Agenda packet — Laguna Woods City Council, February 18, 2026 (part 1 of 2)

CITY of LAGUNA WOODS

CITY COUNCIL
AGENDA
Regular Meeting
Wednesday, February 18, 2026
2:00 p.m.

Laguna Woods City Hall
24264 El Toro Road
Laguna Woods, CA 92637
Pearl Lee
Mayor Pro Tem
Cynthia Conners
Councilmember
Annie McCary
Mayor
Shari L. Horne
Councilmember
Carol Moore
Councilmember
Welcome to a meeting of the Laguna Woods City Council!
This meeting may be recorded, televised, and made publicly available.

Public Comments/Testimony: Public comments/testimony are accepted in-person and in writing. For more information, please refer to page three of this agenda.

Americans with Disabilities Act (ADA): It is the intention of the City of Laguna Woods to comply with the ADA. If you need assistance to participate in this meeting, please contact either the City Clerk’s Office at (949) 639-0500 or the California Relay Service at (800) 735- 2929/TTY (800) 735-2922. The City of Laguna Woods requests at least two business days’ notice in order to effectively facilitate the provision of reasonable accommodations.

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REGULAR MEETING SCHEDULE
The Laguna Woods City Council meets regularly on the third Wednesday of each month at 2 p.m.

AGENDA POSTING AND AVAILABILITY
Regular and Adjourned Regular Meetings: Pursuant to California Government Code Section 54954.2, the City of Laguna Woods posts agendas at Laguna Woods City Hall, 24264 El Toro Road, Laguna Woods, CA 92637; on the City of Laguna Woods’ website (www.cityoflagunawoods.org); and, at other locations designated by Resolution No. 24-08, at least 72 hours in advance of regular and adjourned regular meetings. Agendas and agenda materials are available at Laguna Woods City Hall during normal business hours and on the City of Laguna Woods’ website. Printed copies of agendas and agenda materials are provided at no charge in advance of meetings. After meetings have occurred, a per page fee is charged for printed copies except when prohibited by law.

Special and Emergency Meetings: Agenda posting and availability for special and emergency meetings is conducted pursuant to all applicable provisions of California Government Code.

AGENDA DISTRIBUTION LISTS
Electronic Distribution: The City of Laguna Woods provides notification of agenda posting and availability via email. To sign up for email notifications, visit www.cityoflagunawoods.org/emailnotifications, email [email protected], or contact the City Clerk’s Office at (949) 639- 0500. Please note that the City of Laguna Woods is not responsible for, and makes no guaranties or warranties related to, the transmission or receipt of email notifications.

Mail Distribution: The City of Laguna Woods is able to mail agendas and/or agenda materials if provided with advance payment for postage and printing (if applicable). To request mail distribution, please email [email protected] or contact the City Clerk’s Office at (949) 639-0500.

FOR ADDITIONAL INFORMATION
For additional information regarding this agenda, please contact the City Clerk’s Office at (949) 639- 0500, [email protected], or 24264 El Toro Road, Laguna Woods, CA 92637.

AFFIDAVIT OF POSTING

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.

CITY OF LAGUNA WOODS )
I, Yolie Trippy, City Clerk, City of Laguna Woods, hereby certify under penalty of perjury that this agenda was posted at Laguna Woods City Hall, 24264 El Toro Road, Laguna Woods, CA 92637; on the City’s website (www.cityoflagunawoods.org); and, at other locations designated by Resolution No. 24-08, pursuant to California Government Code Section 54954.2. /s/ Yolie Trippy 2/13/26
YOLIE TRIPPY, CMC, City Clerk Date
Laguna Woods City Council Agenda  02/18/2026 Regular Page 3 of 12

OPTIONS FOR PUBLIC COMMENTS/TESTIMONY

1. In Person
Members of the public wishing to address the City Council on items appearing on this agenda are advised to indicate their interest in doing so by submitting a speaker card to City staff or proceeding to the podium, one-by-one, at the time an item is considered.

Members of the public wishing to address the City Council on items not appearing on this agenda may do so during Item V.

Each speaker will have the opportunity to speak for up to three minutes once per agenda item, unless otherwise allowed by the City Council.

To ensure each speaker is provided with an uninterrupted opportunity to speak for the full time allotted, members of the City Council and City staff are asked to reserve any responses they wish to make to public comments until after each speaker has completed their comments.

Speakers are requested, but not required, to identify themselves, both on any speaker cards and in comments/testimony. Speakers are advised that their names and any information submitted on speaker cards or otherwise provided in writing to the City may be disclosed or become a matter of public record. No speaker should expect privacy of such information.

2. In Writing
Written public comments/testimony should be clearly marked as such and may be mailed or delivered to Laguna Woods City Hall (24264 El Toro Road, Laguna Woods, CA 92637) or sent via email ([email protected]) provided that they are received by the City of Laguna Woods prior to 2:00 p.m. on the day of this meeting.

Written public comments/testimony will be provided to the Laguna Woods City Council and included in the City Clerk’s written record of this meeting.

Parties submitting written public comments/testimony are requested, but not required, to identify themselves. Parties are advised that their names, email addresses, and any information submitted in writing to the City of Laguna Woods may be disclosed or become a matter of public record. No party should expect privacy of such information.

REMOTE VIEWING AND/OR LISTENING OPPORTUNITIES
The City of Laguna Woods plans to offer the following remote viewing and/or listening opportunities as a courtesy for this meeting. These opportunities are not guaranteed to be operable, technically feasible, or uninterrupted. The instructions provided are not guaranteed to be correct or all-inclusive as Zoom and YouTube may modify interfaces and interfaces may differ by device or application. Members of the public who wish to ensure that they are able to view and/or listen to this meeting should attend in person.

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1. Zoom (on a computer)
The City of Laguna Woods plans to live stream this meeting on Zoom (audio and/or video). Public comments/testimony will not be accepted via Zoom.
• Visit www.zoomgov.com
• Click on “Join” (if given an option select “by meeting ID”) • Enter the following meeting ID: 161 548 2089
• Click on “Join”
• Open the Zoom application following the on-screen prompts • Enter the following meeting passcode: 24264
• Follow any additional prompts and enter information as required by Zoom Parties are advised that information they provide to Zoom may be publicly visible and/or visible to the City of Laguna Woods and others. No party should expect privacy of such information.

2. Zoom (on a telephone)
The City of Laguna Woods plans to live stream this meeting on Zoom (audio and/or video). Public comments/testimony will not be accepted via Zoom.
• Call (669) 216-1590
• Follow the prompts and provide the information required by Zoom • When prompted for a meeting ID enter 161 548 2089
• There is no participant ID; follow prompts to bypass
• If asked for a passcode enter 24264
Parties are advised that their telephone number and information provided to Zoom may be publicly visible and/or visible to the City of Laguna Woods and others. No party should expect privacy of such information.

3. YouTube
The City of Laguna Woods plans to live stream this meeting on YouTube (audio and/or video).

Public comments/testimony will not be accepted via YouTube. • Visit www.youtube.com/@cityoflagunawoods
• Click on “Live”
• Click on “Laguna Woods Channel 3”
Parties are advised that information they provide to YouTube may be publicly visible and/or visible to the City of Laguna Woods and others. No party should expect privacy of such information.

4. Cable Television
The City of Laguna Woods plans to broadcast this meeting on cable television Channel 3 within Laguna Woods Village (audio and/or video). Public comments/testimony will not be accepted via cable television Channel 3.

Laguna Woods City Council Agenda  02/18/2026 Regular Page 5 of 12 I. CALL TO ORDER
Introductory Notes: Members of the public wishing to address the City Council on items appearing on this agenda are advised to indicate their interest in doing so by submitting a speaker card to City staff or proceeding to the podium, oneby-one, at the time an item is considered.

Members of the public wishing to address the City Council on items not appearing on this agenda may do so during Item V.

Each speaker will have the opportunity to speak for up to three minutes once per agenda item, unless otherwise allowed by the City Council.

II. ROLL CALL
III. PLEDGE OF ALLEGIANCE
IV. PRESENTATIONS AND CEREMONIAL MATTERS

4.1 African American History Month – February 2026
Recommendation: Approve and present the proclamation.

V. PUBLIC COMMENTS ON NON-AGENDA ITEMS
About Public Comments on Non-Agenda Items: This is the time and place for members of the public to address the City Council on items not appearing on this agenda. As a reminder, each speaker will have the opportunity to speak once for up to three minutes, unless otherwise allowed by the City Council.

To ensure each speaker is provided with an uninterrupted opportunity to speak

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for the full time allotted, members of the City Council and City staff are asked to reserve any responses they wish to make to public comments until after each speaker has completed their comments.

Please note that, pursuant to state law, the City Council is unable to take action on items not appearing on this agenda, but may ask clarifying questions of the speaker, engage in brief discussion, refer items to City staff, and/or schedule items for consideration at future meetings.

VI. CITY TREASURER’S REPORT

6.1 City Treasurer’s Report
Recommendation: Receive and file the City Treasurer’s Report for the month of January 2026.

6.2 Quarterly Financial Report
Recommendation: Receive and file the Quarterly Financial Report for the second quarter of Fiscal Year 2025-26.

VII. CONSENT CALENDAR
About the Consent Calendar: All items appearing on the Consent Calendar are considered by the City Manager to be routine and will be enacted by one vote.

There will be no separate discussion of these items unless a member of the City Council or City staff requests that specific items be removed from the Consent Calendar for separate discussion and consideration of action.

Members of the public may address the City Council on any item appearing on the Consent Calendar at the time the item is considered, regardless of whether or not the item has been removed from the Consent Calendar.

Items that are removed from the Consent Calendar will be considered after the items remaining on the Consent Calendar.

7.1 City Council Minutes
Recommendation: Approve the City Council meeting minutes for the regular meeting on January 21, 2026 and the special meeting on February 4, 2026.

Laguna Woods City Council Agenda  02/18/2026 Regular Page 7 of 12

7.2 Payment Register
Recommendation: Approve the payment register dated February 18, 2026, 2025 in the amount of $1,135,425.31.

7.3 Statewide Trash Provisions (Orders)
Recommendation: Waive the provisions set forth in Laguna Woods Municipal Code Section 3.06.080(c) related to competitive bidding and authorize the City Manager to enter into agreements with consultants to provide professional services related to the City’s legal obligations to comply with the State Water Resources Control Board’s Statewide Trash Provisions, subject to approval as to form by the City Attorney and the availability of sufficient budgeted funds, through June 30, 2026.

7.4 Americans with Disabilities Act (ADA) Pedestrian Accessibility Improvement Project: Phase 9B
Recommendation:

1. Approve the final record plans and specifications reflecting completion of the “Americans with Disabilities Act (ADA) Pedestrian Accessibility Improvement Project: Phase 9B” as prepared by the project engineer.

AND

2. Accept project completion of the contract agreement with Hardy & Harper, Inc. for the construction of the “Americans with Disabilities Act (ADA) Pedestrian Accessibility Improvement Project: Phase 9B” and authorize the City Manager to execute and record, or cause to be executed and recorded, a notice of completion with the County of Orange.

AND

3. Authorize the City Manager to release the contract retention payment withheld per state law, and exonerate project posted bonds, for the “Americans with Disabilities Act (ADA) Pedestrian Accessibility Improvement Project: Phase 9B,” 35 days following recordation of the notice of completion with the County of Orange, to the extent allowed by state law.

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7.5 Waste Infrastructure System Enterprise Agreement
Recommendation: Approve the Waste Infrastructure System Enterprise Agreement (which establishes solid waste disposal rates and services related to the County of Orange’s landfills and solid waste infrastructure) with the County of Orange and authorize the Mayor to execute the agreement, subject to approval as to form by the City Attorney.

VIII. PUBLIC HEARINGS

8.1 Conditional Use Permit CUP-2025-0005, a request by We Architects Group for approval of a conditional use permit amending Conditional Use Permit CUP00-02 to allow for the establishment of a medical clinic use and alternative provisions to off-street parking regulations resulting in a reduction in available off-street parking stalls at 24301 Paseo De Valencia, Laguna Woods, CA 92637
Recommendation:

1. Receive staff report.

AND

2. Open public hearing.

AND

3. Receive public testimony.

AND

4. Close public hearing.

AND

5. Adopt a resolution titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAGUNA
WOODS, CALIFORNIA, APPROVING CONDITIONAL USE PERMIT CUP2025-0005 TO AMEND CONDITIONAL USE PERMIT CUP00-02 TO

ALLOW FOR THE ESTABLISHMENT OF A MEDICAL CLINIC USE AND

ALTERNATIVE PROVISIONS TO OFF-STREET PARKING REGULATIONS

RESULTING IN A REDUCTION IN AVAILABLE OFF-STREET PARKING Laguna Woods City Council Agenda  02/18/2026 Regular Page 9 of 12 STALLS AT 24301 PASEO DE VALENCIA, LAGUNA WOODS, CA 92637,

AND DETERMINING THAT THE CONDITIONAL USE PERMIT IS

CATEGORICALLY EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL
QUALITY ACT PURSUANT TO SECTION 15301 OF TITLE 14 OF THE

CALIFORNIA CODE OF REGULATIONS

8.2 Wildlife Feeding Regulations
Recommendation:

1. Receive staff report.

AND

2. Open public hearing.

AND

3. Receive public testimony.

AND

4. Close public hearing.

AND

5. Approve the introduction and first reading of an ordinance – read by title with further reading waived – titled:

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAGUNA
WOODS, CALIFORNIA, AMENDING SECTION 5.20.070 OF THE

LAGUNA WOODS MUNICIPAL CODE PERTAINING TO THE

PROHIBITION OF FEEDING OR TAKING ANY OTHER ACTION WHICH

IS REASONABLY LIKELY TO PROVIDE SUSTENANCE FOR COYOTES,

RODENTS, VERMIN, OR OTHER WILDLIFE, AND DETERMINING AND

CERTIFYING THAT THE ORDINANCE IS EXEMPT FROM THE

CALIFORNIA ENVIRONMENTAL QUALITY ACT
IX. CITY COUNCIL BUSINESS

9.1 City Council Salary and Expense Reimbursement
Recommendation:

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[Note: If the City Council wishes to proceed with this item, the actions staff would recommend are as follows:]

1. Approve second reading and adopt an ordinance – read by title with further reading waived – titled:

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAGUNA
WOODS, CALIFORNIA, AMENDING CHAPTER 2.02 OF THE LAGUNA

WOODS MUNICIPAL CODE INCREASING THE SALARY THAT EACH

MEMBER OF THE CITY COUNCIL IS ELIGIBLE TO RECEIVE AND THE

EXPENSES INCURRED IN THE PERFORMANCE OF OFFICIAL DUTIES

THAT EACH MEMBER OF THE CITY COUNCIL IS ELIGIBLE TO BE

REIMBURSED FOR, AND DETERMINING AND CERTIFYING THAT THE

ORDINANCE IS EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL

QUALITY ACT
AND

2. Adopt a resolution titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAGUNA

WOODS, CALIFORNIA, AMENDING AND ADOPTING THE FISCAL
YEARS 2025-27 BUDGET AND WORK PLAN FOR FISCAL YEAR 2025-26 COMMENCING JULY 1, 2025 AND ENDING JUNE 30, 2026, AND
FISCAL YEAR 2026-27 COMMENCING JULY 1, 2026 AND ENDING
JUNE 30, 2027, INCREASING GENERAL FUND APPROPRIATIONS TO

PROVIDE INCREASED SALARIES MEMBERS OF THE CITY COUNCIL

ARE ELIGIBLE TO RECEIVE

9.2 Employee Positions, Compensation, and Benefits
Recommendation:

1. Approve a modified job classification for the following City employee position: Assistant to the City Manager.

AND

2. Adopt a resolution titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAGUNA
WOODS, CALIFORNIA, REPEALING RESOLUTION NO. 25-31, AND

ESTABLISHING AND MODIFYING A COMPENSATION SCHEDULE AND
Laguna Woods City Council Agenda  02/18/2026 Regular Page 11 of 12

BENEFITS FOR CITY EMPLOYEES, INCLUDING THE CITY MANAGER

AND OTHER LOCAL AGENCY EXECUTIVES AS DEFINED IN
CALIFORNIA GOVERNMENT CODE SECTION 3511.1
X. CITY COUNCIL REPORTS AND COMMENTS
About City Council Reports and Comments: This is the time and place for members of the City Council to provide reports on meetings attended including, but not limited to, meetings of regional boards and entities to which they have been appointed to represent the City of Laguna Woods and meetings attended at the expense of the City of Laguna Woods pursuant to California Government Code Section 53232.3. Members of the City Council may also make other comments and announcements.

10.1 Coastal Greenbelt Authority
Mayor McCary, First Alternate: Mayor Pro Tem Lee, Second Alternate:

Councilmember Conners

10.2 Orange County Fire Authority
Councilmember Horne

10.3 Orange County Library Advisory Board
Councilmember Moore; Alternate: Mayor McCary

10.4 Orange County Mosquito and Vector Control District Mayor Pro Tem Lee

10.5 San Joaquin Hills Transportation Corridor Agency
Councilmember Conners; Alternate: Mayor Pro Tem Lee

10.6 South Orange County Watershed Management Area
Councilmember Moore; Alternate: Mayor McCary

10.7 Liaisons to Laguna Woods Community Bridge Builders Mayor McCary and Councilmember Horne

10.8 Other Comments and Reports
• League of California Cities (Cal Cities) Community Services Policy Committee Meeting, January 22, 2026 – Mayor McCary
• Other Comments and Reports

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XI. CLOSED SESSION
Closed Session Note: While members of the public are not permitted to attend closed session, prior to convening in closed session, the City Council will accept public comments on items appearing on the closed session agenda.

XII. CLOSED SESSION REPORT
XIII. ADJOURNMENT
Next Adjourned Regular Meeting: Tuesday, February 24, 2026 at 12:30 p.m.

Laguna Woods City Hall
24264 El Toro Road, Laguna Woods, CA 92637
Next Regular Meeting: Wednesday, March 18, 2026 at 2 p.m.

Laguna Woods City Hall
24264 El Toro Road, Laguna Woods, CA 92637

4.1 AFRICAN AMERICAN HISTORY MONTH
– FEBRUARY 2026
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WHEREAS, African Americans have played a critical role in the social, economic, and political development of the United States; and
WHEREAS, African Americans have a proud legacy of service and dedication to our community, state, and country; and
WHEREAS, African American History Month is a time for all Americans to remember the stories and teachings of African Americans who have helped to combat prejudice, further the cause of civil rights, and build, serve, and enrich our nation; and WHEREAS, the Laguna Woods African American Heritage Club provides residents with opportunities to celebrate and recognize African American culture through social, educational, and historical events unique to African American life; and WHEREAS, the City of Laguna Woods is committed to embracing diversity.

NOW, THEREFORE, BE IT RESOLVED that the Laguna Woods City Council does hereby proclaim February 2026 as “African American History Month” in the City of Laguna Woods and encourages reflection on the contributions that African Americans have made and continue to make, both locally and throughout our nation.

Dated this 18th day of February 2026
Proclamation
________________________________
Annie McCary
Mayor
________________________________
Attest: Yolie Trippy
City Clerk
City of Laguna Woods
African American
History Month
February 2026
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6.1 CITY TREASURER’S REPORT
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Notes: The City of Laguna Woods uses a modified accrual basis of accounting, which generally means that revenues are recognized when a transaction occurs, and expenditures are recognized when obligations are created. As such, this monthly financial snapshot reflects only revenue known and expenditures paid for the month referenced as of the date prepared. In some cases, financial statements from financial dealers, depositories, and institutions may not have been received as of the date prepared and, therefore, some revenue and expenditures may not be reflected. Certificates of deposit may also have accrued interest that is not reflected because it is not yet vested. For more information on the specific information included in this monthly financial snapshot, please refer to the full City Treasurer’s Report.

Financial Assets IN THE BANK as of January 31, 2026

BY INVESTMENT TYPE
Cash and
Cash Equivalents
$
882,140

5.98% of portfolio
Pooled Money
Investment Accounts
$
7,536,863

51.16% of portfolio
This includes investments in a state
government investment pool and in the
California Asset Management Program pool.

Investments -
Earning
$
6,314,235

42.86% of portfolio
This includes certificates of deposit.

BY FUND
General Fund (Operating) $
6,912,176
General Fund (Reserves) $
4,651,600
The General Fund is the City of Laguna Woods’ primary operating fund and is used to account for the proceeds of revenue sources that are not legally restricted or committed to expenditures for specified purposes. Reserves for paid leave, self-insurance, and general contingencies are also included in the General Fund.

Special Revenue Funds $
3,169,462
These funds are used to account for the proceeds of revenue sources that are legally restricted or committed to expenditures for specified purposes.

Most of these funds are legally restricted for public street purposes.

Financial Assets HELD IN TRUST FUNDS as of January 31, 2026

C I T Y O F L A G U N A W O O D S
City Treasurer’s Report
Monthly Financial Snapshot
January 2026
(prepared 2/12/26)
California Employers’
Pension Prefunding Trust Fund
(CEPPT)
$
589,605
• New Contributions $
0 • Gain/(Loss) from
Month Prior
$
10,687
The CEPPT is used to prefund employee pension obligations.

California Employers’
Retiree Benefit Trust Fund
(CERBT)
• New Contributions
• Gain/(Loss) from
Month Prior
The CERBT is used to prefund statutorily required retiree medical benefits. $
162,282
$
0 $
2,692
Total (All Funds) $
14,733,238 Total (All Funds) $
14,733,238
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6.2 QUARTERLY FINANCIAL REPORT
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Amended
Budget
YTD Actual @
12/31/25
Actual %
of Budget
Variance
Explanation
Revenues:

Property Tax $ 3,705,800 $ 233,589 6% Note 1
Property Transfer Tax 130,000 49,746 38% Note 2
Sales Tax 1,239,000 476,262 38% Note 3
Cannabis Business Tax 1,200,000 706,179 59%
Franchise Fees 883,200 116,748 13% Note 4
Transient Occupancy Tax 597,900 251,269 42%
Development Processing Fees 887,000 434,587 49%
Interest 395,000 167,822 42%
Miscellaneous 265,300 119,042 45%
Total Revenues 9,303,200 2,555,244 27%
Expenditures:

City Council 22,167 11,570 52%
General Government 1,591,864 622,162 39%
Administrative Services 593,935 290,968 49%
Engineering & Infrastructure Services 470,600 141,579 30% Planning & Environmental Services 2,263,799 902,318 40% Public Safety Services 3,907,119 1,755,857 45%
Information Technology & Cyber Security 42,869 3,002 7% Total Expenditures 8,892,353 3,727,456 42%
Transfers from Other Funds 153,767 153,767 100%
Transfers to Other Funds 2,266,052 2,266,052 100%
Net Change in Fund Balance (1,701,438) (3,284,497)
Beginning Fund Balance 11,070,164 11,070,164
Ending Fund Balance $ 9,368,726 $ 7,785,667
Fund Balance Detail: June 30, 2025 June 30, 2026
Nonspendable - Prepaid Items $ 31,869 $ -
Restricted
Employee Benefits 298,114 298,114
SMIP 5% 2,942 2,942
SB1473 10% 1,921 1,921
SB1473 10% 24 24
Committed
Waste Diversion 63,083 63,083
Assigned
Paid Leave Contingency 147,189 147,189 No change during quarter Self Insurance Contingency 50,000 500,000 Note 10
General Fund Contingency 3,556,511 4,004,411 Equals 50% of budgeted revenues (Three contingency accounts combined)
Unassigned 6,918,511 2,767,983
Total 11,070,164 $ $ 7,785,667
City of Laguna Woods
Fiscal Year 2025-26 Second Quarter Financial Report
Quarter Ended December 31, 2025
As required by Administrative Policy 2.9, "the Administrative Services Director/City Treasurer shall prepare and submit a quarterly budget report to the City Council within 60 days of the end of each quarter. The report shall include actual year-to-date revenue projections or anticipated expenditures by fund; information regarding any change in revenue projections or anticipated expenditures that is likely to impact the ability to carry out budgeted activities; and, notification of all expenditures made from the Paid Leave Contingency Fund and Self-Insurance Contingency Fund during the subject quarter." General Fund
(50% of Year Elapsed - Unaudited Amounts)
2/12/2026 Page 1
ITEM 6.2
City of Laguna Woods
Fiscal Year 2025-26 Second Quarter Financial Report
Quarter Ended December 31, 2025
(50% of Year Elapsed - Unaudited Amounts)
Amended
Budget
YTD Actual @
12/31/25
Actual %
of Budget
Variance
Explanation
Fuel Tax
Revenues $ 529,000 $ 228,898 43%
Expenditures 404,557 122,221 30%
Net Change 124,443 106,677
Beginning Fund Balance 572,737 572,737
Ending Fund Balance $ 697,180 $ 679,414
Road Maintenance & Rehabilitation Program
Revenues $ 510,600 $ 176,116 34% Note 5
Expenditures 530,817 58,557 11%
Net Change (20,217) 117,559
Beginning Fund Balance 1,398,055 1,398,055
Ending Fund Balance $ 1,377,838 $ 1,515,614
Measure M2 (OC Go)
Revenues $ 332,600 $ 113,156 34% Note 6
Expenditures 267,780 129,789 48%
Net Change 64,820 (16,633)
Beginning Fund Balance 296,758 296,758
Ending Fund Balance $ 361,578 $ 280,125
Service Authority for Abandoned Vehicles (SAAV)
Revenues $ 1,000 $ 395 40%
Expenditures - - -
Net Change 1,000 395
Beginning Fund Balance 42,209 42,209
Ending Fund Balance $ 43,209 $ 42,604
Supplemental Law Enforcement Services Act (SLESA)
Revenues $ 200,400 $ 166,829 83%
Expenditures 231,600 115,800 50%
Net Change (31,200) 51,029
Beginning Fund Balance 56,672 56,672
Ending Fund Balance $ 25,472 $ 107,701
Mobile Source Reduction
Revenues $ 28,000 $ 13,136 47%
Expenditures 10,000 290 3%
Net Change 18,000 12,846
Beginning Fund Balance 138,757 138,757
Ending Fund Balance $ 156,757 $ 151,603
Other Funds
2/12/2026 Page 2
ITEM 6.2
City of Laguna Woods
Fiscal Year 2025-26 Second Quarter Financial Report
Quarter Ended December 31, 2025
(50% of Year Elapsed - Unaudited Amounts)
Amended
Budget
YTD Actual @
12/31/25
Actual %
of Budget
Variance
Explanation
PEG/Cable Television
Revenues $ 16,400 $ 1,584 10% Note 7
Expenditures 15,000 - 0%
Net Change 1,400 1,584
Beginning Fund Balance 86,417 86,417
Ending Fund Balance $ 87,817 $ 88,001
Senior Mobility
Revenues $ 424,900 $ 35,250 8% Note 6
Expenditures 652,598 181,762 28%
Transfer In from General Fund 406,052 406,052 100%
Net Change 178,354 259,540
Beginning Fund Balance 24,021 24,021
Ending Fund Balance $ 202,375 $ 283,561
Community Development Block Grant (CDBG)
Revenues $ 500,000 $ - 0% Note 8
Expenditures 500,000 72,568 15%
Net Change - (72,568)
Beginning Fund Balance - -
Ending Fund Balance $ - $ (72,568)
Federal Grants Programs Fund
Revenues $ 277,000 $ 233,233 84% Note 9
Expenditures 233,233 233,233 100% Note 9
Net Change 43,767 -
Beginning Fund Balance - -
Ending Fund Balance $ 43,767 $ -
State of California Grants
Revenues $ 388,000 $ 200,427 52%
Expenditures 274,924 46,713 17%
Net Change 113,076 153,714
Beginning Fund Balance (200,374) (200,374)
Ending Fund Balance $ (87,298) $ (46,660)
Miscellaneous Special Revenue Fund
Revenues $ 400 $ 76 -
Expenditures - - -
Net Change 400 76
Beginning Fund Balance 362 362
Ending Fund Balance $ 762 $ 438
2/12/2026 Page 3
ITEM 6.2
City of Laguna Woods
Fiscal Year 2025-26 Second Quarter Financial Report
Quarter Ended December 31, 2025
(50% of Year Elapsed - Unaudited Amounts)
Amended
Budget
YTD Actual @
12/31/25
Actual %
of Budget
Variance
Explanation
Capital Projects
Revenues $ 85,000 $ 28,783 -
Expenditures 2,886,407 297,856 10%
Transfer In from General Fund 1,860,000 1,860,000 100%
Transfer Out to General Fund 153,767 153,767 100%
Net Change (1,095,174) 1,437,160
Beginning Fund Balance 1,224,372 1,224,372
Ending Fund Balance $ 129,198 $ 2,661,532
Capital Projects Expenditure Detail:

City Centre Park Enhancement Project $ 66,936 $ 41,484 62% Circulation Improvement Project 25,838 9,607 37%
CIP - Woods End Wilderness Trail Drainage and
Improvement Project 365,280 6,735 2%
Transit Shelter & Street Furniture Project 75,000 - 0%
CIP - Paseo De Valencia-Moulton Parkway Confluence
Bypass Corridor Project 109,946 1,442 1%
Pavement Management Plan Project FY 25-26 93,700 1,504 2% Public Works Warehouse Project 50,000 - 0%
City Hall Refurb Safety: Ph 4 445,360 207,136 47%
City Hall Refurb Safety: Ph 5 1,604,347 29,947 2%
City Hall Complex Parking Lot Improvement Project 50,000 - 0% $ 2,886,407 $ 297,855 10%
Notes:

1. The first substantial revenue from property tax was received in January

2. 3.

4. 5.

6. 7.

8. 9.

10. ARPA funds were fully spent and recognized as revenue Represents July through November revenue; the December distribution was received in January Reimbursable grant; revenues are received after expenditures are incurred and submitted for reimbursement Reserve amount was increased with City Council approval on August 20, 2025 (Resolution No. 25-25) Represents July through October revenue; November and December revenue was received in January and February, respectively
Represents 1st quarter solid waste and cable television franchise fees; 2nd quarter solid waste and cable television franchise fees were received in January and February, respectively Represents July through November revenue; December revenue was received in January Represents July through October Measure M2 revenue and 1st quarter interest allocation; November and December Measure M2 revenue was received in January
Represents 1st quarter interest income and PEG fees; 2nd quarter revenue and PEG fees are expected to be received in February
2/12/2026 Page 4
ITEM 6.2

7.0 CONSENT CALENDAR SUMMARY
This page is intentionally blank.

ITEM 7.0
CC  02-18-2026 Item 7.0 – Page 1 of 3
TO: Honorable Mayor and Members of the City Council
FROM: Christopher Macon, City Manager
FOR: February 18, 2026 City Council Meeting
SUBJECT: Consent Calendar Summary
Recommendation
Approve all proposed actions on the February 18, 2026 Consent Calendar by single motion and City Council action.

Background
All items appearing on the Consent Calendar are considered by the City Manager to be routine and will be enacted by one vote. There will be no separate discussion of these items unless a member of the City Council or City staff requests that specific items be removed from the Consent Calendar for separate discussion and consideration of action.

Items that are removed from the Consent Calendar will be considered after the items remaining on the Consent Calendar.

Summary
The February 18, 2026 Consent Calendar contains the following items:

7.1 City Council Minutes
Approval of the City Council meeting minutes for the regular meeting on January 21, 2026 (Attachment A) and the special meeting on February 4, 2026 (Attachment B).

ITEM 7.0
Item 7.0 – Page 2 of 3 CC  02-18-2026

7.2 Payment Register
Approval of the payment register dated February 18, 2026 in the amount of $1,135,425.31. A list of payments is included in the agenda packet; detailed information about individual payments is available at or from City Hall.

7.3 Statewide Trash Provisions (Orders)
Waiver of the provisions set forth in Laguna Woods Municipal Code Section

3.06.080(c) related to competitive bidding and authorization for the City Manager to enter into agreements with consultants to provide professional services related to the City’s legal obligations to comply with the State Water Resources Control Board’s Statewide Trash Provisions, subject to approval as to form by the City Attorney and the availability of sufficient budgeted funds, through June 30, 2026. The City is actively engaged in developing a plan to comply with the State Water Resources Control Board’s Statewide Trash Provisions, which require local governments to take steps to reduce trash in waterbodies. This planning effort is included as a significant work plan item in the Fiscal Years 2025-27 Budget & Work Plan (“Statewide Trash Orders Compliance”). As the Statewide Trash Provisions are extremely technical in nature and non-compliance could lead to significant fines and penalties, the City Manager has entered into consultant agreements to support the planning effort. The proposed action would allow for those consultant services to continue until the planning effort is completed, which would avoid delays and allow for the continued support of consultants familiar with the planning efforts to date. The Fiscal Years 2025-27 Budget & Work Plan includes sufficient funds to support the proposed action. No new or increased appropriations are sought as part of this item.

7.4 Americans with Disabilities Act (ADA) Pedestrian Accessibility Improvement Project:

Phase 9B
[1] Approval of the final record plans and specifications reflecting completion of the “Americans with Disabilities Act (ADA) Pedestrian Accessibility Improvement Project:

Phase 9B” as prepared by the project engineer.

AND
[2] Acceptance of project completion of the contract agreement with Hardy & Harper, Inc. for the construction of the “Americans with Disabilities Act (ADA) Pedestrian Accessibility Improvement Project: Phase 9B” and authorization for the City Manager to execute and record, or cause to be executed and recorded, a notice of completion with the County of Orange.

AND
ITEM 7.0
CC  02-18-2026 Item 7.0 – Page 3 of 3
[3] Authorization for the City Manager to release the contract retention payment withheld per state law, and exonerate project posted bonds, for the “Americans with Disabilities Act (ADA) Pedestrian Accessibility Improvement Project: Phase 9B,” 35 days following recordation of the notice of completion with the County of Orange, to the extent allowed by state law.

An agenda report is included with additional information.

7.5 Waste Infrastructure System Enterprise Agreement
Approval of the Waste Infrastructure System Enterprise Agreement (which establishes solid waste disposal rates and services related to the County of Orange’s landfills and solid waste infrastructure) with the County of Orange and authorization for the Mayor to execute the agreement, subject to approval as to form by the City Attorney. The proposed agreement (the “WISE Agreement”) would be the successor to the existing Waste Disposal Agreement (“WDA Agreement) between the City and County of Orange. Like the WDA Agreement, the WISE Agreement would provide the City with priority use of the County of Orange’s landfills, a solid waste disposal rate at least 10% lower than the public disposal rate, and sharing of revenue generated by the County of Orange’s waste importation agreements, in exchange for directing all non-recycled waste that the franchise hauler (CR&R Incorporated) collects to the County of Orange’s landfills. The WISE Agreement would also provide the City with a solid waste disposal rate equal to or lower than rates included in future waste importation agreements the County of Orange enters into with other parties. The solid waste disposal rates included in the WISE Agreement are significantly higher than the current rate, but remain the best available for in-county disposal. Out-of-county disposal rates may be lower for certain landfills, but would result in other costs such as increased driver labor and transportation. Staff is working with CR&R Incorporated to determine how the WISE Agreement rates would impact customer rates. Staff anticipates agendizing consideration of associated customer rate increases for the City Council’s regular meeting on March 18, 2026. The term of the WISE Agreement would run through June 30, 2036.

Table 1: Solid Waste Disposal Rates for County of Orange Landfills Fiscal Year WISE Agreement Rate Non-WISE Agreement Rate Current $43.76/ton $67.76/ton
2026-27 $67.00/ton $92.70/ton
2027-28 $74.00/ton $100.40/ton
2028-29 $81.00/ton $108.10/ton
2029-30* $81.00/ton + CPI increase $110.77/ton (estimate) * The WISE Agreement Rate will annually increase by CPI, beginning in Fiscal Year 2029-30.

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7.1 CITY COUNCIL MINUTES
For additional information on this item,
please refer to Item 7.0 (Consent Calendar Summary).

This page is intentionally blank.

ITEM 7.1 – Attachment A
January 21, 2026 1 City Council Regular Meeting Minutes

CITY OF LAGUNA WOODS CALIFORNIA

CITY COUNCIL MINUTES

REGULAR MEETING
January 21, 2026
2:00 P.M.

Laguna Woods City Hall
24264 El Toro Road
Laguna Woods, California 92637

I. CALL TO ORDER
Mayor McCary called the Regular Meeting of the City Council of the City of Laguna Woods to order at 2:01 p.m.

II. ROLL CALL
COUNCILMEMBER: PRESENT: Conners, Horne, Moore, Lee, McCary ABSENT: -
All councilmembers participated in-person at the meeting location.

STAFF PRESENT: City Manager Macon, City Attorney Patterson, Administrative Services Director/City Treasurer Torres, City Clerk Trippy All staff participated in-person at the meeting location.

III. PLEDGE OF ALLEGIANCE
Councilmember Horne led the pledge of allegiance.

IV. PRESENTATIONS AND CEREMONIAL MATTERS

4.1 International Holocaust Remembrance Day – January 27, 2026 The following members of the public made comments:

1. Unidentified member of the public

2. Alana Silverberg, resident

3. Unidentified member of the public

4. Dalia Bromberg, resident

5. David Cohen, resident
Councilmembers made comments.

Mayor McCary called for a moment of silence in observance of International Holocaust ITEM 7.1 – Attachment A
January 21, 2026 2 City Council Regular Meeting Minutes Remembrance Day.

A moment of silence was observed.

V. PUBLIC COMMENTS ON NON-AGENDA ITEMS
Mayor McCary commented on coyote activity.

The following individuals expressed concerns regarding coyote activity and the City’s response to the same:

1. Frank Yturralde, resident

2. Diane Duray, resident

3. Zosia, resident

4. Nick Papageorges, resident (also submitted written public comments, which were provided to the City Council)

5. Gay Page, resident (also submitted written public comments, which were provided to the City Council)

6. Marie Collins, resident

7. David Cohen, resident

8. Ronald Drauden, resident (also commented on the Laguna Woods Dog Club’s dog licensing/vaccination event and submitted a flyer for the event, which was provided to the City Council)

9. Dianne Campell, resident

10. Cate Kennedy, resident

11. Robert Helfand, resident

12. Ellie, resident

13. Shanna Hermann, resident

14. Pam Thomas, resident

15. Robyn Rose, resident

16. Unidentified member of the public

17. William Nuesse, resident

18. Jan Rand, resident

19. Mark Spooler, resident
City Manager Macon noted that written public comments were received from Donna Karbach ahead of today’s meeting. Those comments were provided to the City Council and express concerns regarding coyote activity and the City’s response to the same.

Councilmembers and City Manager Macon briefly responded to the public comments.

Mayor McCary called for a brief recess.

The meeting was called back to order at 3:56 p.m.

VI. CITY TREASURER’S REPORT
ITEM 7.1 – Attachment A
January 21, 2026 3 City Council Regular Meeting Minutes

6.1 City Treasurer’s Report
Administrative Services Director/City Treasurer Torres made a presentation.

Moved by Councilmember Moore, seconded by Councilmember Conners, and carried unanimously on a 5-0 vote, to receive and file the City Treasurer’s Report for the month of December 2025.

VII. CONSENT CALENDAR
Moved by Councilmember Moore, seconded by Councilmember Conners, and carried unanimously on a 5-0 vote, to approve Consent Calendar items 7.1-7.2.

7.1 City Council Minutes
Approved the City Council meeting minutes for the regular meeting on December 17, 2025 and the adjourned regular meeting on December 22, 2025.

7.2 Payment Register
Approved the payment register dated January 21, 2026, in the amount of $1,165,968.58.

VIII. PUBLIC HEARINGS

8.1 Conditional Use Permit CUP-2025-0003, a request by the Camino School/St. Nicholas Catholic Church for approval of a conditional use permit amending Conditional Use Permit CUP-291 to allow for the establishment of an educational institution use, alternative provisions to off-street parking regulations resulting in a reduction in available off-street parking stalls during certain hours, and installation of an outdoor shed at the property located at 24252 El Toro Road, Laguna Woods, CA 92637 City Manager Macon made a presentation.

Mayor McCary opened the public hearing.

With no requests to speak, the public hearing was closed.

Councilmembers discussed the item and the applicant and staff responded to questions.

Moved by Councilmember Moore, seconded by Councilmember Horne, and carried unanimously on a 5-0 vote, to adopt a resolution titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAGUNA

WOODS, CALIFORNIA, APPROVING CONDITIONAL USE PERMIT
CUP-2025-0003 TO AMEND CONDITIONAL USE PERMIT CUP-291

TO ALLOW FOR THE ESTABLISHMENT OF AN EDUCATIONAL
ITEM 7.1 – Attachment A
January 21, 2026 4 City Council Regular Meeting Minutes

INSTITUTION USE, ALTERNATIVE PROVISIONS TO OFF-STREET

PARKING REGULATIONS RESULTING IN A REDUCTION IN

AVAILABLE OFF-STREET PARKING STALLS DURING CERTAIN

HOURS, AND INSTALLATION OF AN OUTDOOR SHED AT THE
PROPERTY LOCATED AT 24252 EL TORO ROAD, LAGUNA
WOODS, CA 92637, AND DETERMINING THAT THE CONDITIONAL

USE PERMIT IS CATEGORICALLY EXEMPT FROM THE

CALIFORNIA ENVIRONMENTAL QUALITY ACT PURSUANT TO
SECTION 15301 OF TITLE 14 OF THE CALIFORNIA CODE OF

REGULATIONS

8.2 City Council Salary and Expense Reimbursement
City Manager Macon introduced the item.

Mayor McCary opened the public hearing.

With no requests to speak, the public hearing was closed.

Councilmembers discussed the item.

Moved by Councilmember Conners, seconded by Mayor Pro Tem Lee, and carried on a 4-1 vote, with Councilmember Moore opposed, to approve the introduction and first reading of an ordinance – ready by title with further reading waived – titled:

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF
LAGUNA WOODS, CALIFORNIA, AMENDING CHAPTER 2.02 OF

THE LAGUNA WOODS MUNICIPAL CODE INCREASING THE

SALARY THAT EACH MEMBER OF THE CITY COUNCIL IS

ELIGIBLE TO RECEIVE AND THE EXPENSES INCURRED IN THE

PERFORMANCE OF OFFICIAL DUTIES THAT EACH MEMBER OF

THE CITY COUNCIL IS ELIGIBLE TO BE REIMBURSED FOR, AND

DETERMINING AND CERTIFYING THAT THE ORDINANCE IS

EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY
ACT
with the salary amount set at $500 per month and added in place of each instance of “[INSERT AMOUNT HERE]” in the proposed ordinance.

IX. CITY COUNCIL BUSINESS

9.1 Southern California Association of Governments 2026 General Assembly Delegate and Alternate Delegate
City Manager Macon made a presentation.

ITEM 7.1 – Attachment A
January 21, 2026 5 City Council Regular Meeting Minutes Councilmembers discussed the item and staff responded to questions.

Moved by Councilmember Conners, seconded by Councilmember Horne, and carried unanimously on a 5-0 vote, to appoint Councilmember Moore as the delegate at the Southern California Association of Governments’ 2026 General Assembly on May 7, 2026 in Palm Desert, California.

9.2 City Council Term Limits
(agendized by Mayor Pro Tem Lee)
Mayor Pro Tem Lee introduced the item.

The following members of the public expressed support for term limits:

1. Allison Bok, resident

2. Micki Nozaki, resident

3. Steve Torres, resident

4. Nancy Carlson, resident
Kathryn Freshley, resident, commented on the importance of tenure for regional boards.

City Clerk Trippy noted that written public comments were received from Walter Valencia at today’s meeting. Those comments were provided to the City Council after the meeting and express support for term limits.

Councilmembers discussed the item and staff responded to questions.

Moved by Mayor Pro Tem Lee to direct staff to draft an ordinance for future consideration by the City Council that would – if placed on a future ballot by the City Council and subsequently approved by registered voters – enact term limits of two terms totaling eight years of service for members of the City Council. The motion died for a lack of a second.

X. CITY COUNCIL REPORTS AND COMMENTS

10.1 Coastal Greenbelt Authority
Mayor McCary provided a report, including a PowerPoint presentation.

10.2 Orange County Fire Authority
Councilmember Horne provided a report and responded to a question from Councilmember Moore.

10.3 Orange County Library Advisory Board
Councilmember Moore provided a report.

ITEM 7.1 – Attachment A
January 21, 2026 6 City Council Regular Meeting Minutes

10.4 Orange County Mosquito and Vector Control District Mayor Pro Tem Lee provided a report and responded to a question from Councilmember Moore.

10.5 San Joaquin Hills Transportation Corridor Agency
Councilmember Conners provided a report and responded to a question from Mayor McCary.

10.6 South Orange County Watershed Management Area
Councilmember Moore provided a report.

City Manager Macon responded to a question from Councilmember Moore.

10.7 Liaisons to Community Bridge Builders
No report

10.8 Other Comments and Reports – None
XI. CLOSED SESSION – None
XII. CLOSED SESSION REPORT – None
XIII. ADJOURNMENT
The meeting was adjourned at 5:29 p.m. The next regular meeting will be at 2:00 p.m. on Wednesday, February 18, 2026 at Laguna Woods City Hall, 24264 El Toro Road, Laguna Woods, CA 92637.
__________________________________
YOLIE TRIPPY, CMC, City Clerk
Approved: February 18, 2026
__________________________________
ANNIE MCCARY, Mayor
ITEM 7.1 – Attachment B
February 4, 2026 1 City Council Special Meeting Minutes

CITY OF LAGUNA WOODS CALIFORNIA

CITY COUNCIL MINUTES

SPECIAL MEETING
February 4, 2026
11:00 A.M.

Laguna Woods City Hall
24264 El Toro Road
Laguna Woods, California 92637

I. CALL TO ORDER
Mayor McCary called the Special Meeting of the City Council of the City of Laguna Woods to order at 11:04 a.m.

II. ROLL CALL
COUNCILMEMBER: PRESENT: McCary, Lee, Conners, Horne, Moore ABSENT: -
All councilmembers participated in-person at the meeting location.

STAFF PRESENT: City Manager Macon, City Attorney Patterson, City Clerk Trippy All staff participated in-person at the meeting location.

III. PLEDGE OF ALLEGIANCE
Councilmember Horne led the pledge of allegiance.

IV. PRESENTATIONS AND CEREMONIAL MATTERS – None
V. PUBLIC COMMENTS ON NON-AGENDA ITEMS
David Cohen, resident, made comments regarding coyote activity and information provided by Laguna Beach Animal Services. He denied allegations of having a financial interest in potential coyote sterilization.

City Clerk Trippy read written public comments that were received from Jay Laessi, resident, ahead of today’s meeting. Those comments were also provided to the City Council and related to the Commercial Design Standards Project.

VI. CITY TREASURER’S REPORT – None; the monthly City Treasurer’s Report was provided at the regular meeting on January 21, 2026
VII. CONSENT CALENDAR – None
ITEM 7.1 – Attachment B
February 4, 2026 2 City Council Special Meeting Minutes VIII. PUBLIC HEARINGS – None
IX. CITY COUNCIL BUSINESS – None
X. CITY COUNCIL REPORTS AND COMMENTS – None
XI. CLOSED SESSION
City Attorney Patterson introduced the closed session and noted that Item 11.1 does not pertain to coyotes.

Prior to convening in closed session, an opportunity was provided for public comments on items appearing on the closed session agenda. No such public comments were received.

11.1 CONFERENCE WITH LEGAL COUNSEL—ANTICIPATED LITIGATION Significant exposure to litigation pursuant to paragraph (2) of subdivision (d) of California Government Code Section 54956.9: one potential case
Initiation of litigation pursuant to paragraph (4) of subdivision (d) of California Government Code Section 54956.9: same potential case
The City Council convened in closed session on Item 11.1.

XII. CLOSED SESSION REPORT
The City Council reconvened in open session at 11:41 a.m. City Attorney Patterson stated that there was no reportable action.

XIII. ADJOURNMENT
The meeting was adjourned at 11:41 a.m. The next regular meeting will be at 2:00 p.m. on Wednesday, February 18, 2026, at Laguna Woods City Hall, 24264 El Toro Road, Laguna Woods, CA 92637.
__________________________________
YOLIE TRIPPY, CMC, City Clerk
Approved: February 18, 2026
__________________________________
ANNIE MCCARY, Mayor

7.2 PAYMENT REGISTER
For additional information on this item,
please refer to Item 7.0 (Consent Calendar Summary).

This page is intentionally blank.

7.3 STATEWIDE TRASH PROVISIONS (ORDERS)
For additional information on this item,
please refer to Item 7.0 (Consent Calendar Summary).

This page is intentionally blank.

ITEM 7.3
CC  02-18-2026 Item 7.3 – Page 1 of 1
TO: Honorable Mayor and Members of the City Council
FROM: Christopher Macon, City Manager
FOR: February 18, 2026 City Council Meeting
SUBJECT: Statewide Trash Provisions (Orders)
Recommendation
Waive the provisions set forth in Laguna Woods Municipal Code Section 3.06.080(c) related to competitive bidding and authorize the City Manager to enter into agreements with consultants to provide professional services related to the City’s legal obligations to comply with the State Water Resources Control Board’s Statewide Trash Provisions, subject to approval as to form by the City Attorney and the availability of sufficient budgeted funds, through June 30, 2026.

For Additional Information
Please refer to Item 7.0 (Consent Calendar Summary).

Report Prepared With: Nadia Cook, Planning & Environmental Services Director This page is intentionally blank.

7.4 AMERICANS WITH DISABILITIES ACT (ADA)

PEDESTRIAN ACCESSIBILITY IMPROVEMENT
PROJECT: PHASE 9B
For additional information on this item,
please refer to Item 7.0 (Consent Calendar Summary).

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ITEM 7.4
CC  02-18-2026 Item 7.4 – Page 1 of 2
TO: Honorable Mayor and Members of the City Council
FROM: Christopher Macon, City Manager
FOR: February 18, 2026 City Council Meeting
SUBJECT: Americans with Disabilities Act (ADA) Pedestrian Accessibility Improvement Project: Phase 9B
Recommendation

1. Approve the final record plans and specifications reflecting completion of the “Americans with Disabilities Act (ADA) Pedestrian Accessibility Improvement Project:

Phase 9B” as prepared by the project engineer.

AND

Summary
The Americans with Disabilities Act (ADA) Pedestrian Accessibility Improvement Project:

Phase 9 (“base project”) is included in the Fiscal Years 2025-36 Capital Improvement Program. Due to lower than anticipated costs and the City receiving funding for its ITEM 7.4
Item 7.4 – Page 2 of 2 CC  02-18-2026
waitlist/expanded scope project, the base project has been split into three phases – 9, 9B, and Expanded Scope – all funded by a federal grant.
• Phase 9 involves the reconstruction of the following driveway crossings: (1) El Toro Road adjacent to the Lutheran Church of the Cross and (2) Santa Maria Avenue adjacent to Polly’s Pies Restaurant & Bakery.
• Phase 9B involves removing and constructing concrete sidewalk panels, as well as traffic control, adjusting utility manholes and water valves to grade, re-establishing survey monuments, and replacing impacted existing pavement, painted striping, and pavement markings.
• Expanded Scope involves installing push button assemblies, Accessible Pedestrian Signals (“APS”), and conduit, as well as removing and constructing concrete sidewalk panels.

The City Council awarded the construction contract agreement for Phase 9B to Hardy & Harper, Inc. on November 19, 2025. Construction is now complete.

Documents Available for Review
The final record plans and specifications reflecting completion of the Americans with Disabilities Act (ADA) Pedestrian Accessibility Improvement Project: Phase 9B as prepared by the project engineer (NV5, Inc.) are available for public review at City Hall during normal working hours.

Report Prepared With: April Baumgarten, Public Works Administrator

7.5 WASTE INFRASTRUCTURE SYSTEM ENTERPRISE

AGREEMENT
For additional information on this item,
please refer to Item 7.0 (Consent Calendar Summary).

This page is intentionally blank.

ITEM 7.5

WASTE INFRASTRUCTURE SYSTEM ENTERPRISE AGREEMENT
(“WISE AGREEMENT”)
Between

THE COUNTY OF ORANGE, CALIFORNIA
and
the

CITY OF LAGUNA WOODS
Dated February 18, 2026
County Authorization Date: City Authorization Date:

February 18, 2026
County Notice Address:

Director
OC Waste & Recycling
601 N. Ross Street 5th Floor
Santa Ana, CA 92701
City Notice Address:

City Manager
City of Laguna Woods
24264 El Toro Road
Laguna Woods, CA 92637
ITEM 7.5

TABLE OF CONTENTS
Page

ARTICLE I

DEFINITIONS AND INTERPRETATION
Section 1.1 DEFINITIONS ................................................................................................................................. 2 Section 1.2 INTERPRETATION ........................................................................................................................ 7

ARTICLE II

REPRESENTATIONS AND WARRANTIES
Section 2.1 REPRESENTATIONS AND WARRANTIES OF THE CITY........................................................ 8 Section 2.2 REPRESENTATIONS AND WARRANTIES OF THE COUNTY ................................................ 9

ARTICLE III

DELIVERY AND ACCEPTANCE OF WASTE AND PROVISION OF DISPOSAL SERVICE Section 3.1 DELIVERY OF WASTE ................................................................................................................. 9 Section 3.2 PROVISION OF DISPOSAL SERVICES BY THE COUNTY. ................................................... 11 Section 3.3 COUNTY RIGHT TO REFUSE WASTE...................................................................................... 12 Section 3.4 UNINCORPORATED AREA ACCEPTABLE WASTE............................................................... 13 Section 3.5 MISCELLANEOUS OPERATIONAL MATTERS....................................................................... 14 Section 3.6 OTHER USERS OF THE DISPOSAL SYSTEM. ......................................................................... 14 Section 3.7 COUNTY PROVISION OF WASTE DIVERSION SERVICES. ................................................. 15

ARTICLE IV

CONTRACT RATE
Section 4.1 CHARGING AND SECURING PAYMENT OF CONTRACT RATE......................................... 15 Section 4.2 CONTRACT RATE ....................................................................................................................... 15 Section 4.3 RESPONSIBILITY FOR PAYMENT OF THE CONTRACT RATE........................................... 21 Section 4.4 BILLING OF THE CONTRACT RATE........................................................................................ 21 Section 4.5 RESTRICTED RESERVES ........................................................................................................... 21 Section 4.6 AUDITED FINANCIAL STATEMENTS ..................................................................................... 22 Section 4.7 ANNUAL UPDATE OF TEN-YEAR FINANCIAL PROJECTION ............................................ 22

ARTICLE V

BREACH, ENFORCEMENT AND TERMINATION
Section 5.1 BREACH........................................................................................................................................ 23 Section 5.2 CITY CONVENIENCE TERMINATION..................................................................................... 23 Section 5.3 TERMINATION. ........................................................................................................................... 23 Section 5.4 NO WAIVERS ............................................................................................................................... 24 Section 5.5 FORUM FOR DISPUTE RESOLUTION...................................................................................... 24

ARTICLE VI
TERM
Section 6.1 EFFECTIVE DATE AND TERM.................................................................................................. 24 Section 6.2 COMMENCEMENT DATE .......................................................................................................... 25 ITEM 7.5

ARTICLE VII

GENERAL PROVISIONS
Section 7.1 OPERATION AND MAINTENANCE OF THE DISPOSAL SYSTEM.......................................26 Section 7.2 UNCONTROLLABLE CIRCUMSTANCES GENERALLY. .......................................................26 Section 7.3 INDEMNIFICATION.....................................................................................................................27 Section 7.4 RELATIONSHIP OF THE PARTIES ............................................................................................27 Section 7.5 LIMITED RECOURSE. .................................................................................................................27 Section 7.6 PRE-EXISTING RIGHTS AND LIABILITIES.............................................................................27 Section 7.7 NO VESTED RIGHTS ...................................................................................................................28 Section 7.8 LIABILITY FOR COLLECTION, TRANSPORTATION AND PROCESSING..........................28 Section 7.9 NO CONSEQUENTIAL OR PUNITIVE DAMAGES ..................................................................28 Section 7.10 AMENDMENTS ............................................................................................................................28 Section 7.11 NOTICE OF LITIGATION ............................................................................................................28 Section 7.12 FURTHER ASSURANCES............................................................................................................28 Section 7.13 ASSIGNMENT OF AGREEMENT ...............................................................................................28 Section 7.14 INTEREST ON OVERDUE OBLIGATIONS ...............................................................................28 Section 7.15 BINDING EFFECT ........................................................................................................................28 Section 7.16 NOTICES........................................................................................................................................28 APPENDIX 1

ESTIMATED ANNUAL TONNAGE
APPENDIX 2

CUMULATIVE TONNAGE
APPENDIX 3

CUMULATIVE CAPITAL COSTS
APPENDIX 4

FRANCHISE HAULER ACKNOWLEDGEMENT
APPENDIX 5

ORGANIC SERVICES AGREEMENT
ITEM 7.5

WASTE INFRASTRUCTURE SYSTEM ENTERPRISE AGREEMENT
THIS WASTE INFRASTRUCTURE SYSTEM ENTERPRISE AGREEMENT (“WISE Agreement” or “Agreement” are used interchangeably) is made and dated as of the date indicated on the cover page hereof between the County of Orange, a political subdivision of the State of California (the “County”), and the city, special district, or sanitary district designated on the cover page of this Agreement (the “City”). County and City may hereinafter be referred to singularly as “Party” or collectively as “Parties.”.

RECITALS
The County owns, manages and operates a Waste Infrastructure System to manage municipal and solid waste generated within the County of Orange or imported from outside the County pursuant to contractual agreements. The Waste Infrastructure System collectively includes active Class III sanitary landfills (“County Landfills”), resource recovery, recycling and organics programs, infrastructure and operations, closed landfills, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County.

The County is also responsible for the long-term management of twenty (20) closed landfills as required under Applicable Law.

County Landfills are used for the management of municipal solid waste pursuant to legislation including but not limited to the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code) (the “Act”) and the Short-lived Climate Pollutants Reduction Act (“SB 1383”). County Landfills are also subject to other State and federal regulations designed to ensure that landfill operations minimize the impacts to public health and safety and the environment.

Pursuant to Resolution, the County established the Waste Management Enterprise Fund pursuant to Government Code §25261 to ensure that all costs associated with the operation and management of the Waste Infrastructure System are financed by charges imposed for services provided by the Department and are not funded by tax revenue or the County General Fund.

The City, in the exercise of its police power, its powers under the Act, and other Applicable Law, has entered into a franchise or other agreement with or issued permits or licenses to one or more private haulers for the collection, recycling, diversion and disposal of municipal solid waste generated within the City.

A significant portion of municipal solid waste generated within the City historically has been and currently is delivered by such hauler or haulers to the County for disposal in the Disposal System.

Since 1997, the City and the County have provided for the management of municipal solid waste through Waste Disposal Agreements (“WDAs”), wherein the County agreed to provide disposal capacity for waste generated in the City, and the City agreed to deliver or cause the delivery of waste generated in the City to the Disposal System, as more specifically set forth in, and subject to the terms and conditions of the WDAs.

Starting in approximately 2014, the Legislature of the State of California passed several pieces of legislation (“Organics Legislation”) that require significant reductions in the disposal of Organic Waste. The purpose of the Organics Legislation is to mandate organics recycling and curtail the impacts of climate change by reducing greenhouse gas emissions such as methane. In this regard, the decomposition of organic material in the State’s landfills was identified as a significant source of methane that could be reduced.

The County has developed an Organics Infrastructure that is comprised of organic processing facilities to receive and process Organic Waste to support the State’s Organic Legislation goals, promote local recycling, assist local jurisdictions in meeting their organic diversion requirements and correspondingly conserve capacity in the ITEM 7.5
Disposal System and is offering interested Cities the option of participating in the County provided Organic Processing Services pursuant to a separate Organic Services Agreement (“OSA”) as provided in Appendix 5.

In their effort to continue the concepts and purposes outlined in the WDAs and respond to Organics Legislation, the City and the County desire to enter into this Waste Infrastructure System Enterprise Agreement (“WISE Agreement” or “Agreement”), on the terms and conditions set forth herein. The County and City acknowledge that the currently operative WDA shall remain in full force and effect until its expiration or the WISE Agreement Commencement Date, whichever comes first.

The City has determined that the execution of this Agreement by the City will serve the public health, safety and welfare of the City by providing disposal rate stability, predictable and reliable long-term disposal service, and the continuation of sound environmental management.

The County has determined that the execution by the County of this Agreement will serve the public health, safety and welfare by providing a stable, predictable and reliable supply of municipal solid waste and the resulting service payment revenue to the Waste Infrastructure System, thereby enabling the County to plan, manage, operate and finance improvements to the Waste Infrastructure System on a prudent and sound long term, businesslike basis consistent with its legal and regulatory obligations to the State and Federal government.

Official action approving this Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the County on the County authorization date indicated on the cover page hereof.

Official action approving this Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the City on the City authorization date indicated on the cover page hereof.

It is, therefore, agreed as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION
SECTION 1.1 DEFINITIONS. As used in this Agreement, the following terms shall have the meanings set forth below.
“Acceptable Waste” means all garbage, refuse, rubbish, Organic Waste and other materials and substances discarded or rejected as being spent, useless, worthless or in excess to the owners at the time of such discard or rejection and which are normally disposed of by or collected from residential (single family and multi-family), commercial, industrial, governmental and institutional establishments and which are acceptable at Class III landfills under Applicable Law.
“Act” means AB 939 the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code), as amended, supplemented, superseded and replaced from time to time. “Agreement” means this Waste Infrastructure System Enterprise Agreement (“WISE Agreement”) between the County and the City as the same may be amended or modified from time to time in accordance herewith. “Appendix” means an appendix to this Agreement, as the same may be amended or modified from time to time in accordance with the terms hereof
“Applicable Law” means the Act, Organics Legislation, the Orange County Code of Ordinances, CERCLA, RCRA, CEQA, any Legal Entitlement and any federal or State rule, regulation, requirement, guideline, permit, action, determination or order of any Governmental Body having jurisdiction, applicable from time to time to the siting, design, permitting, acquisition, construction, equipping, financing, ownership, possession, operation or maintenance of the Waste Infrastructure System, and the transfer, handling, transportation and disposal of Acceptable Waste, Unacceptable Waste, or any other transaction or matter contemplated hereby (including any of the foregoing which concern health, safety, fire, environmental protection, mitigation monitoring plans and building codes).

ITEM 7.5
“CalRecycle” means the California Department of Resources Recycling and Recovery, which is a branch of the California Environmental Protection Agency, and any agency, department or other Governmental Body which succeeds to the duties and powers thereof. CalRecycle oversees the State’s waste management and waste reduction programs. CalRecycle was established in 2010 to replace the California Integrated Waste Management Board and is responsible for the enforcement of legislation and regulations and diversion requirements applicable to the Waste Infrastructure System.
“Capital Costs” means all costs of the Waste Infrastructure System that are classified as capital costs for purposes of the budget of the Department in accordance with procedures established by the County of Orange AuditorController in compliance with the California State Controller’s Manual, including but not limited to all of the categories of costs of the Waste Infrastructure System including but not limited to “Buildings and Improvements, and Infrastructure” (Object Code 4200), “Equipment” (Object Code 4000-4040) and “Intangible” (Object Code 4250- 4299) in the County of Orange – Chart of Accounts, or any successor accounting or reporting system utilized by the County.
“CEQA” means the California Environmental Quality Act, codified in California Public Resources. Code Section 21000 et seq. as amended or superseded, and the regulations promulgated thereunder. “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.

Section 9601 et seq., as amended or superseded, and the regulations promulgated thereunder. “Change in Law” means any of the following events or conditions which has a material and adverse effect on the performance by the parties of their respective obligations under this Agreement (except for payment obligations), or on the siting, design, permitting, acquisition, construction, equipping, financing, ownership, possession, operation or maintenance of the Waste Infrastructure System or other matters to which Applicable Law applies:
(1) the enactment, adoption, promulgation, issuance, material modification or written change in administrative or judicial interpretation on or after the Commencement Date of any Applicable Law (other than Applicable Law enacted by the County); or
(2) the order or judgment of any Governmental Body (other than the County), on or after the Commencement 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 County or of the City, whichever is asserting the occurrence of a Change in Law; provided, however, that the contesting in good faith or the failure in good faith to contest any such order or judgment shall not constitute or be construed as such a willful or negligent action, error or omission or lack of reasonable diligence; or
(3) the denial of an application for, delay in the review, issuance or renewal of, or suspension, termination, interruption, imposition of a new or more stringent condition in connection with the issuance, renewal or failure of issuance or renewal on or after the Commencement Date of any Legal Entitlement to the extent that such denial, delay, suspension, termination, interruption, imposition or failure materially and adversely interferes with the performance of this Agreement, if and to the extent that such denial, delay, suspension, termination, interruption, imposition or failure is not the result of willful or negligent action, error or omission or a lack of reasonable diligence of the County or of the City, whichever is asserting the occurrence of a Change in Law; provided, however that the contesting in good faith or the failure in good faith to contest any such denial, delay, suspension, termination, interruption, imposition or failure shall not be construed as such a willful or negligent action, error or omission or lack of reasonable diligence; or (4) any new or revised requirements or fees relating to the funding or provision of Waste Infrastructure Services, including but not limited to, Integrated Waste Management Act Fees, Host Fees, regulations for disposal operations, organics processing and diversion, recycling initiatives or activities associated with the remediation, closure, funding or monitoring of closed landfills with respect to facilities comprising the Waste Infrastructure System, or facilities which the County previously utilized to provide waste disposal, transfer, recycling, processing or other waste related activities. “City” means, as applicable, the City (general law, charter or other), Special District or Sanitary District designated on the cover page of this Agreement and party to this Agreement.

ITEM 7.5
“City Acceptable Waste” means all Acceptable Waste which was originally discarded by the first generator thereof within the geographical limits of the City, and Residue from the foregoing wherever produced, whether within or outside the City (or Tonnage equivalencies of such Residues, as and to the extent provided in subsection 3.1(D) hereof).
“Consumer Price Index” or “CPI” means a blend of the following two indexes based on the following percentage of each: 60% of the CPI shall be comprised of the Consumer Price Index published by the Bureau of Labor Statistics for All Urban Consumers: Water and Sewer and Trash Collection Services in U.S. City Average (CUSR0000EHG); and, 40% of the CPI shall be comprised of the Consumer Price Index for All Urban Consumers, not seasonally adjusted, all items index (CPI-U) – All items in Los Angeles-Long Beach-Anaheim (CUURS49ASA0).

In the event either of the forgoing indexes is no longer published during the term of this Agreement, such other index identified by the Bureau of Labor Statistics as a replacement or otherwise generally accepted as a replacement shall be used for purposes of this Agreement; and, in the absence thereof, the Orange County Board of Supervisors shall select an index that it determines most closely reflects the forgoing and best implements the intent of this Agreement. “Commencement Date” means the date on which the obligations of the parties hereto commence, established as provided in Section 6.2(B) hereof.
“Contract Date” means the first date on which this Agreement has been executed by both parties hereto. “Contract Rate” has the meaning specified in Section 4.2 hereof “Contract Year” means the fiscal year commencing on July 1 in any year and ending on June 30 of the following year.
“Controllable Waste” means all City Acceptable Waste with respect to which the City has the legal or contractual ability to determine the disposal location therefor and which is:
(1) Non-Recycled City Acceptable Waste;
(2) not generated from the operations of the Governmental Bodies which, under Applicable Law, have the independent power to arrange for the disposal of the waste they generate; and
(3) collected and hauled by Franchise Haulers.
“County” means the County of Orange, a political subdivision of the State of California and party to this Agreement.
“County Landfills” means all active Class III sanitary landfills located within the County of Orange and operated by the Department. At the time of execution, County Landfills consist of the Olinda Alpha Landfill located in Brea, California, the Frank R. Bowerman Landfill located in Irvine, California, and the Prima Deshecha Landfill located in San Juan Capistrano, California. (Note: The current estimated closure date for the Olinda Alpha Landfill is 2036 as specified in its Solid Waste Facility Permit. Throughout the term of this Agreement, County reserves the right to reduce, continue, expand, or cease all operation at the Olinda Alpha Landfill at its sole discretion.) “County Plan” means the integrated waste management plan of the County approved by CalRecycle pursuant to the Act as in effect from time to time.
“County Acceptable Waste” means Acceptable Waste generated in the County. “County-wide Recycling Services” has the meaning set forth in subsection 3.7(A) hereof. “Cumulative Tonnage Target” for any given Contract Year means the amount specified in Appendix 2 hereto with respect to such Contract Year.
“Department” means OC Waste & Recycling, and any agency, department or other Governmental Body ITEM 7.5
which succeeds to the duties and powers thereof.
“Designated Facility” means the landfill or other County facility that the Department directs or assigns City Franchise Haulers to deliver City Acceptable Waste.
“Director” means the Director of OC Waste & Recycling.
“Disposal Services” means the solid waste disposal and other services to be provided by the County pursuant to the Service Covenant and as otherwise provided in this Agreement. “Disposal System” means the Waste Infrastructure System which includes solid waste disposal operations at active landfills; Organics Infrastructure; regional Household Hazardous Waste Collection Centers; and other waste management related systems deemed necessary by the County, as well as services, such as post-closure maintenance and other activities, at closed landfills formerly operated by the County, as appropriate under Applicable Law. “Environmental Fund” means the fund or funds held by the County to pay unanticipated costs of environmental mitigation, remediation or liability.
“Franchise Hauler” means any hauler or collector who provides Acceptable Waste collection services within the City pursuant to, or under authority granted by, a permit, contract, franchise or other agreement with the City. The term Franchise Hauler includes the City itself if Acceptable Waste collection and transportation services are provided directly by City operated municipal collection service. “Full Cost Recovery” means all facets of Department costs and responsibilities including, but not limited to; operation, maintenance and management of the Waste Infrastructure System, labor and equipment, capital projects, environmental monitoring and mitigation, site closure, legal and regulatory compliance, long-term post-closure maintenance, remediation costs, planning for contingencies associated with the County’s long-term liability and maintaining adequate financial reserves.
“Governmental Body” means any federal, State, county, city or regional legislative, executive, judicial or other governmental board, agency, authority, commission, administration, court or other body, or any officer thereof acting within the scope of his or her authority.
“Hazardous Material” or “Hazardous Substance” has the meaning given such term in CERCLA, the Carpenter-Presley-Tanner Hazardous Substance Account Act (California Health and Safety Code Section §78000 et seq.), and Titles 26 and 27 of the California Code of Regulations and other regulations promulgated thereunder. “Hazardous Waste” means (a) any waste which by reason of its quality, concentration, composition or physical, chemical or infectious characteristics may do either of the following: cause, or significantly contribute to, an increase in mortality or an increase in serious irreversible, or incapacitating reversible, illness, or pose a substantial threat or potential hazard to human health or the environment, or any waste which is defined or regulated as a hazardous waste, toxic substance, hazardous chemical substance or mixture, or asbestos under Applicable Law, as amended from time to time including, but not limited to: (1) the Resource Conservation and Recovery Act and the regulations contained in 40 CFR Parts 260-281; (2) the Toxic Substances Control Act (15 U.S.C. Sections 2601 et seq.) and the regulations contained in 40 CFR Parts 761-766; (3) the California Health and Safety Code, Section 25117 (West 1992 & Supp. 1996); (4) the California Public Resources Code, Section 40141 (West 1996); and (5) future additional or substitute Applicable Law pertaining to the identification, treatment, storage or disposal of toxic substances or hazardous wastes; or (b) radioactive materials which are source, special nuclear or by-product material as defined by the Atomic Energy Act of 1954 (42 U.S.C. Section 2011 et seq.) and the regulations contained in 10 CFR Part 40. The terms Hazardous Waste, Hazardous Material or Hazardous Substance shall be used interchangeably in this Agreement when not referring to specific Applicable Law.
“Host Fee” means the amount paid pursuant to Cooperative Agreements, referred to in Section 1.2 (I) of this Agreement, to compensate the cities identified in Section 1.2(I) (“Host Cities”) for costs or impacts incurred by Host Cities which might be associated with County Landfills due to their location within Host City boundaries, and not already substantially avoided or mitigated through the identification and adoption of Project Design Feature and Mitigation Measures.
“Imported Acceptable Waste” means Acceptable Waste that is generated outside of the geographical boundaries ITEM 7.5
of the County and delivered to the Waste Infrastructure System. “Importation Agreement” means an agreement between the County and any public or private entity for the delivery and acceptance of Imported Acceptable Waste pursuant to contract. “Independent Haulers” means those waste collection/hauler companies primarily engaged as a principal business in the collection and transportation of municipal solid waste generated in the County of Orange which are not obligated to deliver County Acceptable Waste to the Waste Infrastructure System pursuant to a franchise, contract, permit or other authorization with a City in the County. “Initial Term” has the meaning specified in Section 6.1(A) hereof. “Legal Entitlement” means all permits, licenses, approvals, authorizations, consents and entitlements of whatever kind and however described which are required under Applicable Law to be obtained or maintained by any person with respect to the Waste Infrastructure System or the performance of any obligation under this Agreement or the matters covered hereby.
“Legal Proceeding” means every action, suit, litigation, arbitration, administrative or regulatory proceeding, and other legal or equitable proceeding having a bearing upon this Agreement. “Loss-and-Expense” means any and all loss, liability, obligation, damage, delay, penalty, judgment, deposit, cost, expense, claim, demand, charge, tax, or expense, including all fees and costs. “MRF Fines” mean undersized or pulverized material consisting of small fractions of waste that are created during the recycling process as Material Recovery Facilities. “Net Import Revenues” has the meaning ascribed thereto in Section 3.6(F). “Non-Recycled City Acceptable Waste” means all City Acceptable Waste other than Recycled City Acceptable Waste.
“OC Waste & Recycling Enterprise Fund” means the waste management enterprise fund established and managed by the County pursuant to Section 25261 of the Government Code separate from its other funds and accounts for receipts and disbursements in connection with the Waste Infrastructure System. “Organics Infrastructure” means organic processing facilities designed to receive and process Organic Waste to support the State’s Organic Legislation goals, promote local recycling, and/or assist local jurisdictions in meeting their organic diversion requirements which are utilized by interested Cities in connection with their participating in County-provided Organic Processing Services pursuant to a separate Organic Services Agreement. “Organics Legislation” means organics recycling legislation including AB 1594, AB 1826, SB 1383 and any future legislation pertaining to the management and diversion of Organic Waste. “Organics Processing Services” means the services provided by County to Cities that choose to enter into the Organic Services Agreement provided in Appendix 5.
“Organics Services Agreement” (“OSA”) means that separate agreement (as provided in Appendix 5) between County and interested Cities, whereby the County agrees to provide Organic Processing Services to interested Cities pursuant to the terms of the OSA.
“Organic Waste” means solid wastes containing material originated from living organisms and their metabolic waste products including, but not limited to, food, green material, landscape and pruning waste, organic textiles and carpets, lumber, wood, paper products, printing and writing paper, manure, biosolids, digestate, and sludges as defined in Title 14 of the California Code of Regulations, Section 18982(a)(46). “Overdue Rate” means the maximum rate of interest permitted by the laws of the State, if applicable, or the prime rate established from time to time by the Bank of America, N.A. or its successors and assigns, plus 2%, whichever is lower.

ITEM 7.5
“Participating City” means any City executing a WISE Agreement in accordance with Section 3.6(A) hereof and meeting all requisite conditions to the Commencement Date thereof. “Participation Threshold” means the point at which the percentage of the County’s Acceptable Waste attributable to Participating Cities which have executed and delivered Agreements shall exceed 50% percent (using the percentage rates attributed to such Participating Cities in Appendix 1). “Posted Disposal Rate” means the per ton tipping fee charged by the County for the disposal of solid waste at the Disposal System by parties which are not entitled to disposal service at the Contract Rate pursuant to this Agreement or other contractual arrangement.
“Prohibited Medical Waste” means any medical or infectious waste prohibited or restricted under Applicable Law from being received by or disposed at the Disposal System. “Qualified Household Hazardous Waste” means waste materials determined by local, State, and federal regulation to be:
(1) Of a nature that they must be listed as hazardous in State statutes and regulations; (2) Toxic/ignitable/corrosive/reactive; and
(3) Carcinogenic/mutagenic/teratogenic;
which are discarded from households as opposed to businesses. Qualified Household Hazardous Waste shall not include Unacceptable Waste.
“Recycled City Acceptable Waste” means any otherwise Controllable Waste which is separated from Acceptable Waste by the generator thereof or by processing and which is “recycled” within the meaning of Section 40180 of the Public Resources Code.
“Renewal Term” has the meaning specified in Subsection 6.1(C) hereof. “Residue” means any material remaining from the processing, by any means and to any extent, of City Acceptable Waste or Recycled City Acceptable Waste; provided, however, that Residue shall not include minimal amounts of material remaining after such processing (which minimal amounts shall in no event exceed 10% of the amount of such City Acceptable Waste or Recycled City Acceptable Waste prior to processing). “Resource Conservation and Recovery Act” or “RCRA” means the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., as amended and superseded. “Restricted Reserves” has the meaning specified in Section 4.5. “Sanitary Districts” means the sanitary districts in the County formed pursuant to the Sanitary District Act of 1923, codified in California Health & Safety Code Section 6400 et seq., as amended, supplemented, superseded and replaced from time to time.
“Self-Hauled Waste” means City Acceptable Waste and City Acceptable Organic Waste collected and hauled by Self-Haulers.
“Self-Hauler” means any person not engaged commercially in waste haulage who collects and hauls Acceptable Waste generated from residential or business activities conducted by such person. “Service Coordinator” means the service coordinator for either party designated pursuant to subsection 3.5(C) hereof.
“Service Covenant” means the covenants and agreements of the County set forth in Sections 3.2 and 3.3 hereof.

ITEM 7.5
“Special District” means public agencies created by a Governmental Body to provide one or more specific services to a community, such as but not limited to water, sewer, refuse, parks and recreation, fire protection, pest abatement, etc.
“Source-Separated Household Hazardous Waste” means Qualified Household Hazardous Waste which has been segregated from Acceptable Waste originating or generated within the geographical jurisdiction of the City at the source or location of generation.
“Source-Separated Household Hazardous Waste Disposal System” means the collection centers, facilities, contracts and other arrangements owned or administered by the County for the receipt, handling and disposal of Source-Separated Household Hazardous Waste.
“State” means the State of California.
“Term” shall mean the term of this Agreement.
“Ton” means a “short ton” of two thousand (2,000) pounds. “Transfer Station” means any materials recovery facility, composting facility, intermediate processing facility, recycling center, transfer station or other waste handling or management facility to which solid waste collected for the City is delivered for processing before receipt in the Waste Infrastructure System. “Unacceptable Waste” means Hazardous Material; Hazardous Waste; Hazardous Substances; Prohibited Medical Waste; Qualified Household Hazardous Waste separated from Acceptable Waste; explosives, ordnance, highly flammable substances, and noxious materials and lead-acid batteries (except if delivered in minimal quantities); drums and closed containers; liquid waste, oil, human wastes; machinery and equipment from commercial or industrial sources, such as hardened gears, shafts, motor vehicles or major components thereof, agricultural equipment, trailers, marine vessels and steel cable; hot loads; and any waste which the Waste Infrastructure System is prohibited from receiving under Applicable Law.
“Uncontrollable Circumstance” means any act, event or condition affecting the Waste Infrastructure System, the County, the City, or any of their Franchise Haulers, contractors or suppliers to the extent that it materially and adversely affects the ability of either party to perform any obligation under the Agreement (except for payment obligations), if such act, event or condition is beyond the reasonable control of and is not also the result of the willful or negligent act, error or omission or failure to exercise reasonable diligence on the part of the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under the Agreement; provided, however, that the contesting in good faith or the failure in good faith to contest such action or inaction shall not be construed as willful or negligent action or a lack of reasonable diligence of either party. Examples of Uncontrollable Circumstances are:
(1) an act of God, landslide, lightning, earthquake, fire, explosion, flood, sabotage or similar occurrence, acts of a public enemy, extortion, war, blockade or insurrection, riot or civil disturbance, epidemic; and
(2) a Change in Law.
“Unincorporated Area” means those portions of the County which are not contained within the jurisdictional boundaries of incorporated cities.
“Unincorporated Area Acceptable Waste” means Acceptable Waste originating from or generated within the Unincorporated Area.
“Unrestricted Reserves” means cash and other reserves of the Waste Infrastructure System which are not Restricted Reserves.
“Waste Disposal Covenant” means the covenants and agreements of the City set forth in Section 3.1 hereof. “Waste Infrastructure System” or “Disposal System” means County owned or operated waste management ITEM 7.5
related facilities, including active Class III sanitary landfills (“County Landfills”), closed landfills managed by the County, resource recovery operations, Organics Infrastructure, recycling and organics programs, infrastructure and operations, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County.
“WISE” means Waste Infrastructure System Enterprise.
“WISE Agreements” means each of the WISE agreements entered into between the County and any City within the County, Special District, Sanitary District, Jurisdiction, or operator of any Franchise Hauler located in the County in accordance with the terms herewith.

SECTION 1.2 INTERPRETATION. In this Agreement, unless the context otherwise requires:
(A) References Hereto. The terms “hereby”, “hereof”, “herein”, “hereunder”, “herewith”, and any similar terms refer to this Agreement, and the term “hereafter” means after, and the term “heretofore” means before, the Contract Date.
(B) Gender and Plurality. Words of the masculine gender mean and include correlative words of the feminine and neuter genders and words importing the singular number mean and include the plural number and vice versa.
(C) Persons. Words importing persons include firms, companies, associations, general partnerships, limited partnerships, trusts, business trusts, corporations and other legal entities, including public bodies, as well as individuals.
(D) Headings. The table of contents and any headings preceding the text of the Articles, Sections and subsections of this Agreement shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect. (E) No Third Party Beneficiaries. Nothing in this Agreement is intended to confer on haulers or any other person other than the parties hereto and their respective permitted successors and assigns hereunder any rights or remedies under or by reason of this Agreement. (F) Counterparts. This Agreement may be executed in any number of original counterparts. All such counterparts shall constitute but one and the same Agreement. (G) Applicable Law and Venue. This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county. (H) Severability. If any clause, provision, subsection, Section or Article of this Agreement shall be ruled invalid by any court of jurisdiction, then the parties shall: (1) promptly meet and negotiate a substitute for such clause, provision, subsection, Section or Article which shall, to the greatest extent legally permissible, effect the intent of the parties therein; (2) if necessary or desirable to accomplish item (1) above, apply to the court having declared such invalidity for a judicial construction of the invalidated portion of this Agreement; and (3) negotiate such changes in, substitutions for or additions to the remaining provisions of this Agreement as may be necessary in addition to and in conjunction with items (1) and (2) above to effect the intent of the parties in the invalid provision. The invalidity of such clause, provision, subsection, Section or Article shall not affect any of the remaining provisions hereof, and this Agreement shall be construed and enforced as if such invalid portion did not exist, unless such invalidity frustrates the underlying primary purpose of the Agreement. (I) Integration; Preservation of Certain Agreements. This Agreement contains the entire agreement between the parties with respect to the transactions contemplated hereby. This Agreement shall completely and fully supersede all prior understandings and agreements between the Parties with respect to such transactions; provided; however, that this Agreement shall not supersede the following Cooperative Agreements as they currently ITEM 7.5
exist or as they may be amended in the future:
1) Cooperative Agreement between the City of Brea and the County of Orange regarding the Olinda Alpha Landfill.
2) Cooperative Agreement between the City of Irvine and the County of Orange regarding the Frank R. Bowerman Landfill.
3) Cooperative Agreement between the City of San Juan Capistrano and the County of Orange regarding the Prima Deshecha Landfill.

ARTICLE II

REPRESENTATIONS AND WARRANTIES
SECTION 2.1 REPRESENTATIONS AND WARRANTIES OF THE CITY. The City represents and warrants that:
(A) Existence. The City is a general law or charter city or a Special District or Sanitary District validly existing under the Constitution and laws of the State. (B) Due Authorization. The City has duly authorized the execution and delivery of this Agreement, and this Agreement has been duly executed and delivered by the City.

SECTION 2.2 REPRESENTATIONS AND WARRANTIES OF THE COUNTY. The County represents and warrants that:
(A) Existence. The County is a political subdivision of the State of California validly existing under the Constitution and laws of the State.
(B) Due Authorization. The County has duly authorized the execution and delivery of this Agreement, and this Agreement has been duly executed and delivered by the County.

ARTICLE III

DELIVERY AND ACCEPTANCE OF WASTE

AND PROVISION OF WASTE

MANAGEMENT AND DISPOSAL SERVICE
SECTION 3.1 DELIVERY OF WASTE.
(A) Waste Management and Disposal Covenant. Subject to the occurrence of the Commencement Date and throughout the Term of this Agreement, and subject to available Waste Infrastructure System capacity, the City shall exercise all legal and contractual power and authority which it may possess from time to time to deliver or cause the delivery of all Controllable Waste to the Waste Infrastructure System in accordance herewith. (B) Recycled City Acceptable Waste. The parties hereto acknowledge the responsibility of the City to meet its own recycling and landfill diversion goals contained in the Act and Organics Legislation. Nothing in this Agreement is intended or shall be interpreted to prohibit or impair the ability of the City to meet such responsibilities, or to restrict the right of the residents, businesses or organizations in the City to practice source separation, recycling, composting or other materials recovery activities, or to restrict the right of the City to conduct, sponsor, encourage or require such activities in any form. No reduction in the amount of Controllable Waste generated in the City and delivered to the Waste Infrastructure System by or on behalf of the City which may result from any such source separation or recycling program shall cause the City any liability hereunder (other than potential adjustment to the Contract Rate to the extent provided in Article IV hereof) and shall not constitute a breach of this Agreement.
(C) Waste Delivered to Transfer Station. All Residue from any processing of Controllable Waste by materials recovery, composting, recycling or other means, wherever performed, shall constitute Controllable Waste and be subject to the Waste Disposal Covenant. Where City Acceptable Waste is processed at a facility which concurrently processes other Acceptable Waste in a manner which produces commingled residue which cannot be traced to a geographic source, generic residues from such facility in Tonnage equal to the residues that would have ITEM 7.5
been produced had City Acceptable Waste only been processed at the facility shall constitute Controllable Waste and be subject to the Waste Disposal Covenant. Any City Acceptable Waste or material derived or segregated therefrom which is held in storage and asserted by the possessor thereof to constitute Recycled City Acceptable Waste awaiting sale or distribution to the secondary materials markets shall constitute Controllable Waste if, when and to the extent that the storage or diversion thereof can be reasonably deemed to constitute an evasion of the Waste Disposal Covenant rather than generally recognized, accepted and prevailing practice in the Southern California materials recovery and recycling industry conducted in accordance with Applicable Law. In order for the owner and/or operator of a transfer station to be entitled to deliver Acceptable Waste from a Participating City to the Waste Infrastructure System for the Contract Rate as provided in Article IV, such owner and/or operator must execute a direct agreement with the County, acknowledging and agreeing to comply with the obligation of the Participating City to cause the delivery of all Controllable Waste to the Waste Infrastructure System pursuant to this Agreement. In addition, the County shall be authorized to implement procedures to determine if Acceptable Waste delivered by the owners or operators of Transfer Stations is entitled to utilize the Waste Infrastructure System for the Contract Rate. Such procedures may include requiring Transfer Stations to certify, under penalty of perjury, the source of any such Acceptable Waste. If necessary, the County may require that, in order to qualify for use of the Waste Infrastructure System for the Contract Rate, Transfer Stations must deliver Controllable Waste in loads containing only Controllable Waste, and not commingled with Acceptable Waste from entities which are not Participating Cities or Participating Independent Haulers. (D) Power to Obligate Waste Disposal and Comply with this Agreement. On or before the Commencement Date, (i) any City franchise, contract, lease, or other agreement which is lawfully in effect relating to or affecting Controllable Waste shall provide, or shall have been amended to provide, that the City shall have the right without material restriction on and after the Commencement Date to direct the delivery of all Controllable Waste to the County Waste Infrastructure System (whether or not such Controllable Waste is delivered to a transfer station as an intermediate step prior to landfill disposal) and otherwise to comply with its obligations under this Agreement with respect to Controllable Waste and Franchise Haulers, and (ii) the City shall designate the Waste Infrastructure System as the disposal location pursuant to such franchise, contract, lease or other agreement. On and after the Commencement Date and throughout the Term of this Agreement the City (a) shall not enter into any franchise, contract, lease, agreement or obligation, issue any permit, license or approval, or adopt any ordinance, resolution or law which is materially inconsistent with the requirements of the Waste Disposal Covenant, and (b) shall maintain non-exclusive or exclusive franchises or other contractual arrangements over any City Acceptable Waste which, as of the Contract Date, is subject to non-exclusive or exclusive franchise or other contractual arrangements. The City agrees that the County shall be a third party beneficiary of the obligation of Franchise Haulers to deliver Controllable Waste to the Waste Infrastructure System, and may directly enforce such obligation through any legal means available. The City shall notify in writing each Franchise Hauler of the County’s third party beneficiary rights. (E) Controllable Waste Flow Enforcement.
(1) The City, in cooperation with the Department, shall establish, implement, carry out and enforce a waste flow enforcement program which is sufficient to assure the delivery of all Controllable Waste to the Waste Infrastructure System pursuant to and in accordance with the Waste Disposal Covenant for Controllable Waste disposal at the times and in the manner provided herein. The waste flow enforcement program shall consist of amending City franchises, permits or authorizations with all Franchise Haulers, to the extent required by this Section and to the extent allowed by law, and shall include in addition, to the extent necessary and appropriate in the circumstances to assure compliance with the Waste Disposal Covenant, but shall not be limited to:
(i) licensing or permitting Franchise Haulers, upon the condition of compliance with the Waste Disposal Covenant,
(ii) providing for and taking appropriate enforcement action under any such franchise, license, or permit, such as but not limited to the suspension, revocation and termination of collection rights and privileges, the imposition of fines or collection of damages, and the exercise of injunctive relief against non-complying Franchise Haulers and
(iii) causing any Transfer Station to which Controllable Waste is delivered for processing to deliver certification, under the penalty of perjury, of the amounts of Controllable Waste received and Residue remaining from processing at such Transfer Station.
(2) The City acknowledges and agrees that in the event of a breach of the Waste Disposal Covenant by the City, the City shall pay the County an amount equal to the amount that the City would have been required to pay to the County had the Waste Disposal Covenant not been breached, which shall be calculated by: (1) subtracting the ITEM 7.5
number of tons actually delivered during the month(s) of the breach from the number of tons that were delivered during the same month(s) closest in time when there was no such breach, even if such month(s) closest in time was prior to the Term, and (2) multiplying such amount by the Contract Rate in effect at the time of such breach (or any higher rate with respect to which the County has provided notice pursuant to Section 4.2). In the event that the County terminates the Agreement as a result of such breach, the damages due as a result of such termination shall be equal to the average monthly deliveries by the City for the twelve (12) months prior to the commencement of the breach multiplied by the Contract Rate in effect at the time of such breach (or any higher rate with respect to which the County has provided notice pursuant to Section 4.2), multiplied by the number of months that would have remained in the Term of the Agreement had the termination not occurred. The parties recognize that if the City fails to meet its obligations hereunder, the County will suffer damages and that it is and will be impracticable and extremely difficult to ascertain and determine the exact amount of such damages. Therefore, the parties agree that the damages specified above represent a reasonable estimate of the amount of such damages, considering all of the circumstances existing on the date hereto, including the relationship of the sums to the range of harm to the County that reasonably could be anticipated and anticipation that proof of actual damages would be costly or inconvenient. In signing this Agreement, each party specifically confirms the accuracy of the statements made above and the fact that each party had ample opportunity to consult with legal counsel and obtain an explanation of this liquidated damage provision at the time that this Agreement was made.
(F) Legal Challenges to Franchise System. The City shall use its best efforts to preserve, protect and defend its right to exercise and comply with the Waste Disposal Covenant against any challenge thereto, legal or otherwise (including any lawsuits against the City or the County, whether as plaintiff or defendant), by a Franchise Hauler or any other person, based upon breach of contract, violation of law or any other legal theory. The City shall bear the cost and expense of any such Legal Proceeding or other challenge. In the event any such Legal Proceeding relating to the Waste Disposal Covenant or the City’s exercise thereof establishes in a final determination that such covenant or exercise thereof is void, unlawful or unenforceable, or if any Franchise Hauler fails to deliver Controllable Waste to the Waste Infrastructure System in breach of its franchise with the City on the grounds that a judicial determination made by any court or other Applicable Law has rendered its obligation to deliver Controllable Waste to the Disposal System void, unlawful or unenforceable on any legal grounds, with the result that actual waste deliveries to the Disposal System fall below the Cumulative Tonnage Targets, the County shall be entitled to avail itself of the remedies described in Section 4.2(B) hereof.
(G) Franchise Haulers. The City shall compile and provide the Department with the following information concerning all Franchise Haulers: name, address and phone number; identification number; area of collection and transportation; and franchise and permit terms. (H) Waste Information System. The City shall cooperate with the Department in collecting information and otherwise monitoring Franchise Haulers in order to assure compliance with this Agreement, the Act, Organics Legislation, or other Applicable Law. Such information may include information such as, data pertaining to Controllable Waste collected, transported, stored, processed and disposed of, Recycled City Acceptable Waste collected, transported, stored, processed and marketed or disposed of, Controllable Organic Waste collected, stored, processed and marketed or disposed of, Franchise Haulers’ franchise, permit or license terms, collection areas, transportation routes and compliance with Applicable Law; and all other information which may reasonably be required by the Department in connection with this Agreement. The City agrees to include in any revised franchise, contract, license or permit or other authorization granted to Franchise Haulers an obligation of the Franchise Hauler to provide to the County information relating to the Controllable Waste collected by such Franchise Hauler, including origins from which such Controllable Waste was collected (identifying Controllable Organic Waste, Recycled City Acceptable Waste, or as otherwise may be required under this Agreement or under Applicable Law), tonnage by type of load (residential, commercial, roll-off box), customer service levels, tonnage delivered by transfer station or material recovery facility utilized, and other related information. (I) City Actions Affecting County. The City agrees to carry out and fulfill its responsibilities under this Agreement and Applicable Law so as to permit full and timely compliance by the County with its covenants and agreements with the State. In particular, the City agrees not to conduct, authorize or permit any disposal services for Controllable Waste to be provided in competition with the Disposal Services provided by the County hereunder, and not to take or omit to take any action with respect to Controllable Waste, its collection, transportation, transfer, storage, treatment, processing, or disposal that may materially and adversely affect the County’s ability to achieve such timely compliance. Notwithstanding the foregoing, the City shall not be required to deny any permit or license or refuse to grant any approval while exercising its police powers.

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(J) No Right of Waste Substitution. Nothing in this Agreement shall authorize or entitle the City to deliver or cause the delivery to the Waste Infrastructure System of Acceptable Waste or Acceptable Organic Waste originating from or generated outside the jurisdiction of the City, nor obligate the County to receive or dispose of any such Acceptable Waste or Acceptable Organic Waste. The City shall not assign in whole or in part its right to deliver or cause to be delivered Controllable Waste or Controllable Organic Waste to the County hereunder, and shall not permit any Acceptable Waste or Acceptable Organic Waste originating from or generated outside the jurisdiction of the City to be substituted for Controllable Waste or Controllable Organic Waste for any purpose hereunder. (K) Annexations and Restructuring. It is the intention of the parties that this Agreement and the obligations and rights of the City hereunder, including particularly the Waste Disposal Covenant and the Contract Rate, shall, to the extent permitted by Applicable Law, extend to any territory annexed by the City (or any territory with respect to which the City assumes solid waste management responsibility from a Sanitary District or other public entity) and shall bind any successor or restructured Governmental Body which shall assume or succeed to the rights of the City under Applicable Law.

SECTION 3.2 PROVISION OF WASTE INFRASTRUCTURE SERVICES BY THE COUNTY. (A) Service Covenant. Commencing on the Commencement Date, and subject to available Waste Infrastructure System capacity, the County shall provide or cause the provision of the service of receiving and disposing of all Controllable Waste at the Waste Infrastructure System, and, in accordance with subsection 3.3(C) hereof, disposing of Unacceptable Waste inadvertently accepted at the Disposal System. The County, to the maximum extent permitted under Applicable Law, shall use its best efforts to increase source reduction, materials recovery, recycling, organic processing or other waste diversion in the region as may be required by law or which result in the long-term preservation of landfill disposal capacity and to keep the Waste Infrastructure System open for the receipt of Acceptable Waste for disposal or transfer of Controllable Waste pursuant to this Agreement. The County shall do and perform all acts and things which may be reasonably necessary or desirable in connection with its covenants in this subsection, including without limitation all planning, development, administration, implementation, construction, operation, maintenance, management, financing and contract work related thereto or undertaken in connection therewith. The County shall exercise all reasonable efforts to minimize the costs incurred in complying with the Service Covenant consistent with its responsibilities hereunder and under this Agreement, Applicable Law and prudent solid waste management practice and environmental considerations. (B) Source-Separated Household Hazardous Waste. The County shall maintain, as part of the Waste Infrastructure System, a Source-Separated Household Hazardous Waste Disposal System for the disposal of Source-Separated Household Hazardous Waste. The disposal service provided by such system shall constitute part of the Disposal Services, and shall be available to Participating Cities as part of the Contract Rate. The County may impose additional fees and charges for new services relating to Source-Separated Household Hazardous Waste or with respect to cities which are not parties to an Agreement. The County may provide for the expansion, contraction or modification of the Source-Separated Household Hazardous Waste Disposal System and its services to the extent necessary to ensure the Waste Infrastructure System’s viability. (C) Designated Facilities. County and City will coordinate in determining the primary landfill used for disposal and processing of Controllable Waste. The Department shall immediately advise the City by telephone of any situation, event or circumstance which results in the partial or complete inability of the County to receive Controllable Waste at any particular landfill within the Waste Infrastructure System, its effect on the County’s ability to perform its obligations hereunder, and the County’s best estimate of the probable duration. The Department shall confirm such advice in writing within twenty four (24) hours of the occurrence of any such inability. The County shall use its best efforts to resume normal operation of the landfill used by the City as soon as possible. In the event a situation, event or circumstance results in the partial or complete inability of the County to receive Controllable Waste at any particular landfill within the Waste Infrastructure System the County shall have the right to redirect Controllable Waste to another landfill within the Waste Infrastructure System for the duration of the situation, event or circumstance; provided, however, that in such circumstances the County shall utilize reasonable efforts to first redirect waste which is not Controllable Waste. In no event shall the County be required to accept Controllable Waste if it does not have sufficient permitted disposal capacity within the Waste Infrastructure System. (D) Compliance with Service Covenant Not Excused for any Reason. Commencing on the ITEM 7.5
Commencement Date, and subject to the terms of this Agreement, the obligations of the County to duly observe and comply with the Service Covenant, in accordance with Applicable Law, shall apply continuously and without interruption for the Term of this Agreement. In the event that any Change in Law, situation, event or other Uncontrollable Circumstance impairs or precludes compliance with the Service Covenant by the means or methods then being employed by the County, the County shall use best efforts to implement alternative or substitute means and methods to enable it to satisfy the terms and conditions of the Service Covenant. In the event that a Change in Law precludes the County from complying with such covenants with the means or methods then being employed and from utilizing any alternate or substitute means or methods of compliance, the County shall continuously use all reasonable efforts to effectuate executive, legislative or judicial change in or relief from the applicability of such law so as to enable the County lawfully to resume compliance with such covenants as soon as possible following the Change in Law.

County failure to duly observe and comply with the Service Covenant due to its efforts to comply with Applicable Law, shall not constitute a breach under this Agreement, and shall excuse County performance to the extent necessary to comply with Applicable Law.

If the alternative or substitute means and methods proposed for the County to observe and comply with the Service Covenant are more costly than the previously used means and methods, County shall be entitled to a corresponding Contract Rate increase to cover any associated additional costs pursuant to the provisions of Section 4.2 of this Agreement.

SECTION 3.3 COUNTY RIGHT TO REFUSE WASTE.
(A) Right of Refusal. Notwithstanding any other provision hereof, the County may refuse delivery of:
(1) Hazardous Waste;
(2) Controllable Waste delivered at hours other than those provided in Section 3.5 hereof; (3) Waste that does not constitute Acceptable Waste;
(4) Acceptable Waste delivered by City but originating from or generated outside the jurisdiction of the City;
(5) Controllable Waste consisting primarily of construction and demolition debris or inert material which may cause a particular facility’s daily tonnage limit to be exceeded; (6) Acceptable Waste in excess of permitted limits; and (7) Acceptable Waste that would result in County violating Applicable Law. (B) Identification of Unacceptable Waste. The Department shall have the right (but not the duty or the obligation) to inspect the vehicles of all Franchise Haulers delivering material to the Waste Infrastructure System, and may require that the Franchise Hauler remove any Unacceptable Waste from such vehicle before it is unloaded. If the Department determines that it is impractical to separate Controllable Waste from Unacceptable Waste in any vehicle, or if the Franchise Hauler delivering such waste is unwilling to make such separation, or if any vehicle is carrying waste which may spill or leak, then the Department may reject the entire vehicle, and the City shall forthwith remove or cause the removal of the entire delivery from the Waste Infrastructure System. The Department may take all reasonable measures to prevent waste from being blown or scattered before and during unloading. The City shall cause the Franchise Haulers to observe and comply with Applicable Law, the operating rules and regulations of the Department, and the provisions of this Agreement prohibiting the delivery of Unacceptable Waste to the Waste Infrastructure System.
(C) Hazardous Waste and Hazardous Substances. The parties acknowledge that the Waste Infrastructure System has not been designed or permitted to accept Hazardous Waste or Hazardous Substances, and is ITEM 7.5
not intended to be used in any manner or to any extent, for the handling, transportation, storage or disposal of Hazardous Waste, Hazardous Material or Hazardous Substances. Neither the County nor the City shall countenance or knowingly permit the delivery of Hazardous Waste or Hazardous Substances to the Waste Infrastructure System.

City shall be responsible for the costs of removal, and any regulatory fines, associated with the knowing delivery of any Hazardous Substances to the Waste Infrastructure System by the City or its Franchise Hauler. (D) Disposal of Unacceptable Waste and Hazardous Waste. If Unacceptable Waste or Hazardous Waste is discovered in a vehicle at any facility within the Waste Infrastructure System, the driver of the vehicle will not be permitted to discharge the load. If a vehicle is observed unloading Unacceptable Waste or Hazardous Waste in the tipping area of a facility within the Waste Infrastructure System Department personnel will use reasonable efforts to assure that such material has been characterized, properly secured and its disposition resolved. The return or reloading onto the delivery vehicle of any Hazardous Waste, Prohibited Medical Waste or other waste requiring handling or transportation shall be conducted in accordance with Applicable Law. Whenever Hazardous Waste is detected at any facility within the Waste Infrastructure System, the Department shall take immediate action in accordance with Applicable Law.

SECTION 3.4 UNINCORPORATED AREA ACCEPTABLE WASTE.

Commencing on the Commencement Date, the County in accordance with Applicable Law shall provide or cause to be provided the service of disposing of non-recycled Acceptable Waste originating or generated within the Unincorporated Area and, with respect to such material, shall comply with the Waste Disposal Covenant as if the County constituted a City subject to the Waste Disposal Covenant hereunder. Rates charged by the County for the disposal of each class of non-recycled Acceptable Waste generated in the Unincorporated Area shall be the same as the Contract Fee charged for the disposal of each class of Controllable Waste. The County shall use its best efforts to preserve, protect and defend its right to exercise and comply with the Waste Disposal Covenant (with respect to non-recycled Acceptable Waste generated in the Unincorporated Area) against any challenge thereto, legal or otherwise, by a Franchise Hauler or any other person, based upon breach of contract, violation of law or any other legal theory. The County shall bear the cost and expense of any such Legal Proceeding or other challenge (with respect to non-recycled Acceptable Waste generated in the Unincorporated Area).

SECTION 3.5 MISCELLANEOUS OPERATIONAL MATTERS.
(A) Operating Hours. The County shall keep the Waste Infrastructure System open for the receiving of Acceptable Waste during such regular operating hours as may be established by the Department in the operating rules and regulations applicable to the Waste Infrastructure System. The County reserves the right to modify the operating days and hours to comply with Applicable law or as otherwise may be deemed necessary by the County. (B) Scales and Weighing. The Department shall operate and maintain permanent scales at the Waste Infrastructure System as required by Applicable Law. The Department shall weigh all vehicles delivering waste by or on behalf of the City (whether or not the County accepts such waste) and prepare a daily weight record with regard to such delivery.
(C) Service Coordinator. The County and the City each shall designate in writing thirty (30) days prior to the expected Commencement Date a person to transmit instructions, receive information and otherwise coordinate service matters arising pursuant to this Agreement (each a “Service Coordinator”). Either Party may designate a successor or substitute Service Coordinator at any time by notice to the other Party. (D) Review of Records. Each Party may review the other Party’s books and records with respect to matters relevant to the performance by either Party under this Agreement or otherwise related to the operation of the Waste Infrastructure System to the extent allowed under the California Public Records Act (interpreted as if the Parties to this Agreement were natural persons for purposes of the Public Records Act).

SECTION 3.6 OTHER USERS OF THE DISPOSAL SYSTEM.
(A) On or Before April 30, 2026, the County shall have the right to enter into WISE Agreements with Orange County entities with respect to Acceptable Waste which was originally discarded by the first generator thereof within the geographical limits of the County, including other cities in the County, Special Districts, Sanitary Districts, Franchise Haulers and Independent Haulers. Agreements entered into during this period shall have terms ITEM 7.5
and provisions substantially identical to the terms and provisions of this Agreement; provided, however, that in no event shall such agreements have terms and provisions more favorable than the terms and provisions of this Agreement (including but not limited to the Contract Rate and availability of disposal capacity). (B) After April 30, 2026, the County shall have the right to enter into WISE Agreements with Orange County entities, including any city, Special Districts, Sanitary Districts, Franchise Haulers and Independent Haulers, or otherwise accept Acceptable Waste from such parties, but only within the limitations contained in this Section. Any such agreement or waste acceptance agreement must provide that the party delivering waste shall pay a Disposal Rate at least 10% higher than the Contract Rate unless the County determines it is in the best interest of the Waste Infrastructure System to establish a Disposal Rate less than 10% higher than the Contract Rate. In no event shall the Disposal Rate be less than the Contract Rate. In addition, the County shall reserve the right in any such agreement to at any time, to the extent permitted by Applicable Law, refuse to receive and dispose of Acceptable Waste from any city, Special District, Sanitary District, Franchise Hauler and Independent Hauler if and to the extent that such receipt and disposal might materially and adversely affect the ability of the County to comply with its obligations to the Participating Cities under the WISE Agreements to which each is a party. (C) Posted Disposal Rate. The Posted Disposal Rate shall at all times be at least 10% higher than the Contract Rate.
(D) Self-Haulers. The City and the County acknowledge that Self-Haulers shall be entitled to deliver Self-Hauled Waste to the Waste Infrastructure System, on a non-contract basis, at the Posted Disposal Rate.

Such Self-Haulers shall not be entitled to dispose of Acceptable Waste for the Contract Rate. (E) Receipt of Imported Acceptable Waste on a Contract Basis. The County shall have the right to enter into Importation Agreement(s) with any public or private entity for the delivery of Imported Acceptable Waste on terms and conditions that the County determines to be necessary to ensure and enhance the viability of the Waste Infrastructure System and to generate Net Import Revenues. In no event shall such Importation Agreements, entered into after the Commencement Date, include a per ton tipping fee or Disposal Rate for Imported Acceptable Waste that is less than the Contract Rate. The County certifies that in its good faith judgment the contract or other agreement for the delivery of such waste will not materially and adversely affect the ability of the County to receive and dispose of Acceptable Waste from the Participating Cities in accordance with the applicable WISE Agreements throughout the Term thereof; and, should the delivery of waste subject to Importation Agreements adversely affect the County’s ability to receive and dispose of Controllable Waste from Participating Cities the County will prioritize receipt and disposal of Controllable Waste delivered pursuant to applicable WISE Agreements. (F) Application and Use of Revenues From Other Users.
(1) County Acceptable Waste: Throughout the Term hereof, all revenues received by the County from the disposal or processing of County Acceptable Waste into the Waste Infrastructure System (including Surcharges, and any and all fine, penalty, liquidated damages or other damages, grants, awards or revenue received by the County in connection with the Waste Infrastructure System), shall be deposited by the County in the County OC Waste & Recycling Enterprise Fund and shall constitute revenues of the Waste Infrastructure System.
(2) Imported Acceptable Waste: Throughout the Term hereof, all revenues received by the County, pursuant to an Importation Agreement, for the disposal or processing of Imported Acceptable Waste into the Waste Infrastructure System (including Surcharges, and any and all fine, penalty, liquidated damages or other damages or revenue received by the County in connection with the Waste Infrastructure System), shall first be applied toward all of the costs attributable to the acceptance and management of such Imported Acceptable Waste into the Waste Infrastructure System. Costs attributable to the disposal of Imported Acceptable Waste include, but are not limited to, deposits to the Environmental Fund, deposits to closure and post-closure reserves, Host Fees (if applicable), incremental operating costs (such as manpower expenditures, equipment, services and supplies expenditures), State surcharges, regulatory fees, charges or penalties, and a pro rata share of capital project costs. Revenue remaining after costs attributable to the disposal and management of Imported Acceptable Waste shall be considered “Net Import Revenues” and shall be calculated and distributed as follows:
(i) Calculation: Net Import Revenues are estimated to be 30% of the revenues received ITEM 7.5
by the County from the disposal of Imported Acceptable Waste (excluding any newly established per-ton fees or increases to existing per-ton fees with respect to Imported Acceptable Waste payable to the State, other regulatory agencies or cities in which facilities in the Waste Infrastructure System are located.) (ii) Distribution: Net Import Revenues shall be distributed as follows; a. 50% of any Net Import Revenues shall be paid to the County General Fund. b. 50% of such Net Import Revenues shall be paid to the Participating Cities (and to the County, with respect to the unincorporated area) listed in Appendix 1 for use for any purpose by the Participating City, including but not limited to State mandated solid waste programs. Payments of such amount to the County General Fund and the Participating Cities shall be made by the County within ninety (90) days after the end of each fiscal year. The portion of Net Import Revenues specified above payable to the Participating Citiesshall be apportioned in the percentages set forth in Appendix 1.
c. The percentages set forth in Appendix 1 with respect to each Participating City shall be annually reviewed and adjusted every five (5) years by the County to reflect the percentage of deliveries of Acceptable Waste from each Participating City averaged over the last five (5) years. The County shall notify Participating Cities of the revised percentages in Appendix 1 within one hundred and twenty (120) days of the end of each fiscal year.

SECTION 3.7 COUNTY PROVISION OF WASTE DIVERSION SERVICES. (A) County-Wide Recycling and Diversion Services. Unless otherwise specifically provided in this Agreement, County is not required to provide for any source reduction, materials recovery, recycling, organic processing or other waste diversion services under this Agreement. However, County may choose to provide CountyWide Recycling Services funded through the County OC Waste & Recycling Enterprise Fund at its sole discretion on the condition that provision of said services shall be funded in a manner that does not impact the Contract Rate without first going through the process outlined in Section 4.2 and expressly agreed to by 50% of Participating Cities. (B) Organic Processing and Diversion Services. The County has developed Organics Infrastructure and programs available to interested Cities intended to assist Cities in meeting their diversion and Organic Legislative Recycled Organic Waste Procurement goals and to promote the processing and diversion of Organic Waste into compost or other material that qualifies as diversion under Applicable Law. Cities interested in receiving County provided Organic Processing Services may enter into the separate Organic Services Agreement (“OSA”) provided in Appendix 5 of this Agreement.
(C) Food Waste Processing and Diversion. County is in the process of evaluating the options and feasibility of development of a Commercial Food Waste Processing Infrastructure. If developed, Cities will be provided an opportunity to participate in this service on terms which shall be separately agreed upon by the Parties. (D) Edible Food Recovery Programs. County is in the process of evaluating the options and feasibility of development of regional County-wide edible food recovery programs to assist Cities in meeting State mandated goals. The intent of Edible Food Recovery to address the food hierarchy and wasted food scale on a regional level through collaboration of all jurisdictions, key local, State and federal stakeholders, the non-profit sector and business sector. City agrees to reasonably cooperate with County efforts and collaborate on data analysis and reporting to provide jurisdictions reports for compliance under SB 1383. If developed, Cities will be provided an opportunity to participate in this service on terms which shall be separately agreed upon by the Parties. (E) Recycling Market Development Zone (“RMDZ”) Program. The RMDZ program, administered by the California Department of Resource Recycling and Recovery (CalRecycle), combines recycling with economic development to support business that use materials from the waste stream to manufacture their products.

The program offers loans, technical assistance and product marketing to eligible businesses located within designates zones. City agrees to reasonably cooperate and collaborate with County in support of the RMDZ program.

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(F) Separate City-County Diversion Service Agreements. Nothing in this Agreement is intended to limit the right of the County to enter into a separate agreement with the City or any other person to provide source reduction, materials recovery, recycling, composting or other waste diversion services. Any such program conducted by the County, whether in participation with the City, any other of the Participating Cities, other Cities, Special Districts, Sanitary Districts, Franchise Haulers, Independent Haulers, Unincorporated Area or non-County entity, shall be operated, managed and accounted for as a program separate and distinct from the Disposal Services program contemplated by the WISE Agreements and shall not be funded through the general revenues of the Disposal System.

ARTICLE IV

CONTRACT RATE
SECTION 4.1 CHARGING AND SECURING PAYMENT OF CONTRACT RATE. The City acknowledges that the County shall have the right to charge and collect a Contract Rate for the acceptance, disposal, and processing of Controllable Waste delivered to the Waste Infrastructure System by City or its Franchise Hauler. The Contract Rate shall be calculated and established, and may be modified, as provided in Section 4.2 hereof. In addition, the City acknowledges that the County shall have the right to establish as part of the operating rules and regulations reasonable measures to secure the payment of all Contract Rates.

SECTION 4.2 CONTRACT RATE.
(A) Establishment of Contract Rate. The Contract Rate payable by each City or Franchise Hauler shall be a three (3) year progressive Contract Rate of $67/ton (July 1 2026 through June 30, 2027), $74/ton (July 1, 2027 through June 30, 2028), and $81/ton (July 1, 2028 through June 30, 2029) and contingent on the delivery to the Waste Infrastructure System of an amount of City Acceptable Waste at least equal to the Cumulative Tonnage Targets identified in Appendix 2, and subject to adjustment necessary to reflect the circumstances set forth in this Section 4.2 including but not limited to:
(i) increased costs incurred by the County (in excess of available insurance proceeds) due to the occurrence of one or more Uncontrollable Circumstances, other than Changes in Law; (ii) costs incurred by the County (in excess of available insurance proceeds and amounts available in the Environmental Fund for such purposes) remediating environmental conditions at the Disposal System or inactive or closed disposal sites in the County, which, if uncorrected, could give rise to potential claims under CERCLA or related federal or State statutes, including costs incurred providing indemnification to any Participating City pursuant to subsection 7.3;
(iii) tonnage shortfalls to the extent permitted by Sections 4.2(B); (iv) County determination that the Department revenue is insufficient to meet Full Cost Recovery requirements.
(v) increased costs incurred by the County due to the occurrence of one or more Changes in Law;
(vi) Capital Costs in excess of the Capital Costs at any point in time during the term hereof exceeding the Cumulative Capital Costs set forth in Appendix 3; (vii) Provision of new or expanded services, provided on terms as agreed to by the Parties.

Prior to adjusting the Contract Rate as a result of any of the circumstances described in clauses (i), (ii), (iii) (iv) or (vi) above, the County shall utilize the following remedies in the following order of priority:
(1) reduce the costs of operating the Disposal System to the extent practicable; and ITEM 7.5
(2) at the sole discretion of the County, utilize Unrestricted Reserves to pay costs of the Waste Infrastructure System.

The County will not be required to utilize such remedies prior to adjusting the Contract Rate as a result of any of the circumstances described in clauses (v) or (vii) above.

Any adjustments to the Contract Rate permitted by this Section shall be calculated by the County to reflect the actual costs or expenses of addressing the circumstance or circumstances pursuant to which the adjustment is authorized. The County agrees that, where appropriate, it will evaluate the feasibility of long-term financing for significant capital costs. Notwithstanding the forgoing, no adjustment to the Contract Rate shall occur as a result of costs associated with the programs identified in Section 3.7, without first going through the process outlined in Section 4.2 and expressly agreed to by 50% of Participating Cities.
(B) County Acceptable Waste Shortfall. In the event that the actual amount of County Acceptable Waste delivered to the Disposal System at the end of any Contract Year is less than the Cumulative Tonnage Target for such Contract Year for County Acceptable Waste, as specified in Appendix 2, the County shall utilize the following options, in the following order of priority, in order to remedy any adverse effects of such tonnage shortfall:
(i) reduce the costs of operating the Waste Infrastructure System to the extent practicable;
(ii) at the sole discretion of County, utilize Restricted Reserves described in clause (iii) of Section 4.5 to pay costs of the Waste Infrastructure System; (iii) at the sole discretion of County, utilize Unrestricted Reserves to pay costs of the Waste Infrastructure System; and
(iv) adjust the Contract Rate.

In the event that implementation of the steps described above does not result in sufficient revenues to satisfactorily address the shortfall in tonnage, the County shall have the right to terminate the Agreement on one-hundred eighty (180) days written notice to the City. In addition, in the event that Waste Infrastructure expenses are lower than estimated or actual deliveries to the Disposal System exceed the Cumulative Tonnage Target as of the end of any Contract Year, the City acknowledges the County shall have the right to establish reserves intended to reflect the potential for lower than expected annual waste deliveries in subsequent years, and that any such reserves shall constitute “Restricted Reserves”. (C) [RESERVED]
(D) Interim Use of Remedies. In the event that, during any Contract Year, waste deliveries to the Disposal System are 25% or more below delivery projections for such Contract Year with the result that the County determines it is unlikely that the Cumulative Tonnage Target will be achieved as of the end of such Contract Year, the County may utilize the remedies described in Section 4.2(B) prior to the end of such Contract Year; provided, however, that if at the end of such Contract Year, the Cumulative Tonnage Target is actually met, the County shall reimburse any adjustments to the Contract Rate made pursuant to this Section to Participating Cities. Such reimbursement shall occur in a manner as agreed between the parties, and may be given as a credit or adjustment to the Contract Rate for future deliveries, rather than a lump sum payment.
(E) Special Charges. Notwithstanding Section 4.2(A), the County shall have the right to establish special charges for the provision of new or expanded services or the receipt of hard to handle materials, such as bulky materials, construction and demolition debris, tree stumps and sludge. Should the County wish to provide new or expanded services to Cities, it may charge for such services upon agreement of City. Special charges shall be calculated to reflect the reasonable incremental costs to the County of providing the new or expanded services or accepting such hard to handle materials.

Adjustments pursuant to this Section 4.2(E) shall not require compliance with the provisions of Section 4.2(I) (F) Annual CPI Escalation. Subject to the application of the Contract Rate True-up (provided ITEM 7.5
[
below), the Contract Rate shall be adjusted each July 1, beginning 2029, in an amount equal to the percentage change in the CPI (as defined above) as measured from the October twenty one (21) months prior to the rate adjustment to the October immediately preceding the rate adjustment (the “Annual CPI Adjustment”). For example: The July 1, 2029 Annual CPI Adjustment to the Contract Rate shall be based upon the change in CPI from October 2027, to October 2028, referred to as year 1 and year 2 respectively in the following example.

Formula to calculate percentage change in the Contract Rate based on Annual CPI Adjustment :

Step 1:

October Year 2 CPI
- 1 = % increase in Contract Rate
October Year 1 CPI
Step 2: Current Contract Rate x (1+ % increase in Contract Rate) = Contract Rate as of July 1 Year 2 On each April 1, commencing April 1, 2029, the County shall provide the City with notice of the Annual CPI Adjustment to the Contract Rate to be effective the following July 1. Such notice shall contain the calculation of the adjustment set forth above. The County shall calculate the new Contract Rate each year.

In the event that the change in CPI as described above is negative rather than positive, no rate adjustment will be made for that year. No adjustment under this Section 4.2(F) will take place until the October CPI index surpasses the index level as of the October immediately preceding the last annual rate adjustment pursuant to this Section 4.1(F), which will be considered “year 1” in calculating the change in the Contract Rate.

For example, if the change in CPI is measured as follows: October 2027 = 205, October 2028 = 204, October 2029 = 201, October 2030 = 208, then there would be no adjustment in July 2029, or July 2030, and an adjustment equal to the change from 205 to 208 would be implemented on July 1, 2031.

Contract Rate True-up: On an annual basis, no later than each April 30, beginning April 30, 2030, the County shall conduct an annual review of factors pertaining to the most recently completed fiscal year(s) including but not limited to, tonnage received throughout the Waste Infrastructure System, Cumulative Tonnage Targets identified in Appendix 2, revenue received from all sources, Department expenditures, and other factors that make up Department’s total costs.

County shall notify City prior to April 30, 2030 (and every April 30 thereafter) and advise whether the Annual CPI Adjustment to the Contract Rate should be frozen for a period of time (in circumstances where Department revenues exceed Department Full Cost Recovery needs) or to determine whether the Contract Rate should be increased beyond the Annual CPI Adjustment as defined above (in circumstances where Department costs exceed CPI) to ensure that Department revenues meet Full Cost Recovery.

Within thirty (30) days of finalizing each annual review, the County shall transmit its findings and the bases thereof to Participating Cities at the next regularly scheduled OCCMA meeting or other forum mutually agreed to by the County and OCCMA. If requested by the City or OCCMA, the County shall reasonably respond to requests from the City and/or OCCMA for additional information including, but not limited to, requests to meet and discuss reviews, findings, and bases of findings. At the request of 50% of Participating Cities, County agrees to meet and confer in good faith with OCCMA, within sixty (60) daysto discussretention of a consultant acceptable to both the County and OCCMA to conduct an independent review of the County’s annual review findings.

Nothing in this section shall be interpreted as limiting the County’s rights under Section 4.2(A). (G) Adjustment Resulting from Increased Fees. In addition to the other adjustments specified herein, the Contract Rate shall be adjusted to reflect the imposition of new fees or increase in existing fees relating to the disposal of Controllable Waste imposed by State, federal or other agencies (e.g., the State’s Integrated Waste Management fee, which is currently $1.40 per ton, but is expected in increase during the term of this Agreement). The adjustment shall be equal to the amount of any new or increased fee, and the adjustment shall take effect so as to coincide with the imposition of the new or increased fee. The County shall provide notice of any increase pursuant to this Section 4.2(G) as soon as practicable after becoming aware of the imposition of any fees described above.

Adjustments pursuant to this Section 4.2(G) shall not require compliance with the provisions of Section 4.2(I). (H) [RESERVED]
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(I) Procedure for Rate Adjustments. In the event the County determines that it is entitled to an adjustment of the Contract Rate pursuant to Section 4.2(A) (other than 4.2(A)(iv)) or Section 4.2(B), it shall utilize the procedures described in this Section 4.2(I). The County shall be required to provide the City with at least ninety (90) days prior written notice of the adjustment, which notice shall identify the specific event(s) or circumstances which require the adjustment. The notice shall also specify the earliest date on which the County Board of Supervisors shall consider the proposed adjustment. At least forty five (45) days prior to such meeting of the Board of Supervisors, the County shall provide the City with a report which shall contain the following information: a description of the specific event(s) or circumstances which require the adjustment; a description (including cost estimates) of any activities (which may include, but not be limited to capital improvements to the Waste Infrastructure System) required in order to remedy such event or circumstance; certification by the County that it has implemented the remedies described in Section 4.2(A) or (B) prior to requiring the rate adjustment; and a description of the methodology used by the County to calculate the adjustment to the Contract Rate (hereinafter the “County Report”). In the event the City disputes the adjustment, it shall provide the County with a written description of the reason for the dispute at least ten (10) days prior to the meeting of the Board of Supervisors identified in the initial notice of the County (hereinafter the “City Report”). The City Report shall be provided to the Board of Supervisors for consideration at such meeting in connection with the proposed rate adjustment. At any time from and after the date that the County provides the City with the County Report, upon the request of either party, the City and County shall meet and confer in good faith to resolve any dispute that may arise regarding the proposed adjustment to the Contract Rate. In any such meeting, the County shall be represented by the Director of the Department or his or her designee. In the event the Board of Supervisors approves all or a portion of the proposed rate adjustment, such rate adjustment shall become effective on the date identified in the initial notice sent by the County regardless of whether or not the procedures in Section 4.2(J) are utilized, but subject to potential reimbursement pursuant to clause (11) of Section 4.2(J). (J) Procedure for Expedited Judicial Review of Contested Rate Adjustment. In the event that, within thirty (30) days after the effective date of any Contract Rate adjustment made pursuant to Section 4.2(I), Participating Cities which, in the aggregate, accounted for more than 50% of the County Acceptable Waste delivered to the County System in the twelve (12) months preceding the Contract Rate adjustment, provide notice to the County of their election to utilize the procedures described in this Section 4.2(J), then the provisions of this Section 4.2(J) shall be utilized by such Participating Cities and the County to resolve the dispute over the Contract Rate Adjustment. In the event that Participating Cities which have delivered the amount of waste contemplated in the preceding sentence do not provide notice to the County of such election, the County shall have no obligation to participate in or cooperate in the implementation of the procedures described below in this Section 4.2(J). (1) In order to pursue the expedited judicial determination described in this Section (the “Expedited Rate Determination”), the Participating Cities which have made the election described in the paragraph above (the “Challenging Cities”) must commence a civil action for breach of contract (the “Action”) in the Orange County Superior Court within forty five (45) days of the date on which the Board of Supervisors approves the challenged adjustment to the Contract Rate.
(2) Within two (2) Court days of filing the Action, the Challenging Cities shall personally serve on the County Counsel, with copy provided to the Clerk of the Board both the summons and complaint, and a stipulation and request for the entering of an order incorporating all of the procedural provisions relating to the Expedited Rate Determination as set forth in this Section 4.2(J) (such stipulation and request for order is hereinafter referred to as the “Expedited Rate Determination Stipulation”). The Expedited Rate Determination Stipulation shall be signed by each of the Challenging Cities, or on behalf of them by their legal counsel. (3) Within fifteen (15) days of the date of service upon the County of the summons and complaint, and Expedited Rate Determination Stipulation, County Counsel shall execute the Expedited Rate Determination Stipulation and deliver it as well as the County’s answer to the complaint in the Action, by electronic means, to the Challenging Cities through their counsel of record. The Stipulation shall also include a waiver by each of the parties of their right to a jury trial of the issues raised in the Action. The Parties agree that the duty to execute the Expedited Rate Determination Stipulation and comply with the procedures set forth for Expedited Rate Determination in this Section 4.2(J) shall be, and are hereby deemed to be, ministerial duties which the law specifically enjoins upon each of them, and shall be subject to enforcement by the parties herein pursuant to Code of Civil Procedure Section 1085, et seq., or by means of a complaint for specific performance. (4) Within three (3) days of the date of service by the County upon the Challenging Cities of the fully signed Expedited Rate Determination Stipulation, the County and the Challenging Cities shall jointly ITEM 7.5
make ex parte application to the Orange County Superior Court in the Action for the issuance of an order reflecting the procedural requirements and timelines contained in the Expedited Rate Determination Stipulation, provided however, the timelines may be adjusted by the Court as it deems may be needed for its convenience. As part of such ex parte application, the County and the Challenging Cities shall expressly seek to confirm with the Orange County Superior Court the briefing schedule, and request a hearing date (effectively a trial date) in accordance with the procedures set forth in this Section 4.2(J).
(5) Within ten (10) days of the date of service by the County upon the Challenging Cities of the answer in the Expedited Rate Determination, the Challenging Cities shall file with the Court and electronically serve upon County Counsel the Challenging Cities’ opening brief and the Record in the Expedited Rate Determination. The opening brief shall not exceed 15 pages in length. The Record shall consist of, and be limited to, the record of the proceedings before the Board of Supervisors with respect to the adjustment of the Contract Rate, including but not limited to the County Report and the City Report prepared by each or any of the Challenging Cities pursuant to Section 4.2(I), any materials filed or lodged with the Board of Supervisors and the Orange County Waste Management Commission in connection with its decision, the transcript of the proceedings of the Board of Supervisors meeting(s), and the Orange County Waste Management Commission, the minutes of the Board of Supervisors and the Orange County Waste Management Commission meeting, and the resolution and/or other documentation evidencing the action by the Board of Supervisors and the Orange County Waste Commission to adjust the Contract Rate pursuant to Section 4.2(A) or (B). The record shall also include the most recent reports prepared pursuant to Sections 4.6 and

4.7. The Expedited Rate Determination shall be decided solely on the evidence in the Record, and no extrinsic evidence shall be submitted to or considered by the Court.
(6) Within ten (10) days of service by the Challenging Cities of their opening brief and the Record, the County shall file and electronically serve upon the Challenging Cities’ Counsel the County’s opposition brief. The opposition brief shall not exceed 15 pages in length. (7) Within five (5) days of service by the County upon the Challenging Cities of the opposition brief, the Challenging Cities may file and electronically serve upon County Counsel a reply rebuttal brief, which shall not exceed 10 pages in length.
(8) The trial of the Expedited Rate Determination shall be conducted as a law and motion hearing, similar to a hearing on a writ, which shall be conducted at the date set by the Court in connection with the ex parte application conducted pursuant to Section 4.2(J)(4), or such other date and time ordered by the Court. If the Court requests the parties to prepare supplemental briefs in response to any question or issue raised by the Court, the parties may do so.
(9) The standard of review for the Expedited Rate Determination shall be the preponderance of the evidence based upon the Record. The burden of proof shall be borne by the Challenging Cities, and the burden of proof shall be the same as with respect to a plaintiff in a damages action for breach of contract. Both parties have participated in the drafting of this Agreement. Accordingly, nothing set forth in this Agreement shall be interpreted or construed for or against either of the parties as a consequence of their participation in the drafting of this Agreement.
(10) The Court shall be advised that the Parties request that it issue a written statement of decision and enter judgment within thirty (30) days of the date of the hearing in the Expedited Rate Determination, although the Parties recognize that the Court has discretion to act as it deems appropriate in accord with applicable laws in connection with the timing thereof.
(11) If the Court determines that any portion of the County’s adjusted Contract Rate which is the subject of the Expedited Rate Determination was improperly imposed, the County shall, within thirty (30) days of the date of the statement of decision, reimburse to the City the amount improperly imposed, together with interest calculated at the Overdue Rate. If agreed by the Parties, as an alternative such reimbursement may be made in the form of a reduction in the Contract Rate for a future period (not to exceed twelve (12) months), applied in a manner such that it provides full reimbursement of the amounts described above (including the Overdue Rate, to be applied consistent with provisions of Section 7.14 hereof.)
(12) In the event that the Court does not sign the order contained in the Expedited Rate Determination Stipulation and set the matter for disposition as contemplated herein, the County and the Challenging ITEM 7.5
Cities shall, within twenty (20) days following the issuance of the Court’s order or decision not to do so and thereby honor the parties’ stipulation, make application to the Orange County Superior Court for an expedited hearing or trial date. The Challenging Cities and the County shall be bound by all of the requirements and restrictions set forth in Section 4.2(J) that are not in conflict with this paragraph (12). In this regard, and without limiting the foregoing, the only evidence to be presented at the hearing or trial shall be the Record, no testimony shall be presented at the hearing or trial; and both the County and the Challenging Cities waive all rights to a jury trial, to any reconsideration of the decision of the Court, to a new trial after the Court renders a decision, and to any appeal or review of the decision of the Court.

SECTION 4.3 RESPONSIBILITY FOR PAYMENT OF THE CONTRACT RATE, AND OTHER AMOUNTS DUE.
(A) Payment by City. In the event and to the extent (1) the City uses municipal collection forces directly for the haulage of Controllable Waste to the Waste Infrastructure System or (2) the City uses non-municipal Franchise Haulers for collection but nonetheless elects to pay the Contract Rate and other amounts due from City revenues, the City, as its own Franchise Hauler, shall have direct responsibility for payment of the Contract Rate and other amounts due, and shall take all such budgetary, appropriation and other action as may be necessary to provide for the timely payment of the Contract Rate and other amounts due. Such action may include, depending upon the means authorized by the City to provide for such payment, the levy and collection of general or special taxes, the imposition of benefit assessments, or the collection of user fees, generator charges or other similar impositions for municipal solid waste disposal. The City shall use best efforts in accordance with Applicable Law to levy and impose all such taxes, assessments, fees or charges, and will take all steps, actions and proceedings for the enforcement, collection and payment of all such amounts which shall become delinquent, to the full extent permitted by Applicable Law.
(B) Payment by Franchise Haulers. With respect to Controllable Waste delivered by Franchise Haulers on behalf of City other than City municipal collection forces, the obligation to pay the Contract Rate and other amounts due shall rest with such Franchise Haulers. Franchise Hauler shall pay the Contract Rate or other amounts due or any portion thereof when due. In the event of any such failure by Hauler, the County and the City shall cooperate with each other and use their best efforts to obtain timely payment from Franchise Hauler. Such efforts by the County may include, as appropriate, requiring cash payments for disposal rights from such Franchise Hauler and bringing a legal proceeding for payment and damages. Such efforts by the City may include, as appropriate, legal proceedings to suspend, revoke or terminate the Franchise Hauler’s franchise, permit or license rights. (C) Disputes. If the City or the Franchise Hauler disputes any amount billed by the County in any Billing Statement, the City or the Franchise Hauler shall nonetheless pay the billed amount and shall provide the County with written objection within thirty (30) days of the receipt of such Billing Statement indicating the amount that is being disputed and providing all reasons then known to the City or the Franchise Hauler for any objection to or disagreement with such amount. If the City or the Franchise Hauler and the County are not able to resolve such dispute within thirty (30) days after the City’s or the Franchise Hauler’s objection, either party may pursue appropriate legal remedies.

SECTION 4.4 BILLING OF THE CONTRACT RATE OR OTHER AMOUNTS DUE. The County shall continue to bill Contract Rates and other amounts due after the Commencement Date, in the same manner as it has customarily billed tipping fees. Subject to the other provisions of this Agreement, the County shall have the right to modify or amend such manner of billing on reasonable notice to affected parties.

SECTION 4.5 RESTRICTED RESERVES. For purposes of this Agreement, “Restricted Reserves” means cash and other reserves of the Waste Infrastructure System which are restricted to specific uses or are otherwise being reserved by the County to meet its obligations hereunder throughout the term of the Agreement with respect to the Waste Infrastructure System pursuant to any Applicable Law, contract, adopted budget, budgetary policy of the County with respect to the Waste Infrastructure System, or other arrangement. Such cash and other reserves are not required to be deposited in separate accounts or funds in order to constitute “Restricted Reserves” hereunder, and may be commingled with Unrestricted Reserves or other funds of the County attributable to the Waste Infrastructure System. “Restricted Reserves” shall include, but not be limited to, the following:
(i) reserves for closure of components of the Waste Infrastructure System to the extent required by Applicable Law;
ITEM 7.5
(ii) amounts reserved by the County for funding of post closure maintenance and monitoring with respect to components of the Waste Infrastructure System; (iii) reserves established to protect the Waste Infrastructure System against the adverse financial impact of potential decreases in waste deliveries pursuant to Section 4.2(B); (iv) amounts reserved to pay the costs of capital improvements with respect to the Waste Infrastructure System;
(v) amounts funded from revenues during the early years of the term of the Agreement reserved to enable the County to provide disposal servicesfor the Contract Rate during the later years of the Agreement; (vi) amounts temporarily held by the County prior to payment to the State or other Governmental Bodies pursuant to Applicable Law (including any fees or charges payable to CalRecycle); (vii) reserves required to meet bond covenants pursuant to financing agreements for Waste Infrastructure System assets to the extent such amounts must be legally separate and distinct from other reserves identified in this Section;
(viii) security deposits from landfill deferred payment program users; (ix) amounts held by the County in the Environmental Fund (provided, however, that such amounts in the Environmental Fund will be made available and used by the County if required to pay costs relating to environmental remediation or other related costs);
(x) AB 939 surcharges;
(xi) amounts held by the County in the Corrective Action Fund held pursuant to CCR Title 27 to demonstrate financial assurance to pay for potential groundwater contamination; and (xii) an amount equal to three (3) months of budgeted expenses for the Disposal System for the current fiscal year, representing working capital of the Disposal System.

SECTION 4.6 AUDITED FINANCIAL STATEMENTS. The County shall annually, on or before January 1 each year, prepare or cause to be prepared and have on file for inspection an annual report for the preceding Contract Year, accompanied by a certificate of an independent public accountant or of the County Auditor and Controller as to the examination of the financial statements therein (describing such statements as fairly presenting the information therein in conformity with generally accepted accounting principles) relating to the Waste Infrastructure System, services, and the fiscal activities of the OC Waste Disposal Enterprise Fund, and including statements in reasonable detail of the financial condition of the OC Waste Disposal Enterprise Fund as of the end of the Contract Year and revenue and expenses for the Contract Year.

SECTION 4.7 ANNUAL UPDATE OF TEN-YEAR FINANCIAL PROJECTION. The County shall annually, on or before May 1 of each year, prepare or cause to be prepared, an updated Ten-Year Financial Projection for the Waste Infrastructure System. Said Financial Projection shall include at least two full years of prior actual data and ten years of future projections including the following elements:

1. County Acceptable Waste, in tons;

2. Imported Acceptable Waste, in tons;

3. Revenues and expenditures;

4. Cash fund balances, including all monies in the County Solid Waste Enterprise Fund, with specific delineation of monies in the Environmental Fund, Restricted Reserves, Unrestricted Reserves, and all other funds of the System; and

5. Projected liabilities for closure and post closure as well as reasonable reserves for ITEM 7.5
other environmental costs.

The purpose of the Ten-Year Financial Projection is to keep the City fully informed about the future financial condition of the Waste Infrastructure System. The County shall cause a copy of the Ten-Year Financial Projection to be delivered to the City Manager/General Manager of the City no later than May 1 of each year. Upon request, the County shall make available to the Cities supporting information related to the ten-year financial projection Within thirty (30) calendar days of finalizing each annual update of the Ten-Year Projection, County shall transmit the Ten-Year Projection via email to the City and OCCMA. If requested by the City or OCCMA, the County shall reasonably respond to requests from the City and/or OCCMA for additional information including, but not limited to, requests to meet and discuss the updated Ten-Year Projections at the next regularly scheduled OCCMA meeting or other forum mutually agreed to by the County and OCCMA.

ARTICLE V

BREACH, ENFORCEMENT AND TERMINATION
SECTION 5.1 BREACH. The Parties agree that in the event either Party breaches any obligation under this Agreement or any representation made by either Party hereunder is untrue in any material respect, the other Party shall have the right to take any action at law or in equity (including actions for injunctive relief, mandamus and specific performance) it may have to enforce the payment of any amounts due or the performance of any obligations to be performed hereunder. Neither Party shall have the right to terminate this Agreement except as provided in Section 5.2 and Section 5.3 hereof or as otherwise provided in this Agreement.

SECTION 5.2 CITY CONVENIENCE TERMINATION. The City shall have the right to terminate this Agreement in its sole discretion, for its convenience and without cause at any time during the Term hereof upon ninety (90) days’ written notice to the County. If the City exercises its rights to terminate the Agreement pursuant to this Section, the City shall pay the County a termination fee equal to the Contract Rate in effect at the time of such termination (or any higher rate with respect to which the County has provided notice pursuant to Section 4.2) multiplied by the number of tons of City Acceptable Waste delivered to the Disposal System during the preceding twelve (12) months (or, if the City had been in breach of the Waste Disposal Covenant during such prior months, such amount as would have been delivered if the City had complied with the Waste Disposal Covenant), multiplied by the number of years remaining in the Term of the Agreement.

SECTION 5.3 TERMINATION.
(A) By City. Except as expressly provided herein, the City shall have no right to terminate this Agreement for cause except in the event of the failure or refusal by the County substantially to perform any material obligation under this Agreement unless such failure or refusal is excused by an Uncontrollable Circumstance; except that no such failure or refusal shall give the City the right to terminate this Agreement for cause under this subsection unless:
(1) The City has given prior written notice to the County stating that a specified failure or refusal to perform exists which will, unless corrected, constitute a material breach of this Agreement on the part of the County and which will, in its opinion, give the City the right to terminate this Agreement for cause under this subsection unless such breach is corrected within a reasonable period of time, and (2) The County has neither challenged in an appropriate forum (in accordance with Section 5.5) the City’s conclusion that such failure or refusal to perform has occurred or constitutes a material breach of this Agreement nor corrected or diligently taken steps to correct such breach within a reasonable period of time not more than ninety (90) days from the date of the notice given pursuant to clause (1) of this subsection (but if the County shall have diligently taken steps to correct such breach within such reasonable period of time, the same shall not constitute a breach giving rise to the right of termination for as long as the County is continuing to take such steps to correct such breach).
(B) By County. Except as expressly provided herein, the County shall have no right to terminate this Agreement for cause except in the event of the failure or refusal by the City or its Franchise Hauler to substantially perform any material obligation under this Agreement unless such failure or refusal is excused by an Uncontrollable Circumstance; except that no such failure or refusal shall give the County the right to terminate this Agreement for ITEM 7.5
cause under this subsection unless:
(1) The County has given prior written notice to the City stating that a specified failure or refusal to perform exists which will, unless corrected, constitute a material breach of this Agreement on the part of the City and which will, in its opinion, give the County right to terminate this Agreement for cause under this subsection unless such breach is corrected within a reasonable period of time, and (2) The City has neither challenged in an appropriate forum (in accordance with Section 5.5) the County’s conclusion that such failure or refusal to perform has occurred or constitutes a material breach of this Agreement nor corrected or diligently taken steps to correct such breach within a reasonable period of time not more than ninety (90) days from the date of the notice given pursuant to clause (1) of this subsection (but if the City shall have diligently taken steps to correct such breach within such reasonable period of time, the same shall not constitute a breach giving rise to the right of termination for as long as the City is continuing to take such steps to correct such breach).

SECTION 5.4 NO WAIVERS. No action of the County or the City pursuant to this Agreement (including, but not limited to, any investigation or payment), and no failure to act, shall constitute a waiver by either Party of the other Party’s compliance with any term or provision of this Agreement. No course of dealing or delay by the County or the City in exercising any right, power or remedy under this Agreementshall operate as a waiver thereof or otherwise prejudice such Party’s rights, powers and remedies. No single or partial exercise of (or failure to exercise) any right, power or remedy of the County or the City under this Agreement shall preclude any other or further exercise thereof of the exercise of any other right, power or remedy.

ARTICLE VI
TERM
SECTION 6.1 EFFECTIVE DATE AND TERM.
(A) Initial Term. This Agreement shall become effective, shall be in full force and effect and shall be legally binding upon the City and the County from the Contract Date and shall continue in full force and effect until June 30, 2036, unless earlier terminated in accordance with its terms, in which event the Term shall be deemed to have expired as of the date of such termination.
(B) Option to Renew. This Agreement shall be subject to renewal by mutual agreement of the Parties, on or before June 30, 2036 for an additional term of ten (10) years (the “Renewal Term”) on the same terms and conditions as are applicable during the Initial Term hereof or on amended terms as may be mutually agreed to by the Parties. The City shall give the County written notice of its election to renew this Agreement on or before June 30, 2035. If the parties do not execute a renewal of this Agreement prior to June 30, 2036 it shall expire. (C) Contract Rate During Renewal Term. In connection with the parties’ right to renew this Agreement for an additional ten-year term pursuant to Section 6.1(C), the parties shall, on or before January 31, 2036 negotiate an applicable change in the Contract Rate for such renewal term. In determining any revisions to the Contract Rate to be applicable during any renewal period, in addition to the circumstances described in Section 4.2(A), the parties may take into consideration the following parameters, including but not limited to:
(i) actual cost of operations;
(ii) population growth;
(iii) increase or decrease in available tonnage;
(iv) economic and disposal market conditions in the Southern California region; (v) new regulatory requirements;
(vi) Changes in Law;
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(vii) changes in transportation and technology;
(viii) closure and expansion of nearby landfills;
(ix) capacity of the Disposal System;
(x) provision of new and/or expanded services; and
(xi) available reserves which are in excess of the amount reasonably required as reserves.
(D) Survival; Accrued Rights. The rights and obligations of the parties hereto pursuant to Sections 3.1(E)(2), 5.1, 5.3, 7.2, 7.3, 7.6, 7.7, 7.8, and 7.9 hereof shall survive the termination or expiration of this Agreement, and no such termination or expiration shall limit or otherwise affect the respective rights and obligations of the parties hereto accrued prior to the date of such termination or expiration. At the end of the Term of this Agreement, all other obligations of the parties shall terminate.

SECTION 6.2 COMMENCEMENT DATE.
(A) Obligations of the Parties Prior to the Commencement Date. The Parties acknowledge that the Agreements may be executed and delivered on different dates and that, except as provided in thissubsection, neither the County nor the City shall be obligated to perform its obligations hereunder until the Participation Threshold provided herein has been met and the other conditions to the occurrence of the Commencement Date have occurred.

Prior to the Commencement Date, each Party hereto shall at its own expense exercise good faith and due diligence and take all steps within its reasonable control in seeking to satisfy the conditions to the Commencement Date set forth herein as soon as reasonably practicable. The County and the City, each at its own expense, shall cooperate fully with each other and the other Participating Cities in connection with the foregoing undertaking. Until the Commencement Date occurs, the Original WDAs shall remain in full force and effect until they expire or are terminated. (B) Condition to the Commencement Date. The Commencement Date for the Agreement shall be the date on which Participating Cities reach the Participation Threshold. Unincorporated County is assumed to be a Participating City for the purposes of determining the Commencement Date in accordance with this Section 6.2(b) and Appendix 1 of this Agreement.
(C) Satisfaction of Condition and Commencement Date. Upon the satisfaction or waiver of the condition to the Commencement Date, the County shall give written notice thereof to the Cities which have theretofore executed Agreements. The parties shall thereupon hold a formal closing acknowledging the satisfaction or waiver of the condition to the Commencement Date, certifying that the Commencement Date has occurred and designating the Participating Cities. Copies of all of the documents or instruments constituting or evidencing satisfaction of the Commencement Date conditions shall be furnished to each party prior to or on the Commencement Date. (D) Newly Incorporated Cities. Any city within Orange County which becomes incorporated after the Commencement Date shall upon request be offered the opportunity by the County to become a Participating City on substantially the same terms and conditions as this Agreement. (E) Failure of Condition. If by June 30, 2026, or such later date as the County may agree, the condition to the Commencement Date specified in this Section is not satisfied, either party hereto may, by notice in writing to the other party, terminate this Agreement. Neither party shall be liable to the other for the termination of this Agreement pursuant to this subsection, and each of the parties shall bear its respective costs and expenses incurred in seeking to satisfy the condition to the Commencement Date.

ARTICLE VII

GENERAL PROVISIONS
SECTION 7.1 OPERATION AND MAINTENANCE OF THE WASTE INFRASTRUCTURE SYSTEM.

The County, at its cost and expense through the County Solid Waste Enterprise Fund, shall at all times operate, or caused to be operated, the Waste Infrastructure System in accordance with Applicable Law and the operating rules and regulations of the Department and other applicable regulatory agencies.

ITEM 7.5
SECTION 7.2 UNCONTROLLABLE CIRCUMSTANCES GENERALLY.
(A) Performance Excused. Except as otherwise specifically provided in this Agreement, neither the County nor the City shall be liable to the other for any failure or delay in the performance of any obligation under this Agreement (other than any payment at the time due and owing) to the extent such failure or delay is due to the occurrence of an Uncontrollable Circumstance.
(B) Notice, Mitigation. The Party experiencing an Uncontrollable Circumstance shall notify the other Party by telecommunication or telephone and in writing, on or promptly after the date the Party experiencing such Uncontrollable Circumstance first knew of the commencement thereof, followed within fifteen (15) days by a written description of (1) the Uncontrollable Circumstance and the cause thereof (to the extent known), (2) the date the Uncontrollable Circumstance began and the cause thereof, its estimated duration, the estimated time during which the performance of such Party’s obligations hereunder will be delayed, (3) the estimated amount, if any, by which the Contract Rate may need to be adjusted as a result of such Uncontrollable Circumstance, (4) its estimated impact on the other obligations of such Party under this Agreement and (5) potential mitigating actions which might be taken by the County or City and any areas where costs might be reduced and the approximate amount of such cost reductions. Each Party shall provide prompt written notice of the cessation of such Uncontrollable Circumstance. Whenever such act, event or condition shall occur, the Party claiming to be adversely affected thereby shall, as promptly as reasonably possible, use its best efforts to eliminate the cause therefor, reduce costs and resume performance under this Agreement. In addition, with respect to Changes in Law, the County shall diligently contest any such changes the imposition of which would have a material adverse impact on the Waste Infrastructure System. While the delay continues, the County or City shall give notice to the other Party, before the first day of each succeeding month, updating the information previously submitted.
(C) Impact on Contract Rate. If and to the extent that Uncontrollable Circumstances interfere with, delay or increase the cost to the County of meeting its obligations hereunder and providing Waste Infrastructure Services to the Participating Cities in accordance herewith, the County shall be entitled to an increase in the Contract Rate as provided in Section 4.2 herein or an extension in the schedule for performance equal to the amount of the increased cost or the time lost as a result thereof. The proceeds of any insurance available to meet any such increased cost shall be applied to such purpose prior to any determination of cost increases payable under this subsection. Any cost reductions achieved through the mitigating measures undertaken by the County pursuant to subsection 7.2(B) hereof upon the occurrence of an Uncontrollable Circumstance shall be reflected in a reduction of the amount by which the Contract Rate would have otherwise been increased or shall serve to reduce the Contract Rate to reflect such mitigation measures, as applicable.

SECTION 7.3 INDEMNIFICATION. To the extent permitted by law, the County agrees that, it will protect, indemnify, defend (with counsel selected by County) and hold harmless the City from and against all Loss-andExpense arising from the City’s activity as an “arranger” (for purposes of and as such term is defined under CERCLA or comparable State statutes) of municipal solid waste disposal pursuant to this Agreement. In the event the City shall determine for any reason, other than a disabling conflict of interest, that it wishes to be defended by legal counsel other than the legal counsel provided by the County, the cost of providing such legal counsel shall be the City’s sole responsibility. Any costs incurred by the County pursuant to this Section shall be considered an Uncontrollable Circumstance cost and the County shall be entitled to adjust the Contract Rate as provided in subsection 4.2(A) herein.

The County shall not, however, be required to indemnify or defend the City from and against all Loss-and-Expense arising from any willful, knowing, illegal or negligent disposal of hazardous waste (other than incidental amounts of Household Hazardous Waste commonly found in municipal solid waste and permitted to be disposed in Class III landfills under RCRA) which violates the County’s landfill permits or Applicable Law. The parties agree that this provision constitutes an indemnity under CERCLA (to the extent of the specific provisions of this Section). The parties acknowledge that this subsection is not intended to and does not create any obligation on the part of the County to provide any indemnification or defense to any Franchise Hauler, whether franchised or not, or any Independent Hauler or Transfer Station, under any circumstances. The City acknowledges the County’s legitimate interest in actively participating in any defense, litigation or settlement, whether the County or the City provides legal counsel and shall, as a condition to County’s provision of this indemnity, coordinate and cooperate fully with the County in the defense of any claims to which this Section applies.

SECTION 7.4 RELATIONSHIP OF THE PARTIES. Neither party to this Agreement shall have any responsibility whatsoever with respect to services provided or contractual obligations or liabilities assumed by the ITEM 7.5
other party hereto, whether accrued, absolute, contingent or otherwise, or whether due or to become due. The County is an independent contractor of the City and nothing in this Agreement shall be deemed to constitute either party a partner, agent or legal representative of the other party or to create any fiduciary relationship between the parties.

SECTION 7.5 LIMITED RECOURSE.
(A) To the City. No recourse shall be had to the general funds or general credit of the City for the payment of any amount due the County hereunder, or the performance of any obligation incurred hereunder, including any Loss-and-Expense of any nature arising from the performance or non-performance of the City’s obligations hereunder. If the City maintains a City Solid Waste Enterprise Fund with at least one year’s anticipated costs for disposal and processing of City Acceptable Waste the sole recourse of the County for all such amounts shall be to the funds held in any such City Solid Waste Enterprise Fund. All amounts held in any City Solid Waste Enterprise Fund shall be held for the uses permitted and required thereby, and no such amounts shall constitute property of the County. The City shall make adequate provision in the administration of any City Solid Waste Enterprise Fund for the payment of any amount or the performance of any obligation which may be due hereunder. (B) To the County. No recourse shall be had to the general funds or general credit of the County for the payment of any amount due the City hereunder, or the performance of any obligation incurred hereunder, including any Loss-and-Expense of any nature arising from the performance or non-performance of the County’s obligations hereunder. The sole recourse of the City for all such amounts shall be to the funds held in the County Solid Waste Enterprise Fund in accordance with the terms of this Agreement. All amounts held in the County Solid Waste Enterprise Fund shall be held for the uses permitted and required thereby, and no such amountsshall constitute property of the City. The County shall make adequate provision in the administration of the County Solid Waste Enterprise Fund for the payment of any amount or the performance of any obligation which may be due hereunder.

SECTION 7.6 PRE-EXISTING RIGHTS AND LIABILITIES. Nothing in this Agreement is intended to affect, release, waive or modify any rights, obligations or liabilities which any Party hereto may have to or against the other Party as of the Contract Date relating to the receipt of Acceptable Waste in the Waste Infrastructure System or any other related matter.

SECTION 7.7 NO VESTED RIGHTS. The City shall not acquire any vested property, license or other rights in the Waste Infrastructure System by reason of this Agreement.

SECTION 7.8 LIABILITY FOR COLLECTION, TRANSPORTATION AND PROCESSING. Any liability incurred by the City as a result of collecting, transporting or processing of Acceptable Waste, or as a result of causing, franchising, permitting, licensing, authorizing or arranging any of the foregoing, shall be the sole liability of City, except as expressly otherwise provided herein.

SECTION 7.9 NO CONSEQUENTIAL OR PUNITIVE DAMAGES. In no event shall either Party hereto be liable to the other or obligated in any manner to pay to the other any special, incidental, consequential, punitive or similar damages based upon claims arising out of or in connection with the performance or non- performance of its obligations or otherwise under this Agreement, or the material inaccuracy of any representation made in this Agreement, whether such claims are based upon contract, tort, negligence, warranty or other legal theory.

SECTION 7.10 AMENDMENTS. Neither this Agreement nor any provision hereof may be changed, modified, amended or waived except by written agreement duly authorized and executed by both Parties.

SECTION 7.11 NOTICE OF LITIGATION. Each Party shall deliver written notice to the other of any Legal Proceeding to which it is a party and which questions the validity or enforceability of this Agreement executed by the City or the County or any Legal Entitlement issued in connection herewith.

SECTION 7.12 FURTHER ASSURANCES. At any and all times the City and the County so far as may be authorized by law shall pass, make, do, execute, acknowledge and deliver any and every such further resolutions, acts, deeds, conveyances, instruments, assignments, transfers and assurances as may be necessary or reasonably requested by the other in order to give full effect to this Agreement.

SECTION 7.13 ASSIGNMENT OF AGREEMENT.

ITEM 7.5
(A) Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either Party hereto without the prior written consent of the other Party, which may be withheld in the other Party’s sole discretion. Notwithstanding the foregoing, either Party may assign this Agreement to another public entity, subject to the reasonable consent of the other party. In such circumstances the Party not requesting the assignment shall have the right to demand assurances of the financial, technical and legal ability of the proposed assignee to undertake the responsibilities and obligations of the assigning Party. (B) Sale. The County shall not enter into any agreement for the sale of the Waste Infrastructure System which provides for an effective date for such sale prior to the termination of this Agreement.

SECTION 7.14 INTEREST ON OVERDUE OBLIGATIONS. Except as otherwise provided herein, all amounts due hereunder, whether as damages, credits, revenue or reimbursements, that are not paid when due shall bear interest at the Overdue Rate on the amount outstanding from time to time, on the basis of a 365-day year, counting the actual number of days elapsed, and all such interest accrued at any time shall, to the extent permitted by Applicable Law, be deemed added to the amount due, as accrued.

SECTION 7.15 BINDING EFFECT. This Agreement shall bind and inure to the benefit of the Parties hereto and any successor or assignee acquiring an interest hereunder consistent with the provisions of Section 7.13 hereof.

SECTION 7.16 NOTICES. Any notice or communication required or permitted hereunder shall be in writing and sufficiently given if delivered in person or sent by certified or registered mail, postage prepaid, to the notice address of the respective Parties set forth on the cover page of this Agreement. Changes in the respective addresses to which such notices may be directed may be made from time to time by any Party by notice to the other Party.

Section 7.17 ATTORNEYS FEES. In any action or proceeding to enforce or interpret any provision of this Agreement, each Party shall bear their own attorney’s fees, costs and expenses.

Signature Page to Follow
ITEM 7.5
IN WITNESS WHEREOF, COUNTY and CITY have caused this Agreement to be executed by their duly authorized officers or representatives as of the day and year first above written.

COUNTY OF ORANGE
Date By
Director, OC Waste & Recycling
APPROVED AS TO FORM:

COUNTY COUNSEL

ORANGE COUNTY, CALIFORNIA
By
Date
Date By
Annie McCary
City Representative
City of Laguna
Woods
APPROVED AS TO FORM:

By
City Attorney
Date
ITEM 7.5
APPENDIX 1

ESTIMATED ANNUAL TONNAGE
ITEM 7.5
APPENDIX 1

PERCENTAGE OF COUNTY ACCEPTABLE WASTE ATTRIBUTABLE TO PARTICIPATING CITIES FOR PURPOSE OF SECTIONS 3.6(F) AND 6.2(b)
Jurisdiction Percentage of County
Acceptable Waste
Aliso Viejo 0.82%
Anaheim 14.78%
Brea 2.62%
Buena Park 1.02%
Costa Mesa/Costa Mesa Sanitary District (2) 3.41%
Cypress 0.85%
Dana Point 1.33%
Fountain Valley 1.63%
Fullerton 4.08%
Garden Grove Sanitary District (Garden Grove) 4.74%
Huntington Beach 5.91%
Irvine 9.64%
La Habra 1.72%
La Palma 1.27%
Laguna Beach 1.18%
Laguna Hills 0.89%
Laguna Niguel 1.44%
Laguna Woods 0.28%
Lake Forest 2.14%
Los Alamitos 0.33%
Midway City Sanitary District (Westminster) 2.47%
Mission Viejo 2.33%
Newport Beach 3.58%
Orange 5.25%
Placentia 1.39%
Rancho Santa Margarita 1.03%
San Clemente 2.43%
San Juan Capistrano 2.93%
Santa Ana 9.45%
Seal Beach 0.52%
Stanton 1.47%
Tustin 2.04%
Unincorporated Orange County (1) 3.19%
Villa Park 0.16%
Yorba Linda 1.68%
Total 100%
(1) Unincorporated County Area is assumed to be a Participating City for the purposes of determining the Commencement Date in accordance with Section 6.2(b) of this Agreement. For the distribution of Net Import Revenues, the County of Orange shall receive 50% of any Net Import Revenues received in accordance with Section 3.6(F)(2)(i) of this Agreement. The County of Orange shall also receive the Unincorporated Area distribution set forth in this Appendix 1, as periodically modified in accordance with Section 3.6(F)(2)(ii) of this Agreement. (2) The City of Costa Mesa and the Costa Mesa Sanitation District have separate WISE Agreements. Costa Mesa Sanitation District Acceptable Waste tonnage is based on City of Costa Mesa Acceptable Wate tonnage and Importation Revenue is calculated based on City of Costa Mesa Acceptable Waste tonnage delivered to the Waste Infrastructure System.

ITEM 7.5
(3) NOTE: A participating City will only be included for purposes of determining the Commencement Date upon (i) execution of a WISE Agreement by that Participating City and (ii) execution of a Hauler Acknowledgement(s) by the Franchise Hauler(s) operating within such Participating City.

ITEM 7.5
APPENDIX 2

CUMULATIVE TONNAGE
ITEM 7.5
APPENDIX 2
Cumulative County Acceptable Waste Tonnage Target to be Used for Purposes of Section 4.2(B)
Fiscal Year
(Ending June 30)
County Acceptable Waste
Tonnage
Cumulative County Acceptable
Waste Tonnage
2026 3,343,282 3,343,282
2027 3,278,595 6,621,877
2028 3,029,924 9,651,801
2029 2,982,454 12,634,255
2030 2,411,983 15,046,238
2031 2,261,201 17,307,439
2032 2,225,152 19,532,591
2033 2,181,838 21,714,429
2034 2,187,041 23,901,470
2035 2,219,362 26,120,832
2036 2,224,792 28,345,624
ITEM 7.5
APPENDIX 3

CUMULATIVE CAPITAL COSTS
ITEM 7.5
APPENDIX 3

CUMULATIVE CAPITAL COSTS
to be Used
for Purposes of Section 4.2(A)vi
Fiscal Year
(Ending June 30) Annual Capital Costs Cumulative Capital Costs 2026 $72,599,664 $72,599,664
2027 $79,950,000 $152,549,664
2028 $155,135,000 $307,684,664
2029 $136,185,000 $443,869,664
2030 $41,171,500 $485,041,164
2031 $16,745,000 $501,786,164
2032 $18,165,000 $519,951,164
2033 $36,605,000 $556,556,164
2034 $30,100,000 $586,656,164
2035 $1,510,000 $588,166,164
2036 $25,000,000 $613,166,164
ITEM 7.5
APPENDIX 4

FRANCHISE HAULER ACKNOWLEDGMENT
ITEM 7.5

FRANCHISE HAULER ACKNOWLEDGMENT
THIS FRANCHISE HAULER ACKNOWLEDGMENT, dated as of_______________(the “Acknowledgment”), and between the __________ (the “City”) and ______________ (the “Franchise Hauler”).

WITNESSETH
WHEREAS, the City and the Franchise Hauler have heretofore entered into an agreement entitled ______________ dated as of_____________ (the “Franchise”); and WHEREAS, the City has issued to the Franchise Hauler a permit, license, approval or other authorization the “Authorization”) which allows the Franchise Hauler to provide solid waste collection services within the City; and WHEREAS, the Franchise [SUBSTITUTE “AUTHORIZATION” THROUGHOUT IF APPLICABLE]] provides for the collection and disposal of certain municipal solid waste as described therein (“Franchise Waste”) generated within the City; and
WHEREAS, the County of Orange (the “County”) owns, manages and operates a Waste Infrastructure System that is permitted to accept or process Acceptable Waste for disposal or diversion; and WHEREAS, the City and the County have heretofore entered into a Waste Infrastructure System Enterprise Agreement (the “WISE Agreement”), dated as of______________; and WHEREAS, the WISE Agreement details responsibilities for disposal of municipal solid waste and may include processing of identified Organic Waste for diversion, generated within the boundaries of the City, and determine that the execution of the WISE Agreement will serve the public health, safety and welfare of the residents of the City and County, by maintaining public ownership and stewardship over the Waste Infrastructure System and providing disposal rate stability, predictable and reliable long-term disposal service, enhanced organics processing to assist the City in meeting its organics diversion requirements, and the continuation of sound environmental management; and WHEREAS, under the WISE Agreement, the County has agreed to provide long-term disposal of all municipal solid waste generated within the City and may also provide for Organic Waste processing under an OSA and the City has agreed to exercise all legal, and contractual power which it possesses from time to time to deliver or cause the delivery of such waste to the Waste Infrastructure System; and WHEREAS, the provisions of the WISE Agreement guarantee capacity for the long term disposal and processing of waste at specified rates generated in the City provide significant benefits to the Franchise Hauler; WHEREAS, notwithstanding any Franchise provisions to the contrary, the Franchise Hauler explicitly acknowledges the aforementioned benefits to the City, the County and the Franchise Hauler in providing for the disposal of all Franchise Waste to the Waste Infrastructure System; and WHEREAS, the City and the Franchise Hauler desire to enter into this Acknowledgment to assure that the City and the Franchise Hauler will be entitled to the benefits of the WISE Agreement and to assure conformity with the waste delivery obligations which have been agreed to by the City under the WISE Agreement through the delivery of waste by the Franchise Hauler to the Waste Infrastructure System; and WHEREAS, the Franchise Hauler’s agreement to deliver Franchise Waste to the Disposal System under this Acknowledgment is given in consideration of the Franchise Hauler’s right to receive the Contract Rate for such disposal and processing as provided in the WISE Agreement.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:

1. Capitalized terms used and not otherwise defined herein are used as defined in the WISE Agreement.

2. The Franchise Hauler hereby waives any right which it may possess under applicable law to contest ITEM 7.5
on any ground, constitutional, statutory, case law, administrative or otherwise, (a) the right, power or authority of the County or the City to enter into or perform their respective obligations under the WISE Agreement, (b) the enforceability against the County or the City of the WISE Agreement, or (c) the right, power or authority of the City to deliver or cause the delivery of all Controllable Waste to the Disposal System in accordance with this Acknowledgment.

3. The City and the Franchise Hauler each hereby represent that this Acknowledgment has been duly authorized by all necessary action of their respective governing bodies.

4. The Franchise Hauler shall deliver or cause to be delivered all Controllable Waste (including all Residue from the processing by any means, wherever conducted, of Controllable Waste), to the Designated Facility in the Waste Infrastructure System/Disposal System, and shall otherwise assist the City in complying with its obligations under the Waste Disposal Covenant in Section 3.1 of the WISE Agreement.

5. Unless expressly authorized by the Department, the Franchise Hauler shall only haul Controllable Waste to the Designated Facility.

6. The Franchise Hauler shall not haul Controllable Waste to any materials recovery facility, composting facility, intermediate processing facility, recycling center, transfer station or other waste handling or management facility unless the contract or other agreement or arrangement between the Franchise Hauler and the operator of such facility is sufficient in the opinion of the County to assure that the Residue from such facility constituting City Acceptable Waste (or Tonnage equivalencies) and the City Acceptable Waste transferred by such facility shall be delivered to the Disposal System in compliance with the Waste Disposal Covenant.

7. The Franchise Hauler shall pay the Contract Rate imposed by the County for the disposal of all Controllable Waste, which rate shall be subject to potential adjustment necessary to reflect the circumstances set forth in the Agreement.

8. Nothing in this Acknowledgment is intended to restrict any right or responsibility explicitly given the Franchise Hauler in any City Franchise Agreement to recycle City Acceptable Waste, except as provided in paragraph 5 above with respect to Residue from any such recycling operations.

9. The obligations of the Franchise Hauler under this Acknowledgment shall apply notwithstanding any provision of the Franchise which may conflict herewith.

10. This Acknowledgment may be enforced by the City by any available legal means. In any enforcement action by the City, the burden of proof shall be on the Franchise Hauler to demonstrate compliance herewith.

11. This Acknowledgment shall be in full force and effect and shall be legally binding upon the City and Franchise Hauler from the date hereof and shall continue in full force and effect until the earlier of (i) the end of the term of the Franchise or (ii) the end of the Term of the WISE Agreement.

12. The City and Franchise Hauler agree that the County shall be an express third-party beneficiary of this Acknowledgment, and shall be entitled to independently enforce the obligations of the Franchise Hauler hereunder.

There shall be no additional third party beneficiaries under this Acknowledgement.

13. The Franchise Hauler agrees to assist the County in verifying tonnage collected by the Franchise Hauler and providing information required by the County. The Franchise Hauler will provide upon request refuse tonnage collected within the County, and outside the County (if relevant to confirming tonnage origination), separated by jurisdiction, by load type (residential, commercial, roll-off box, etc.), and by facility to which it was delivered (specify which landfill or transfer station). Hauler will provide customer service levels and route lists. The Franchise Hauler will cooperate with County audits to verify reported origin of tonnage by making records and personnel available to the County and/or its auditors.

IN WITNESS WHEREOF, the parties have caused this Acknowledgment to be executed by their duly authorized officers or representatives as of day of , ______.

ITEM 7.5
Signature:

Printed Name:

Title:

APPROVED AS TO FORM:

By
City Attorney
Date
(Franchise Hauler)
Signature:

Printed Name:

Title:

ITEM 7.5
Appendix 5

ORGANIC SERVICES AGREEMENT
ITEM 7.5
Appendix 5

ORGANIC SERVICES AGREEMENT
Between

THE COUNTY OF ORANGE, CALIFORNIA
and
__________________________
Dated , 2025
County Authorization Date: City Authorization Date:

County Notice Address:

Director
OC Waste & Recycling
601 N. Ross Street 5th Floor
Santa Ana, CA 92701
City Notice Address:

ITEM 7.5

ORGANIC SERVICES AGREEMENT
THIS ORGANIC SERVICES AGREEMENT (“Organics Agreement” or “OSA”) is made and dated as of the date indicated on the cover page hereof between the County of Orange, a political subdivision of the State of California (the “County”), and the City designated on the cover page of this Agreement (the “City”). County and City may hereinafter be referred to singularly as “Party” or collectively as “Parties.”.

RECITALS
The County owns, manages and operates a Waste Infrastructure System to manage municipal and solid waste generated within the County of Orange or imported from outside the County pursuant to contractual agreements. The Waste Infrastructure System collectively includes active Class III sanitary landfills (“County Landfills”), resource recovery, recycling and organics programs, infrastructure and operations, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County.

A significant portion of municipal solid waste generated within the City historically has been and currently is delivered by such hauler or haulers to the County for disposal in the Disposal System.

Prior to the passage of Organics Legislation, Processed Green Material (“PGM”) could be utilized as Alternative Daily Cover (“ADC”) for landfill operations and qualified for diversion credit. However, passage of Assembly Bill 1594 resulted in PGM used as ADC no longer being eligible for diversion credit starting on January 1, 2020.

In addition to the loss of diversion eligibility for PGM used as ADC, SB 1383 requires a 50% reduction in the disposal of Organic Waste by January 1, 2020 and a 75% reduction of Organic Waste by January 1, 2025. In addition, the law requires 20% of edible food waste be recovered by 2025.

On April 23, 2019, the Orange County Board of Supervisors passed Resolution 19-031 to respond to the State’s increasing landfill diversion requirements and identified the need for additional organic processing infrastructure in the County and directed the Department to develop additional organics recycling infrastructure to support the region in meeting State organic recycling mandates. (See Attachment 4) ITEM 7.5
To respond to Organics Legislation requirements, the County has developed an Organics Infrastructure that is comprised of organic processing facilities to receive and process Organic Waste to support the State’s Organic Legislation goals, promote local recycling, assist local jurisdictions in meeting their organic diversion requirements and correspondingly conserve capacity in the Disposal System.

In their effort to continue the concepts and purposes outlined in the WDAs and respond to Organics Legislation, the City and the County desire to enter into this Organics Agreement, on the terms and conditions set forth herein.

With the exception of the terms and organic specific provisions found in this Organics Agreement, the Parties intend that the provisions of the currently operative WDA and the replacement WISE Agreement that is being negotiated between the County and City are anticipated to become operative on July 1, 2026, be applied to this OSA.

The City has determined that the execution of this Organics Agreement by the City will serve the public health, safety and welfare of the City by providing enhanced organics processing to assist in the City in meeting its Organics Legislation diversion requirements, and the continuation of sound environmental management.

The County has determined that the execution by the County of this Organics Agreement will serve the public health, safety and welfare by providing a stable, predictable and reliable supply of organic material and the resulting service payment revenue to the Organics Infrastructure, thereby enabling the County to plan, manage, operate and finance improvements to the Organics Infrastructure System on a prudent and sound long term, businesslike basis consistent with its legal and regulatory obligations to the State and Federal government.

Official action approving this Organics Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the County on the County authorization date indicated on the cover page hereof.

Official action approving this Organics Agreement and determining it to be in the public interest and authorizing its execution and delivery was duly taken by the City on the City authorization date indicated on the cover page hereof.

It is, therefore, agreed as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION
SECTION 1.1 DEFINITIONS. The definitions provided in the WDA and yet to be executed WISE Agreement shall be incorporated into this Agreement. The following terms shall be added and have the meanings set forth below.
“Acceptable Organic Waste” means Residential Organic Waste that consists of Green Material/Wood Waste, Agricultural Material, Manure, Vegetative Food Material, Food Waste and other organic material as may be authorized under the County’s Compostable Material Handling Permits. “Attachment” means an attachment to this OSA, as the same may be amended or modified from time to time in accordance with the terms hereof.
“CalRecycle” means the California Department of Resources Recycling and Recovery, which is a branch of the California Environmental Protection Agency. CalRecycle oversees the State’s waste management and waste reduction programs. CalRecycle was established in 2010 to replace the California Integrated Waste Management Board and is responsible for the enforcement of legislation and regulations and diversion requirements applicable to the Waste Infrastructure System.
”City Acceptable Organic Waste” means all Acceptable Organic Waste which was originally discarded by the first generator thereof within the geographical limits of the City and Residue Waste from the foregoing wherever produced, whether withing or outside the City.

ITEM 7.5
“City Organic Tonnage Limit” the maximum amount of Controllable Organic Waste that County is committed to accept under the Organic Service Covenant as provided in Attachment 3. “Commencement Date” means the date on which the obligations of the parties hereto commence. “Contract Date” means the first date on which this OSA has been executed by both parties hereto. “Controllable Organic Waste” means all City Acceptable Organic Waste with respect to which the City has the legal or contractual ability to determine the processing location and procurement requirements as they relate to the City’s Organics Legislation compliance requirements.
“Consumer Price Index” or “CPI” means the Consumer Price Index published by the Bureau of Labor Statistics for Al Urban Consumers: Water and Sewer and Trash Collection Services in U.S. City Average (CUSR0000EHG). In the event the forgoing index is no longer published during the term of this Agreement, such other index identified by the Bureau of Labor Statistics as a replacement or otherwise generally accepted as a replacement shall be used for purposes of this Agreement; and, in the absence thereof, the County Board of Supervisors shall select an index that it determines most closely reflects the forgoing and best implements the intent of this Agreement.
“Initial Term” has the meaning specified in Section 5.1(A) hereof. “Manure/Stable Bedding Program” means the programs used by the County to mix source separated uncontaminated horse manure and stable bedding into its Organic Infrastructure to create organic product. Current permit requirements set a maximum percentage of 20% manure/stable bedding (“Material”) by weight of total incoming feedstock. County agreement to accept Material is subject to payment of the Organic Contract Rate, available capacity, and compliance with the terms found in Attachment 2.
“Organic Contract Rate” has the meaning specified in Section 4.2 hereof. “Organic Diversion Credit” means credit provided to a local jurisdiction or entity for implementing the diversion of Organic Waste from landfilling through specific activities recognized by the Department of Resources Recycling and Recovery (CalRecycle) including composting, anaerobic digestion, or other methods to meet the State’s waste diversion goals and statutes such as Assembly Bill 939, Assembly Bill 341, Assembly Bill 1594, Assembly Bill 1826, and SB 1383 through waste prevention, reuse, and recycling. “Organic Infrastructure” means the County’s organics processing facilities and programs used to recycle and promote the processing and diversion of Organic Waste into compost or other material that qualifies as diversion under Applicable Law as described in more detail in Attachment 1. “Organics Legislation” means organics recycling legislation including Assembly Bill 1594, Assembly Bill 1826, SB1383 and any future legislation pertaining to the management and diversion of Organic Waste. “Organic ROWP Procurement Credit” means credit provided to a jurisdiction to meet their Recovered Organic Waste Procurement Target under SB 1383 by procuring Recovered Organic Waste Products as permitted by CalRecycle.
“Organics Agreement” means this Organic Services Agreement (“OSA”) between the County and the City as the same may be amended or modified from time to time in accordance herewith. “Organic Take-Back Goal” means the programs that City and County will work toward to create City programs that have the goal of City taking back its Proportional Share of finished compost or other Recovered Organic Waste Product for local application.
“Organic Waste” means solid wastes containing material originated from living organisms and their metabolic waste products including, but not limited to, food, green material, landscape and pruning waste, organic textiles and carpets, lumber, wood, paper products, printing and writing paper, manure, biosolids, digestate, and sludges as defined in Title 14 of the California Code of Regulations, Section 18982(a)(46).

ITEM 7.5
“Processed Green Material” (“PGM”) as defined in Title 27, California Code of Regulations §20690(b)(3) means any plant material that is either separated at the point of generation, or separated at a centralized facility that employs methods to minimize contamination. Green material includes, but is not limited to, yard trimmings, untreated wood wastes, paper products, and natural fiber products. Green material does not include treated wood waste, mixed demolition or mixed construction debris, manure, or plant waste from the food processing industry, alone or blended with soil. Processed green material may include varying proportions of wood waste from urban and other sources and shall be ground, shredded, screened, source separated for grain size, or otherwise processed. This PGM standard is the standard that Controllable Organic Waste must meet in order to be accepted at County’s Organic Infrastructure under the OSA.
“Proportional Share” means 60% of the weight of Controllable Organic Waste City delivered by City to County’s Organics Infrastructure.
“Recovered Organic Waste Product” or “ROWP” means compost, mulch, renewable energy (transportation fuel, electricity, and gas for heating) from anaerobic digestion, and electricity from biomass conversion. “Recycled City Organic Waste” means any otherwise Controllable Organic Waste which is separated from Acceptable Organic Waste by the generator thereof and composted by generator at home, community gardens or other processing and which is not placed in Franchise Hauler bin for collection. “Renewal Term” has the meaning specified in Subsection 5.1(C) hereof. “Residential Organic Waste” means Acceptable Organic Waste normally disposed of by or collected from residential (single family and multi-family) residences. "Residual Waste” means any contaminants, inert materials, overs, or Acceptable Organic Waste that could not be processed at the Department’s Organic Infrastructure that required to be dispose within the Disposal System. “Waste Disposal Agreement” (“WDA”) means the currently operative agreement between the Parties for the disposal of municipal solid waste that is currently set to expire on June 30, 2026. With the exception of specific or conflicting provisions provided in this Organics Agreement, the Parties agree that the terms found in the WDA shall be applied to the interpretation of this OSA. For the purpose of interpretation of this OSA, the Parties also intend that the WDA be read to include terms such as Controllable Organic Waste, where appropriate. “Waste Infrastructure System” or “Disposal System” means active Class III sanitary landfills (“County Landfills”), closed landfills managed by the County, resource recovery operations, Organics Infrastructure, recycling and organics programs, infrastructure and operations, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County. “Waste Infrastructure System Enterprise Agreement” or “WISE Agreement” means each of the agreement between the parties that is expected to replace the current WDA that is set to expire on June 30, 2026.

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

References Hereto. The terms “hereby”, “hereof”, “herein”, “hereunder”, “herewith”, and any similar terms refer to this Agreement, and the term “hereafter” means after, and the term “heretofore” means before, the Contract Date.

Gender and Plurality. Words of the masculine gender mean and include correlative words of the feminine and neuter genders and words importing the singular number mean and include the plural number and vice versa.

Persons. Words importing persons include firms, companies, associations, general partnerships, limited partnerships, trusts, businesstrusts, corporations and other legal entities, including public bodies, as well asindividuals.

Headings. The table of contents and any headings preceding the text of the Articles, Sections and subsections of this Agreement shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.

ITEM 7.5
No Third Party Beneficiaries. Nothing in this Agreement is intended to confer on haulers or any other person other than the parties hereto and their respective permitted successors and assigns hereunder any rights or remedies under or by reason of this Agreement.

Counterparts. This Agreement may be executed in any number of original counterparts. All such counterparts shall constitute but one and the same Agreement.

Applicable Law and Venue. This Agreement has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Agreement, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and do hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394. Furthermore, the parties specifically agree to waive any and all rights to request that an action be transferred for adjudication to another county.

Severability. If any clause, provision, subsection, Section or Article of this Agreement shall be ruled invalid by any court of jurisdiction, then the parties shall: (1) promptly meet and negotiate a substitute for such clause, provision, subsection, Section or Article which shall, to the greatest extent legally permissible, effect the intent of the parties therein; (2) if necessary or desirable to accomplish item (1) above, apply to the court having declared such invalidity for a judicial construction of the invalidated portion of this Agreement; and (3) negotiate such changes in, substitutions for or additions to the remaining provisions of this Agreement as may be necessary in addition to and in conjunction with items (1) and (2) above to effect the intent of the parties in the invalid provision. The invalidity of such clause, provision, subsection, Section or Article shall not affect any of the remaining provisions hereof, and this Agreement shall be construed and enforced as if such invalid portion did not exist, unless such invalidity frustrates the underlying primary purpose of the Agreement.

ARTICLE II

REPRESENTATIONS AND WARRANTIES
SECTION 2.1 REPRESENTATIONS AND WARRANTIES OF THE CITY. The City represents and warrants that:
(A) Existence. The City is a general law or charter city or a Special District or Sanitary District validly existing under the Constitution and laws of the State. (B) Due Authorization. The City has duly authorized the execution and delivery of this Organics Agreement, and this Organics Agreement has been duly executed and delivered by the City.

SECTION 2.2 REPRESENTATIONS AND WARRANTIES OF THE COUNTY. The County represents and warrants that:
(A) Existence. The County is a political subdivision of the State of California validly existing under the Constitution and laws of the State.
(B) Due Authorization. The County has duly authorized the execution and delivery of this OSA, and this OSA has been duly executed and delivered by the County.

ARTICLE III

DELIVERY AND ACCEPTANCE OF

ORGANIC WASTE AND PROVISION OF

ORGANIC PROCESSING SERVICES
SECTION 3.1 DELIVERY OF ORGANIC WASTE.
(A) Organic Waste Covenant. Subject to the occurrence of the Commencement Date and throughout the Term of this OSA, and subject to available Organic Infrastructure capacity, the City shall exercise all legal and contractual power and authority which it may possess from time to time to deliver or cause the delivery of all Controllable Organic Waste (up to City’s Organic Tonnage Limit as provided in Attachment 3) to the Waste ITEM 7.5
Infrastructure System in accordance with the terms of this OSA. (B) Recycled City Organic Waste.

1. Non-Mandatory Organic Waste City Programs: The parties hereto acknowledge the responsibility of the City to meet its own recycling and landfill diversion goals contained in the Act and Organics Legislation.

Nothing in this Agreement is intended or shall be interpreted to prohibit or impair the ability of the City to meet such responsibilities, or to restrict the right of the residents, businesses or organizations in the City to practice source separation, recycling, composting or other materials recovery activities, or to restrict the right of the City to conduct, sponsor, encourage or require such activities in any form. No reduction in the amount of Controllable Organic Waste generated in the City and delivered to the Organic Infrastructure by or on behalf of the City which may result from any such source separation or recycling program shall cause the City any liability hereunder (other than potential adjustment to the Organic Contract Rate as may be negotiated by the Parties as authorized under this OSA, and shall not constitute a breach of this Agreement.)

2. Mandatory Organic Waste City Collection Programs: City shall provide data and information to County regarding City’s mandatory Organic Waste collection programs including but not limited to the tonnage of organics collected by the City for diversion under this OSA. The information will be used to provide education and outreach for participation with the goal of minimizing contamination and increasing diversion. (C) Organic Diversion Credit. City shall receive Organic Diversion Credit for City’s Controllable Organic Waste minus any Residual Waste delivered by City and accepted by County and processed into Recovered Organic Waste Product at the County’s Organic Infrastructure. (D) Organic ROWP Procurement Credit. City shall receive Organic ROWP reports for finished recovered organics waste products procured from County that meets the procurement requirements of Title 14 of the California Code of Regulations, Section 18993.1 et seq. City shall receive Organic ROWP Procurement Credit as follows:

1. County will assist City in developing local City programs and opportunities designed to enable the City to meet its own ROWP requirements.

2. City shall be entitled to “take back” its Proportional Share of SB 1383 compliant, STA Certified compost, mulch or other ROWP products from County Organics Infrastructure and used as ROWP Procurement Credit.

3. County will provide reports and allocate credit associated with City resident ROWP pickup as well as commercial landscapers from City that collect ROWP from County Organic Infrastructure.

4. City will be eligible to receive ROWP Procurement Credit for excess Acceptable Recovered Organic Waste Product that County is able to market beyond that needed for the County unincorporated areas or that is not otherwise committed. (*County makes no guarantees that it will provide City with 100% ROWP Procurement Credit.)
(E) Organic Take-Back Goal. City is not required to “take back” its Proportional Share of STA Certified finished compost, mulch, or other ROWP from the County’s Organic Infrastructure, however City and County will work toward creating City programs that have the goal of City taking back its Proportional Share of finished compost or other Recovered Organic Waste Product for local application (“Organic Take-Back Goal”) to meet City’s ROWP procurement requirements.
(F) Procurement of Additional ROWP. Pursuant to terms agreeable to both Parties, City may request to procure Recovered Organic Waste Product in addition to its Proportional Share within the same Contract Year.
(G) OSA Conditions. As a condition of participating in the County’s Organics Infrastructure, ITEM 7.5
City agrees to the following terms:

1. All Controllable Organic Waste delivered to the County’s Organics Infrastructure shall meet the standards as set forth in Attachment 2;

2. City or its Franchise Hauler shall pay the Organics Contract Rate for all Organic Waste delivered to the County’s Organic Infrastructure for processing into Recovered Organic Waste Product;

3. City shall provide information to County on a quarterly basis that identifies where Controllable Organic Waste being delivered to the County’s Organic Infrastructure originated and shall ensure that the organic material being delivered meets the definition of City Acceptable Organic Waste.

4. Bulk ROWP: City shall be entitled to arrange for the Take Back (at City cost) from County Organic Infrastructure compost, mulch and other Recovered Organic Waste Product in bulk form free of charge.

5. Non-Bulk ROWP: County may establish separate fees for provision of non-bulk material including but not limited to bagged material or compost wattles. City shall be entitled to arrange for the Take Back of Non-Bulk ROWP at City cost.

6. City’s Proportional Share shall be calculated as 60% of the weight of Controllable Organic Waste City delivers to County’s Organics Infrastructure by City. (H) No Right of Organic Waste Substitution. Nothing in this Agreement shall authorize or entitle the City to deliver, or cause the delivery to the County’s Organic Infrastructure, Acceptable Organic Waste originating from or generated outside the jurisdiction of the City, nor obligate the County to receive or dispose of any such Acceptable Organic Waste into the Waste Infrastructure System. The City shall not assign in whole or in part its right to deliver or cause to be delivered Controllable Organic Waste to the County hereunder, and shall not permit any Acceptable Organic Waste originating from or generated outside the jurisdiction of the City to be substituted for Controllable Organic Waste for any purpose hereunder.

SECTION 3.2 PROVISION OF ORGANIC PROCESSING SERVICES BY THE COUNTY. (A) Organic Service Covenant. Commencing on the Commencement Date, the County shall provide or cause the provision of the service of receiving and processing of City’s Controllable Organic Waste (up to the City Organic Tonnage Limit provided in Attachment 3) at the County’s Organics Infrastructure as described in more detail in Attachment 1. The County shall exercise all reasonable efforts to minimize the costs incurred in complying with the Organic Service Covenant consistent with prudent solid waste management practice and environmental considerations and under Applicable Law.
(B) Receipt of Controllable Organic Waste. Upon acceptance of the Controllable Organic Waste that meets the PGM standards provided in Attachment 2, County shall process the Organic Waste into compost, mulch or other ROWP as specified in Title 14 of the California Code of Regulations Section 18993.1 (C) Education and Outreach. The Department will assist the City and its hauler in their efforts on Organic education and outreach with the goal of the City meeting its organic diversion and ROWP procurement requirements.
(D) Designated Facilities. County and City will coordinate in determining the primary organic processing facilities and tonnages (as reflected in Attachment 1) used for receiving and processing of Controllable Organic Waste. The Department shall immediately advise the City by telephone of any situation, event or circumstance which results in the partial or complete inability of the County to receive Controllable Organic Waste at any particular County Organics Infrastructure within the Waste Infrastructure System, its effect on the County’s ability to perform its obligations hereunder, and the County’s best estimate of the probable duration. The Department shall confirm such advice in writing within twenty four (24) hours of the occurrence of any such inability. The County shall use its best efforts to resume normal operation of the Organics Infrastructure primarily used by the City as soon as possible. In the event a situation, event or circumstance results in the partial or complete inability of the County to receive Controllable Organic Waste at any particular County Organics Infrastructure within the Waste Infrastructure System the County shall have the right to redirect Controllable Organic Waste to another landfill or County Organics Infrastructure within the Waste Infrastructure System for the duration of the situation, event or circumstance; In no event shall the County be required to accept Controlled Organic Waste if it does not have sufficient permitted organic processing capacity ITEM 7.5
within the Waste Infrastructure System.
(E) Compliance with Service Covenant Not Excused for any Reason. Commencing on the Commencement Date, and subject to the terms of this Agreement, the obligations of the County to duly observe and comply with the Organic Service Covenant, in accordance with Applicable Law, shall apply continuously and without interruption for the Term of this OSA. In the event that any Change in Law, situation, event or other Uncontrollable Circumstance impairs or precludes compliance with the Organic Service Covenant by the means or methods then being employed by the County, the County shall use best efforts to implement alternative or substitute means and methods to enable it to satisfy the terms and conditions of the Service Covenant. In the event that a Change in Law precludes the County from complying with such covenants with the means or methods then being employed and from utilizing any alternate or substitute means or methods of compliance, the County shall continuously use all reasonable efforts to effectuate executive, legislative or judicial change in or relief from the applicability of such law so as to enable the County lawfully to resume compliance with such covenants as soon as possible following the Change in Law.

County failure to duly observe and comply with the Organic Service Covenant due to its efforts to comply with Applicable Law, shall not constitute a breach under this Organics Agreement, and shall excuse County performance to the extent necessary to comply with Applicable Law.

If the alternative or substitute means and methods proposed for the County to observe and comply with the Organic Service Covenant are more costly than the previously used means and methods, the Parties shall negotiate a mutually agreeable new Organic Contract Rate. If the Parties are unable to agree on a new Organic Contract Rate, the Parties may terminate this agreement without penalty with ninety (90) days notice.

SECTION 3.3 COUNTY RIGHT TO REFUSE ORGANIC WASTE.
(A) Right of Refusal. Notwithstanding any other provision hereof, the County may refuse delivery of:
(1) Hazardous Waste;
(2) Acceptable Organic Waste delivered by City but originating from or generated outside the jurisdiction of the City;
(3) Acceptable Organic Waste delivered in excess of the City Organic Tonnage Limit listed in the Attachment 3;
(4) Acceptable Organic Waste in excess of permitted limits; (5) Acceptable Organic Waste that would result in County violating Applicable Law; (6) Controllable Organic Waste that does not meet the requirements found in Attachment 2;
SECTION 3.4 COUNTY PROVISION OF OTHER ORGANIC WASTE DIVERSION SERVICES. (A) Food Waste Processing and Diversion. County is in the process of evaluating the options and feasibility of development of a Commercial Food Waste Processing Infrastructure. If developed, City will be provided an opportunity to participate in this service on terms separately agreed to by the Parties. (B) Edible Food Recovery Programs. County is in the process of evaluating the options and feasibility of development of regional County-wide edible food recovery programs to assist Cities in meeting State mandated goals. The intent of Edible Food Recovery to address the food hierarchy and wasted food scale on a regional level through collaboration of all jurisdictions, key local, State and federal stakeholders, the non-profit sector and business sector. City agrees to cooperate with County efforts and collaborate on data analysis and reporting to provide jurisdictions reports for compliance under SB1383.

ITEM 7.5
(C) Separate City -County Diversion Service Agreements. Nothing in this Agreement is intended to limit the right of the County to enter into a separate agreement with the City or any other person, jurisdiction, or entity to provide source reduction, materials recovery, recycling, composting or other waste diversion services.

ARTICLE IV

ORGANIC CONTRACT RATE
SECTION 4.1 CHARGING AND SECURING PAYMENT OF ORGANIC CONTRACT RATE.

The City acknowledges that the County shall have the right to charge and collect an Organic Contract Rate for the acceptance and processing of Controllable Organic Waste delivered to the Organic Infrastructure by City or its Franchise Hauler. City acknowledges that the County shall have the right to establish as part of the operating rules and regulations reasonable measures to secure the payment of all Organic Contract Rates.

SECTION 4.2 ORGANIC CONTRACT RATE.
(A) Establishment of Contract Rate. The Organic Contract Rate payable by each City or Franchise Hauler shall be $67/Ton up to the City Organic Tonnage Limit. (B) Special Charges. Notwithstanding Section 4.2(A), the County shall have the right to impose special charges for items such as bagged material or compost wattles; new or expanded services; or receipt of hard to handle materials, such as bulky materials, construction and demolition debris, tree stumps, biosolids and sludge. Such special charges shall be calculated to reflect the reasonable incremental costs to the County of providing the new or expanded services or accepting such hard to handle materials. (C) Escalation.

1. Annual CPI Adjustment: The Organics Contract Rate shall be adjusted each July 1, beginning 2027. The change will be equal to the percentage change in the Consumer Price Index - Consumer Price Index for Al Urban Consumers: Water and Sewer and Trash Collection Services in U.S. City Average (CUSR0000EHG) as measured from the October twenty one (21) months prior to the rate adjustment to the October immediately preceding the rate adjustment. In the event that the change in the change in CPI as described above is negative rather than positive, no rate adjustment will be made for that year.

Organic Contract Rate True-up: County will notify City prior to April 30, 2029 (and every three (3) years thereafter) and advise whether actual inflation rate since execution should be frozen for a period of time (in circumstances where Department revenues exceed Department Full Cost Recovery needs) or to determine whether the Organic Contract Rate should be increased beyond CPI as described above (in circumstances where Department costs exceed CPI) to ensure that Department revenues meet Full Cost Recovery.

2. Adjustment Resulting from Increased Fees: In addition to the other adjustments specified herein, the Organic Contract Rate shall be automatically adjusted to reflect the imposition of new fees or increases in existing fees relating to the County’s processing of Controllable Organic Waste imposed by State, federal or other agencies. The County shall provide notice of any increase pursuant to this Section as soon as practicable after becoming aware of the imposition of any fees described above.

ARTICLE V
TERM
SECTION 5.1 EFFECTIVE DATE AND TERM.
(A) Initial Term. This Organic Services Agreement shall become effective, shall be in full force and effect and shall be legally binding upon the City and the County from the Contract Date and shall continue in full force and effect until June 30, 2036, unless earlier terminated in accordance with its terms, in which event the Term shall be deemed to have expired as of the date of such termination.

ITEM 7.5
(B) Bi-Annual Opener. In light of the significant changes in law by the California Legislature to address climate change, the Parties agree to meet at least bi-annually or earlier at the request of County to review the Organic Contract Rate and discuss the need for additional investment into the Organic Infrastructure to respond to existing or new legislative requirements, diversion requirements, provision of new services, or other matters of mutual concern to the Parties.
(C) Option to Renew. This Agreement shall be subject to renewal by mutual agreement of the Parties, on or before June 30, 2036 for an additional term of 10 years (the “Renewal Term”) on the same terms and conditions as are applicable during the Initial Term hereof or on amended terms as may be mutually agreed to by the Parties. The City shall give the County written notice of its election to renew this Agreement on or before June 30, 2034. If the parties do not execute a renewal of this Agreement prior to June 30, 2036 it shall expire.

ARTICLE VI

GENERAL PROVISIONS
SECTION 6.1 NOTICES. Any notice or communication required or permitted hereunder shall be in writing and sufficiently given if delivered in person or sent by certified or registered mail, postage prepaid, to the notice address of the respective Parties set forth on the cover page of this Agreement. Changes in the respective addresses to which such notices may be directed may be made from time to time by any Party by notice to the other Party.

SECTION 6.2 ATTORNEYS FEES. In any action or proceeding to enforce or interpret any provision of this Agreement, each Party shall bear their own attorney’s fees, costs and expenses.

SECTION 6.3 RELATIONSHIP OF THE PARTIES. Neither party to this Agreement shall have any responsibility whatsoever with respect to services provided or contractual obligations or liabilities assumed by the other party hereto, whether accrued, absolute, contingent or otherwise, or whether due or to become due. The County is an independent contractor of the City and nothing in this Agreement shall be deemed to constitute either party a partner, agent or legal representative of the other party or to create any fiduciary relationship between the parties.

SECTION 6.4 NO CONSEQUENTIAL OR PUNITIVE DAMAGES. In no event shall either Party hereto be liable to the other or obligated in any manner to pay to the other any special, incidental, consequential, punitive or similar damages based upon claims arising out of or in connection with the performance or non- performance of its obligations or otherwise under this Agreement, or the material inaccuracy of any representation made in this Agreement, whether such claims are based upon contract, tort, negligence, warranty or other legal theory.

SECTION 6.5 AMENDMENTS. Neither this Agreement nor any provision hereof may be changed, modified, amended or waived except by written agreement duly authorized and executed by both Parties.

SECTION 6.7 NOTICE OF LITIGATION. Each Party shall deliver written notice to the other of any Legal Proceeding to which it is a party and which questions the validity or enforceability of this Agreement executed by the City or the County or any Legal Entitlement issued in connection herewith.

SECTION 6.8 FURTHER ASSURANCES. At any and all times the City and the County so far as may be authorized by law shall pass, make, do, execute, acknowledge and deliver any and every such further resolutions, acts, deeds, conveyances, instruments, assignments, transfers and assurances as may be necessary or reasonably requested by the other in order to give full effect to this Agreement.

SECTION 6.9 ASSIGNMENT OF AGREEMENT. Neither this Agreement nor any of the rights or obligations hereunder may be assigned by either Party hereto without the prior written consent of the other Party, which may be withheld in the other Party’s sole discretion. Notwithstanding the foregoing, either Party may assign this Agreement to another public entity, subject to the reasonable consent of the other party. In such circumstances the Party not requesting the assignment shall have the right to demand assurances of the financial, technical and legal ability of the proposed assignee to undertake the responsibilities and obligations of the assigning Party.

SECTION 6.10 BINDING EFFECT. This Agreement shall bind and inure to the benefit of the Parties hereto and any successor or assignee acquiring an interest hereunder consistent with the provisions of Section 6.9 hereof.

ITEM 7.5
Signature Page to Follow
ITEM 7.5
IN WITNESS WHEREOF, COUNTY and CITY have caused this Agreement to be executed by their duly authorized officers or representatives as of the day and year first above written.

COUNTY OF ORANGE
Date By
Director, OC Waste & Recycling
APPROVED AS TO FORM:

COUNTY COUNSEL

ORANGE COUNTY, CALIFORNIA
By
Date
Date By
[NAME]
City Representative
City of XX
Date By
[NAME]
City Representative
City of XX
APPROVED AS TO FORM:

By
City Attorney
Date
ITEM 7.5
Attachment 1

COUNTY OF ORANGE ORGANIC INFRASTRUCTURE
ITEM 7.5
Attachment 1

COUNTY OF ORANGE ORGANIC INFRASTRUCTURE
The County of Orange owns and operates a network of three commercial organic processing facilities co-located at each of the active landfills. Each of the organic processing facilities have the ability to receive organic material and to produce organic products for cities to meet their Take-Back requirements specified within this agreement. Products produced at the organic processing facilities meet CalRecycle’s SB 1383 procurement requirement and are certified under the US Composting Council’s Standard of Testing Assurance (STA) Program. Product offerings include compost and composted mulch. Additional products may be offered as determined by the County.

A summary of each of the organic processing facilities is listed below:

Valencia Greenery (Co-Located at Olinda Alpha Landfill) 1942 N. Valencia Avenue
Brea, CA 92823
Permitted Maximum Tonnage (Open Windrow): 94 tons per day Proposed Permitted Maximum Tonnage (Covered Aerated Static Pile): 228 tons per day Permitted Hours of Operation: Monday through Saturday 6:00 am to 4:00 pm Ancillary Operation Hours: 24 hours per day/7 days a week Bee Canyon Greenery (Co-Located at Frank R. Bowerman Landfill) 11002 Bee Canyon Access Road
Irvine, CA 92602
Permitted Maximum Tonnage (Open Windrow): 210 tons per day Proposed Permitted Maximum Tonnage (Covered Aerated Static Pile): 876 tons per day Permitted Hours of Operation: Monday through Saturday 7:00 am to 5:00 pm Ancillary Operation Hours: 24 hours per day/7 days a week Capistrano Greenery (Co-Located at Prima Deshecha Landfill) 32250 Avenida La Pata
San Juan Capistrano, CA 92675
Permitted Maximum Tonnage (Open Windrow): 204 tons per day Proposed Permitted Maximum Tonnage (Covered Aerated Static Pile): 536 tons per day Permitted Hours of Operation: Monday through Saturday 7:00 am to 5:00 pm Ancillary Operation Hours: 24 hours per day/7 days a week This list may be modified/expanded at the discretion of the County.

ITEM 7.5
Attachment 2

SPECIFICATIONS FOR CONTROLLABLE ORGANIC WASTE AS PROCESSED GREEN WASTE

MATERIAL (PGM) AT COUNTY ORGANIC INFRASTRUCTURE
ITEM 7.5
Attachment 2

SPECIFICATIONS FOR CONTROLLABLE ORGANICE WASTE AS PROCESSED GREEN WASTE

MATERIAL (PGM) AT COUNTY ORGANIC INFRASTRUCTURE

DESCRIPTION
Processed Green Material (PGM) consists of yard waste, grass clippings, leaves, tree trimmings and plant-based materials which have been sorted to remove contamination and processed by shredding or grinding. PGM should not contain manure, stable waste or pet waste, which can create odors.

Processed Green Material is defined as following (California Code of Regulations, Title 27, Division 2, Subdivision 1, Chapter 3, Subchapter 4, Section 20690 [b] [3]):
• Processed Green Material – means any plant material that is either separated at the point of generation or separated at a centralized facility that employs methods to minimize contamination. Green material includes, but is not limited to, yard trimmings, untreated wood wastes, paper products, and natural fiber products. Green material does not include treated wood waste, mixed demolition or mixed construction debris, manure, or plant waste from the food processing industry, alone or blended with soil. Processed green material may include varying proportions of wood waste from urban and other sources and shall be ground, shredded, screened, source separated for grain size, or otherwise processed.

CONTAMINANT DEBRIS
The PGM should be free from all contaminant debris (glass, plastic, film plastic, metals, etc.) as well as salt and deleterious material such as clods, coarse objects, rocks, inert debris, and Material Recovery Facility (“MRF”) fines.

County personnel visually inspect the PGM loads as they come in, making sure that the specifications are met and to determine if the loads are contaminated (i.e., mixed with paper, plastics and other trash.) If the loads appear to have unacceptable contamination in excess of 0.5% either by weight or volume, the PGM loads will not be allowed into the Organic Infrastructure and the City and/or hauler will be notified that contaminated PGM loads are unacceptable. The PGM will be deemed as municipal solid waste and the City and/or hauler will have the option to take the material to the landfill for disposal or be returned to the hauler’s facility for additional processing. For material that is physically dumped at the unloading area and is deemed unacceptable by OC Waste & Recycling staff, the material will be reloaded into the transfer vehicle for reprocessing at hauler’s processing facility or sent to the landfill for disposal.

Hauler will be charged the current “Hard-to-Handle” fee for re-loading services and disposal of unacceptable material.

SIZE
The particle size of the PGM acceptable is between ½-inch and 3 inches in length between ½-inch and 1 inch in width and between ½-inch and 1 inch in thickness. No particle should exceed 3 inches in any dimension.

MOISTURE CONTENT
The moisture content of the PGM should be in the range of 50-60 percent. If the PGM’s moisture content is unacceptable and cannot be received for processing at the County’s Organic Infrastructure Facilities, the material will be re-loaded into the transfer vehicle for reprocessing at hauler’s processing facility or sent to the landfill for disposal.

The hauler will be charged the current “Hard-to-Handle” fee for re-loading services and disposal of unacceptable material.

FOOD WASTE
Residential food waste mixed with PGM as part of a city organic collection program is acceptable provided that the food waste is free of contaminant debris (glass, plastic, food packaging, non-compostable silverware, soiled napkins, ITEM 7.5
etc.). No commercial or source-separated food waste will be accepted except for cases where the County has entered into an agreement with a City to accept specific source separated organic material as Additional Feedstock as described below.

SOURCE SEPARATED MANURE
Subject to available capacity, City and/or Hauler may bring non-residential, source separated manure and stable bedding pursuant to the following Manure/Stable Bedding Program requirements:

1. Material Quantity: manure/stable bedding must be uncontaminated which means free of any hazardous materials, food waste packaging, plastics, glass, and any large bulky items and inert materials that need to be further sized or removed for composting. (“Material”)

2. Material Volume: County and City/Hauler will determine the anticipated volume of Material to ensure that the County’s Organic Infrastructure has sufficient capacity to manage the proposed amount of Material.

3. Material will be load checked to determine if it meets the established quality standards. If contaminants exceed

0.5% (by weight or volume), the load is deemed contaminated and not meeting quality standard for use in the Manure/Stable Bedding Program.

4. Material that is deemed unacceptable will be subject to the fees established by OCWR for this material type.

Material that does not meet the established quality standards will be charged as follows:
a. If determined not to meet quality standards before Material is unloaded, standard disposal rates will apply.
b. If determined not to meet quality standards after Material is unloaded (or partially unloaded), hard-to-handle disposal rates will apply.

5. Material Delivery:
a. All Material deliveries will be scheduled and coordinated with OCWR prior to delivery. Any changes to material delivery quantities or days will be coordinated with OCWR prior to making the change.
b. While OCWR will remain as flexible as possible on timing of deliveries, material deliveries will be limited to Monday through Friday between 8:00 am and 2:00 pm and subject to holiday schedules. Should the delivery times change, then OCWR shall give two (2) days prior notice of the delivery time change.
c. Upon delivery, OCWR staff will record exact tonnage, name of hauler/transporter provider, and note distinguishing characteristics of feedstock and other pertinent information. d. Deliveries made without OCWR prior approval may be refused or charged at the established rate.
e. OCWR reserves the right to deny a request to deliver for any reason. (i.e., OCWR does not guarantee that it will accept manure/stable bedding under this program. Instead, OCWR will accept Material based on its operational need and will make every effort to accommodate City’s/hauler Material except when a reduction or stoppage is needed.)

ADDITIONAL FEEDSTOCK
The County at its discretion may accept additional material types such as food waste and manure based on availability and permitting conditions at each of the County’s organic processing facilities. The County will work with City to identify the specifications for accepting the material types including scheduling of deliveries and quantities.

CHANGES TO SPECIFICATIONS
County reserves the right to modify the Specifications found in this Appendix due to a change in law or regulation or in consideration of operational or Organic Processing Infrastructure needs. County shall provide 90 days notice regarding changes to this Appendix.

ITEM 7.5
Attachment 3

CITY ORGANIC TONNAGE LIMIT
ITEM 7.5
Attachment 3

CITY ORGANIC TONNAGE LIMIT
The City Organic Tonnage Limit listed in the Attachment is the maximum amount of Controllable Organic Waste that County is committed to accept under the Organic Service Agreement.

Jurisdiction Designated Greenery City Organic Tonnage Limit Daily Limit1 Monthly Limit2 Annual
Limit
TBD ________tons _________ tons _______ tons
TBD
TBD
TBD

1. Daily Limit includes up to 20% by weight of source separated manure and stable bedding.

2. In the event City delivers less than their monthly limit, County may allocate unused City capacity at its discretion.

ITEM 7.5
Attachment 4

ORGANIC INFRASTRUCTURE RESOLUTION
ITEM 7.5
ITEM 7.5
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8.1 CONDITIONAL USE PERMIT CUP-2025-0005, A

REQUEST BY WE ARCHITECTS GROUP FOR

APPROVAL OF A CONDITIONAL USE PERMIT

AMENDING CONDITIONAL USE PERMIT
CUP00-02 TO ALLOW FOR THE

ESTABLISHMENT OF A MEDICAL CLINIC USE
AND ALTERNATIVE PROVISIONS TO OFFSTREET PARKING REGULATIONS RESULTING IN

A REDUCTION IN AVAILABLE OFF-STREET
PARKING STALLS AT 24301 PASEO DE
VALENCIA, LAGUNA WOODS, CA 92637
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ITEM 8.1
CC  02-18-2026 Item 8.1 – Page 1 of 5
TO: Honorable Mayor and Members of the City Council
FROM: Christopher Macon, City Manager
FOR: February 18, 2026 City Council Meeting
SUBJECT: Conditional Use Permit CUP-2025-0005, a request by We Architects Group for approval of a conditional use permit amending Conditional Use Permit CUP00-02 to allow for the establishment of a medical clinic use and alternative provisions to off-street parking regulations resulting in a reduction in available off-street parking stalls at 24301 Paseo De Valencia, Laguna Woods, CA 92637
Recommendation

1. Receive staff report.

AND

2. Open public hearing.

AND

3. Receive public testimony.

AND

4. Close public hearing.

AND

5. Adopt a resolution titled:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAGUNA WOODS, CALIFORNIA, APPROVING CONDITIONAL USE PERMIT CUP-2025-0005 TO AMEND CONDITIONAL USE PERMIT CUP00-02 TO ALLOW FOR THE ESTABLISHMENT OF A ITEM 8.1
Item 8.1 – Page 2 of 5 CC  02-18-2026

MEDICAL CLINIC USE AND ALTERNATIVE PROVISIONS TO OFF-STREET PARKING

REGULATIONS RESULTING IN A REDUCTION IN AVAILABLE OFF-STREET PARKING STALLS AT 24301 PASEO DE VALENCIA, LAGUNA WOODS, CA 92637, AND

DETERMINING THAT THE CONDITIONAL USE PERMIT IS CATEGORICALLY EXEMPT

FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT PURSUANT TO SECTION 15301 OF TITLE 14 OF THE CALIFORNIA CODE OF REGULATIONS Background
We Architects Group (“Applicant”) has submitted a land use application seeking approval of Conditional Use Permit CUP-2025-0005, which would amend Conditional Use Permit CUP00-02 to allow for the establishment of a medical clinic use and alternative provisions to off-street parking regulations resulting in a reduction in available off-street parking stalls at 24301 Paseo De Valencia, Laguna Woods, CA 92637.

The project location is currently occupied by DrugXperts Pharmacy and other medicalrelated uses. It is located generally west of Paseo De Valencia between Calle De La Plata (city of Laguna Hills) and Calle De La Magdalena (city of Laguna Hills). The Orange County Assessor’s Parcel Number (“APN”) for the project location is 621-191-07 and the property owner is Laguna Woods Paseo De Valencia LLC, a Wyoming limited liability company.

A vicinity map is included as Attachment B.

Table 1: Surrounding Land Uses
General
Location
General Plan
Land Use Designation
Land Use
North Commercial /
High Density Residential /
City of Laguna Hills
Wells Fargo Bank and planned Parentis
Healthcare building (formerly Century 21
real estate office) /
San Sebastian Apartments /
City of Laguna Hills
South Residential Community Laguna Woods Village residences East Commercial /
City of Laguna Hills
Wells Fargo Bank and planned Parentis
Healthcare building (formerly Century 21
real estate office) /
City of Laguna Hills
West Commercial /
High Density Residential /
Residential Community
Wells Fargo Bank and planned Parentis
Healthcare building (formerly Century 21
real estate office) /
San Sebastian Apartments /
Laguna Woods Village residences
The project location is within the Professional and Administrative Office (PA) zoning district.

ITEM 8.1
CC  02-18-2026 Item 8.1 – Page 3 of 5
Professional and Administrative Office designates areas to “provide for the development and preservation of an optimal environment for low to moderate intensity professional and administrative office uses and related uses on sites with large pervious open spaces and offstreet parking facilities” (Laguna Woods Municipal Code Section 13.10.010).

Laguna Woods Municipal Code Section 13.10.020 requires the approval of a conditional use permit prior to the establishment of certain uses in the Professional and Administrative Office zoning district, including urgent care and other medical clinic uses. Once a conditional use permit is approved, certain deviations from the approved site plan or other approved project documents require approval of a conditional use permit.

Conditional Use Permit CUP00-02 was approved by the City Council on May 17, 2000 to allow for the operation of a medical office/lab in an existing financial office building at the project location.

Discussion
The City Council is asked to conduct a public hearing on the application for Conditional Use Permit CUP-2025-0005 and, thereafter, consider approval of the same (Attachment A). Staff recommends approval, subject to the proposed conditions of approval (Exhibit A to Attachment A). The proposed conditions of approval would regulate the proposed use in a manner consistent with the purpose and intent of Laguna Woods Municipal Code Chapter

13.10 (Commercial Districts).

The proposed conditional use permit would:
• Allow for the establishment of a medical clinic use that could provide urgent care and outpatient medical services to humans, including but not limited to: minor illness treatment and basic injury care; diagnostic testing; vaccinations and immunizations; occupational medicine services, including work-related injury treatment, drug screening, and pre-employment physicals; and, wound repair and other outpatient procedures within the scope of primary care. Dental services, emergency services, and the overnight housing of patients would be prohibited. • Limit the hours services could be provided to patients to between the hours of 7:00 a.m. and 8:00 p.m., Monday through Sunday.
• Require minor modifications of parking lot striping and signage to explicitly identify a loading zone and ensure compliance with the Laguna Woods Municipal Code. • Result in one less off-street parking stall being provided at the project location. This modification is necessary to ensure that all off-street parking stalls are striped at the sizes required by the Laguna Woods Municipal Code.

ITEM 8.1
Item 8.1 – Page 4 of 5 CC  02-18-2026
The proposed conditional use permit would apply to the proposed medical clinic use of the property, as well as eligible successors, at the project location.

Fiscal Impact
The City’s expenses associated with processing this project are recovered through planning services fees.

Environmental Review
The City Council is asked to find that the project is not subject to the California Environmental Quality Act of 1970, Public Resources Code Section 21000, et. seq., as amended and implementing State CEQA Guidelines, Title 14, Chapter 3 of the California Code of Regulations (collectively “CEQA”) pursuant to sections 15060(c)(2) (the activities will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activities are not a project as defined in section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3.

The City Council is also asked to find that, even if the project were subject to CEQA, it would be categorically exempt pursuant to Section 15301 of Title 14 of the California Code of Regulations, in that it consists of the operation or permitting of existing private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use. Section 15301 of Title 14 of the California Code of Regulations states explicitly that the “key consideration [in determining whether such an exemption applies to a project] is whether the project involves negligible or no expansion of use.”
Prior to the City’s incorporation, the County of Orange approved a bank use at the project site. A medical use was later approved under Conditional Use Permit CUP00-02. The bank use has been discontinued and medical-related uses currently occupy the existing building.

Approval of Conditional Use Permit CUP-2025-0005 would allow for the establishment of a medical clinic use at the project site and a minor reduction in available off-street parking stalls. The medical clinic use would operate within existing structures and facilities.

Physical alterations included in the project are limited to exterior site improvements, including the installation of parking lot signage and minor modifications to pavement striping, markings, and legends. Minor changes to existing structures, facilities, and mechanical equipment may also occur in connection with approval of the medical clinic use (e.g., tenant improvements and plumbing devices for compliance with El Toro Water District regulations). Topographical features, impervious area, and the size of the existing building on the project site would remain unchanged.

Documents Available for Review
Related documents – including the applicant’s application and Conditional Use Permit ITEM 8.1
CC  02-18-2026 Item 8.1 – Page 5 of 5
CUP00-02 – are available for public review at City Hall during normal working hours.

Report Prepared With: Nadia Cook, Planning & Environmental Services Director Justin Faylona, Senior Planner
Attachments: A – Proposed Resolution
Exhibit A – Proposed Conditions of Approval
B – Vicinity Map
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ITEM 8.1 – Attachment A
R 26-XX 1 XX-XX-2026

CITY OF LAGUNA WOODS
RESOLUTION NO. 26-XX

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF LAGUNA WOODS, CALIFORNIA, APPROVING CONDITIONAL USE PERMIT CUP-2025-0005 TO AMEND CONDITIONAL USE PERMIT CUP00-02 TO ALLOW FOR THE ESTABLISHMENT OF A

MEDICAL CLINIC USE AND ALTERNATIVE PROVISIONS TO OFF-STREET PARKING

REGULATIONS RESULTING IN A REDUCTION IN AVAILABLE OFF-STREET PARKING STALLS AT 24301 PASEO DE VALENCIA, LAGUNA WOODS, CA 92637, AND

DETERMINING THAT THE CONDITIONAL USE PERMIT IS CATEGORICALLY EXEMPT

FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT PURSUANT TO SECTION 15301 OF TITLE 14 OF THE CALIFORNIA CODE OF REGULATIONS WHEREAS, We Architects Group (“Applicant”) submitted an application for Conditional Use Permit CUP-2025-0005 to amend Conditional Use Permit CUP00-02 to allow for the establishment of a medical clinic use and alternative provisions to off-street parking regulations resulting in a reduction in available off-street parking stalls at 24301 Paseo De Valencia, Laguna Woods, CA 92637 (“project” or “proposed project”); and WHEREAS, on February 18, 2026, the City Council of the City of Laguna Woods, after giving notice thereof as required by law, held a public hearing regarding Conditional Use Permit CUP-2025-0005; and
WHEREAS, the City Council has carefully considered all pertinent testimony, as well as all information contained in the agenda report prepared for Conditional Use Permit CUP-2025-0005, as presented at the public hearing; and
WHEREAS, staff has reviewed the environmental form submitted by the Applicant in accordance with the City’s procedures. Based upon the information received and staff’s assessment of the information, Conditional Use Permit CUP-2025-0005 has been determined to not be subject to the California Environmental Quality Act (“CEQA”); however, even if the project were subject to CEQA, it would be categorically exempt pursuant to Section 15301 of CEQA; and
WHEREAS, all legal prerequisites have occurred prior to the adoption of this resolution; and
WHEREAS, the City Council makes the following findings subject to the conditions of approval:

Findings for All Discretionary Permits

1. The use or project proposed is consistent with the General Plan.

ITEM 8.1 – Attachment A
R 26-XX 2 XX-XX-2026
The proposed project is consistent with the Commercial land use designation of the General Plan, which is intended to allow for “a broad range of non-residential and non-industrial uses.” Professional offices are explicitly identified in the General Plan as typical commercial uses. Medical clinics are a type of professional office.

The proposed project is in conformance with the General Plan’s maximum floor area ratio of 0.30 for the Commercial land use designation. Policy Objective L-3.1 of the General Plan Land Use Element is to “allow for commercial development that meets local needs and interests, particularly as it relates to the ability for residents to obtain a diversity of high-quality goods and services close to home.” The proposed project allows for the establishment of a medical clinic use which will help to meet local needs and interests by making available a medical clinic use to serve local and surrounding communities.

2. The use, activity or improvement(s) proposed is consistent with the provisions of the Zoning Code.

The proposed use is consistent with the purpose and intent of the Professional and Administrative Office (PA) zoning district, which is to “provide for the development and preservation of an optimal environment for low to moderate intensity professional and administrative office uses and related uses on sites with large pervious open spaces and off-street parking facilities.” The Laguna Woods Zoning Code explicitly allows medical clinic uses in the PA zoning district with an approved conditional use permit. The project location has historically housed financial and medical-related uses. The project location is currently occupied by a pharmacy and other medical-related uses, which are compatible with medical clinic uses. There is no history of incompatibility between the current or previous medical-related uses at the project location and the nearest residential uses. No incompatibilities with the nearest residential uses were identified as a result of the review of the Applicant’s application for this conditional use permit. Several of the conditions of approval for the proposed project address public health, safety, and general welfare (see Finding #5 below), which further promote consistency with the provisions of the Laguna Woods Zoning Code.

3. The approval of the permit application is in compliance with the requirements of the California Environmental Quality Act.

Based on the information received from the Applicant and City staff’s assessment of the same, the proposed project has been determined to not be subject to the California Environmental Quality Act (“CEQA”); however, even if the proposed project were subject to CEQA, it would be categorically exempt pursuant to Section 15301 of CEQA. Additional information is contained in Section 2 of this resolution and incorporated herein by this reference.

4. The location, size, design and operating characteristics of the proposed use will ITEM 8.1 – Attachment A
R 26-XX 3 XX-XX-2026
not create conditions or situations that may be incompatible with other permitted uses in the vicinity.

The medical clinic use will operate within existing structures and facilities. Physical alterations included in the proposed project are limited to exterior site improvements, including the installation of parking lot signage and minor modifications to pavement striping, markings, and legends. Minor changes to existing structures, facilities, and mechanical equipment may also occur in connection with approval of the medical clinic use (e.g., tenant improvements and plumbing devices for compliance with El Toro Water District regulations).

Topographical features, impervious area, and the size of the existing building at the project location will remain unchanged. The project location has historically housed financial and medical-related uses. The project location is currently occupied by a pharmacy and other medical-related uses, which are compatible with medical clinic uses. There is no history of incompatibility between the current or previous medical-related uses at the project location and the nearest residential uses. No incompatibilities with the nearest residential uses were identified as a result of the review of the Applicant’s application for this conditional use permit. Existing access and internal circulation improvements, as modified by the proposed project’s alternatives to off-street parking regulations (see findings A and B), appear to be sufficient to handle traffic generation by the proposed project. The conditions of approval for the proposed project will ensure that appropriate measures are taken to avoid conditions or situations that may be incompatible with other permitted uses in the vicinity.

5. The approval of the permit application will not result in conditions or circumstances contrary to the public health and safety and the general welfare.

The conditions of approval for the proposed project will regulate its uses in a manner consistent with the purpose and intent of the PA zoning district as set forth in Laguna Woods Municipal Code Section 13.10.010(c) (“To provide for the development and preservation of low intensity commercial uses which serve the immediate needs of the surrounding neighborhood. Such uses are to be grouped in small areas of three to eight acres and designed so that adverse impacts on residential properties are minimized.”). As conditioned, the proposed project will not result in conditions or circumstances contrary to the public health and safety and the general welfare. Several of the conditions of approval relate to public health, safety, and general welfare including, but not limited to, reservation of the City’s rights to require additional security or safety measures, if warranted. Such conditions of approval will assist in protecting the public from potential risk or danger. The conditions of approval also explicitly require the proposed project to comply with all applicable, then-current requirements of the Laguna Woods Municipal Code and the California Building Standards Code, as well as federal, state, and local laws, rules, and regulations. Condition of Approval #15 requires the ITEM 8.1 – Attachment A
R 26-XX 4 XX-XX-2026
establishment of a dedicated and identified loading area for patients and other persons at the project location. Condition of Approval #21 explicitly requires the medical clinic use to “comply with all applicable federal, state, and local laws and regulations pertaining to the generation, handling, storage, and disposal of medical waste and hazardous waste.”

6. The approval of the permit application is in compliance with all City-required public facilities regulations.

The proposed project has been evaluated against all City-required public facilities regulations through the conditional use permit process and is deemed to be in compliance, subject to the conditions of approval. The proposed project will not require the addition or modification of any public facilities, nor heightened levels of service for any public services operating from public facilities.

Findings for Alternatives to Off-Street Parking Regulations A. Applicable off-street parking requirements are excessive or inappropriate due to the nature of the specific use involved or because of special circumstances applicable to the property.

Conditional Use Permit CUP00-02 (approved by the City Council on May 17, 2000) requires that the project location provide 83 off-street parking stalls. The proposed project will require one of the 83 off-street parking stalls to be removed in order to ensure that all off-street parking stalls are striped at the sizes required by the Laguna Woods Municipal Code. Due to site constraints and 82 off-street parking stalls being sufficient to meet the parking needs of the uses at the project location (based on the ratio of 1 for each 150 square feet of Gross Floor Area for medical clinics or offices (Laguna Woods Municipal Code Section 13.18.070(a)(25)), it would be inappropriate to allow the non-conforming off-street parking stall to remain, and inappropriate and excessive to require physical modifications to accommodate an unnecessary 83rd off-street parking stall. A new total of 82 off-street parking stalls will be required at the project location, consisting of 78 standard parking stalls, two standard accessible parking stalls, and two van-accessible parking stalls. The proposed project does not allow for off-site parking as a means of accommodating off-street parking requirements.

B. The proposed off-street parking facilities comply with the intent of the Zoning Code related to parking requirements.

Laguna Woods Zoning Code Section 13.18.020 describes the intent of the City’s offstreet parking requirements as follows: “The intent of the off-street parking regulations is to provide for the on-site, off-street parking of motor vehicles that are attracted by the use or uses on the premises. […] It is intended that these ITEM 8.1 – Attachment A
R 26-XX 5 XX-XX-2026
regulations will result in the installation of properly designed parking facilities of sufficient capacity to minimize traffic congestion, enhance public safety, generally provide for the parking of motor vehicles at locations other than on the streets, and for safe passage of pedestrians to and from parked vehicles.” The proposed project has been evaluated against all Zoning Code parking requirements through the conditional use permit process and is deemed to be in compliance, subject to the conditions of approval. The conditions of approval— including, without exception, conditions of approval #15 and #18—are intended to ensure that parking demands generated by the proposed project and all other allowed uses at the project location are accommodated on-site at the project location. The proposed project does not allow for off-site parking as a means of accommodating off-street parking requirements.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF LAGUNA WOODS, CALIFORNIA DOES HEREBY RESOLVE, DECLARE, DETERMINE AND ORDER AS FOLLOWS:

SECTION 1. The above recitals are true and correct.

SECTION 2. After reviewing the entire project record, the City Council hereby determines and certifies that the project is not subject to the California Environmental Quality Act of 1970, Public Resources Code Section 21000, et. seq., as amended and implementing State CEQA Guidelines, Title 14, Chapter 3 of the California Code of Regulations (collectively “CEQA”) pursuant to sections 15060(c)(2) (the activities will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activities are not a project as defined in section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3.

After reviewing the entire project record, the City Council also hereby determines and certifies that, even if the project were subject to CEQA, it would be categorically exempt pursuant to Section 15301 of Title 14 of the California Code of Regulations, in that it consists of the operation or permitting of existing private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of existing or former use. Section 15301 of Title 14 of the California Code of Regulations states explicitly that the “key consideration [in determining whether such an exemption applies to a project] is whether the project involves negligible or no expansion of use.” Prior to the City’s incorporation, the County of Orange approved a bank use at the project site. A medical use was later approved under Conditional Use Permit CUP00-02. The bank use has been discontinued and medical-related uses currently occupy the existing building. Approval of Conditional Use Permit CUP-2025-0005 allows for the establishment of a medical clinic use at the project site and a minor reduction in available off-street parking stalls. The medical clinic use would operate within existing structures and facilities. Physical alterations included in the project are limited to exterior site ITEM 8.1 – Attachment A
R 26-XX 6 XX-XX-2026
improvements, including the installation of parking lot signage and minor modifications to pavement striping, markings, and legends. Minor changes to existing structures, facilities, and mechanical equipment may also occur in connection with approval of the medical clinic use (e.g., tenant improvements and plumbing devices for compliance with El Toro Water District regulations). Topographical features, impervious area, and the size of the existing building on the project site would remain unchanged.

SECTION 3. The City Council hereby approves Conditional Use Permit CUP-2025- 0005 (on file with the City Clerk’s Office), subject to the conditions of approval attached to this resolution (Exhibit A), both of which are incorporated herein by this reference.

SECTION 4. The Mayor shall sign this resolution and the City Clerk shall attest and certify to the passage and adoption thereof.

PASSED, APPROVED AND ADOPTED this XX day of XX 2026.
_____________________________________
ANNIE MCCARY, Mayor
ATTEST:
_____________________________________
YOLIE TRIPPY, CMC, City Clerk

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.

CITY OF LAGUNA WOODS )
I, YOLIE TRIPPY, City Clerk of the City of Laguna Woods, do HEREBY CERTIFY that the foregoing Resolution No. 26-XX was duly adopted by the City Council of the City of Laguna Woods at a regular meeting thereof, held on the XX day of XX 2026, by the following vote:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:
_______________________________________
YOLIE TRIPPY, CMC, City Clerk
ITEM 8.1 – Exhibit A to Attachment A
CUP-2025-0005 Conditions of Approval | Page 1 of 7
City of Laguna Woods
Conditions of Approval for Conditional Use Permit CUP-2025-0005 Conditional Use Applicant (Applicant): We Architects Group Conditional Use Address: 24301 Paseo De Valencia, Laguna Woods, CA 92637 Conditional Use Assessor’s Parcel Number: 621-191-07
Property Owner of Assessor’s Parcel Number 621-191-07 (Owner): Laguna Woods Paseo De Valencia LLC, a Wyoming limited liability company
City Council Approval Date: [INSERT APPROVAL DATE HERE]

STANDARD CONDITIONS OF APPROVAL

1. The Owner and occupant(s) of the property to which this conditional use permit applies shall comply with all of the conditions of approval as part of CONDITIONAL USE PERMIT CUP-2025-0005 (“conditional use permit”). Failure to comply with any one or more of the conditions imposed herein constitute grounds for revocation of said conditional use permit by the City Council.

This conditional use permit allows all of the following:
• Establishment of a medical clinic use and alternative provisions to off-street parking regulations resulting in a reduction in available off-street parking stalls
This conditional use permit amends Conditional Use Permit CUP00-02, which was approved on May 17, 2000. The conditions of approval for Conditional Use Permit CUP00-02 continue to apply and are incorporated herein by this reference. The conditions of approval for Conditional Use Permit CUP00-02 are supplemented by these additional conditions of approval for Conditional Use Permit CUP-2025-0005.

2. This conditional use permit shall be constructed, developed, used, operated, and permanently maintained in accordance with the terms of the application, plans, drawings, and conditions imposed herein.

3. The Owner and occupant(s) of the property to which this conditional use permit applies shall comply with all then-current requirements of the Laguna Woods Municipal Code and the California Building Standards Code, as well as federal, state, and local laws, rules, and regulations, as they pertain to the improvements and uses sought in this application, and such requirements are made a condition of this approval. These include, but are not limited to, all requirements related to building permits, encroachment permits, grading permits, and sign permits; engineering review, landscaping review, water quality review, and plan review, generally, of proposed construction plans; accessibility, including accessibility required by the ITEM 8.1 – Exhibit A to Attachment A
CUP-2025-0005 Conditions of Approval | Page 2 of 7
federal Americans with Disabilities Act; best management practices and other actions or improvements required by National Pollutant Discharge Elimination System permit(s); and, restrictions on parking, circulation, lighting, and noise.

4. This conditional use permit does not eliminate the need to obtain building permits, encroachment permits, grading permits, or sign permits, nor does it include any action or finding as to compliance or approval of any other applicable federal, state or local ordinance, regulation, rule, or requirement.

5. This conditional use permit does not include any approval for signage, nor does it represent or imply that any signage proposed in connection with this application, or at any time in the future, will or will not be approved by the City.

6. Public Safety Services: In the event of repeated or disproportionately high numbers of calls for law enforcement or other public safety service, or based upon input from the Orange County Sheriff’s Department (or successor law enforcement agency) or surrounding residents or businesses, the City Manager may require, at his/her/their discretion, that the Owner and occupant(s) of the property to which this conditional use permit applies provide at their own cost additional on-site security and/or safety measures, as may be reasonably calculated to address situations or circumstances leading to or causing such increased calls for service, or complaints or comments from surrounding residents or businesses. For the purpose of this condition, “repeated or disproportionately high numbers of calls” shall be determined following the nuisance abatement procedure set forth in Laguna Woods Municipal Code Chapter 1.08, as may change from time to time, with the City Council’s declaration of a public nuisance required. Use of this remedy shall be at the sole discretion of the City and nothing in this condition shall prevent the City from initiating civil, criminal, or other legal or equitable proceedings as an alternative to the procedure outlined herein.

7. Inspection: City staff, or their authorized representatives, shall have the right to access and enter the property to which this conditional use permit applies to make reasonable Owner- or occupant(s) of the property to which this conditional use permit applies-authorized scheduled inspections, or unscheduled inspections in areas otherwise open to the public, to observe and enforce compliance with the conditions imposed herein. Except for inspections meant to investigate matters that would constitute imminent threats to public health, safety, or welfare, or inspections authorized by a court order, the City shall make reasonable efforts to request inspections of areas that are not open to the public at least seventy-two (72) hours in advance.

8. Responsibility for Costs Incurred: In accordance with policies adopted by the City, the Owner and occupant(s) of the property to which this conditional use permit applies shall be responsible for costs incurred as a result of local law enforcement, ITEM 8.1 – Exhibit A to Attachment A
CUP-2025-0005 Conditions of Approval | Page 3 of 7
public safety, or code enforcement investigation/inspection that results in a finding of violation of any applicable laws and/or conditions imposed herein.

9. Modification of Conditions of Approval: Any request to modify conditions imposed herein shall be made in accordance with policies adopted by the City at the time such request is made.

10. Revocation: This conditional use permit may be revoked in accordance with Laguna Woods Municipal Code Section 13.24.080, as may change from time to time, for any of the reasons set forth therein, which include, but are not necessarily limited to, failure to comply with any condition imposed herein.

11. Transfer: In the event of transfer of the property to which this conditional use permit pertains, the transferee shall, prior to exercising the rights granted hereunder, arrange and attend a conference with the City to review the conditions imposed herein, and document the manner in which activities will occur and the manner in which conditions imposed herein will be met. The transferee may, alternatively, file with the City a signed letter confirming receipt of these conditions, prior to exercising the rights granted hereunder. In either case, the Owner’s obligations with respect to this condition are satisfied by consenting to the recordation of these conditions in the office of the Clerk-Recorder for the County of Orange.

12. Termination: Upon approval, this conditional use permit shall become null and void (A) upon failure to obtain all necessary building permits to construct this project within 365 calendar days of the date this conditional use permit is approved, (B) upon the expiration of any building permit, due to inactivity, obtained to construct this project, or (C) after this project has been constructed, 365 calendar days after such time the approved use at the property to which this conditional use permit applies ceases to be operated as noted by lapse of California Department of Tax & Fee Administration (or successor agency) permit or date documented by City staff following site verification of abandonment or discontinuance. The City Manager may grant an extension of up to 365 calendar days to obtain any necessary building permit upon a showing of financial hardship or other adequate justification by the applicant, and provided the associated building plans comply with the then-current Laguna Woods Municipal Code and California Building Standards Code at the time the building permit(s) is(are) issued. Nothing in this condition is intended to, nor will be interpreted by the City, as limiting the ability for City-issued permits to be extended as allowed by applicable law.

13. Indemnification: The Owner and occupant(s) of the property to which this conditional use permit applies, and successor(s) in interest, shall as a condition of issuance of this approval, at its sole expense, defend, indemnify, and hold harmless the City and its respective elected and appointed boards, officials, officers, agents, employees and volunteers (“INDEMNITEES”) from any claim, action, or proceeding ITEM 8.1 – Exhibit A to Attachment A
CUP-2025-0005 Conditions of Approval | Page 4 of 7
against the INDEMNITEES to attach, set aside, void or annul an approval of the City Council or other decision-making body, or staff action concerning this conditional use approval, or its implementation, except when occurring solely as a result of the negligent or willful acts or omissions of the INDEMNITEES. The Owner and occupant(s) of the property to which this conditional use permit applies shall pay all of the City’s defense costs incurred by counsel of the City’s choosing, and shall reimburse the City for any and all court costs and other parties’ attorney fees that the City may be required by a court to pay as a result of such defense. The Owner and occupant(s) of the property to which this conditional use permit applies may at their sole discretion participate in the defense of any such action under this condition, with its own counsel.

14. Requirement to Acknowledge Conditions of Approval: The Owner shall sign and have notarized (acknowledgement) the “Owner Acknowledgement of Conditions of Approval for Conditional Use Permit CUP-2025-0005” and return one wet-signed original to the City Manager with a copy of a recordable legal description of all affected properties in form acceptable to the City Manager.

SPECIAL CONDITIONS OF APPROVAL

15. Exhibit A (Site Plan) (Sheet A1.1) is attached hereto and incorporated by reference including, without exception, all of the requirements set forth therein as notes, standards, and details. Full compliance with Exhibit A is required.

The uses identified on Exhibit A are included for informational purposes and to inform the parking analysis for this conditional use permit only. Such identification does not limit the future use of the property to which this conditional use permit applies; however, changes in use may result in the need to amend this conditional use permit or obtain other approvals from the City for reasons including, but not limited to, offstreet parking requirements for new or modified uses.

16. This conditional use permit allows for the establishment of a medical clinic use. The medical clinic use shall be limited to providing urgent care and outpatient medical services to humans, including but not limited to: minor illness treatment and basic injury care; diagnostic testing; vaccinations and immunizations; occupational medicine services, including work-related injury treatment, drug screening, and preemployment physicals; and, wound repair and other outpatient procedures within the scope of primary care. This conditional use permit does not authorize dental services, emergency services, or any patients to be housed overnight.

17. The medical clinic use may provide services to patients only between the hours of 7:00 a.m. and 8:00 p.m., Monday through Sunday.

18. Parking lot striping modifications required as part of this conditional use permit will ITEM 8.1 – Exhibit A to Attachment A
CUP-2025-0005 Conditions of Approval | Page 5 of 7
result in a reduction of one off-street parking stall from the 83 off-street parking stalls previously approved by Conditional Use Permit CUP00-02. The property to which this conditional use permit applies shall maintain 82 off-street parking stalls, consisting of 78 standard parking stalls, two standard accessible parking stalls, and two vanaccessible parking stalls, as shown on Exhibit A (Sheet A1.1).

No off-street parking stalls shall be marked, striped, or signed as “reserved” or designated for exclusive use of the medical clinic use.

No off-street parking located on any property other than the property to which this conditional use permit applies shall be used to accommodate any portion of the offstreet parking requirements set forth in these conditions of approval.

19. Prior to commencing operation of the medical clinic use, all necessary approvals shall be obtained from the El Toro Water District.

20. Prior to commencing operation of the medical clinic use, City staff shall verify that the signage and parking lot striping shown on Exhibit A (Sheet A1.1) is installed.

21. The medical clinic use shall comply with all applicable federal, state, and local laws and regulations pertaining to the generation, handling, storage, and disposal of medical waste and hazardous waste (e.g., the federal Resource Conservation and Recovery Act, the California Medical Waste Management Act, the California Code of Regulations, and the California Health and Safety Code) including, as applicable, registering with agencies and obtaining all required licenses and permits. [EXHIBIT A FOLLOWS]
ITEM 8.1 – Exhibit A to Attachment A
CUP-2025-0005 Conditions of Approval | Page 6 of 7
EXHIBIT A – PAGE 1 OF 1
Note: A larger version of this exhibit is available at or from City’s City Clerk’s Office.

ITEM 8.1 – Exhibit A to Attachment A
CUP-2025-0005 Conditions of Approval | Page 7 of 7

OWNER ACKNOWLEDGEMENT OF CONDITIONS OF APPROVAL FOR
CONDITIONAL USE PERMIT CUP-2025-0005 (“ACKNOWLEDGEMENT”)

1. ACKNOWLEDGEMENT OF CONDITIONS OF APPROVAL. The person or persons executing this ACKNOWLEDGEMENT on behalf of the Owner has reviewed all Conditions of Approval for ConditionalUse Permit CUP-2025-0005 and has had the opportunity to consult with legal counsel regarding them as the Owner has deemed appropriate.

2. PURPOSE. The purpose of this ACKNOWLEDGEMENT is to ensure the Owner is aware of the Conditions of Approval for Conditional Use Permit CUP-2025-0005, which “run with the land.” References to “Owner” in the Conditions of Approval for Conditional Use Permit CUP-2025-0005 are not intended to, and will not be interpreted by the City as, conferring any additional legal responsibility or liability upon the Owner beyond that which otherwise exists in applicable law, or otherwise changing the Owner’s existing legal obligations.

3. RECORDATION. The person or persons executing this ACKNOWLEDGEMENT on behalf of the Owner consents to the recordation of the Conditions of Approval for Conditional Use Permit CUP-2025-0005, including this ACKNOWLEDGEMENT, in the office of the Clerk-Recorder for the County of Orange.

4. AUTHORITY TO EXECUTE. The person or persons executing this ACKNOWLEDGEMENT on behalf of the Owner represents and warrants that he/she/they has/have the authority to so execute this ACKNOWLEDGEMENT and to bind the Owner to its obligations hereunder.

5. SEVERABILITY. If any term, condition or covenant of this ACKNOWLEDGEMENT is declared or determined by any court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions of this ACKNOWLEDGEMENT shall not be affected thereby and the ACKNOWLEDGEMENT shall be read and construed without the invalid, void or unenforceable provision(s).

Property Owner – Laguna Woods Paseo De Valencia LLC, a Wyoming limited liability company
Signature: Date:

Full Name: Title:

SIGNATURE MUST BE NOTARIZED; ATTACH ACKNOWLEDGEMENT.

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Vicinity Map for Conditional Use Permit CUP-2025-0005
Source: Nearmap, City of Laguna Woods
Calle de la Louisa
Calle de la Magdalena
Ronda del Rossmoor
Calle de la Plata
Calle Aragon
Paseo de Valencia
Calle Aragon
Calle de la Plata
Legend
Laguna Woods Boundary
24301 Paseo De Valencia, APN 621-191-07
Parcels
0 100 200
Feet
ITEM 8.1 - Attachment B
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8.2 WILDLIFE FEEDING REGULATIONS
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ITEM 8.2
CC  02-18-2026 Item 8.2 – Page 1 of 4
TO: Honorable Mayor and Members of the City Council
FROM: Christopher Macon, City Manager
FOR: February 18, 2026 City Council Meeting
SUBJECT: Wildlife Feeding Regulations
Recommendation

1. Receive staff report.

AND

2. Open public hearing.

AND

3. Receive public testimony.

AND

4. Close public hearing.

AND

5. Approve the introduction and first reading of an ordinance – read by title with further reading waived – titled:

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAGUNA WOODS, CALIFORNIA, AMENDING SECTION 5.20.070 OF THE LAGUNA WOODS MUNICIPAL

CODE PERTAINING TO THE PROHIBITION OF FEEDING OR TAKING ANY OTHER ACTION

WHICH IS REASONABLY LIKELY TO PROVIDE SUSTENANCE FOR COYOTES, RODENTS,

VERMIN, OR OTHER WILDLIFE, AND DETERMINING AND CERTIFYING THAT THE

ORDINANCE IS EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT ITEM 8.2
Item 8.2 – Page 2 of 4 CC  02-18-2026
Background
The City discourages feeding wildlife for several reasons including, but not limited to:

1. Coyotes and other predators follow their prey to food sources; feeding one feeds them all.

2. Feeding wildlife draws them closer, which can increase the spread of typhus, plague, and other human illnesses.

3. Human food is not healthy for wild animals. They need a natural diet, not our diet.

Wildlife feeding is illegal under both state law (e.g., California Code of Regulations sections 251.1 and 251.3) and the Laguna Woods Municipal Code (principally, Section 5.20.070).

Reference documents from the U.S. Fish and Wildlife Service, U.S. Department of Agriculture, and Orange County Mosquito and Vector Control District are included as attachments B-G.

Discussion
Today’s meeting is an opportunity for City Council action and public input on an ordinance that would amend Section 5.20.070 of the Laguna Woods Municipal Code pertaining to wildlife feeding regulations (Attachment A). Staff recommends that the City Council conduct a public hearing and initiate the adoption process for the proposed ordinance to promote public health, safety, and welfare and deter dangerous encounters between wildlife and humans and their pets.

The proposed ordinance would modify existing regulations that prohibit the feeding of certain wildlife. The proposed ordinance would more broadly prohibit feeding or taking any other action which is reasonably likely to provide sustenance for coyotes, rodents, vermin, or other wildlife. The purpose and intent of the proposed ordinance is to control the presence of coyotes and other wildlife predators in urbanized settings by discouraging practices that are reasonably likely to provide sustenance for those predators, whether directly or indirectly by supporting the presence of rodents, vermin, and other wildlife that may serve as prey therefore. By controlling the presence of coyotes and other wildlife predators in urbanized settings, the City seeks to promote public health, safety, and welfare and deter dangerous encounters between wildlife and humans and their pets.

The proposed ordinance would:
• Expand the wildlife feeding prohibition to include any action which is reasonably likely to provide sustenance for coyotes, rodents, vermin, or other wildlife. The existing ordinance only prohibits feeding coyotes and other “nondomesticated mammalian ITEM 8.2
CC  02-18-2026 Item 8.2 – Page 3 of 4
predators,” as well as raccoons, foxes, skunks, and opossums. o The expanded wildlife feeding prohibition would:
 Make the ordinance more enforceable by eliminating existing language that limits enforcement to instances in which the enforcement officer is able to determine that certain types of wildlife have been fed.  Better align with the wildlife feeding prohibitions set forth in California Code of Regulations sections 251.1 or 251.3, which prohibit intentional acts that disrupt an animal’s normal behavior patterns and any feeding of big game animals (e.g., deer), respectively. Violations of California Code of Regulations 251.1 or 251.3 would also constitute violations of the proposed ordinance.
• Explicitly allow surveillance cameras and similar technology to be used to identify violations of the wildlife feeding prohibition. The use of technology would comply with all applicable federal, state, and local laws, including privacy laws. Surveillance cameras would only be affixed to or installed on private property with property owner authorization.
• Explicitly allow City staff to file complaints and reports with the State of California regarding known or suspected feeding of wildlife that could violate state law. • Make Section 5.20.070 of the Laguna Woods Municipal Code known as the “Wildlife Feeding Ordinance.”
The proposed ordinance includes several exemptions (see Section 5.20.070(c) in Exhibit A to Attachment A) including, but not limited to, certain activities occurring at commercial animal establishments (e.g., pet boarding businesses and veterinary hospitals), community gardens/garden centers, and equestrian centers. The proposed ordinance also makes clear that accidental spills from birdfeeders would not constitute a violation of the wildlife feeding prohibition, provided a reasonable attempt has been made to clean the spill and there is no evidence of rats being attracted to the spill.

The proposed ordinance would be enforceable by both City of Laguna Woods and City of Laguna Beach personnel. Most enforcement would likely be handled through the City of Laguna Woods’ administrative citation process (civil fines of $100 for the first offense, $200 for the second offense, and $500 for subsequent offenses, within a one-year period).

Staff has been collaborating with the Laguna Woods Village boards and Village Management Services staff to raise awareness of the dangers of feeding wildlife. Public education and outreach efforts would continue if the proposed ordinance is adopted.

ITEM 8.2
Item 8.2 – Page 4 of 4 CC  02-18-2026
If the recommended action is taken at today’s meeting, staff anticipates scheduling the second reading and consideration of adoption of the proposed ordinance for the City Council’s next adjourned regular meeting on March 18, 2026. If adopted on March 18, 2026, the ordinance would take effect 30 days thereafter.

Fiscal Impact
Sufficient to support this project are included in the City’s budget.

Environmental Review
The City Council is asked to find that the proposed ordinance is not subject to the California Environmental Quality Act of 1970, Public Resources Code Section 21000, et. seq., as amended and implementing State CEQA Guidelines, Title 14, Chapter 3 of the California Code of Regulations (collectively “CEQA”) pursuant to sections 15060(c)(2) (the activities will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activities are not a project as defined in section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3. CEQA Guidelines Section 15378(b)(2) excludes “[c]ontinuing administrative. . . activities, such as . . . general policy and procedure making” and Section 15378(b)(5) excludes “[o]rganizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment” from its definition of “project.” The City Council is also be asked to find that, even if the proposed ordinance were subject to CEQA, it would be exempt based on CEQA Guidelines Section 15061(b)(3) because it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.

Documents Available for Review
Related documents – including the proposed ordinance and the Laguna Woods Municipal Code – are available for public review at or from City Hall during normal working hours. The Laguna Woods Municipal Code is also available for review at www.cityoflagunawoods.org.

Attachments: A – Proposed Ordinance
Exhibit A – Proposed Code Amendments
B – U.S. Fish and Wildlife Service, The Hidden Harm in Feeding Your Local Wildlife C– U.S. Fish and Wildlife Service, To Feed or Not to Feed Wild Birds D– U.S. Department of Agriculture, Don’t Feed the Wildlife E – U.S. Department of Agriculture, Spatial and Temporal Variation in the Diet of Coyotes in the Chicago Metropolitan Area
F – Orange County Mosquito and Vector Control District, Rats G – Orange County Mosquito and Vector Control District, Squirrels ITEM 8.2 – Attachment A
O 26-XX 1 XX-XX-2026

CITY OF LAGUNA WOODS
ORDINANCE NO. 26-XX

AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF LAGUNA WOODS, CALIFORNIA, AMENDING SECTION 5.20.070 OF THE LAGUNA WOODS MUNICIPAL

CODE PERTAINING TO THE PROHIBITION OF FEEDING OR TAKING ANY OTHER

ACTION WHICH IS REASONABLY LIKELY TO PROVIDE SUSTENANCE FOR COYOTES,

RODENTS, VERMIN, OR OTHER WILDLIFE, AND DETERMINING AND CERTIFYING

THAT THE ORDINANCE IS EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL

QUALITY ACT
WHEREAS, staff has recommended amending Section 5.20.070 of Chapter 5.20 (“Wild, Exotic and Nondomesticated Animals”) of the Laguna Woods Municipal Code (“Code Amendments”) pertaining to the prohibition of feeding or taking any other action which is reasonably likely to provide sustenance for coyotes, rodents, vermin, or other wildlife, in order to promote public health, safety, and welfare and deter dangerous encounters between wildlife and humans and their pets; and WHEREAS, the purpose and intent of the Code Amendments is to control the presence of coyotes and other wildlife predators in urbanized settings by discouraging practices that are reasonably likely to provide sustenance for those predators, whether directly or indirectly by supporting the presence of rodents, vermin, and other wildlife that may serve as prey therefore. By controlling the presence of coyotes and other wildlife predators in urbanized settings, the City seeks to promote public health, safety, and welfare and deter dangerous encounters between wildlife and humans and their pets; and WHEREAS, at the regular meeting on February 18, 2026, the City Council held a duly noticed public hearing on this Ordinance at which it considered all of the information, evidence, and testimony presented, both written and oral; and WHEREAS, at the regular meeting on March 18, 2026, the City Council considered this Ordinance for a second time in open session and also considered all of the information, evidence, and testimony presented, both written and oral.

THE CITY COUNCIL OF THE CITY OF LAGUNA WOODS, CALIFORNIA, DOES ORDAIN AS FOLLOWS:

SECTION 1. The above recitals are true and correct.

SECTION 2. After reviewing the entire project record, the City Council hereby determines and certifies that the Ordinance is not subject to the California Environmental Quality Act of 1970, Public Resources Code Section 21000, et. seq., as amended and implementing State CEQA Guidelines, Title 14, Chapter 3 of the California Code of Regulations (collectively “CEQA”) pursuant to sections 15060(c)(2) (the activities will not ITEM 8.2 – Attachment A
O 26-XX 2 XX-XX-2026
result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activities are not a project as defined in section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3. CEQA Guidelines Section 15378(b)(2) excludes “[c]ontinuing administrative. . . activities, such as . . . general policy and procedure making” and Section 15378(b)(5) excludes “[o]rganizational or administrative activities of governments that will not result in direct or indirect physical changes in the environment” from its definition of “project.” After reviewing the entire project record, the City Council hereby finds that, even if the Ordinance were subject to CEQA, it would be exempt based on CEQA Guidelines Section 15061(b)(3) because it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment.

SECTION 3. Section 5.20.070 (“Prohibiting of feeding certain wildlife”) of Chapter

5.20 (“Wild, Exotic and Nondomesticated Animals”) of the Laguna Woods Municipal Code is hereby amended to read as set forth in Exhibit A, attached to this Ordinance and incorporated herein by this reference.

SECTION 4. This Ordinance shall take effect and be in full force and operation 30 calendar days after adoption.

SECTION 5. If any section, subsection, subdivision, paragraph, sentence, clause, or phrase added by this Ordinance, or any part thereof, is for any reason held to be unconstitutional or invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity of effectiveness of the remaining portions of this Ordinance or any part thereof. The City Council hereby declares that it would have passed each section, subsection, subdivision, paragraph, sentence, clause, or phrase thereof irrespective of the fact that any one or more subsections, subdivisions, paragraphs sentences, clauses, or phrases are declared unconstitutional, invalid, or ineffective.

SECTION 6. The Mayor shall sign this Ordinance.

SECTION 7. The City Clerk shall certify to the passage of this Ordinance and shall cause this Ordinance to be published or posted as required by law.

SECTION 8. All of the above-referenced documents and information have been and are on file with the City Clerk of the City.

PASSED, APPROVED AND ADOPTED this XX day of XX 2026.
_____________________________________
ANNIE MCCARY, Mayor
ITEM 8.2 – Attachment A
O 26-XX 3 XX-XX-2026
ATTEST:
_____________________________________
YOLIE TRIPPY, CMC, City Clerk
APPROVED AS TO FORM:
_____________________________________
ALISHA PATTERSON, City Attorney

STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.

CITY OF LAGUNA WOODS )
I, YOLIE TRIPPY, City Clerk of the City of Laguna Woods, do HEREBY CERTIFY that the foregoing Ordinance No. 26-XX was duly introduced and placed upon its first reading at a regular meeting of the City Council on the XX day of XX 2026, and that thereafter, said Ordinance was duly adopted and passed at a regular meeting of the City Council on the XX day of XX 2026 by the following vote to wit:

AYES: COUNCILMEMBERS:

NOES: COUNCILMEMBERS:

ABSTAIN: COUNCILMEMBERS:

ABSENT: COUNCILMEMBERS:
_______________________________________
YOLIE TRIPPY, CMC, City Clerk
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ITEM 8.2 – Exhibit A to Attachment A

EXHIBIT A

CODE AMENDMENTS
Laguna Woods, California, Code of Ordinances Created: 2025-12-17 10:02:17 [EST] (Supp. No. 37)

Page 1 of 4 ends

Laguna Woods City CouncilFebruary 18, 2026

Laguna Woods City Council
February 18, 2026