and those materials added by Contractor, and approved by the City, from time to time.
“Recycle” or “Recycling” (or any variation thereof) means the process of sorting, cleansing, treating, and reconstituting at a Recyclable Materials Processing Facility or a Secondary Processing Facility materials that would otherwise be Disposed of at a landfill for the purpose of returning such materials to the economy in the form of raw materials for new, reused, or reconstituted products. Recycling does not include any thermal or chemical conversion methods.
“Residential” means of, from, or pertaining to a Single -Family Premises , or Multi -Family Premises including Single-Family homes, apartments, condominiums, townhouse complexes, mobile home parks, and cooperative apartments.
“Residue” or “Residual” means those materials which, after Processing, are Disposed rather than Recycled, Composted, or otherwise recovered due to either the lack of markets for materials or the inability of the Processing Facility to capture and recover the materials. “Responsible End Markets” shall have the same meaning as in SB 54, as it may be amended, supplemented, superseded, and replaced from time to time. “Reusable Materials” means items that are capable of being used again after minimal Processing .

Reusable Materials may be Collected , Source Separated, or recovered through a Processing Facility and reuse markets developed by Contractor. Reusable Materials may include, but are not limited to, Textiles, furniture, sporting equipment, toys; house wares; working computers; undamaged monitors; cell phones; books; working small refrigerators, ranges, water heaters, freezers, and other similar household appliances; working VCRs; and/or working stereos.
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DEFINITIONS
JUNE 2025 Page A-13 Post-Collection Agreement, Exhibit A “SB 54” means the Plastic Pollution Prevention and Packaging Producer Responsibility Act approved by the California Governor on June 30, 2022, which amended Section 41821.5 of the Public Resources Code to add Chapter 3 (commencing with Section 42040) to Part 3 of Division 30, as amended, supplemented, superseded, and replaced from time to time. For the purposes of this Agreement, SB 54 includes any implemented regulations developed by CalRecycle, as amended supplemented, superseded, and replaced from time to time.
“SB 343” means the Environmental Advertising: Recycling Symbol: Recyclability: Products and Packaging Senate Bill approved by the California Governor on October 5, 2021, which amended Sections 17580 , 17580.5 of the Business and Professions Code, and amended Sections 18015 and 42355.5 of, and added Section 42355.51 to , the Public Resources Code, relating to environmental advertising , as amended, supplemented, superseded, and replaced from time to time. For the purposes of this Agreement, SB 343 includes any implemented regulations developed by CalRecycle, as they may be amended supplemented, superseded, and replaced from time to time.
“SB 1016” means Senate Bill 1016 approved by the Governor of the State of California on September 26, 2008, which amended Sections 40183, 40184, 41783, 41820.6, 41821, 41850, 42921, and 42926 of, amended the headings of Article 4 (commencing with Section 41825) and Article 5 (commencing with Section 41850) of Chapter 7 of Part 2 of Division 30 of, added Sections 40127, 40145, 40150.1, 41780.05, 42921.5, and 42927 to, and repealed and added Section 41825 of, the Public Resources Code, relating to solid waste, as amended, supplemented, superseded, and replaced from time to time. “SB 1383” means the Short-Lived Climate Pollutants Act of 2016 (an act to add Sections 39730.5, 39730.6, 39730.7, and 39730.8 to the Health and Safety Code, and Chapter 13.1 (commencing with Section 42652) to Part 3 of Division 30 of the Public Resources Code, establishing methane emissions reduction targets in a Statewide effort to reduce emissions of short -lived climate pollutants , as amended, supplemented, superseded, and replaced from time to time.
"Secondary Processing Facility” means any downstream facility that receives City Delivered Materials and further Processes such material to recover additional material for Recycling and/or to prepare the material for use in a final product and/or for marketing as an input for a new produ ct. A Secondary Processing Facility includes any downstream facility that receives City Delivered Materials for further Processing prior to final decomposition into a compost product or readies the material for sale as Mulch.

A Secondary Processing Facility may be the same/initial facility at which City Delivered Materials were received or Processed or any additional facility(ies) to which such materials are Transported. “Self-Haul” means the Collection and Transportation of City Delivered Materials, C&D Debris, Large Items, or Reusable Materials by Persons other than the Collection Contractor, including the Generator thereof and the Owner or O ccupant of R esidential or C ommercial Premises located in the City where such materials were generated.
“Self-Haul(er)” means a Person who Self-Hauls, or as otherwise defined in 14 CCR Section 18982(a)(66).

Self-Hauler also includes a Person who Back-Hauls waste. 262

EXHIBIT A

DEFINITIONS
JUNE 2025 Page A-14 Post-Collection Agreement, Exhibit A “Single-Family” means , notwithstanding an y contrary definition in the City’s Municipal Code, any detached or attached house or residence designed or used for occupancy by one (1) family, provided that Collection service is provided to such Premises as an independent unit. “Sludge” means the accumulated solids, residues, and precipitates generated as a result of waste treatment or Processing, including wastewater treatment, water supply treatment, or operation of an air pollution control facility, and mixed liquids and solids pumped from septic tanks, grease traps, privies, or similar disposal appurtenances , or any other such waste having similar characteristics or effects.
“Solid Waste” means solid waste as defined in California Public Resources Code, Division 30, Part 1, Chapter 2, §40191 and regulations promulgated hereunder. Excluded from the definition of Solid Waste are Exempt Waste, C&D Debris, Source Separated Recyclable Materials, Source Separated Organic Materials, and radioactive waste. Notwithstanding any provision to the contrary, Solid Waste may include de minimis volumes or concentrations of waste of a type and amount normally found in Residential Solid Waste after implement ation of programs for the safe C ollection, Recycling, treatment, and Disposal of HHW in compliance with Section 41500 and 41802 of the California Public Resources Code , as may be amended from time to time. Solid Waste includes s alvageable materials only when such materials are included for Collection in a Solid Waste Container, not Source Separated from Solid Waste at the site of generation.
“Source Reduction” means and refers to the reduction in overall volume of City Delivered Materials generated. Methods of Source Reduction include, but are not limited to, shifting to reusable or refillable packaging or a reusable product or eliminating unnecessary packaging. “Source Separated” means the segregation, by the Generator, of materials by material type designated for separate Collection for some form of Recycling, Composting, recovery, or reuse. “State” means the State of California.
“Stewardship Organization” means a Person(s) that is approved or designated under Applicable Law or by a relevant governing body, including, but not limited to, CalRecycle, CARB, or the County to manage, coordinate, fund, or otherwise oversee one (1) or more Extended Producer Responsibility Programs. The applicable Stewardship Organization for each Extended Producer Responsibility Program under this Agreement shall be designated pursuant to Applicable Law. “Subcontractor” means a Person who has entered into a contract, express or implied, with Contractor for the performance of an act that is necessary for Contractor’s fulfillment of its obligations for providing services under this Agreement. Notwithstanding any other provision in this Agreement, Vendors providing materials, supplies, or professional services to Contractor shall not be considered Subcontractors for any purpose under this Agreement (except as explicitly provided in Section 3.3 of this Agreement). “Term” means the Term of this Agreement, including extension periods if granted, as provided for in Article 2.
263

EXHIBIT A

DEFINITIONS
JUNE 2025 Page A-15 Post-Collection Agreement, Exhibit A “Textiles” means clean items made of thread, yarn, fabric, or cloth. Examples include clothes, fabric trimmings, draperies, and all natural and synthetic cloth fibers. This waste type does not include cloth - covered furniture, mattresses, leather shoes, leather bags, or leather belts. “Ton” or “Tonnage” means a unit of measure for weight equivalent to two thousand (2,000) standard pounds per each ton where each pound contains sixteen (16) ounces. “Transfer” means the act of transferring City Delivered Materials from the Collection Contractor’s Route vehicles into larger vehicles for Transport to Approved Facilities for the purpose of Recycling, Processing, or Disposing of such materials.
“Transport” or “Transportation” (or any variation of) means the act of conveying City Delivered Materials from one (1) location to another.
“Used Oil” means any oil that has been refined from crude oil or has been synthetically produced, and is no longer useful to the Generator because of extended storage, spillage , or contamination with non - hazardous impurities such as dirt or water; or has been used and, as a result of such use , has been contaminated with physical or chemical impurities. Used Oil must be generated by and at the Residential Premises where the Used Oil is Collected. Used Oil does not include transmission fluid. “Used Oil Filter” means any oil filter that is no longer useful to the Generator because of extended storage, spillage, or contamination with non-hazardous impurities such as dirt or water; or has been used and, as a result of such use, has been contaminated with physical or chemical impurities. Used Oil Filters must be generated by and at the Residential Premises where the Used Oil Filter is Collected. “Vendor” means a Person who has entered into a contract with Contractor for performance of an act that is necessary for Contractor’s fulfillment of an unsubstantial portion of its obligations for providing services under this Agreement. Vendors include, but are not limited to, printers of public education and outreach materials, document translators, material and supply providers, and professional service providers. “Working Day(s)” means days on which Contractor is required to provide Post-Collection Services under this Agreement.
“Yard Trimmings” means any vegetative matter or Organic Materials resulting from normal yard and landscaping maintenance, including, but not limited to, plant debris, such as palm, yucca and cactus, grass clippings, leaves, pruning, weeds, branches, brush, small pieces of unpainted and untreated wood, holiday trees (that are free of all non -Organic Wastes including decorations, flocking, etc.), and other forms of vegetative waste. Yard Trimmings must be generated by and at the Premises where the Yard trimmings are Collected. Yard Trimmings do not include items herein defined as Exempt Waste. Yard trimmings are a subset of Organic Materials.
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265

EXHIBIT B:

PERFORMANCE BOND

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267

EXHIBIT C:

ACCEPTED ORGANIC MATERIALS
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269

EXHIBIT C

ACCEPTED ORGANIC MATERIALS
JUNE 2025 Page C-1 Post-Collection Agreement, Exhibit C

Material types A ccepted by Contractor at the Organic Materials Processing Facilities that Contractor intends to consistently Process and market include the defined material types from Exhibit A:

1. “Commingled Organic Materials,” which means those discarded O rganic Materials that are Collected from a Residential Generator that includes a mixture of Food Scraps and Yard Trimmings, and Source Separated Yard Trimmings that are Collected from a Commercial Generator. Commingled Organic Materials do not include items herein defined as Exempt Waste, nor contaminants such as glass, plastic (including Compostable Plastics), ceramics, metal, waxed paper, animal waste, restaurant or Commercial Food Scraps , dirt, treated or painted wood, concrete, or tree stumps.

2. “Commercial Food Scraps ,” which means discarded Source Separated Food Waste that is Collected from a Commercial Generator. Commercial Food Scraps do not include items herein defined as Exempt Waste, Source Separated Yard Trimmings from a Commercial Generator, nor contaminants such as glass, plastic (including Compostable Plastics) , ceramics, metal, waxed paper, animal waste, dirt, treated or painted wood, concrete, or tree stumps.

Additional definitions from Exhibit A that are referenced in these two types of materials Accepted in each of the Collection programs include:

• “Source Separated,” which means the segregation, by the Generator, of materials by material type designated for separate Collection for some form of Recycling, Composting, recovery, or reuse. • “Clean Wood,” which means wood that is not painted, stained, coated, pressure treated, or chemical treated. Clean Wood may include dimensional lumber, pallets, crates, chopsticks, toothpicks, stir sticks, and wooden utensils. Clean Wood excludes creosote, lumber treated with chromated copper arsenate (CCA), melamine coated furniture, and manufactured wood produc ts such as plywood, particle board, oriented strand board, and medium density fiberboard. Clean Wood is a subset of Organic Materials.
• “Compostable Paper,” which means paper products that are approved by the City and Contractor for Collection or Processing as Organic Material.
• “Compostable Plastics,” which means plastic materials that meet Compostability standards approved or designated by the City and as set forth under Applicable Law. Compostable Plastic shall be a subset of Organic Materials, if agreed by the City and Contractor (initially, Composta ble Plastic is not an Acceptable Organic Material).
• “Food-Soiled Paper ,” which means pre - and post-consumer Compostable Paper material that has come in contact with food or liquid such as, but not limited to, Compostable Paper plates, paper coffee cups, coffee filters, napkins, and pizza boxes, not to include paper products that are lined or coated with a plastic or non-organic wax. Food-Soiled Paper is a subset of Food Waste. • “Food Waste,” which means Source Separated Food Scraps and Food -Soiled Paper. Food Waste is a subset of Organic Materials.
270

EXHIBIT C

ACCEPTED ORGANIC MATERIALS
JUNE 2025 Page C-2 Post-Collection Agreement, Exhibit C • “Yard Trimmings,” which means any vegetative matter or Organic Materials resulting from normal yard and landscaping maintenance, including, but not limited to, plant debris, such as palm, yucca and cactus, grass clippings, leaves, pruning, weeds, branches, brush, small pie ces of unpainted and untreated wood, holiday trees (that are free of all non-Organic Wastes including decorations, flocking, etc.), and other forms of vegetative waste. Yard Trimmings must be generated by and at the Premises where the Yard trimmings are Collected. Yard Trimmings do not include items herein defined as Exempt Waste. Yard trimmings are a subset of Organic Materials. 271

EXHIBIT D:

REPORTING REQUIREMENTS

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EXHIBIT D

REPORTING REQUIREMENTS
JUNE 2025 Page D-1 Post-Collection Agreement, Exhibit D

1. General
Records shall be maintained in forms and by methods that facilitate flexible use of the data contained in them to structure reports as needed. Reports are intended to compile recorded data into useful forms of information that can be used to, among other things:
• Determine and set Per-Ton Rates and evaluate the financial efficacy of operations. • Evaluate past and expected progress towards achieving Contractor’s Diversion goals and objectives. • Provide concise and comprehensive operational information and metrics for use in fulfilling reporting requirements under Applicable Law.
• Determine needs for adjustment to programs or operations. • Determine compliance with AB 341, AB1201, AB 1826, SB 54, SB 343, SB 1383, and all Applicable Law. • Coordinate operational and logistical matters between Contractor and the Collection Contractor.

2. Monthly Reports
Contractor shall submit reports each month. Reports shall include, at a minimum , the following information for each Approved Facility, separated by material type:

1. Total number of vehicle loads Delivered by the Collection Contractor per day and a sum of total vehicle loads Delivered during the reporting period.

2. Actual Tonnage of each vehicle load Delivered by the Collection Contractor and a sum of total Tons Delivered by the Collection Contractor during the reporting period.

3. Average Tons per vehicle load Delivered by Collection Contractor during the reporting period.

4. Average Tons per day Delivered by the Collection Contractor during the reporting period.

5. Total Tons of material delivered by all Approved Facility users , by user type, during the reporting period.

6. Total Tons of material Processed during the reporting period.

7. Total Tons of City Delivered Material Diverted and the Diversion rate listed separately by each recovered material C ommodity, calculated using the approved allocation method described in Exhibit I.

8. Actual vehicle Turnaround Time for each vehicle load delivered by the Collection Contrac tor (determined in accordance with Subs ection 5.2.7 during the reporting period , upon request from the Collection Contractor or the City to resolve potential disputes for exceeding the maximum vehicle turn-around times in the Agreement).
274

EXHIBIT D

REPORTING REQUIREMENTS
JUNE 2025 Page D-2 Post-Collection Agreement, Exhibit D

9. Date, time, Collection Contractor truck number, and reason for Contractor rejection of any City Delivered Material vehicle loads. Note: This is in addition to the on -event reporting required for each event.

10. List of any Violations resulting in enforcement action received during the reporting period.

11. The total Tonnage of material generated in the City that is Delivered by any Facility user, including Self-Haulers, separated by material type.

12. Any operational or financial records related to Extended Producer Responsibility Programs, if any, including, but not limited to:
• Invoices or receipts for new or retrofitted equipment or vehicles purchased to implement the Extended Producer Responsibility Program.
• Changes to labor costs as a result of implementing the Extended Producer Responsibility Program.
• Records of reimbursements or payments made to Contractor by the Extended Producer Responsibility Programs or Stewardship Organization.
• Supporting documents related to the calculation used to determine costs allocated to the City versus other facility users.

Each monthly report shall be formatted to show both: (i) the previous months for the calendar year with year-to-date totals; and, (ii) the prior rolling twelve (12) month period.

3. Quarterly Report
Contractor shall submit a report each quarter. Reports shall include, at a minimum, the following information:

1. Tonnage of Commingled Organic Materials delivered by the City to the Approved Commingled Organic Processing Facility (Altamont CASP) and Commercial Food Scraps delivered by the City to the Approved Commercial Food Scraps Processing Facility (Altamont) in the previous quarter, based on Contractor Fastlane data.

2. Tonnage of materials delivered to the Approved Commingled Organic Materials Processing Facility (Altamont CASP), inclusive of pre-Processed material from the Approved Commercial Food Scraps Processing Facility (Altamont) in the previous quarter (all sources), based on Contractor Fastlane data.

3. The “Solid Waste for Disposal” amount reported by Altamont CASP to Recycling and Disposal Reporting System (RDRS) with regard to the previous quarter. Such material is Residue generated by the Altamont CASP that is Disposed (not used as ADC or Beneficial Reuse). 275

EXHIBIT D

REPORTING REQUIREMENTS
JUNE 2025 Page D-3 Post-Collection Agreement, Exhibit D

4. Annual Report
Contractor shall submit an annual report no later than forty-five (45) days after the end of each calendar year. The annual reports shall include, at a minimum, the following information:

1. All information required in the monthly reports, reported for the full calendar year.

2. Documentation that Contractor paid all G overnment Fees and taxes necessary to provide services under this Agreement in accordance with Applicable Law.

3. An Approved Disposal Facility capacity status report that identifies the remaining permitted capacity, the aggregate capacity committed to other entities through Contractor’s contracts, the available, uncommitted capacity, and the estimated remaining years of Approved Disposal Facility capacity.

4. Copies of the waste evaluation reports conducted in accordance with 14 CCR Section 17409.5.7.

5. Copies of quarterly Organic Waste Disposal reports completed and submitted to the State in accordance with Subsection 4.2.C of the Agreement.

6. Copies of all RDRS Quarterly Report Summaries submitted to CalRecycle during the reporting year, including underlying supporting data.

7. A description of any advances in environmental mitigation measures; any advanced technologies utilized in the course of business; any pilot programs which test advanced technologies; any new third-party certifications for Diversion or other Facility standards; and report s on any recent, pending, or planned changes in facility permits.

8. A description of any issues, plans, and concerns related to the use of the Approved Facilities during the past year and anticipated changes for the following year, including, but not limited to, additional services provided or available, actual or anticipated need for use of Alternate Facilities, regulatory issue or concerns, p ermit and regulatory violations, changes in staffing, equipment, or operations related to Contractor’s ability to perform under the Agreement, etc.

9. A list of all Secondary Processing Facilities used during the report year to Process, Recycle, or Compost City Delivered Materials. Such list shall include the facility’s name, physical address, and the name of the Owner/facility operator.

10. Documentation of all City Delivered Materials sent to Secondary Processing Facilities, including the type of materials sent to each Secondary Processing Facility and the total Tons sent to each Secondary Processing Facility by material type.

11. An explanation of any recently adopted laws or regulations or changes to laws or regulations that Contractor expects may impact this Agreement or Contractor’s operations during the Agreement Term.

12. Any State facility report , including those required under Subsection 4. 2.C and Exhibit J, that Contractor submits to CalRecycle or to Contractor’s RDRS coordinator. Such State facility reports 276

EXHIBIT D

REPORTING REQUIREMENTS
JUNE 2025 Page D-4 Post-Collection Agreement, Exhibit D include those submitted for any of the Approved Facilities Contractor is utilizing under this Agreement. Such annual submittals shall be in accordance with Applicable Law. If these reports are available on electronic platforms, they can be incorporated by reference in the annual report.

13. A written notice confirming whether the Approved Commingled Organic Materials Processing Facility and Approved Commercial Food Scraps Processing Facility (ies) will or will not Accept and remove plastic bags when Processing Organic Materials.

14. In accordance with Subs ection 5. 2.2.D, a record of all compliance agreements for quarantined Organic Materials that are Disposed of, including the name of Generator (if known) or Person Delivering such material, date issued, location of final D isposition, and the amount of quarantined Organic Materials that was required to be Disposed.

277

EXHIBIT E:

INITIAL RATES FOR POST-COLLECTION SERVICES

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EXHIBIT E

INITIAL RATES FOR POST-COLLECTION SERVICES
JUNE 2025 Page E-1 Post-Collection Agreement, Exhibit E

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EXHIBIT F:

PERFORMANCE STANDARDS AND LIQUIDATED

DAMAGES

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EXHIBIT F

PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES
JUNE 2025 Page F-1 Post-Collection Agreement, Exhibit F Except as otherwise provided in Section 10.7 of the Agreement, the City may assess Liquidated Damages in the event Contractor fails to meet specific quantifiable standards of performance in accordance with the terms and conditions of the Agreement.

The following table lists the events that constitute breaches of the Agreement's standard of performance warranting the imposition of Liquidated Damages. The table describes the incident(s) or event(s) that trigger Liquated Damages, the methods by which occurrences will principally be tracked by Contractor or the City, and the dollar amounts of Liquidated Damages that the City may assess for Contractor’s failure to meet the performance requirements specified in this Agreement. In the event that the City Contract Manager determines that Contractor has failed to meet the performance standard estab lished by this Agreement and described below, the City may assess Liquidated Damages pursuant to Section 10.6 of the Agreement. The dollar amounts of all Liquidated Damages listed in the table below shall be adjusted on July 1 of each year, in accordance with Section 8.3, by the Annual Percentage Change in the CPI-U. 284

EXHIBIT F

PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES
JUNE 2025 Page F-2 Post-Collection Agreement, Exhibit F

Event of Non-Performance Definition Liquidated Damage Amount Failure to meet vehicle turnaround
guarantees specified in Subsection 5.2.7.

Contractor shall operate the Approved Facilities
such that vehicle turnaround times do not exceed
the maximum vehicle turnaround time identified in
Subsection 5.2.7.

For Collection Contractor vehicles:
$100 per vehicle delayed.

Failure to receive vehicles during operating
hours specified in Subsection 5.2.4.

Failure of Contractor to open the Approved Facility
to the Collection Contractor during operating days
and hours specified in Subsection 5.2.4.
$1,000 per hour that the Approved Facility is
not open to receive the Collection
Contractor.

Failure of Contractor to separately receive,
store, Transfer, or otherwise manage
different streams of materials received at the
Approved Facility(ies) in a manner that does
not result in contamination. This would not
apply to loads that have excess
contamination, as set forth in Subsection

5.2.3 of the Agreement.

Failure of Contractor to separately receive, store,
Transfer, or otherwise manage Commingled
Organic Materials and Commercial Food Scraps that
were Source Separated by the Generator or Person
delivering the material and that were delivered to
the Approved Facility in a manner that does not
result in contamination.
$100 per Ton for each Ton of material that
has been combined, mixed, or
contaminated with another material
stream rather than separately managed,
where the total Tons per incident shall be
the combined Tonnage of the two (2) or
more material streams or contaminants
that were combined or mixed.

Failure of Contractor to achieve regulatory
compliance performance standards of
Subsection 5.2.1.

For each Notice of Violation resulting in an
enforcement action that any part of Contractor’s
Approved Facility(ies) receives from any regulatory
body related to Contractor’s responsibilities as they
pertain to the operation of the Approved
Facility(ies), as outlined in this Agreement.
$5,000 per month or portion thereof until the
Notice of Violation is resolved.

Failure of Contractor to perform required SB
1383 material sampling or to properly
conduct the sampling, sorting, or
measurements, as required under Applicable
Law.

Failure of Contractor to perform the SB 1383
material sampling, sorting, or measurements
required under SB 1383.
$500 per sample not collected in a given
quarter or per sample in which the sampling,
sorting, or measurements were not properly
conducted.

Timeliness of submissions of reports to the
City.

Failure to submit any report on time to the City (any
report shall be considered late until such time as a
correct and complete report is received by the
City).
$500 per day for each day a report is late, in
accordance with Section 6.3.

Failure to make records available upon
request and as required under the
Failure of Contractor to make reports and records
collected and retained by Contractor accessible to
$500 per day for each day that the requested
records are not available to the City in
285

EXHIBIT F

PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES
JUNE 2025 Page F-3 Post-Collection Agreement, Exhibit F Event of Non-Performance Definition Liquidated Damage Amount Agreement (Section 6.2). the City or its authorized representatives within five (5) Business Days of making a records request.
accordance with Section 6.2.

Failure of Contractor to notify the City of
intent to use Subcontractor(s), as required
under the Agreement (Section 3.3).

Failure of Contractor to notify the City anytime that
a Subcontractor is used to perform any obligations
of the Agreement.
$1,000 per incident that Contractor fails to
notify the City of its intent to use a
Subcontractor.

Failure of Contractor to provide an accurate
written response to information requested
by the City and required under the
Agreement (Section 6.1).

Failure of Contractor to provide a complete and
accurate written response to the City’s request
within the timeframe specified in the Agreement
(which shall not be less than ten (10) Business Days
if no timeframe is specified in the Agreement).
$500 per day for each day that the requested
information is late in accordance with Section

6.1. Failure of Contractor to Accept City Delivered
Materials at any Approved Facility under this
Agreement.

Inability of Contractor to Accept City Delivered
Materials at the appropriate Approved Facility for
that material type for any reason other than an
event of force majeure, and without prior
arrangement for use of an Alternate Facility.
$200 per Ton.

Failure to report use of any Secondary
Processing Facility not listed in Exhibit G5.

Failure of Contractor to report use of any Secondary
Processing Facility used to Process, Recycle, or
Compost City Delivered Materials.
$500 per Load of material Delivered to a
Secondary Processing Facility without prior
notice to, and approval by, the City.

Delivery to Non-Approved Facility Each individual occurrence of delivering City Delivered Materials to a facility other than the
Approved or Alternate Facility(ies) designated for
each material type under Article 4 of this
Agreement.
$500 per failure.

Disposal of materials Collected for Diversion. Each individual occurrence of Disposal of a load of Delivered Organic Materials or Recyclable Materials
without Processing.
$1,000 per Load.

Failure to Provide Adequate Capacity. Failure to provide adequate primary and alternate capacity to Accept and Process City Delivered
Materials.
$1,000 per Day.

286

EXHIBIT F

PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES
JUNE 2025 Page F-4 Post-Collection Agreement, Exhibit F By placing designee’s initials at the places provided, each Party specifically confirms the accuracy of the statements made above and the fact that each Party has had ample opportunity to consult with legal counsel and obtain an explanation of Liquidated Damage provisions of the time that the Agreement was made.

Contractor City
Initial Here: ___________ Initial Here: _________

287

EXHIBIT G:

RESERVED

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289

EXHIBIT H:

CORPORATE GUARANTY

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EXHIBIT H

CORPORATE GUARANTY
JUNE 2025 Page H-1 Post-Collection Agreement, Exhibit H This Guarant y Agreement (this “ Guaranty”), dated as of ____________, 202 5, is made and entered into by USA Waste of California, Inc., a Delaware corporation (“Guarantor”).

W I T N E S S E T H:

WHEREAS, Waste Management of Alameda County, Inc. , a subsidiary of Guarantor (the “ WM Subsidiary”) has entered into an Agreement between City of Dublin and Waste Management of Alameda County, Inc. for Organics and Solid Waste Post -Collection Services (the “ Agreement”) effective as of _________ with City of Dublin, California (the “ City”) pursuant to which WM Subsidiary shall perform certain solid waste services to the City and its residents; and WHEREAS, Guarantor will directly or indirectly benefit from the Agreement; NOW THEREFORE, in consideration of City entering into the Agreement, Guarantor hereby covenants and agrees as follows:

1. GUARANTY. Subject to the provisions hereof, Guarantor hereby irrevocably and unconditionally guarantees the timely payment when due of the financial obligations of WM Subsidiary (the “Obligations”) to City in accordance with the Agreement. To the extent that WM Subsidiary shall fail to pay any Obligations, Guarantor shall promptly pay to City the amount due. This Guarantee shall constitute a guarantee of payment and not of collection. The liability of Guarantor under the Guarantee shall be subject to the following:

Guarantor’s liability hereunder shall be and is specifically limited to payments expressly required to be made in accordance with the Agreement (even if such payments are deemed to be damages) and, except to the extent specifically provided in the Agreement, in no event shall Guarantor be subject hereunder to consequential, exemplary, equitable, loss of profits, punitive, tort, or any other damages, costs, or attorney’s fees.

2. DEMANDS AND NOTICE. If WM Subsidiary fails or refuses to pay any Obligations, City shall notify WM Subsidiary in writing of the manner in which WM Subsidiary has failed to pay and demand that payment be made by WM Subsidiary. If WM Subsidiary’s failure or refusal to pay continues for a period of fifteen (15) days after the date of City’s notice to WM Subsidiary, and City has elected to exercise its rights under this Guarantee, City shall make a demand upon Guarantor (hereinafter referred to as a “ Payment Demand”). A Payment Demand shall be in writing and shall reasonably and briefly specify in what manner and what amount WM Subsidiary has failed to pay and an explanation of why such payment is due, with a specific statement that City is calling upon Guarantor to pay under this Guarantee. A Payment Demand satisfying the foregoing requirements shall be deemed sufficient notice to Guarantor that it must pay the Obligations. A single written Payment Demand shall be effective as to any specific default during t he continuance of such default, until WM Subsidiary or Guarantor has cured such default, and additional written demands concerning such default shall not be required until such default is cured.

3. REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants that:
(a) it is a corporation duly organized and validly existing under the laws of the State of Delaware and has the corporate power and authority to execute, deliver and carry out the terms and provisions of the Guarantee;
(b) no authorization, approval, consent or order of, or registration or filing with, any court or other governmental body having jurisdiction over Guarantor is required on the part of Guarantor for the execution and delivery of this Guarantee; and
292

EXHIBIT H

CORPORATE GUARANTY
JUNE 2025 Page H-2 Post-Collection Agreement, Exhibit H (c) this Guarantee constitutes a valid and legally binding agreement of Guarantor, except as the enforceability of this Guarantee may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity.

4. SETOFFS AND COUNTERCLAIMS. Without limiting Guarantor’s own defenses and rights hereunder, Guarantor reserves to itself all rights, setoffs, counterclaims and other defenses to which WM Subsidiary or any other affiliate of Guarantor is or may be entitled to arising from or out of the Agreement or otherwise, except for defenses arising out of the bankruptcy, insolvency, dissolution or liquidation of WM Subsidiary.

5. AMENDMENT OF GUARANTY. No term or provision of this Guarantee shall be amended, modified, altered, waived, or supplemented except in a writing signed by the parties hereto.

6. WAIVERS. Guarantor hereby waives (a) notice of acceptance of this Guarantee; (b) presentment and demand concerning the liabilities of Guarantor, except as expressly hereinabove set forth; and (c) any right to require that any action or proceeding be brought against WM Subsidiary or any other person, or except as expressly hereinabove set forth, to require that City seek enforcement of any performance against WM Subsidiary or any other person, prior to any action against Guarantor under the terms hereof.

Except as to applicable statutes of limitation, no delay of City in the exercise of, or failure to exercise, any rights hereunder shall operate as a waiver of such rights, a waiver of any other rights or a release of Guarantor from any obligations hereunder.

Guarantor consents to the renewal, compromise, extension, acceleration or other changes in the time of payment of or other changes in the terms of the Obligations, or any part thereof or any changes or modifications to the terms of the Agreement.

7. NOTICE. Any Payment Demand, notice, request, instruction, correspondence or other document to be given hereunder by any party to another (herein collectively called “ Notice”) shall be in writing and delivered personally or mailed by certified mail, postage prepaid and return receipt requested, or by email with confirmation of delivery, as follows:

To City: City of Dublin
Attn: City Manager
100 Civic Plaza
Dublin, CA 94568

To Guarantor: Waste Management
Attn: Senior Legal Counsel
222 S. Mill Avenue, Suite 301
Tempe, AZ 85281

Notice given by personal delivery or mail shall be effective upon actual receipt. Notice given by email shall be effective upon receipt and confirmation of delivery. All Notices by email shall be confirmed promptly after transmission in writing by certified mail or personal delivery. Any party may change any address to which Notice is to be given to it by giving notice as provided above of such change of address. 293

EXHIBIT H

CORPORATE GUARANTY
JUNE 2025 Page H-3 Post-Collection Agreement, Exhibit H

8. MISCELLANEOUS. THIS GUARANTEE SHALL IN ALL RESPECTS BE GOVERNED BY, AND

CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS. This Guarantee shall be binding upon Guarantor, its successors and assigns and inure to the benefit of and be enforceable by City, its successors and assigns. Guarantor may assign this Guarantee and be released from its obligations hereunder with the conse nt of City, which consent shall not be unreasonably withheld. T he Guarantee embodies the entire agreement and understanding between Guarantor and City and supersedes all prior agreements and understandings relating to the subject matter hereof. The headings in this Guarantee are for purposes of reference only, and shall not affect the meaning hereof. This Guarantee may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

EXECUTED as of the day and year first above written.

USA WASTE OF CALIFORNIA, INC.

By: ________________________________
Alex Oseguera, President
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EXHIBIT I:

APPROVED SUBCONTRACTORS AND SECONDARY

PROCESSING FACILITIES

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EXHIBIT I

APPROVED SUBCONTRACTORS

AND SECONDARY PROCESSING FACILITIES
JUNE 2025 Page I-1 Franchise Agreement, Exhibit I
In accordance with Section 3.3 of the Agreement, the City has approved the following Subcontractors and Secondary Processing Facility(ies) to manage the specified services and otherwise assist Contractor in the performance of the requirements of this Agreement.

Approved Secondary Processing Facility or
Subcontractor
Services
Bio-Fuels Systems, Inc.

Processing of Commingled Organic Materials at the
Approved Commingled Organic Materials
Processing Facility and Processing of Pre-Processed
Commercial Food Scraps at the Approved
Commercial Food Scraps Processing Facility
(Altamont)*

Zero Waste Energy @Davis Street, an Urbaser
Project LLC
Commercial Food Scraps Processing at the
Approved Commercial Food Scraps Processing
Facility and Alternate Commercial Food Scraps
Processing Facility**

Service Description provided by Contractor:
* Bio Fuel Systems, Inc., the S ubcontractor, provides essential operational support for Contractor’s CASP Facility by leveraging their expertise, experience, and resources in O rganic Material handling and Processing. Their responsibilities include unloading, loading, handling, and Processing Organic Materials. To fulfill these tasks, Bio Fuel Systems, Inc. supplies necessary labor, materials, equipment, including small tools, heavy machinery (grinder), and some yellow iron (loaders) as well as vehicles and supervision. Additionally, they utilize leased Contractor equipment to ensure efficient execution of the compost operation. Contractor is solely responsible for all Federal, State, and local permits and approvals necessary to allow for the operation of the Facility.

** Zero Waste Energy @Davis Street, an Urbaser Project LLC, the S ubcontractor, provides essential operational support for Contractor at its Davis Street location, by Processing Organic Materials (Food Waste, Green Waste, and mixed Solid Waste Organic Materials Diverted from mixed Solid Waste Recycling) through a highly complex Organics Material Composting Facility (OMCF). This facility has robust technology that consist of rotating drum reactors and a lane turner in -vessel Composting system. Zero Waste Energy @Davis Street, an Urbaser Project LLC, support includes all necessary labor, machinery (plant equipment), heavy equipment, and movement of all material throughout the plant.

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299

EXHIBIT J:

CONTRACTOR’S PROPOSED TONNAGE AND

RESIDUE ALLOCATION PLAN

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EXHIBIT J
CONTRACTOR’S PROPOSED TONNAGE

AND RESIDUE ALLOCATION PLAN
JUNE 2025 Page J-1 Post-Collection Agreement, Exhibit J

1. Inbound Materials Management
Solid Waste: All inbound Solid Waste will be weighed at the Approved Disposal Facility’s certified scale, attributed to the City, and invoiced based on actual Tonnage received.

Commingled Organic Materials : All inbound Commingled Organic Materials will be weighed at the Approved Commingled Organic Materials Processing Facility’s certified scale, attributed to the City, and invoiced based on actual Tonnage received.

Commercial Food Scraps: All inbound Commercial Food Scraps will be weighed at the certified scale at the Approved Commercial Food Scraps Processing Facility(ies), attributed to the City, and invoiced based on actual Tonnage received.

2. Regulatory Compliance and Reporting
The Approved Facilities maintain records as required under applicable regulatory permits, including:
• Monthly reports on physical contamination levels and Residue removal (total facility amount, not by jurisdiction or customer).
• Documentation of compost product quantities Disposed onsite or offsite, including the reasons for such Disposal.
• Results from waste load checks, including types and amounts of prohibited materials encountered and their Disposition.

3. Disposal Reporting
Solid Waste: All City Delivered Materials that are Solid Waste Delivered to the Approved Disposal Facility shall be recorded as having an origin of the City and reported to the State as Disposal.

Organic Materials: At this time, Contractor represents that there is no regulatory requirement to conduct jurisdiction-specific or customer-specific contamination recording or allocating and reporting of Residue attributable to Organic Materials management. To the extent s uch regulations arise in the future, the Contractor shall ensure the City is not allocated any more than the City’s fair share of Residue from Processing City Delivered Materials that are Organic Materials. 302

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Mana ging Tomorrow’s Resources Today
590 Ygnacio Valley Road, Suite 105 Northern California
Walnut Creek, California 94596 Southern California
Telephone: 925/977-6950 www.hfh-consultants.com
August 13, 2024
Miche
lle Sung
Environmental Technician
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Subject
: Franchise Assignment Review – Amador Valley Industries, LLC. – FINAL REPORT Dear Michelle Sung:

HF&H Consultants, LLC (HF&H) is pleased to present the enclosed findings of HF&H’s due diligence review (Review) conducted for the City of Dublin (City) focused on the potential assignment of the Amended and Restated Collection Service Agreement between the City and Amador Valley Industries, LLC (AVI) executed September 10, 2020 (Agreement) to Livermore Sanitation Inc., LLC (LSI), a company wholly owned by Waste Connections, Inc (Waste Connections). Although LSI is the acquirer and considered the assignee, LSI was recently acquired by Waste Connections and HF&H has focused its evaluation on Waste Connections as the parent company and the entity that owns LSI. This report presents the scope of our Review, the findings of our Review, and our recommended proposed conditions to the assignment of the Agreement based on our Review.

Sincerely,

HF&H CONSULTANTS, LLC
Rob Hilton
President
Attachment 3
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City of Dublin Executive Summary
A mador Valley Industries Assignment Review Report
August 13, 2024 Page 1 of 17 HF&H Consultants, LLC

EXECUTIVE SUMMARY
Amador Valley Industries, LLC (AVI) desires to sell AVI’s stock and other interests, including the Amended and Restated Collection Service Agreement between the City of Dublin (City) and Amador Valley Industries, LLC. executed September 10, 2020 (Agreement). AVI has proposed an assignment of AVI’s rights and responsibilities associated with the Agreement (Assignment). Section 35.01 of the Agreement requires express written consent from the City for any assignment. An assignment, as defined in Section 35.03 of the Agreement, generally means any material change in the ownership of the company, including the proposed sale of AVI.

HF&H was engaged to perform a review of the proposed A ssignment (Review) on behalf of the City, in accordance with Article 35 of the Agreement, including reviews of AVI and Waste Connections, and a review of the purchase agreement between AVI and L ivermore Sanitation Inc., LLC (LSI), a Waste Connections company (Assignee), dated July 1, 2024. For the purposes of the review of past performance and other underlying factors surrounding qualifications, HF&H focused on AVI and Waste Connections; however, for the purposes of any recommended conditions to the Assignment, LSI would be the entity bound by all City-approved conditions, should the City decide to approve the proposed Assignment. For convenience, and unless otherwise specified, this report generally references the two companies, Waste Connections and LSI, collectively as Assignee.

In general, the Review found that the transaction would result in a change in control and governance of AVI. This report presents the City with the results of HF&H’s Review, which was conducted at the request of the City to support the City in determining whether it is in the City’s best interest to accept the terms of the proposed Assignment, to identify existing and potential issues that may arise as a result of any City consent to Assignment, and to provide HF&H’s recommendations to eliminate issues or to decrease the likelihood of the potential issues arising.

HF&H conducted a review of AVI’s performance that evaluated AVI’s performance under the Agreement.

HF&H’s analysis, findings, and recommendations, including performance shortfalls identified, are documented in the attached AVI and City of Dublin Performance Review (Performance Review), dated July 23, 2024 (Attachment 1). On their own, the specific shortfalls identified in the Performance Review were relatively minor in nature ; however, taken together, the shortfalls revealed needed improvement around administrative processes and outreach and educational requirements to support diversion performance. None of the issues identified during the Performance Review resulted in AVI being subject to liquidated damages, nor was AVI found to be in breach or default of the Agreement.

HF&H also conducted a financial review of AVI that included AVI’s compensation, expenses, tonnages, and billings, consistent with Ar ticle 5 and Section 27.07 of the A greement. HF&H’s analysis, findings, and recommendations are documented in the attached Review of AVI’s Compensation Memorandum (Compensation Review) dated June 6, 2024 (Attachment 2). HF&H reviewed AVI’s financial statements, tonnage reports, route operation statistics, AVI’s compensation and other supporting documentation and after the allowable operating ratio was applied, and HF&H recommended that the City adopt a 0.92% rate increase applied to all rates, effective July 1, 2024, in accordance with Article 5 of the Agreement.

Shortly after the execution of the Agreement, the City and AVI negotiated and reached agreement on an Amended and Restated Collection Service Agreement ( SB 1383 Amendment) to ensure compliance with SB 1383. The SB 1383 Amendment was never signed by the parties ; however, AVI’s compensation was adjusted in July of 2022 to reflect the new obligations of the SB 1383 Amendment. 306
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HF&H conducted a review of Waste Connections ’ financials and recent performance in nearby jurisdictions, and also a review of the purchase agreement between AVI and the Assignee. T he financial performance of Waste Connections is generally strong and appears to be adequate to recover a reasonable return on investment and maintain ongoing operating costs , based in part on potential economies of scale that may be realized by Waste Connections consolidating their LSI and Dublin operations at a single location. HF&H also determined that Waste Connections has been assessed $783,585 in liquidated damages for their failure to perform over the past few years in nearby jurisdictions.

HF&H does have concerns that Waste Connections may desire to increase margins by cutting costs that could impact operational performance under the Agreement.

To address existing and potential issues that may arise as a result of an Assignment , HF&H recommends the following items be incorporated into a new collection services agreement between the Assignee and the City (Collection Services Agreement) or otherwise satisfied or resolved prior to any City consent to the Assignment being considered:

II.A.2.a City Reimbursement: AVI received compensation to convert to a Tower database system but did not perform the conversion. The City requires repayment of the amount AVI was compensated; however, the City has expressed a willingness to reduce the amount owed by AVI to allow AVI to retai n a portion of actual costs incurred to implement upgrades to AVI’s system in lieu of the Tower conversion, if AVI can sufficiently document relevant costs to the satisfaction of the City. The City is under no obligation to reduce the amount owed by AVI.

Recommendation: T he City should be paid up to $131,906.28 by AVI prior to any transaction closing.

II.B.2.b Company Name: The Assignee has represented that the only substantive and immediate change at the time of the transaction closure would be the ownership of AVI. The City has expressed a desire for the name of the company providing services to the City to remain unchanged, which provides for continuity for the City’s ratepayers in knowing the name of their collection service provider.

Recommendation: As a condition to City consent to the Assignment, and throughout the term of the new Collection Servies Agreement, the Assignee should be required to retain the name “Amador Valley Industries”.

II.B.2.a Annual Personnel Expenses: Following an acquisition, there is always a risk that the acquiring company seeks to implement cost savings measures to increase profitability and further leverage positions that are already fully leveraged. This risk increases when assignment transaction costs are not expected to be fully recovered during the remaining term of any service agreement, as is the case here. Further, it was noted during the Performance Review that some of AVI’s performance shortcomings in performance were most likely due to insufficient staffing and/or vacancies. The Assignee provided an organizational chart during the Review that depicted the organizational structure of the Dublin operation, the position titles, and the minimum number of FTE(s) for each position.

Recommendation: The Assignee should be req uired to provide a complete organizational chart for the Dublin operation that includes all the required positions , the percentage of Assignee’s full-time employment dedicated to Dublin , and whether 307
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position(s) or percentages of full-time employment are considered allowable as direct costs or allocated costs such that they will be handled correctly in any future compensation adjustment.

Recommendation: For at least the first three years of the agreement, t he Assignee should be required to provide the City with a quarterly accounting of personnel expenses for positions dedicated to the City of Dublin, in a sufficiently detailed format as approved by the City , inclusive of all paid compensation and benefits and accrued liabilities. After the initial three years, the City may consider reducing the frequency of this accounting to an annual basis, replacing the quarterly requirement.

Recommendation: In addition to other repayment requirements described in this report, HF&H recommends the following requirements related to personnel expenses:
i. If the annual direct and allocated spend on allowable personnel, adjusted for vacancies and any inactive but paid positions, decreases year-over-year, the Assignee should be required to repay the City the amount of the reduction, increased by the allowable operating ratio such that any profit calculated on unspent personnel expenses is also paid back to the City. The Assignee has already agreed to a repayment process drafted by HF&H in one of their nearby jurisdictions and HF&H would recommend a similar process be incorporated into the Assignee’s new Collection Service Agreement.
ii. If the annual direct and allocated spend on allowable personnel, adjusted for vacancies and any inactive but paid positions, does not increase by at least the most recently applicable prior rate adjustment factor, for the prior year and/or if the City experiences a noticeable decline in performance and/or the provision of any services the Assignee should be required to provide the City with a written explanation on the reason(s) for the shortfall and the Assignee should be required to allow the City to conduct a more thorough review . If the review reveals that any active and dedicated positions were cut, then the Assignee should be required to reinstate and timely fill those positions and if such vacancy(ies) persist, then the Assignee should be required to repay the City following the process referenced in subsection i above. iii. To the extent that any position vacancies persist, as defined by a continuous vacancy in any required position(s) that is greater than two months (sixty (60) calendar days), or become recurring, as defined by a filling and vacancy in the same position in any twelve-month period, the Assignee should be required to repay the City following the process referenced in subsection i above. Such repayment would be applicable where any repayment is not otherwise captured above and would be calculated as a monthly rate adjusted annually on each July 1, for any portion of a 30 -day period of such vacancy(ies).

II.B.2.b New Collection Services Agreement: Absent the execution of a new Collection Services Agreement, the Assignee would be acquiring AVI’s interest in the existing Agreement including compensation for the unsigned SB 1383 Amendment without an obligation to perform pursuant to the terms of the unsigned SB 1383 Amendment. 308
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Recommendation: As a condition precedent to the effectiveness of any City consent to Assignment, the Assignee should be required to execute a new Collection Services Agreement with the City that is based on the SB 1383 Amendment and incorporates City-approved conditions from this Review.

II.B.2.c Processing Agreements : AVI does not currently have first -party agreements with the processor of recyclable materials or organics materials and relies on other contracts held by AVI’s related affiliates and/or related affiliates’ agreements with other companies. The City has expressed a desire to engage in its own first -party agreements for these services but needs assurances that the City’s material will be properly handled, at no additional cost to the City, while that process is underway.

Recommendation: As a condition precedent to the effectiveness of any City consent to Assignment, the Assignee should be required to demonstrate, to the satisfaction of the City, that there is guaranteed processing capacity for the City’s recyclable materials and organic materials through at least June 30, 2025 , at a diversion performance that is equal to or greater than AVI’s current processing diversion performance through its affiliates.

Recommendation: The Assignee should be required to meet and confer with the City prior to December 31, 2024 , to discuss the most appropriate compensation methodology for the City’s first-party processing service providers in the future such that the arrangement does not benefit the Assignee or cause a detriment to the City or the ratepayers.

II.C.2.a Cost Basis: Both the Agreement and the SB 1383 Amendment describe the process for future compensation reviews that are to be performed every three years. In order for such compensation reviews to accurately evaluate the Assignees’ compensation, the City will need to know the Assignee’s actual operating expenses to establish a baseline, and the City should have an opportunity to evaluate the accuracy of the reported expenses.

Recommendation: To give the City a proper cost -basis from which to evaluate compensation of the Assignee, the Assignee should be required to complete a set of cost forms, the format of which should be agreed upon by the City and the Assignee, and such forms should be required to accurately reconcile with the Assignee’s financial statements for the Dublin operations after one complete rate year of Assignee’s operations. Further, the City should have the right to require the Assignee to document, to the City’s satisfaction, all such expenses and/or allocation methods to attribute expenses to the Assignee’s services to the City.

II.D.2.a.i Leadership: The Assignee has indicated that AVI’s current General Manager will not continue as General Manager under the Assignee’s operation in Dublin. The Assignee has further indicated that it does not intend to have a General Manager position dedicated full time to the City and that Assignee intends to expand the responsibilities of the General Manager of Assignee’s Livermore operation to also cover Dublin.

Recommendation: HF&H recommends the Assignee be required to reinstate a full-time dedicated General Manager position for the Dublin service agreement if the City experiences any materially negative impact in services or the provision of services to 309
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customers or challenges with Assignee’s ability to manage and perform the new Collection Services Agreement. Further, if such a requirement is triggered, HF&H recommends the City have the right to participate in the General Manager recruitment process including the ability to approve any offering of employment to a prospective candidate, and where such approval would not be unreasonably withheld.

II.D.2.a.ii N otice to City : As discussed above, the Performance Review found that some of the shortcomings in AVI’s performance were most likely due to insufficient staffing and/or vacancies; and further that the City may not have been aware of such factors as they occurred or were occurring.

II.D.2.b.ii
Local Knowledge: AVI is locally owned and operated and had a depth of localized knowledge specific to the complex regulatory environment in California. The Assignee does not appear to have the same knowledge; in fact, the California team proposed by Assignee, and identified in Assignee’s organizational structure and through other documents provided for HF&H’s review , are fairly new to California and the Assignee’s California operations.

Recommendation: Th e Assignee should be required to either employ a new 0.5 full- time equivalent position that requires at least five years of municipal solid waste experience in California and the regulatory environmen t that supervises the Recycling Coordinators and reports to the General Manager or evidence to the satisfaction of the City that Assignee is capable of providing an equivalent amount of support to the Dublin operation. Further, the sufficiency of localized knowledge that would be lost in an Assignment should not be at the ratepayers’ expense and so any new expenses associated with filling this knowledge gap sh ould not be al lowable in any future compensation adjustments.

SECTION I: OVERVIEW
A. Background
The original collection service agreement between AVI and the City was executed in 2005 . The original agreement granted AVI the exclusive rights and obligations to collect residential waste and recyclable materials from single-family and multi-family dwellings, commercial service units, City service units, and Dublin Unified School District service units, and transport collected materials to designated facilities. Over the next seven years, the parties executed five amendments that included a myriad of changes to the respective obligations of the parties and the services provided under the agreement. On September 10, 2020, AVI and the City executed the Agreement that consolidated the terms of the original agreement and first five amendments as well as incorporating a new sixth amendment that extended the term of the agreement and provided for more expanded services.

In 2022, the parties began negotiating what would have been a seventh amendment to the Agreement (SB 1383 Amendment) that imposed new requirements related to AVIs support of the City ’s compliance 310
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with SB 1383, the Short-Lived Climate Pollutants Reduction Strategy. The SB 1383 Amendment included requirements that enhanced AVI’s public education and outreach services and reporting and made additional improvements to the substance and form of the Agreement. In anticipation of the execution of the nearly finalized SB 1383 Amendment, the City approved a rate adjustment to become effective July 1, 2022 that incorporated the requisite compensation for AVI to perform these new obligations ; however, due to unforeseen circumstances and other factors, the City and AVI never signed the SB 1383 Amendment.

In December of 2022, the City initiated a review of AVI’s performance and engaged HF&H to complete the Performance Review. The Performance Review evaluated AVI’s performance during calendar year 2022.

The final AVI and City of Dublin Performance Review dated July 23, 2024, is provided as Attachment 1 to this Review. In December of 2022, the City initiated a review of AVI’s compensation and engaged HF&H to complete the Compensation Review . The Compensation Review was completed for the rate year covering July 1, 2022 through June 30, 2023. The final Review of AVI’s Compensation Memorandum dated June 6, 2024, is provided as Attachment 2 to this Review.

AVI Notifies City of Intent to Sell
On March 8, 2024, the City received formal notice from AVI of its intent to sell the company to W aste Connections, Inc., inclusive of AVI’s interests in the Agreement with the City. AVI entered into a purchase agreement on July 1, 2024 to sell AVI’s stock and other interests, including AVI’s Agreement with the City of Dublin. Section 35.01 of the Agreement provides as follows:

No assignment of this Agreement or any right occurring under this Agreement shall be made in whole or in part by CONTRACTOR without the express written consent of the CITY. The CITY shall have the full discretion to approve or deny, with or without cause, any proposed or actual assignment by CONTRACTOR.

An assignment, as defined in Section 35.03 of the Agreement, generally means any material change in the ownership of the company including, pursuant to subsection 35.03.(ii):

A sale, exchange or other transfer of outstanding common stock of CONTRACTOR to a third party provided said sale, exchange or transfer results in a change of control of CONTRACTOR (with control being defined as ownership of more than fifty percent (50%) of CONTRACTOR ’S voting securities).

HF&H and the City were initially notified that AVI was proposing to sell all of AVI’s stock and all other interests, including the Agreement to Waste Connections . However, upon receiving the purchase agreement for review on July 1, 2024, the purchase agreement indicated that the acquiring company is not Waste Connections (WC) but instead Livermore Sanitation Inc., a Waste Connections company.

Assignment Review
For the purposes of the r eview of past performance and other underlying factors surrounding qualifications, HF&H focused our review on AVI and Waste Connections; however, for the purposes of any recommended conditions to the Assignment , LSI would be the entity bound by all City-approved conditions, should the City decide to approve the proposed Assignment. For convenience , and unless otherwise specified, this report generally references the two companies , AVI and L SI, collectively as Assignee.
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The issue areas covered in this Review are as follows:

Compliance Issue Areas (AVI)
• Implementation of all collection services and recycling programs • Public education and outreach
• Performance consistent with the standards of performance defined in the Agreement • Billing review
• Delivery of material to the correct facilities
• Provision of operating assets that meet the requirements of the Agreement • Reporting
• Payment of fees
Assignment Term Issue Areas (AVI and Waste Connections) • Financial condition of AVI and Assignee
• Risk to the City and/or ratepayers
Financial Condition Issue Areas (Waste Connections)
• Financial health and stability
• Return on investment
• Ability to maintain ongoing operating costs without compromising performance Experience and Qualification Issue Areas (AVI and Waste Connections) • Experience and Qualifications
• Past Performance and Liquidated Damages
B. Techniques
In addition to the Performance Review and Compensation Review, included as Attachment 1 and Attachment 2 to this Review, HF&H’s Review team conducted the following activities specific to this Review:
• Initial and follow-up information requests to AVI, Waste Connections, and the City. • Meetings and exchange of written correspondence with AVI, Waste Connections, and the City. • Review of financial and operational data.
• Review of the executed purchase agreement between AVI and the Assignee.

C. Limitations of the Analysis
The scope of HF&H’s analysis during this Review was limited as follows:
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• The information provided by AVI, Waste Connections, and/or the City to HF&H as requested to conduct the Assignment Review is accurate based on reasonableness within industry standards.

However, t he Assignment Review did not include independent verification of the accuracy or completeness of all of the source documents provided by AVI, Waste Connections, or the City. • While the recommendations identify potential conditions to the Assignment , the scope of work for the assignment review did not include development of specific remedies . T o the extent the City requests additional support from HF&H to incorporate the conditions into the new Collection Services Agreement that may be considered if the City consents to the Assignment, HF&H can support the City to implement solutions to the issues identified in this report. • Other matters might have come to our attention that would have been reported to the City had we addressed additional topic areas, additional issues within topic areas, and/or performed additional procedures.
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SECTION II: FINDINGS & RECOMMENDATIONS
HF&H performed review and analysis of:
• AVI’s performance and compliance with the Agreement.
• The financial health and stability of AVI and its operations. • The financial health and stability of Waste Connections. • The terms under which the Assignee intends to purchase AVI’s stocks and other interests, including the Agreement.
• The experience and qualifications of Waste Connections in relation to its ability to perform its obligations at or above the standards defined within the Agreement.

Generally, AVI has been found to be compliant with the terms and conditions of its Agreement with the City, with some exceptions noted in the findings below and in the attached Performance Review and Compensation Review (Attachment I and Attachment II) . For areas where non -compliance was documented during the performance review, AVI was notified, was given an opportunity to respond, and has either already remedied or attempted to remedy the situation and/or HF &H has made recommendations to prevent future failures to meet compliance either of AVI or of the Assignee.

Particular areas of concern that arose during the performance review are related to public education , outreach, and reporting.

HF&H believes that the recommendations below should be implemented regardless of whether the City consents to the A ssignment and that these recommendations should help to ensure that the City’s Agreement needs are better met.

A. Performance and Compensation Reviews
As mentioned above, p rior to the City receiving notice of AVI’s interest in the Assignment of the Agreement, the City had already engaged HF&H to perform bot h the Performance Review and the Compensation Review, which covere d the vast majority of areas that would have normally been conducted as part of an assignment review. Instead, the Performance Review and Compensation Review are attached to this Review , and the outcomes of each have been incorporated into the findings and recommendations of this Review.

1. Findings
a. The findings from the P erformance Review and of instances of AVI’s non-compliance with the Agreement, as well as other potential areas of concern, are detailed in the Performance Review dated July 23, 2024, which is included as Attachment 1 to this Review. b. The findings from the Compensation Review and the resulting compensation adjustment are detailed in the Compensation Review dated June 6, 2024, which is included as Attachment 2 to this Review. 314
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2. Recommendation
HF&H recommends the following conditions be incorporated into a new C ollection Services Agreement between Assignee and the City:
a. City Reimbursement: AVI received compensation to convert to a Tower database system but did not perform the conversion . The Ci ty requires repayment of the amount AVI was compensated; however, the City has expressed a willingness to reduce the amount owed by AVI to allow AVI to retai n a portion of actual costs incurred to implement upgrades to AVI’s system in lieu of the Tower conversion , if AVI can sufficiently document relevant costs to the satisfaction of the City. The City is under no obligation to reduce the amount owed by AVI.

Recommendation: The City should be paid up to $131,906.28 by AVI prior to any transaction closing.
b. Company Name : The Assignee has represented that the only substantive and immediate change at the time of the transaction closure would be the ownership of AVI. The City has expressed a desire for the name of the company providing services to the City to remain unchanged, which provides for continuity for the City’s ratepayers in knowing the name of their collection service provider.

B. Review of Assignment Terms
HF&H reviewed the purchase agreement between AVI and Assignee and the proposed terms of the transaction. This review, along with the review performed in Section II.C Review of Financial Condition of AVI and Waste Connections (below), is intended to assess whether the proposed Assignment, and related activities, would create undue risk to the City and/or the City’s ratepayers.

1. Findings
a. Calculations based on the financial statements provided by AVI show AVI is in good health and meets, and should continue to meet, favorable returns based on industry standards. HF&H has concluded that the Assignee should be able to recover an adequate return on the investment without creating undue risk to the City and/or ratepayers as a result of the transaction. This conclusion is based, in part, on the Assignee leveraging economies of scale that may be realized by the consolidation of Assignee’s Livermore and Dublin operations in to one single location, an option that was not available to AVI . The acquisition of this book of business will allow for the Assignee to potentially benefit from any extension to the Agreement, along with the strategic benefit of being the incumbent service provider should the City wish to go out to a competitive request for proposals. b. The A ssignment being considered by the City in the Assignee’s acquisition of AVI’s other interests is the Assignment of the Agreement, rather than the negotiated SB 1383 Amendment that includes provisions related to SB 1383 compliance. The SB 1383 Amendment has not been executed; h owever, the current customer rates include increased compensation for 315
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compliance with the unsigned SB 1383 Amendment without the corresponding obligations of the Amendment.
c. The Agreement establishes requirements for AVI to provide processing services for the City’s recyclable materials and organic materials ; however , HF&H discovered that the proposed transaction between the parties did not include, as part of AVI’s other interests, contracts with any third -party processing service providers for the City’s recyclable materials and organic materials.

2. Recommendations
HF&H recommends the following conditions be incorporated into a new C ollection Services Agreement between Assignee and the City:
a. Annual Personnel Expenses: Following an acquisition, there is always a risk that the acquiring company seeks to implement cost savings measures to increase profitability and further leverage positions that are already fully leveraged. This risk increases when assignment transaction costs are not expected to be fully recovered during the remaining term of any service agreement, as is the case here. Further, it was noted du ring the Performance Review that some of AVI’s performance shortcomings in performance w ere most likely due to insufficient staffing and/or vacancies. The Assignee provided an organizational chart during the Review that depicted the organizational structure of the Dublin operation, the position titles, and the minimum number of FTE(s) for each position.

Recommendation: The Assignee should be req uired to provide a complete organizational chart for the Dublin operation that includes all the required positions , the percentage of Assignee’s full-time employment dedicated to Dublin , and whether position(s) or percentages of full-time employment are considered allowable as direct costs or allocated costs such that they will be handled correctly in any future compensation adjustment.

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ii. If the annual direct and allocated spend on allowable personnel, adjusted for vacancies and any inactive but paid positions, does not increase by at least the most recently applicable prior rate adjustment factor, for the prior year and/or if the City experiences a noticeable decline in performance and/or the provision of any services the Assignee should be required to provide the City with a written explanation on the reason(s) for the shortfall and the Assignee should be required to allow the City to conduct a more thorough review . If the review reveals that any active and dedicated positions were cut, then the Assignee should be required to reinstate and timely fill those positions and if such vacancy(ies) persist, then the Assignee should be required to repay the City following the process referenced in subsection i above. iii. To the extent that any position vacancies persist, as defined by a continuous vacancy in any required position(s) that is greater than two months (sixty (60) calendar days), or become recurring, as defined by a filling and vacancy in the same position in any twelve-month period, the Assignee should be required to repay the City following the process referenced in subsection i above. Such repayment would be applicable where any repayment is not otherwise captured above and would be calculated as a monthly rate adjusted annually on each July 1, for any portion of a 30 -day period of such vacancy(ies).
b. New Collection Services Agreement: Absent the execution of a new Collection Services Agreement, the Assignee would be acquiring AVI’s interest in the existing Agreement including compensation for the unsigned SB 1383 Amendment without an obligation to perform pursuant to the terms of the unsigned SB 1383 Amendment.

Recommendation: As a condition precedent to the effectiveness of any City consent to Assignment, the Assignee should be required to execute a new Collection Services Agreement with the City that is based on the SB 1383 Amendment and incorporates City- approved conditions from this Review.
c. Processing Agreements: AVI does not currently have first-party agreements with the processor of recyclable materials or organics materials and relies on other contracts held by AVI’s related affiliates and/or related affiliates’ agreements with other companies. The City has expressed a desire to engage in its own first-party agreements for these services but needs assurances that the City’s material will be properly handled, at no additional cost to the City, while that process is underway.

Recommendation: As a condition precedent to the effectiveness of any City consent to Assignment, the Assignee should be required to demonstrate , to the satisfaction of the City, that there is guaranteed processing capacity for the City’s recyclable materials and organic materials through at least June 30, 2025, at a diversion performance that is equal to or greater than AVI’s current processing diversion performance through its affiliates.

Recommendation: The Assignee should be required to meet and confer with the City prior to December 31, 2024, to discuss the most appropriate compensation methodology for the City’s first-party processing service providers in the future such that the arrangement does not benefit the Assignee or cause a detriment to the City or the ratepayers.
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C. Review of Financial Condition of AVI and Waste Connections HF&H reviewed financial statements and other financial materials from both AVI and Waste Connections to determine the financial health and stability of both. This included the review of both companies’ income statements and balance sheets and then documenting key financial ratios. HF&H compared these financial ratios to benchmarks for companies of similar size within the solid waste industry. Based on this review and the information obtained during Section II.B (above), HF&H provides the results of our analysis and opinion on whether the individual financial performance of the compan y is adequate to recover a reasonable return on the Assignee’s investment, and whether Assignee can maintain ongoing operating costs without compromising operational performance under the Agreement.

HF&H calculated five financial ratios as described below:

Current Ratio: The current ratio roughly measures a company’s ability to pay its current obligations. It is a measure of liquidity; the higher the ratio, the more liquid. It is calculated as the Total Current Assets / Total Current Liabilities.

Quick Ratio: The quick ratio is a more conservative measure than the current ratio to measure a company’s ability to pay its obligations using only the most liquid assets. The higher the ratio, the more liquid. It is calculated as (Cash + Accounts Receivable) / Total Current Liabilities.

Debt to Equity Ratio: The debt to equity ratio measures the relationship between capital contributed by creditors and capital contributed by owners. A low ratio indicates greater financial safety and borrowing flexibility. It is calculated as Total Liabilities / Owners Equity.

Current Debt to Worth Ratio: The current debt to worth ratio expresses the relationship between capital contributed by owners and current capital contributed by creditors. The lower the ratio, the more easily it can cover or meet its debt obligation without having to sell a lot of assets. It is calculated as Current Liabilities / Net Worth
Profit Margin: The profit margin calculation measures a company’s return on total sales. The higher the margin, the more return on its operations. It is calculated as Profit Before Taxes / Total Sales.

1. Findings
a. HF&H performed financial analysis against industry benchmarks . While liquidity metrics are more favorable for AVI, Waste Connections’ size and their access to financing help s mitigate these concerns.
b. The financial performance of W aste Connections appears to be adequate to recover a reasonable return on investment and maintain ongoing operating costs based on potential economies of scale that may be realized by Waste Connections when consolidating their LSI and Dublin operations at a single location. HF&H does have concerns that Waste Connections may desire to increase margins by cutting costs that could impact operational performance under the Agreement.
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Figure 1: Financial Ratio Benchmarking – AVI

Figure 2: Financial Ratio Benchmarking – Waste Connections

2. Recommendation
HF&H recommends the following condition be incorporated into a new Collection Services Agreement between Assignee and the City:
a. Cost Basis: Both the Agreement and the SB 1383 Amendment describe the process for future compensation reviews that are to be performed every three years . In order for such compensation reviews to accurately evaluate the Assignees’ compensation, the City will need to know the Assignee’s actual operating expenses to establish a baseline, and the City should have an opportunity to evaluate the accuracy of the reported expenses.

Recommendation: To give the City a proper cost -basis from which to evaluate compensation of the Assignee, the Assignee should be required to complete a set of cost forms, the format of which should be agreed upon by the City and the Assignee, Reporting Year
Ratios as Compared to
Industry
Type of Ratio Measurement 2023
Industry
2022-231
2023
Liquidity Current Ratio 3.99 1.30 More Favorable
Quick Ratio 3.99 1.10 More Favorable
Debt to Equity Ratio 0.71 3.00 More Favorable
Current Debt to Worth 0.27 0.50 More Favorable
Operating Profit Margin 0.15 5.70% More Favorable
1AVI RMAU ID: Solid Waste Collection Financial Ratio Benchmarks for sales equal to or greater than $25M.

Capital
Structure
Reporting Year
Ratios as Compared to
Industry
Type of Ratio Measurement 2023
Industry
2022-231
2023
Liquidity Current Ratio 0.68 1.30 Less Favorable
Quick Ratio 0.57 1.10 Less Favorable
Debt to Equity Ratio 1.33 3.00 More Favorable
Current Debt to Worth 0.22 0.50 More Favorable
Operating Profit Margin 12.26% 5.70% More Favorable
1WC RMAU ID: Solid Waste Collection Financial Ratio Benchmarks for sales equal to or greater than $25M.

Capital
Structure
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and such forms should be required to accurately reconcile with the Assignee’s financial statements for the Dublin operations after one complete rate year of Assignee’s operations. Further, the City should have the right to require the Assignee to document, to the City’s satisfaction, all such expenses and/or allocation methods to attribute expenses to the Assignee’s services to the City.

D. Review of Experience and Qualifications of Waste Connections In order to determine Waste Connections’ ability to perform at or above the current standard of service, HF&H reviewed information regarding Waste Connection’s experience, qualifications, and performance.

The experience and qualifications review include d an evaluation of biographies, case studies , organizational charts, and other documents provided by the Assignee. This Review also included a review of liquidated damages assessed against Waste Connection.

1. Findings
a. Experience and Qualifications
i. Waste Connections is a publicly traded waste management company founded in 1997 that provides “non -hazardous waste collection, transfer and disposal services, including by rail, along with resource recovery primarily through recycling and renewable fuels generation…[and] serves more than eight million residential, commercial and industrial customers in mostly exclusive and secondary markets across 44 states in the U.S. and six provinces in Canada.” Waste Connections indicated they provide services in approximately 50 municipalities in California, including in the greater San Francisco Bay Area, and most recently completed the acquisition of Livermore Sanitation Inc. (LSI) in December of 2022. ii. Waste Connections has stated their intention to retain “almost all of the existing AVI employees…specifically, all drivers, customer service and outreach personnel,” however, each of those employees has the ultimate discretion about their choice to remain employed and it is important that Waste Connections maintains a work environment that encourages those valued employees to stay. Waste Connections indicated many of AVI’s employees are members of Teamsters Local 70 and Waste Connections indicated their commitment to abide by the terms of the current collective bargaining agreement (CBA) honoring the seniority and compensation arrangements , including the same union healthcare benefits . Waste Connections indicated the LSI employees are likewise represented by Teamsters Local 70 , so HF&H further inquired about how Waste Connections intended to honor the terms of the CBA for AVI employees when Waste Connections consolidate s the AVI and LSI shops at the LSI facility in the near future. Waste Connections has further stated they are “not retaining any leadership personnel from AVI” and that they have prepared their management team from their LSI operation to absorb the new employees.
b. Past Performance and Liquidated Damages
i. AVI’s performance review outlines the areas of concern with their compliance with the terms and conditions of the Agreement during the review period (please refer to Attachment 1 for further details). HF&H found that AVI had no liquidated damages assessed or issues where they were otherwise notified of a breach of the terms of their Agreement. 320
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ii. Waste Connections has been assessed $783,585 in liquidated damages for their failure to perform across five different jurisdictions under two separate agreements. These failures fell into four key performance areas that we know are important to the City: 1) recurring issues with missed collections, 2) failure to meet diversion standards, 3) failure to perform the required outreach and education activities, and 4) failure to meet the minimum requirements to provide technical assistance.

2. Recommendations
a. Experience and Qualifications
HF&H recommends the following conditions be incorporated into a new C ollection Services Agreement between Assignee and the City:
i. Leadership: The Assignee has indicated that AVI’s current General Manager will not continue as General Manager under the Assignee’s operation in Dublin . The Assignee has further indicated that it does not intend to have a General Manager position dedicated full time to the City and that Assignee intends to expand the responsibilities of the General Manager of Assignee’s Livermore operation to also cover Dublin.

Recommendation: HF&H recommends the Assignee be required to reinstate a full-time dedicated General Manager position for the Dublin service agreement if the City experiences any materially negative impact in services or the provision of services to customers or challenges with Assignee’s ability to manage and perform the new Collection Services Agreement. Further, if such a requirement is triggered, HF&H recommends the City have the right to participate in the General Manager recruitment process including the ability to approve any offering of employment to a prospective candidate, and where such approval would not be unreasonably withheld. ii. Notice to City : As discussed above, the Performance Review found that some of the shortcomings in AVI’s performance were most likely due to insufficient staffing and/or vacancies; and further that the City may not have been aware of such factors as they occurred or were occurring.

Recommendation: The Assignee should be required to notify the City in writing of any and all vacancies and fulfilment of positions providing direct services to the City within thirty (30) days of such vacancy or fulfillment. This requirement could be met affirmatively through specific notice or through a monthly reporting mechanism. b. Past Performance and Liquidated Damages
HF&H recommends the following conditions be incorporated into a new C ollection Services Agreement between Assignee and the City:
ii. Local Knowledge : AVI is locally owned and operated and had a depth of localized knowledge specific to the complex regulatory environment in California. The Assignee does not appear to have the same knowledge; in fact, the California team proposed by Assignee, and identified in Assignee’s organizational structure and through other documents provided for HF&H’s review , are fairly new to California and the Assignee’s California operations.
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Recommendation: The Assignee should be required to either employ a new 0.5 full- time equivalent position that requires at least five years of municipal solid waste experience in California and the regulatory environmen t that supervises the Recycling Coordinators and reports to the General Manager or evidence to the satisfaction of the City that Assignee is capable of providing an equivalent l evel of support to the Dublin operation. Further, the sufficiency of localized knowledge that would be lost in an Assignment should not be at the ratepayers’ expense and so any new expenses associated with filling this knowledge gap sh ould not be allowable in any future compensation adjustments.
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Attachment 1:

AVI Performance
Review
323

324
M anaging Tomorrow’s Resources Today
590 Ygnacio Valley Road, Suite 105 Northern California
Walnut Creek, California 94596 Southern California
Telephone: 925/977-6950 www.hfh-consultants.com
J
uly 23, 2024
M
ichelle Sung
Environmental Technician
City of Dublin
100 Civic Plaza
Dublin, CA 94568
S
ubject: AVI and City of Dublin Performance Review – FINAL REPORT Dear Michelle Sung,
HF&H Consultants, LLC (HF&H) provides the enclosed report on our due diligence audit and performance review (Review) of the p erformance of Amador Valley Industries , LLC (AVI) during calendar year 2022.

HF&H evaluated AVI’s performance under: 1) the signed and executed Amended and Restated Collection Service Agreement (6
th Amendment), between the City of Dublin (City) and AVI, and 2) the negotiated and unsigned Amended and Restated Collection Service Agreement ( SB 1383 Amendment), for which AVI began receiving increased compensation beginning July 1, 2022 to meet the increased obligations under SB 1383. This report presents the scope of our due diligence review, the ﬁndings of our review, proposed conditions to the performance of AVI based on our review, and our recommendations.

Sincerely,

HF&H CONSULTANTS, LLC
Ro
b Hilton Dave Hilton
President Senior Project Manager
Sincerely,

HF&H CONSULTANTS, LLC
325
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EXECUTIVE SUMMARY
HF&H was engaged by the City of Dublin to complete a Performance Review (Review) of AVI in accordance with the Franchise Agreement(s), including the executed Amended and Restated Collection Service Agreement dated September 10, 2020 ( 6th Amendment) as well the negotiated but unsigned Amended and Restated Collection Service Agreement (SB 1383 Amendment) for which AVI was compensated. The period of this Review was for calendar year 2022 in order to review the most recently completed calendar year for ease of quarterly and calendar year annual report reviews. Additionally, this period was selected in order to review both the period prior to, and after, July 1, 2022, when compensation adjustments were made in order to implement new services in accordance with the SB 1383 Amendment.

HF&H performed the Review and analysis of AVI’s performance and compliance with the 6th Amendment and the SB 1383 Amendment in ﬁve key areas . The requirements and relevant sections of each Amendment a nd HF&H’s determination of compliance are summarized in the table below and the narrative immediately following the table, with the remainder of the report describing what was reviewed and the basis used to determine compliance.

Customer Service
Findings: HF&H’s review of AVI’s performance and adherence to customer service requirements suggested AVI ha s largely been properly documenting and reporting customer complaints in accordance with the 6 th Amendment; however, the review revealed that AVI was not properly 326
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documenting and reporting customer complaints in accordance with the SB 1383 Amendment related to SB 1383 compliance.

Recommendations: HF&H recommends AVI review the reporting requirements detailed in the 6 th Amendment as well as the additional requirements in the SB 1383 Amendment to identify the requirements and proactively manage customer service compliance to ensure Agreement standards are met.

Public Education and Outreach/Technical Assistance
Findings: HF&H’s review of AVI’s performance of public education and outreach activities, which included multiple sections and obligations in both the 6 th Amendment and the SB 1383 Amendment, revealed each section reviewed had several requirements that were not being met.

Recommendations: HF&H recommends AVI align the framework of each Public Education and Outreach Plan (P EOP) with each speciﬁc requirement of the then-current Agreement to more clearly demonstrate the requirements are met and that the City and AVI develop quantitative metrics to establish what success means with regard to reaching outreach requirements.

Diversion and Facility Operations
Findings: HF&H’s review of AVI’s performance for Diversion and Facility O perations found that while AVI is in compliance with the use of approved facilities, it does not appear that AVI is on track to meet its diversion goals outlined in the SB 1383 Amendment.

Recommendations: HF &H recommends the City meet and confer with AVI to establish expectations around programs and outreach to achieve the diversion requirements stated in the 6 th Amendment and SB 1383 Amendment moving forward.

Reports and Records
Findings: HF&H’s review of AVI’s performance regarding the submittal of recurring reports in both the 6 th Amendment and the SB1383 Amendment revealed that timelines were missed on numerous occasions. HF&H’s review of AVI’s quarterly reports also revealed that AVI is not meeting the 50% diversion rate requirement prescribed in the SB 1383 Amendment.

Recommendations: HF&H r ecommends AVI submit a new template for the City to review a nd approve that cites and clearly identiﬁes each reporting requirement under the SB 1383 Amendment. Any requirements left out from the 6 th Amendment in the current reporting templates should be noted and included in the new template.

Notification Procedures
Findings: HF&H reviewed relevant materials on AVI staﬀ, supervisors, and management internal protocols for monitoring AVI’s compliance with the requirements of the 6th Amendment and found that AVI is in compliance with regard to solving complaints within the number of days allowed.

Recommendations: The City should continue to ensure that AVI is in compliance with the SB 1383 Amendment. This includes timeliness of information request and any upon request material. 327
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Limitations of the Analysis
The scope of HF&H’s analysis was limited as follows:

A. HF&H’s Review is different in scope than an audit of financial statements; such audits are performed by the independent certified public accountants retained by AVI.

B. While the recommendations identify potential areas for improvement, the scope of work for the Review did not include development of specific remedies other than those incorporated into the amendments already under consideration and this report. 328
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PERFORMANCE REVIEW

1. Customer Service Analysis
The 6th Amendment and SB 1383 Amendment both establish speciﬁc performance standards on customer service, which must be performed by AVI. The SB 1383 Agreement included the same requirements as the 6th Amendment, as well as adding reporting requirements based on SB 1383 regulations such as complaints and detailed documentation on resolutions involving SB 1383 non-compliance. HF&H reviewed the 2022 quarterly reports, and more speciﬁcally, the customer service report to verify compliance with service quality, reliability, and customer service performance standards.

Findings
HF&H found that AVI is generally compliant with the customer service requirements, with the following exceptions:
• HF&H requested detailed data from AVI’s customer service log (Exhibit D, Section 2.C . of the SB 1383 Amendment). AVI did not provide a detailed list with the following information , that is required as part of the 6th Amendment: a summary of the type of complaints (e.g., missed pickups, scheduled cleanups, billing concerns, damage claims, SB 1383 non- compliance), number of complaints, complaint logs , the resolution of each complaint , including the timestamp of complaints and/or resolutions that may be seen on workorders . I n accordance with Section

15.01.3 and 18.04.4 a customer call log should be provide d upon request of the City. These requirements are part of the 6th Amendment and expanded in the SB 1383 Amendment to include SB 1383 non-compliance checks. In their response to the draft performance review report , AVI stated that their staﬀ uses a City -approved template where the information requested in the template is provided on a monthly basis , however, did not provide any additional information documenting the template was approved by the City . To address these concerns, the City has agreed to provide AVI a template to use starting on the ﬁrst day of the calendar month following the date the template is provided to AVI that will be considered compliant with the then-current reporting requirements.
• HF&H requested clariﬁcation from AVI on the operating hours for the local oﬃce. AVI conﬁrmed that AVI’s oﬃce closes at 5:00 p.m. , whereas Section 15.01 in the 6th Amendment requires the oﬃce be open until 6:00 p.m. T he City has since conﬁrmed that the closing time of 5:00 p.m. is acceptable. HF&H requested information on AVI’s response to missed calls and whether postcards sent to customers after three attempts . AVI validated that postcards are not sent, but proper protocols addressing miss ed calls are conducted in accordance with Section 15.01.4 of the 6th Amendment and SB 1383 Amendment.
• HF&H requested information on AVI’s training protocols for customer service representatives. AVI stated that they are working to update their training protocols to include training customer service representatives on common items and behaviors around the compost stream. • HF&H reviewed AVI’s website and it does not have a frequently asked questions section or map for collection schedule , as required by Section 15.01.5 of the 6th A mendment and SB 1383 Amendment.

Recommendations
HF&H recommends AVI review the 6th Amendment as well as the SB 1383 Amendment to identify the requirements and proactively manage customer service compliance to ensure Agreement standards are 329
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met. AVI needs to ensure that their website and physical oﬃce are in compliance with the oﬃce hours and other standards stated in the 6th Amendment and should only deviate with express written permission from the City. HF&H recommends the City provide AVI with a reporting template that is compliant with the 6th Amendment and SB 1383 Amendment on the date the template is provided for AVI’s use; provided, however, that the City makes no representations or guarantees that the report template will remain compliant if AVI makes any modiﬁcations, if the City requests additional information be reported, or any reporting requirements are included in the fut ure. Additionally, HF&H recommends that the SB 1383 Amendment be updated to reﬂect any changes such as oﬃce hours that have been agreed upon, to ensure that AVI is in compliance with the contract.

HF&H recommends that AVI review the SB 1383 Amendment to proactively report SB 1383 complaints and non-compliances. AVI needs to document , at a minimum, for each complaint received: name and contact information of the complainant, if the incident is not submitted anonymously; identity of the alleged violator, if known; description of the alleged violation, including location(s) and all other relevant factors known; identity of any wi tnesses, if known; and, if requested by the C ity pursuant to Section

21.01.4, the date the Contractor conducted additional outreach or investigated the complaint (if applicable); documentation of the ﬁndings of the investigation; and, any photographic evidence collected during the investigation. Contractor shall include copies of all related reports submitted by Contractor to the City in accordance with Section 21.01.4 for the SB 1383 Amendment.

2. Public Education and Outreach Analysis
The SB 1383 Amendment establishes speciﬁc public education and outreach requirements to be performed by AVI. HF&H has crossed referenced the SB 1383 Amendment with the 6th Amendment to note where any requirements are or are not applied in both. This part of the Review was broken into nine separate sections:

1. Administrative requirements

2. Website

3. Special events

4. Schools

5. Single-family

6. Multi-family

7. Commercial

8. City facility

9. Upon request
For each section, HF&H reviewed newsletters, guides, Public Education and Outreach Annual Plans (PEOPs), monthly reports, and annual reports from 2022 that were submitted by AVI. Quarterly reports were used to identify the number of engagements AVI had with customers to oﬀer educational and/or technical support, as well as to identify the number of non- collection tags that were distributed.

Additionally, quarterly reports were cross-referenced with the PEOPs to ensure deliverables were met. 330
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Findings
Administrative Requirements
• Per Exhibit 8 of the both the SB 1383 Amendment t and the 6th Amendment, AVI’s education and outreach messaging plan focuses on introducing new programs to residents and businesses, as well as increas ing awareness of the need to reduce, reuse, and recycle, and the importance of buying recycled content products. The residential, multi -family and commercial plans had no messaging on the importance of buying recycled content products with the latter two plans omitted the correct setout instructions.
• AVI’s program related information in public education and outreach materials was deﬁcient as it did not include required messaging around junk mail reduction, grass recycling, or backyard composting in accordance with both the 6th Amendment and the SB 1383 Amendment.

Website Activities
• AVI met the requirements for hosting and maintaining a website, per the 6th Amendment and the SB 1383 Amendment.
• During the 2022 review period, AVI did not meet the requirements for posting residential rates on the website per the 6 th Amendment and the SB 1383 Amendmen t. Residential rates have since been updated on the website four months after rates came into eﬀect (completed December 2023).

Special Events Education and Outreach Activities
• Pursuant to Section 16.04 of the 6th Amendment and the SB 1383 Amendment, “AVI shall make available up to ten percent (10%) of the Compost and Mulch product (based on the weight of Organic Waste Collected of the previous year) to the C ity in the following categories: (i) bulk Compost and Mulch for use in C ity parks and City facilities; and (ii) bulk Compost and Mulch for distribution to C ity residents at one (1) recurring annual Compost give -away event .” HF&H determined that AVI had not been proactively tracking or reporting on the Compost or Mulch product that was required to be made available to the City , however, AVI did provide internal tracking information which documented one event held on June 18, where forty-four cubic yards were given away which was the amount requested by the City. AVI and the City agree that Compost and Mulch product has been provided when requested and the City has requested AVI begin more complete reporting on the amount of Compost and Mulch product available to the City and the amount of Compost and Mulch provided upon City request. • Exhibit B4.8.D of the SB 1383 Amendment states AVI shall prepare and pay for publication of all advertisements and public announcements regarding HHW events. As part of HF&H’s initial request, AVI provided only a sample drop-oﬀ day postcard for 2023. After AVI reviewed the draft performance review report, AVI sent a postcard for the 6/18/ 2022 event that was during the correct period. AVI did not provide a m ailing date or customer list for review as CleanEarth is responsible for scheduling and mailing the postcards.

Schools Education and Outreach Activities
• Section 16.02.3 of the SB 1383 Amendment and 6th Amendment state that AVI shall provide public schools with a standardized classroom recycling bin for every classroom and oﬃce in the district that is imprinted with the logo of the school district and the words "Dublin Schools Recycle." AVI 331
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has not provided information regarding the recycling bins program at Dublin schools for 2022. In their response to the draft performance review report, AVI stated that the schools were not interested in participating, however, no documentation was provided, and AVI asserted there is no contract requirement to continue to oﬀer the program continually since 2005. While the City indicated they do not agree with AVI’s interpretation of this provision, the City is agreeable to removing this requirement.
• Section 16.02.2 of the SB 1383 Amendment and 6th Amendment state that AVI shall work with the City's public school district to implement the "Go Green Initiative," as part of its public education programs. AVI provides education and outreach to City schools through planned programs and upon request activities. The 2022 school education program was partially met. AVI continued to collaborate with the school district and attended a meeting with all sites to survey the current waste program and needs. However, s ite visits and outreach activities were not properly documented due to a recycling coordinator staﬃng change.

Single Family Education and Outreach Activities
• Exhibit 8.2.B of the SB 1383 Amendment and Exhibit 8 of the 6 th Amendment state that single family newsletters for quarters one through four are available online. AVI did not include frequently asked questions (and answers), status reports on diversion levels, information regarding what is being done with the recyclables collected, or information about hard-to-market materials.
• Exhibit B1.5 of the SB 1383 Amendment and Section 8.07.3 of the 6 th A mendment state “Contractor shall promote, m a n a g e , s t a ﬀ , o p e r a t e a n d a d m i n i s t e r t h e L a r g e I t e m C o l l e c ti o n Service in a manner designed to encourage its wide use by Residential occupants.” HF&H reviewed and was not able to ﬁnd any advertisements or other related promotional information regarding the large item collection service in the newsletters.

Multi Family Education and Outreach Activities
• Section 16.03 of the SB 1383 Amendment and Section 8.07.3 of the 6th Amendment both require AVI to provide annual collection service notices and manage and promote their services. HF&H requested the program notiﬁcation direct mailing, distribution date, and distribution list or quantities of ﬂyers and service notices. AVI was not able to provide this information. • Section 3.07.11 of the SB 1383 Amendment states information is to be made available on the AVI website regarding the multi -family household battery collection boxes. No information on household battery collection boxes was made available on AVI’s website. AVI provided quarter two through four 2022 newsletters on their website, with only the quarter two newsletter containing information on battery collection. HF&H noted the quarter one’s newsletter was not available on AVI’s website. While this requirement is not part of the 6 th Amendment, it is a requirement under
the SB1383 Amendment.
• Section 16.03 of both Amendments states each calendar year during the term of this agreement, the Contractor shall publish and distribute separate notices to all MFD Service Units regarding the MFD Collection Service programs. AVI was able to provide information on multi-family recycling door hangers and ﬂyers regarding regular pickup reminders, bulky item pick up, and recycling but it was not clear to HF&H how , when, and in what quantity h angers/ﬂyers w ere distributed .

Information on distribution of door hangers and ﬂyers are included in the quarterly report, if any, for the reporting period.
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Commercial Education and Outreach Activities
• Section 10.02 of the SB 1383 Amendment and the 6 th Amendment both state “CONTRACTOR’S full-time Recycling Coordinator shall develop an annual Commercial Waste audit plan and submit the plan to the CITY for review no later than July 1, annually. At a minimum, the plan shall include the audit of at least two (2) and as many as ﬁve (5) Commercial Service Units per day depending on the needs of the commercial community, averaging a minimum of forty-four (44) per month.” HF&H reviewed the records of c ommercial waste audits and found that AVI did not meet the requirements for at least two and as many as ﬁve commercial service units per day. AVI reported challenges in meeting the quarterly auditing and outreach targets due to a staﬃng change in the recycling coordinator role, but A VI was compensated for the position and to perform this work despite any turnover and/or vacancies.
• Section 3.07.12 of the SB 1383 Amendment and Section 3.07.10 of the 6th Amendment both state AVI and the City shall work cooperatively to implement ongoing educational and operational changes to reduce customers’ use of compostable plastic bags along with other contamination in the commercial organic materials. AVI did not provide information to demonstrate compliance with regard to compostable plastics.

Upon Request
• HF&H requested information from the City regarding AVI's submittal of information related to u p o n r e q u e s t a c ti v i ti e s . T h e C i t y s t a t e d t h a t A V I h a s b e e n r e s p o n s i v e t o C i t y r e q u e s t s f o r information, but that certain requests, such as tonnage and subscription data, take longer. The current agreement does not establish a time frame of when requested data should be received , but in the SB 1383 Amendment, new language has been included to specify submission dates of reports and response time of requested data.

Recommendations
HF&H recommends AVI align each Public Education and Outreach Annual Plan (PEOP) with the speciﬁc requirements of the Agreement in order to more clearly identify compliance with the required components of the PEOPs.

HF&H recommends the City regularly review the time of submission of PEOP to ensure requirements are met. HF&H also recommends that AVI work with the City to more proactively communicate when AVI is planning and holding events related to public education and outreach requirements.

HF&H recommends that AVI should oﬀer programs to schools as required by both the 6th Amendment and the SB1383 Amendment. If the schools decline these services, AVI should document the reason why and continue to oﬀer annually. AVI should regularly meet with the City to discuss how to better understand trends and how to further support school programs.

HF&H recommends the City and AVI meet and discuss priorities around campaigns and outreach to put forward awareness of the HHW and battery program.

HF&H recommends that metrics be developed as part of each PEOP for measuring the success of the education and outreach programs provided by AVI and include a section within each quarterly report that compares AVI’s performance against these metrics. These metrics may include , for example, increased diversion program participation in response to various targeted education and outreach campaigns. 333
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Finally, HF&H recommends the City evaluate whether AVI has fulﬁlled all of its obligations under the both the 6th Amendment and the SB 1383 Amendment related to education and outreach activities and whether more explicit budgets and activities need to be identiﬁed and reviewed to ensure AVI completes these speciﬁc activities or consider whether the City should remove the obligations and compensation for these services and bring the services in house or ﬁnd another contractor to perform them.

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3. Diversion and Facilities Use Analysis
HF&H reviewed AVI’s quarterly reports from 2022. Section 6.01 of the 6th Amendment states “Contractor shall use commercially reasonable eﬀorts to achieve the following minimum annual Diversion rates by the Agreement Year beginning July 1, 2025,” which is also required under the SB1383 Amendment.” With 75% by 2025 diversion from Single-Family, Multi-Family, and Commercial customers being the target, based on the diversion numbers below it does not appear that AVI is trending in the direction to achieve these diversion goals.

Findings
Table 1: HF&H Diversion Review
Reports 75% Reached? Diversion % Comments
CY Q1 2022 No 41.72% RES 49%, COM 32%
January 2022 No 42.51% RES 49%, COM 32%
February 2022 No 41.44% RES 48%, COM 32%
March 2022 No 41.18% RES 48%, COM 31%

Q2 2022 No 41.94% RES 49%, COM 32%
April 2022 No 42.57% RES 50%, COM 32%
May 2022 No 41.91% RES 48%, COM 33%
June 2022 No 41.35% RES 48%, COM 33%

Q3 2022 No 41.09% RES 48%, COM 32%
July 2022 No 41.58% RES 48%, COM 33%
August 2022 No 41.07% RES 48%, COM 32%
September 2022 No 40.65% RES 47%, COM 32%

Q4 2022 No 41.25% RES 47%, COM 33%
October 2022 No 39.67% RES 45%, COM 32%
November 2022 No 41.37% RES 47%, COM 33%
December 2022 No 42.59% RES 50%, COM 33%

CY Annual 2022 No 42.96% RES 48%, COM 32%
FY Annual 2022 No 42.19% RES 49%, COM 32%

Diversion
• The average diversion rate of the residential sector is 48% while commercial/multi-family was lower at 32%. Based on this data, it does not appear that AVI is on track to achieve the diversion goal of 75% diversion by the Agreement Year beginning July 1, 2025, as required in both the 6th Amendment and the SB1383 Amendment.

Facility
• AVI is in compliance with the facilities listed in the 6th Amendment and SB 1383 Amendment based on review of weight tickets. AVI disposes of solid waste at Altamont Landﬁll. AVI processes organic materials at Blossom Valley. AVI recyclables are sent to the Alameda County Recovery Facility 335
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located in San Leandro. Material tonnages disposed at which facilities are not listed in the monthly, quarterly, or annual reports for CY 2022.

Weight Tickets
• HF&H randomly selected 40 scale tickets to review. HF&H requested invoices to conﬁrm the correct rate was charged per the rate sheets. No incorrect billing was found.

Recommendation
AVI must meet the minimum diversion rate stated in the 6 th Amendment and SB 1383 Amendment and work with the City to develop a compliance plan to ensure AVI meets the requirement. HF&H recommends the City meet with AVI to re-establish expectations around programs and outreach to achieve the diversion requirements stated in the 6th Amendment and SB 1383 Amendment, including establishing quantitative performance measures around the annual PEOP. It may be beneﬁcial to involve outside ﬁrms to perform deeper analysis of diversion trends and support the creation of new or more targeted outreach campaigns.

4. Reporting and Record Standards Analysis
HF&H reviewed dates and times reports were sent to indicate when AVI submitted reports to the City and compared those submission dates and times to the deadlines indicated in the 6th Amendment and the SB 1383 Amendment. HF&H reviewed monthly and quarterly reports for 2022. Additionally, AVI submitted two annual reports, one for C alendar year 2022 and one for ﬁscal year 2022. AVI did two overlapping reports due to schedules are realigning in the Agreement. In their response to the draft performance review report, AVI stated that the reports have been provided based on a template provided to AVI and that the City has never identiﬁed any issues with the reporting. AVI did not provide any additional information documenting the template was approved by the City. As stated in Section 1 of this Report, the City has agreed to provide AVI a template to use starting on the ﬁrst day of the calendar month following the date the template is provided to AVI that will be considered compliant with the then-current reporting requirements.

When reviewing monthly, quarterly, and annual reports, HF&H noted any inaccuracies from the requirements outlined in Section 18 of the 6th Amendment and Exhibit D of the SB 1383 Amendment and, despite City acceptance, and included them in the ﬁndings below.

Findings
Monthly Reports
HF&H reviewed the monthly reporting requirements in Section 18.04 of the 6 th Amendment and noted the following items in the reports:
• The solid waste data was missing from the City service and construction and demolition units. The report does not list City tonnage collected and disposed of. In the m onthly diversion report, City tonnage is combined with c ommercial tonnage, but that language is not consistent throughout the report. In their response to the draft performance review report, AVI stated they have never been asked to separate this data; however, this data was required as part of the 6 th Amendment regardless of any separate City request.
• In the recycling data, S ingle-Family Dwellings (SFD) and Multi-Family Dwellings (MFD) are combined in the m onthly services report (Exhibit 2, Monthly Tonnage Report). AVI may have combined City data with commercial, but it is not clear throughout the report. Participation rates 336
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relative to the total number of service units by service unit type is not included in the reports . In their response to the draft performance review report, AVI stated they have never been asked to separate this data; however, this data was required as part of the 6 th Amendment regardless of any separate City request..
• AVI informed HF&H that the school’s calendar year 2022 overview contained information about visits and meetings were limited due to staﬀ turnover at AVI. • Several of the reports were one to three days late based on the dates of their cover letter.

Per Exhibit D.2 of the SB 1383 Amendment, AVI is required to report the following additional information:
• The organic waste report - participation rates relative to weekly set outs, average daily gross tons, and the average daily number of set outs.
• The tonnage summary - tonnage by approved facility and facility type. • The customer service log - - section detailing SB 1383 non-compliance complaints. • The residual tonnage report - residue level and tonnage for all discarded materials processed, listed separately by material type collected and approved facility used. • The recycling markets report - source separated recyclable materials tonnage by commodity, average commodity values, and processed residue tonnage. • The contamination monitoring report - a description of AVI’s process for determining prohibited container contaminants, a summary of contamination notices, and documentation of the total number of containers with contents disposed of due to observed prohibited contaminants.

Quarterly Reports
HF&H reviewed the quarterly reporting requirements in Section 18.05 of the 6th Amendment and noted the following items in the reports:
• The tonnage information is not compared to the corresponding tonnage data from the prior year’s comparable period.
• Future event information is reported in the public education and information activities, but there is no summary of historical activities.
• The total, but not the average commercial audit information is included in reports. The results of the commercial waste audits had not been reported at the time of the initial review. A sample of the commercial waste audits were provided on 5/1/2024.

Per Exhibit D.3 of the SB 1383 Amendment, AVI is required to report the following additional information:
• The progress with implementing SB 1383 programs, and descri ptions of any opportunities identiﬁed or challenges faced, including plans for addressing such challenges. • A service evaluation report, including market factors, publicity conducted and needs, and descriptions of processed material loads rejected for sale. • Documentation of all materials exported out of State, as provided in 14 CRR Sections 18800 through 18813.
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Annual Reports
HF&H reviewed the annual reporting requirements in Section 18.06 of the 6th Amendment and noted the following items in the annual reports:
• Quarterly reports are summarized by the year and not by quarter. • The annual report does not include the Summary of Historical and Proposed Activities. • Organic Waste tonnage data is not listed by processing facility. • The Used Oil Program cost ﬁnancial data is not segregated between SFD and MFD. The ﬁnancial data does not include three of the four categories (administration, collection, and transportation). • The diversion plan is missing from the annual report. • The large item report is missing the disposal facility name and location, average price received or paid per ton and total revenue, expenditures, and total net costs or proceeds. • The textiles report is missing the disposal facility name and location, average price received or paid per ton and total revenue, expenditures, and total net costs or proceeds. • The special events report omits historical comparison of annual events (Holiday Tree Collection) and the average of all Agreement years.

Per Exhibit D.4 of the SB 1383 Amendment, AVI is required to report the following additional information:
• The documentation demonstrating that the actual percent of the material removed for landﬁll disposal that is organic wast e is less than the percent speciﬁed in in either 14 CCR Section 17409.5.8(c)(2) or 17409.5.8(c)(3), whichever is applicable . If applicable, AVI will demonstrate compliance with the digestate handling requirements speciﬁed in 14 CCR Section 17896.5 • The summary of all data provided in the tonnage report sections, including totals and averages from the quarterly and annual data, and subscription data. • The total amount of mulch and/or compost product provided to the City. • The results of the City’s annual compost give-away event. • The total amount of SB 1383 renewable natural gas procured for use in vehicles including copies of any receipts, invoices, or other similar documentation. • The total number of SB 1383 regulatory non- compliance complaints that were received, and the total number investigated. This report will also include the total number of contamination notices categorized by sector, and copies of all contamination notices and educational materials issued to non-compliant generators.
• The list of all vehicles used in performing services under the Agreement including the license plate number, VIN, make, model, model year, purchase date, engine overhaul/rebuild date if applicable, and mileage on June 30.
• The following on education and outreach:
o A copy of all education and outreach materials;
o A record of the distribution date and recipients of direct, in-person contact; o A record of the date, number of recipients, and a copy of the information distributed through mailings or bill inserts;
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o A copy of electronic media, including the dates, posted to social media, e -mail communications, or other electronic messages;
o A summary of the status of the annual education and outreach plan; o A record of all technical assistance eﬀorts;
o A list of all languages that education materials were provided in; and, o A copy of all special event reports.
• The documentation of written notiﬁcation if the organic waste processing facility has the capability to process and recover compostable plastics throughout the term of the Agreement.

Additional Reports
Per the SB 1383 Amendment, AVI may be required to report the following information at the City’s request:
• Copies of AVI’s AB 901 reports;
• Incident reports;
• Facility capacity planning information;
• Excuse from performance; and,
• Customized reports from records AVI are required to maintain.

Recommendations
• AVI and the City should meet and discuss the importance and timeliness of certain reporting requirements and if current requirements need to be revised to better understand customer information and activity in order to create more eﬀective programs to increase diversion. • AVI should submit a new template for the City to approve that will record and report the all the requirements in the SB 1383 Amendment, provided, however, that City approval of such a template does not relieve AVI of the responsibility to comply with the provisions of the contract .

Additionally, any requirements left out from the 6 th Amendment in the current reporting templates should be noted and included in the new template.

5. Notification Procedures Analysis
HF&H reviewed relevant materials on AVI staﬀ, supervisors, and management internal protocols for monitoring AVI’s compliance with the requirements of the 6th Amendment. HF&H obtained copies of notices transmitted to customers related to the speciﬁc noticing requirements to ensure that such notices were compliant with the requirements of the 6th Amendment.

Findings
• HF&H sampled 60 notiﬁcation procedures for customer resolution from 2022 and noted AVI is in compliance with the number of days taken to resolve the complaint. • The City has notiﬁed HF&H of the slow response times from AVI. The 6th Amendment does not state required dates of submission or timeline for responses. In the SB 1383 Amendment, Section 18 and Exhibit D states the required timelines and/or dates of all requested submissions and data to the City.
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Recommendation
The City should continue to ensure that AVI is in compliance with the SB 1383 Amendment. This includes established timelines for resolving complaints and for responding to City requests for additional information and/or supporting materials.
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Attachment 2:

AVI Compensation
Review
341

342

Managing Tomorrow’s Resources Today

590 Ygnacio Valley Road, Suite 105 Northern California
Walnut Creek, California 94596 Southern California
Telephone: 925/977-6950 www.hfh-consultants.com

MEMORANDUM

To: Shannan Young, Environmental and Sustainability Manager – City of Dublin From: Rob Hilton, President – HF&H Consultants
Dave Hilton, Senior Project Manager – HF&H Consultants

Copy to: Debbie Jeffery, Manager – AVI
Date: June 6, 2024
Subject: Review of AVI’s Compensation – Final Report

HF&H Consultants, LLC (HF&H) provides the enclosed report on our due diligence compensation review (Review) to verify Amador Valley Industries, LLC (AVI)’s compensation under the Amended and Restated Collection Service Agreement (Agreement) between the City of Dublin (City) and AVI. This report presents the scope of our due diligence review, the findings of our review, proposed conditions to the compensation of AVI based on our review, and our recommendations.

Scope of Work
We performed the following procedures as part of our review:
• Reviewed AVI’s actual eligible costs during the prior rate period (FY 22/23), including the review of financial statements, tonnage reports, route operation statistics, and other s upporting documentation to verify the accuracy and practicality of the costs associated with the Agreement; • Verified the revenue generated from customer billings in order to assess the reasonableness and accuracy of the gross rate revenues as reported by AVI; • Reviewed the current customer subscription data received from AVI multiplied by the current rated in order to calculate revenue received;
• Tested a limited judgement sample of commercial and residential customer accounts to verify the rates matched the current City-approved rate schedules; • Applied the RRI methodology to convert 2023/24 eligible expenses into 2024/25 dollars; and, • Determined the City’s revenue requirement.

Findings
HF&H reviewed financial statements from AVI to verify AVI’s compensation is consistent with an operating ratio not greater than 90%. This included reviewing financial statements, tonnage reports, route operation 343

Managing Tomorrow’s Resources Today

MEMORANDUM

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Dublin City CouncilJune 3, 2025

Dublin City Council
June 3, 2025