Agenda packet — Livermore City Council, April 14, 2025 (part 1 of 3)

CITY COUNCIL
AGENDA
MONDAY, APRIL 14, 2025
REGULAR MEETING –
7:00 PM
CLOSED SESSION - 6:30 PM

MEETING PARTICIPATION INFORMATION CAN BE FOUND AT THE END OF THE AGENDA

CIVIC CENTER MEETING HALL

CITY COUNCIL CHAMBERS
1016 S. LIVERMORE AVENUE
CITY OF LIVERMORE YOUTUBE CHANNEL:
https://www.youtube.com/c/CityofLivermoreCalifornia
TV29:

Comcast TV Channel 29
tv29live.org
John P Marchand, Mayor
Evan Branning, Vice Mayor
Ben
Barrientos, Council Member
Steven Dunbar, Council Member
Kristie Wang, Council Member
Livermore City Council Agenda
April 14, 2025

1 1.

CLOSED SESSION - 6:30 PM

Roll Call
Opportunity for the the Public to Address City Council Regarding Closed Session Items Adjourn to Closed Session
Note: This Closed Session my be continued to the end of the Regular Meeting.

1.1 Conference with Labor Negotiators. To meet with the City’s negotiators Tina Olson, Administrative Services Director, Kristen Hilton, Human Resources Manager, and Emily Prescott, of Counsel with the law firm Sloan, Sakai, Yeung and Wong LLP pursuant to Government Code section 54957.6, regarding negotiations with the Livermore Police Management Association.

1.2 Conference with Labor Negotiators. To meet with the City’s negotiators Tina Olson, Administrative Services Director, Kristen Hilton, Human Resources Manager, and Emily Prescott, of Counsel with the law firm Sloak, Sakai, Yeung and Wong LLP pursuant to Government Code section 54957.6, regarding negotiations with the Livermore Management Group.

2. CALL TO ORDER

3. PROCLAMATIONS AND PRESENTATIONS

3.1 Commission for the Arts annual update presented by Chair Laurence E. Milder

Recommendation:

Staff recommends the City Council receive the Commission for the Arts annual update.

Staff Report

3.2 Proclamation declaring April as Fair Housing Month in Livermore presented to Tanya Corona, Housing Coordinator for ECHO (Eden Council for Hope and Opportunity) Housing

Recommendation:

Staff recommends City Council proclaim April as Fair Housing Month.

Staff Report

Attachments:

ROLL CALL

Council Member Ben Barrientos
Council Member Steven Dunbar
Council Member Kristie Wang
Vice Mayor Evan Branning
Mayor John Marchand

PLEDGE OF ALLEGIANCE

REPORT OF ACTION TAKEN IN CLOSED SESSION

Livermore City Council Agenda
April 14, 2025

2 1. Proclamation - 2025 Fair Housing Month

4. OPEN FORUM

In conformance with the Brown Act, no City Council action can occur on items presented during Open Forum.

To provide public comment in person, please submit a speaker card. When your name is called, walk to the lectern to address City Council.

Comments are limited to a maximum of 3 minutes per person, per item. The Mayor may reduce the amount of time based on the number of persons wishing to speak.

Comments are limited to one comment per person per item regardless of format or time submitted (this includes email and e-comment submissions prior to the meeting as well as live comments during the meeting).

Open Forum will conclude after 30 minutes; however, if there are additional speakers, Open Forum will reconvene before the meeting adjourns.

5. CONSENT CALENDAR

Consent Calendar items are considered routine and are acted upon by the City Council with a single action. Members of the audience wishing to provide public input must submit a speaker card found at the entrance of the Council Chambers. A speaker is limited to a single comment with a maximum of three minutes for the entire Consent Calendar. If Consent Calendar items are pulled for discussion by the City Council, a speaker will be allowed one comment per item on the items pulled for discussion and a separate comment for the remaining Consent Calendar. The one comment limit applies regardless of format or time submitted (this includes email and e-comment submissions prior to the meeting as well as live comments during the meeting).

5.1 Approval of draft minutes - March 24, 2025 Regular Meeting.

Recommendation:

Staff recommends the City Council approve the draft minutes.

Staff Report

Attachments:

1. DRAFT 2025-03-24

5.2 Resolution determining Parcel 3 of Parcel Map 4797, Parkview, located north of Portola Avenue across from Rincon Avenue, is annexed to the City of Livermore Community Facilities District No. 2023-1 (Isabel Neighborhood Specific Plan Services).

Recommendation:

Staff recommends the City Council adopt a resolution determining Parcel 3 of Parcel Map 4797, Parkview, located north of Portola Avenue across from Rincon Avenue, is annexed to the City of Livermore Community Facilities District No. 2023-1 (Isabel Neighborhood Specific Plan Services) and directing the City Clerk to record the Notice of Annexation.

Staff Report

Attachments:

1. CFD 2023-1 Tax Zone Map

Livermore City Council Agenda
April 14, 2025

3 2. Resolution

3. Exhibit A - Unanimous Approval

5.3 Resolution authorizing the acceptance for permanent maintenance, release of the security bonds, and execution of a Notice of Completion for the Primary and Secondary Treatment Improvements Project Number 2019-31.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the acceptance for permanent maintenance, release of the security bonds, and authorizing the City Manager to sign the Notice of Completion for the Primary and Secondary Treatment Improvements Project Number 2019-31.

Staff Report

Attachments:

1. Location Map

2. Resolution

3. Exhibit A - Notice of Completion

5.4 Resolution authorizing a supplemental appropriation of Measure BB-Local Streets and Roads Fund 830, in the amount of $80,000 in FY 2024-25 and authorizing acceptance for permanent maintenance, release of the security bonds, and execution of a Notice of Completion for the Railroad Avenue Street Improvements Project 2021-16.

Recommendation:

Staff recommends the City Council adopt a resolution:
1 .

Authorizing a supplemental appropriation of $80,000 from Measure BB-Local Streets and Roads Fund 830 to the FY 2024-25 budget for the Railroad Avenue Street Improvements Project 2021-16; and
2 .

Authorizing the acceptance for permanent maintenance, release of the security bonds, and authorizing the City Manager to sign the Notice of Completion for the Railroad Avenue Street Improvements Project 2021-16.

Staff Report

Attachments:

1. Location Map

2. Resolution

3. Exhibit A - Notice of Completion

5.5 Resolution authorizing execution of a third amendment to the agreement with HMH Engineers for on-call engineering services, increasing the not-to-exceed contract amount from $1,800,000 to $3,200,000 with a term ending December 31, 2027.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute a third amendment to the engineering services agreement with HMH Engineers for additional on-call engineering design services, increasing the not-to-exceed agreement amount from $1,800,000 to $3,200,000.

Livermore City Council Agenda
April 14, 2025

4 Staff Report

Attachments:

1. Resolution

2. Exhibit A - Third Amendment to Agreement

5.6 Resolution authorizing execution of an agreement with Republic Services Vasco Road, LLC for the disposal of solid waste through June 30, 2035, and rejecting all other bids for the disposal of solid waste.

Recommendation:

Staff recommends the City Council adopt a resolution
1 .

Finding that the Project is categorically exempt under the California Environmental Quality ("CEQA") Guidelines Section 15301, Existing Facilites and Section 15308, Actions by Regulatory Agencies for Protection of the Environment, as well as exempt under CEQA Guidelines Section 15061 (b)(3), Common Sense Exemption; 2 .

Authorizing the City Manager to execute an agreement with Republic Services Vasco Road, LLC for the Disposal of Solid Waste through June 30, 2035; and 3 .

Rejecting all other bids for the disposal of solid waste.

Staff Report

Attachments:

1. Resolution

2. Exhibit A - Agreement

5.7 Resolution authorizing execution of a Low-Income For Sale Housing Agreement with City Ventures for a 31-unit subdivision located northeast of the Portola Avenue and Rincon Avenue intersection (VTPM 11473).

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute a Low Income For Sale Housing Agreement with City Ventures for a 31-unit subdivision located northeast of the Portola Avenue and Rincon Avenue intersection (VTPM 11473).

Staff Report

Attachments:

1. Resolution

2. Exhibit A - Agreement

5.8 Resolution authorizing the execution of a Subordination Agreement with Tri Valley BMR, LLC and the Department of Housing and Community Development for the Vineyard 2.0 project.

Recommendation:

Staff recommends the City Council adopt a resolution a
uthorizing the City Manager, or her
designee, to execute a Subordination Agreement with Tri Valley BMR, LLC, and the Department of Housing and Community Development for the Vineyard 2.0 project.

Staff Report

Livermore City Council Agenda
April 14, 2025

5 Attachments:

1. Resolution

2. Exhibit A - Agreement

5.9 Resolution authorizing the execution of an agreement with LEHR Upfitters OpCo, LLC d/b/a LEHR to provide on-call services to outfit and repair City emergency vehicles and equipment in an amount not-to-exceed $900,000 for a five-year term ending April 30, 2030.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute an agreement with LEHR Upfitters OpCo, LLC d/b/a LEHR to perform on-call services to outfit and repair City emergency vehicles and equipment for the police department and Livermore Pleasanton Fire Department in an amount not-to-exceed $900,000 for a five-year term ending April 30, 2030.

Staff Report

Attachments:

1. Cooperative Purchasing Contract

2. Resolution

3. Exhibit A - Agreement

5.10 Resolution authorizing the City Manager to execute an agreement with the Alameda County Fire Department for equipment and installation of Phoenix G2 alerting system at City fire stations 6, 7, 8, 9, and 10 in a total amount not-to-exceed $689,432.

Recommendation:

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute an agreement with the Alameda County Fire Department for equipment and installat ion of
Phoenix G2 Alerting System at City

fire stati
ons 6, 7, 8, 9, and 10 in
a total amount not-to-
exceed $689,432.

Staff Report

Attachments:

1. Resolution

2. Exhibit A - Agreement

5.11 Resolution accepting the Single Audit Report related to federal grants for the Fiscal Year Ending June 30, 2024.

Recommendation:

Staff recommends the City Council adopt a resolution accepting the Single Audit Report for Fiscal Year 2023-24 as completed.

Staff Report

Attachments:

1. Resolution

2. Exhibit A - Federal Awards Report in Accordance with Uniform Guidance

Livermore City Council Agenda
April 14, 2025

6 6.

PUBLIC HEARINGS

6.1 Hearing to receive and consider protests and direct staff to proceed with fieldwork on the abatement of weeds, rubbish, dirt, or refuse on specific described properties under the 2025 Weed Abatement Program.

Recommendation:

Staff recommends City Council consider all protests, and if the City Council finds it appropriate, adopt a resolution overruling protests, and direct staff to proceed with necessary weed abatement on all parcels requiring abatement.

Staff Report

Attachments:

1. Resolution

2. Exhibit A - 2025 List of Parcels and Property Owners

7. MATTERS FOR CONSIDERATION

7.1 Update on the Airport Land Use and Development Study Including Next Steps

Recommendation:

Staff recommends the City Council receive a presentation on the Airport Land Use and Development Study and Next Steps.

Staff Report

Attachments:

1. Airport Land Use Study Memo

8. COUNCIL COMMITTEE REPORTS AND MATTERS INITIATED BY CITY

MANAGER, CITY ATTORNEY, AND COUNCIL MEMBERS

9. ADJOURNMENT

To a Special City Council meeting on Monday, April 21, 2025 at 6:00 pm, Civic Center Meeting Hall, William M. Mendenhall Room, 1016 S. Livermore Avenue and a Regular City Council meeting on Monday, April 28, 2025 at 7:00 pm, Civic Center Meeting Hall, City Council Chambers, 1016 S. Livermore Avenue.

10. SUPPLEMENTAL MATERIALS

10.1 Supplemental materials received prior to the meeting.

Staff Report

Livermore City Council Agenda
April 14, 2025

7 Attachments:

1. Supplemental Materials

10.2 Supplemental materials received at the meeting.

Staff Report

Attachments:

1. Items Received at the Meeting

11. HOW TO PARTICIPATE IN YOUR CITY COUNCIL MEETING

You can participate in the meeting in a number of ways:

Open Forum
is an opportunity for the public to speak regarding items not listed on the agenda. Speakers are limited to a maximum of 3 minutes per person. To address the City Council in person, you must submit a speaker card to the City Clerk prior to the start of that item. Please note that the City Council is prohibited by State law from taking action on any items that are not listed on the agenda. However, if your item requires action, the City Council may place it on a future agenda or direct staff to work with you and/or report to the City Council on the issue.

Public Hearings
- The topic of the hearing is typically summarized by staff, followed by a presentation by the applicant, and questions from the City Council. The Mayor will then open the hearing to the public and offer an opportunity for public comments. Speakers are limited to a maximum of 3 minutes per person. To address the City Council in person, you must submit a speaker card to the City Clerk prior to the start of the presentation of the item.

Other Agenda Items
are also open for public input including Consent Calendar or Matters for Consideration items. These comments are also subject to the 3-minute limit.

Special Meetings, Workshops
- The public will have the opportunity to address the City Council regarding the item that is the subject of the special meeting or workshop. Public comments are limited to a maximum of 3 minutes per person.

Platforms to Participate in Meetings:

Submission of Comments Prior to the Meeting:

Email Comments
may be submitted by the public to the City Clerk’s Office (
[email protected]
). Items received no later than 12:00 pm on the day of the meeting will be provided to the City Council and available on the City website prior to the meeting. These items will NOT be read into the record.

eComments
may be submitted by the public using the eComment link
here
. Comments may
be up to 1000 characters in length and will be accepted up until 4:00 pm the day of the meeting. These items will NOT be read into the record and are viewable by the City Council and the public upon submittal.

Submission of Comments During the Meeting:

Livermore City Council Agenda
April 14, 2025

8 Speakers are limited to a maximum of 3 minutes per person. To submit a comment you must complete a speaker card for each item. Speaker cards are available in the Civic Center Meeting Hall lobby. Indicate on the card the item number you wish to comment on and submit the card directly to the City Clerk prior to the start of the item. Please note that the City Council is prohibited by State law from taking action on any items that are not listed on the agenda.

However, if your item requires action, the City Council may place it on a future agenda or direct staff to work with you and/or report to the City Council on the issue.

The City will be using YouTube and TV29 as two tools to provide the public access to view City Council meetings. No public comment will be accepted via YouTube.

TV29:
tv29live.org
Comcast Cable 29
YouTube:
http://youtube.com/c/CityofLivermoreCalifornia

If you would like to deliver written materials to the City Council as part of your public comment, please provide 10 copies to the City Clerk with your speaker card.

The
City Council Agenda and Agenda Reports
are prepared by City staff and are available
for public review on Tuesday evening, six days prior to the City Council meeting in the Civic Center Library, 1188 South Livermore Avenue, Livermore, and at the City Clerk’s Office, 1052 South Livermore Avenue, Livermore. The Agenda is also available on the City’s website, http://LivermoreCA.gov/agenda
.

Under Government Code §54957.5, any
supplemental material
distributed to the members
of the City Council after the posting of this agenda will be available for public review in the City Clerk’s Office, 1052 South Livermore Avenue, Livermore, and included in the agenda packet available on the City’s web site at
http://LivermoreCA.gov/agenda
.

PURSUANT TO TITLE II OF THE AMERICANS WITH DISABILITIES ACT (CODIFIED AT 42 UNITED STATES CODE SECTION 12101 AND 28 CODE OF FEDERAL REGULATIONS PART 35), AND SECTION 504 OF THE REHABILITATION ACT OF 1973, THE CITY OF

LIVERMORE DOES NOT DISCRIMINATE ON THE BASIS OF RACE, COLOR, RELIGION,

NATIONAL ORIGIN, ANCESTRY, SEX, DISABILITY, AGE OR SEXUAL ORIENTATION IN THE PROVISION OF ANY SERVICES, PROGRAMS, OR ACTIVITIES. TO ARRANGE AN

ACCOMMODATION IN ORDER TO PARTICIPATE IN THIS PUBLIC MEETING, PLEASE

CONTACT THE ADA COORDINATOR AT
[email protected]
OR
CALL (925) 960-4170 (VOICE) OR (925) 960- 4104 (TDD) AT LEAST THREE (3) BUSINESS DAYS IN ADVANCE OF THE MEETING.

Livermore City Council Agenda
April 14, 2025

9 CITY COUNCIL STAFF REPORT
ITEM NO. 3.1

DATE:

April 14, 2025
TO:

Honorable Mayor and City Council
FROM:

Allen McFarland, Management Analyst II
SUBJECT:

Commission for the Arts annual update presented by Chair Laurence E. Milder

RECOMMENDED ACTION

Staff recommends the City Council receive the Commission for the Arts annual update.

SUMMARY

DISCUSSION

ATTACHMENTS

Prepared by: Allen McFarland
Management Analyst II

DATE:

April 14, 2025
TO:

Honorable Mayor and City Council
FROM:

Brent Smith, Community Development Director
SUBJECT:

Proclamation declaring April as Fair Housing Month in Livermore presented to Tanya Corona, Housing Coordinator for ECHO (Eden Council for Hope and Opportunity) Housing

RECOMMENDED ACTION

Staff recommends City Council proclaim April as Fair Housing Month.

SUMMARY

DISCUSSION

ATTACHMENTS

1. Proclamation - 2025 Fair Housing Month

Prepared by: Deborah
Davis
Administrative Assistant

Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
11 12

CITY COUNCIL STAFF REPORT
ITEM NO. 5.1

DATE:

April 14, 2025
TO:

Honorable Mayor and City Council
FROM:

Marianna A. Burch, City Manager
SUBJECT:

Approval of draft minutes - March 24, 2025 Regular Meeting.

RECOMMENDED ACTION

Staff recommends the City Council approve the draft minutes.

SUMMARY

DISCUSSION

ATTACHMENTS

1. DRAFT 2025-03-24

Prepared by: Debbie Elam
City Clerk

TY COUNCIL
MARCH 24, 2025
________________________________________________________________ C

LOSED SESSION
CAL
L TO ORDER – The Closed Session of the City Council was called to order by Mayor John Marchand at 6:00 pm, held in person at 1016 S. Livermore Avenue.

RO
LL CALL – Present: Mayor John Marchand, Vice Mayor Evan Branning, Council Members Ben Barrientos, Steven Dunbar, and Kristie Wang.

PPORTUNITY FOR THE PUBLIC TO ADDRESS THE CITY COUNCIL
REGARDING CLOSED SESSION ITEMS.

Ma
yor Marchand opened the public comment period.

T
here were no speakers, and the public comment period was closed.

1. ADJ

OURN TO CLOSED SESSION

1.1 Conference with Legal Counsel - Existing Litigation. To meet with legal counsel pursuant to Government Code section 54956.9(d)(1) to discuss litigation that has been formally initiated. (Two cases)
Alameda County Taxpayers’ Association Inc, et al. v. Livermore, Alameda County Superior Court Case No. 23CV047436
Alameda County Taxpayers’ Association Inc, et al. v. Livermore, Alameda County Superior Court Case No. 24CV058036
1 .2 Conference with Labor Negotiators. To meet with the City’s negotiators Tina Olson, Administrative Services Director, Kristen Hilton, Human Resources Manager, and Tim Davis, a partner with the law firm Burke, Williams, & Sorensen LLP pursuant to Government Code section 54957.6, regarding negotiations with the International Association of Fire Fighters, Local 1974, AFL-CIO-CLC.

1. 3 Conference with Labor Negotiators. To meet with the City’s negotiators Tina Olson, Administrative Services Director, Kristen Hilton, Human Resources Manager, and Tim Davis, a partner with the law firm Burke, Williams, & Sorensen LLP pursuant to Government Code section 54957.6, regarding negotiations with the International Association of Fire Fighters, Local 1974, Battalion Chief’s Unit, AFL-CIO-CLC.

ATTACHMENT 1
14 CM/75/ Minutes MARCH 24 2025

1.4 Conference with Labor Negotiators. To meet with the City’s negotiators Tina Olson, Administrative Services Director, Kristen Hilton, Human Resources Manager, and Charles Sakai, a partner with the law firm Sloan, Sakai, Yeung and Wong LLP pursuant to Government Code section 54957.6, regarding negotiations with the Livermore Police Officers Association.
______________________________________________________________ __

REGULAR MEETING

2. CALL TO ORDER – The meeting of the City Council was called to order by Mayor John Marchand at 7:05 pm, held in person at 1016 S. Livermore Avenue.

ROLL CALL – Present: Mayor John Marchand, Vice Mayor Evan Branning, Council Members Ben Barrientos, Steven Dunbar, and Kristie Wang.

PLEDGE OF ALLEGIANCE

REPORT OF ACTION TAKEN IN CLOSED SESSION

City Attorney Jason Alcala stated there was no reportable action.

3. PROCLAMATIONS AND PRESENTATIONS

3.1 Proclamation declaring March 2025 as March for Meals (#SaveLunch) Month, presented to Carrie Oldes, Meals on Wheels Program Manager

Mayor Marchand presented a proclamation to Carrie Oldes, Program Manager declaring March 2025 as March for Meals (#Save Lunch) Month.

Carrie Oldes made brief comments.

3.2 2024 Climate Action Plan Progress Report, presented by Tricia Pontau, Sustainability Program Manager.

Sustainability Program Manager, Tricia Pontau presented the progress report.

4. OPEN FORUM

Mayor Marchand opened the public comment period.

Greg Scott provided a comment.

Alan Marling provided a comment.

There were no more speakers, and the public comment period was closed.

5. CONSENT CALENDAR

ATTACHMENT 1
15 MARCH 24 2025 Minutes CM/75/
Mayor Marchand opened the public comment period.

There w
ere no speakers, and the public comment period was closed.

ON THE

MOTION OF COUNCIL MEMBER BARRIENTOS , SECONDED BY
COUNCIL MEMBER DUNBAR AND CARRIED ON A 5 -0 VOTE, THE CITY COUNCIL APPROVED THE CONSENT CALENDAR.

5.1 Approval of draft minutes - March 3, 2025 Special Meeting and March 10, 2025 Regular Meeting.

5.2 Resolution 2025-043 authorizing execution of an on- call architectural services agreement with Barry & Wynn Architects, Inc. in an amount not-to-exceed $500,0000 with a term ending December 31, 2029, to support various facility projects in the Capital Improvement Program.

5.3 Resolution 2025-044 approving the update to the City of Livermore Development Plan Check and Procedures Manual, which is used to review entitlement applications, final maps and improvements to the City's infrastructure, dated March 24, 2025, and delegating discretionary authority to the City Engineer to approve future revisions to the manual.

5.4 Resolution 2025-045 approving exceptions to the Livermore Municipal Code bidding requirements, authorizing issuance of a purchase order in an amount not-to-exceed $813,345 for Contech Engineered Solutions, LLC, and authorizing issuance of a purchase order in an amount not-toexceed $653,136 for StormTrap, LLC for full trash capture devices as part of the Storm Drain Trash Capture Project 2024-25.

5.5 Resolution 2025-046 authorizing the approval of Altamont Settlement Agreement Education Advisory Board's $628,665 Expenditure Plan for FY 2025-

26. 5.6 Resolution 2025-047 receiving the 2024 Annual Review of Military Equipment Report, determining that the equipment identified in the report complies with applicable standards, and authorizing the City of Livermore Military Equipment Ordinance 2.36.200 to be renewed and remain in effect.

5.7 Resolution 2025-048 authorizing a supplemental appropriation to the Fleet Fund 730 in the amount of $3,113,239 to complete the planned purchase of vehicles for FY 2024-25

5.8 Resolution 2025-049 authorizing execution of an Affordable Housing Loan Agreement, an Affordable Housing Regulatory Agreement, a Ground Lease and all other related documents authorized and described in those agreements with Pac Avenue, L.P. and appropriating $5,000,000 in State Local Housing Trust Funds (LHTF) and $1,500,000 in City Affordable Housing Trust Funds for the development loan for the development of the Pacific Avenue Senior Apartments ATTACHMENT 1
16 CM/75/ Minutes MARCH 24 2025
Phase 1.

5.9 Resolution 2025-050 amending the City of Livermore Salary Plan dated March 2025 in accordance with California Code of Regulations, Title 2, Section 570.5 to provide 5% salary increases for positions the City has had challenges with recruitment and retention

6. PUBLIC HEARINGS

6.1 Public Hearing t o consider the 2024 Housing Element Annual Progress Report, which tracks the City’s progress towards implementing the Housing Element of the General Plan and meeting its Regional Housing Needs Allocation (RHNA), pursuant to Government Code Section 65400.

Rec
ommendation: S taff recommended the City Council adopt a resolution accepting the 2024 General Plan Housing Element Annual Progress Report.

Ass
istant Planner, Shannon Pagan, presented the staff report.

Mayo
r Marchand opened the public hearing.

Tri
sh Munro provided a comment.

There
were no more speakers, and the hearing was closed.

ON TH

E MOTION OF VICE MAYOR BRANNING , SECONDED BY COUNCIL
MEMBER WANG AND CARRIED ON A 5 -0 VOTE, THE CITY COUNCIL ADOPTED THE FOLLOWING RESOLUTION:

Res
olution 2025-051 accepting the 2024 General Plan Housing Element Annual Progress Report.

7. MATT
ERS FOR CONSIDERATION – NONE

8. COUNCIL COMMITTEE REPORTS AND MATTERS INITIATED BY CIT Y

MANAGER, CITY ATTORNEY, STAFF AND COUNCIL MEMBERS
THE M

AYOR AND CITY COUNCIL MEMBERS PROVIDED A SUMMARY OF

RECENTLY ATTENDED EVENTS AND MEETINGS IN ADDITION TO THE INFORMATION PROVIDED IN THE SUPPLEMENTAL PACKET. COUNCIL

MEMBERS WHO DID NOT PROVIDE A SUMMARY IN THE SUPPLEMENTAL PACKET ARE INCLUDED BELOW.

Sew
a International Council Member Dunbar noted his attendance at the East Bay Holi festival on March 22, 2025.

Thre
e Valleys Community Foundation Council Member Barrientos noted his attendance at the March 13, 2025 grant event.

ATTACHMENT 1
17 MARCH 24 2025 Minutes CM/75/

9. ADJ
OURNMENT – a t 8:13 pm in memory of Macy Perez to a Regular City Council Meeting on Monday, April 14, 2025 at 7:00 pm, Civic Center Meeting Hall, City Council Chambers, 1016 S. Livermore Avenue.

APPROVED:

JO HN P. MARCHAND, MAYOR
ATTEST: ___
DEBO RAH L. ELAM, CITY CLERK
ATTACHMENT 1
18 CITY COUNCIL STAFF REPORT
ITEM NO. 5.2

DATE:

April 14, 2025
TO:

Honorable Mayor and City Council
FROM:

Brent Smith, Community Development Director
SUBJECT:

Resolution determining Parcel 3 of Parcel Map 4797, Parkview, located north of Portola Avenue across from Rincon Avenue, is annexed to the City of Livermore Community Facilities District No. 2023-1 (Isabel Neighborhood Specific Plan Services).

RECOMMENDED ACTION

SUMMARY
The Parkview condominium project, Parcel 3 of Parcel Map 4797, Parkview, located north of Portola Avenue across from Rincon Avenue, was conditioned to participate in a maintenance district to finance the maintenance and operation of services associated with the Isabel Neighborhood Specific Plan. The property owner, Fallon Enterprises Inc., is fulfilling this obligation by requesting annexation to Community Facilities District No. 2023-1 (Isabel Neighborhood Specific Plan Services) (CFD No. 2023-1) and has provided the attached Unanimous Approval document that constitutes a unanimous vote by Fallon Enterprises Inc. in favor of annexing their property into CFD No. 2023-1.

DISCUSSION
On June 12, 2023, City Council adopted Resolution 2023-92, approving the formation of CFD No. 2023-1 and a future annexation area (Future Annexation Area) for CFD No. 2023-1 under the Mello-Roos Community Facilities Act of 1982 (Mello-Roos Act). At that meeting, a special election of qualified landowner electors in CFD No. 2023-1 was held at which at least two-thirds of the electors voting approved the levy of the special tax in the original boundaries of CFD No. 2023-1 and an appropriations limit for CFD 2023-1.

Subsequently, on June 26, 2023, the City Council adopted Ordinance No. 2147, to levy special taxes within CFD No. 2023-1, including any parcels that annex into CFD No. 2023-1. 19 The Future Annexation Area was established for CFD No. 2023-1 to create a streamlined process for projects to annex into CFD No. 2023-1 and contribute maintenance funds for the public amenities and/or infrastructure that is installed within the Isabel Neighborhood Specific Plan. The Future Annexation Area coincides with the boundary of the Isabel Neighborhood Specific Plan area. Parcels within the Future Annexation Area may annex into CFD 2023-1 without any requirement for further public hearings or additional proceedings if their owners execute a unanimous approval (Unanimous Approval), which under the Mello-Roos Act constitutes the vote of the qualified elector in favor of the matters addressed in the Unanimous Approval for purposes of California law.

CFD No. 2023-1 was formed to provide funding for the maintenance and operation of the following public amenities within the Isabel Neighborhood Specific Plan:

Neighborhood Streets - Main Street, Bicycle Streets, and Pedestrian Streets within the Isabel Neighborhood Specific Plan
Neighborhood Parks
Neighborhood Trails
Neighborhood Plazas
Pedestrian Bridge/Tunnel Crossing of Isabel Avenue
Valley Link Plaza and Pedestrian Bridges
Valley Link Parking Lot

Costs for CFD No. 2023-1 administration, as well as Alameda County’s costs to collect the special taxes, will also be paid with special taxes levied in CFD No. 2023-1.

The Parkview condominium project, Parcel 3 of Parcel Map 4797, is located within the Future Annexation Area. The conditions of approval for the project require the property owner to participate in a maintenance district to finance the maintenance and operation of services associated with the Isabel Neighborhood Specific Plan. The property owner, Fallon Enterprises Inc. is fulfilling this obligation by requesting annexation to Community Facilities District No. 2023-1 and has executed the attached Unanimous Approval. Unanimous Approval constitutes a unanimous vote by Fallon Enterprises Inc. in favor of annexing their property to CFD No. 2023-1 and the annual levy of special taxes according to the rate and method of apportionment of the special tax (RMA).

To complete the annexation process for the Parkview condominium project, Parcel 3 of Parcel Map 4797, the City Council is asked to consider adopting a resolution determining that the property is annexed to CFD No. 2023-01. Adoption of the resolution will annex the project as Tax Zone 5 within the CFD No. 2023-1 and direct the City Clerk to record a notice of the annexation with the Alameda County Recorder. Attachment 1 shows a map of the CFD No. 2023-1 boundary with all tax zones created to date. This map will be updated as new tax zones are annexed into CFD No. 2023-1.

FISCAL AND AMINISTRATIVE IMPACTS

The City will administer CFD No. 2023-01 on an annual basis and will budget for, and manage, the necessary maintenance, operation, and administration. All related expenditures will be paid by the City with special taxes collected in CFD No. 2023-1. At buildout of the Isabel Neighborhood Specific Plan area, the estimated annual cost for maintaining all the items in the Description of Services for CFD No. 2023-1 is approximately $1,800,000 plus administrative expenses. As each new development within the 20 specific plan is completed, they will be assessed their pro-rata share of the overall maintenance expenses of the CFD No. 2023-1.

With this annexation, the Parkview condominium project becomes Tax Zone 5 in CFD No. 2023-1. The FY 2024-25 Special Tax Requirement Max Cap for Zone 5 is estimated at $17,555, an average of $566 per residential unit as shown in Table 5 of Exhibit A to the Resolution. This amount is the pro-rata share of the CFD maintenance costs attributed to Tax Zone 5. The max cap for Tax Zone 5 will increase on July 1, 2025, and annually each July 1 thereafter, based upon the prior calendar year’s change in the Consumer Price Index – All Urban Consumers (San Francisco-Oakland- San Jose, CA) plus one percent (CPI + 1%).

Future annexations will be numbered sequentially as distinct tax zones. Each new zone will be assessed separately, based on their pro-rata share of the maintenance funds for the Isabel Neighborhood Specific Plan public infrastructure and amenities.

COMMUNITY PILLAR

2: Economy That Prospers

GOAL

4: Implement the Isabel Neighborhood Specific Plan.

ATTACHMENTS

1. CFD 2023-1 Tax Zone Map

2. Resolution

3. Exhibit A - Unanimous Approval

Prepared by: Jarrett Rasmussen
Associate Civil Engineer

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA A RESOLUTION DETERMINING PARCEL 3 OF PARCEL MAP 4797, PARKVIEW,

LOCATED NORTH OF PORTOLA AVENUE ACROSS FROM RINCON AVENUE,

IS ANNEXED TO THE CITY OF LIVERMORE COMMUNITY FACILITIES DISTRICT NO. 2023-1 (ISABEL NEIGHBORHOOD SPECIFIC PLAN SERVICES) The City of Livermore (the “City”) is a general law city organized and existing under the Constitution and the law of the State of California.

Under the Mello-Roos Community Facilities Act of 1982, Chapter 2.5 of Part 1 of Division 2 of Title 5, commencing at Section 53311, of the California Government Code the " Act"), this City Council is authorized to establish a community facilities district and to act as its legislative body.

This City Council previously undertook the following proceedings to establish the City of Livermore Community Facilities District No. 2023-1 (Isabel Neighborhood Specific Plan Services) (the “CFD”) and a future annexation area for the CFD (the “Future Annexation Area”) pursuant to the Act for the purpose of levying a special tax (the “Special Tax”) to finance certain municipal services (the “Services) as provided in the Act:
(i) this City Council adopted Resolution No. 2023-092, entitled “A Resolution of Formation of a Community Facilities District and Future Annexation Area” (the “Resolution of Formation), pursuant to which it established the CFD and the Future Annexation Area and authorized the levy of the Special Tax according to the rate and method of apportionment of special tax (the “Rate and Method”) set forth in Exhibit B of the Resolution of Formation and an appropriations limit, subject to an election within the CFD on the propositions of levying the Special Tax and establishing the appropriations limit;
(ii) this City Council caused a map of the proposed boundaries of the CFD and the Future Annexation Area to be recorded in the Alameda County Recorder’s Office on May 17, 2023, in Book 19 of Maps of Assessment and Community Facilities Districts at Pages 41-42, and, in the Resolution of Formation, this City Council approved the boundaries shown in the map as the boundaries of the CFD and the Future Annexation Area; (iii) on July 12, 2023, a special election was held among the landowner voters within the CFD at which such voters approved the levy of the Special Tax in accordance with the Rate and Method and the appropriations limit by the two-thirds vote required by the Act, which approval was confirmed by Resolution No. 2023-094, entitled “A Resolution Declaring Results of 23 RESOLUTION NO. ___________2
Special Landowner Election and Directing Recording of Notice of Special Tax Lien”; and
(iv) on July 26, 2023, this City Council adopted its Ordinance No. 2147, entitled “An Ordinance Levying a Special Tax Within City of Livermore Community Facilities District No. 2023-1 (Isabel Neighborhood Specific Plan Services)”, pursuant to which this City Council authorized and levied the Special Tax within the CFD (including any parcel or parcels in the Future Annexation Area that annex into the CFD) pursuant to the Act, at the rate and in accordance with the Rate and Method, as such Rate and Method may be supplemented in connection with annexations of any parcel or parcels in the Future Annexation Area into the CFD.

In the Resolution of Formation, and in accordance with Section 53339.7 of the Act, this City Council resolved that parcels within the Future Annexation Area shall be annexed to the CFD only with the unanimous approval (each, a “Unanimous Approval”) of the owner or owners of each parcel or parcels at the time that parcel or those parcels are annexed, without any requirement for further public hearings or additional proceedings.

Section 53339.8 of the Act provides that upon a determination by the legislative body that the area proposed to be annexed is added to the existing community facilities district, the clerk of the legislative body shall record notice of the annexation pursuant to Section 3117.5 of the Streets and Highways Code.

This City Council has been provided with a Unanimous Approval, which Unanimous Approval is attached hereto as Exhibit A, executed by the owner of certain property in the Future Annexation Area that is identified as Assessor’s Parcel Number 099-0100-030-08 (the “Annexation Property”).

Section 53329.6 of the Act provides that a Unanimous Approval constitutes the vote of the qualified elector in favor of the matters addressed in the Unanimous Approval for purposes of the California Constitution, including, but not limited to, Articles XIII A and XIII C.

In order to comply with Section 53339.8 of the Act and having determined that the public convenience and necessity require that territory be added to the CFD, this City Council wishes to determine that the Annexation Property is added to the CFD.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LIVERMORE AS FOLLOWS:

Section 1. Recitals Correct. The foregoing recitals are true and correct.

Section 2. Determination Regarding the Annexation of the Annexation Property. This City Council hereby determines that, having received an executed 24 RESOLUTION NO. ___________3
Unanimous Approval by the owner of the Annexation Property, the Annexation Property is added to the CFD.

Section 3. Notice of Annexation. This City Council hereby orders and directs the City Clerk to record notice of the annexation pursuant to Section 3117.5 of the California Streets and Highways Code.

Section 4. Effective Date. This resolution shall take effect upon its adoption by this City Council.

On motion of Council Member ____________, seconded by Council Member _______________, the foregoing resolution was passed and adopted on April 14, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST:

Deborah L. Elam
City Clerk
APPROVED AS TO FORM:
/s/ Molly A. O’Toole___________________
Molly A. O’Toole
Assistant City Attorney
Exhibit A – Unanimous Approval
25 EXHIBIT A

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26 EXHIBIT A

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27 EXHIBIT A

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30 EXHIBIT A

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36 CITY COUNCIL STAFF REPORT
ITEM NO. 5.3

DATE:

April 14, 2025
TO:

Honorable Mayor and City Council
FROM:

Brent Smith, Community Development Director
SUBJECT:

Resolution authorizing the acceptance for permanent maintenance, release of the security bonds, and execution of a Notice of Completion for the Primary and Secondary Treatment Improvements Project Number 2019-31.

RECOMMENDED ACTION

SUMMARY
On July 25, 2022, the City Council awarded the contract for construction of the Primary and Secondary Treatment Improvements Project to C. Overaa & Co. The contract was substantially completed on December 11, 2024. The contract can now be accepted for permanent maintenance. The process to release the contractor’s bonds can begin.

DISCUSSION
The Primary and Secondary Treatment Improvements Project consisted primarily of rehabilitation and process improvements to the primary and secondary treatment processes at the City’s Water Reclamation Plant (WRP). Construction activities included demolition, concrete, structural, electrical, and mechanical work at the headworks, influent pump station, odor control treatment system, motor control centers, pre-aeration tanks, primary sedimentation tanks, primary effluent pump station, and a secondary clarifier. The project site is inside the Water Reclamation Plant on West Jack London Blvd. as shown on Attachment 1 – Project Location. The project was completed in accordance with the contract documents in a manner acceptable to the City Engineer.

At the time of award, the contractor provided a faithful performance bond guaranteeing completion of the project, and that bond must now be released. Six months after the date of the resolution accepting the project, the labor and materials bond guaranteeing the improvements should be reduced to an amount equal to any claims filed and of which notice has been given. The balance of the bond will be released 37 upon the settlement of all claims and obligations for which the security was given (there are no known claims at this time). The security for the guarantee and warranty of work shall remain in effect for one year from the date of the resolution.

FISCAL AND ADMINISTRATIVE IMPACTS

The original construction contract amount was $21,999,000. The contingency budget for change orders is 10 percent of the original construction contract amount. The final contract amount including change orders is $23,177,442, which is 5.4 percent above the original contract amount based 68 change orders.

The total value of change orders is $1,178,442, which consisted primarily of the following:

Upgraded products, including electrical components, variable frequency drives, transformers, and slide gates,
Installation of future electric vehicle charging station infrastructure, Differing site conditions, including asbestos abatement, utility conflicts, unforeseen soil conditions, replacement of existing foul air supports to meet current seismic standards, and demolition and replacement of the Primary Effluent Pump Station (PEPs) discharge pipeline, which was found to be critically degraded during temporary bypass and in need of replacement, and Required relocation and modification to the Clarifier No. 2 access stairway.

The final bid quantities were as anticipated.

Annual operations and maintenance costs for new equipment are estimated at $22,000 per year.

Operations and maintenance costs will be funded from the operating budget with Sewer Operating Fund 620.

COMMUNITY PILLAR

1: A Safe Community That Thrives.

GOAL

11: Operate and maintain municipal water systems that provide safe, efficient delivery of potable and recycled water, collect and treat wastewater, and comply with all federal, state, and local regulations.

ATTACHMENTS

1. Location Map

2. Resolution

3. Exhibit A - Notice of Completion

Prepared by: Mike Davis
Associate Engineering Technician

38 Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
39 CIP 2019-31 WRP Primary/Secondary Phase 1
This map is based on City of Livermore GIS
Information and reflects the most current information
at the time of this printing. The map is intended for
reference purposes only and the City and its staff is
not responsible for errors.
4,000Livermore IT, GIS Services
666.7
1:NAD_1983_2011_StatePlane_California_III_FIPS_0403_Ft_US 333.33 Feet666.70
2/19/2025 3:01:13
PM
Prepared:

Notes:

Scale:

ATTACHMENT 1
40 1 RESOLUTION NO. ______

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING ACCEPTANCE FOR PERMANENT

MAINTENANCE, RELEASE OF THE SECURITY BONDS, AND EXECUTION OF

A NOTICE OF COMPLETION
(Primary and Secondary Treatment Improvements, City Project No. 2019-31) The City Engineer of the City of Livermore (“City”) has filed with the City Clerk a report in writing that all work on the Primary and Secondary Treatment Improvements Project 2019-31 (“Project”), has been completed to City standards. The Project is ready for acceptance by the City for routine maintenance.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that:

1. The faithful performance bond guaranteeing the Project is hereby released;

2. The labor and materials bond guaranteeing the Project shall, six months after the date of this resolution, be reduced to an amount equal to the amount of all claims filed and of which notice has been given. The balance of the bond shall be released upon the settlement of all such claims and obligations for which the security was given;

3. The security for the guarantee and warranty of work shall remain in effect for one year from the date of this resolution. The contractor is required to reconstruct any deficiencies that occur and to repair or replace defective materials during the maintenance period;

4. The City hereby accepts the improvements; and

5. The City Manager is authorized to sign the Notice of Completion, a copy of which is attached hereto as Exhibit A and incorporated by this reference.

On motion of Council Member , seconded by
Council Member , the foregoing resolution was passed and adopted on April 14, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
41 2 RESOLUTION NO. ______
ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Tara Mazzanti________________ Deborah L. Elam Tara Mazzanti
City Clerk Senior Assistant City Attorney
Exhibit A – Notice of Completion
42 43

CITY COUNCIL STAFF REPORT
ITEM NO. 5.4

DATE:

April 14, 2025
TO:

Honorable Mayor and City Council
FROM:

Brent Smith, Community Development Director
SUBJECT:

Resolution authorizing a supplemental appropriation of Measure BB-Local Streets and Roads Fund 830, in the amount of $80,000 in FY 2024-25 and authorizing acceptance for permanent maintenance, release of the security bonds, and execution of a Notice of Completion for the Railroad Avenue Street Improvements Project 2021-16.

RECOMMENDED ACTION

Staff recommends the City Council adopt a resolution:
1 .

Authorizing a supplemental appropriation of $80,000 from Measure BB-Local Streets and Roads Fund 830 to the FY 2024-25 budget for the Railroad Avenue Street Improvements Project 2021- 16; and
2 .

SUMMARY
On October 23, 2023, City Council awarded the contract for construction of the Railroad Avenue Street Improvements Project to Redgwick Construction Company. The contract was substantially completed on March 12, 2025, and reached final completion on March 14, 2025. The contract can now be accepted for permanent maintenance and the process to release the contractor's bonds can begin.

A supplemental appropriation of $80,000 from Measure BB-Local Streets and Roads Fund 830 is required to cover final costs associated with rehabilitating the Railroad Avenue/Livermore Avenue intersection, one of the City’s most prominent intersections.

DISCUSSION
The Railroad Avenue Street Improvements Project consisted of a number of improvements on Railroad Avenue between K Street and the entrance to the Livermore Valley Parking Garage. These improvements were required to support Downtown Specific Plan development. Improvements widened the street, extended turn lanes, replaced the sewer, installed crosswalks, modified traffic signals, 44 upgraded ramps, added landscaping to medians, and resurfaced and restriped the roadway. The project was located on Railroad Avenue, as shown in Attachment 1 - Location Map.

The project originally called for Type II micro-surfacing treatment of the intersection of Railroad Avenue and Livermore Avenue, one of the City’s most prominent intersections. However, during construction, after further evaluation of the pavement surface condition at this intersection, it was concluded that the pavement was too deteriorated for micro-surfacing and that the proper treatment was to grind and overlay. This project had the opportunity to save cost and perform this critical improvement with a good contractor and avoided future impacts to the downtown area by starting another Capital Improvement Project. Furthermore, the improvements made were completed before the start of the Downtown’s busy holiday season.

The project was completed in accordance with the contract documents in a manner acceptable to the City Engineer.

At time of award, the contractor provided a faithful performance bond guaranteeing completion of the project, and that bond must now be released. Six months after the date of the resolution accepting the project, the labor and materials bond guaranteeing the improvements should be reduced to an amount equal to any claims filed and of which notice has been given. The balance of the bond will be released upon the settlement of all claims and obligations for which the security was given (there are no known claims at this time). The security for the guarantee and warranty of work shall remain in effect for one year from the date of the resolution

FISCAL AND ADMINISTRATIVE IMPACTS

The original construction contract was $1,849,844. The contingency budget for change orders was 10% of that amount or $200,000, whichever is greater, per Municipal Code 2.68.590B. The final contract amount including change orders is $2,049,827. The total value of change orders is $199,983 which consisted primarily of the following:

Extending paving limits to accommodate the intersection of Railroad Avenue and Livermore Avenue to the west and include the crosswalk at the parking structure to the east.

Relocating the sewer line to provide provisions for future development that stays consistent with the Downtown General Plan.

A supplemental appropriation of $80,000 from Measure BB-Local Streets and Roads (Fund 830) in FY 2024-25 is required to cover final costs associated with rehabilitating the Railroad Avenue and Livermore Avenue intersection and to close out the project.

These maintenance improvements and minor roadway geometry modifications will not significantly increase operation, maintenance, and replacement costs.

COMMUNITY PILLAR

5: Inclusive & Inviting Spaces & Places

GOAL

45 3: Continue to implement the Downtown Specific Plan.

ATTACHMENTS

1. Location Map

2. Resolution

3. Exhibit A - Notice of Completion

Prepared by: Joe Kuderca
Associate Engineering Technician

Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
46 Location Map
This map is based on City of Livermore GIS
Information and reflects the most current information
at the time of this printing. The map is intended for
reference purposes only and the City and its staff is
not responsible for errors.
2,000Livermore IT, GIS Services
333.3
1:NAD_1983_2011_StatePlane_California_III_FIPS_0403_Ft_US 166.67 Feet333.30
8/30/2023 2:41:05
PM
Prepared:

Notes:

Scale:

ATTACHMENT 1
47 1 RESOLUTION NO. _____

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING A SUPPLEMENTAL APPROPRIATION OF MEASURE BB-LOCAL STREETS AND ROADS FUND 830 IN THE AMOUNT OF $80,000 IN FY 2024-25 AND AUTHORIZING ACCEPTANCE FOR PERMANENT

MAINTENANCE, RELEASE OF THE SECURITY BONDS, AND EXECUTION OF

A NOTICE OF COMPLETION
(Railroad Avenue Street Improvements Project 2021-16)
The City Engineer of the City of Livermore (“City”) has filed with the City Clerk a report in writing that all work on the Railroad Avenue Street Improvements Project 2021- 16 (“Project”), has been completed to City standards. The Project is ready for acceptance by the City for routine maintenance.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that:

1. A supplemental appropriation of $80,000 is authorized from Measure BB- Local Streets and Roads Fund 830 to the FY 2024-25 budget for the Railroad Avenue Street Improvements Project 2021-16;

2. The faithful performance bond guaranteeing the Project is hereby released;

3. The labor and materials bond guaranteeing the Project shall, six months after the date of this resolution, be reduced to an amount equal to the amount of all claims filed and of which notice has been given. The balance of the bond shall be released upon the settlement of all such claims and obligations for which the security was given;

4. The security for the guarantee and warranty of work shall remain in effect for one year from the date of this resolution. The contractor is required to reconstruct any deficiencies that occur and to repair or replace defective materials during the maintenance period;

5. The City hereby accepts the improvements; and

6. The City Manager is authorized to sign the Notice of Completion, a copy of which is attached hereto as Exhibit A and incorporated by this reference.

On motion of Council Member , seconded by
Council Member , the foregoing resolution was passed and adopted on April 14, 2025, by the following vote:
48 2 RESOLUTION NO. _____ AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
/s/ Tara Mazzanti
Deborah L. Elam Tara Mazzanti
City Clerk Senior Assistant City Attorney
Exhibit A – Notice of Completion
49 EXHIBIT A
50 CITY COUNCIL STAFF REPORT
ITEM NO. 5.5

DATE:

April 14, 2025
TO:

Honorable Mayor and City Council
FROM:

Brent Smith, Community Development Director
SUBJECT:

Resolution authorizing execution of a third amendment to the agreement with HMH Engineers for on-call engineering services, increasing the not-to-exceed contract amount from $1,800,000 to $3,200,000 with a term ending December 31, 2027.

RECOMMENDED ACTION

SUMMARY
HMH Engineers was shortlisted through a Request for Qualifications and Request for Proposal, and they have been providing on-call engineering design services for various capital improvement projects. The third amendment to the on-call agreement will allow HMH Engineers to complete design, environmental and regulatory permitting and provide construction support services for projects such as the Arroyo Road Trail (T-13, Segment B) Project 2019-55, Vasco Road Widening Project 2018-37, 2023 Storm Damage Permanent Repair (Portola Avenue Landslide) Project S202300P, Murrieta Road Settlement Project 2023-25, and East Avenue Corridor ATP Implementation Project 2022-22.

This third amendment increases the not-to-exceed contact amount from $1,800,000 to $3,200,000.

DISCUSSION
On February 10, 2021, the City of Livermore (City) and HMH Engineers entered into an Engineering Services Agreement in the amount of $600,000 to provide on call engineering design services for various capital improvement projects and development projects (Original Agreement). On January 24, 2023, the City Manager executed a first amendment to the Original Agreement to increase the not-to-exceed amount to $1,200,000 and extend the term to December 31, 2025 (First Amendment). On September 10, 2024, the City Manager executed a second amendment to the Original Agreement to increase the not-to- exceed amount from $1,200,000 to $1,800,000, and extend the term from December 31, 2025 to 51 December 31, 2027 (Second Amendment).

HMH Engineers have been providing engineering design services for various capital improvement projects. Currently they are working on the Arroyo Road Trail (T-13, Segment B) Project 2019-55, Vasco Road Widening Project 2018-37, 2023 Storm Damage Permanent Repair (Portola Avenue landslide) Project S202300P, Murrieta Road Settlement Project 2023-25, and East Avenue Corridor ATP Implementation Project 2022-22 which are in various design development, environmental and regulatory permitting phases.

Coordination with regulatory agencies on some of these projects have been lengthy and complex, requiring additional regulatory meetings, studies and engineering evaluations to develop comprehensive approaches, design solutions, and mitigation measures which requires additional contract budget.

Additionally, HMH Engineers was requested to begin preliminary engineering on new projects such as the Storm Damage Permanent Repair (Portola Avenue Landslide) Project S202300P, Murrieta Road Settlement Project 2023-25, and East Avenue Corridor ATP Implementation Project 2022-22. Moving into the final design phase for these projects requires additional contract budget.

The third amendment to the on-call agreement will allow HMH Engineers to continue and complete design, environmental and regulatory permitting and provide construction support services for these projects.

This third amendment to the HMH Engineers agreement increases the not-to-exceed contract amount from $1,800,000 to $3,200,000.

FISCAL AND ADMINISTRATIVE IMPACTS

The third amendment increases compensation by $1,400,000 for a total not-to-exceed amount of $3,200,000. Funding for this amendment will be covered in the approved budgets for various projects in the Capital Improvement Program. No additional appropriation is required.

COMMUNITY PILLAR

5: A City That Works

GOAL

14: Develop, operate, and maintain the City’s infrastructure.

ATTACHMENTS

1. Resolution

2. Exhibit A - Third Amendment to Agreement

Prepared by: Leon Taing
Senior Civil Engineer

52 Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
53 1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING EXECUTION OF A THIRD

AMENDMENT TO THE AGREEMENT WITH HMH ENGINEERS FOR

ON-CALL ENGINEERING SERVICES, INCREASING THE NOT-TO-
EXCEED CONTRACT AMOUNT FROM $1,800,000 TO $3,200,000 WITH A TERM ENDING DECEMBER 31, 2027
On February 10, 2021, the City of Livermore (“City”) entered into an Engineering Services Agreement with HMH Engineers to provide on-call engineering services in the amount of $600,000 with a term ending December 31, 2023 (“Original Agreement”).

On January 24, 2023, the City Manager executed a first amendment to the Original Agreement to increase the not-to-exceed amount from $600,000 to $1,200,000, and extend the term from December 31, 2023 to December 31, 2025 (“First Amendment”).

On September 10, 2024, the City Manager executed a second amendment to the Original Agreement to increase the not-to-exceed amount from $1,200,000 to $1,800,000, and extend the term from December 31, 2025 to December 31, 2027 (“Second Amendment”).

Staff recommends the agreement be further amended to increase the not-to- exceed from $1,800,000 to $3,200,000 to continue to provide design, environmental, and construction support services to support city staff implementation of capital improvement and development projects.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore, that it hereby:

1. Authorizes the City Manager to execute a third amendment to the engineering services agreement with HMH Engineers, attached hereto as Exhibit A, for additional on-call engineering design services, increasing the not-to-exceed contract amount from $1,800,000 to $3,200,000.

2. Authorizes the City Manager to take whatever actions are necessary and appropriate to carry out the purpose and intent of this resolution, including approving minor changes to the proposed agreement.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on April 14, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
54 2 RESOLUTION NO. ________
ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Tara Mazzanti________________ Deborah L. Elam Tara Mazzanti
City Clerk Senior Assistant City Attorney
Exhibit A – Third Amendment to HMH Engineers Agreement
55 Amendment – Engineering Services Page 1
Rev. 01/05/2024

THIRD AMENDMENT TO

ENGINEERING SERVICES AGREEMENT

THIS THIRD AMENDMENT, is made and entered into this ____ day of ________, 2025, by and between the City of Livermore, a municipal corporation (“City”), and HMH Engineers, a California Corporation (“Consultant”).

RECITALS

On February 10, 2021, City and Consultant entered into an agreement in the amount of $600,000 for Consultant to provide on-call civil engineering design and environmental review services for various City capital improvement and miscellaneous development projects for City (“Original Agreement”).

On January 24, 2023, the City Manager executed a first amendment to the Original Agreement to increase the not -to-exceed amount to $1,200,000 and extend the term of the Agreement to December 31, 2025 (“First Amendment”).

On September 10, 2024, the City Manager executed a second amendment to the Original Agreement to increase the not-to-exceed amount to $1,800,000 and extend the term of the Agreement to December 31, 2027 (“Second Amendment”). Section 21 of the Original Agreement requires that any modifications to it must be in writing and signed by the parties.

City and Consultant desire to amend the Original Agreement to increase the Consultant's compensation to $3,200,000, which will allow HMH Engineers to complete design, environmental and regulatory permitting , and provide construction support services for projects such as the Arroyo Road Trail (T-13, Segment B), Project No. 2019- 55, Vasco Road Widening, Project No. 2018-37, 2023 Storm Damage Permanent Repair (Portola Avenue landslide), Project No. S202300P, Murrieta Road Settlement, Project No. 202325, East Avenue Corridor ATP Implementation, Project No. 202222. This is the Third amendment to the Original Agreement.

AGREEMENT

NOW, THEREFORE, City and Consultant hereby agree that the aforementioned recitals are true and correct and further agree as follows:

1. The Original Agreement, First Amendment, and Second Amendment are amended as follows:

A. Section 6 of the Original Agreement is amended to read as follows:

Docusign Envelope ID: CD94B704-7AAC-4E7F-BABF-AF2B46803358

EXHIBIT A
56 Amendment – Engineering Services Page 2
Rev. 01/05/2024
Compensation and Payment.

a) The total compensation payable by the City to Consultant for the Services SHALL NOT EXCEED the sum of $3,200,000 (“not-to-exceed amount”).

1. The compensation payable by the City to Consultant for the services required by Exhibit “A” to the Original Agreement SHALL NOT EXCEED $600,000 (“not-to-exceed amount”).

2. The compensation payable by the City to Consultant for the services required by Exhibit “A -1” to the First Amendment SHALL NOT EXCEED $600,000 (“not-to-exceed amount”).

3. The compensation payable by the City to Consultant for the services required by Exhibit “A -2” to the Second Amendment and Third Amendment SHALL NOT EXCEED $ 2,000,000 (“not-to-exceed
amount”).

City shall compensate Consultant for the Services rendered at the hourly rates, task amounts, or travel expenses set forth in Exhibit “A” to the Original Agreement, Exhibit “A -1” to the First Amendment, and Exhibit “A-2” to the Second Amendment up to the not-to-exceed amount. Except as provided in the body of this Agreement, the hourly rates, task amounts, or travel expenses are intended to be Consultant’s only compensation for the Services and is inclusive of all costs of labor, licensing, permitting, over head and administrative costs, and any -and- all other costs, expenses, and charges incurred by Consultant, its agents, and employees to provide the Services.

2. These amendments are prospective and only apply to the S ervices rendered by Consultant after the execution of this Amendment. Unless otherwise stated herein, this Amendment does not relieve the parties of the terms and conditions of the Original Agreement as written and in effect at the time the Services were rendered.

3. Except as amended above, the Original Agreement remains in full force and effect.

[SIGNATURES ON FOLLOWING PAGE]

Docusign Envelope ID: CD94B704-7AAC-4E7F-BABF-AF2B46803358

EXHIBIT A
57 Amendment – Engineering Services Page 3
Rev. 01/05/2024
In concurrence and witness whereof, and in recognition of the mutual consideration provided therefore, the parties have executed this Agreement effective on the date first written above.

CONSULTANT: Dated:

____________________________ ___________________________ By: Jon Cacciotti
Title: Principal

CITY OF LIVERMORE: Dated:

____________________________ ____________________________ Marianna A. Burch
City Manager

APPROVED AS TO FORM:

___________________________
Deputy/Assistant/Senior Assistant/City Attorney

APPROVED AS TO INSURANCE:

Risk Manager/Analyst

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EXHIBIT A
58 CITY COUNCIL STAFF REPORT
ITEM NO. 5.6

DATE:

April 14, 2025
TO:

Honorable Mayor and City Council
FROM:

Judy Erlandson, Acting Public Works Director
SUBJECT:

Resolution authorizing execution of an agreement with Republic Services Vasco Road, LLC for the disposal of solid waste through June 30, 2035, and rejecting all other bids for the disposal of solid waste.

RECOMMENDED ACTION

Staff recommends the City Council adopt a resolution
1 .

Authorizing the City Manager to execute an agreement with Republic Services Vasco Road, LLC for the Disposal of Solid Waste through June 30, 2035; and 3 .

Rejecting all other bids for the disposal of solid waste.

SUMMARY
The City of Livermore has been operating under a Disposal Agreement with Republic Services Vasco Road, LLC for the disposal of solid waste, which initially expired on December 31, 2023, and has been extended through short-term agreements to June 30, 2025.

A Request for Proposals for disposal services was released on July 24, 2024. The City received two qualifying responses; Republic Services Vasco Road, LLC and Waste Management Altamont Landfill.

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute an agreement with Republic Services Vasco Road, LLC for the disposal of solid waste through June 30, 2035, and reject all other bids for the disposal agreement.

DISCUSSION
At the May 13, 2002, City Council meeting, the City Council entered into an Agreement between the City of Livermore and Republic Services Vasco Road, LLC, for Disposal of Solid Waste for an initial term 59 beginning January 1, 2004, and expiring on December 31, 2023.

On May 24, 2010, the City Council adopted a resolution approving the Amended and Restated Agreement Between the City of Livermore and Republic Services Vasco Road, LLC for Disposal of Solid Waste (Disposal Agreement).

Livermore Sanitation, Inc., now owned by Waste Connections, is the City's franchise hauler of solid waste, recyclable, and compostable materials. The Franchise Agreement with Livermore Sanitation has a term ending on June 30, 2030. Livermore Sanitation currently collects and transports solid waste to Republic Services Vasco Road, LLC. Recyclable and compostable material are processed elsewhere.

On February 27, 2023, the City Council approved a one-year extension of the Disposal Agreement to December 31, 2024, and directed staff to negotiate with Republic Services Vasco Road, LLC for a longer-term Disposal Agreement. Staff pursued negotiations, but the proposed terms did not meet the City's initial expectations.

On May 13, 2024, the City Council approved a six-month extension of the Disposal Agreement, which now terminates on June 30, 2025. The current total rate for disposal at Republic Services Vasco Road, LLC is $42.79 per ton through June 30, 2025.

On July 24, 2024, staff released a Request for Proposals (RFP), and subsequently received proposals from Republic Services Vasco Road Landfill, LLC and Waste Management Altamont Landfill.

The proposals had similar terms, with the key difference being the rates. The total cost per ton of waste disposed of at the landfill consists of two fees; the Government Fee and the Base Rate. The Government fee is fixed and the Base Rate is compensation for disposal services paid to the landfill facility. Republic Services Vasco Road, LLC proposed a total tipping fee of $50.31 per ton comprising of a $19.93 per ton Government Fee and a $30.38 per ton Base Rate. Waste Management Altamont Landfill proposed a tipping fee of $53.75 per ton comprising of a $20.07 Government Fee and a $34.18 Base Rate.

The key provisions of the proposed Republic Services Vasco Road, LLC disposal agreement include:

Contract term
The contract term is set for 10 years. After that, it will remain in effect until either party provides a five-year notice to terminate. This five-year period ensures the City has ample time to prepare a new RFP for future disposal services.

Guaranteed lowest rate
Republic Services Vasco Road, LLC has guaranteed the lowest rate compared to all other public and private disposal agreements using the Vasco Road Landfill.

Annual Base Fee Escalation: San Francisco-Bay Area CPI-U The annual tip fee escalation will be tied to the San Francisco-Bay Area Consumer Price Index (CPI), ensuring the rate increases are predictable and aligned with regional inflation.

Opportunities for partnerships
The agreement includes potential for innovative program partnerships and disaster debris management, enhancing the City's long-term sustainability goals and disaster response.

Staff recommends the City Council adopt a resolution authorizing the City Manager to execute an agreement with Republic Services Vasco Road, LLC for the disposal of solid waste beginning July 1, 2025, with an initial term ending June 30, 2035, and reject all other bids for the Disposal Agreement. 60 ENVIRONMENTAL DETERMINATION

The project is Categorically Exempt from the provisions of the California Environmental Quality Act (CEQA), per CEQA Guidelines Section 15301, Existing Facilities. Under this Categorical Exemption, operation, repair, maintenance, or minor alterations of an existing facility involving negligible or no expansion of existing or former use are exempt.

Additionally, the project qualifies for the Commonsense Exemption under CEQA Guidelines Section 15061(b)(3), which applies when it can be seen with certainty that there is no possibility the activity may have a significant effect on the environment. The disposal of solid waste is not only mandated and regulated by state law but is also an essential service for public health, safety, and welfare. This agreement for a service provider to dispose of solid waste will not result in significant environmental impacts and is therefore eligible for this exemption.

Furthermore, the project is exempt under CEQA Guidelines Section 15308, Actions by Regulatory Agencies for Protection of the Environment. This exemption applies to actions taken to ensure the maintenance, restoration, enhancement, or protection of the environment. The agreement supports environmental protection by incorporating regulatory mandates that ensure compliance with state law for the proper disposal of solid waste in a manner that safeguards the environment.

FISCAL AND ADMINISTRATIVE IMPACTS

The disposal rate increase will have an impact on Livermore Sanitation's rates because landfill disposal charges are a pass-through cost. The increased disposal fee will add approximately 1% to Livermore Sanitation's rates, which are scheduled for review and consideration in May 2025.

PILLAR

Environmental Stewardship

GOAL

2: Manage the City's solid waste contract and develop and implement the City's recycling program ensuring compliance with state and local regulations.

ATTACHMENTS

1. Resolution

2. Exhibit A - Agreement

Prepared by: Anna Zamboanga
Recycling Specialist

61 Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
62 1 RESOLUTION NO. ________

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE EXECUTION OF AN

AGREEMENT WITH REPUBLIC SERVICES VASCO ROAD, LLC FOR

SOLID WASTE DISPOSAL SERVICES, REJECTING ALL OTHER BIDS

FOR THE DISPOSAL OF SOLID WASTE, AND FINDING THAT THE

AGREEMENT IS EXEMPT FROM THE PROVISIONS OF THE

CALIFORNIA ENVIRONMENTAL QUALITY ACT
The City’s franchise hauler, Livermore Sanitation, Inc., provides solid waste, recyclable materials, and compostable materials services to the City, including the transportation of solid waste to Republic Services Vasco Road Landfill, the closest landfill to the City. This landfill is owned and operated by Republic Services Vasco Road, LLC.

On May 24, 2010, the City and Republic Services Vasco Road, LLC entered into an amended and restated agreement for the disposal of solid waste at the Republic Services Vasco Road Landfill. The term of the agreement was twenty years, expiring on December 31, 2023. Pursuant to the terms of the agreement, the City exercised its option to extend the term of the agreement. The agreement will now expire on June 30, 2025.

On July 24, 2024, the City caused a request for proposals for solid waste disposal services to be issued. The City received two proposals in response—one from Republic Services Vasco Road, LLC and another from Waste Management Altamont Landfill. The proposal from Republic Services Vasco Road, LLC was determined to be the most favorable and best aligned with the City’s needs, providing the best service and lowest cost to the community.

The proposed agreement with Republic Services Vasco Road, LLC for solid waste disposal services is for a 10-year term, with an option for either party to terminate the agreement beginning after June 30, 2035. The proposed agreement also guarantees that the lowest rates are made available and provides that annual tip fee escalations are tied to the San Francisco Bay Area Consumer Price Index. The proposed agreement also presents opportunities for innovative partnerships and disaster debris management.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that it finds:

1. The proposed disposal agreement is a project under the California Environmental Quality Act (“CEQA”).

2. The project is categorically exempt under CEQA Guidelines Section 15301, Existing Facilities. Section 15301 of the CEQA Guidelines exempts operation, repair, maintenance, or minor alteration of an existing facility involving negligible or no expansion of existing or former use. The agreement will not expand or alter an existing use. 63 2 RESOLUTION NO. ________

3. The project is categorically exempt under CEQA Guidelines Section 15308, Actions by Regulatory Agencies for Protection of the Environment. Section 15308 of the CEQA Guidelines exempts actions taken to ensure the maintenance, restoration, enhancement, or protection of the environment. The agreement assures the protection of the environment since it contains several regulatory mandates for complying with state law for the disposal of solid waste in a manner that ensures the protection of the environment.

4. The project is exempt under CEQA Guidelines section 15061(b)(3), Common Sense Exemption. Section 15061(b)(3) of the CEQA Guidelines exempts projects where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment. The disposal of solid waste is not only mandated and regulated by state law, but is an essential service for the public health, safety, and welfare. This agreement for a service provider to dispose of solid waste will not result in significant impacts on the environment and is eligible for the common sense exemption.

NOW, THEREFORE, BE IT FURTHER RESOLVEDby the City Council of the City of Livermore that it:

1. Authorizes the City Manager, or her designee, to execute an agreement with Republic Services Vasco Road, LLC, attached hereto as Exhibit A, for solid waste disposal services.

2. Rejects all other bids and proposals.

3. Authorizes the City Manager, or her designee, to take whatever actions are necessary and appropriate to carry out the purpose and intent of this resolution, including approving minor changes to the proposed agreement.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on April 14, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Molly O’Toole___________________ Deborah L. Elam Molly A. O’Toole
City Clerk Assistant City Attorney
Exhibit A – Disposal Agreement with Republic Services Vasco Road, LLC 64 AG

REEMENT

BETWEEN

THE CITY OF LIVERMORE
AND

REPUBLIC SERVICES VASCO ROAD, LLC
FOR

SOLID WASTE

DISPOSAL SERVICES
MARCH
2025
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66 MARCH 2025 Page i City of Livermore Disposal Agreement

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

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

1.2 Scope Limitations and Exclusions ..................................................................... 2

1.3 Obligations of Parties ........................................................................................ 3 ARTICLE 2. TERM OF AGREEMENT ............................................................................ 4

2.1 Term and Option to Extend ............................................................................... 4

2.2 Conditions to Effectiveness of Agreement ......................................................... 4 ARTICLE 3. SCOPE OF AGREEMENT ......................................................................... 6

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

3.2 Use of Approved Disposal Facility ..................................................................... 6

3.3 Subcontracting .................................................................................................. 6

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

3.5 City-Directed Changes to Scope ....................................................................... 7

3.6 No Tonnage Obligation or Limit on Waste Prevention or Innovative Programs . 8 ARTICLE 4. SCOPE OF SERVICES .............................................................................. 9

4.1 Approved Disposal Facility ................................................................................ 9

4.2 Solid Waste Disposal ...................................................................................... 10

4.3 Climate and Disaster Resiliency ...................................................................... 11 ARTICLE 5. STANDARD OF PERFORMANCE ........................................................... 12

5.1 General ........................................................................................................... 12

5.2 Operation Standards ....................................................................................... 12

5.3 Personnel ........................................................................................................ 18

5.4 Contract Management ..................................................................................... 19 ARTICLE 6. RECORD KEEPING AND REPORTING .................................................. 20

6.1 Record Keeping ............................................................................................... 20

6.2 Report Submittal Requirements ...................................................................... 20

6.3 Late and Incorrect Reports .............................................................................. 21

6.4 Li vermore Waste Equalization Charge (“LWEC”) Quarterly Reports ............... 22

6.5 Annual Report of Landfill Activity ..................................................................... 22

6.7 Closure of Landfill ............................................................................................ 22 ARTICLE 7. CITY REIMBURSEMENTS ....................................................................... 22

7.1 City Right to Establish Fees ............................................................................ 22

7.2 Other Reimbursements ................................................................................... 23

7.3 Adjustment To Reimbursements ..................................................................... 23

7.4 Payment Schedule and Late Fees .................................................................. 23 ARTICLE 8. CONTRACTOR’S COMPENSATION AND RATE SETTING ................... 23

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67 MARCH 2025 Page ii City of Livermore Disposal Agreement

8.2 Remittances to Contractor ............................................................................... 24

8.3 Per-Ton Rates ................................................................................................. 24

8.4 Extraordinary Rate Adjustments ...................................................................... 27

8.5 Effect of Changes to Government Fees .......................................................... 29

8.6 Most-Favored Customer for Disposal .............................................................. 30

8.7 Livermore Waste Equalization Charge (“LWEC”) ............................................ 31

8.8 Acceptance of Sewage Sludge........................................................................ 31 ARTICLE 9. INDEMNITY, INSURANCE, AND PERFORMANCE BOND ..................... 32

9.1 Indemnification ................................................................................................ 32

9.2 Insurance ........................................................................................................ 36

9.3 Performance Bond .......................................................................................... 37

9.4 Corporate Guaranty ......................................................................................... 38 ARTICLE 10. DEFAULT AND REMEDIES ................................................................... 38

10.1 Events of Default ............................................................................................. 38

10.2 Right to Terminate Upon Event of Default ....................................................... 40

10.3 City’s Remedies In the Event of Default .......................................................... 41

10.4 Possession of Records Upon Termination ...................................................... 41

10.5 City's Remedies Cumulative; Specific Performance ........................................ 41

10.6 Performance Standards and Liquidated Damages .......................................... 42

10.7 Excuse from Performance ............................................................................... 43

10.8 Right to Demand Assurances of Performance ................................................ 44

10.9 Dispute Resolution .......................................................................................... 45

10.10 Cooperation and Disputes Between Contractors............................................. 45

10.11 Acts Necessary to Perform Service ................................................................. 46 ARTICLE 11. REPRESENTATIONS AND WARRANTIES OF THE PARTIES ............ 46

11.1 Contractor’s Corporate Status ......................................................................... 46

11.2 Contractor’s Corporate Authorization .............................................................. 46

11.3 Agreement Will Not Cause Breach .................................................................. 47

11.4 No Litigation .................................................................................................... 47

11. 5 No Adverse Judicial Decisions ........................................................................ 47

11.6 No Legal Prohibition ........................................................................................ 47

11.7 Contractor’s Ability to Perform ......................................................................... 47 ARTICLE 12. OTHER AGREEMENTS OF THE PARTIES .......................................... 47

12.1 Relationship of Parties .................................................................................... 47

12.2 Compliance with Law ...................................................................................... 48

12.3 Governing Law ................................................................................................ 48

12.4 Jurisdiction ...................................................................................................... 48

12.5 Binding on Successors .................................................................................... 48

12.6 Assignment ..................................................................................................... 48

12.7 No Third-Party Beneficiaries ........................................................................... 50

12.8 Waiver ............................................................................................................. 50

12.9 Notice Procedures ........................................................................................... 50

12.10 Representatives of the Parties ........................................................................ 51 ARTICLE 13. MISCELLANEOUS AGREEMENTS....................................................... 51 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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68 MARCH 2025 Page iii City of Livermore Disposal Agreement

13.1 Entire Agreement ............................................................................................ 51

13.2 Section Headings ............................................................................................ 52

13.3 References to Laws ......................................................................................... 52

13.4 Amendments ................................................................................................... 52

13.5 Severability ...................................................................................................... 52

13.6 Counterparts.................................................................................................... 52

13.7 Exhibits ............................................................................................................ 52

LIST OF EXHIBITS
A. Definitions
B. Reserved
C. Reporting Requirements
D. Corporate Guaranty
E. Performance Standards and Liquidated Damages
F. Contractor’s Proposal
F1. Cost Basis for Proposal
F2. Initial Rates for Solid Waste Disposal Services
G. Performance Bond

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70 MARCH 2025 Page 1 City of Livermore Disposal Agreement AGREEMENT 1
BETWEEN 2
THE CITY OF LIVERMORE 3
AND 4
5 REPUBLIC SERVICES VASCO ROAD, LLC 6
FOR SOLID WASTE DISPOSAL SERVICES 7
THIS AGREEMENT is made and entered into as of ___________________, 2025 between the City of 8 Livermore, California, a municipal corporation (hereinafter “City”), and Republic Services Vasco Road, LLC, 9 a Delaware Limited Liability Company (hereinafter referred to as “Contractor”). 10 RECITALS 11
This Agreement is entered into with reference to the following facts and circumstances: 12 The Legislature of the State of California, by enactment of the California Integrated Waste Management 13 Act of 1989 (AB 939) (California Public Resources Code Section 40000 et seq.), has declared that it is in the 14 public interest to authorize and require local agencies to make adequate provisions for Solid Waste 15 services within their jurisdiction; and 16
The State of California has found and declared that the amount of refuse generated in California, coupled 17 with diminishing Disposal capacity and potential adverse environmental impacts from landfilling and the 18 need to conserve natural resources, have created an urgent need for State and local agencies to enact 19 and implement an aggressive integrated waste management program. The State has, through enactment 20 of AB 939 and subsequent related legislation, including, but not limited to: the Jobs and Recycling Act of 21 2011 (AB 341), the Event and Venue Recycling Act of 2004 (AB 2176), SB 1016 (Chapter 343, Statutes of 22 2008 [Wiggins, SB 1016]), the Mandatory Commercial Organics Recycling Act of 2014 (AB 1826), and the 23 Short-Lived Climate Pollutants B ill of 2016 (SB 1383) , the California Green Building Standards Code 24 (CALGreen), AB 1594 (medium- and heavy -duty zero -emission vehicles, 2023), AB 1201 (bifurcated 25 collection determination, 2021), AB 343 (accurate recycling labels, 2021), and the Plastic Pollution 26 Prevention and Packaging Producer Responsibility Act (SB 54), directed the responsible State agency, and 27 all local agencies, to promote D iversion and to maximize the use of feasible waste re duction, re-use, 28 Recycling, and Composting options in order to reduce the amount of refuse that must be Disposed; and 29 Pursuant to California Public Resources Code Section 40059(a)(2), the City has determined that the public 30 health, safety, and well -being requires that an e xclusive right be awarded to a qualified c ontractor to 31 provide for the Disposal of Solid Waste; and other services related to meeting the City ’s economic and 32 environmental goals; and 33
The City further declares its intent to approve and maintain reasonable Rates for the Disposal of Solid 34 Waste; and 35
The City and the Contractor have attempted to address conditions affecting their performance of services 36 under this Agreement but recognize that reasonably unanticipated conditions may occur during the Term 37 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

EXHIBIT A
71 MARCH 2025 Page 2 City of Livermore Disposal Agreement of this Agreement that will require the Parties to meet and confer to reasonably respond to such changed 38 conditions; and 39
This Agreement advances the objectives of the Federal government to encourage environmentally sound 40 Solid Waste management pursuant to the Resource Conservation and Recovery Act of 1976 (“RCRA”), 42, 41 U.S.C. Section 6941 et. seq.; and 42
The City may enter into a contract for the Disposal of all refuse in and from the City and the collection of 43 Rates, and the City Council is authorized to enter into such contract with any terms it deems necessary to 44 protect the best interests of the City; and 45
This Agreement constitutes a project under the California Environment Quality Act (“CEQA”), was subject 46 to review under CEQA, and was considered categorically exempt under CEQA Guidelines Section 15301, 47 Existing Facilities, and Section 15308, Actions by Regulatory Agencies for Protection of the Environment, 48 as well as exempt under CEQA Guidelines Section 15061(b)(3), Common Sense Exemption; and 49 The City Council determines that in order to provide adequate Disposal capacity, it is in the best interest 50 of the City to secure a commitment of long-term Disposal capacity subject to the terms and conditions set 51 out in this Agreement. 52
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained in this 53 Agreement and for other good and valuable consideration, the Parties agree as follows: 54 ARTICLE 1. 55
GRANT AND ACCEPTANCE OF EXCLUSIVE 56
RIGHTS 57

1.1 GRANT AND ACCEPTANCE OF EXCLUSIVE RIGHTS 58
By the signing of this Agreement, the City grants to the Contractor and the Contractor accepts an exclusive 59 right to Dispose of all Solid Waste Collected by the City’s Collection Company , as defined in Exhibit A of 60 this Agreement. 61

1.2 SCOPE LIMITATIONS AND EXCLUSIONS 62
The award of this Agreement shall not preclude Solid Waste listed below from being Disposed by Persons 63 other than the Contractor, provided that nothing in this Agreement is intended to or shall be construed 64 to excuse any Person from obtaining any authorization from the City, which is otherwise required by law: 65 A. Self-Hauled Materials . Recyclable Materials, Organic Materials, Solid Waste, and C&D Debris 66 Disposed of by a commercial business Owner or Resident generated in or on their own premises 67 with their own vehicle so long as they are in compliance with the Municipal Code. 68 B. Donated or Sold Materials. Any items which are Source Separated at any premises by the Generator 69 and sold or donated to other Persons, including youth, civic, or charitable organizations. 70 C. Animal, Grease Waste, and Used Cooking Oil. Animal waste and/or remains from slaughterhouses 71 or butcher shops, grease, or used cooking oil. 72
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72 MARCH 2025 Page 3 City of Livermore Disposal Agreement D. Sewage Treatment By -Product. By- products of sewage treatment, including S ludge, Sludge ash, 73 grit, and screenings. 74
E. Excluded Waste. Excluded Waste regardless of its source. 75 F. Materials Generated by State and County Facilities. Materials generated by State and County 76 facilities located in the City , provided that the Generator S elf-Hauls, has arranged services with 77 other Persons, or has arranged services with the Contractor through a separate agreement. 78 G. Climate and Disaster Resiliency Debris. Debris generated as result of a wartime, natural, physical, 79 or other disaster that the Collection Contractor is unable to Collect, or the Contractor is unable to 80 Dispose of within a reasonable timeframe as determined by the City , or that the City directs the 81 Collection Contractor or the Contractor to not Collect, Process, or Dispose in accordance with 82 Section 4.3 of this Agreement and in accordance with the Collection Agreement. The City reserves 83 the right to enter into a third-party agreement to provide disaster debris Collection and Solid Waste 84 Disposal services that augment those provided by the Contractor or Collection Contractor. 85 H. Processing Residue. Processing Residue resulting from the Processing of Recyclable Materials 86 and/or Organic Materials Collected by the Collection Company may be disposed under separate 87 arrangements made by the Collection Company or the Collection Company’s subcontractor(s). 88 The Contractor acknowledges and agrees that the City may permit other Persons besides the Contractor 89 to Accept or Dispose of any and all types of materials excluded from the scope of this Agreement, as set 90 forth above, without seeking or obtaining approval of the Contractor . If the Contractor can produce 91 evidence that other Persons are accepting Solid Waste in a manner that is not consistent with this 92 Agreement or the City’s Code, the Contractor shall report the location, name, and phone number of the 93 Person or company to the City Contract Manager along with the Contractor’s evidence. In such case, the 94 City may notify the Person accepting Solid Waste in violation of the Contractor ’s rights under this 95 Agreement, and the Contractor shall have the right to take legal action against such Person(s) to enforce 96 its rights under this Agreement. 97

1.3 OBLIGATIONS OF PARTIES 98
In addition to the specific performance required under the Agreement, the City and the Contractor shall: 99 A. Provide timely notice to one another of a perceived failure to perform any obligations under this 100 Agreement. 101
B. Provide access to information demonstrating the Party’s failure to perform. 102 C. Provide timely access to the City Contract Manager and the Contractor’s designated representative. 103 D. P rovide complete and timely responses to requests made by the other Party. 104 E. Provide timely notice of matters that may affect either Party’s ability to perform under the 105 Agreement. 106
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73 MARCH 2025 Page 4 City of Livermore Disposal Agreement ARTICLE 2. 107
TERM OF AGREEMENT 108

2.1 TERM AND OPTION TO EXTEND 109
The Term of this Agreement shall commence July 1, 2025 (“ Commencement Date”) and continue in full 110 force for a period of ten (10) years, through and including June 30, 2035. This Agreement shall continue 111 in full force and effect beyond that initial Term until such time as either Party provides notice to the other 112 Party of its intent to terminate the Agreement, consistent with the requirements of this Section 2.1 of this 113 Agreement. 114
Either Party, in its sole discretion, may terminate the Agreement, effective on or after the expiration of 115 the initial Term, by providing written notice to the other Party; such notice shall be delivered a minimum 116 five (5) years in advance of the termination date and shall be effective one (1) Day short of five (5) years 117 in the specified termination year, but in no case shall the termination date be before June 30, 2035. As an 118 example, should the termination date be June 30, 2035, such notice shall be provided prior to or on July 119 1, 2030. 120
In addition, if at any time during the Term of the Agreement, the Contractor becomes aware of any 121 circumstance, whether as a result of the Contractor's action, inaction, or other action or inaction beyond 122 the reasonable control of the Contractor, that may prevent, impact, or otherwise interfere with the 123 Contractor's ability to continue to guarantee sufficient capacity for the City’s Solid Waste for at least the 124 following five (5) years, the Contractor has an affirmative duty to immediately issue a formal notice of 125 insufficient capacity to the City pursuant to this Section 2.1 of this Agreement . Further, if such 126 circumstances cannot be mitigated, the Contractor must issue its notice of intent to terminate to the City 127 Contract Manager in accordance with this Section 2.1 of this Agreement or provide replacement services 128 to the City at no additional cost to the City. The Contractor acknowledges that any notice of intent to 129 terminate provided by the Contractor to the City Contract Manager under this Section 2.1 of this 130 Agreement shall not constitute a waiver of other rights and remedies available to the City for Contractor’s 131 failure to perform or in accordance with the rights and remedies available to the City in accordance with 132 Article 10 of this Agreement. 133
Between the Effective Date and Commencement Date, the Contractor shall perform all activities 134 necessary to prepare itself to start providing services required by this Agreement on the Commencement 135 Date. 136

2.2 CONDITIONS TO EFFECTIVENESS OF AGREEMENT 137
The obligation of the City to permit this Agreement to become effective and to perform its undertakings 138 provided for in this Agreement is subject to the satisfaction of all the conditions below, each of which may 139 be waived, in written form only, in whole or in part by the City. 140 A. Accuracy of Representations. The Contractor’s representations and warranties made in the 141 Contractor’s Proposal and Article 1 1 of this Agreement are true and correct on and as of the 142 Effective Date. 143
B. Furnishings of Insurance and Performance Bond. The Contractor has furnished evidence of the 144 insurance and performance bond required by Article 9 of this Agreement that is satisfactory to the 145 City. 146
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EXHIBIT A
74 MARCH 2025 Page 5 City of Livermore Disposal Agreement C. Absence of Litigation. To the best of the Contractor ’s knowledge, after reasonable investigation, 147 there is no action, suit, proceeding , or investigation, at law or in equity, before or by any court or 148 governmental authority, commission, board, agency , or instrumentality decided, pending or 149 threatened against the Contractor wherein an unfavorable decision, ruling, or finding, in any single 150 case or in the aggregate, would: 151

1. Materially adversely affect the performance by the Contractor of its obligations hereunder; 152

2. Adversely affect the validity or enforceability of this Agreement; or, 153

3. Have a material adverse effect on the financial condition of the Contractor , or any surety or 154 entity guaranteeing the Contractor’s performance under this Agreement. 155 D. Permits Furnished. The Contractor has provide d the City with copies of all permits , including 156 pending permits that may impact current permits, necessary for operation of the Approved Disposal 157 Facility owned or operated by the Contractor for use under the terms of this Agreement. 158 E. Legal Challenge. The Contractor understands and acknowledges that the award of this Agreement 159 may be subject to review and repeal through a referendum or similar petition, and to various types 160 of legal and environmental challenges (collectively referred to as “Legal Challenges”). Accordingly, 161 this Agreement shall not become effective until the City Manager or the City Manager’s designee 162 reasonably determines that: (i) any Legal Challenges that had been initiated as of the time of such 163 determination have been resolved in favor of the City’s award of this Agreement to the Contractor; 164 and, (ii) the deadline to initiate any additional Legal Challenges has expired. The Contractor shall be 165 entitled to rescind this Agreement upon thirty (30) calendar days’ prior written notice to the City 166 Manager if such determination is not made within seventy -five (75) calendar days after the City 167 Council approves the Agreement. To the fullest extent permitted by law, the Contractor shall hold 168 harmless, indemnify, and defend, with counsel selected by the City or otherwise acceptable to the 169 City, the City and its elected and appointed officials , officers, directors, representatives, agents, 170 employees, and designated volunteers from and against any and all liabilities, claims, losses, 171 damages, expenses, and costs (including, without limitation, reasonable attorney’s fees and costs 172 and litigation fees) (collectively, “Liability”) of every nature arising out of or in connection with any 173 Legal Challenges. The Contractor’s obligations to hold harmless, indemnify, and defend shall not be 174 excused because of the Contractor ’s inability to evaluate Liability or because the Contractor 175 evaluates Liability and determines that the Contractor is not liable to the claimant. These obligations 176 are independent of, and shall not in any way be limited by, the minimum insurance obligations 177 contained in this Agreement. 178
In the event of any election regarding a Legal Challenge, the City Contract Manager shall meet and confer 179 with the Contractor to determine if the City will hold an election on the Legal Challenge . The Contractor 180 shall have the option of asking the City not to contest the Legal Challenge, but the City retains the 181 complete and absolute discretion to decide whether to conduct an election. If the City decides to conduct 182 an election, the Contractor shall reimburse the City for its reasonable costs of doing so. 183 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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75 MARCH 2025 Page 6 City of Livermore Disposal Agreement ARTICLE 3. 184
SCOPE OF AGREEMENT 185

3.1 SUMMARY SCOPE OF SERVICES 186
The Contractor shall be responsible for the following: 187 A. Receiving, Accepting, and safely and lawfully Disposing of Solid Waste at the Approved Disposal 188 Facility in accordance with Article 4 of this Agreement, the Contractor’s Proposal (Exhibit F of this 189 Agreement), and Applicable Law. The Contractor’s failure to specifically require an act necessary to 190 perform the Disposal Services does not relieve the Contractor of its obligations to perform such act 191 or services. 192
B. Performing all other services required by this Agreement, including but not limited to, billing, public 193 education, record keeping, and reporting pursuant to Article 4, Article 5, Article 6, and Article 8 of 194 this Agreement. 195
C. Paying all expenses related to provision of services required by this Agreement , including, but not 196 limited to, taxes, regulatory fees, and utilities. 197
D. Performing or providing all services necessary to fulfill its obligations in substantial conformance 198 with the Contractor’s Proposal, and in full accordance with this Agreement , and the performance 199 standards contained therein, at all times using best industry practice for comparable operations. 200 E. Complying with all Applicable Laws. The enumeration and specification of particular aspects of 201 service, labor, or equipment requirements shall not relieve the Contractor of the duty to perform 202 all other tasks and activities necessary to fulfill its obligations under this Agreement, regardless of 203 whether such requirements are enumerated elsewhere in the Agreement, unless excused in 204 accordance with Section 10.7 of this Agreement. 205

3.2 USE OF APPROVED DISPOSAL FACILITY 206
The Contractor, without constraint and as a free -market business decision in accepting this Agreement, 207 agrees to use the Approved Di sposal Facility for the purpose of performing Disposal services under this 208 Agreement. Such decision by the Contractor in no way constitutes a restraint of trade notwithstanding 209 any Change in Law regarding flow control limitations or any definition thereof. 210

3.3 SUBCONTRACTING 211
The Contractor is solely responsible for management and oversight of the activities of all Subcontractor(s). 212 The Contractor shall be considered to be in breach or default of this Agreement should the activities of 213 any Subcontractor(s) constitute a breach or event of default under this Agreement. 214 The Contractor shall not engage a Subcontractor(s) for Post-Collection Services without the prior written 215 consent of the City Contract Manager, which may be granted or denied at the City Contract Manager’s 216 sole discretion. As of the Effective Date of this Agreement, the City has approved the Contractor’s use of 217 Subcontractor(s) identified in the Contractor’s Proposal, included as Exhibit F of this Agreement. Following 218 the Effective Date, i f the Contractor plans to engage any Affiliate as a Subcontractor in the provision of 219 services, the Contractor shall provide the City Contract Manager with thirty (30) calendar days’ written 220 notice of its plans and provide an explanation of any potential impacts related to the quality, timeliness, 221 or cost of providing services under this Agreement . The Contractor must require that all Subcontractors 222 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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76 MARCH 2025 Page 7 City of Livermore Disposal Agreement performing work under this Agreement provide valid certificate s of insurance and the required 223 endorsements. If requested, Subcontractors shall provide proof of such insurance and endorsement 224 compliance to the City prior to beginning any work. The Contractor shall determine the appropriate limits 225 of insurance for their Subcontractors . The City’s Risk Manager may waive these insurance requirements 226 at the Risk Manager’s sole discretion. The Contractor shall require that all Subcontractors comply with all 227 material terms of this Agreement. 228

3.4 RESPONSIBILITY FOR MATERIALS 229
Once Solid Waste is delivered to the Approved Disposal Facility and received and A ccepted by the 230 Contractor, ownership and the right to possession of Solid Waste will transfer directly from the Collection 231 Company or other Person designated to deliver Solid Waste to the Contractor, with the exception of 232 Excluded Waste, which may be rejected pursuant to Section 5. 2.2 of this Agreement. For Solid Waste 233 received at the Approved Disposal Facility, the Contractor may retain, Recycle, Process, Dispose of, and 234 otherwise use the City’s Solid Waste in any lawful fashion or for any lawful purpose. Both benefits and 235 Liabilities resulting from ownership, use, and possession of Solid Waste will accrue to the Contractor. 236

3.5 CITY-DIRECTED CHANGES TO SCOPE 237
A. General. The City may direct the Contractor to perform additional services or the Contractor may 238 propose additional services. Per-Ton Rates will be increased or decreased, in accordance with this 239 Section 3.5 of this Agreement, to give effect to these adjustments. 240 At any time during the Term of this Agreement, the City may solicit proposals from other Persons 241 for services not contemplated under this Agreement. In the event that contracting with other 242 Persons for such services will reduce the Contractor’s Compensation under this Agreement, as 243 described in Article 8 of this Agreement, the Contractor shall be offered the opportunity to match 244 any other Person’s proposed pricing and retain the added scope of services. However, nothing in 245 this Agreement shall prevent the City from contracting with other Persons in the event that the 246 Contractor is unable or unwilling to provide such services at or below the cost proposed by the other 247 Person. 248
B. Proposal for Modification of Services. Within thirty (30) Working Days of the City’s request for a 249 proposal or if, at any time, the Contractor chooses to propose additional s ervices, the Contractor 250 shall present its proposal to modify existing Disposal Services, unless an alternate schedule is 251 mutually agreed upon. A written proposal, at a minimum, shall contain a completed description of 252 the following: 253

1. The reason for the proposed modification of services; 254

2. Methodology to be employed (changes to equipment, labor needs, staffing, etc.); 255

3. Equipment to be utilized (equipment number, types, capacity, age, etc.); 256

4. Labor requirements (changes in number of employees by classification); and, 257

5. Five- (5-) year projection of the financial results of the program’s operations in a balance sheet 258 and operating statement format, including documentation of the key assumption underlying 259 the projections and the support for those assumptions, giving full effect to the savings or costs 260 to existing Disposal Services. 261
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77 MARCH 2025 Page 8 City of Livermore Disposal Agreement C. City’s Review. If the City does not review, comment, and approve or disapprove of the modification 262 to the scope of s ervices within ninety ( 90) Business Days of receiving the Contractor’s Change in 263 Scope Proposal, the proposal will be deemed disapproved. The City and the Contractor may 264 mutually agree to extend the time period for review due to the complexity of the scope of service 265 modification under consideration, the time needed for the review or approval, or for other 266 reasonable reasons. 267
If the City and the Contractor are unable to agree on terms and conditions, including compensation 268 adjustments, of such services within ninety (90) Business Days from the City ’s receipt of the 269 Contractor’s Change in Scope P roposal for such services, the City may permit other Persons to 270 provide such services, provided that such services do not conflict with the exclusivity granted to the 271 Contractor under Section 1.1 of this Agreement. Nothing herein shall prevent the City from soliciting 272 cost and operating information from other Persons in order to inform the City’s evaluation of the 273 Contractor’s Change in Scope Proposal. 274
The City may request the assistance of an independent third party to review the proposal . The 275 Contractor shall pay the reasonable costs of that review if the modification to the scope of Disposal 276 Services is initiated by the Contractor. The City shall pay those costs if the modification to the scope 277 of Disposal Services is initiated by the City. The cost of that review will be estimated in advance of 278 the work and provided to the Contractor for : (i) comment; and, (ii) agreement to pay . The 279 Contractor’s refusal to pay the reasonable cost of review of a Contractor-initiated proposal shall be 280 grounds for the City’s rejection of that proposal. 281
The City may request, and the Contractor shall provide, the Contractor ’s operating and business 282 records reasonably required to verify the reasonableness and accuracy of the impacts associated 283 with a modification to the scope of Disposal services. The Contractor shall provide copies of , or 284 access to, such records within fifteen (15) Business Days of the request made by the City or the 285 City’s agent. 286
If the Contractor and the City cannot agree on terms and conditions of services within thirty (30) 287 Business Days of the end o f the City ’s review period described in this Subsection 3.5.C of this 288 Agreement, the City may permit Persons other than the Contractor to provide those services at a 289 location other than the Approved Disposal Facility. 290 D. Approval of Modification to Scope of Services. If this Agreement has been approved by City Council 291 and there were unforeseen changes in circumstances that require immediate modification, the City 292 Contract Manager shall issue a written notice of the intended modifications to the scope of service 293 and Contractor’s obligations under this Agreement, with documentation of any change to the Per-294 Ton Rates. The Parties shall prepare a written amendment to the Agreement documenting any and 295 all changes resulting from the modification to the scope of services. No adjustment in Per-Ton Rates, 296 change in the Contractor ’s obligations, or change in scope of Disposal Services shall become 297 effective without City approval or determination per Section 5.4 of this Agreement. 298

3.6 NO TONNAGE OBLIGATION OR LIMIT ON WASTE PREVENTION OR 299 INNOVATIVE PROGRAMS 300
Neither the City nor the Collection Company is obligated to deliver any specified quantity of Solid Waste 301 to the Approved Disposal Facility. 302
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78 MARCH 2025 Page 9 City of Livermore Disposal Agreement The City maintains programs to reduce the amount of waste intended for Disposal, and to encourage 303 activities and innovation related to Climate Change mitigation, such as Carbon Sequestration projects. It 304 is the City’s intent to continue to improve, develop, and enhance existing programs as well as to 305 implement new programs and services throughout the Term , as it deems necessary , to meet or exceed 306 mandated Diversion and Climate Change mitigation program requirements and goals established by AB 307 939 (1989) and subsequent Federal, State, County, or local legislation , including, but not limited to, the 308 requirements of SB 32 (2006), the State’s seventy-five percent (75%) Recycling goal established in AB 341 309 (2011), the programmatic requirements of AB 1826 (2014), the requirements of SB 1383 (2016), the 310 State’s carbon neutrality goal by 2045 established by Executive Order B- 55-18 (2018), the City of 311 Livermore’s Climate Action Plan goal to achieve carbon neutrality by 2045 , the requirements of SB 54 312 (2022), and the Diversion requirements under CALGreen , and other optional innovative programs as 313 determined by the City or its community partners. Nothing in this Section 3.6 of this Agreement requires 314 the Contractor to participate in Climate Change mitigation programs. 315 The Contractor acknowledges that the characterization and quantity of Solid Waste that is delivered to 316 the Approved Disposal Facility will change over the Term and may, over time, be significantly different 317 than that as of the Commencement Date of the Agreement, but the obligation of the Contractor to Accept 318 the Solid Waste will continue for the Term of the Agreement so long as the Solid Waste conforms to the 319 definitions and requirements of this Agreement and does not constitute Excluded Waste. 320 Nothing in this Agreement shall, in any manner, prevent, penalize, or impede the City from continuing 321 programs, altering programs, or developing new programs that have the effect of reducing or increasing 322 the amount of Solid Waste Collected and delivered to the Approved Disposal Facility. 323 ARTICLE 4. 324
SCOPE OF SERVICES 325
The Contractor shall perform the Disposal Services and follow the requirements for providing those 326 services described in this Article 4 of this Agreement. More specific requirements for how service shall be 327 provided are described in Exhibit F of this Agreement , the Contractor ’s Proposal. Failure to specifically 328 require an act necessary to perform the Disposal Services under this Agreement does not relieve the 329 Contractor of its obligation to perform such act. 330

4.1 APPROVED DISPOSAL FACILITY 331
A. Use of Approved Disposal Facility. The Contractor shall Accept Solid Waste at the Approved 332 Disposal Facility and shall comply with all material delivery and Acceptance procedures specified in 333 this Agreement. 334
B. Use of Alternate Disposal Facility. If the Contractor is unable to use the Approved Disposal Facility 335 due to an emergency or sudden and unforeseen Closure of the facility that is outside the control of 336 the Contractor, the Contractor shall immediately notify the City Contract Manager, and shall use 337 the Alternate Disposal Facility as proposed by the Contractor and approved by the City Contract 338 Manager. The Contractor shall continue to use such Alternate Disposal Facility until the Approved 339 Disposal Facility is reopened and the City Contract Manager has approved recommencing use of 340 such facility or until the City Contract Manager directs the Contractor to use another facility. During 341 such time, to the extent feasible, the Contractor shall continue to comply with the requirements of 342 Article 5 of this Agreement. 343
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79 MARCH 2025 Page 10 City of Livermore Disposal Agreement If the need to use the Alternate Disposal Facility arises for any reason within the Contractor ’s 344 reasonable control, the Contractor ’s Compensation shall not be adjusted for any change in 345 transportation or transfer costs associated with the Contractor’s use of the Alternate Disposal 346 Facility. 347
Except for the emergency conditions described in this Section 4.1 of this Agreement, the Contractor 348 shall not change its selection of the Approved Disposal Facility without the City’s written approval, 349 which may be withheld in the City’s sole discretion. If the Contractor elects to use a facility that is 350 different than the initial Approved Disposal Facility, it shall request written approval from the City 351 Contract Manager sixty (60) calendar days prior to use of the site and obtain the City Manager’s 352 written approval no later than ten (10) calendar days prior to use of the site. If the City approves 353 the Contractor’s request, the City’s approval may be conditioned on such facility’s ability to 354 guarantee sufficient Disposal capacity to the City for the Term of this Agreement, and the status of 355 such facility’s permits. 356
The Contractor is solely responsible for ensuring continued availability o f the City -approved 357 Alternate Disposal Facility throughout the Term. 358

4.2 SOLID WASTE DISPOSAL 359
A. General. The Contractor shall Accept all Solid Waste at the Approved Disposal Facility and shall 360 Dispose of such material in accordance with the Contractor’s Proposal as detailed in Exhibit F of this 361 Agreement. The Contractor shall operate the Approved Disposal Facility in accordance with 362 Applicable Law and all standards of performance described in this Section 4.2 and in Article 5 of this 363 Agreement. 364
B. Capacity Guarantee. The Contractor guarantees sufficient capacity at the Approved Disposal Facility 365 to receive all Solid Waste throughout the Term of the Agreement. Annually, the Contractor shall 366 provide the City with evidence of the current and future capacity of the Approved Disposal Facility 367 in accordance with Exhibit C, Section 3.3 of this Agreement. 368 C. Disposal Specifications. The Contractors shall operate, manage , and maintain the Solid Waste fill 369 areas, including the placement, burying, and compaction of Solid Waste in the refuse fill areas; 370 stockpiling, placement, and compaction (if necessary) of daily cover, intermediate cover, final cover; 371 and, management of fill operations , including, but not limited to , fill sequencing, side slopes 372 configuration, and working face location and configuration. 373 The Contractor shall safely and lawfully Dispose of Solid Waste at the Approved Disposal Facility in 374 lined cells meeting requirements of Subtitle D of RCRA, if such cells are required in accordance with 375 Applicable Law. 376
The Contractor shall operate, maintain , and manage leachate and L andfill gas management 377 systems, groundwater monitoring and management systems, storm water drainage and control 378 systems, treatment facilities, buildings, on-site roadways, utilities, and any other required Approved 379 Disposal Facility elements. 380
D. Closure and Post Closure. The Contractor shall safely operate, maintain, and manage the Approved 381 Disposal Facility in compliance with Applicable Law not only during the Term, but also thereafter 382 until and during the Facility Closure and Post-Closure period(s) (including fulfillment of State funding 383 requirements). The Contractor’s compliance obligations include compliance with the Closure/Post-384 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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80 MARCH 2025 Page 11 City of Livermore Disposal Agreement Closure requirements of California's Department of Resources Recycling and Recovery (CalRecycle) 385 throughout the T erm of this Agreement and through the required F ederal, State, or local Post -386 Closure period. Provided that the Contractor is the owner and/or operator of the Landfill, even if 387 this Agreement is assigned under the provisions of Section 12.6 of this Agreement, as between the 388 City and the Contractor, t he Contractor is responsible , operationally and financially, for: (i) the 389 appropriate Closure and Post -Closure activities of the Facility ; and, (ii) the establishment and 390 funding of any reserve funds required by Applicable Law for the purposes of providing funds for the 391 payment of costs of Closure of the Approved Disposal Facility (or any cell within the Approved 392 Disposal Facility) or Post-Closure activities relating to the Approved Disposal Facility. The Contractor 393 shall not hol d the City or the Collection Contractor responsible for paying any deficiencies in 394 required reserves. In addition, the Contractor shall not hold the City or the Collection Contractor 395 responsible for making any payments if actual Closure and Post -Closure costs relating to the 396 Approved Disposal Facility exceed the amounts reserved by the Contractor for that purpose. This 397 obligation survives expiration or termination of the Agreement. 398

4.3 CLIMATE AND DISASTER RESILIENCY 399
A. Climate and Disaster Resiliency Planning . No less than ninety (90) calendar days prior to the 400 Commencement Date, the Parties shall meet to discuss development of a written plan to address 401 the role of the Contractor in addressin g the City’s disaster debris management needs related to 402 wartime, natural, physical, or other disaster in, or proximate to, the City, resulting in the declaration 403 of a State of Emergency by the City Manager or the City Council (hereinafter “Climate and Disaster 404 Response Plan”). The Climate and Disaster Response Plan shall also include any measures that may 405 be necessary for the Contractor to take over time to address climate change. 406 B. Disaster Response Protocol. The Parties shall, prior to the Commencement Date, develop and 407 finalize a protocol that considers the City’s emergency operations center procedures and identifies 408 specific communication, logistical actions, and other coordination between the Parties and internal 409 to each Party so that Contractor assistance can occur immediately following the City’s declaration 410 of an emergency (hereinafter “Disaster Response Protocol”). The protocol shall become part of the 411 Climate and Disaster Response Plan to be developed by the Parties as provided in this Section 4.3 412 of this Agreement. The Parties shall review the Protocol no less than annually and revise as 413 warranted. 414
C. Essential Service. The Contractor acknowledges that it provides an essential service, and that while 415 Disposal services during or following a disaster may be affected by impacts to facilities, equipment, 416 and/or public infrastructure, the Contractor is obligated to take all measures necessary to provide 417 such service in a timely and effective manner in compliance with this Agreement, Section 10.7 of 418 this Agreement notwithstanding. 419
D. Availability of Contractor’s Personnel and Equipment. In event of a State of Emergency declared 420 by the City Manager, the City Council, or another authorized representative of the City, the 421 Contractor shall provide, upon the City request, all equipment, vehicles, and/or personnel normally 422 performing services under this Agreement, for use by the Contractor to keep its facility operational. 423 The City shall not be required to compensate the Contractor for the Contractor ’s provision of 424 equipment, vehicles, or personnel normally performing services under this Agreement when made 425 available under the City’s direction for the Contractor’s use during a declared State of Emergency. 426 E. Contractor Reimbursement for Use of Additional Resources. Should the Contractor provide 427 additional personnel during a declared State of Emergency beyond that normally required to 428 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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81 MARCH 2025 Page 12 City of Livermore Disposal Agreement perform services under this Agreement, the Contractor shall submit to the City detailed records of 429 specific, additional, and reasonable costs and expenses borne by the Contractor in providing such 430 additional equipment, vehicles, and/or personnel . The City shall compensate the Contractor for 431 such documented, reasonable expenses within ninety (90) calendar days of receipt of State and/or 432 Federal emergency agency reimbursement specific to these expenses. Should such reimbursement 433 not occur within five hundred and forty (540) calendar days of the Contractor’s complete submission 434 as verified by the City, the City shall compensate the Contractor for such fully documented and 435 undisputed costs. Should any costs borne by the Contractor be disputed by the City as reasonable 436 expenses of providing such additional resources, the Contractor and the City shall resolve such a 437 dispute in accordance with Section 10.9 of this Agreement. The Contractor shall promptly cooperate 438 with City, State and/or Federal reporting and documentation requirements related to the City’s 439 receipt of reimbursement, including if the City is pursuing reimbursement after having reimbursed 440 the Contractor. The Contractor shall further comply with all applicable Federal, State, or local 441 funding and accounting requirements that may apply to expenses that will be reimbursed upon 442 notice of the same from the City. 443
ARTICLE 5. 444
STANDARD OF PERFORMANCE 445

5.1 GENERAL 446
The Contractor shall at all times comply with Applicable Law and provide services in a manner that is safe 447 to the public and the Contractor’s employees. Except to the extent that a higher performance standard is 448 specified in this Agreement , the Contractor shall perform services in accordance with Disposal Services 449 management practices common to the San Francisco Bay Area. 450

5.2 OPERATION STANDARDS 451

5.2.1 Permits 452
A. Securing Permits. The Contractor shall obtain and maintain at the Contractor’s sole cost all permits 453 required under Applicable Law to perform Disposal Services. The Contractor shall provide the City 454 proof of p ermits and shall demonstrate compliance with the terms and conditions of permits 455 promptly upon request of the City . In its Annual Report or more frequently, as necessary , the 456 Contractor shall inform the City of any permit-related or regulatory concerns and the Contractor’s 457 status of securing the issuance, revision, modification, extension, or renewal of p ermits necessary 458 to address such concerns. Promptly upon the City’s direction, the Contractor shall provide the City 459 with copies of p ermits and any applications or other correspondence that the Contractor submits 460 in connection with securing Permits. 461
B. Complying with Permits . The Contractor shall at all times provide services in compliance with all 462 Permits, including any mitigation measures related to the operation and maintenance of the 463 Approved Disposal Facility. The Contractor is solely responsible for paying any fines or penalties 464 imposed for noncompliance with or violation of permits or failure to obtain permits. 465

5.2.2 Rejection of Excluded Waste 466
A. Inspection. The Contractor shall use standard industry practices to detect and reject Excluded 467 Waste in a uniform and non-discriminatory manner and shall not knowingly Accept Excluded Waste 468 at the Approved Disposal Facility . The Contractor shall comply with the inspection procedure 469 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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82 MARCH 2025 Page 13 City of Livermore Disposal Agreement contained in its p ermit requirements and in accordance with its operations plan. The Contractor 470 shall promptly modify that procedure to reflect any changes in permits or Applicable Law. 471 The Contractor shall develop a load inspection program that includes the following components: (i) 472 personnel and training; (ii) load checking activities; (iii) management of Excluded Waste; and, (iv) 473 record keeping and emergency procedures . The Contractor ’s load checking personnel shall be 474 trained in: (i) the effects of Hazardous Substances on human health and the environment; (ii) 475 identification of prohibited materials; and, (iii) emergency notification and response procedures. 476 B. Remedies for Rejected Materials. If the Contractor identifies Excluded Waste delivered to the 477 Approved Disposal Facility by Collection Company or other Person(s), the Contractor may reject the 478 Excluded Waste and require the Person(s) bringing such Excluded Waste to the Approved Disposal 479 Facility to remove it. The cost of removal and proper handling and Disposal shall be the 480 responsibility of such Person(s) delivering Excluded Waste. The Contractor shall also be entitled to 481 pursue whatever remedies, if any, it may have against Person(s) bringing that Excluded Waste to 482 the Approved Disposal Facility. 483
Should the Contractor inadvertently Accept in a lawful manner Excluded Waste , as between the 484 City, the Collection Company , and the Contractor, the Contractor shall bear all responsibility for 485 handling, transporting, and Processing or Disposing of such material in accordance with Applicable 486 Law; provided, however, if the Contractor is able to identify the Person(s) who delivered such 487 Excluded Waste to the Approved Disposal Facility, Contractor may pursue whatever remedies it may 488 have again such Person(s), including the reimbursement of all expenses incurred by the Contractor 489 in the identification and removal of such Excluded Waste. The Contractor shall be solely responsible 490 for making arrangements for the final Disposition of Accepted Excluded Waste and all costs thereof. 491 C. Notification. If the Contractor rejects Excluded Waste delivered by the Collection Company , the 492 Contractor shall notify the City Contract Manager verbally within three (3) Business Days and then 493 follow verbal notifications with a written notice identifying the date and time of occurrence , 494 material type, material weight or volume, characterization of material, the Contractor’s reason for 495 rejection of the delivered material, photographs of the material, and the identification number or 496 information of the vehicle that Delivered the material. 497

5.2.3 Days and Hours of Operation 498
A. General. The Contractor shall operate the Approved Disposal Facility for the receipt of Solid Waste 499 in accordance with the days and hours of operation set forth in its permits and as specified below. 500 At a minimum , the Contractor shall Accept Solid Waste at the Approved Disposal Facility from 501 Monday to Friday from 6 a.m. to 4 p.m., and Saturdays from 6 a.m. to 2:30 p.m., except for Holidays. 502 While the Contractor may increase these hours, the Contractor may not reduce the hours or total 503 number of hours for A cceptance of Solid Waste without the written approval of the City and 504 Collection Company, unless reductions are required by a change in a permit after the Effective Date. 505 B. Holiday Schedule. The Contractor, at its sole discretion, may choose not to provide Disposal Services 506 on a Holiday. In such event, the Contractor shall provide Disposal Services on the day following the 507 Holiday closure . The Contractor shall not change its designation of Holidays or Holiday -related 508 closures of Approved Disposal Facility without prior, written approval by the City . The Contractor 509 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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83 MARCH 2025 Page 14 City of Livermore Disposal Agreement shall make any requested changes to a Holiday schedule no less than six (6) months in advance of 510 the requested Holiday change. 511

5.2.4 Equipment and Supplies 512
The Contractor shall equip and operate the Approved Disposal Facility in a manner to fulfill the 513 Contractor’s obligations under this Agreement . The Contractor is solely responsible for the adequacy, 514 safety, and suitability of the Approved Disposal Facility . The Contractor shall modify, enhance, and/or 515 improve the Approved Disposal Facility as needed to fulfill Disposal Services under this Agreement. The 516 Contractor shall provide all equipment, rolling stock, and other supplies as appropriate and necessary to 517 operate the Approved Disposal Facility, including regular operations, Closure, Post -Closure, and 518 environmental monitoring, and provide all Disposal Services required by this Agreement. The Contractor 519 shall place the equipment in the charge of competent operators . The Contractor shall repair, maintain, 520 and as necessary, replace all equipment at its own cost and expense. 521

5.2.5 Traffic Control and Direction 522
The Contractor shall construct and maintain all roads required to transport Solid Waste from the Approved 523 Disposal Facility site entrance to scale house and to the actual point of unloading at the Disposal area of 524 the Approved Disposal Facility. The Contractor shall direct on-site traffic to appropriate unloading areas 525 and provide a safe working environment for Approved Disposal Facility users, visitors, and employees. The 526 Contractor shall provide necessary roadways, signs, and personnel to assist drivers to proper unloading 527 areas. The Contractor shall maintain all roadways and signs at the Approved Disposal Facility in a clean 528 and usable condition. The Contractor shall provide and maintain roadways and signs for the convenience 529 of Persons using the Approved Disposal Facility and to facilitate safe and efficient traffic flow at the 530 Approved Disposal Facility. 531

5.2.6 Vehicle Turnaround Times 532
A. General. The Contractor shall maintain a maximum vehicle turnaround time of twenty-five (25) 533 minutes for Collection Company delivery of Solid Waste to the Disposal Facility. Failure to meet this 534 guaranty shall result in a default of the Contractor’s performance obligations under this Agreement. 535 The Contractor shall have a twenty -four (24) hour period to cure this breach before Liquidated 536 Damages are assessed in accordance with this Section 5.2 and Section 10.6 of this Agreement. 537 B. Guaranteed Collection Vehicle Turnaround Time. The Contractor shall operate the Disposal Facility 538 so that all Collection Company vehicles are processed, unloaded, and exited from the Disposal 539 Facility property in a timely manner such that the maximum turnaround time is no more than 540 twenty-five (25) minutes per Collection Company vehicle. The vehicle turnaround time shall be the 541 elapsed time from the vehicle receiving the weight ticket at the Approved Disposal Facility to the 542 vehicle leaving the Approved Disposal Facility property and crossing the scales. 543 C. Supporting Documentation. Upon the City’s request, the Contractor shall provide the City with 544 reports, access to electronic scale house system records , and/or on -site camera recording s to 545 determine actual vehicle turnaround times. The Contractor acknowledges that the City may conduct 546 on-site surveys to verify compliance with the guaranteed vehicle turnaround time s for Collection 547 Company’s vehicles. The Contractor acknowledges that the City may also use GPS (global positioning 548 system) records provided by Collection Company for Collection Company’s vehicles to calculate 549 actual vehicle turnaround times. At the Contractor’s option, the Contractor may, at its own cost, 550 implement and maintain a technology -based vehicle tracking system of recording inbound and 551 outbound Collection Company’s vehicle times (such as a system that uses RFID vehicle tags and RFID 552 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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84 MARCH 2025 Page 15 City of Livermore Disposal Agreement readers). Such system shall not inconvenience the Collection Company o r the City or delay 553 Collection Company’s vehicles from arriving and departing the Disposal Facility. 554 D. Complaint Resolution. The Contractor shall respond within five (5) Business Days to any written 555 Complaint received from the City or Collection Company related to vehicle turnaround times . The 556 Contractor shall work directly with the Collection Company to identify and resolve issues that are 557 causing vehicle turnaround times to extend beyond the maximum vehicle turnaround time stated 558 in Subsection 5.2.6.B of this Agreement . The Contractor may provide evidence disputing any 559 Complaint received by the Collection Company provided the evidence is in the form of camera 560 recordings of Collection Company’s vehicle(s), scale house records, or other documentation of the 561 Collection Company ’s arrival and departure times from the Disposal Facility . The Contractor ’s 562 evidence shall be presented no later than ten (10) Business Days after receipt of the Collection 563 Company’s or the City’s written notice of Complaint(s). The City shall review evidence provided by 564 both the Contractor and the Collection Company and provide written notice of the City’s 565 determination that the C omplaint was valid or invalid. The Liquidated Damages payment shall be 566 paid in accordance with Section 10.6 and Exhibit E of this Agreement for each Collection Company 567 vehicle with a Turnaround Time greater than the Maximum Vehicle Turnaround Time . The 568 Liquidated Damage amount shall be adjusted annually thereafter by CPI. 569 E. Consequences for Failure to Meet the Guaranteed Vehicle Turnaround Times . Should the 570 Contractor fail to meet the guaranteed maximum turnaround times for Collection Company ’s 571 vehicles described in this Section 5.2 of this Agreement, Liquidated Damages may be assessed by 572 the City in the amounts stated in Exhibit E of this Agreement unless the Contractor proves to the 573 reasonable satisfaction of the City that a C omplaint regarding a Collection Company ’s vehicle 574 turnaround time exceeding the guaranteed vehicle turnaround time was not valid pursuant to 575 Subsection 5.2.6.D of this Agreement above. 576
F. Assessment of Liquidated Damages. The City understands that a failure by the Contractor to meet 577 the maximum vehicle turnaround time incurs damages upon the Collection Company and shall 578 therefore provide notice of its intent to assess Liquidated Damages to the Contractor within sixty 579 (60) Business Days of the City becoming aware of the Contractor’s failure to meet the Maximum 580 Vehicle Turnaround Time. The assessment of Liquidated Damages shall be made in accordance with 581 Section 10.6 of this Agreement and collected by the City on behalf of the Collection Company. 582

5.2.7 Scale Operation 583
A. Maintenance and Operation. The Contractor shall maintain at least two (2) State -certified motor 584 vehicle scales at the Disposal Facility in accordance with Applicable Law . The Contractor shall link 585 all scales to a centralized computer recording and billing system that shall be compatible with the 586 Contractor’s systems and account for tracking all incoming and outgoing materials. The Contractor 587 shall operate those scales during the Disposal Facility receiving hours established in Section 5.2.3 of 588 this Agreement. The Contractor shall provide the City with: (i) access to weighing information at all 589 times; and, (ii) copies thereof on the next Working Day following the City’s request. 590 B. T are Weights for Collection Company Vehicles. Within thirty (30) calendar d ays prior to the 591 Commencement Date, the Contractor shall coordinate with the Collection Company to ensure that 592 all Collection vehicles used by Collection Company to Deliver Solid Waste to the Disposal Facility are 593 weighed to determine unloaded (“tare”) weights. The Contractor shall: (i) electronically record the 594 tare weight; (ii) identify the vehicle as Collection Company owned; and, (iii) provide a distinct vehicle 595 identification number for each vehicle. The Contractor shall provide the City with a report listing the 596 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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85 MARCH 2025 Page 16 City of Livermore Disposal Agreement vehicle tare weight information upon request . The Contractor shall promptly coordinate with 597 Collection Company to weigh additional or replacement Collection vehicles prior to Collection 598 Company placing them into service . The Contractor shall check tare weights at least annually, or 599 within fourteen (14) calendar days of the City’s request and shall coordinate with the Collection 600 Company to re-tare vehicles immediately after any major maintenance service on a Collection 601 vehicle. 602
C. Substitute Scales. If any scales are inoperable, being tested, or otherwise unavailable , the 603 Contractor shall use reasonable business efforts to weigh vehicles on the remaining operating 604 scales. To the extent that all the scales are inoperable, unavailable due to testing, or otherwise 605 unavailable, the Contractor shall substitute portable scales until the permanent scales are replaced 606 or repaired. The Contractor shall arrange for any inoperable scale to be repaired as soon as possible 607 and, in any event, within seventy-two (72) hours (excluding Holidays) of the failure of the permanent 608 scale. If repairs to the permanent scale are projected to take more than twelve (12) hours , the 609 Contractor shall immediately obtain a temporary substitute scale(s). 610 The Contractor shall provide back-up generator(s) capable of supplying power to the scales in the 611 event of a power outage. 612
D. Estimates. Pending substitution of portable scales or during generator outages, the Contractor shall 613 estimate the Tonnage of Solid Waste delivered to the Disposal Facility by utilizing the arithmetic 614 average of each vehicle ’s recorded Tons of the Solid Waste delivered on its preceding three (3) 615 deliveries, on the same calendar day of the week, to the Approved Disposal Facility. The Contractor 616 shall continue to record all information required by this Section 5.2 of this Agreement for each 617 delivery of Solid Waste to the Approved Disposal Facility and each transported load of Solid Waste 618 during any period the scales are out of service. 619
E. Testing. The Contractor shall test and calibrate all scales in accordance with Applicable Law, but at 620 least every twelve (12) months. Upon the City’s request, the Contractor shall promptly provide the 621 City Contract Manager with copies of test results. The Contractor shall further test and calibrate any 622 or all scales within three (3) Working Days of the City’s request. If test results indicate that the scale 623 or scales complied with Applicable Law, the City shall reimburse the Contractor for the direct costs 624 of the tests. If the test results indicate that the scale or scales did not comply with Applicable Law , 625 the Contractor shall bear the direct costs of the tests. Thereafter, the Contractor shall, at its own 626 cost, adjust and correct all weight measurements recorded and Per-Ton Rates calculated, charged, 627 and paid per the results of the test. The Contractor shall reimburse the City for any additional Per-628 Ton Rates charged, starting with the date of the City’s request to the date the scales were tested 629 and recalibrated. 630
F. Weighing Standards and Procedures . The Contractor shall use the Approved Disposal Facility’s 631 entry scale(s) located at the scale house to weigh vehicles and charge Per-Ton Rates. The Contractor 632 scale house personnel shall be responsible for inspecting Solid Waste delivered to the Disposal 633 Facility. The Contractor shall charge the Per-Ton Rate approved by the City for each material type 634 delivered by the Collection Company. The total Rate charged per load of Solid Waste shall be based 635 on the material type and the total Tonnage of Solid Waste in the Collection Company’s vehicle. The 636 Contractor shall weigh and record inbound weights of all Collection Company ’s vehicles when the 637 vehicles arrive at the Approved Disposal Facility and weigh and record outbound weights of vehicles 638 for which the Contractor does not maintain tare weight information. The Contractor shall provide 639 each driver a receipt showing the date, time in, time out, Facility name and address, ticket number, 640 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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86 MARCH 2025 Page 17 City of Livermore Disposal Agreement operator identification, customer number, payment method, v ehicle identification, waste 641 origination, total amount due, a description of weight codes where applicable, material types, gross 642 weight, tare weight, net weight, quantity of Solid Waste that the vehicle delivered to the Approved 643 Disposal Facility, and the Per-Ton Rate charged. 644
G. Records. The Contractor shall maintain scale records and reports that provide information including 645 date of receipt, inbound time, inbound weights of vehicles, vehicle identification number, 646 jurisdiction of origin of materials received, type of material, hauler identification and/or 647 classification, type, weight, and all other information as required in accordance with Article 6 of this 648 Agreement. 649
H. Upon-Request Reporting. If vehicle receiving and unloading operations are recorded on video 650 cameras at the Approved Disposal Facility, the Contractor shall make those videos available for the 651 City’s review during the Approved Disposal Facility’s operating hours, upon request of the City, and 652 the Contractor shall provide the name of the driver of any particular load if available. The City 653 acknowledges that the Contractor only maintains limited video storage capacity and that older 654 video records are overwritten when storage capacity is reached. 655 I. Establishing Weight of Solid Waste Delivered by Non- Weighed Vehicles . The Contractor shall 656 estimate the Tonnage of Solid Waste delivered by Self-Haul automobiles, vans, and pickup trucks 657 with beds eight (8) cubic yards or less of capacity. The Tonnage of such materials delivered by each 658 Self-Haul vehicle that is not weighed shall be calculated by multiplying the volume of materials 659 delivered in each Self- Haul vehicle (as estimated or measured by the gate house attendant on a 660 cubic-yard basis) by the factors listed in the table below. 661 Volume-to-Weight Conversion Factors 662
Material Type Conversion
Solid Waste 0.25 Tons per cubic yard
663

5.2.8 Safety 664
The Contractor shall perform all Disposal Services in a safe manner, in accordance with Applicable Law 665 and insurance requirements provided in Article 9 of this Agreement. 666

5.2.9 Due Diligence 667
The Contractor acknowledges that management of Solid Waste is a public health and safety concern. It 668 agrees that it will exercise due diligence in performing Disposal Services. 669

5.2.10 Right to Enter Facility and Observe Operations 670 The City and its designated representative(s) may enter, observe, and inspect both the Approved Disposal 671 Facility and the Alternate Disposal Facility at any time during operations and meet with either facility 672 manager(s) or their representatives upon advance request of at least seventy-two (72) hours, provided 673 that the City and its representatives comply with the Contractor ’s reasonable safety and security rules 674 and do not interfere with the work of the Contractor or its Subcontractors. 675 The Contractor acknowledges that the City, other governmental agencies , or Extended Producer 676 Responsibility Programs may wish to perform generation and characterization studies periodically with 677 respect to materials covered under this Agreement. The Contractor agrees that upon direction from the 678 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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87 MARCH 2025 Page 18 City of Livermore Disposal Agreement City, the Contractor shall participate in and cooperate with the City and other such agencies to perform 679 studies and data collection exercises at the Approved Disposal Facility and/or Alternate Disposal Facility, 680 as needed, to determine weights, volumes , and composition of materials generated, Disposed , and 681 diverted. 682

5.3 PERSONNEL 683
A. General. The Contractor shall engage, train , and maintain qualified and competent employees, 684 including managerial, supervisory, clerical, maintenance, and operating personnel, in numbers 685 necessary and sufficient for operation of Disposal Facility and to perform Disposal Services required 686 by this Agreement in a safe and efficient manner. The Contractor shall designate at least one ( 1) 687 qualified employee as the City’s primary point of contact with the Contractor who is principally 688 responsible for facility operations and resolution of service requests and Complaints. Such individual 689 shall be empowered to negotiate on behalf of and bind the Contractor with respect to any changes 690 in scope, dispute resolution, compensation adjustments, and service-related matters which may 691 arise during the Term of this Agreement. 692
The Contractor shall use its best efforts to assure that all employees present a neat appearance and 693 conduct themselves in a courteous manner . The Contractor shall not permit its employees to 694 accept, demand, or solicit, directly or indirectly, any additional compensation or gratuity from 695 Collection Company or members of the public. 696
B. Driver and Equipment Operator Qualifications. All drivers must have in effect a valid driver’s 697 license, of the appropriate class, issued by the California Department of Motor Vehicles . The 698 Contractor shall use the Class II California Department of Motor Vehicles employer “Pull Notice 699 Program” to monitor its drivers for safety. All equipment operators shall be appropriately licensed 700 and/or credentialed, as required by law or the Contractor ’s policies, for the type and size of 701 equipment they will operate at all times. 702
C. Safety Training. The Contractor shall provide suitable operational and safety training for all of its 703 employees who operate vehicles or equipment. The Contractor shall train its employees involved in 704 load inspections to identify, and not to Accept, Excluded Waste. Upon the City Contract Manager’s 705 request, the Contractor shall provide a copy of its safety policy and safety training program, the 706 name of its safety officer, and the frequency of its trainings. 707 D. Key Personnel. The Contractor shall make every reasonable effort to maintain the stability and 708 continuity of the Contractor’s staff assigned to perform the services required under this Agreement. 709 The Contractor shall notify the City Contract Manager of any changes in the Contractor ’s key staff 710 assigned to perform the services required under this Agreement. Contractor shall obtain approval 711 from the City Contract Manager for all proposed key staff member changes prior to their 712 performance of any services under this Agreement. Key staff shall include the General Manager of 713 the Approved Disposal Facility and the Contractor’s District/Area Manager. 714 Notwithstanding the City ’s approval of the Contractor ’s personnel , the Contractor shall not be 715 relieved from any liability resulting from the work to be performed under this Agreement, nor shall 716 the Contractor be relieved from its obligation to ensure that its personnel maintain all requisite 717 certifications, licenses, and the like, and the Contractor shall at all times ensure that its personnel 718 fully comply with Applicable Law. 719
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88 MARCH 2025 Page 19 City of Livermore Disposal Agreement E. Wages and Benefits. If applicable, the Contractor shall ensure that all work performed under this 720 Agreement, and for which the Contractor receives compensation, is provided in compliance with 721 the requirements of the California Labor Code , including, but not limited to , hours of labor, 722 nondiscrimination, payroll records, apprentices, worker’s compensation and prevailing wages. If 723 applicable, the Contractor shall comply with all prevailing wage laws, such as Sections 1773, 1773.8, 724 1775, 1776, 1777.5, 1777.6, and 1813 of the California Labor Code and any other applicable wage 725 and hour laws. If any violation of prevailing wage law associated with this Agreement is deemed to 726 have occurred by any court or administrative authority, the Contractor shall forfeit to the City, as a 727 penalty, the sum of fifty dollars ($50.00) for each calendar day, or portion thereof, for each laborer, 728 worker, or mechanic employed, paid less than the applicable prevailing rates for any work done to 729 accomplish the purposes of this Agreement. 730

5.4 CONTRACT MANAGEMENT 731
The City has designated staff, the City Contract Manager, to be responsible for the monitoring and 732 administration of this Agreement. The Contractor shall designate an employee to serve as the Contractor’s 733 Contract Manager, to be responsible for working closely with the City Contractor Manager in the 734 monitoring and administration of this Agreement . The Contractor shall provide the City with a direct 735 phone and email address for the Contractor’s selected Contract Manager and such manager shall be 736 available to the City Contract Manager during all business h ours as defined in Section 5.2. 3 of this 737 Agreement. 738
The Contractor’s Contract Manager shall meet and confer with the City Contract Manager to resolve 739 differences of interpretation and implement and execute the requirements of this Agreement in an 740 efficient, effective manner that is consistent with the stated objectives of this Agreement. 741 From time to time , the City Contract Manager may designate other agents o f the City to work with the 742 Contractor on specific matters. In such cases, those individuals should be considered designates of the 743 City Contract Manager for those matters to which they have been engaged. Such designates shall be 744 afforded all of the rights and access granted to the City Contract Manager. In the event of a dispute 745 between the City Contract Manager’s designate and the Contractor, the City Contract Manager’s 746 determination shall be conclusive. 747
In the event of dispute between the City Contract Manager and the Contractor regarding the 748 interpretation of or the performance of services under this Agreement, the City Contract Manager’s 749 determination shall be conclusive except where such determination results in a material impact to the 750 Contractor’s revenue and/or cost of operations. In the event a dispute between the City Contract Manager 751 and the Contractor results in such material impact to the Contractor, the provisions of Section 10.9 of this 752 Agreement shall apply. For the purposes of this S ection 5.4 of this Agreement, “material impact” is an 753 amount equal to or greater than fifty thousand dollars ($50,000) per year. 754 Should a change in the Contractor’s obligations or change in scope of Disposal Services become necessary 755 that result in an adjustment in Per-Ton Rates per Subsection 3.5.D of this Agreement , the City Contract 756 Manager shall have the authority to administratively approve such change in Contractor’s obligations or 757 scope of Disposal Services on a short term basis, pending final approval or determination by City Council. 758 The City C ontract Manager or their designate shall have the right to observe and review the Contractor 759 operations and enter premises for the purposes of such observation and review, including review of the 760 Contractor’s records, during reasonable hours with reasonable notice. In no event shall the Contractor 761 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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89 MARCH 2025 Page 20 City of Livermore Disposal Agreement prevent access to such premises for a period of more than three (3) calendar days after receiving such a 762 request from the City Contract Manager. 763
The Contractor shall maintain an after- hours telephone number allowing twenty -four (24) hour per day 764 access to the Contractor’s Contract Manager, or designate, by the City Contract Manager in the event of 765 an emergency involving the Contractor’s equipment or services, including, but not necessarily limited to, 766 fires, blocked access, or property damage. 767
ARTICLE 6. 768
RECORD KEEPING AND REPORTING 769

6.1 RECORD KEEPING 770
The Contractor shall maintain accounting, statistical, operational, and other records related to its 771 performance as shall be necessary to provide reporting under this Agreement, Applicable Law , and to 772 demonstrate compliance with this Agreement . Unless otherwise required in this Article 6 of this 773 Agreement, the Contractor shall retain all records and data required to be maintained by this Agreement 774 for the Term of this Agreement, plus five (5) years after the Agreement’s expiration or earlier termination. 775 Records and data shall be in chronological order , an organized form, and readily and easily interpreted . 776 Any records shall be retrieved and made available within ten (10) Working Days of a request by the City 777 Contract Manager. The Contractor shall maintain adequate record security to preserve records from 778 events that can be reasonably anticipated such as a fire, theft, and earthquake. Electronically maintained 779 data and records shall be protected and backed up. To the extent that the Contractor utilizes its computer 780 systems to comply with record keeping and reporting requirements under this Agreement, the Contractor 781 shall, on a monthly basis, save all system -generated reports supporting those record keeping and 782 reporting requirements in a static format in order to provide an audit trail for all required data . The City 783 shall have the right to inspect all documents upon which the representations contained in monthly and 784 annual reports are based. 785
The City views its ability to defend itself against the Comprehensive Environmental Response, 786 Compensation and Liability Act (CERCLA) and RCRA, and related litigation as a matter of great importance. 787 For this reason, the City highly regards its ability to prove where Solid Waste is Disposed. Therefore, the 788 Contractor shall maintain records that can establish where Solid Waste was Disposed. These records shall 789 include, without any requirement for a confidentiality agreement or claim of proprietary/trade secret 790 protection, the Person delivering the material, the reported origin of the material, and any other 791 information required to support the Contractor’s reports provided to the City Contract Manager. This 792 provision shall survive the expiration or earlier termination of this Agreement . The Contractor shall 793 maintain these records for a minimum of ten (10) years beyond expiration or earlier termination of the 794 Agreement. The Contractor shall provide these records to the City Contract Manager (upon request or at 795 the end of the record retention period) in an organized and indexed manner rather than destroying or 796 Disposing of them. 797

6.2 REPORT SUBMITTAL REQUIREMENTS 798
The Contractor shall submit monthly reports no later than fifteen (15) calendar days after the end of each 799 month. The Contractor shall submit annual reports no later than forty -five (45) calendar days after the 800 end of each calendar year. Monthly and annual reports shall, at a minimum, include all data and 801 information as described in Exhibit C of this Agreement . Additionally, upon request by the City , the 802 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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90 MARCH 2025 Page 21 City of Livermore Disposal Agreement Contractor shall provide any data , described in Exhibit C of this Agreement , required to respond to 803 requests by local, regional, or State agencies within five (5) Business Days of the request. 804 The Contractor may propose report formats that are responsive to the objectives and audiences for each 805 report. The format of each report shall be approved by the City Contract Manager, in their sole discretion. 806 The City Contract Manager may, from time to time during the Term, review and request changes to the 807 Contractor’s report formats and content and the Contractor shall not unreasonably deny such requests . 808 The Contractor shall submit all reports to the City Contract Manager electronically via email using software 809 acceptable to the City. 810
The City reserves the right to require the Contractor to provide additional reports or documents , or to 811 provide earlier submittal of scheduled reports (e.g., to meet State reporting timelines for SB 1383) as the 812 City Contract Manager reasonably determines to be required for the administration of this Agreement or 813 compliance with Applicable Law. 814

6.3 LATE AND INCORRECT REPORTS 815
If the Contractor does not submit the required report on the due date, the Contractor shall pay to the City 816 Liquidated Damages in accordance with Section 10.6 and Exhibit E of this Agreement. The Liquidated 817 Damage amount shall be adjusted annually thereafter by the Annual Percentage Change of the CPI-U, as 818 described in Section 8.3 of this Agreement. If the City provides notice to the Contractor of a late Annual 819 or Monthly Report thirty (30) calendar days after the report due date, the Contractor shall submit the 820 report to the City within fourteen (14) calendar days of the notice date. If the report is received on or 821 before the fourteenth (14th) calendar day, Liquidated Damages shall be limited to the amount due for the 822 initial thirty (30) calendar days. If the report is not received within the fourteen- (14-) calendar day period, 823 the City may assess Liquidated Damages for each calendar day the report is late after the fourteen- (14-) 824 calendar day period following the notice. In such case, the number of days for which Liquidated Damages 825 may be assessed shall equal the sum of the initial thirty (30) calendar days and the additional days the 826 report is late following the fourteen- (14-) calendar day period after the City’s notice. Liquidated Damages 827 shall be assessed in accordance with Section 10.6 and Exhibit E of this Agreement. 828 If the City identifies an error in a r eport or omission of required information , the City may assess 829 Liquidated Damages in accordance with Section 10.6 of this Agreement and the Contractor shall pay the 830 Liquidated Damages . The Liquidated Damages for an inaccurate or incomplete report shall be in 831 accordance with Section 10.6 and Exhibit E of this Agreement. The Contractor shall be given five ( 5) 832 Working Days to correct the report f rom the date of the City ’s initial n otice. If the Contractor fails to 833 correct the report on or before the fifth ( 5th) Working Day, the City may assess a L iquidated Damage 834 amount per Working Day for each day beyond the cure period until such time the Contractor submits a 835 corrected report, as determined by the City. For example, if a report is inaccurate and the Contractor takes 836 seven (7) Working Days to submit a corrected report after the City’s notice, the total Liquidated Damages 837 due shall be a total of one thousand five hundred dollars ($1,500), which is five hundred dollars ($500) for 838 the initial occurrence plus one thousand dollars ($1,000) for the extra two (2) Working Days to correct. 839 Assessment and payment of the Liquidated Damages described in this paragraph shall be performed in 840 accordance with Section 10.6 of this Agreement. 841
If the Contractor identifies an error in a report it submitted to the City, the Contractor shall notify the City 842 Contract Manager of the error and submit a corrected report within fifteen (15) calendar days of the 843 notice to the City. The City agrees to waive Liquidated Damages in the event the Contractor self-identifies 844 an error and submits the corrected report within fifteen (15) calendar day s of the Contractor’s notice to 845 the City. If the Contractor identifies an error in a resubmitted report to the City Contract Manager , 846 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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91 MARCH 2025 Page 22 City of Livermore Disposal Agreement subsequent correction periods shall not be provided in addition to the first fifteen (15) calendar day 847 correction period. If the Contractor is late in submitting the corrected report , the City may assess 848 Liquidated Damages for the late report as outlined in the paragraph above. 849

6.4 LIVERMORE WASTE EQUALIZATION CHARGE (“LWEC”) QUARTERLY 850 REPORTS 851
The Contractor shall provide the amount of the LWEC collected on a quarterly basis, the number of Tons 852 diverted by the Contractor’s Construction Debris Recycling operation, and the number of Tons of Residue 853 generated by the Construction Debris Recycling operation. The report will reflect the mutually -agreed-854 upon conversion as identified in Section 8.7 of this Agreement. 855

6.5 ANNUAL REPORT OF LANDFILL ACTIVITY 856
The City has entered into this Agreement to ensure sufficient Disposal capacity . The Contractor and the 857 City both acknowledge the Term of this Agreement per Article 2 of this Agreement. In order for the 858 Contractor to guarantee Disposal capacity to the City for the Term of the Agreement, inclusive of the 859 period following notice of annual report of Landfill activity, the Contractor shall provide sufficient 860 assurances to the City as to the Contractor’s remaining Disposal capacity reserved for the City’s Solid 861 Waste. Accordingly, the Contractor agrees to provide detailed reports on its projected remaining capacity, 862 inclusive of the City’s Solid Waste and all its other contractual capacity guarantees to other entities as 863 detailed in Exhibit C of this Agreement. 864

6.7 CLOSURE OF LANDFILL 865
The Closure and Post-Closure maintenance plans have been submitted to and approved by the State and 866 local permit enforcement agencies having jurisdiction over the Landfill. The Contractor has submitted 867 evidence to the appropriate governing authorities of adequate provisions to finance the Closure and Post-868 Closure maintenance of the Landfill and these arrangements have also been approved by the State and 869 local permit enforcement agencies having jurisdiction. The mechanism that the Contractor currently 870 utilizes to meet the State’s requirement of financial assurance for Closure is a certificate of insurance in 871 the amount of fourteen million six hundred fifty-six thousand six hundred sixty-seven dollars and ninety-872 two cents ($14,656,667.92) and the mechanism the Contractor currently utilizes to meet the State 873 requirement of financial assurance for Post-Closure maintenance is a certificate of insurance in the 874 amount of twenty million four hundred twenty -nine thousand four hundred seventy -eight dollars and 875 nineteen cents ($20,429,478.19). The Contractor may change either or both mechanisms to another 876 legally authorized mechanism if the change is approved by CalRecycle. 877 ARTICLE 7. 878
CITY REIMBURSEMENTS 879

7.1 CITY RIGHT TO ESTABLISH FEES 880
The City retains the right to establish fees on Disposal activities, and to adjust such fees during the Term 881 of this Agreement. Such fees shall be established and adjusted as part of the Government Fee Component 882 of the then-applicable Per-Ton Rate as provided in Article 8 of this Agreement. 883 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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92 MARCH 2025 Page 23 City of Livermore Disposal Agreement

7.2 OTHER REIMBURSEMENTS 884
The City shall reserve the right to set "other" reimbursements , as it deems necessary. The amount, time 885 and method of payment , and adjustment process shall be set in a manner similar to that for other 886 reimbursements described in this Article 7 of this Agreement. 887

7.3 ADJUSTMENT TO REIMBURSEMENTS 888
The City may set other reimbursements or adjust the reimbursements established in this Article 7 of this 889 Agreement from time-to-time during the Term of this Agreement and such other reimbursements and 890 adjustments shall be considered an allowable cost of business not subject to profit mark -up and subject 891 to the specific methodology as described in Section 8.3.E of this Agreement. 892

7.4 PAYMENT SCHEDULE AND LATE FEES 893
Within twenty-five (25 ) calendar days of the end of each calendar quarter , during the Term of this 894 Agreement, the Contractor shall remit to the City all reimbursements as described in this Article 7 of this 895 Agreement. Such reimbursements shall be remitted to the City and sent or delivered to the City Contract 896 Manager. If such remittance is not paid t o the City on or before the twenty- fifth (25 th) calendar day 897 following the end of a calendar quarter, all reimbursements due shall be subject to a delinquency penalty 898 of two percent (2%), or maximum permitted by law, which attaches on the first (1st) day of delinquency. 899 The delinquency penalty shall be increased an additional two percent (2%), or maximum permitted by 900 law, for each additional month the payment remains delinquent. 901 Each quarterly remittance to the City shall be accompanied by a statement listing the amount of each 902 reimbursement paid and the calculation of each reimbursement. The City Contract Manager may, at any 903 time during the Term, request a detailed calculation of Gross Receipts for each billing period . The 904 Contractor shall maintain all supporting documents and calculations for each payment made t o the City 905 as required by Section 6.1 of this Agreement. 906
The City Contract Manager may, at any time during the Term, perform an audit of the Contractor’s billings 907 and payment of reimbursements. The Contractor shall cooperate with the City Contract Manager in any 908 such audit. Should the City or its agent perform this review and identify errors in payment of 909 reimbursements valued at one percent (1%) or more for the period reviewed , the Contractor shall, in 910 addition to compensating the City for lost reimbursements, reimburse the City’s actual cost of the review. 911 ARTICLE 8. 912
CONTRACTOR’S COMPENSATION AND RATE 913
SETTING 914

8.1 GENERAL 915
The Contractor’s Compensation for performance of all its obligations under this Agreement shall be Per-916 Ton R ates, paid to the Contractor by the Collection Company in exchange for services provided. The 917 Contractor’s Compensation provided for in this Article 8 of this Agreement shall be the full, entire , and 918 complete compensation due to the Contractor pursuant to this Agreement for all labor, equipment, 919 materials and supplies, and Disposal fees, the City reimbursements, taxes, insurance, bonds, overhead, 920 operations, profit, and all other things necessary to perform all the services required by this Agreement 921 in the manner and at the times prescribed and in accordance with Applicable Law . Nothing herein shall 922 obligate the City to provide any compensation directly to the Contractor. The Contractor ’s Proposal 923 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

EXHIBIT A
93 MARCH 2025 Page 24 City of Livermore Disposal Agreement (Exhibit F of this Agreement ), from which initial Rates are determined, assumes compliance with 924 Applicable Law and associated implementing regulations, including, but not limited to, AB 1201, SB 54, SB 925 343, and the Advanced Clean Fleets Rule, as they may be further promulgated, amended, or replaced from 926 time to time. Any future adjustments to the Contractor ’s Compensation due to a Change in Law shall be 927 made in accordance with Section 8.4.E of this Agreement. 928 If the Contractor’s actual costs, including fees due t o the City , are more than the Per -Ton Rates, the 929 Contractor shall not be compensated for the difference in actual costs and actual Per -Ton Rates. If the 930 Contractor’s actual costs are less than the actual Per-Ton Rates, the Contractor shall retain the difference 931 provided that the Contractor has paid the City reimbursements pursuant to Article 7 of this Agreement. 932 Under this Agreement, the Contractor shall have the right and obligation to charge and collect from the 933 Collection Company Per-Ton Rates approved by the City for provision of services under this Agreement. 934 The Rates for Rate Period One are based on the Contractor’s Proposal. The Contractor ’s proposed costs 935 and operating assumptions for Rate Period One are presented in Exhibit F1 of this Agreement. 936

8.2 REMITTANCES TO CONTRACTOR 937
Each month, within five (5) Business Days after the last day of the preceding month, the Contractor shall 938 provide to the Collection Company an invoice detailing the total Tons delivered to the Approved Disposal 939 Facility from the City Service Area by the Collection Company , and the resulting monies owed to the 940 Contractor, based on the then -current Per-Ton Rates. The Contractor shall be responsible for collecting 941 payment for Disposal Services directly from the Collection Company. The Contractor shall cooperate with 942 the Collection Company as needed to calculate and/or reconcile remittance amounts. 943 In the event that there is a dispute by the Collection Company over the amount of an invoice, the 944 Contractor shall work diligently with Collection Company to expeditiously resolve the dispute in 945 accordance with Section 10.10 of this Agreement. In the event the dispute between the Contractor and 946 Collection Company is escalated to the City pursuant to Section 10.10 of this Agreement, the City Contract 947 Manager, in their sole discretion, may make a determination and such determination shall be final for any 948 dispute involving payment of one hundred thousand dollars ($100,000) or less. 949 The Contractor shall deliver to the Collection Company, with a copy to the City Contract Manager, a notice 950 of late payment for a given monthly invoice thirty-five (35) calendar days after the date of generation of 951 the invoice. The Contractor’s invoices shall be deemed delinquent if Collection Company has not paid 952 within sixty (60) calendar days of the date of the notice of late payment. If amounts remain unpaid beyond 953 ninety (90) calendar days , the Contractor may request, and the City Contract Manager shall facilitate a 954 meet and confer between the Contractor and the Collection Company to resolve the payment dispute 955 using those remedies available to the City under its contract with the Collection Company. The delinquent 956 invoice shall bear compounded interest on the unpaid balance at a rate not to exceed one and one-third 957 percent (1 1/3%) per month . The Contractor shall maintain copies of all billings and receipts, each in 958 chronological order, for the Term of this Agreement, for inspection and verification by the City Contract 959 Manager. The City Contract Manager can request copies of all billings and receipts at any reasonable time 960 and the Contractor shall provide such copies no more than thirty (30) calendar days after receiving the 961 request. 962

8.3 PER-TON RATES 963
A. General. The City shall be responsible for approving Per- Ton Rates as described in this Article 8 of 964 this Agreement. Each Per-Ton Rate shall have two (2) components: 965 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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94 MARCH 2025 Page 25 City of Livermore Disposal Agreement

1. The Contractor component (“Contractor Component”) which reflects the Contractor’s 966 Compensation for the services provided under this Agreement; and 967

2. The Government F ee C omponent which reflects G overnment Fees assessed for m aterials 968 handled at the Approved Disposal Facility or the Alternate Disposal Facility. 969 The sum of the “Contractor Component” and the “ Government Component” shall equal the total 970 Per-Ton Rate. 971
B. Rates for Rate Period One. Per-Ton Rates for Rate Period One, which are presented in Exhibit F2 of 972 this Agreement, were determined by the Contractor and the City and were approved along with the 973 Agreement. The Rates for Rate Period One shall be effective from July 1, 2025. 974 C. Definitions. For the purposes of this Section 8. 3 of this Agreement , the following terms shall be 975 defined as follows: 976

1. “Adjustment Date” means the date at which an annual adjustment takes effect. 977

2. “Annual Percentage Change” means the annual percentage change in any of the indices 978 defined below calculated as described in the following paragraph. 979 The Annual Percentage Change for a cost index shall be calculated as the Average Index Value 980 for the most recently available twelve (12) month period of the then -current Rate Period 981 minus the Average Index Value for the corresponding twelve ( 12) month period of the most 982 recently completed Rate Period and the result of which shall be divided by the Average Index 983 Value for the same twelv e (12) month period of the most recently completed Rate Period. 984 The Annual Percentage Change shall be rounded to the nearest thousandth (1,000th). 985 For example, if the Contractor is preparing its Rate application in January of 2026 for Rates to 986 be effective for Rate Period Two, the Annual Percentage Change in CPI shall be calculated as 987 follows: [(Average CPI for January 2025 through December 2025) – (Average CPI for January 988 2024 through December 2024)] / (Average CPI for January 2024 through December 2024)]. 989

3. “Average Index Value” means the sum of the monthly index values during the most recently 990 available twelve (12) month period divided by twelve (12) (in the case of indices published 991 monthly) or the sum of the bi -monthly index values divided by six (6) (in the case of indices 992 published bi-monthly). 993

4. “ CPI-U” means the Consumer Price Index, All Urban Consumers, all items, not seasonally 994 adjusted San Francisco-Oakland-Hayward Metropolitan Area compiled and published by the 995 U.S. Department of Labor, Bureau of Labor Statistics. 996 D. Per-Ton Rate Application. On February 1, prior to the commencement of the Rate Period for which 997 Per-Ton Rates are to be determined (coming Rate Period) , the Contractor shall submit to the City 998 Contract Manager an application requesting the adjustment of Per- Ton Rates for the coming Rate 999 Period via mail and an electronic copy in Microsoft Excel format with all supporting schedules, 1000 formulas, and calculations via email. For example, on February 1, 2026, the Contractor shall submit 1001 its application for the adjustment of Per- Ton Rates to be effective July 1, 202 6, (i.e., Rate Period 1002 Two). 1003
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95 MARCH 2025 Page 26 City of Livermore Disposal Agreement Such Application shall include the Rate adjustment calculation in accordance with this Subsection 1004

8.3.D of this Agreement and a copy of the Per-Ton Rate schedule currently in effect. 1005 The City shall evaluate the Contractor’s application for mathematical accuracy and consistency with 1006 the requirements of the Agreement and shall have the ability to require changes to the application 1007 prior to approval on the basis of the application’s mathematical inaccuracy or failure to comply with 1008 the procedures defined in the Agreement. Upon the City’s agreement that the calculations are 1009 consistent with the requirements of this Agreement and are mathematically accurate, the Per-Ton 1010 Rate adjustment (if any) shall be presented to the City Contract Manager and subject to the City 1011 Contract Manager’s final approval. 1012
E. Changes to Government Fees. In the event of changes to or new Government Fees that are effective 1013 at a time that does not coincide with the annual Rate adjustment , the Contractor may notify the 1014 City Contract Manager of the expected increase to any of the G overnment Fees relating to the 1015 Approved Disposal Facility . The Contractor may request such an adjustment if such G overnment 1016 Fees were not in effect on the Effective Date, or, if in effect on the Effective Date, are increased . 1017 The Contractor shall notify the City Contract Manager in writing thirty (30) calendar days in advance 1018 of any increase in the G overnment Fee Component to any such changes in, or imposition of 1019 Government Fees unless the Contractor does not have at least thirty (30) calendar days’ notice, in 1020 which case the Contractor shall provide notice within a reasonable time period of learning of the 1021 change. The City Contract Manager may review the Contractor’s calculation of the adjusted 1022 Government Fee Component and resulting adjustment of the Per-Ton Rate for a period of up to 1023 sixty (60) calendar d ays. During this period, the City Contract Manager may request, and the 1024 Contractor shall provide, supporting documentation which justifies the increase. Should the Parties 1025 be in dispute over the adjusted fees at the end of the sixty- (60-) calendar day period, no adjustment 1026 shall be made and the dispute shall be subject to Section 10.9 of this Agreement. Upon resolution 1027 of the dispute, and assuming both Parties agree on the adjustment of the Government Fee and the 1028 resulting adjustment of the Per-Ton Rate, the Contractor shall be entitled to the adjusted Per-Ton 1029 Rate payments retroactively to the last day of the thirty - (30-) calendar day notice period or the 1030 effective date of the imposed Government Fee. 1031

8.3.1 Solid Waste Disposal Rates 1032
A. Initial Rates. The initial Disposal Rate effective on the Commencement Date shall be fifty dollars 1033 and thirty-seven cents ($50.37) per Ton of Solid Waste Delivered to the Approved Disposal Facility. 1034 The initial Contractor Component of the Disposal Rate is thirty dollars and thirty-eight cents ($30.38) 1035 per Ton. The initial Governmental Component of the Disposal Rate is nineteen dollars and ninety -1036 nine cents ($19.99) per Ton. 1037
Governmental fees for Disposal for Rate Period One are as follows: 1038 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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96 MARCH 2025 Page 27 City of Livermore Disposal Agreement Fee Title Fee Amount Fee Basis Governing Body
AB1220 Integrated Waste
Management Fee $1.40 per Ton State of California
Local Enforcement Agency
Fee $0.38 per Ton Alameda County
Business License Fee $0.95 per Ton Alameda County
“Measure D” Fee $8.23 per Ton Alameda County
Household Hazardous Waste
Fee
$2.15 per Ton Alameda County
Waste Management
Authority Fee
$4.34 per Ton Alameda County
Host Community Fee $0.49 per Ton Alameda County
Open Space & Recycling Fee $1.90 per Ton Alameda County Waste Management Program
Fee
$0.13 per Ton Alameda County
Transport Planning
Management Fee
$0.02 per Ton Alameda County
Total 19.99 per Ton N/A
1039
B. Adjustments. The Per-Ton Rate for Solid Waste Delivered to the Approved Disposal Facility for all 1040 Rate Periods following Rate Period One shall be adjusted annually commencing with the first 1041 adjustment that shall be effective on July 1, 2026. The Per-Ton Rate adjustment shall be performed 1042 in accordance with this Subsection 8.3.1.B of this Agreement: 1043 P = ((A-C) x (1+B)) + D 1044
A = The Disposal Rate in effect immediately prior to the Adjustment Date. 1045 B = The Annual Percentage Change in the CPI-U. 1046
C = The Governmental Component in effect immediately following the prior Adjustment 1047 Date. 1048
D = The Governmental Component in effect immediately following the Adjustment Date. 1049 P = The adjusted Disposal Rate for the new Rate Period. 1050

8.4 EXTRAORDINARY RATE ADJUSTMENTS 1051
A. General. It is understood that the Contractor accepts the risk for changes in cost of providing 1052 Disposal services and/or quantities and composition of Solid Waste to the Approved Disposal 1053 Facility, and therefore the extraordinary adjustments to the Per -Ton Rates shall be limited to a 1054 Change in Law or a City-directed change in scope. If a Change in Law (pursuant to Subsection 8.4.E 1055 of this Agreement ) or City-directed change in scope (pursuant to Section 3.5 of this Agreement ) 1056 occurs, the City or the Contractor may initiate an extraordinary adjustment to the Per-Ton Rates, in 1057 addition to the annual adjustment described in Section 8.3 of this Agreement, in accordance with 1058 this Section 8.4 of this Agreement. 1059
B. Extraordinary Rate Adjustment Application. The Contractor shall prepare an application for the 1060 extraordinary Rate adjustment. Such application for the extraordinary Rate adjustment shall be 1061 submitted with the per-Ton Rate application. Both applications shall be prepared in compliance with 1062 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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97 MARCH 2025 Page 28 City of Livermore Disposal Agreement the procedures described in Section 8.3 of this Agreement and shall provide all additional 1063 information requested b y the City Contract Manager as needed. The Contractor shall pay all 1064 reasonable costs incurred by the City, including the costs of outside accountants, attorneys, and/or 1065 consultants, in order to make a determination of the reasonableness of the requested Rate 1066 adjustment. The application shall clearly document the reason for the proposed adjustment, include 1067 calculation of the proposed Rate adjustments, and provide supporting documentation. 1068 In the event of such an application for extraordinary Rate increase, it is understood that the 1069 Contractor shall have the burden of demonstrating to the reasonable satisfaction of the City 1070 Contract Manager that the failure o f the City to adjust the Rates will result in the Contractor’s 1071 financial loss or failure to achieve reasonable profitability due to the Change in Law or City-directed 1072 change in scope. The Contractor shall have to demonstrate financial loss or a failure to achieve 1073 reasonable profitability by allowing for the City Contract Manager’s review of financial statements 1074 and supporting documentation. 1075
The City Contract Manager shall have the right to request any other information that they, in their 1076 reasonable judgment, determine is necessary to establish the reasonableness or accuracy of the 1077 Contractor’s request for an extraordinary Rate increase. The Contractor’s failure to provide any such 1078 documentation within thirty (30) calendar days, may result in either the denial of or a delay in the 1079 approval of the request for an extraordinary Rate increase. 1080 The City shall have a ninety (90) Business D ay review period following receipt of the Contractor’s 1081 application for the requested Rate adjustment. During this period, the City may request and the 1082 Contractor shall provide supporting documentation that justifies the increase. Should the Parties 1083 be in dispute over the adjusted Rate at the end of the ninety (90) Business Day period, no 1084 adjustment shall be made and the dispute shall be subject to Section 10.9 of this Agreement. Upon 1085 resolution of the dispute and assuming both Parties agree on the adjustment of the Rate , the 1086 Contractor shall be entitled to the adjusted Rate retroactively to the last day of the sixty (60) 1087 calendar day advance notice period descr ibed below or the effective date of the increased 1088 Allowable Costs per Subsection 8.4.C of this Agreement below. 1089 C. Allowable Costs. If the extraordinary Rate adjustment review warrants an increase in the applicable 1090 Rate(s), the adjustment shall cover only Allowable Costs (defined below) and such Allowable Costs 1091 shall be in the proportion of the total volume that the Contractor reasonably projects that the City 1092 will deliver to the Approved Disposal Facility for the Term of this Agreement compared with all other 1093 users of the Approved Disposal Facility. 1094
“Allowable Costs” shall include: incremental operating, maintenance, monitoring, reporting, and 1095 capital costs, including, but not limited to, the costs of making improvements (including, but not 1096 limited to , future Landfill cells) or modifications, at the Approved Disposal Fac ility necessary to 1097 perform under this Agreement, but only to the extent brought about by a Change in Law, pursuant 1098 to Subsection 8.4.E of this Agreement, that are not otherwise reflected in the calculations used to 1099 adjust the Per-Ton Rate (e.g., the Contractor Component and Governmental Components pursuant 1100 to Section 8.3 of this Agreement). The Contractor shall notify the City in writing sixty (60) calendar 1101 days in advance of any request for increase in the Per-Ton Rate pursuant to this Section 8.4 of this 1102 Agreement. 1103
D. Change in Scope. The City may require the Contractor’s compliance with future Applicable Law. The 1104 Contractor shall be required to implement such programs at the Approved Disposal Facility, to the 1105 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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98 MARCH 2025 Page 29 City of Livermore Disposal Agreement extent that doing so does not violate the permits of the subject Facility . The Contractor shall be 1106 entitled to an extraordinary Rate adjustment under this Section 8.4 of this Agreement, provided 1107 that the City and the Contractor agree on the service specifications and compensation of such 1108 change in program and that no Extended Producer Responsibility Program provides funding for the 1109 Contractor’s implementation of its obligations under the change in scope requested by the City. 1110 E. Change in Law. The provisions of this Section 8.4 of this Agreement shall only include Changes in 1111 Law after the Effective Date that: (1) were not reasonably known to the Contractor before the 1112 Effective Date; and, (2) the Contractor substantiates the cost impact to the reasonable satisfaction 1113 of the City Contract Manager. 1114
The Parties acknowledge that, as of the date of this Agreement, the State has passed legislation 1115 including, but not limited to, AB 1201, SB 54, SB 343, and the Advanced Clean Fleets Rule, where 1116 further regulatory requirements may be established . The Contractor ’s compliance with such 1117 regulations shall not warrant any increase to the Contractor’s Compensation. The Contractor agrees 1118 to minimize the impact of the costs related to such rules and regulations prior to the final rules and 1119 regulations being promulgated, to ensure the greatest flexibility for compliance. The Contractor 1120 specifically acknowledges that SB 54 is intended to provide cost relief and/or new revenue to local 1121 governments and their ratepayers, however the specific nature and mechanics of such 1122 compensation remains to be defined in final regulations. The City may initiate a special review of 1123 the Per-Ton Rates in order to maximize the value of such ratepayer relief, once defined in final 1124 regulations. The Contractor shall cooperate with the City in implementing the compensation 1125 mechanics and procedures specified under the final regulations. Such cooperation may include, but 1126 is not limited to, providing additional data, calculations, or records, meeting with the City and/or 1127 the applicable Stewardship Organization(s), and supporting with administrative activities that the 1128 City Contract Manager deems reasonably necessary to implement the regulations. 1129

8.5 EFFECT OF CHANGES TO GOVERNMENT FEES 1130
A. General. The Gate Fees established under Subsection 8.3.1 of this Agreement already include costs 1131 associated with all existing Government Fees applicable to the Landfill as of the date of this 1132 Agreement. The purpose of this Section 8.5 of this Agreement is: (i) to specify those G overnment 1133 Fees that have already been included; and, (ii) to describe how the imposition of new Government 1134 Fees will be requested in an adjustment to the Government Fee Component of the Gate Fees 1135 described in Subsection 8.3.1 of this Agreement above. 1136 B. Government Fees Included in the Gate Fees. As of the execution of this Agreement, Government 1137 Fees consist of the following: 1138
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99 MARCH 2025 Page 30 City of Livermore Disposal Agreement Government Fee Per Ton
Charge
1 California Integrated Waste Management Board Fee imposed under TC 45001 et seq.
$1.40
2 Local Enforcement Agency (Alameda County Environmental Health Department) Fee in accordance with Alameda County General Ordinance Code Section 6.76.040
$0.38
3 Alameda County Business License Fee $0.95
4 Alameda County “Measure D” Fee $8.23
5 Alameda County Household Hazardous Waste Fee $2.15
6 Alameda County Waste Management Authority Fee $4.34
Host Community Fee $0.49
8 Open Space & Recycling Fee $1.90
9 Waste Management Program Fee $0.13
10 Transport Planning Management Fee $0.02
Total Government Fee Component $19.99
1139
C. Process for Requesting an Increase in Gate Fees Resulting from Future Government Fees. If current 1140 Government Fees are adjusted or new Government Fees are imposed, then either the City or the 1141 Contractor must follow the procedures in this S ubsection 8.5.C of this Agreement before the Gate 1142 Fees will be adjusted. 1143

1. The City or the Contractor shall give the other Party prompt notice (in no case less than ninety 1144 (90) calendar days before the effective date of the adjusted or new Government Fee) of the 1145 adjustment to existing fees or implementation of new fees. 1146

2. The City or the Contractor shall thereafter submit to the other Party the associated 1147 adjustment in the Government Fee Component and the Gate Fees. 1148

3. The Parties shall meet and agree upon the calculated adjustment to the Gate Fees. Any 1149 disputes shall be resolved pursuant to Section 10.9 of this Agreement. If a dispute exists, the 1150 Gate Fees shall not be adjusted until the dispute has been resolved. 1151

8.6 MOST-FAVORED CUSTOMER FOR DISPOSAL 1152
Throughout the Term of this Agreement, regardless of extensions, changes in scope, Changes in L aw, or 1153 other special adjustments, each of the Solid Waste Gate Fee components described in Subsection 8.3.1 of 1154 this Agreement shall be the lowest amount paid by any Person, inclusive of all public or private users of 1155 the Disposal Facility and any of the Contractor ’s Affiliates for the Contractor to Accept the same subject 1156 material type delivered on behalf of the City regardless of any other comparison in the scope of service. 1157 At any time during the Term of this Agreement, the City may request, and within ten (10) Business Days 1158 the Contractor shall provide, a listing of all contracts held by the Contractor for delivery of material to the 1159 Disposal Facility. Such listing shall state the name of each party and the date of the agreement and any 1160 amendments thereto. The City may request, and, within ten (10) Business Days the Contractor shall make 1161 available for review at the Contractor’s office or other location within the City , all pricing information 1162 associated with other users of the Disposal Facility. The City or their designee shall not be permitted to 1163 make copies of such records or take any notes about the specific amounts charged to other Persons, 1164 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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MARCH 2025 Page 31 City of Livermore Disposal Agreement unless the records reviewed indicate that a lower amount has been charged to another Person than was 1165 charged to the City. 1166
If, at any time , the Contractor or the City determines, or has cause to believe , that the Contractor has 1167 offered a lower amount to another user of the Disposal Facility for Disposal of Solid Waste, the Party that 1168 first becomes aware of the issue shall n otify the other Party. Upon notice, the Contractor shall 1169 immediately reduce the amount charged for the subject service in order to comply with the requirement 1170 of this Section 8.6 of this Agreement. Upon request, the Contractor shall provide any information 1171 requested by the City that is reasonably necessary to determine the extent of damages. 1172 The City shall, based on the City's review of documents and other due diligence investigations, calculate 1173 the amount that the City has been overcharged as a result of the Contractor’s charging of a lower amount 1174 during a specific period of time. For example, if the City determined that twenty dollars ($20.00) per Ton 1175 had been charged to a Contractor Affiliate during July 2027 and the City delivered ten thousand (10,000) 1176 Tons and was charged twenty-four dollars ($24.00) per Ton for similar services at the same Facility during 1177 the same time period, then the damages would equal forty thousand dollars ($40,000.00) calculated as: 1178 ($24.00 - $20.00) x 10,000. The City may add an interest rate not to exceed the median Secured Overnight 1179 Financing Rate (SOFR) published by the New York Federal Reserve Bank plus four (4), applied on the last 1180 day of each calendar month. For example, if the November 2023 SOFR Median is five and thirty -three 1181 hundredths ( 5.33), the maximum finance charge applied may not exceed nine and thirty -three 1182 hundredths’ percent (9.33%) annual percentage rate. 1183 The Contractor shall review the City ’s estimate of the damages for accuracy, including the amounts 1184 charged to various parties and the volume of material received during each period. The Contractor shall 1185 provide a response to the City Contract Manager, within ten (10) Business Days after receiving such 1186 estimate, either agreeing with the estimate or providing alternative calculations and additional 1187 information. If the Parties agree on the amount of the damages and interest, the Contractor shall have up 1188 to thirty (30) days to pay the agreed -upon amount to the City before any further interest charges shall 1189 apply. If the Parties are unable to agree, the matter shall be resolved through the dispute resolution 1190 procedures described in Section 10.9 of this Agreement and interest charges shall continue to accrue until 1191 payment is made. 1192

8.7 LIVERMORE WASTE EQUALIZATION CHARGE (“LWEC”) 1193
The Contractor shall charge four dollars and fifty -three cents ($4.53) per Ton on non -residential, non-1194 franchised Solid Waste originating from the City. This charge shall be retained by the Contractor to 1195 partially fund Diversion programs. Quarterly reports shall be submitted to the City per Section 6.4 of this 1196 Agreement. The charge may be adjusted or eliminated according to the process set forth below. 1197 A. Amount Agreement. The Charge on non-residential, non-franchised Self-Hauled Waste originating 1198 from the City may only be set by mutual agreement of the Parties. 1199 B. Amount Adjustment. Before adjusting the amount the Contractor Charges the City on Non -1200 Residential, Non-Franchised Self-Hauled Solid Waste for Tonnage originating within the City , the 1201 City and the Contractor shall meet and confer and the Contractor shall be given a minimum of sixty 1202 (60) days’ notice prior to the proposed effective date of the adjustment. 1203

8.8 A CCEPTANCE OF SEWAGE SLUDGE 1204
The City may deliver, and the Contractor shall Accept, Sewage Sludge or Biosolids for use as Alternative 1205 Daily Cover, if possible, or for Disposal if use as Alternative Daily Cover is not possible. The C ity is not 1206 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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MARCH 2025 Page 32 City of Livermore Disposal Agreement obligated under the conditions of this Agreement to deliver Sewage Sludge or Biosolids generated in the 1207 City to the Approved Disposal Facility . T he City has made alternative arrangements for the normal 1208 handling of these materials . However, the City and the Contractor acknowledge that there may be 1209 emergency or temporary operating conditions where the City may require the use of an alternative 1210 Disposal site. In such cases , the City shall notify the Contractor at least one (1) Business Day prior to 1211 delivering such material and the Contractor shall notify the City of the specific location at the site to deliver 1212 the subject material. The Contractor shall Accept the material at the current Per-Ton Rate for the material 1213 type, as adjusted pursuant to Section 8.3 of this Agreement. 1214 ARTICLE 9. 1215
INDEMNITY, INSURANCE, AND PERFORMANCE 1216
BOND 1217

9.1 INDEMNIFICATION 1218
A. General. To the fullest extent permitted by law, the Contractor shall hold harmless, indemnify, and 1219 defend at its sole cost and expense with counsel selected by or otherwise acceptable to the City, 1220 the City and its elected and appointed officials, officers, directors, employees, agents, and 1221 designated volunteers from and against any and all claims, liability, loss, injuries, damage, expense, 1222 and costs (including without limitation reasonable attorney’s fees and costs and fees of litigation, 1223 including expert witness fees and costs) (collectively, “Damages”) of every nature arising out of or 1224 in connection with the Contractor’s negligent or willful misconduct in its performance under this 1225 Agreement and/or Contractor’s failure to follow all applicable regulatory standards, or its failure to 1226 comply with any of its obligations contained in this Agreement, except to the extent such loss or 1227 damage was caused by the sole negligence or willful misconduct o f the City . The Contractor’s 1228 obligations to hold harmless, indemnify, and defend shall not be excused because of the 1229 Contractor’s inability to evaluate Damages or because the Contractor evaluates Damages and 1230 determines that the Contractor is not liable to the claimant. The provisions of this Section 9.1 of this 1231 Agreement shall survive the expiration or termination of this Agreement and shall not be construed 1232 as a waiver of the City’s legal or equitable rights as defined herein and permitted under Applicable 1233 Law. These obligations are independent of, and shall not in any way be limited by, the minimum 1234 insurance obligations contained in this Agreement. The Contractor must respond within thirty (30) 1235 days to the tender of any claim for defense and indemnity by the City. 1236 B. Excluded Waste Indemnification. The Contractor acknowledges that it is responsible for compliance 1237 during the entire Term of this Agreement with all Applicable Laws . The Contractor shall not store, 1238 transport, use, or Dispose of any Excluded Waste except in strict compliance with all Applicable 1239 Laws. 1240
To the fullest extent permitted by law, the Contractor shall indemnify, defend at its sole cost and 1241 expense with counsel selected by or otherwise acceptable to the City, protect and hold harmless 1242 the City and its elected and appointed officials, officers, directors, employees, designated 1243 volunteers, and agents (collectively, “indemnitees”) from and against all claims, damages (including, 1244 but not limited to, special, consequential, natural resources, and punitive damages), injuries, costs, 1245 (including, without limitation, any and all response, remediation, and removal costs), losses, 1246 demands, debts, liens, liabilities, causes of action, suits, legal or administrative proceedings, 1247 interest, fines, charges, penalties, and expenses (including, without limitation, reasonable 1248 attorneys’ and expert witness fees and costs incurred in connection with defending against any of 1249 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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the foregoing or in enforcing this indemnity), of any kind whatsoever paid, incurred or suffered by, 1250 or asserted against, indemnitees arising from or attributable to the negligent acts or omissions of 1251 the Contractor in connection with or related to the performance of this Agreement, including, 1252 without limitation, damages arising from or attributable to any operations, repair, clean -up or 1253 detoxification, or other plan (regardless of whether undertaken due to governmental action) 1254 concerning any Excluded Waste, handled under this Agreement. The foregoing indemnity is 1255 intended to operate as an agreement, pursuant to §107(e) of CERCLA, 42 USC. §9607(e), to defend, 1256 protect, hold harmless, and indemnify the City from liability. 1257 This provision is in addition to all other provisions in this Agreement and shall survive the expiration 1258 or earlier termination of this Agreement. Nothing in this paragraph shall prevent the City or the 1259 Contractor from seeking indemnification or contribution from Persons or entities other than 1260 indemnitees, for any liabilities incurred by the City or the indemnitees. 1261 In the event that the Contractor negligently or willfully mishandles Excluded Waste in the course of 1262 carrying out its activities under this Agreement , the Contractor shall at its sole expense promptly 1263 take all investigatory and/or remedial action reasonably required for the remediation of such 1264 environmental contamination. Prior to undertaking any investigatory or remedial action, however, 1265 the Contractor shall first obtain the City’s approval of any proposed investigatory or remedial action. 1266 Should the Contractor fail at any time to promptly take such action , the City may undertake such 1267 action at the Contractor’s sole cost and expense, and the Contractor shall reimburse the City for all 1268 such expenses within thirty (30) calendar days of being billed for those expenses, and any amount 1269 not paid within that thirty (30) calendar day period shall thereafter be deemed delinquent and 1270 subject to the delinquent fee payment provision of Section 7.4 of this Agreement. These obligations 1271 are in addition to any defense and indemnity obligations that the Contractor may have under this 1272 Agreement. The provisions of this Section 9.1 of this Agreement shall survive the termination or 1273 expiration of this Agreement. 1274
C. Regulatory Indemnification. The Contractor’s duty to defend and indemnify herein includes all fines 1275 and/or penalties imposed by any regulatory agency, if the requirements of Applicable Law, 1276 including, but not limited to, AB 939 (1989), SB 341 (2011), AB 1826 (2014), SB 1383 (2016), SB 343 1277 (2021), SB 54 (2022), AB 1201 (2022) , and the Advanced Clean Fleet Rule , are not met by the City 1278 with respect to the services provided under this Agreement, and such failure is: (i) due to the failure 1279 of the Contractor to meet its obligations under this Agreement; or , (ii) due to Contractor delays in 1280 providing information that prevents the Contractor or the City from submitting reports to regulators 1281 in a timely manner. 1282
Notwithstanding any other provision in this Agreement, the Contractor ’s obligations in this 1283 Subsection 9.1.C of this Agreement with respect to such Applicable Law shall be subject to the 1284 provisions of Section 40059.1 of the Public Resources Code, and the Contractor shall not be liable 1285 for any indemnity obligations or penalties under this Agreement in respect of any such 1286 requirements except to the extent that indemnity obligations by the Contractor are enforceable 1287 under said Section. 1288
D. CalPERS Eligibility Indemnification . The Contractor ’s employees, agents, or Subcontractors1289 providing service under this Agreement shall not: (i) qualify for any compensation and benefit under 1290 the California Public Employees Retirement System (“CalPERS”); (ii) be entitled to any benefits 1291 under CalPERS; (iii) enroll in CalPERS as an employee of the City ; (iv) receive any employer 1292 contributions paid by the City for CalPERS benefits; or, (v) be entitled to any other CalPERS-related 1293 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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MARCH 2025 Page 34 City of Livermore Disposal Agreement benefit that would accrue to a City employee . The Contractor’s employees, agents, or 1294 Subcontractors hereby waive any claims to benefits or compensation described in this Section 9.1 1295 of this Agreement. This Section 9.1 of this Agreement applies to the Contractor notwithstanding any 1296 other agency, State or Federal policy, rule, regulation, law, or ordinance to the contrary. 1297 If the Contractor’s employees, agents, or Subcontractors providing services under this Agreement 1298 claim, or are determined by a court of competent jurisdiction or CalPERS to be eligible for 1299 enrollment in CalPERS of the City , the Contractor shall indemnify, defend, and hold harmles s the 1300 City, its officers, officials, agents, employees, and volunteers for the payment of any employer and 1301 employee contributions for CalPERS benefits on behalf of the employee as well as for payment of 1302 any penalties and interest on such contributions which would otherwise be the responsibility of the 1303 City. 1304
The Contractor’s Compensation under this Agreement shall be the full and complete compensation 1305 to which the Contractor and the Contractor’s officers, employees, agents, and Subcontractors are 1306 entitled for performance of any work under this Agreement. Neither the Contractor nor the 1307 Contractor’s officers, employees, agents, and Subcontractors are entitled to any salary or wages, or 1308 retirement, health, leave, or other fringe benefits applicable to City employees. The City will not 1309 make any Federal or State tax withholdings on behalf of the Contractor . The City shall not be 1310 required to pay any workers’ compensation insurance on behalf of the Contractor. 1311 The Contractor agrees to defend and indemnify the City, its officers, officials, agents, employees, 1312 and volunteers for any obligation, claim, suit, or demand for tax, retirement contribution including 1313 any contribution to CalPERS, social security, salary or wages, overtime payment, or workers’ 1314 compensation payment which the City may be required to make on behalf of: (i) the Contractor; (ii) 1315 any employee of the Contractor ; or, (iii) any employee of the Contractor construed to be an 1316 employee of the City, for work performed under this Agreement. 1317 E. Hazardous Substance Indemnification. To the fullest extent permitted by law, the Contractor shall 1318 indemnify, defend at its sole cost and expense with counsel selected by or otherwise acceptable to 1319 the City, protect, and hold harmless the City and its elected and appointed officials, officers, 1320 directors, employees, designated volunteers, and agents (collectively, “indemnitees”) from and 1321 against all claims, damages (including, but not limited to, special, consequential, natural resources, 1322 and punitive damages), injuries, costs, (including, without limitation, any and all response, 1323 remediation, and removal costs), losses, demands, debts, liens, liabilities, causes of action, suits, 1324 legal or administrative proceedings, interest, fines, charges, penalties, and expenses (including, 1325 without limitation, reasonable attorneys’ fees, expert witness fees, and costs incurred in connection 1326 with defending against any of the foregoing or in enforcing this indemnity), of any kind whatsoever 1327 paid, incurred or suffered by, or asserted against, indemnitees arising from or attributable to the 1328 acts or omissions of the Contractor whether or not negligent or otherwise culpable, in connection 1329 with or related to the performance of this Agreement, including, without limitation, damages arising 1330 from or attributable to any operations, repair, clean-up or detoxification, or other plan (regardless 1331 of whether undertaken due to governmental action) concerning any Hazardous Substance or 1332 Hazardous Waste, managed under this Agreement. This indemnity afforded indemnitees shall only 1333 be limited to exclude coverage for intentional wrongful acts and negligence of indemnitees, and as 1334 provided below. The Contractor shall be required to indemnify the City for the costs for any claims 1335 arising from the Disposal of Solid Waste at the Disposal site, including, but not limited to, claims 1336 arising under CERCLA. The foregoing indemnity is intended to operate as an agreement pursuant to 1337 §107(e) of CERCLA, 42 USC. §9607(e) and California Health and Safety Code § 79860, to defend, 1338 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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MARCH 2025 Page 35 City of Livermore Disposal Agreement protect, hold harmless, and indemnif y the City from liability. Nothing in this S ection 9.1 of this 1339 Agreement shall imply that the Contractor has any obligation to handle Hazardous Substances or 1340 Hazardous Waste, both of which constitute Excluded Waste under this Agreement. 1341 This provision is in addition to all other provisions in this Agreement and shall survive the expiration 1342 or earlier termination of this Agreement. 1343
F. Measure D. To the fullest extent permitted by law, the Contractor shall indemnify, defend at its sole 1344 cost and expense with counsel selected by the City or otherwise acceptable to the City, and hold 1345 harmless the City and its elected and appointed officials, officers, directors, employees, agents, and 1346 designated volunteers, from and against any revenues withheld by the Alameda County Source 1347 Reduction and Recycling Board in the event the Source Reduction and Recycling goals or any other 1348 requirement of Section 64 of the Alameda County Charter (commonly known as Measure D) are not 1349 met by the Contractor with respect to the Recycling and Source Reduction programs under this 1350 Agreement and such failure is due to the failure of the Contractor to meet its obligations under this 1351 Agreement or due to the Contractor’s delays in providing information that prevents the Contractor 1352 or the City from submitting reports required by Measure D in a timely manner. 1353 G. Excluded Waste Defense and Indemnification. To the fullest extent permitted by law, the 1354 Contractor shall defend, indemnify, and hold harmless at its sole cost and expense with counsel 1355 selected by the City or reasonably acceptable to the City, the City and its elected and appointed 1356 officials, officers, directors, employees, agents and designated volunteers including the Collection 1357 Company in any actions that assert or allege Liabilities paid, incurred, or suffered by, imposed upon 1358 or asserted against, the City that result or are claimed to have resulted directly or indirectly from 1359 the presence, Disposal, escape, migration, leakage, spillage, discharge, release, or emission of 1360 Excluded Waste or petroleum to, in, on, at, or under the Landfill unless the City is the Generator of 1361 such Excluded Waste and Contractor can prove such Excluded Waste was generated by the City , 1362 whether: 1363
(1) in one (1) or more instance, 1364
(2) threatened or transpired, 1365
(3) Contractor is negligent or otherwise culpable, or 1366 (4) those Liabilities are litigated, settled, or reduced to judgment. 1367 For purposes of this Indemnity, “ Liabilities” includes Liabilities arising from or attributable to any 1368 operations, repair, clean-up or detoxification, or preparation and implementation of any removal, 1369 remedial, response, Closure, Post-Closure, or other plan, regardless of whether undertaken due to 1370 government directive or action, such as remediation of surface or ground water contamination and 1371 replacement or restoration of natural resources. 1372
The City reserves the right to retain at its own cost and expense co-counsel and the Contractor shall 1373 direct the Contractor’s counsel to assist and cooperate with such co -counsel with respect t o the 1374 City’s defense. 1375
The foregoing indemnity is intended to operate as an agreement pursuant to 42 U.S.C. Section 1376 9607(e) to insure, protect, hold harmless, and indemnify the City from liability in accordance with 1377 this Section 9.1 of this Agreement. 1378
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9.2 INSURANCE 1379
A. General Requirements. The Contractor shall, at its sole cost and expense, maintain in effect at all 1380 times during the Term of this Agreement not less than the following coverage and limits of insurance 1381 described in this Section 9.2 of this Agreement. 1382
B. Coverages and Requirements. During the Term of this Agreement, the Contractor shall at all times 1383 maintain, at its expense, the following coverages and requirements. The commercial general liability 1384 insurance shall include broad form property damage insurance. 1385

1. Minimum Coverages. Insurance coverage shall be with limits not less than the following: 1386 Commercial General Liability – $10,000,000 combined single limit per occurrence for bodily 1387 injury, personal injury, and property damage. 1388
Automobile Liability – $10,000,000 combined single limit per accident for bodily injury and 1389 property damage (include coverage for hired and non-owned vehicles). 1390 Workers’ Compensation – Statutory Limits/Employers’ Liability - $1,000,000/accident for 1391 bodily injury or disease. 1392
Pollution Liability – $5,000,000 for bodily injury, property damage, and remediation of 1393 contaminated site. 1394

2. Blanket-Form Additional Insured Endorsement. The City , its officers, officials, agents, 1395 employees, and volunteers shall be named as additional insured on all but the workers’ 1396 compensation. 1397

3. Said policies shall remain in force through the life of this Agreement and shall be payable on 1398 a “per occurrence” basis unless the City’s Risk Manager specifically consents in writing to a 1399 “claims made” basis. For any “claims made” coverage, in the event that the Contractor 1400 changes insurance carriers , the Contractor shall purchase “tail” coverage or otherwise 1401 provide for continuous coverage covering the Term of this Agreement and not less than four 1402 (4) years thereafter. Proof of such “tail” or other continuous coverage shall be required at any 1403 time that the Contractor changes to a new carrier prior to receipt of any payments due. 1404

4. The Contractor shall evidence all aggregate limits on the coverage limits on the ACORD 1405 Certificate of Insurance before commencing performance of this Agreement, and the City’s 1406 Risk Manager reserves the right to require higher aggregate limits to ensure that the coverage 1407 limits required for this Agreement as set forth above are available throughout the 1408 performance of this Agreement. In the event that the City’s Risk Manager requests a change 1409 in accordance with this Section 9.2 of this Agreement which results in increased costs to the 1410 Contractor, such change shall be addressed as stated herein. 1411

5. The deductibles or self-insured retentions are for the account of the Contractor and shall be 1412 the sole responsibility of the Contractor. 1413

6. Each insurance policy shall provide or be endorsed , via blanket-form endorsement, to state 1414 that coverage shall not be canceled, non-renewed, or materially changed except after thirty 1415 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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MARCH 2025 Page 37 City of Livermore Disposal Agreement (30) calendar days’ prior written notice to the City Risk Manager. Notice shall be provided per 1416 the provisions of Section 12.9 of this Agreement. 1417

7. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-VII, 1418 unless otherwise approved by the City Risk Manager. 1419

8. The policies shall cover all activities of the Contractor, its officers, employees, agents , and 1420 designated volunteers arising out of or in connection with this Agreement. 1421

9. For any claims relating to this Agreement, the Contractor’s insurance coverage shall be 1422 primary, including as respects the City, its officers, officials, agents, employees, and 1423 volunteers. Any insurance maintained by the City shall apply in excess of, and not contribute 1424 with, insurance provided by the Contractor’s liability insurance policy. 1425

10. The Contractor shall waive all rights of subrogation against the City , its officers, officials, 1426 employees, agents, and volunteers. 1427
C. Blanket Form Endorsements. Prior to the Effective Date pursuant to this Agreement, the Contractor 1428 shall furnish the City Risk Manager with ACORD certificates of insurance supplemented with 1429 blanket-form endorsements reflecting coverage required by this Agreement. The certificates are to 1430 be signed by a Person authorized by that insurer to evidence coverage on its behalf. All ACORD 1431 certificates of insurance supplemented with the required applicable blanket -form endorsements 1432 and subrogation waivers are to be submitted into a City-authorized insurance management system 1433 and received by, and are subject to the approval of, the City Risk Manager before work commences. 1434 D. Renewals. During the Term of this Agreement , the Contractor shall furnish the City Risk Manager 1435 with ACORD certificates of insurance supplemented with original blanket-form endorsements and 1436 subrogation waivers reflecting renewals, changes in insurance companies throughout the entire 1437 Term of this Agreement. The certificates are to be signed by a Person authorized by that insurer to 1438 evidence coverage on its behalf. 1439
E. Workers' Compensation. The Contractor shall provide workers’ compensation coverage as required 1440 by State law and shall comply with Section 3700 of the State Labor Code. 1441 F. Contractor Compliance . The Contractor shall comply with all requirements of policies and the 1442 insurers. Carrying insurance shall not relieve the Contractor from any obligations under this 1443 Agreement. Nothing in this Agreement may be construed as limiting in any way the extent to which 1444 the Contractor may be held responsible for payments of damages to Persons or property resulting 1445 from the Contractor's or any Subcontractors’ performance of services. 1446

9.3 PERFORMANCE BOND 1447
Within seven (7) calendar days of the City’s notification to the Contractor that the City has executed this 1448 Agreement, the Contractor shall file with the City a bond, payable to the City and in a format approved by 1449 the City Attorney or their designee, securing the Contractor's performance of its obligations under this 1450 Agreement and such bond shall be renewed annually if necessary so that the performance bond is 1451 maintained at all times during the Term. The principal sum of the bond shall be six hundred fifteen 1452 thousand dollars ( $615,000). The bond shall be adjusted every three (3) years, commencing with Rate 1453 Period Three, to equal three (3) months of the prior Rate Period’s annual Gross Receipts. The bond shall 1454 be executed as surety by a corporation authorized to issue surety bonds in the State of California that has 1455 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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MARCH 2025 Page 38 City of Livermore Disposal Agreement a rating of A or better in the most recent edition of Best’s Key Rating Guide, and that has a record of 1456 service and financial condition satisfactory to the City. 1457 In lieu of a performance bond, the City and the Contractor may agree that the Contractor shall provide for 1458 the issuance of an irrevocable stand by letter of credit (the "Letter of Credit"), in a form approved by the 1459 City Attorney or their designee, by a bank approved by the City in its sole discretion (the "Bank") for the 1460 exclusive benefit of the City for at least the duration of the Contract Year for which the letter of credit is 1461 deposited. Such Letter of Credit shall be in the amount of five hundred twenty -two thousand seventy 1462 hundred fifty dollars ($522,750) (the "Stated Amount"). In the event that the City draws on the Letter of 1463 Credit due to a performance deficiency by the Contractor , the Contractor shall replenish the amount 1464 drawn from the line of credit by the City within one hundred eighty (180) days of the City’s draw. Nothing 1465 in this Section 9.3 of this Agreement shall in any way obligate the City to accept a letter of credit in lieu of 1466 the performance bond. 1467
The expiration date of the Letter of Credit may not be sooner than the Term of this Agreement provided 1468 in Section 2.1 of this Agreement (the "Stated Expiration Date"), unless it provides that it will not be 1469 terminated, modified, or not renewed except after prior written notice by certified mail, return receipt 1470 requested, to the City sixty (60) calendar days in advance of termination or failure to renew. The Letter of 1471 Credit may expire on the date on which the Bank receives a certificate from the City saying that the Term 1472 has expired, or this Agreement has been terminated and the Contractor owes the City no money under 1473 this Agreement, or that the Contractor has substituted an alternative letter of credit or other security 1474 document acceptable to the City in the City's sole discretion. The form of the Letter of Credit, including 1475 the procedures for and place of demand for payment and drawing certificate attached thereto, is subject 1476 to approval by the City Attorney or their designee, in its sole discretion, following a Notice to the Parties 1477 as described in Section 12.9 of this Agreement below. The Letter of Credit must be transferable to any 1478 successor or assignee of the City. 1479
The City shall have the right to draw against the faithful performance bond or the letter of credit in the 1480 event of a breach or default of the Contractor or the failure of the Contractor to perform any obligation 1481 under this Agreement, or as otherwise specified in this Agreement . Within five (5) calendar days of the 1482 City’s draw on the security, the Contractor shall renew or replace such sums of money as needed to bring 1483 the faithful performance bond or letter of credit current. 1484

9.4 CORPORATE GUARANTY 1485
Concurrently with execution of this Agreement, the Contractor s hall furnish a Guaranty of its performance 1486 under this Agreement, in the form attached hereto as Exhibit D of this Agreement and incorporated herein 1487 by reference, properly executed by Republic Services Vasco Road, LLC. 1488 ARTICLE 10. 1489
DEFAULT AND REMEDIES 1490

10.1 EVENTS OF DEFAULT 1491
All provisions of the Agreement are considered material. Each of the following shall constitute an event 1492 of default and breach of this Agreement. 1493
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MARCH 2025 Page 39 City of Livermore Disposal Agreement A. Fraud or Deceit. The Contractor, its Affiliates, any Subcontractor, or any other Person employed by 1494 or with an ownership interest in the Contractor, its Affiliates , or any Subcontractor practices, or 1495 attempts to practice, any fraud or deceit upon the City. 1496 B. Insolvency or Bankruptcy. The Contractor becomes insolvent, unable, or unwilling to pay its debts, 1497 or upon entry of an order for relief in favor of the Contractor in a bankruptcy proceeding. 1498 C. Failure to Maintain Coverage. The Contractor fails to provide or maintain in full force and effect the 1499 Workers' Compensation, liability, or any other insurance coverage as required by this Agreement. 1500 D. Violations of Regulation . The Contractor receives any notices, citations, orders or filings of any 1501 regulatory body having authority over the Contractor relative to this Agreement, provided that the 1502 Contractor may contest any such orders or filings by appropriate proceedings conducted in good 1503 faith, in which case no breach or default of this Agreement shall be deemed to have occurred. 1504 E. Violations of Applicable Law. The Contractor has been found by a court of proper jurisdiction to be 1505 in violation of Applicable Law (other than criminal law) directly or indirectly related to the 1506 performance of this Agreement, provided that the Contractor may contest any such allegation or 1507 finding by appropriate proceedings conducted in good faith, in which case no breach or default of 1508 this Agreement shall be deemed to have occurred. 1509
F. Failure to Perform Direct Services. 1510

1. General. The Contractor fails to A ccept Solid Waste at the Disposal Facility or ceases to 1511 provide Disposal S ervices as required under this Agreement for a period of two (2) 1512 consecutive calendar days or more, for any reason within the control of the Contractor. 1513

2. Suspension or Termination of Service. There is any termination or suspension of the 1514 transaction of business by the Contractor related to this Agreement lasting more than two (2) 1515 calendar days. 1516

3. Labor Unrest. Pursuant to Section 10.7 of this Agreement , the Contractor fails to perform 1517 services as required under this Agreement for any period of time due to labor unrest, 1518 including, but not limited to, strike, work stoppage or slowdown, sickout, picketing, or other 1519 concerted job action conducted by the Contractor’s employees or directed at the Contractor 1520 or an Affiliate; or any labor action initiated by the Contractor, including, but not limited to, a 1521 lock-out. 1522

4. Facility Disruption. The Contractor, Collection Company, and/or related parties are unable to 1523 use any of the Approved or Alternate Disposal Facilities under this Agreement for more than 1524 thirty (30) Days in a consecutive twelve (12) month period. 1525 G. Failure to Use Approved Disposal Facility . The Contractor fails to Accept Solid Waste at the 1526 Approved Disposal Facility unless in accordance with the terms of this Agreement. 1527 H. Failure to Pay or Report. The Contractor fails to make any payments to the City required under this 1528 Agreement including payment of City reimbursements or Liquidated Damages , and/or refuses to 1529 provide the City with required information, reports, and/or records in a timely manner as provided 1530 for in the Agreement. 1531
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MARCH 2025 Page 40 City of Livermore Disposal Agreement I. Acts or Omissions. Any other act or omission by the Contractor which violates or fails to comply 1532 with the terms, conditions, or requirements of this Agreement, or Applicable Law and which is not 1533 corrected or remedied within the time set in the City Contract Manager’s written notice to the 1534 Contractor of the act or omission or, if the Contractor cannot reasonably correct or remedy the 1535 breach or violation within the time set forth in such notice, if the Contractor should fail to 1536 commence to correct or remedy such violation within the time set forth in such notice and diligently 1537 effect such correction or remedy thereafter. 1538
J. False, Misleading, or Inaccurate Statements. Any representation, disclosure, or omission made to 1539 the City by the Contractor in connection with or as an inducement to entering into this Agreement, 1540 or any future amendment to this Agreement, which proves to be false or misleading in any material 1541 respect as of the time such representation or disclosure is made, whether or not any such 1542 representation or disclosure appears as part of this Agreement; and, any Contractor- provided 1543 report containing a misstatement, misrepresentation, data manipulation, or an omission of fact or 1544 content explicitly identified in the Agreement, excepting non -numerical typographical and 1545 grammatical errors. 1546
K. Seizure or Attachment. There is a seizure of, attachment of, or levy on some or all of the 1547 Contractor’s operating equipment, including without limit ation its equipment, maintenance , or 1548 office facilities, or Disposal Facility , owned/operated by the Contractor , by Affiliates, and/or by 1549 Subcontractors, or any part thereof. 1550
L. Criminal Activity. The Contractor, its officers, managers, or employees are found guilty of Criminal 1551 Activity related directly or indirectly to performance of this Agreement or any other agreement held 1552 with the City. 1553
M. Assignment without Approval . The Contractor transfers or assigns this Agreement without the 1554 express written approval of the City unless the assignment is permitted without City approval 1555 pursuant to Section 12.6 of this Agreement. 1556
N. Failure to Perform Any Obligation. The Contractor fails to perform any obligation established under 1557 this Agreement and fails to cure such breach after written notice by the City as set forth in Section 1558

10.2 of this Agreement below. 1559
The City shall provide the Contractor with written notice of default within seven (7) calendar days of the 1560 City’s first knowledge of the Contractor’s default. The Contractor shall have the opportunity to cure any 1561 default prior to termination consistent with the timelines set forth in Section 10.2 of this Agreement. 1562

10.2 RIGHT TO TERMINATE UPON EVENT OF DEFAULT 1563
The Contractor shall be given three (3) Business Days from written notification by the City to cure any 1564 default which, in the City Manager’s sole opinion, creates a potential public health or safety threat. 1565 The Contractor shall be given three (3 ) Business D ays from written notification by the City to cure any 1566 default arising under S ubsections C, E, F .1, F.2, I, J , and K in Section 10.1 of this Agreement provided, 1567 however, that the City shall not be obligated to provide the Contractor with a notice and cure opportunity 1568 if the Contractor has committed the same or similar breach/default within twenty-four (24) months or for 1569 events of default arising under Subsections F.3 and F.4 in Section 10.1 of this Agreement. 1570 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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MARCH 2025 Page 41 City of Livermore Disposal Agreement The Contractor shall be given thirty (30) calendar days from written notification b y the City to cure any 1571 other default; provided, however, that the City shall not be obligated to provide the Contractor with a 1572 notice and cure opportunity if the Contractor has committed the same or similar breach/default within 1573 twenty-four (24) months. 1574

10.3 CITY’S REMEDIES IN THE EVENT OF DEFAULT 1575
Upon the Contractor’s default and breach of the Agreement, the City has the following remedies: 1576 A. Waiver of Default . The City may waive any event of default or may waive the Contractor ’s 1577 requirement to cure a default event if the City determines that such waiver would be in the best 1578 interest of the City. To be effective, a waiver must be in writing and signed by the non -breaching 1579 Party. The City’s waiver of an event of default is not a waiver of future events of default that may 1580 have the same or similar conditions. 1581
B. Suspension of Contractor’s Obligation. The City may suspend the Contractor’s performance of its 1582 obligations if the Contractor fails to cure any default in the time frame specified in Section 10.2 of 1583 this Agreement until such time the Contractor can provide assurance of performance in accordance 1584 with Section 10.8 of this Agreement. 1585
C. Liquidated Damages. The City may assess Liquidated Damages for the Contractor’s failure to meet 1586 specific performance standards pursuant to Section 10.6 and Exhibit E of this Agreement. 1587 D. Termination. In the event of a default or breach of this Agreement, subject to the right of the 1588 Contractor to cure per Section 10.2 of this Agreement, then the City may, at its option, terminate 1589 this Agreement. In the event the City decides to terminate this Agreement, the City shall serve upon 1590 the Contractor twenty (20) calendar days’ written notice of its intention to terminate and the date 1591 when the termination becomes effective. In the event the City exercises its right to terminate this 1592 Agreement, the City may, at its option, upon such termination, either directly undertake 1593 performance of the services or arrange with other Persons to perform the services with or without 1594 a written agreement with such other Persons. This right of termination is in addition to any other 1595 rights of the City upon a failure of the Contractor to perform its obligations under this Agreement. 1596 The Contractor shall not be entitled to any further revenues from Processing or Disposal operations 1597 authorized hereunder from and after the date of termination of this Agreement. 1598 E. Other Available Remedies. The City’s election of one (1) or more remedies described herein shall 1599 not limit the City from any and all other remedies at law and in equity including, without limitation, 1600 injunctive relief, the other remedies provided for in this Agreement, etc. 1601

10.4 POSSESSION OF RECORDS UPON TERMINATION 1602
In the event of termination for an event of default, the Contractor shall furnish the City Manager with 1603 immediate access to its business records related to the Contractor’s provision of services under this 1604 Agreement for the prior three (3) years from the date of termination in addition to the record keeping 1605 provisions outlined in Section 6.1 of this Agreement. 1606

10.5 CITY'S REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE 1607 The City's rights to terminate the Agreement under Section 10.2 of this Agreement and to take possession 1608 of the Contractor's records under Section 10.4 of this Agreement are not exclusive, an d the City 's 1609 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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MARCH 2025 Page 42 City of Livermore Disposal Agreement termination of the Agreement and/or the imposition of Liquidated Damages shall not constitute an 1610 election of remedies . Instead, these rights shall be in addition to any and all other legal and equitable 1611 rights and remedies that the City may have. 1612
By virtue of the nature of this Agreement, the urgency of timely, continuous, and high-quality service; the 1613 lead time required to effect alternative service; and, the rights granted by the City to the Contractor, the 1614 remedy of damages for a breach hereof by the Contractor is inadequate and the City shall be entitled to 1615 injunctive relief (including, but not limited to, specific performance). 1616

10.6 PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES 1617
A. General. The Parties find that as of the time of the execution of this Agreement, it is impractical, if 1618 not impossible, to reasonably ascertain the extent of damages incurred b y the City as a result of a 1619 breach by the Contractor of its obligations under this Agreement . The factors relating to the 1620 impracticability of ascertaining damages include, but are not limited to, the fact that: (i) substantial 1621 damage results to members of the public who are denied services or denied quality or reliable 1622 service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of the benefits 1623 of the Agreement to individual members of the general public for whose benefit this Agreement 1624 exists, in subjective ways and in varying degrees of intensity which are incapable of measurement 1625 in precise monetary terms; (iii) that exclusive services might be available at substantially lower costs 1626 than alternative services and the monetary loss resulting from denial of services or denial of quality 1627 or reliable services is impossible to calculate in precise monetary terms; and, (iv) the termination of 1628 this Agreement for such breaches and other remedies are, at best, a means of future correction and 1629 not remedies that make the public whole for past breaches. 1630 B. Service Performance Standards; Liquidated Damages for Failure to Meet Standards. The Parties 1631 further acknowledge that consistent, reliable Processing and Disposal services are of utmost 1632 importance t o the City and that the City has considered and relied on the Contractor 's 1633 representations as to its quality of service commitment in awarding the Agreement to it. The Parties 1634 recognize that some quantified standards of performance are necessary and appropriate to ensure 1635 consistent and reliable service and performance. The Parties further recognize that if the Contractor 1636 fails to achieve the performance standards or fails to submit required documents in a timely 1637 manner, the City and its residents and businesses will suffer damages, and that it is, and will be, 1638 impractical and extremely difficult to ascertain and determine the exact amount of damages that 1639 the City will suffer. Therefore, without prejudice to the City’s right to treat such non -performance 1640 as an event of default under this Section 10.6 of this Agreement , the Parties agree that the 1641 Liquidated Damages amounts established in Exhibit E of this Agreement represent a reasonable 1642 estimate of the amount of such damages , considering all of the circumstances existing on the 1643 Effective Date of this Agreement, including the relationship of the Liquidated Damages sums to the 1644 range of harm t o the City that reasonably could be anticipated , and the anticipation that proof of 1645 actual damages would be costly or impractical. 1646
The Contractor agrees to pay (as Liquidated Damages and not as a penalty) the amounts set forth 1647 in Exhibit E of this Agreement, Performance Standards and Liquidated Damages. 1648 Before assessing Liquidated Damages, the City Contract Manager shall give the Contractor notice of 1649 its intention to do so, if practicable. The notice will include a brief description of the incident(s) and 1650 non-performance. The City Contract Manager may review (and make copies at the City’s own 1651 expense) all information in the possession of the Contractor relating to incident(s) and/or non -1652 performance. The City Contract Manager or the Contractor may, within ten (10) Business Days after 1653 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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MARCH 2025 Page 43 City of Livermore Disposal Agreement issuing the notice, request a meeting with the other Party. The Parties may present evidence of 1654 performance or non-performance in writing relevant to the incident(s). The City Contract Manager 1655 shall consider any additional information provided by the Contractor prior to authorizing the 1656 assessment of Liquidated Damages under this Section 10.6 of this Agreement . The City Contract 1657 Manager’s decision shall be final, and the Contractor shall not be subject to, or required to exhaust, 1658 any further administrative remedies. 1659
C. Amount. The City may assess Liquidated Damages for each Working Day or event, as appropriate, 1660 that the Contractor is determined to be liable in accordance with this Agreement in the amounts 1661 specified in Exhibit E of this Agreement. Liquidated Damages shall be subject to annual adjustment 1662 on each July 1 equal to the Annual Percentage Change in the CPI-U as defined in Section 8.3 of this 1663 Agreement. 1664
D. Timing of Payment. The Contractor shall pay any Liquidated Damages assessed by the City within 1665 ten (10) Business Days of the date the Liquidated Damages are assessed. If they are not paid within 1666 the ten (10) Business Day period, the City may proceed against the performance bond and/or letter 1667 of credit required by the Agreement, order the termination of the rights granted by this Agreement, 1668 or all of the above. 1669

10.7 EXCUSE FROM PERFORMANCE 1670
A. General. Notwithstanding any other provision in this Agreement, each Party shall be excused from 1671 performing its respective obligations hereunder and from any obligation to pay Liquidated Damages 1672 if it is prevented from so performing by reason of floods, earthquakes, other acts of nature, war, 1673 civil insurrection, riots, acts of any State or Federal government (including judicial action), and other 1674 similar catastrophic events which are beyond the control of and not the fault of the Party claiming 1675 excuse from performance hereunder (each a “Force Majeure Event”). 1676 B. Third Party Labor Unrest. In the case of labor unrest or job action directed at a third party over 1677 whom the Contractor has no control, the inability of the Contractor to provide services in 1678 accordance with this Agreement due to the unwillingness or failure of the third party to: (i) provide 1679 reasonable assurance of the safety of the Contractor's employees while providing such services; or, 1680 (ii) make reasonable accommodations with respect to point of delivery, time of Acceptance, or other 1681 operating circumstances to minimize any confrontation with pickets or the number of P ersons 1682 necessary to perform Disposal services, to that limited extent, excuse performance. The foregoing 1683 excuse shall be conditioned on the Contractor's cooperation in performing Disposal services at 1684 different times and in different locations (as provided for in Section 4.1 of this Agreement). If the 1685 Collection Company is unable to use any of the Approved or Alternate Disposal Facilities under this 1686 Agreement for more than thirty (30) Days in a consecutive twelve (12) month period for any reason, 1687 including, but not limited to , third-party labor unrest, such circumstance shall be considered an 1688 event of default in accordance with Subsection 10.1.F of this Agreement. 1689 C. Contractor Labor Unrest. In the event of labor unrest, including, but not limited to , strike, work 1690 stoppage or slowdown, sickout, picketing, or other concerted job action conducted by the 1691 Contractor’s employees or directed at the Contractor, Subcontractor, or Affiliate, the Contractor 1692 shall not be excused from performance and such event shall not be considered a Force Majeure 1693 event under this Section 10.7 of this Agreement. The Contractor may direct Solid Waste to an 1694 Alternate Disposal Facility as provided in and pursuant to Section 4.1 of this Agreement. In such 1695 case, the Contractor shall continue to provide consistent, reliable, and uninterrupted level s of 1696 performance during the pendency thereof. Any labor action initiated by the Contractor , including, 1697 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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MARCH 2025 Page 44 City of Livermore Disposal Agreement but not limited to , a lock -out, shall not be grounds for any excuse from performance and the 1698 Contractor shall perform all obligations under this Agreement during the pendency of such 1699 Contractor-initiated labor action. If any labor unrest related to the Contractor ’s operations or 1700 facility(ies) causes those facilities to be partially or completely inaccessible by the Collection 1701 Company and thereby creates increased costs for the City and/or Collection Company related to 1702 delivery to Alternate Disposal Facilities, the Contractor shall be liable for any and all such costs. In 1703 the event of such increased costs, the City shall determine the allowable costs under the Collection 1704 Company’s agreement with the City as well as any direct or indirect costs incurred by the City during 1705 the pendency of such disruption. The Contractor shall pay to the City or, at the City’s direction, to 1706 the Collection Company the amount of such increased costs as determined by the City within thirty 1707 (30) calendar days of receiving the City’s determination. 1708 D. Notice. The Party claiming excuse from performance shall, within two (2) calendar days after such 1709 Party has received notice of such cause underlying the Force Majeure Event claim , give the other 1710 Party notice of the facts constituting such cause underlying the Force Majeure Event claim and 1711 assert its claim to excuse under this Section 10.7 of this Agreement. If either Party validly exercises 1712 its rights under this Section 10.7 of this Agreement, the Parties hereby waive any claim against each 1713 other for any damages sustained thereby. 1714
E. Default and Termination. The partial or complete interruption or discontinuance of the Contractor's 1715 services caused by one (1) or more Force Majeure Events shall not constitute a default by the 1716 Contractor under this Agreement , except as otherwise specified in Subs ection 10.1.F of this 1717 Agreement. Notwithstanding the foregoing, however, if the Contractor is excused from performing 1718 its obligations hereunder for any of the reasons listed in this Section 10.7 of this Agreement for a 1719 period of thirty (30) calendar days or more, the City shall nevertheless have the right, in its sole 1720 discretion, to terminate this Agreement by giving ten ( 10) Business Days’ notice to the Contractor 1721 provided the Contractor does not fully resume performance of its obligations hereunder within such 1722 ten (10) Business Days, in which case the provisions of Section 10.4 of this Agreement shall apply. 1723

10.8 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE 1724
The Parties acknowledge that it is of the utmost importance to the City and the health and safety of all 1725 those members of the public residing or doing business within the City who will be adversely affected by 1726 interrupted waste management service, that there be no material interruption in services provided under 1727 this Agreement. 1728
If the Contractor: (i) is the subject of any labor unrest including work stoppage or slowdown, sick -out, 1729 picketing, or other concerted job action; (ii) appears in the reasonable judgment of the City to be unable 1730 to regularly pay its bills as they become due; or, (iii) is the subject of a civil or criminal judgment or order 1731 entered by a Federal, State, regional, or local agency for violation of an Applicable Law, an d the City 1732 believes in good faith that the Contractor 's ability to perform under the Agreement has thereby been 1733 placed in substantial jeopardy, the City may, at its sole option and in addition to all other remedies it may 1734 have, demand from the Contractor reasonable assurances of timely and proper performance of this 1735 Agreement, in such form and substance a s the City believes in good faith is reasonably necessary in the 1736 circumstances to evidence continued ability to perform under the Agreement . If the Contractor fails or 1737 refuses to provide satisfactory assurances of timely and proper performance in the form and by the date 1738 required by the City, such failure or refusal shall be an event of default for purposes of Section 10.1 of this 1739 Agreement. 1740
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10.9 DISPUTE RESOLUTION 1741
In the event of dispute between the City Manager and the Contractor regarding the interpretation of or 1742 the performance of services under this Agreement which results in a material impact to the Contractor’s 1743 revenue and/or cost of operations, as defined in Section 5. 4 of this Agreement , t he provisions of this 1744 Section 10.9 of this Agreement shall apply. 1745
A. Meet and Confer. The City and the Contractor agree that they shall meet and confer within thirty 1746 (30) calendar days by means of at least one (1) in -person or virtual meeting to attempt to resolve 1747 the matter between themselves. 1748
B. Mediation. In the event that disputes that arise under this Agreement cannot be resolved 1749 satisfactorily between the Parties in accordance with Subsection 10.9.A of this Agreement, the City 1750 and the Contractor agree that such disputes shall be submitted to mandatory, non- binding 1751 mediation by a mutually agreed upon independent third party. 1752 C. Period of Time. Insofar as allowed by Applicable Law, the period of time otherwise applicable for 1753 filing claims against the City under Applicable Law shall be tolled during the period of time for which 1754 meet and confer or mediation procedures are pending, in accordance with Subsections 10.9.A and 1755

10.9.B of this Agreement. 1756
D. Litigation. Litigation may be commenced only after: (1) a Party has initiated mediation by notifying 1757 the other Party of the desire to mediate a dispute; and (2) twenty (20) calendar days have elapsed 1758 from the date of that notification. The scheduling of the mediation shall not delay the ability of 1759 either Party to bring a legal action to enforce the terms of this Agreement beyond this twenty- (20-) 1760 day period. As a result, it is possible that mediation will proceed concurrently with litigation. 1761

10.10 COOPERATION AND DISPUTES BETWEEN CONTRACTORS 1762 The Contractor shall fully comply with its obligations to provide services under this Agreement including 1763 Acceptance of Solid Waste by the Collection Company in a manner that meets the requirements of this 1764 Agreement and Applicable Law. The Contractor shall also fully comply with its obligations to deliver Solid 1765 Waste to Approved Processing and Approved Disposal Facilities. In the event of disputes between the 1766 Collection Company and the Contractor or between the Contractor and the Disposal Facility, either party 1767 may provide written notice of the dispute to the City and any other party involved in the dispute. If the 1768 Contractor initiates a written notice of dispute, such notice shall include a summary of the dispute, the 1769 Section(s) of the Agreement or agreements the asserted dispute arises from, an estimate of the financial 1770 implications to the Contractor asserted, and a proposed resolution. The Contractor agrees to timely meet 1771 and confer directly with the Collection Company or Disposal Facility in good faith to resolve the dispute 1772 for thirty (30) calendar days following the initial notice to the City and the other involved party. A longer 1773 period may be established if mutually agreed upon between the parties . If at the end of the thirty (30) 1774 day period, the Contractor and the Collection Company or the Contractor and Disposal Facility have met 1775 and conferred in good faith but have not resolved the dispute, either party to the dispute may notify the 1776 City and the City shall facilitate the dispute resolution procedure in accordance with Section 10.9.B-D of 1777 this Agreement as well as any applicable provisions of the involved party’s contract with the City. In the 1778 event of a dispute, the Contractor shall continue performance of the Contractor’s obligations under this 1779 Agreement and shall attempt to continue to resolve that dispute in a cooperative manner, including, but 1780 not limited to, negotiating in good faith. 1781
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10.11 ACTS NECESSARY TO PERFORM SERVICE 1782
The City’s failure to specifically require an act necessary to perform any of the services required under 1783 this Agreement and comply with Appliable Law does not relieve the Contractor of its obligation to perform 1784 such act, or the service(s) dependent on such act, or to comply with Applicable Law at all times throughout 1785 the Term of this Agreement. Further, any suggestions or recommendations, whether verbal or in writing, 1786 made by the City to the Contractor shall not be relied upon by the Contractor to the extent such 1787 suggestions or recommendations may compromise or inhibit the Contractor’s performance under this 1788 Agreement or ability to comply with Applicable Law. The Contractor assumes all liability and responsibility 1789 for actions and inactions to perform services under this Agreement in accordance with Applicable Law 1790 and expressly waives any claims against the City or use of the City’s actions or inactions as a legal defense 1791 for the Contractor ’s failure to perform or comply with Applicable Law in the performance of this 1792 Agreement. 1793
In the event of any ambiguity as to the interpretation of the Agreement or the requirements of the 1794 Contractor under this Agreement , the Contractor shall be responsible for seeking clarity and approval 1795 from the City Contract Manager to resolve ambiguities not otherwise explicitly stated in the Agreement 1796 prior to engaging in any actions. To the extent that the Contractor engages or fails to engage in performing 1797 an act that results in a violation of this Agreement or Applicable Law and fails to obtain explicit written 1798 permission from the City Contract Manager in advance, the Contractor shall be solely liable and the City 1799 shall not be responsible for any payment, compensation adjustments, or administrative support arising 1800 from the Contractor’s actions or inactions. To the extent the Contractor’s non -compliance results in 1801 increased costs to the City, the City shall notify the Contractor, identifying the dollar value of such cost 1802 impacts, and the Contractor shall, within thirty (30) calendar days of written notice from the City Contract 1803 , remit such costs to the City in the form of a direct payment sent or delivered to the City or paid to the 1804 City via an electronic payment method. The City retains the right to pursue any remedies specified in this 1805 Agreement in the event of non-compliance, at the City Contract Manager’s sole discretion. 1806 1807
ARTICLE 11. 1808
REPRESENTATIONS AND WARRANTIES OF 1809
THE PARTIES 1810
The Parties, by acceptance of this Agreement, represent and warrant the conditions presented in this 1811 Article 11 of this Agreement. 1812

11.1 CONTRACTOR’S CORPORATE STATUS 1813
The Contractor is a corporation duly organized, validly existing , and in good standing under the laws of 1814 the State. It is qualified to transact business in the State and has the power to own its properties and to 1815 carry on its business as now owned and operated and as required by this Agreement. 1816

11.2 CONTRACTOR’S CORPORATE AUTHORIZATION 1817
The Contractor has the authority to enter this Agreement and perform its obligations under this 1818 Agreement. The Board of Directors of the Contractor (or the shareholders, if necessary) has taken all 1819 actions required by law, its articles of incorporation, its bylaws, or otherwise, to authorize the execution 1820 of this Agreement . The Person signing this Agreement on behalf of the Contractor represents and 1821 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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MARCH 2025 Page 47 City of Livermore Disposal Agreement warrants that they have authority to do so . This Agreement constitutes the legal, valid, and binding 1822 obligation of the Contractor. 1823

11.3 AGREEMENT WILL NOT CAUSE BREACH 1824
To the best knowledge of the Contractor and the City, after reasonable investigation, the execution or 1825 delivery of this Agreement or the performance by such Party of its respective obligations hereunder does 1826 not conflict with, violate, or result in a breach of: (i) any Applicable Law; (ii) any term or condition of any 1827 judgment, order, or decree of any court, administrative agency, or other governmental authority; or, (iii) 1828 any agreement or instrument to which the Contractor or the City is a party or by which the Contractor or 1829 any of its properties or assets are bound. If the Agreement conflicts with, violates, or results in a breach 1830 under the above circumstances, it constitutes a default hereunder. 1831

11.4 NO LITIGATION 1832
To the best of the Contractor 's knowledge after reasonable investigation, there is no action, suit, 1833 proceeding, or investigation, at law or in equity, before or by any court or governmental authority, 1834 commission, board, agency , or instrumentality decided, pending, or threatened against the Contractor 1835 wherein an unfavorable decision, ruling, or finding, in any single case or in the aggregate, would: 1836 A. Materially adversely affect the performance of the Contractor’s obligations hereunder; or, 1837 B. Adversely affect the validity or enforceability of this Agreement; or, 1838 C. Have a material adverse effect on the financial condition of the Contractor, or any surety or entity 1839 guaranteeing the Contractor's performance under this Agreement. 1840

11.5 NO ADVERSE JUDICIAL DECISIONS 1841
To the best knowledge of the Contractor and the City, after reasonable investigation, there is no judicial 1842 decision that would prohibit this Agreement or subject this Agreement to legal challenge. 1843

11.6 NO LEGAL PROHIBITION 1844
To the best of each Party’s knowledge, after reasonable investigation, there is no Applicable Law in effect 1845 on the date that Party signed this Agreement that would prohibit the performance of that Party’s 1846 obligations under this Agreement and the transactions contemplated hereby. 1847

11.7 CONTRACTOR’S ABILITY TO PERFORM 1848
The Contractor possesses the business, professional, and technical expertise to perform all services, 1849 obligations, and duties as described in and required by this Agreement including all Exhibits thereto. The 1850 Contractor possesses the ability to secure equipment, facility, and employee resources required to 1851 perform its obligations under this Agreement and in accordance with Applicable Law. 1852 ARTICLE 12. 1853
OTHER AGREEMENTS OF THE PARTIES 1854

12.1 RELATIONSHIP OF PARTIES 1855
The Parties intend that the Contractor shall perform the services required by this Agreement as an 1856 independent contractor engaged by the City and neither as an officer nor employee o f the City, nor as a 1857 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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MARCH 2025 Page 48 City of Livermore Disposal Agreement partner or agent of, or joint venturer with , the City. Neither employee nor agent of the Contractor shall 1858 be, nor shall be deemed to be, an employee or agent of the City. The Contractor shall have the exclusive 1859 control over the manner and means of performing services under this Agreement, except as expressly 1860 provided herein . The Contractor shall be solely responsible for the acts and omissions of its officers, 1861 employees, Subcontractors , and agents . Neither the Contractor n or its officers, employees, 1862 Subcontractors, and agents shall obtain any rights to retirement benefits, workers' compensation 1863 benefits, or any other benefits which accrue to the City employees by virtue of their employment with the 1864 City. 1865

12.2 COMPLIANCE WITH LAW 1866
The Contractor shall at all times, at its sole cost, comply with all Applicable Laws now in force and as they 1867 may be enacted, issued or amended during the Term. 1868

12.3 GOVERNING LAW 1869
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the 1870 State. 1871

12.4 JURISDICTION 1872
Any lawsuits between the Parties arising out of this Agreement shall be brought and heard in the Superior 1873 Court of the State of California for the County of Alameda, which shall have exclusive jurisdiction over 1874 such lawsuits. With respect to venue, the Parties agree that this Agreement is made in and will be 1875 performed in Alameda County. 1876

12.5 BINDING ON SUCCESSORS 1877
The provisions of this Agreement shall inure to the benefit to and be binding on the successors and 1878 permitted assigns of the Parties. 1879

12.6 ASSIGNMENT 1880
Neither Party shall assign its rights nor delegate or otherwise transfer its obligations under this Agreement 1881 to any other Person without the prior written consent of the other Party , which consent shall not be 1882 unreasonably withheld, conditioned or delayed. The City may withhold, condition, or delay approval as 1883 the City conducts due diligence as described in Subsections A- E below within this Section 12.6 of this 1884 Agreement. Any such assignment made without the consent of the other Party shall be void and the 1885 attempted assignment shall constitute a material breach of this Agreement. 1886 For purposes of this Section 12.6 of this Agreement, "assignment" shall include, but not be limited to: (i) 1887 a sale, exchange, or other transfer of substantially all of the Contractor's local, regional, and/or corporate 1888 assets dedicated to service under this Agreement to a third party; (ii) a sale, exchange, or other transfer 1889 of ten percent (10%) or more of the local, regional, and/or corporate stock or ownership of the Contractor 1890 to a Person (other than a transfer of shares in the Contractor to an entity that is directly or indirectly 1891 owned, controlled by or under common control as the Contractor (a “Contractor Affiliate”) ) except that 1892 no cumulative sale, exchange, or transfer of shares may exceed twenty percent (20%) during the Term of 1893 the Agreement (other than a transfer of shares in the Contractor to a Contractor Affiliate ); (iii) any 1894 reorganization, consolidation, merger, recapitalization, stock issuance or re-issuance, voting trust, pooling 1895 agreement, escrow arrangement, liquidation, or other transaction to which the Contractor or any of its 1896 shareholders is a party that results in a change of ownership or control of ten percent (10%) or more of 1897 the value or voting rights in the local, regional, and/or corporate stock of the Contractor (excluding as the 1898 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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MARCH 2025 Page 49 City of Livermore Disposal Agreement result of changes in ownership or control the Contractor and a Contractor Affiliate ); (iv) any 1899 reorganization, consolidation, merger, recapitalization, stock issuance or re-issuance, voting trust, pooling 1900 agreement, escrow arrangement, liquidation, or other transaction to which the Contractor or any of its 1901 shareholders is a party that results in a change of ownership or control of ten percent (10 %) or more of 1902 the value or voting rights in the local, regional, and/or corporate stock of the Contractor that results from 1903 changes in ownership or control between an owner of shares in the Contractor and another owner of 1904 shares in the Contractor unless the Contractor engages a professional manager to oversee this Agreement 1905 or except to a Contractor Affiliate; and, (v) any combination of the foregoing (whether or not in related or 1906 contemporaneous transactions) that has the effect of any such transfer or change of local, regional, 1907 and/or corporate ownership and/or control of the Contractor. For purposes of this Section 12.6 of this 1908 Agreement, the term "proposed assignee" shall refer to the proposed transferee(s) or other successor(s) 1909 in interest pursuant to the assignment. 1910
The Contractor acknowledges that this Agreement involves rendering a vital service to the City's residents 1911 and businesses, and that the City has selected the Contractor to perform the services specified herein 1912 based on: (i) the Contractor's experience, skill, and reputation for conducting Solid Waste management 1913 operations in a safe, effective , and responsible fashion, at all times in keeping with A pplicable Law, 1914 regulations, and good waste management practices ; and, (ii) the Contractor's financial resources on a 1915 local, regional, and/or corporate level to maintain the required equipment and to support its indemnity 1916 obligations to the City under this Agreement. The City has relied on each of these factors, among others, 1917 in choosing the Contractor to perform the services to be rendered by the Contractor under this 1918 Agreement. 1919
If the Contractor requests the City's consideration of and consent to an assignment, the City may deny or 1920 approve such request in its sole and complete discretion. No request by the Contractor for consent to an 1921 assignment need be considered by the City unless and until the Contractor has met the following 1922 requirements. The City may, in its sole discretion, waive one (1) or more of these requirements. 1923 A. On the date the City approves the Contractor’s written request for the City’s written consent to an 1924 assignment and the assignment occurs, the Contractor shall pay the City a transfer fee in the amount 1925 of seventy-five thousand dollars ($75,000). 1926
B. The Contractor shall pa y the City its reasonable expenses for attorney s’, consultants’, and 1927 accountants’ fees, staff time, and investigation costs necessary to investigate the suitability of any 1928 proposed assignee, and to review and finalize any documentation required as a condition for 1929 approving any such assignment . Such payment shall be required regardless of the ultimate 1930 determination of the City with regard to the approval or denial of the assignment . Upon submittal 1931 of the Contractor’s request for assignment to the City, the Contractor shall submit an initial deposit 1932 of fifty thousand dollars ($50,000) for this purpose. 1933 C. The Contractor shall furnish the City with reviewed financial statements of the proposed assignee's 1934 operations for the immediately preceding five (5) operating years. 1935 D. The Contractor shall furnish the City with satisfactory proof: (i) that the proposed assignee has at 1936 least ten (10) years of Solid Waste management experience on a scale equal to or exceeding the 1937 scale of operations conducted by the Contractor under this Agreement; (ii) that in the last five (5) 1938 years, the proposed assignee has not suffered any material citations rising to the level of 1939 enforcement action or other censure from any Federal, State, or local contractor having jurisdiction 1940 over its waste management operations due to any significant failure to comply with State, Federal, 1941 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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MARCH 2025 Page 50 City of Livermore Disposal Agreement or local waste management laws and that the assignee has provided the City with a complete list of 1942 such citations and censures; (iii) that the proposed assignee has at all times conducted its operations 1943 in an environmentally safe and conscientious fashion; (iv) that the proposed assignee conducts its 1944 operations and management practices in accordance with sound waste management practices in 1945 full compliance with all Federal, State , and local laws, regulations, and policies regulating the 1946 Disposal of Solid Waste including Hazardous Waste; and, (v) that any other information required by 1947 the City demonstrates that the proposed assignee can fulfill the terms of this Agreement in a timely, 1948 safe, and effective manner. 1949
E. The Contractor shall provide the City with any and all additional records or documentation that, in 1950 the City Manager’s sole determination, would facilitate the review of the proposed assignment. 1951 Under no circumstances shall any proposed assignment be considered by the City if the Contractor is in 1952 default of this Agreement at any time during the period of consideration . If, in the City ’s sole 1953 determination, there is any doubt regarding the compliance of the Contractor with the Agreement , the 1954 City may require an audit of the Contractor’s compliance and the costs of such audit shall be paid by the 1955 Contractor in advance of the performance of said audit. In addition, and subject to the foregoing, the 1956 Contractor shall not enter into negotiations to assign its rights, or delegate, subcontract or otherwise 1957 transfer any of the Contractor ’s obligations under this Agreement, which shall include any Assignment 1958 under this Section 12.6 of this Agreement , to any other Person for a period of five (5) years from the 1959 Commencement Date of this Agreement. 1960

12.7 NO THIRD-PARTY BENEFICIARIES 1961
This Agreement is not intended to, and will not be construed to, create any right on the part of any third 1962 party to bring an action to enforce any of its terms. 1963

12.8 WAIVER 1964
The waiver by either Party of any breach or violation of any provisions of this Agreement shall not be 1965 deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach of 1966 violation of the same or any other provision . The subsequent acceptance by either Party of any monies 1967 that become due hereunder shall not be deemed to be a waiver of any pre-existing or concurrent breach 1968 or violation by the other Party of any provision of this Agreement. To be effective, a waiver must be in 1969 writing and signed by the non-breaching Party. 1970

12.9 NOTICE PROCEDURES 1971
All Notices, demands, requests, proposals, approvals, consents, and other communications, which this 1972 Agreement requires, authorizes , or contemplates, shall be in writing and shall either be personally 1973 delivered to a representative of the Parties at the address below or deposited in the United States mail, 1974 first class postage prepaid, addressed as follows: 1975 If to the City: 1976
City of Livermore 1977
Attn: Public Works Manager 1978
3500 Robertson Park Rd. 1979
Livermore, CA 94550 1980
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MARCH 2025 Page 51 City of Livermore Disposal Agreement With copy to: 1982
City of Livermore 1983
Attn: City Attorney 1984
1052 S. Livermore Ave 1985
Livermore, CA 94550 1986
Email Notice: [email protected] 1987
If to the Contractor: 1988
Republic Services Vasco Road 1989
Attn: General Manager 1990
4001 N Vasco Road 1991
Livermore, CA 94551 1992
The address to which communications may be delivered may be changed from time to time by a N otice 1993 given in accordance with this Section 12.9 of this Agreement. Notice shall be deemed given on the day it 1994 is personally delivered or, if mailed, three (3) calendar days from the date it is deposited in the mail. Either 1995 Party may choose to provide email n otification to the other Party that N otice has been deposited in the 1996 mail, however such email notification shall not constitute official Notice. 1997

12.10 REPRESENTATIVES OF THE PARTIES 1998
References in this Agreement to the “City” shall mean the City’s elected body and all actions to be taken 1999 by the City except as provided below. The City may delegate authority, in writing, to the City Manager 2000 and/or to other City officials and may permit such officials, in turn, to delegate in writing some or all such 2001 authority to subordinate officers. The Contractor may rely upon actions taken by such delegates if they 2002 are within the scope of the authority properly delegated to them. 2003 The Contractor shall, by the Effective Date, designate in writing a responsible officer who shall serve as 2004 the representative of the Contractor in all matters related to the Agreement and shall infor m the City in 2005 writing of such designation and of any limitations upon his or her authority to bind the Contractor. The 2006 City may rely upon action taken by such designated representative as actions of the Contractor unless 2007 they are outside the scope of the authority delegated to him or her by the Contractor as communicated 2008 to the City. 2009
ARTICLE 13. 2010
MISCELLANEOUS AGREEMENTS 2011

13.1 ENTIRE AGREEMENT 2012
This Agreement is the entire agreement between the Parties with respect to the subject matter hereof 2013 and supersedes all prior and contemporaneous oral and written agreements and discussions. Each Party 2014 has cooperated in the drafting and preparation of this Agreement and this Agreement shall not be 2015 construed against any P arty on the basis of drafting . This Agreement may be amended only by an 2016 agreement in writing, signed by each of the Parties hereto. 2017 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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13.2 SECTION HEADINGS 2018
The Article headings and S ection headings in this Agreement are for convenience of reference only and 2019 are not intended to be used in the construction of this Agreement nor to alter or affect any of its 2020 provisions. 2021

13.3 REFERENCES TO LAWS 2022
All references in this Agreement to laws and regulations shall be understood to include such laws and 2023 regulations as they may be subsequently amended or recodified, unless otherwise specifically provided 2024 herein. 2025

13.4 AMENDMENTS 2026
This Agreement may not be modified or amended in any respect except in writing signed by the Parties. 2027

13.5 SEVERABILITY 2028
If any non-material provision of this Agreement is for any reason deemed to be invalid and unenforceable, 2029 the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this 2030 Agreement, which shall be enforced as if such invalid or unenforceable provision had not been contained 2031 herein. 2032

13.6 COUNTERPARTS 2033
This Agreement may be executed in counterparts, each of which shall be considered an original. 2034

13.7 EXHIBITS 2035
Each of the Exhibits identified as Exhibit “A” through “G” is attached hereto and incorporated herein and 2036 made a part hereof by this reference. In the event of a conflict between the terms of this Agreement and 2037 the terms of an Exhibit, the terms of this Agreement shall control. 2038 2039
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MARCH 2025 Page 53 City of Livermore Disposal Agreement IN WITNESS WHEREOF, this Agreement is entered into by the Parties hereto in Alameda County, California 2040 on the day and year first above written. 2041
2042
City of Livermore
A Municipal Corporation “CITY”
Republic Services Vasco Road, LLC
“CONTRACTOR”

Marianna A. Burch Date
City Manager
Signature Date

Print Name of Signatory

APPROVED AS TO FORM:

Title of Signatory

Deputy/Assistant/Senior Assistant/ Date
City Attorney

Signature Date

APPROVED AS TO INSURANCE:

Print Name of Signatory

Title of Signatory
Jas Sidhu Date Risk Manager

Livermore Business License #

Approved by City Council Date
2043
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MARCH 2025 Page A-1 Disposal Services Agreement, Exhibit A For purposes of this Agreement, unless a different meaning is clearly required or is otherwise required in the body of the Agreement, the following words and phrases shall have the following meanings respectively ascribed to them by this Exhibit and shall be capitalized throughout this Agreement:
"AB 341" means the California Jobs and Recycling Act of 2011 (Chapter 476, Statutes of 2011 [Chesbro, AB 341]), also commonly referred to as "AB 341,” as amended, supplemented, superseded, and replaced from time to time.
“AB 901” means Assembly Bill 901 approved by the Governor of the State of California on October 10, 2015, which amended Section 41821.5 of ; amended, renumbered, and added Section 41821.6 of ; and added Sections 41821.7 and 41821.8 to, the California Public Resources Code, relating to solid waste, as amended, supplemented, superseded, and replaced from time to time. “AB 939” means the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code), also commonly referred to as "AB 939," as amended, supplemented, superseded, and replaced from time to time.
"AB 1201” means Assembly Bill 1201, approved by the Governor of the State of California on October 5, 2021, which amended Sections 42356, 42356.1, and 42357 of, and amended the heading of Chapter 5.7 (commencing with Section 42355) of Part 3 of Division 30 of, the California Public Resources Code, relating to solid waste, as amended, supplemented, superseded, and replaced from time to time. "AB 1594" means Assembly Bill 1594 approved by the Governor of the State of California on September 28, 2014, which amended Sections 40507 and 41781.3 of the California Public Resources Code, relating to solid waste, as amended, supplemented, superseded, and replaced from time to time, pursuant to which, commencing January 1, 2020, the use of green material as L andfill Alternative Daily Cover does not constitute Diversion through Recycling and shall be considered Disposal. "AB 1826" means the Organic Waste Recycling Act of 2014 (Chapter 727, Statutes of 2014 modifying Division 30 of the California Public Resources Code), also commonly referred to as "AB 1826," as amended, supplemented, superseded, and replaced from time to time. “AB 2176” means the Event and Venue Recycling Act (an act to amend Section 42911 of, and to add Chapter 12.7 (commencing with Section 42648) to Part 3 of Division 30 of, the California Public Resources Code, relating to Recycling), also commonly referred to as “AB 2176,” as amended, supplemented, superseded, and replaced from time to time.
“Accept,” “Accepted,” or “Acceptance” (or any variation thereof) means the acceptance of materials that have been d elivered to an Approved Disposal Facility and have been received by the Contractor for Disposal, in accordance with facility permits and Applicable Law. "Affiliate" means all busin esses (including corporations, limited and general partnerships and sole proprietorships) which provide services or products related to services under this Agreement and which are directly or indirectly related to the Contractor by virtue of direct or indirect Ownership interest or common management. They shall be deemed to be "Affiliated with" the Contractor and included within Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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MARCH 2025 Page A-2 Disposal Services Agreement, Exhibit A the term "Affiliates" as used herein. An Affiliate shall include: (i) a business in which the Contractor has a direct or indirect Ownership interest, (ii) a business, which has a direct or indirect Ownership interest in the Contractor and/or (iii) a business, which is also o wned, controlled or managed by any business or individual which has a direct or indirect Ownership interest in the Contractor . For the purposes of this definition, "Ownership" means ownership as defined in the constructive ownership provisions of Section 318(a) of the Internal Revenue Code of 1986, as in effect on the date here in, provided that ten percent (10%) shall be substituted for fifty percent (50%) in Section 318(a)(2)(C) and in Section 318(a)(3)(C) thereof; and Section 318(a)(5)(C) shall be disregarded. For purposes of determining ownership under this paragraph and constructive or indirect ownership under Section 318(a), ownership interest of less than ten percent (10%) shall be disregarded and percentage interests shall be determ ined on the basis of the percentage of voting interest or the value that the ownership interest represents. “Agreement” means this Agreement between the City and the Contractor for Disposal of Solid Waste, including all exhibits and attachments, and any amendments hereto. “Alternative Daily Cover” or “ADC” has the same meaning as in 27 CCR Section 20690. “Alternate Disposal Facility" means the Disposal Facility pre-approved by the City for use in an emergency situation. Under the limited circumstances described in Section 4.1.B of the Agreement related to emergency unavailability of the Approved Disposal Facility and upon execution of this Agreement, the City has pre-approved the use of the Keller Canyon Landfill in Pittsburg, which is owned by the Keller Canyon Landfill Company and operated by Keller Canyon Landfill, as an Approved Alternate Disposal Facility. "Applicable Law" means all Federal, State, and local laws, regulations, rules, orders, judgments, decrees, permits, approvals, or other requirement of any governmental agency having jurisdiction over the Collection, transportation, Processing, and Disposal of Solid Waste, Recyclable Materials, and Compostable Materials that are in force on the Effective Date and as they may be enacted, issued or amended during the Term of this Agreement.
“Approved Disposal Facility” or “Disposal Facility” means the Vasco Road Landfill, which is owned and operated by Republic Services Vasco Road, LLC, a wholly owned subsidiary of Republic Services Group. “Biosolids” means solid, semi-solid, or liquid residue generated during the treatment of domestic sewage in a treatment works. Biosolids include, but are not limited to, treated domestic septage and scum or solids removed in primary, secondary, or advanced wastewater treatment processes. Biosolids include the residue solids resulting from the co-digestion of anaerobically digestible material with Sewage Sludge.

Biosolids do not include ash generated during the firing of Sewage Sludge in a Sewage Sludge incinerator or grit and screenings generated during the preliminary treatment of domestic sewage in a treatment works.
"Business Days" mean days during which the City offices are open to do business with the public. “California Code of Regulations” or “CCR” means the State of California Code of Regulations. CCR references in this Agreement are preceded with a number that refers to the relevant Title of the CCR (e.g., “14 CCR” refers to Title 14 of CCR).

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MARCH 2025 Page A-3 Disposal Services Agreement, Exhibit A “Carbon Sequest ration” means the process of capturing and storing atmospheric carbon dioxide to reduce the amount of carbon dioxide in the atmosphere and global climate change. There are two types of Carbon Sequestration: geologic and biologic.
“Change in Law” means any of the following events or conditions that has a material and adverse effect on the performance by either Party or any Subcontractor of its respective obligations under this Agreement (except for payment obligations) or on the activities of any Approved Disposal Facility in connection with this Agreement:

1. Written change in administrative or judicial interpretation or the enactment, adoption, promulgation, issuance, or modification of any Applicable Law on or after the Effective Date; or,

2. The order or judgment of any Federal, State, or local governmental body, on or after the Effective Date, to the extent such order or judgment is not the result of willful or negligent action, error , or omission, or lack of reasonable diligence of the City or of the Contractor (or Subcontractor) , 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.
“City” means the City of Livermore, California.
“City Contract Manager” means the City designated employee who is responsible for the administrative management of this Agreement per Section 5.4 of this Agreement.“City-Hauled Solid Waste” means Solid Waste hauled to the Landfill in the City-owned and City-operated vehicles. “City Risk Manager” means the City designated employee who is responsible for the City’s risk management practices.
"Closure" (or any variation thereof) means the mandated activities stipulated in Applicable Law and required to be conducted following conclusion of Disposal activities at the Approved Disposal Facility or any portion of the Approved Disposal Facility such that Post -Closure activities can commence, including, but not limited to , all planning, design, regulatory approvals, plan implementation, construction, and monitoring.
“Collect(s)” or "Collection" or “Collected” (or any variation thereof) means the removal and transportation of Solid Waste from the place where it was generated to a Disposal site and/or the removal and transportation of Recyclable Materials, Compostable Materials, and other salvageable materials from the place where such materials were generated to a Processing site. “Collection Company” means the company (or companies ) that C ollects materials from the City and delivers such materials to the Approved Disposal Facility in accordance with an agreement between the Collection Company and the City.
“Commencement Date” means July 1, 2025, or the date when the Contractor shall begin to provide all services set forth in this Agreement.

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MARCH 2025 Page A-4 Disposal Services Agreement, Exhibit A “Compost” or “Composting” has the same meaning as “compost” in 14 CCR § 17896.2(a)(4). "Compostable Materials" or “Compostables” has the same meaning as “compostable materials” in Section 8.08.020 of the City’s Municipal Code.
"Construction and Demolition Debris" or “C&D” or “Construction Debris” means used or discarded construction materials (not including Solid Waste) removed from p remises during the construction or renovation of a structure resulting from construction, remodeling, repair or demolition operations on any pavement, house, commercial building, or other structure. “Contractor” means Republic Services Vasco Road, LLC, a wholly owned subsidiary of Republic Services Group, organized and operating under the laws of the State through its officers, directors, employees, agents, companies, Affiliates, subsidiaries, and Subcontractors. “Contractor’s Compensation” means the monetary compensation received by the Contractor in return for providing services in accordance with this Agreement as described in Article 8 of this Agreement. “Contractor’s Contract Manager” means the Contractor designated employee who is responsible for working closely with the City Contract Manager in the monitoring and administration of this Agreement. “Contractor’s Proposal” means the proposal submitted to the City by the Contractor on August 26, 2024, for provision of Disposal Services and certain supplemental written materials, which are included as Exhibit F to this Agreement and are incorporated by reference. “Contractor’s Change in Scope Proposal” means a proposal for the modification of existing Disposal services submitted to the City by the Contractor at the City’s request or a Contractor-initiated proposal per Section 3.5 of this Agreement.
“County” means the County of Alameda, California.
“Criminal Activity” means the approval of a plea of nolo contendere or the entry against the Contractor or any of its employees of a criminal conviction or a permanent mandatory or prohibitory injunction from a court, municipality , or regulatory agency of competent jurisdiction, based, in th e case of any of the Contractor’s employees, on acts taken in their official capacity on behalf of the Contractor with respect to:

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

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

3. Embezzlement, extortion, racketeering, false claims, false statements, forgery, falsification or destruction of records, obstruction of justice, knowingly receiving stolen property, theft, or misprision (failure to disclose) of a felony; or
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MARCH 2025 Page A-5 Disposal Services Agreement, Exhibit A

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

5. Violation of antitrust laws, including laws relating to price -fixing, bid-rigging and sales and market allocation, and of unfair and anti-competitive trade practices laws, including with respect to inflation of Solid Waste Collection, transportation, Processing fees, or Disposal fees; or

6. Violation of securities laws; or,

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

Designated Waste consists of those substances classified as Designated Waste by the State of California in California Water Code Section 13173(a)-(b).
“Disposal” or “Dispose” (or any variation thereof) means the final disposition of Solid Waste at a Disposal Facility.
“Disposal Facility” means the Vasco Road Landfill, which is owned and operated by Republic Services Vasco Road, LLC, a wholly owned subsidiary of Republic Services Group, located at 4001 North Vasco Road, Livermore, California 94551.
“Diversion” means activities that reduce or eliminate the amount of Solid Waste from Solid Waste Disposal including, but not limited to, Recycling and Composting. “Effective Date” means the date on which the latter of the two (2) Parties signs this Agreement, subject to the provisions of Section 2.2 of the Agreement.
“Extended Producer Responsibility Program” means an environmental program or policy codified, enforced, and/or monitored by local, State, or Federal governments in which a producer’s or retailer’s administrative, financial, operational, and/or physical responsibility for a product is extended to the post- consumer stage of a product’s life cycle. Extended Producer Responsibility Programs may be implemented by individual producers, collective industry organizations such as a producer responsibility organization, or other regulated entities specified under the program. Such programs may cover individual products or categories of products, using one (1) or more funding mechanisms, as defined in the regulation establishing the program.
“Excluded Waste” means wastes or other materials that the Approved Disposal Facility may not receive under its permits, including:

1. A ll materials that the Approved Disposal Facility is not permitted to Accept, excluding white goods with chlorinated fluorocarbons and capacitors removed, and other materials that the Contractor Accepts and safely handles, Recycles, or Disposes;
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MARCH 2025 Page A-6 Disposal Services Agreement, Exhibit A

2. Friable asbestos, unless otherwise approved by applicable regulatory agencies, consisting of materials that can be crumbled with pressure and are therefore likely to emit fibers, being a naturally occurring family of carcinogenic fibrous mineral substances , which may be a Hazardous Material if it contains more than one percent (1%) asbestos;

3. Hazardous Substances;

4. Untreated Infectious Waste that have disease transmission potential and are classified as Hazardous Wastes by the State Department of Health Services, including untreated pathological and surgical wastes, untreated medical clinic wastes, untreated wastes from biological laboratories, syringes, needles, blades, tubing, bottles, drugs, patient care items such as linen or personal or food service items from contaminated areas, chemicals, personal hygiene wastes, and carcasses used for medical purposes or with known infectious disease;

5. Liquid wastes that are not spadable, including cannery and food Processing wastes, Landfill leachate and gas condensate, boiler blowdown water, grease trap pumpings, oil and geothermal field wastes, septic tank pumpings, rendering plant byproducts, and those liquid wastes that may be Hazardous Wastes; and

6. Radioactive wastes and any waste that contains a radioactive material, the storage or disposal of which is subject to any other State or Federal regulation.

This definition will be promptly amended to reflect any applicable changes in permits or Applicable Law. “Federal” means belonging to or pertaining to the Federal government of the United States. “Gate Fee(s)” means the amount, established under Article 8 of this Agreement, charged to the Collection Company or the City by the Contractor for Acceptance and Disposal of Solid Waste at the Landfill. "Generator" means any Person as defined by Section 40170 of the Public Resources Code, whose act or process produces s olid waste, recyclable materials, or compostable materials as defined in the Public Resources Code, or whose act first causes Solid Waste to become subject to regulation. “Government Fee” means a fee charged as a result of any government policy or regulation. “Government Fee Component” means that portion of a Landfill Gate Fee that represents all F ederal, State, and local fees applied to Solid Waste Disposal at the Landfill. “Gross Receipts” means total cash receipts collected from customers by the Contractor for the provision of services pursuant to this Agreement, without any deductions. “Hazardous Substance” means any of the following:

1. A ny substances defined, regulated or listed (directly or by reference) as “Hazardous Substances,” “Hazardous Materials,” “Hazardous Wastes,” “toxic waste,” “pollutant” or “toxic substances,” or similarly identified as hazardous to human health or the environm ent, in or pursuant to: (i) the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) of 1980, 42 USC Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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MARCH 2025 Page A-7 Disposal Services Agreement, Exhibit A §9601 et seq. (CERCLA); (ii) the Hazardous Materials Transportation Act, 49 USC §5101, et seq .; (iii)the Resource Conservation and Recovery Act, 42 USC §6901 et seq.; (iv) the Clean Water Act, 33 USC §1251 et seq.; (v) California Health and Safety Code §§25115 -25117, 25249.8, and 25281; (vi) the Clean Air Act, 42 USC §7401 et seq.; and, (vii) California Water Code §13050;

2. A ny amendments, rules, or regulations promulgated thereunder to such enumerated statutes or acts currently existing or hereafter enacted; and,

3. A ny other hazardous or toxic substance, material, chemical, waste, or pollutant identified as hazardous or toxic or regulated under any other Applicable Law, including, without limitation, friable asbestos, polychlorinated biphenyls (PCBs), petroleum, natural gas, and synthetic fuel products, and by-products.
"Hazardous Waste" means all substances defined as Hazardous Waste, acutely Hazardous Waste, or extremely Hazardous Waste by the State of California in Health and Safety Code Sections 25117, 25110.02, and 25115, or in the future amendments to or recodifications of such statutes, or identified and listed as Hazardous Waste by the U.S. Environmental Protection Agency, pursuant to the Federal Resource Conservation and Recovery Act (42 USC Section 6901, et seq.), all future amendments thereto and all rules and regulations promulgated thereunder. Hazardous Waste includes hazardous wood waste. "Holiday(s)" are defined as New Year's Day, Memorial Day, Fourth of July, Labor Day, Thanksgiving Day, and Christmas Day for the purposes of planning the Collection schedule. "Household Hazardous Waste" means Hazardous Waste generated at r esidential premises within the City.
"Infectious Waste" means medical or biomedical waste generated at hospitals, public or private medical clinics, dental offices, research laboratories, pharmaceutical industries, blood banks, mortuaries, veterinary facilities and other similar establishments that are identified in Health and Safety Code Section 25117.5, as may be amended from time to time.
“Landfill” means the site of the Approved Disposal Facility, commonly known as Vasco Road Landfill, which is owned and operated by the Contractor and located at 4001 North Vasco Road, Livermore, California 94551.
“Liquidated Damages” means the amounts due by the Contractor for failure to meet specific quantifiable standards of performance as described in Section 10.6 and Exhibit E of the Agreement. “Municipal Code” means the City of Livermore Municipal Code, as of the Effective Date and as it may be amended in the future.
“Notice,” “Notify,” or “Notice Procedure” means a notice given in accordance with Section 12.9 of the Agreement.
“Organic Materials” means yard trimmings, food scraps, compostable paper, and clean wood, individually or collectively. Organic Materials may also include manure from herbivores (horses, cows, goats, sheep, Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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MARCH 2025 Page A-8 Disposal Services Agreement, Exhibit A rabbits, etc.). No d iscarded material shall be Organic Materials unless it is separated from Recyclable Materials and Solid Waste.
“Party” or “Parties” means the City and the Contractor, individually or together. “Person(s)” means any individual, firm, association, organization, partnership, consortium, corporation, trust, joint venture, commercial entity, governmental entity, public entity, or any other legal Person. "Per-Ton Rate(s)" or “Rate” means the per-unit compensation owed to the Contractor by the Collection Contractor for each T on of Solid Waste as payment for all Disposal S ervices, provided under this Agreement, and as adjusted annually as provided in Article 8 of the Agreement. "Post-Closure" means the mandated activities stipulated in Applicable Law requiring long -term monitoring and maintenance of the Approved Disposal Facility, or of any portion of the Approved Disposal Facility that has been fully Closed in compliance with Applicable Law. “Process” or “Processing” means the controlled separation, recovery, volume reduction, conversion, or Recycling of Solid Waste including, but not limited to, organized, manual, automated, or mechanical sorting, the use of vehicles for spreading of waste for the purpose of recovery, and/or includes the use of conveyor belts, sorting lines, or volume reduction equipment, or as otherwise defined in 14 CCR Section 17402(a)(20).
“Processing Site” means any plant or facility used for the purpose of sorting, cleansing, treating, or reconstituting Recyclable Materials or reusable materials for the purpose of making such material available for Recycling or reuse or the facility for the Processing and/or Composting of Organic Materials. “Rate Period” means a twelve (12) month period, commencing July 1 and concluding June 30. “RCRA” means the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.). “Recyclable Materials” shall include, at a minimum, newspaper (including inserts, coupons, and store advertisements); mixed paper (including office paper, computer paper, magazines, junk mail, catalogs, brown paper bags, brown paper, paperboard, paper egg cartons, phone books, grocery bags, colored paper, construction paper, envelopes, legal pad backings, shoe boxes, and cereal and other similar food boxes); chipboard; corrugated c ardboard; paper milk cartons; glass bottles and jars (including brown, clear, and green glass bottles and jars); aluminum (including beverage containers, foil, food containers, small pieces of scrap metal); small pieces of scrap metal weighing less than ten (10) pounds and fitting into the Recyclable Materials Collection container; steel, tin, or bi-metal cans; plastic containers (no. 1 to 7); and, aseptic beverage boxes. In addition, Recyclable Materials Collected from residential premises shall include empty steel paint cans (formerly used for latex paint) and aerosol cans. “Recycle” or “Recycling” (or any variation thereof) means the process of sorting, cleansing, treating, and reconstituting, at a Recyclable Materials Processing Site, materials that would otherwise be Disposed of at a landfill for the purpose of returning such materials to the economy in the form of raw materials for Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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MARCH 2025 Page A-9 Disposal Services Agreement, Exhibit A new, reused, or reconstituted products. Recycling does not include any thermal or chemical conversion methods.
“Residue” or “Residual” means those materials which, after Processing, are Disposed rather than Recycled, Composted, or otherwise recovered due to either the lack of markets for materials or the inability of the Processing facility to capture and recover the materials. “SB 54” means the Plastic Pollution Prevention and Packaging Producer Responsibility Act approved by the Governor of the State of California on June 30, 2022 , which amended Section 41821.5 of the Public Resources Code to add Chapter 3 (commencing with Section 42040) to Part 3 of Division 30, as amended, supplemented, superseded, and replaced from time to time. For the purposes of this Agreement, SB 54 includes any implemented regulations developed by CalRecycle, as amended supplemented, superseded, and replaced from time to time.
“SB 343” means the Environmental Advertising: Recycling Symbol: Recyclability: Products and Packaging Senate Bill approved by the Governor of the State of California on October 5, 2021, which amended Sections 17580, 17580.5 of the California Business and Profession s Code, and amended Sections 18015 and 42355.5 of, and added Section 42355.51 to, the California Public Resources Code, relating to environmental advertising, as amended, supplemented, superseded, and replaced from time to time. For the purposes of this Agreement, SB 343 includes any implementing regulations developed by CalRecycle, as amended, supplemented, superseded, and replaced from time to time. “SB 1016” means the Solid Waste Per Capita Measurement Act approved by the Governor of the State of California on September 26, 2008, which amended Sections 40183, 40184, 41783, 41820.6, 41821, 41850, 42921, and 42926 of Article 4 (commencing with Section 41825) and Article 5 (commencing with Section 41850) of Chapter 7 of Part 2 of Division 30 of, added Sections 40127, 40145, 40150.1, 41780.05, 42921.5, and 42927 to, and repeal ed and added Section 41825 of, the Public Resources Code, relating to Solid Waste), also commonly referred to as “SB 1016,” as amended, supplemented, superseded, and replaced from time to time.
"SB 1383" means the Short-Lived Climate Pollutants Act of 2016 (an act to add Sections 39730.5, 39730.6, 39730.7, and 39730.8 to the Health and Safety Code, and to add Chapter 13.1 [commencing with Section 42652] to Part 3 of Division 30 of the Public Resources Code, relating to methane emissions), also commonly referred to as "SB 1383," as amended, supplemented, superseded, and replaced from time to time.
“Self-Haul” means the collection and transportation of Solid Waste by the owner or occupants of a residential or commercial premises located in the City. “Self-Haul(er)” means a Person who Self-Hauls, or as otherwise defined in 14 CCR Section 18982(a)(66).

Self-Hauler also includes a Person who back-hauls waste. “Self-Hauled Waste” means all Solid Waste that is Disposed of at the Approved Disposal Facility by Self- Haul customers, excluding Solid Waste that is delivered by the Collection Company or consists of the City- Hauled Solid Waste.

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MARCH 2025 Page A-10 Disposal Services Agreement, Exhibit A “Sewage Sludge” means residual solids and semi-solids resulting from the treatment of wastewater, but does not include wastewater effluent discharged from such treatment processes. “Sludge” means includes the accumulated solids and/or semisolids deposited from wastewaters or other fluids.
"Solid Waste" means all p utrescible and n on-putrescible solid, semisolid, and associated liquid waste, including garbage, trash, refuse, rubbish, ashes, industrial wastes, dewatered, treated or chemically fixed Sewage Sludge which is not a Hazardous Waste, special waste, and other discarded S olid and semi-Solid Wastes, which the City Municipal Code requires Generators within the City to set out for Collection. Solid Waste does not include the following:

1. Salvageable materials set out for Collection in a c ontainer that is specifically designated for Recyclable Materials or Compostable Materials, or any other City-approved container;

2. Hazardous Waste;

3. Low-level radioactive waste;

4. Infectious Waste provided that Infectious Waste, whether treated or untreated, is not Disposed of at a Solid Waste facility. Infectious Waste which has been treated and is deemed to be Solid Waste shall be considered Solid Waste under this definition;

5. Abandoned automobiles;

6. Compostables; nor

7. Construction and Demolition Debris.
“State” means the State of California.
“Subcontractor” means a Person who has entered into a contract, express or implied, with the Contractor for the performance of an act that is necessary for the Contractor ’s fulfillment of its obligations for providing service under this Agreement.
“Term” means the Term of this Agreement, including extension periods if granted, as provided for in Article 2 of this Agreement.
“Ton(s)” or “Tonnage” means a unit of measure for weight equivalent to two thousand (2,000) standard pounds per each ton where each pound contains sixteen (16) ounces. “Working Day(s)” means days on which the Contractor is required to provide Disposal Services under this Agreement.

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RESERVED

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REPORTING REQUIREMENTS

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MARCH 2025 Page C-1 Disposal Services Agreement, Exhibit C

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

2. Monthly Reports
The Contractor shall submit reports each month. Monthly r eports shall include, at a minimum, the following information:

1. Total number of vehicle loads delivered by the City -Hauled Solid Waste vehicles, Collection Company, or Self- Hauler per day and a sum of total vehicle loads delivered during the reporting period;

2. Actual Tonnage of each vehicle load delivered by the City -Hauled Solid Waste vehicles, Collection Company, Self-Hauler and a sum of total Tons delivered by the City-Hauled Solid Waste vehicle, Collection Company, or Self-Hauler during the reporting period;

3. Average Tons per vehicle load delivered by the City -Hauled Solid Waste vehicle s, Collection Company, or Self-Hauler to the Approved Disposal Facility during the reporting period;

4. Average Tons per day delivered by the City -Hauled Solid Waste vehicle s, Collection Company, or Self-Hauler to the Approved Disposal Facility during the reporting period.;

5. Total Tons of Solid Waste Accepted by the Approved Disposal Facility users during the reporting period. The Contractor shall provide a Tonnage report that includes the total Tonnage of Solid Waste Disposed that was generated in the City and shall also list the Tonnage information separately for each of the following categories: Collection Company residential Solid Waste, Collection Company commercial Solid Waste, Self-Haul Solid Waste, and City -Hauled Solid Waste.

In addition, the Contractor shall provide T onnage information by material type for material Accepted at the Approved Disposal Facility that was used for purposes other than Disposal;

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MARCH 2025 Page C-2 Disposal Services Agreement, Exhibit C Ton. In such case, the Contractor does not have to report separately the Tonnage delivered in each load by each customer, but the total monthly Tonnage delivered by each customer.

The Self-Haul report shall be submitted to the City within thirty (30) calendar days of the end of the reporting month;

7. Actual vehicle Turnaround Time for each vehicle load delivered by the City-Hauled Solid Waste vehicles, Collection Company, or Self- Hauler (determined in accordance with Section 5.2.6 of this Agreement) during the reporting period;

8. The reason(s) for the Contractor’s rejection of any Solid Waste vehicle loads , and the associated date and time of the incident; as well as the City-Hauled Solid Waste, Collection Company, or Self- Hauler vehicle number. Note: This is in addition to the reporting required for each rejected load per Section 5.2.2 of this Agreement; and,

9. List of any violations received during the reporting period.

Each monthly report shall be formatted to show the previous months for the calendar year with year-to- date totals. The December report shall also discuss any issues, plans, and concerns related to the use of the Approved Disposal Facility during the past year and anticipated for the following year, including, but not limited to, additional services provided or available, actual or anticipated need for use of the Alternate Disposal Facilities, regulatory issues or concerns, permit and regulatory violations, etc.

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

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

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

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

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

5. Copies of any State facility reports that the Contractor submits to CalRecycle or to the County's Disposal Reporting System coordinator. Such annual submittals shall be in accordance with Applicable Law, including current and future amendments to 14 CCR, Section 18815.5, and AB 901 regulations;

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MARCH 2025 Page C-3 Disposal Services Agreement, Exhibit C additional services provided or available, actual or anticipated need for use of the Alternate Disposal Facility, regulatory issue s or concerns, permit and regulatory violations, or changes in staffing, equipment, or operations;

9. Documentation of all Solid Waste sent to the Alternate Disposal Facility;

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

11. Any State facility report, including those required under Section 6.2 of this Agreement, that the Contractor submits to CalRecycle or to the Contractor ’s Disposal Reporting System coordinator.

Such State facility reports includes those submitted for any of the Approved Facilities the Contractor is utilizing under this Agreement. Such annual submittals shall be in accordance with Applicable Law; and,

12. A Landfill Activity analysis of the changes to the airspace of the Landfill since the previous report; an analysis of the remaining capacity of the Landfill; a projection of the remaining life of the Landfill; and, a list of parties to which the Contractor has guaranteed capacity through written agreements, provided that such list includes the annual estimated Tonnage to be Disposed by each party and the term of the Contractor’s capacity commitment. In the event that the Contractor has agreements with private companies, the name of the party may be withheld from the list; however, the annual Tonnage estimate, and term of the commitment must be provided. Each analysis shall be based on data generated by an aerial topographic survey of the Landfill. At a minimum, the airspace and remaining capacity of the Landfill shall be expressed in the following or similar t erms: g ross remaining airspace (cubic yards of remaining airspace that includes final cover, refuse, daily cover and liner); effective remaining airspace (cubic yards of remaining airspace available for refuse and daily cover); and , net remaining airspace (cubic yards of remaining airspace available for refuse only).

In addition, the annual report of Landfill activity submitted to the City shall contain the date of the aerial survey flight, the methodology employed in the analyses, and the calculations performed to determine the airspace and remaining capacity.

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EXHIBIT D:

CORPORATE GUARANTY
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EXHIBIT E:

PERFORMANCE STANDARDS AND LIQUIDATED

DAMAGES
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MARCH 2025 Page E-1 Disposal Services Agreement, Exhibit E The following table lists the events that constitute breaches of the Agreement's standard of performance and warrant the imposition of Liquidated Damages. The table describes the incident(s) or event(s) that trigger Liquated Damages, the methods by which occurrences will principally be tracked by the Contractor or the City, and the dollar amounts of Liquidated Damages that the City may assess for the Contractor’s failure to meet the performance requirements specified in this Agreement. In the event that the City Contract Manager determines that the Contractor has failed to m eet the performance standard of this Agreement and described below, the City may assess Liquidated Damages pursuant to Section 10.6 of the Agreement.

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MARCH 2025 Page E-2 Disposal Services Agreement, Exhibit E

Event of Non-
Performance Definition Acceptable Performance
Level
Liquidated Damage
Amount
Failure to meet
vehicle turnaround
guarantees specified
in Section 5.2.6 of the
Agreement.

The Contractor shall operate the Approved Disposal
Facility such that vehicle turnaround times do not
exceed the maximum vehicle turnaround time
identified in Section 5.2.6 of the Agreement.

Twenty-five (25) Minute
Maximum
$100/Vehicle delayed.

Failure to receive
vehicles during
operating hours
specified in Section

5.2.3 of the
Agreement.

Failure of the Contractor to open the Approved
Disposal Facility to the Collection Company during
operating days and hours specified in Section 5.2.3
of the Agreement.

No acceptable failure level $500/Ton
Failure to provide
adequate Disposal
capacity.

Failure to provide adequate and guaranteed Disposal
capacity.

No acceptable failure level $1,000/Day
Failure of the
Contractor to achieve
regulatory compliance
performance
standards of Section

5.2.1 of the
Agreement.

For each Notice of Violation that any part of the
Contractor’s Approved Facility(ies) receives from any
regulatory body related to the Contractor’s
responsibilities as it pertains to operation of the
Approved Facility(ies) as outlined in this Agreement.

No acceptable failure level $5,000/Month or portion
thereof until the Notice of
Violation is resolved.

Timeliness of
submissions of
reports to the City
specified in Article 6
of the Agreement.

Failure to submit any report on time to the City (any
report shall be considered late until a correct and
complete report is received by the City).

Less than seven (7) calendar
days after the report’s due
date
$500/Day
Failure to make
records available
upon request.

Failure of the Contractor to make reports and records
collected and retained by the Contractor accessible
to the City or its authorized representatives within five (5) Business Days of making a records request.

No acceptable failure level $500/Day for each day that
the requested records are not
available to the City.

Failure of the
Contractor to provide
Failure of the Contractor to provide a complete and
accurate written response to the City’s request within
No acceptable failure level $500/ Day for each day that the requested information is
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MARCH 2025 Page E-3 Disposal Services Agreement, Exhibit E Event of Non-
Performance Definition Acceptable Performance
Level
Liquidated Damage
Amount
an accurate written
response to
information requested
by the City.
the timeframe specified in the Agreement (which
shall not be less than ten (10) Business Days if no
timeframe is specified in the Agreement).
late.

Failure of the
Contractor to Accept
Solid Waste delivered
by Collection
Company.

Inability of the Contractor to Accept Solid Waste at
the Disposal Facility for any reason other than an
Force Majeure Event as defined in Subsection 10.7.A
of the Agreement and per the provisions of Section

10.7 of the Agreement, and without prior
arrangement for use of an Alternative Disposal
Facility.

No acceptable failure level $500/Ton
Failure to report use
of the Alternate
Disposal Facility.

Failure of the Contractor to report use of the
Alternate Disposal Facility in the event of an
emergency.

No acceptable failure level $500/Load of material
Delivered to an Alternate
Disposal Facility without prior
notice to, and approval by,
the City.

Delivery to Non-
Approved Disposal
Facility
Each individual occurrence of delivering Solid Waste
to an Alternate Disposal Facility from the Approved
Disposal Facility (except in the event of an
emergency).

No acceptable failure level $500/Failure

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MARCH 2025 Page E-4 Post-Collection Agreement, Exhibit E

By placing designee’s initials at the places provided, each Party specifically confirms the accuracy of the statements made above and the fact that each Party has had ample opportunity to consult with legal counsel and obtain an explanation of the Liquidated Damage provisions of the time that the Agreement was made.

Contractor City
Initial Here:_________ Initial Here: _________

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EXHIBIT F:

CONTRACTOR’S PROPOSAL

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tes

Landfill Disposal Services

Landfill Disposal Services RFP

Submission Date: August 26, 2024

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Table of Contents

1. Cover Letter........................................................................................................ 1 A. Executive Summary ................................................................................................ 4 Best Value .......................................................................................................... 4 Our Values .......................................................................................................... 5 Local Leadership with National Support .................................................................. 6 Sustainability ...................................................................................................... 7 Safety ................................................................................................................ 7 Talent ................................................................................................................ 8 Climate Leadership .............................................................................................. 8 Communities ....................................................................................................... 8 Sustainability as a Platform for Growth ................................................................... 8 Renewable Energy ............................................................................................... 8 Electric Vehicles .................................................................................................. 9 Polymer Center ................................................................................................... 9 Environmental Services ...................................................................................... 10 B. Service Provider Description ............................................................................... 12 Local Presence .................................................................................................. 12

1. Business Structure ......................................................................................... 12 Our Promise ...................................................................................................... 13 Our Vision ........................................................................................................ 13 Sustainability .................................................................................................... 13 People .............................................................................................................. 13 Leadership ........................................................................................................ 13 Legal Entity ...................................................................................................... 14 Ownership ........................................................................................................ 14 Credit Rating ..................................................................................................... 14 Associations ...................................................................................................... 14 Certificate of Good Standing: Vasco Road Landfill ..................................................... 15 Corporate Data Sheet: Vasco Road Landfill ........................................................... 16

2. Qualifications ................................................................................................. 17 A. Experience ............................................................................................... 17 B. Key Personnel .......................................................................................... 17 Key Personnel Resumes: Vasco Road Landfill ........................................................ 18 Kevin Divincenzo, Area President ......................................................................... 18 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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Anthony Mann, Area Vice President ...................................................................... 18 Michael Hill, Area Manager Post-Collection ............................................................ 19 PRIMARY CONTACT: .............................................................................................. 19 Josh Mills, General Manager ................................................................................ 19 Dawn Fields-Gage, Operations Manager ............................................................... 21 Antonia Gunner, Team Environmental Manager ..................................................... 22 Civil Engineering ............................................................................................... 22 Subcontractors ..................................................................................................... 23 C. Past Performance Record ................................................................................ 23

1. Litigation and Regulatory Actions ................................................................ 23

2. Payment of Fines, Penalties, Settlements, or Damages .................................. 23 D. Labor Arrangements .................................................................................. 25 Republic Services Vasco Road, LLC and Warehouse Union Local 6, International Longshoreman Workers Union currently have a Collective Bargaining Agreement (CBA).

This agreement serves the purposes of collective bargaining for all full-time and regular part-time Heavy Equipment Operators, Laborers, Preventative Maintenance Technicians, Scale House Technicians, Mechanics and other employees engaged in the regular operation and maintenance of the site and equipment at the Vasco Road Landfill. ......... 25

3. Financial Information ...................................................................................... 26 Legal Name of Proposing Entity ........................................................................... 26 Entity Submitting Financial Statements ................................................................ 26 Years Incorporated and Doing Business ................................................................ 26 Names of Officers .............................................................................................. 26 Financial Overview ............................................................................................. 27 Financial Reporting ............................................................................................ 27 Bank & Credit References .................................................................................. 27 C. Technical Proposal .................................................................................... 29

1. Disposal Services ........................................................................................... 30 Facility: Vasco Road Landfill ................................................................................ 30 Site Map ........................................................................................................... 41 Regulatory Compliance ....................................................................................... 42 Regulatory Points of Contact ............................................................................... 42 ▪ Local Enforcement Agency ............................................................................ 42 Notices of violation and/or enforcement actions ..................................................... 43 Available Processing Capacity .................................... Error! Bookmark not defined.

Import Restrictions and/or Fees .......................................................................... 43 A. Facility Safety Plans ........................................................................................ 45 Safety Overview ................................................................................................ 45 Docusign Envelope ID: EE2CED66-A44D-4462-87C0-9EE7F6591B0A

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Think. Choose. Live.® ........................................................................................ 45 Employee 1-on-1 Program .................................................................................. 45 Safety Meetings & Training ................................................................................. 47 Safety Recognition Program ................................................................................ 47 Quality Control .................................................................................................. 47 Together for Safer Roads .................................................................................... 47 Focus 6 ............................................................................................................ 48 Vasco Road Landfill Safety Plan ........................................................................... 49

2. Exceptions to the Draft Agreements ..................................................................... 62 Landfill Disposal Agreement ................................................................................... 63

3. Cost Proposal Forms .......................................................................................... 62

4. Completed Forms .............................................................................................. 64 Attachment 4: Secretary’s Certification .................................................................... 64 Vasco Road Landfill ............................................................................................ 64 Attachment 5: Non-Collusion Affidavit ..................................................................... 65 Attachment 6: Iran Contracting Act Certification ....................................................... 66 Vasco Road Landfill ............................................................................................ 66

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1. Cover Letter September 11, 2024

Ms. Judy Erlandson
Interim Public Works Director
Public Works Department
3500 Robertson Park Rd.

Livermore, CA 94550

Subject: City of Livermore
Request for Proposal for Solid Waste Disposal Services

Dear Ms. Erlandson,

As the City of Livermore’s (City) current and longstanding solid waste disposal service provider, Republic Services Vasco Road, LLC (“Republic Services”) appreciates the opportunity to submit this proposal for solid waste disposal services. We have thoroughly reviewed the City’s Request for Proposals (“RFP”), the draft disposal agreement, all attachments, exhibits, addenda, and other documents relative to the RFP process. In addition, we have engaged our in-house experts to conduct all necessary due diligence to investigate and confirm the material facts upon which this proposal is based.

A few key elements highlighting our approach in responding to this RFP:
▪ Experience - Republic Services is one of the most experienced solid waste and recycling services provider in the nation, including the greater Alameda County area.

Republic Services has continued to provide exceptionally reliable post collection services as the preferred municipal partner to over 2700 municipalities across the country. ▪ Community Engagement - Republic Services is second to none when it comes to our community partnerships. Environmental responsibility is our business, but community engagement – sharing our expertise to make our planet better for all – is our passion.

We are excited to further expand our disposal and diversion-driven service offerings to the City’s ratepayers at our proposed facilities. Through newly developed drop-off programs and extended producer responsibility programs, Republic Services is best suited to assist our community members in the City’s service area with their disposal needs in a localized setting.
▪ Ethical Partners – Republic Services is proud to have been named to Ethisphere’s World’s Most Ethical Companies for the fourth year in a row. Republic is the sole recycling and solid waste services provider to be recognized as a global leader in defining and advancing standards for ethical business practices. ▪ Environmentally Superior – The Vasco Road Landfill meets and exceeds all the State of California’s landfill-related standards and regulations, as well as the U.S.

Environmental Protection Agency’s (USEPA) Resource Conservation and Recovery Act (RCRA) subtitle “D” standards. The landfill is sited in an area of superior natural features and engineered to provide an environmental safety net well beyond minimum regulatory requirements. In addition, the use of Vasco Road Landfill -- located within Alameda County and the City’s current service provider – is the environmentally superior disposal option because utilization of Vasco Road Landfill avoids the need for hauling solid waste to a more remote landfill site, reducing vehicle miles and greenhouse gas emissions.
▪ Industry Leader – Republic Services is ranked 1st industry-wide and in the top 10%, globally, by the Carbon Disclosure Project (CDP) for our impact reduction on climate

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▪ change. We are also the only solid waste company selected to the prestigious Dow Jones Index for Sustainability. Republic Services takes pride in our superior safety record that is 41% lower than the industry average.

I will serve as the key contact person for this project. The Authority may contact me directly by telephone: (510) 691-4337, by email: [email protected] or by mail:
901 Bailey Road, Pittsburg, CA 94565. The team and I have examined, understood, and agreed to the draft Disposal Services Agreements and conducted all due diligence necessary to confirm material facts upon which our proposal is based.

It is important to note that Republic Services has submitted pricing and a per ton disposal rate that is fully compliant with the terms and conditions of the RFP and Draft Disposal Agreement. However, Republic Services welcomes the opportunity to discuss cost saving opportunities and decreased tip fees via alternative agreement provisions, which may include:
▪ An evergreen (or auto-renewal) provision added to the initial base term in which either the City or the Contractor has the ability to discontinue during the life of the agreement.

For example, an initial 10-year base term and an auto-renewing 5-year extension. ▪ A minimum (floor) and maximum (ceiling) to the annual rate adjustment methodology; including a roll-over provision for any year in which the Bay Area CPI exceeds the determined annual ceiling percentage. For example, a X% floor and Y% ceiling to the annual CPI adjustment, where any percentage amount in which CPI exceeds the Y% ceiling would be rolled-over into the following year’s rate adjustment amount (still subject to the same ceiling in year thereafter).
▪ Special tip fee adjustment language that allows the Contractor to seek compensation from the City for investments that maintain regulatory compliance and industry best=practices for landfill management.
▪ Other contractual items to be explored and discussed by the City and Republic Services.

Republic Services proudly invites the City, and its consultants, to tour our state-of-the-art facilities. We stand behind this proposal with the commitment of providing strong support and assistance towards achieving the Authority’s diversion goals. I, the undersigned, am authorized to bind this company in contract with the Authority for the scope of services outlined in the RFP, and I look forward to the opportunity to continue serving your affiliated communities.

Respectfully,

Josh Mills
General Manager, Northern CA Post Collections Division
Republic Services Vasco Road, LLC d/b/a Vasco Road Landfill

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A. Executive
Summary
Republic Services is the national leader
in comprehensive environmental
services, currently partnered with more
than 2,000 municipalities to deliver
essential services while making
meaningful progress toward your
climate action plans.

Best Value
Republic Services is so much more than a
traditional hauler of municipal solid waste
and recycling. We know that by offering
differentiated products, services and
experiences designed to meet our
customers’ wants and needs, we drive
customer loyalty and customer satisfaction.

We continue to invest in and enhance our
customer-facing technology. We also use
our RISE technology platform for visibility
into our dispatch and collection operations.

This technology equips our dispatchers with
real-time routing information and enhanced
data visualization tools. This platform has
significantly increased connectivity with our
customers, offering them the ability to
“Track My Truck” – which also further
empowers our employees, improves
productivity and transforms our overall
operations.

We know our customers care about
recycling, and they have demonstrated a
willingness to pay for it. We continue to
make progress working with our municipal
partners in transforming recycling into a
more durable, economically sustainable
business model. Recycling is essential to our
sustainability platform, and we continue to
invest in the business for the long term.

Most evident is our innovation and
Republic Services is your low-risk,
best value partner
▪ Many employees live within The City of
Livermore limits.
▪ More than 10 years continuously serving
The City of Livermore
▪ Reliable ‒ 99.9% pickup rate
▪ Safer ‒ 35% fewer incidents than
industry average
▪ Environmental Responsibility ‒ #15 on
the 2023 Barron’s 100 Most Sustainable
Companies
▪ Owner and operator of the largest
hazardous waste disposal portfolio in
America
Figure 1. Your Low-Risk, Best Value Partner. Republic Services is proud to lead the industry in many key factors that make us your preferred partner for municipal recycling and waste services.

Strengths of our Company Benefits to Municipality

99.9% On-time reliability rate Happy community; fewer calls to city hall 35% safer than industry average Fewer incidents; safer community streets for children at play
Simple solutions for your community waste
and recycling needs
Easy access to solutions for the growing
number of waste streams
Recognized #15 on the 2023 Barron’s list of
100 Most Sustainable Companies
Peace of mind that you have a global leader
in sustainable initiatives as your partner
Most advanced, integrated Customer
Resource Centers in the industry
Hundreds of trained agents networked
together nationwide, organized in pods that
focus on your market
Web- and smartphone-based app for easy
access by community residents to relevant
information
Stronger communications, and ease of alert
and news dissemination
Robust community education and outreach Communities educated on recycling produce less contamination and greater diversion
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investment to develop the nation’s first
polymer centers, delivering the production
quality plastic polymers and olefins to
enable true plastic circularity, and capacity
to cover all of our operations in the country.

Our Values
Our company culture is anchored in 5 core
values, which guide us as we serve our
customers every day.
▪ Safe – We protect the livelihoods of our
colleagues and our communities.
▪ Committed to Serve – We go above
and beyond to exceed our customers’
expectations.
▪ Environmentally Responsible – We
take action to improve our environment.
▪ Driven – We deliver results the right
way.
▪ Human-Centered – We respect the
dignity and unique potential of every
person.

We believe that by adhering to these core
values, and constantly driving to improve on
them, we deliver superior service,
differentiate our company from the
competition, all while leading the industry as
the most sustainable partner for our
municipalities.

Figure 2. Five core values guide us as we serve our customers every day.

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Local Leadership with National
Support
Our local team is vital to the continued
successful delivery of this contract and its
daily operations. This team’s unique
combination of experience ensures quality
service for the duration of the contract. Our
local and area management teams have
extensive industry experience operating and
managing solid waste companies and have
longevity in the region. Because of this, we
are proactive in anticipating customers’
needs and adjusting to changes in the
markets. We also seek to implement the
best practices of our various business units
throughout our operations to continue
improving our operations and service to our
customers.

While our local business operation is fully
empowered and accountable for delivering
on our commitments, they are also backed
by the support and breadth of our area and
corporate leadership teams, capable of
amassing expertise and support to assist or
respond to any challenge. An example of
this benefit to you is the response
capabilities during times of crisis, such as
COVID-19 and natural disasters. In times of
challenges like this, our area and corporate
teams activate to ensure our people are safe
and our assets are operational, so we can
return to normal operations quickly. This is
a considerable benefit and risk mitigation to
The City of Livermore that many other
providers in the industry are unable to stand
behind.

Figure 3. Local team with a national network. Republic Services delivers essential services and Emergency Response in almost every state in North America.

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Sustainability
The breadth and scope of our sustainability
platform is earning noteworthy recognition.

From products that create solutions for our
customers to an industry-leading safety
program, and a fleet that reduces its carbon
impact, to landfills that generate renewable
energy, we are Sustainability in Action™.

Sustainability contributes to a cleaner world,
while also providing opportunities to
improve brand awareness, increase
customer loyalty, grow our business,
motivate our employees and differentiate
Republic Services from our competitors.

We are guardians of our environment and
have a big responsibility to it. We lead by
example, working diligently to decrease our
vehicle emissions, create innovative landfill
technologies, generate and use renewable
energy, and cultivate community
engagement and employee growth
opportunities. We are privileged to serve
millions of customers nationwide. Republic
Services’ multifaceted sustainability platform
revolves around four elements: Safety,
Talent, Climate Leadership and
Communities. These elements are around
which we’ve built our 2030 Sustainability
Goals.

Safety
We prioritize safety above all else. When
people feel safe, they can fully participate
every day in the opportunities that are
available to them.

Republic Services has a consistently low
occurrence of incidents and accidents and is
known for our strict focus on safety and
corresponding best in industry, multi-
faceted, and well-organized safety program.

Republic Services has a 35% lower than the
average industry incident rate based on
OSHA recordable data. Employees, the
Figure 4. Our 2030 Sustainability Goals encompass Safety, Talent, Communities and Climate Leadership

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public and rate payers all benefit from
Republic Services’ dedication to safety. We
have been, and will continue to strive to be,
the safest waste services company in
America.

Talent
Engaged employees are the greatest
indicator of our success. We provide ongoing
job training, growth and development
opportunities for our employees at every
level. We are invested in them and continue
to look for meaningful ways to demonstrate
our appreciation for the hard work and
dedication they show every day. Our active
inclusion and diversity efforts work to
ensure everyone can bring their best selves
to work each day.

Republic Services’ local offices are staffed
with a committed team of several hundred
professionals who take personal
responsibility for serving customers with
care. Republic Services is also an industry
leader providing the strength of our national
network, decades of experience, diversified
capabilities and expertise serving clients of
all sizes — including, proudly, the The City
of Livermore.

Climate Leadership
In 2017, Republic Services announced its
Sustainability Platform and from it our 2030
Sustainability Goals were born. These
ambitious goals help us strive to do best by
our environment, keep us accountable to
responsible disposal and help us benchmark
our successes. Republic Services is a proud
member of the Dow Jones Sustainability
Indices, and most recently was named in
Barron’s “100 Most Sustainable Companies”
in 2023.

Communities
We are dedicated to being a good neighbor
in the communities in which we live and
work. This includes investing back into our
communities through customer
engagement, philanthropic giving,
volunteerism, environmentally responsible
infrastructure, and operating in our markets
at the highest standards.

Republic Services’ community engagement
plan is based on the needs of the
community-based organizations and civic
and business entities of The City of
Livermore. Republic Services has a track
record of giving to and spending in The City
of Livermore’s service area.

Sustainability as a Platform
for Growth
Our commitment to sustainability includes
major investments in the future of our
planet. We are actively innovating and
driving the industry in new directions, which
ultimately will transform ways in which the
recyclable materials in America achieve
circularity, as well as dramatic reductions in
emissions attributed to landfills and fleet
vehicles. Four relevant examples of this
commitment and industry leadership are
outlined below and are directly related to
the third-party recognition and awards that
we continue to receive.

Renewable Energy
Our landfills around the country safely and
responsibly handle our customers’ waste.

These sites also provide a lesser-known
benefit to the communities we serve –
they’re producing renewable energy.

When organic waste breaks down in a
landfill, the natural process creates biogas,
which consists largely of methane. We
capture this gas though collection systems,
and, for many years, have utilized it to
generate energy. Our legacy landfill gas-to-
energy (LFGTE) projects produce electricity
for the public utility grid.

Today, demand for renewable energy is
being driven by efforts to decarbonize and
reduce emissions, so our focus has shifted
to production of renewable natural gas
(RNG). RNG can be used for a variety of
applications to displace conventional gas
from fossil fuels. As a transportation fuel, it
can reduce emissions up to 70%, which has
made it highly valued in the marketplace.

To help meet this rapidly growing demand,
we recently announced a joint venture with
Archaea Energy/bp to develop 40 landfill
RNG projects across 19 states. This venture
is the nation’s largest RNG portfolio build-
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out to date, offering both environmental and
economic sustainability.

Once fully operational, these projects are
expected to generate approximately 12.5
million MMBtu of RNG annually – equivalent
to the average annual natural gas usage of
nearly 200,000 residential customers in the
U.S. We already are involved with 69 LFGTE
projects around the country, and these
additional deployments give us scale to
make a significant climate impact directly
from our operations.

Once all 40 projects are online in 2027, we
anticipate capturing and beneficially reusing
70% of our total landfill gas and making
significant progress toward our Renewable
Energy goal.

Electric Vehicles
Creating a more sustainable world means
reducing emissions across our operations
and in the communities we serve. That’s
why Republic Services has made an
industry-leading commitment to fleet
electrification.

Recycling and waste collection is especially
well-suited for electrification. Collection
trucks drive short and consistent distances,
operate at slower speeds, make hundreds of
stops throughout the day and return to a
base where they can recharge overnight.

Electric vehicles (EVs) also offer a superior
customer experience, with cleaner and
quieter operations in the neighborhoods we
serve.

Our first electric trucks are powered by the
public utility grid. Even in states with the
highest grid carbon intensities, EVs have
significant greenhouse gas benefits over
diesel vehicles. Batteries and electric motors
are incredibly efficient at converting energy
to propulsion – and, combined with
regenerative braking, our electric collection
trucks are three to four times more fuel-
efficient than a diesel truck.

In 2021, Republic began operating our first
regular collection routes with electric trucks.

In Idaho, three EVs are collecting
commercial recycling, and we have two
more EVs operating in North Carolina. These
EVs are already delivering economic as well
as environmental benefits, with lower fuel
and maintenance costs in addition to zero
carbon emissions.

In 2023, we announced a partnership with
Oshkosh, in which we collaborated on the
design for the first frame-up electric vehicle
platform. The platform offers 30% more
room in the cab of the vehicle for the driver,
because there is no engine under the cabin.

Additionally, the platform has state-of-the-
art safety features, which positions it well to
serve the communities where we live and
work.

We expect the pace of our electric truck
rollout to accelerate in future years, and
plan to electrify a significant portion of our
fleet by 2030.

Polymer Center
Plastics circularity has traditionally been a
challenge in the recycling industry. While
many people do their best to recycle, what’s
not broadly understood is the lifecycle
potential of different recycled materials.

While an aluminum can is generally recycled
back into a new can, a water bottle or
detergent jug is more likely to be remade
into products such as textiles, carpet or
construction pipe instead of a new bottle or
jug. These “downcycled” products have few
options for further recycling, so their
lifecycle tends to be finite – not circular.

But demand is growing for recycled plastics
that can be reused in consumer packaging,
and the current supply is not keeping up.

Republic Services wants to keep plastic
packaging in the circular economy.

We have an innovative solution: the
Republic Services Polymer Center, the
nation’s first integrated plastics recycling
facility. This will enable us to manage the
plastics stream through an integrated
process from curbside collection of
recyclable material to production and
delivery of high-quality recycled content for
consumer packaging. The facility is designed
to directly address increasing demand from
consumer brands and packaging
manufacturers for recycled plastic, driving
value for recovered resins and enabling
greater circularity.

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Our first Polymer Center opened in Las
Vegas in 2023 to process plastics from
Republic’s recycling facilities in the West,
with three to five additional sites planned to
provide nationwide coverage in the future.

These sites will help recover a greater
volume of valuable plastics, expand the
materials accepted for recycling in some
communities and help support our Circular
Economy goal.

Environmental Services
In May 2022, Republic Services acquired US
Ecology, a leading provider of environmental
solutions, offering treatment, recycling and
disposal of hazardous, non-hazardous and
special waste.

This acquisition complements our previous
acquisitions of ACV Enviro and ECOFLO, in
late 2021, and enables Republic Services to
provide customers with the most complete
set of product offerings across the
environmental services space.

US Ecology adds a national platform of
difficult-to-replicate assets and talent to
Republic Services. This includes adding nine
specialty waste landfills with five hazardous
waste landfills, 16 RCRA permitted TSDFs,
seven wastewater treatment facilities, and
more than 100 environmental services field
locations including treatment and recycling
centers.

Customers with multiple recycling and waste
service needs value the ability to consolidate
services with a single partner who has a
successful track record of safety, compliance
and environmental responsibility.

These important new service capabilities
added to the Republic Services portfolio
mean that we can now safely and
responsibly manage more of the non-
standard waste collection and processing
tasks that are critical to all municipalities
across the country. Residential customers
can enjoy drop-off or collection programs for
household hazardous waste, electronics,
universal waste or medical sharps.

Commercial and industrial customers can
now expand their collection program to
include vacuum cleanout services, collection
of oils or solvents, or other unique materials
that come from the business or
manufacturing process.

Figure 5. Recognition supports our approach. Engaged employees and leadership make Republic Services an employer of choice.

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Lastly, municipalities can now enjoy a single
partner that can step in to support cleanups
of abandoned waste, homeless
encampments, drug labs seized by police, as
well as emergency response from spills,
remediation, or natural disasters.

For example, the Republic Services team
was at the forefront of cleanup efforts after
an oil spill off Southern California’s coast in
October 2021. A third party’s pipeline
ruptured, resulting in more than 125,000
gallons of crude oil washing ashore. When
called into service, we quickly mobilized 250
people who worked to support recovery
efforts including the collection, transport and
disposal of oil-soaked waste.

We are excited to be your best value
partner, because we know the company we
will continue to become during the term of
your contract and beyond.

Figure 6. Emergency Response Services – we were at the forefront of cleanup efforts after an oil spill off Southern California’s coast in October 2021.

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B. Service Provider
Description
Republic Services is a national leader in
environmental services, delivering
essential services to more than 2,000
communities, and 13 million customers.

Local Presence
For decades, Republic Services has
partnered with municipalities, residents and
businesses to provide solid waste, recycling,
yard waste, and bulky item collection
services.

Republic Services serves the communities
our employees live within. In fact, as a
community partner, we employ hundreds of
people within Alameda County.

We place great importance on talent and
recognize that our employees are our most
important asset. Republic Services
endeavors to provide the very best working
conditions, including a safe environment,
competitive pay and benefits, and many
opportunities for personal and professional
growth. In fact, many of our supervisors and
managers began their careers at Republic
Services as drivers, landfill operators or
technicians.

1. Business Structure
Republic Services is an industry leader in
environmental services, recycling and waste.

With the acquisition of US Ecology in 2022,
we can now offer customers the most
Republic Services invests in our
communities by continuing to provide
customers with safe, customer-
service-focused solutions.
▪ Municipalities that partner with Republic
Services typically renew or extend their
contracts about 90% of the time. We’ve
had some partnerships for longer than
50 years.
▪ Our 16,000 drivers execute more than
5M pickups/day nationwide.
▪ Republic Services Charitable Foundation
gives back to communities through our
National Neighborhood Promise and
community-based grant programs.

Figure 7. Company History. Today’s Republic Services is the product of three former industry leaders in recycling and solid waste, and the 2022 addition of three prominent leaders in environmental services.

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comprehensive set of products and services
available from a single company.

With 39,000 employees and 16,000 trucks
on the road, we operate the fifth largest
vocational fleet, and we’re able to serve
customers throughout the nation and
beyond. Our extensive infrastructure
includes 198 active, modern landfills and 71
recycling centers.

In addition to our daily operations, we have
our eyes on the future, currently operating
77 landfill gas and renewable energy
projects, and we’re adding 39 more in a
joint venture with Archaea Energy/bp in the
next decade.

Our Promise
Sustainability in Action™ is our promise
and it’s more than just a promise for us. It’s
who we are and what we do. As an
environmental services leader, we make a
commitment to operate in the most
responsible way possible. We’re not waiting
for tomorrow; we’re doing the hard work of
sustainability today, within every facet of
our business.

Our Vision
Republic Services’ vision is: Partnering with
customers to create a more sustainable
world. This vision is intentionally ambitious
and demonstrates our commitment to
achieve real sustainability. We also partner
with customers to help them follow through
on their commitments and responsibilities.

Sustainability
At Republic Services, we are dedicated
environmental stewards entrusted to
properly handle materials every day by
driving increased recycling, generating
renewable energy and helping our
customers be more resourceful. Republic
Services leads by example, working
diligently to improve our relationship with
the environment and society through
decreased vehicle emissions, innovative
landfill technologies, use of renewable
energy, community engagement and
employee growth opportunities.

Sustainability contributes to a cleaner world,
provides opportunities to increase customer
loyalty, grows our business, motivates our
employees and differentiates Republic
Services from our competitors.

People
Our people are the center of our success.

Attracting, developing and engaging the
best talent is critical to our success.

Whether it’s through our dedication to
safety, robust learning and talent
development programs or expanding our
diversity and inclusion initiatives, we are
committed to making Republic Services an
employer of choice where the best and
brightest come to work.

Leadership
Republic Services’ operations are expansive
in scope and network but local in operations
and service. The dynamics and opportunities
differ in each of our markets.

Our national presence allows us to identify
and incorporate best practices that drive
greater overall operating efficiency across
the company while maintaining day-to-day
operating decisions at the local level, closest
to the customer. We manage our operations
through 12 geographic operating areas,
consisting of multiple business units and
divisions that each provide recycling and
waste collection, transportation and disposal
services.

Your landfill disposal contract will be
executed locally, by our seasoned team
located at Keller Canyon Landfill. This team
Figure 8. Environmental Responsibility. We
believe there will always be more we can do to
enhance our sustainability efforts, and, in the
process, strengthen our business.

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is fully empowered within our company
structure to serve you. This local team has
the backing and support of corporate staff.

Legal Entity
Entity Name: Republic Services Vasco
Road, LLC
Entity Type: Stock Corporation – CA –
General
Registration Date: 1/27/2000
Ownership
Republic Services, Inc. is a publicly traded
company on the New York Stock Exchange
(NYSE symbol: RSG).

The following figure shows information as of
March 2024 with respect to the ownership of
common stock by shareholder who is known
by Republic Services to own more than 5
percent of our outstanding common stock.

Republic Services does not have any
creditors who are owed a debt greater than
10% of the company’s total assets.

Credit Rating
Republic Services, Inc. has an “investment-
grade” rating.

Associations
Republic Services is a member of the
following associations. Our employees are
actively engaged in these organizations and
serve on the board of directors and/or are
elected officers in many cases.
▪ National Waste & Recycling Association
(NWRA)
▪ National Waste & Recycling Association
(NWRA)
▪ Solid Waste Association of North
America (SWANA)
▪ Environmental Research and Education
Foundation (EREF)
▪ United States Green Building Council
(USGBC)
▪ Public Affairs Council
▪ U.S. Conference of Mayors, Solid Waste
Advisory Council
▪ National League of Cities (NLC)
▪ International City Managers Association
(ICMA)
▪ International Facility Managers
Association (IFMA)

Figure 9. Ownership beyond five percent
Name of Owner Percent Owned
Cascade
Investment, LLC 34.9%
BlackRock, Inc. 6.3%
The Vanguard
Group, Inc. 5.8%
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Certificate of Good Standing:

Vasco Road Landfill

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Corporate Data Sheet: Vasco
Road Landfill

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2. Qualifications
Our operations are run locally by seasoned
industry veterans and are backed by their
Area and Corporate leadership team's
experience and strength.

Republic Services is structured along
functional lines, which allows for local
decision-making by managers with direct
responsibility and experience relevant to the
contract operations. They are knowledgeable
of local collection and post-collection
processing activities and are supported by
the extensive resource recovery technical
expertise and financial strength of our
parent company Republic Services, Inc.

Our in-house training, personnel
advancement, recruitment programs, and
workforce development are some of the
most comprehensive in the industry,
enabling us to attract and retain the most
highly qualified, dedicated, and experienced
professionals in the business today.

Figure 7 provides an overview of the team
responsible for managing the services
provided under this agreement.

A. Experience
For over 50 years, Republic Services has
partnered with municipalities, residents, and
businesses throughout Northern California,
providing collection, disposal, and
processing services.

Our local and area management teams have
extensive industry experience in operating
and managing solid waste companies and
have substantial experience in the greater
Sacramento region. This allows us to
respond and meet your needs quickly while
staying in touch with the Authority staff and
Member Agencies. Our strong area
management team will enable us to
effectively and efficiently drive initiatives
that help ensure consistency across the
organization. Our area team has extensive
authority, responsibility, and autonomy for
operations within Northern California.

B. Key Personnel
Our local business operations are fully
empowered and accountable for delivering
on our commitments to our customers. They
are also backed by our area and corporate
leadership teams' support and breadth,
capable of massing expertise and corporate
might to assist or respond to any challenge
during the contract term. An example of this
benefit to the Authority is our response
capabilities during crises such as
earthquakes, wildfires, or other disasters.

Our team brings unrivaled experience
in landfill management
▪ We provide jobs to over 36,000 people
nationwide
▪ Relentless in our focus to foster a
culture of inclusion and diversity
▪ Proud to have some of the best and
safest heavy equipment operators in the
business
▪ Republic’s We Work for Earth and
SheDrives initiatives were recognized for
adding more diversity into every part of
our recruitment process
Figure 10. Organizational Chart. The organization chart outlines the Team who will manage the process through contract implementation.

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Key Personnel Resumes: Vasco
Road Landfill

Kevin
Divincenzo, Area
President
2125 Oak Grove Rd, Suite 110
Walnut Creek, CA 94598

[email protected]
(330) 623-1629
Kevin Divincenzo has over 13 years of
experience in the solid waste industry, all
with Republic Services, and oversees the
strategic and operational direction for the
West Area, including Northern California and
Las Vegas, Nevada. He is responsible for
managing over 3,000 employees in the 45
solid waste divisions which include 9
landfills, 14 transfer stations, 3 recycling
centers, 3 composting facilities, 1 anaerobic
digestion plant, 1 sustainability pig farm,
and 1 railyard. His area generates 1.5 billion
in annual revenue with a focus on strategic
integrated growth.

With Republic Services, Kevin has managed
an increasingly large number of operating
subsidiaries and successfully managed
growth related to expansion of services with
municipalities, acquisitions, and the roll-out
of new service packages. This success has
been largely based upon his ability to define
the goals necessary to complete a task and
assembling a team of individuals that will
carry out the program's requirements.

Through his experience with Republic
Services, Kevin has become very familiar
with jurisdictions' issues and the need to
identify a company able to provide reliable
and cost-effective collection, processing, and
disposal services.

Job Description:
▪ Provide senior-level leadership for the
West Area through a group of General
Managers and an infrastructure team
responsible for Sales, Operations,
Finance, Human Resources, Safety and
Environmental Compliance, and
Environmental Engineering.
▪ Collaborate with the Area Vice Presidents
to develop the Area’s overall operational
budget, strategic operating plan and
business strategy to complement the
Company’s overall strategic and
operating plan; champion the execution
of the strategic plan and tactical
initiatives within the Area to maximize
the customer experience, growth and
durability.
▪ Drive the strategic and tactical business
plans within the Area, including the sales
plan, allowing General Managers and
other Business Unit leaders to execute
against the operating plan to achieve or
exceed the Area’s budget and strategic
plan to grow the business, achieve
customer experience goals, and meet or
exceed service business objectives.
▪ Execute the Company’s mission, vision,
and values within the Area.
▪ Develop a best-in-class team and
effectively manage performance and
talent development; drive best-practice
sharing across the Company as
appropriate.
▪ Identify and develop key external
alliances that will deliver complete
customer solutions.
▪ Build and maintain strong and effective
relations with relevant government,
community, and environmental groups.

Anthony Mann,
Area Vice
President
2125 Oak Grove Rd, Ste 110
Walnut Creek, CA 94598

[email protected]
(925) 357-0479
Anthony Mann is the Area Vice President for
our Northern California markets and
oversees a $600MM P&L across five business
units (including CCTS and Keller Canyon).

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Anthony’s focus is on building operations
expertise and improving operations
performance in assigned collection/hauling
Divisions within the Area. He also works
with field operations to ensure durability of
standards and processes and plays an
essential role in building the capability of the
field teams to consistently execute on
business plans and budgets, ensuring an
optimal customer experience for Republic’s
customers. Prior to joining the Republic
team, Anthony spent 20 plus years in
progressing leadership roles in the consumer
goods industry.

Michael Hill, Area
Manager Post-
Collection
2125 Oak Grove Rd, Ste 110
Walnut Creek, CA 94598
[email protected]
(925) 232-2919
Michael Hill is our lead landfill operations
and maintenance resource in the State of
California. He has extensive experience
dating back to 1990 where he was the first
operator hired at Keller Canyon Landfill
(Pittsburg, CA) when the site opened. After
spending a decade operating every piece of
machinery at the site, Michael moved into
the Operations Manager position overseeing
the entire operation at Keller Canyon. In
2012, Michael was promoted into a Division
Manager role where he oversaw Keller
Canyon, Vasco Road Landfill (Livermore, CA)
and Contra Costa Transfer Station (Martinez,
CA). In 2019, Michael was promoted to the
Area Post Collection Manager role where he
oversees the operations and maintenance
programs for 7 landfills and 13 Transfer
Stations in California. Michael has operated
every type of machine within the footprint of
a landfill, as well as planned and executed
on operations and maintenance metrics for
some of the largest landfills within Republic
Services. He is an invaluable asset to the
organization, but more importantly to the
communities surrounding our facilities.

Job Description:
▪ 15 years, of a 30-year career, with zero
accidents or injuries at the sites within
his scope of responsibilities.
▪ Prideful of “good neighbor”
responsibilities. Built many relationships
with community members living near his
sites including fielding phone calls from
neighbors, giving site tours, passing out
hams and turkeys during the holidays,
and sponsoring local little league sports
teams.
▪ Member of an audit team within Republic
Services who travels to landfills within
the company and conducts “World Class”
reviews. The team compares operation
and maintenance performance at the
respective landfills to Republic Services
World Class Audit standards. Michael
was handpicked by senior leadership to
be a part of this audit team.
▪ Cross-functional collaborator, engaged in
the annual engineering budget process
for landfills in our Area, entrenching
himself into the engineering CAPEX plan
for the coming year to ensure Operations
is aligned with overall capital planning.
▪ Manager of Landfill Operations (MOLO)
Certified
PRIMARY CONTACT:

Josh Mills,
General Manager
901 Bailey Road
Pittsburg, CA

[email protected]
(510) 691-4337
Josh Mills brings over fifteen years of
experience in landfill environmental &
operations management at some of the
most notable and highly publicized landfills
in the state of California. Josh has accepted
several roles in our organization tasked
specifically with bringing our largest and
most active landfills back to a healthy

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state. He joined the company in 2016 after
spending roughly 8 years with Geo-Logic
Associates as the lead Environmental
Manager at the Newby Island Landfill in
Milpitas, CA. Within the footprint of this
landfill includes a composting operation
(aerated static pile), C&D processing,
mulching operation, a large single-stream
recycling center and our hauling company
that services the City of San Jose’s
commercial and industrial customers. The
site is roughly 1 mile from a heavily
populated area in Milpitas. Josh met
quarterly with the Newby Island South Bay
Odor Stakeholders Group to present
community, government officials, and
regulating bodies with informational updates
regarding ongoing and future projects to
improve odor abatement systems at the
facility. The achievements Josh led the site
through are too robust to detail here, but in
summation, Josh was the recipient of the
National 2016 and 2017 Environmental
Managers’ Relentless Award, a very
prestigious award given to our top
Environmental Manager in the company.

Because of his success at Newby Island,
Josh was promoted to the Team
Environmental Manager at Sunshine Canyon
Landfill in Sylmar, CA, a site that is
accepting roughly 10,000 tons per
day. Josh moved to Southern California in
2018 and was tasked with one
objective: Manage the site through an
Abatement Order issued by the South Coast
Air Quality Management District and get the
landfill back to a healthy state. Josh rolled
his sleeves up and worked tirelessly with the
site, the air quality district, city and county
officials, and community members near the
landfill. The margin of error was very thin,
but Josh and his team (4 onsite
environmental managers) were successful in
getting the abatement order lifted in 2020
without restrictions. Josh partnered with a
Team of highly technical Engineers,
Construction Superintendents and
Operational and Maintenance Supervisors to
design, install and operate one of the largest
landfill gas collection and control systems in
the Country collecting over 19,000 scfm of
landfill gas. Worked vigilantly with the gas
design team (SCS) to develop innovative
ideas to optimize gas collection; and
Coordinated with the Site Team to collect
gas in active fill areas without inhibiting the
operational flow.

Because of the wonderful work Josh has
done at both Newby Island and Sunshine
Canyon, he was promoted to the Area
Environmental Manager in the West Area,
responsible for environmental compliance at
all of our sites in our Area, including the 8
landfills within our portfolio. As the Area
Environmental Manager, Josh was
responsible for building and justifying an
Engineering budget for the entire area.

Accordingly, Josh managed an annual capital
infrastructure budget of over $60M and an
expense budget of $20M. Josh also led a
Team of 8 Environmental Managers, 6
Environmental Specialists and 4
Environmental Technicians located at
various sites throughout the west area.

In 2022, Josh was promoted to General
Manager for one of the largest and diverse
Business Units in the Area’s portfolio. The
business unit is made up of four divisions
consisting of two landfills, a transfer station
and hauling company. Due to the wonderful
leadership Team, this business unit is very
close knit and works well together, even
working through temporary permit
exemptions to achieve customer’s goals.

Since starting in this position, Josh has
worked closely with the Environmental
Manager and HQ to come up with
sustainable disposal outlets for leachate at
both the Keller Canyon and Vasco Road
Landfills. Partnering with Ameresco, Keller
Canyon Landfill has recently completed the
construction of a renewable natural gas
plant including a 2-mile long pipeline that
will carry the gas collected from the landfill
to PG&E’s natural gas distribution main.

Josh has also worked on multiple grants,
sponsorships and events for non-profit
organizations within the community.

Select Job Experience:
▪ Managed the construction and Water
Board certification of Subarea 16A at
Newby Landfill, which included
excavation to base grade which was 40
feet below sea level and implications
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with an unprecedented clean closure
event. Regardless of this event, the cell
was approved on schedule.
▪ Met quarterly with the Newby Island
South Bay Odor Stakeholders Group to
present community, government
officials, and regulating bodies with
informational updates regarding ongoing
and future projects to improve odor
abatement systems at the facility.
▪ At Newby, oversaw the design and
installation of over 5,000 linear feet of
large diameter vacuum conveyance
header, multiple 24 feet deep dual
contained condensate sumps, extensive
liquid extraction infrastructure and 50
new extraction wells to meet compliance
deadlines and increase the gas
capabilities from approximately 3,800
standard cubic feet per minute (SCFM)
to 5,700 SCFM over the intermittent
project duration of one year.
▪ Project manager for the stability buttress
project at Sunshine Canyon Landfill
which required the excavation of roughly

2.2 million cubic yards of unstable
geologic soil formations and the
installation of 1.3 million cubic yards of
engineered fill.
▪ Lead a Team of highly technical
Engineers, Construction Superintendents
and Operational and Maintenance
Supervisors to design, install and
operate one of the largest landfill gas
collection and control systems in the
Country collecting over 19,000 scfm of
landfill gas. Worked vigilantly with the
gas design team (SCS) to develop
innovative ideas to optimize gas
collection; and Coordinated with the Site
Team to collect gas in active fill areas
without inhibiting the operational flow.

Dawn Fields-
Gage,
Operations
Manager
901 Bailey Road
Pittsburg, CA

[email protected]
(925) 504-8256
As an Operations Manager for Republic
Services Dawn Fields Gage has twenty-five
years of California landfill and transfer
station experience. Dawn has worked at
multiple solid waste facilities in overly
complicated regulatory environments,
including 4-landfills in the Bay Area. Dawn
has a proven track record of operating safe,
compliant and highly efficient operations.

Her passion is people, and when working
with the frontline, Dawn’s knack for
leadership really shines. At Keller, she has
collaborated closely with the Team for over
18-years and has built a strong working
relationship with them. This has enabled her
to make quick and effective operational
changes to accommodate customer needs
and keep the landfill operating smoothly
even during times of inclement weather or
peak load times.

Dawn works closely with landfill gas
collection and control experts to develop and
operate a landfill gas to energy plant where
gas is used to fuel two generators and
create enough electricity to power over 2k
homes. She is also commissioning the first
of its kind Renewable Natural Gas (RNG)
facility that will be the first to convey
recovered landfill gas to a utility (PG&E)
pipeline in the state for customer
distribution.

The effort Dawn puts into her day-to-day
shows up clearly in the site metrics. As a
result of her planning for customer
experience, Keller has one of the shortest
customer turn times of any landfill in the
area. As a result of her cover practices, less
stormwater is permeating into the landfill

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and converting to leachate. As a result of
her connection with the Team and focus on
safety, there has not been any turnover in
5-years at Keller and very few minor safety
incidents to speak of.

Keller is a Best-in-Class Landfill and much of
it is due to Dawn’s leadership and passion
for the Team. Dawn’s human centered
mentality adds to her leadership skills which
helps her drive Republic’s mission statement
of creating sustainable solutions in a positive
work environment. She believes in her
team’s success and strives daily to protect
people and the planet.

Antonia
Gunner, Team
Environmental
Manager
901 Bailey Road
Pittsburg, CA
[email protected]
(619) 449-9579
Antonia Gunner is currently the
Environmental Manager for Keller Canyon,
Vasco Road, and multiple other transfer
stations and hauling companies throughout
the area. Antonia has been with Republic
Services for seven years. She started as an
Environmental Specialist in San Diego for
two years where she oversaw the transfer
stations, hauling companies, and closed
landfills. She then moved to Los Angeles
where she oversaw environmental
compliance of the Los Angeles/ Orange
County facilities. During this time, she
completed her MBA from SNHU. In her
current role Antonia oversees groundwater,
hazardous materials, and stormwater
compliance. She also manages the facility
projects that consist of new cells for the
landfill and Gas Collection and Control
System upgrades each year.

Civil Engineering
For civil engineering-related tasks, including
engineering calculations, drawings,
specifications and designs associated with
the Vasco Road Landfill, Republic Services
will engage, Geo-Logic Associates, Tetra
Tech, SWT Engineers and SCS Engineers.

Republic Services will partner with SWT
Engineers for capacity/density calculations
and civil/planning designs.

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Subcontractors
At the time of submitting this proposal,
Republic Services does not currently utilize
nor anticipate procuring any subcontractors
to perform the duties/requirements
associated with the scope of work outlined
by the draft Disposal Agreement between
the Authority and Republic Services.

C. Past Performance Record

1. Litigation and Regulatory
Actions
Please see any disclosures included on the
following page.

2. Payment of Fines,
Penalties, Settlements, or
Damages
Please see any disclosures included on the
following page.

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Vasco Road Landfill Enforcement History

Litigation Disclosure Report

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D. Labor Arrangements
Republic Services offers a safe, respectful,
and rewarding workplace for our employees
and provides the best training and safety
programs in the industry.

Republic Services focuses on maintaining a
positive and professional relationship with
its workforce through continuous training
and consistent communication. We utilize
this approach with both our represented and
non-represented employees.

We negotiate fairly with our labor unions,
carefully balancing the needs of the
workforce with the cost to provide service
and the ultimate impact it will have upon the
municipality we are partnering with.

Republic Services works tirelessly with our
labor partners to ensure labor peace and,
although the parties do not always agree,
both sides work respectfully and relentlessly
to reach an expeditious resolution.

Republic Services will commit to The City of
Livermorethat the organization will take
every reasonable measure to avoid a labor
dispute or labor unrest during the term of
the collection services agreement.

In the unlikely event of a labor dispute or
unrest, Republic Services will immediately
implement a plan to minimize the impact to
The City of Livermore by utilizing our
expansive network of local facilities,
equipment and people to ensure there is
minimal disruption
Republic Services Vasco Road, LLC and
Warehouse Union Local 6, International
Longshoreman Workers Union currently
have a Collective Bargaining Agreement
(CBA). This agreement serves the purposes
of collective bargaining for all full-time and
regular part-time Heavy Equipment
Operators, Laborers, Preventative
Maintenance Technicians, Scale House
Technicians, Mechanics and other employees
engaged in the regular operation and
maintenance of the site and equipment at
the Vasco Road Landfill.

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3. Financial Information
Financials and Other Requested
Information
Republic Services is among the leading
recycling and waste services companies in
the United States, with the financial strength
and stability to exceed The City of Livermore
Livermore expectations for the duration of
the contract and beyond.

Legal Name of Proposing
Entity
As stated in the Transmittal Letter, the legal
proposing entity which would sign the
awarded Franchise Agreement is Republic
Services Vasco Road, LLC, a stock
corporation and wholly owned subsidiary of
Republic Services, Inc., is the US-specific
form of a stock corporation. Services will be
provided by Vasco Road Landfill dba
Republic Services.

Entity Submitting Financial
Statements
Financial information submitted in
connection with this proposal and any
forthcoming Agreement will be that of
Republic Services, Inc., a publicly traded
company on the New York Stock Exchange
(NYSE: RSG). Summary financial
information included in this section is for
Republic Services, Inc.

Years Incorporated and Doing
Business
Consolidated was incorporated in 1989 as
indicated in the Corporate Data Sheet and
has been operating continuously as the
same legal entity since that time. However,
Republic Services, through its legacy
companies, has been providing solid waste
services in Northern California for over 100
years.

Names of Officers
The names of all officers for Vasco Road
Landfill is provided in the Corporate Data
Sheet.

Corporate and Local
Headquarters
Corporate Headquarters:

Figure 11. Republic Services’ Identifications, Classifications and Ratings Republic Services Identifications, Classifications and Ratings Federal Employee Identification Number 65-0716904
Dun’s Identification Number 61342862
U.S. Dept. of Labor (SIC) Code 4953 – Sanitary Services / Refuse Systems North American Industry Classification System
(NAICS) - Primary
562212 – Solid waste landfills combined with
collection and/or hauling of waste materials
North American Industry Classification System
(NAICS) – Secondary
562111 – Solid waste collection
562920 – Material Recovery Facilities
562920 – Other non-hazardous waste treatment
and disposal
Standard & Poor’s Identification Number and
Rating
(TIN): 13-1026995
BBB+
Moody’s Identification Number and Rating (TIN): 13-3998945 Baa3
Fitch’s Identification Number and Rating (NRSRO): 3235-0625 BBB
The financial strength you need in a long-term
partner for your municipality
▪ Financial capacity to continually invest in
equipment and preventive maintenance
▪ One of the youngest fleets in the industry
and the fifth largest in the country
▪ Reinvesting in state-of-the-art equipment
and facilities
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Republic Services, Inc.
18500 North Allied Way
Phoenix, AZ 85054
(480) 627-2700
Local Headquarters:
901 Bailey Rd., Pittsburg, CA 94565
Financial Overview
Republic Services’ financial stability allows
us to guarantee our commitments and
obligations presented to the The City of
Livermore in our proposal. We have the
capacity to continually invest in equipment
and preventive maintenance, as evidenced
by having one of the youngest fleets in the
industry.

Republic Services does not use third party
financing, meaning Republic Services owns
all assets used to perform the duties of this
agreement. Neither City will need to be
concerned with the potential for adverse
business or performance conditions affecting
the ability of our company to perform or
obtain financing.

We implore The City of Livermore to take
financial stability into serious consideration
when choosing a long-term partner for your
recycling and waste needs. In many
instances, the success of a service provider
is dependent on their ability to invest in
necessary equipment or personnel.

Financial Reporting
Republic Services, Inc. provides audited
financial statements on behalf of its
subsidiaries. Republic Services, Inc. is a
publicly traded (NYSE: RSG), Fortune 300
Company and will be the signatory for the
corporate guarantee.

Our most recently completed audited
financial statements can be found on our
website at:
https://investor.republicservices.com/static-
files/c6ae65a4-6687-48c8-8803-
1f96a35ee4d8 which has also been included
in this proposal as “Attachment 3.”
We have included the full year results in the
“Information – Financial Statement” section
below.

The Annual Reports to Shareholders have
been prepared in accordance with Securities
and Exchange Commission requirements,
with New York Stock Exchange Commission
requirements, and in accordance with
generally accepted accounting principles
(GAAP).

Bank & Credit References
All inquiries for bank references must be
made by fax. Credit References are available
upon quest.

Bank of America
Attn: Confirmation Department
Reference: Republic Services Inc.

Tax ID 65-0716904
Phone: (803) 832-7770
Fax (Toll #): (900) 733-5100
Online: www.bankVOD.com
J P Morgan Chase Bank
Attn: Confirmation Credit Inquiries
PO Box 955200
Fort Worth TX 76155-2732
Reference AWIN Management, Inc.

Tax ID 76-0353318
Phone: (800) 550 8509
Fax: (817) 345-3795
Wells Fargo
Attn: Confirmation Department
Reference: Republic Services, Inc.

Tax ID 65-0716904
Phone: (540) 563-7323
Fax (Toll #) (844) 879-0544
(Audits and Credit Inquiries)
Fax: (844) 879-0416
(Routing Number and Verification
Requests)

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4. Experience Modification
Rating

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C. Technical
Proposal

1. Disposal Services
Facility: Vasco Road Landfill
Responsible waste disposal requires
science, engineering, and technology to
manage an evolving waste stream in a
manner that is protective of the air,
land, and water upon which our
communities depend.

Post-Collection Process
After waste is collected by the City’s
preferred hauler, the material will be
delivered to a landfill for final disposal.

Landfill Services
A landfill is where material that cannot be
recycled in some manner is processed for
disposal. Landfills are among the most
complex facilities in our portfolio due to the
tremendous responsibility we hold to
appropriately handle the nation’s waste.

Each landfill is segmented into cells, which
are engineered in sections to handle the
waste deposited at the facility. All our
landfill facilities are subject to the Resource
Conservation Recovery Act (RCRA) Subtitle
D regulations which ensure that the facility
contains:
▪ Liner in the bottom of each cell to
separate the deposited waste from the
environment.
▪ Layers of daily waste deposits from the
community, as well as a layer of daily
cover, such as soil to help reduce odors
and other vectors.
▪ An elaborate leachate system, which
catches and processes rainwater that
leaches through the landfill over time.
▪ A complex system of pipes and pumps
that capture and process the landfill gas
(methane) which is a natural byproduct
of waste over time.
▪ An engineered cap that is placed over
the top of a closed cell.

Republic Services owns or operates 198
active landfills. We have approximately 40k
permitted acres and total available
permitted and probable expansion disposal
capacity of approximately 5 billion in-place
cubic yards.

The in-place capacity of our landfills is
subject to change based on engineering
factors, requirements of regulatory
authorities, our ability to continue to operate
our landfills in compliance with applicable
regulations, and our ability to successfully
renew operating permits and obtain
expansion permits at our sites. Some of our
landfills accept non-hazardous special
waste, including utility ash, asbestos and
contaminated soils.

Most of our active landfill sites have the
potential for expanded disposal capacity
beyond the currently permitted acreage. We
monitor the availability of permitted disposal
capacity at each of our landfills and evaluate
A national leader in compliant and
sustainable transfer stations
and landfills
▪ Our transfer stations and landfills are
designed, constructed, operated using
the latest resources in environmental
protection and monitoring technologies
▪ 77 landfill gas and renewable energy
sites
▪ 1.4B gallons of treated water returned
to nation's watershed
Figure 12. Landfill. Our landfill operations are
staffed by highly trained environmental and
landfill engineers.

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whether to pursue an expansion at a given
landfill based on estimated future waste
volumes and prices, market needs,
remaining capacity and the likelihood of
obtaining an expansion. To satisfy future
disposal demand, we are currently seeking
to expand permitted capacity at certain
landfills.

Republic Services is committed to
harnessing landfill gas, the natural
byproduct of decomposing waste, and
converting it to energy. The use of landfill
gas provides our economy with benefits,
including reducing air pollution through the
capture and use of methane. As of April
2022, we operated 77 landfill gas and
renewable energy projects. We also have
responsibility for more than a hundred
closed landfills, for which we have
associated closure and post-closure
obligations.

A. Vasco Road Landfill Profile
Republic Services owns and operates the
Vasco Road Landfill located at 4001 N.

Vasco Road, Livermore, CA 94551.

Facility Hours: 6 AM to 4 PM Monday –
Friday, Saturday 6 AM to 2:30 PM, Sundays
Closed. Excludes certain observed holidays.

Service Area: Alameda County

Capacity: 2,518 tons of solid waste per day

This location’s Solid Waste Facility
Permit number is 01-AA-0010.

Vasco Road Landfill (Vasco) is a Class III
municipal refuse disposal site that was
originally permitted in 1962. Vasco receives
approximately 500k tons per year of MSW
and ADC. Vasco Road predominately
receives MSW volumes from direct and
transfer commercial customers, as well as
gate customers from the public within
Alameda County. Vasco also receives
significant volumes of “special waste,”
consisting industrial hauling, ADC, low-level
contaminated soils, refinery waste,
treatment plant waste, biosolids, etc.

Accepted Materials:
▪ Yard Waste (for transfer)
▪ Solid Waste
▪ Sludge
▪ Ash and Cement Kiln Materials
▪ Construction & Demolition Materials
▪ Universal and E-Wastes (for recycling)
▪ Non-Hazardous Industrial Waste
▪ Hazardous waste is not accepted at this
landfill.

Design
We are a permitted Subtitle D lined facility
with 24 inches of 1 x 10-7 cm/s compacted
clay and a 80 mil HDPE composite liner.

Leachate is managed by a system of
interconnecting drainage layers, pipes and
liquid sumps that remove leachate from the
landfill and contain the liquid in storage
tanks until it can be remove from the site.

Gas generation is managed by a landfill gas
wellfield in conjunction with two abatement
devices including a 4k scfm flare and gas-to-
energy facility generating 4-megawatts.

Current remaining airspace as of this
proposal submission is 11 million cubic
yards. This gives a life-expectancy of 27
years at the current depletion trend.

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Facility Documents
Solid Waste Facility Permit

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Remaining Life Assessment
Report
The correspondence on the following page
received from Cal Recycle demonstrates the
Preliminary Closure and Post Closure
Maintenance Plans and Non-Water Release
Corrective Action Plan for Vasco Road
Landfill adequately meet the requirements
of Title 27, California Code of Regulations.

This document also confirms that the site
has disposal capacity until 2051, or approx.
27-years from present.

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Current Contracts

B. Operations
Republic has proposed a turn-key operation
with the continued use of the Vasco Road
Landfill as the designated disposal facility
that will require no additional permits for the
continued acceptance of all of the City’s
material. Republic Services owns the 538
acres of land with 246-acre disposal
footprint.

Operating plans and records are maintained
on site. Operations are conducted in
accordance with local, state and federal
regulations, as well as the facility’s permit
requirements.

All disposal cells are in compliance with part
258 of Title 40 of Federal Regs (CFR)
referred to as "Subtitle D." As a Class II/III
waste disposal facility, Vasco is allowed to
accept designated wastes such as TWW,
sewage sludge, sterilized infectious waste,
treated biosolids, and other designated
wastes within the composite lined cells.

Vasco is a closed hydrologic basin which
discharges stormwater to a large onsite
detention basin. Vasco Road’s groundwater
monitoring system consists of twelve (12)
wells, two (2) underdrains, one (1) above-
ground water storage tank, five (5) leachate
sumps, and three (3) stormwater stations.

The GCCS consists of over 100-lfg wells and
one low emission flare.
▪ Typical turnaround times: 30 minutes
▪ Worst-case turnaround times: 40
minutes
▪ Nothing is more important than safety,
and no job is so urgent that we cannot
take the time to do it safely. The very
nature of what we do requires us to be
uncompromising on safety, beginning
with our employees and extending to our
customers and into the communities we
serve.
▪ The site Team is well versed in the
proper safety policies and implement a
standard protocol strictly followed to
keep the site and Team and customers
visiting the site, safe. Monthly OSHA
trainings and daily tailgate safety
messages are part of our normal
practice.
▪ Load checking programs: MSW is first
monitored and evaluated for potential
contaminates and non-compliant waste
at the scale house upon arrival. It is
again checked when unloaded at the
designated tipping area. Vasco is also
equipped with radiation monitors at the
scale house upon a truck’s arrival to the
site.
▪ Scales: two (2) in-bound and one (1)
out-bound scale. All scales and scale
decks are less than 2-years old and fully
operational. Scales are operated by a
full-time scale supervisor. Upon a
truck’s departure, depending on the
customer, it is unnecessary for them to
weigh-out due to the tare weight already
being determined for each vehicle.

Weight tickets are all electronically
generated unless a physical paper-copy
is requested by the customer.
▪ Reporting Capabilities: Each truck is
weighed for its contained volume minus
the vehicle tare weight. Truck weights
are tallied in real time and can be
reported upon on-call per customer or on
a routine monthly basis. As a landfill,
there is no diversion for MSW volumes
arriving at the site. Any divertible
materials are screened and removed
prior to disposal at the landfill.
▪ Mixed C&D material is currently used as
ADC and Green waste is transloaded
from Vasco to our compost facility in
Stockton.
▪ Vasco also operates a public drop off
operation that serves to divert household
items including mattresses, white goods,
tires, cardboard, mixed paper, glass,
scrap metal, and other recyclables from
the landfill. These materials are routinely
hauled to an offsite facility for recycling.

Customer Approx.

Annual Tons Contract Expiration
021274 - LIVERMORE SANITATION INC - MSW 45K 6/30/2025
003789 - Sandia National Laboratories 95.00 NA 005719 - ACI/SAN LEANDRO DISPOSAL 24K 1/31/2025
333567 - ACI of San Ramon 23K 12/31/2029
020047 - Dept. of Transportation - 04/Maintenance 2.2K 6/24/2027 000305- ZANKER ROAD LANDFILL 37K 12/31/2025
007707- SCHNITZER STEEL (ex.acct) 121K 6/30/2026
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▪ Vasco’s Gas to Energy facility provides
power to PG&E’s electrical grid by
turning bio-methane gas through IC
engines into electricity. The plant at
Vasco generates enough electricity to
power 2,500 homes. The use of landfill
gas rather than non-renewable sources
has the clean air benefit equivalent to
taking more than 30k passenger vehicles
off the road (EPA LFG Energy Benefits
Calculator).
▪ The landfill gas wellfield is monitored bi-
weekly. An active gas collection system
is operational and maintained.
▪ Access roads from the entrance to the
disposal area are routinely maintained to
promote safe driving conditions by
preventing potholes from developing and
easing customer access. New roads on
the disposal footprint are built above
surrounding grade with compacted soils
and driving surface material such as
crushed concrete and asphalt.
▪ Berms, pipes, drainage ditches and
sediment ponds are used to prevent
runoff and run-on storm water.

Monitoring is conducted in accordance
with the Industrial General Permit and
the Storm Water Pollution Prevention
Plan. Independent consultants collect
samples and perform analyses at off-site
laboratories.
▪ In the event that Vasco Road landfill is
unable to accept and manage the
volume being delivered from the City of
Livermore, Republic will make
arrangements to dispose of said material
at the Keller Canyon Landfill.
▪ Closure is performed as a normal
operating procedure throughout the life
of the facility. Post-closure will be
performed by Republic Services, for a
minimum of 30 years after final closure.
▪ Invoicing – Republic will continue to
comply with the remittance requirements
to the collection contractor. Current
practice is sending electronic invoices
within the specified timeframe and
frequency to the hauling contractor.
▪ Reporting – Per Republic’s current
practice, the operations Team will work
closely with Accounting to compile, verify
and submit reports to the City on a
monthly and annual basis.
▪ Expansion and/or Permit Modifications –
Currently Republic is not planning any
permit modifications or expansions at
the Vasco Road Landfill.

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Site Map

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Regulatory Compliance
The entire facility is constructed to meet or
exceed all Federal, State and Local
standards which include prescriptive
guidelines for engineering and design,
detailed construction quality assurance
procedures, extensive ground water, air and
surface water runoff monitoring, provisions
for leachate and landfill gas control as well
as screening procedures for any household
hazardous waste that may mistakenly arrive
at the facility. As a Class II/III facility, Vasco
is allowed to accept designed waste such as
TWW, dewatered sewage sludge, sterilized
infectious waste, treated biosolids, and
other designated waste. Disposal cells are in
compliance with part 258 of Title 40 of
Federal Regulations (CFR) referred to as
“Subtitle D.”
Regulatory Points of Contact
▪ Local Enforcement Agency
David Madieros, REHS
Environmental Health
1131 Harbor Bay Parkway
Alameda, CA 94502
Phone: 510.567.6735
[email protected]

▪ Water Board
Alan Friedman
1515 Clay Street, Suite 1400, Oakland,
California 94612
Phone: (510) 622-2300
FAX: (510) 622-2460
[email protected]
http://www.waterboards.ca.gov/sanfrancisc
obay

▪ Air District
Daniel Oliver, Senior Air Quality Engineer
Bay Area Air Quality Management District,
Engineering Division | Permitting, Organic
Recovery, and Title V Section
375 Beale Street, Suite 600
San Francisco, CA 94105
Phone: (415)749-4730
[email protected]

Figure 13. Each year, Republic Services avoids double-digit millions of metric tons of CO2 emissions in our landfills.

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Notices of violation and/or
enforcement actions
For all notices of violation and/or
enforcement actions, please refer to Section

2. Company Description. Sub-section D.

Past Performance Record.

Import Restrictions and/or
Fees
▪ State of CA AB1220 IWM Fee: 1.4
▪ Alameda County Measure D: 8.23
▪ HHW Fee: 2.15
▪ WMA Facility Fee (AB939): 4.34
▪ Local Enforcement Agency Fee: 0.38
▪ County Business License: 0.95
▪ Adm Host Community: 0.48
▪ Open Space & Recycling: 1.85
▪ Waste Management Program: 0.13
▪ Transport Planning Mgmt. Fee: 0.02
▪ Total (excludes out of county): 19.93

2. C&D Processing
Vasco Road Landfill is permitted to use
Construction and Demolition (C&D) debris as
a form of Alternative Daily Cover (ADC).

Currently, any commingled C&D delivered to
the site is used as ADC in lieu of using site
soil as daily cover.

As an alternative, Republic also has capacity
at the Newby Island Landfill C&D sorting
facility. This option involves transloading the
C&D material from Vasco to Newby Island
for processing. Once the material is received
at Newby Island, the material would be
processed and sorted by commodity type
and hauled offsite for conventional recycling.

The Newby Island Facility is not currently
certified by a third party recognized by the
US Green Building Council.

3. Capacity Guarantee
Republic guarantees both annual and daily
capacity for solid waste disposal at Vasco
Road Landfill throughout the term of the
agreement with the City of Livermore.

Vasco Road Landfill is permitted to accept
up to 2,518 (MSW) tons per day. This
permitted daily throughput will guarantee
disposal capacity for the volume generated
and collected within the City of Livermore
and unincorporated areas on a daily basis.

4. Disaster Debris
Management
Republic has a large presence in Northern
California, and accordingly is able to
implement robust contingency plans by
leveraging other permitted facilities in the
area. Should Vasco Road Landfill become
temporarily impaired due to some type of
natural disaster, there are five (5) other
Republic owned landfills well within transfer
distance that could accommodate the
temporarily displaced volume.

In the event that the City would like to use
Vasco Road Landfill for disposal of disaster
debris, the site will be ready to receive this
volume even with short notice. Republic has
an excellent track record, at multiple sites,
of working closely with regulators to obtain
temporary exemptions from the normal
permit requirements to accommodate
volume delivered as a result of natural
disasters. From an operational perspective,
Republic is able to quickly mobilize
additional labor and equipment such as
dedicated scales to temporarily handle these
specific types of jobs.

From a response and cleanup perspective,
in May 2022, Republic Services acquired US
Ecology, a leading provider of environmental
solutions, offering treatment, recycling and
disposal of hazardous, non-hazardous and
special waste.

US Ecology adds a national platform of
difficult-to-replicate assets and talent to
Republic Services. This includes adding nine
specialty waste landfills with five hazardous
waste landfills, 16 RCRA permitted TSDFs,
seven wastewater treatment facilities, and
more than 100 environmental services field
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locations including treatment and recycling
centers.

5. Emergency Condition
Biosolids Disposal
Vasco Road Landfill is permitted and has the
operational expertise and capacity to accept
biosolids disposal from the City of Livermore
on an emergency basis. Currently Vasco
accepts biosolids from other customers in
the area on a routine basis and is familiar
with the logistics and site support required
to manage this type of material.

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Facility Safety Plans
Safety is Republic Services’ highest
priority. We adhere to a strict policy of
safety protocols with supporting
infrastructure, where employees are
trained to “Think. Choose. Live.®”
Safety Overview
Republic Services has an industry leading
safety record that has been 38% better than
the industry average for the past ten years,
based on OSHA data. In addition, we have
been recipients of 72% of the industry’s
Driver and Operator of the Year awards
since 2009.

Republic Services maintains strict
compliance with all applicable OSHA,
federal, state and local safety requirements
while performing all work-related functions.

We recognize that a safe workforce is not
simply a discussion with a new hire, but a
dedicated plan to review, educate and verify
employee practices constantly.

Republic Services has the lowest occurrence
of incidents and crashes in the industry due
to our company-wide emphasis on safety,
extensive employee training and ongoing
educational development programs.

Republic Services requires all operations
personnel to participate in extensive
classroom training and testing, as well as
on-road auditing and policy reinforcement.

Two of Republic Services’ ambitious
sustainability goals are tied to specific safety
metrics. These include reducing our
Occupational Safety and Health
Administration Total Recordable Incident
Rate to 2.0 or less and having zero
employee fatalities.

Think. Choose. Live.®
Every day, drivers face a multitude of
challenges and are required to make
decisions that can greatly impact their
safety, as well as the safety of those in the
communities we serve. Our best-in-class
driver training program focuses on continual
improvement of all our 16,000 drivers.

Our Think. Choose. Live.® philosophy helps
navigate these situations by encouraging
employees to Think about their actions,
Choose the safest approach and Live to go
home to their families at the end of each
day.

Employee 1-on-1 Program
The Republic Services 1-on-1 is paramount
to decreasing incidents. Supervisors are
Our employees are our greatest asset, and
our dedication to every employee’s safety
is second to none
38% safer than the industry average, while
maintaining the 5th largest vocational fleet
in the United States
Think. Choose. Live.® embodies our
company culture
Winners of 72% of industry’s Driver of the
Year awards since 2009
Figure 14. Continually Improving Safety is
Top Goal for Republic Services.

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required to conduct a minimum of two in-
person employee observations per week.

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The purpose is to improve safety, customer
experience and productivity. The employee
and their leader work together toward
excellence.

Safety Meetings & Training
Republic Services provides weekly, monthly
and annual safety training for all our
employees.

Safety topics are developed based on
subject matter required under OSHA
regulation. Republic Services prepares well-
developed tailgate sessions, provides
translators to engage all employees and
encourages open discussion and
participation.

Meeting topics may include:
▪ Injury and illness prevention/safety rules
▪ Back injury prevention
▪ Emergency response/fire safety
▪ Exposure control plan
▪ Drug and alcohol program
▪ Personal protective equipment
▪ Employee right-to-know
▪ Hearing conservation safety
▪ Lock out and tag out safety
▪ Slips, trips and falls
▪ Confined space entry
Safety Recognition Program
The Republic Services Dedicated to Safety
and Dedicated to Excellence programs are
designed to identify, recognize and reward
safe employees who are dedicated to safety
and excellence in their workplace.

Employee safety and excellence is measured
on six criteria including having no
preventable crashes or injuries, no
unscheduled lost time and no safety warning
letters. Each employee who qualifies is
recognized monthly, quarterly and annually.

Quality Control
To ensure extreme reliability and a
consistently high level of customer service,
Republic Services has a quality control
program called Driver Service Management
(DSM).

DSM includes an extensive driver-lead
reporting process, accompanied by regular
auditing, that is focused on safeguarding
against procedural failures. DSM standards
guarantee that all driver issues will be
addressed and completely resolved by
supervisors or management within seven
days of discovery.

The program is monitored and conducted by
a Driver Service Coordinator responsible for:
▪ Conducting pre- and post-route briefings
with drivers
▪ Entering and monitoring DSM issues
▪ Running and distributing reports

During collection activities, drivers are
instructed to make notes on their route
sheets throughout the day. The objective of
the post-route briefing is to collect all
valuable route information from each driver.

Driver Service Coordinators must complete
the post-route briefing section of the Driver
Check-In form and drivers must sign the
form before clocking out each day.

Finally, Driver Service Coordinators must
submit any findings to the appropriate
department that same day. For example,
customer service will receive issues such as
billing concerns and questions; operations
will receive issues such as poorly sequenced
routes; sales will receive items such as
commercial overage issues; safety will
receive information pertaining low hanging
wires or dangerous dumpster locations; and
maintenance will be forwarded issues such
as repair and replacement needs.

Should an item remain open for longer than
seven days, it is forwarded to the General
Manager to bring matters to an immediate
resolution.

Together for Safer Roads
As the operator of the 5th largest vocational
fleet in the country, with an industry leading
safety record, we have a direct effect on
roadway safety each day. While our strong
safety performance is significant in the
communities we serve, we aspire for more.

Today, we are proud to be the only recycling
and waste services provider associated with
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Together for Safer Roads. This innovative
coalition brings together global private-
sector companies across industries to
collaborate on improving road safety and
reducing deaths and injuries caused by road
traffic crashes.

The Coalition’s mission to provide guidelines
and processes to keep employees, partners
and contractors safe on the road closely
aligns with our continuous work in fostering
an environment that provides ongoing road
safety education.

Focus 6
Our Focus 6 program provides employees
with tips and techniques to reduce the
frequency of our six most common types of
serious incidents. This industry-leading
program involves in-class training and
practical skills course exercises that have
helped to reduce crashes and injuries.

Figure 15. Inspections. Driver performs pre-
route inspection to ensure vehicle is safe for
operating.

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Vasco Road Landfill Safety Plan

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D. Cost Proposal
Forms

Republic Services’ cost proposal forms for
disposal services are attached and
submitted separately to the City of
Livermore along with this proposal
submission.

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E. KEY TERMS AND

CONDITIONS OF

THE DRAFT

AGREEMENT
Landfill Disposal Agreement
Republic Services has reviewed the Draft
Operating Agreement and understands the
roles, responsibilities, rights, and obligations
of both the Authority and Republic Services.

We have proposed revisions to the Franchise
Agreement that we believe clarify conditions
in a manner that is beneficial to both
Republic Services as the Contractor and the
City of Livermore. Please refer to
Attachment 2 for Republic Services redline
of the draft disposal agreement that includes
our intended exceptions and/or any items
for consideration of further discussion.

As stated in our Cover Letter, Republic
Services has submitted pricing and a per ton
disposal rate that is fully compliant with the
terms and conditions of the RFP and Draft
Disposal Agreement. However, Republic
Services welcomes the opportunity to
discuss cost saving opportunities and
decreased tip fees via alternative agreement
provisions, which may include:
▪ An evergreen (or auto-renewal)
provision added to the initial base term
in which either the City or the Contractor
has the ability to discontinue during the
life of the agreement. For example, an
initial 10-year base term and an auto-
renewing 5-year extension.
▪ A minimum (floor) and maximum
(ceiling) to the annual rate adjustment
methodology; including a roll-over
provision for any year in which the Bay
Area CPI exceeds the determined annual
ceiling percentage. For example, a X%
floor and Y% ceiling to the annual CPI
adjustment, where any percentage
amount in which CPI exceeds the Y%
ceiling would be rolled-over into the
following year’s rate adjustment amount
(still subject to the same ceiling in year
thereafter).
▪ Special tip fee adjustment language that
allows the Contractor to seek
compensation from the City for
investments that maintain regulatory
compliance and industry best practices
for landfill management.
▪ Other contractual items to be explored
and discussed by the City and Republic
Services.

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F. Completed Forms
Attachment A2: Secretary’s
Certification
Vasco Road Landfill

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Attachment A3: Non-
Collusion Affidavit

Republic Services Vasco Road, LLC
d/b/a Vasco Road Landfill
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Attachment A4: Iran
Contracting Act Certification
Vasco Road Landfill

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Attachment A5:

Acknowledgement of City of
Livermore Ethics Code
(Municipal Code §2.68.630,
Ethics).

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EXHIBIT F1:

COST BASIS FOR PROPOSAL

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EXHIBIT F1

COST BASIS FOR PROPOSAL
MARCH 2025 Page F1-1 Disposal Services Agreement, Exhibit F1

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EXHIBIT F2:

INITIAL RATES FOR SOLID WASTE DISPOSAL

SERVICES

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EXHIBIT F2

INITIAL RATES FOR SOLID WASTE DISPOSAL SERVICES
MARCH 2025 Page F2-1 Disposal Services Agreement, Exhibit F2

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EXHIBIT G:

PERFORMANCE BOND
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This page is a placeholder for the Performance Bond, which Contractor shall file with the City within seven (7) calendar days of the City’s notification to the Contractor that the City has executed this Agreement per Section 9.3 of this Agreement.

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CITY COUNCIL STAFF REPORT
ITEM NO. 5.7

DATE:

April 14, 2025
TO:

Honorable Mayor and City Council
FROM:

Brent Smith, Community Development Director
SUBJECT:

Resolution authorizing execution of a Low-Income For Sale Housing Agreement with City Ventures for a 31-unit subdivision located northeast of the Portola Avenue and Rincon Avenue intersection (VTPM 11473).

RECOMMENDED ACTION

SUMMARY
In August 2024, the Planning Commission approved a 31-unit residential “Parkview” subdivision proposed by City Ventures located northeast of the Portola Avenue and Rincon Avenue intersection. In accordance with the City’s Affordable Housing Ordinance, and the project’s Conditions of Approval, the developer must enter into a Low Income For Sale Housing Agreement with the City. The developer proposes to provide 6 affordable units in the development for sale to median-and moderate-income households, and to provide an In-Lieu fee payment of $46,764 representing 0.2 affordable units in the development, as allowed by the City’s ordinance. Staff recommends approval of this proposal, further described in the Low Income For Sale Housing Agreement, as it will provide affordable first-time homebuyer opportunities, and an In-Lieu fee contribution to the City’s Affordable Housing Trust Fund that will support affordable housing throughout the City.

DISCUSSION
When City Ventures (the, "Developer") submitted their SB 330 application to the City, the City’s Affordable Housing Ordinance stated that developers completing for-sale residential projects within the City’s Isabel Neighborhood Specific Plan Area (INSP) must satisfy the affordable housing requirement by providing twenty percent (20%) of those units at prices as affordable for median- and moderate-income households or provide an equivalent alternative, subject to City Council approval.

In August 2024, the Planning Commission approved a
31-unit “Parkview” residential subdivision
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proposed by City Ventures located northeast of the Portola Avenue and Rincon Avenue intersection (the “Development”). As a Condition of Approval, in accordance with the City’s Affordable Housing ordinance, the developer must enter into a Low Income For Sale Housing Agreement with the City to fulfill the Inclusionary Housing requirement. The development is subject to an affordability requirement of 6.2 units for sale to median- and moderate-income first-time homebuyers. The developer proposes to provide 6 affordable units on-site as required by the City’s Affordable Homeownership Program and to pay an equivalent In-Lieu Fee of $46,764 for the remaining 0.2 affordable units, as allowed under the ordinance.

The proposed fee was calculated using the fee calculation methodology for projects with 11 or more units and was based on a review of comparable home sales. As described in the Low Income For Sale Housing Agreement, the fee is calculated as the difference between the average affordable sales price of a 3-bedroom median- and moderate-income home, and the estimated market sales price of a 3-bedroom home in the subject development, based on current comparable units.

Staff recommends approval of the proposal as it meets the requirements of the City’s Affordable Housing ordinance, advances City Council’s affordable housing goals and meets the City’s Strategic Plan Community Pillar of providing a Safe Community that Thrives. The on-site affordable units priced at median- and moderate-income levels will serve a range of low- to moderate-income homebuyers with the assistance of other County and State Down Payment Assistance funds to support purchases. Prices for the affordable units will be determined in accordance with the established sales prices adopted by the City for the Affordable Homeownership Program at the time of sale.

The affordable units would be marketed throughout the community, and the applicant selection process would prioritize applicants that meet City Council’s established preferences, including Livermore residents and workers, Livermore Valley Joint Unified School District teachers, first responders, tenants of affordable rental units regulated by the City and veterans. All purchasers must meet the City’s Affordable Homeownership Program qualifying criteria, including first-time homebuyer qualification, a minimum 660 credit score, determination of creditworthiness, and a three percent (3%) down payment requirement. Buyers will be required to enter into a resale restriction agreement with the City along with a promissory note and recorded deed of trust which reflect the affordability subsidy amount (e.g., difference between the market value and the affordable sales price).

In addition, the project will make a fee payment for the fractional 0.2 affordable unit which will be contributed to the City’s Affordable Housing Trust, serving the housing needs of low- and very low- income families, seniors and unhoused individuals.

FISCAL AND ADMINISTRATIVE IMPACTS

If approved, the Low Income For Sale Housing Agreement (LIHA) will provide 6 affordable units for sale to median- and moderate-income homebuyers and an additional fee payment of $46,764 to the City’s Low Income Housing Fund which could be accessed for other housing purposes and goals of the City.

Upon sale of the affordable units, the City will hold a promissory note secured by a recorded deed of trust with the homebuyer in an amount that is the difference between the market rate appraised value of the home and the affordable for sale price at the time of sale. The promissory notes require no payment and may transfer to a new eligible buyer at resale. If the unit is sold at a market rate-unrestricted price to an ineligible buyer, the City collects the amount of the promissory note, and all restrictions terminate on the unit.
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The City will also receive an administrative fee of one and a half percent (1.5%) of the affordable sales price. The developer will pay this fee at close of escrow. The fee will be used to defray the City’s marketing, application, selection and homebuyer education costs as well as to monitor resale restriction agreements and comply with all federal and state fair housing laws and regulations.

COMMUNITY PILLAR

1: A Safe Community that Thrives

GOAL

7: Expand and preserve the supply of affordable housing opportunities.

ATTACHMENTS

1. Resolution

2. Exhibit A - Agreement

Prepared by: Fran Earl
Housing and Human Services
Manager

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE EXECUTION OF A LOW-INCOME
FOR SALE HOUSING AGREEMENT WITH CITY VENTURES FOR A 31-

UNIT RESIDENTIAL SUBDIVISION LOCATED NORTHEAST OF THE

PORTOLA AVENUE AND RINCON AVENUE INTERSECTION
City Ventures (“the Developer”) proposed Parkview, a 31-unit residential subdivision located northeast of the Portola Avenue and Rincon Avenue intersection (VTP 11473) (“the Development”).

On August 6, 2024, the Planning Commission held a duly noticed public hearing to consider the Project, staff recommendations, all public comment and testimony, and findings and adopted Planning Commission Resolution 27-24. The Developer now desires to meet its inclusionary housing requirement for the Development by entering into a Low-Income For Sale Housing Agreement (“Agreement”) with the City of Livermore.

The Development would be subject to the twenty percent (20%) inclusionary requirement for the Isabel Neighborhood Specific Plan Area (INSP) whereby 6.2 units in the Development are required to be provided as affordable for purchase by median- and moderate-income homebuyers in the Development.

In accordance with the City of Livermore’s Inclusionary Housing Ordinance (Livermore Development Code section 10.06.050), the Developer proposed to satisfy the twenty percent (20%) affordable housing requirement for the Development by providing 6 units for sale in the Development at prices that are affordable to median- and moderate- income households and through payment of an In-Lieu fee of $46,764 to the City of Livermore’s Housing Trust Fund (F611) as the equivalent of the remaining 0.2 affordable units required. This proposal for satisfaction of the inclusionary housing requirement is reflected in the Low-Income For Sale Housing Agreement.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore that it hereby authorizes the City Manager, or her designee, to sign on behalf of the City of Livermore the Low-Income For Sale Housing Agreement with City Ventures, for a 31-unit subdivision, attached hereto as Exhibit A, and all related and necessary documents.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on April 14, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:
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2 RESOLUTION NO. ________
ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Daniel R. Gonzales
Deborah L. Elam Daniel R. Gonzales
City Clerk Deputy City Attorney
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CITY COUNCIL STAFF REPORT
ITEM NO. 5.8

DATE:

April 14, 2025
TO:

Honorable Mayor and City Council
FROM:

Brent Smith, Community Development Director
SUBJECT:

Resolution authorizing the execution of a Subordination Agreement with Tri Valley BMR, LLC and the Department of Housing and Community Development for the Vineyard 2.0 project.

RECOMMENDED ACTION

Staff recommends the City Council adopt a resolution a
uthorizing the City Manager, or her designee, to
execute a Subordination Agreement with Tri Valley BMR, LLC, and the Department of Housing and Community Development for the Vineyard 2.0 project.

SUMMARY
On January 10, 2022, the City Council approved a resolution authorizing the appropriation of funding for the development of the Vineyard 2.0 affordable housing and community care facilities project and approving funding agreements and related documents between the City of Livermore and Tri Valley BMR, LLC, including the subordination of the City’s loan and regulatory agreements to other approved lenders.

In December 2023, the project completed construction and opened operations in January 2024. The project consists of 24 affordable, accessible housing units for very low and extremely low-income households with histories of homelessness. Additionally, the project is operating a kitchen and dining room and is serving hot meals 5-7 days a week for Livermore’s homeless and low-income neighbors in partnership with Open Heart Kitchen.

The Vineyard project is now replacing its construction financing with the previously approved permanent lenders, including the California Department of Housing and Community Development (HCD). HCD has agreed to loan Tri Valley BMR, LLC, $4,469,948 and has requested the City to execute a subordination agreement to reflect the State HCD’s Regulatory Agreement as senior to the City’s Deed of Trust and Regulatory Agreement. The new loan will provide access to the State’s No Place Like Home (NPLH) fund and is permanent financing for the project.

DISCUSSION
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In 2017 and 2018, the Livermore City Council approved funding for the Housing Consortium of the East Bay (HCEB), the sole managing member of the Tri Valley BMR, LLC, to finance initial predevelopment and acquisition expenses necessary to acquire the property located at 460 North Livermore Avenue (the “Vineyard Site”) and design a mixed-use affordable housing project with community-serving facilities known as the Vineyard 2.0 project (the “Project”).

In December 2023, construction on Vineyard 2.0 was completed and opened for operation in early 2024.

The Project consists of 24 affordable housing units for very low and extremely low-income households with histories of homelessness. Additionally, the project is operating a kitchen and dining room and is serving hot meals 5-7 days a week for Livermore’s homeless and low-income neighbors in partnership with Open Heart Kitchen.

The Vineyard 2.0 project is consistent with the City’s Housing First Initiative, a comprehensive strategy to reduce homelessness. The project also provides dedicated, permanent infrastructure to address the food and service needs of persons at risk of and experiencing homelessness in Livermore and their nonprofit service providers. All housing units, except for the manager’s unit, are affordable to households earning 20 to 30 percent of Area Median Income (AMI).

On January 10, 2022, the City Council approved a resolution authorizing the appropriation of funding for the development of the Vineyard 2.0 affordable housing and community care facilities project and approved funding agreements and related documents between the City of Livermore and Tri Valley BMR, LLC, including subordination agreements with the County and Chase Bank for the construction loan. The subordination agreement included the City Housing Regulatory Agreement as senior to the other financing partner’s Deed of Trust.

California Department of Housing and Community Development (HCD) has agreed to loan Tri Valley BMR, LLC, $4,469,948 and execute a subordination agreement to reflect the State HCD’s Regulatory Agreement as senior to the City’s Deed of Trust and Regulatory Agreement. The new loan will provide access to the State’s No Place Like Home (NPLH) fund and is permanent financing for the Project.

As proposed, the subordination order will not adversely affect the City’s financial interest in the property, nor its regulatory interest in restricting the use of affordable housing for people experiencing homelessness.

FISCAL AND ADMINISTRATIVE IMPACTS

There are no fiscal impacts to report.

COMMUNITY PILLAR

1: A Safe Community that Thrives.

GOAL

7: Expand and preserve the supply of affordable housing opportunities.

ATTACHMENTS
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1. Resolution

2. Exhibit A - Agreement

Prepared by: Fran Earl
Housing and Human Services
Manager

IN THE CITY COUNCIL OF THE CITY OF LIVERMORE, CALIFORNIA

A RESOLUTION AUTHORIZING THE APPROVAL OF A SUBORDINATION

AGREEMENT WITH TRI VALLEY BMR, LLC AND THE DEPARTMENT OF

HOUSING AND COMMUNITY DEVELOPMENT (HCD)
On January 10, 2022, the City Council approved a resolution authorizing the appropriation of funding for the development of the Vineyard 2.0 affordable housing and community care facilities project and approving funding agreements and related documents between the City of Livermore and Tri Valley BMR, LLC, including the subordination of the City’s loan and regulatory agreements to other approved lenders.

The Loan Agreement requires the City's approval for any modifications to the subordination agreement.

The Vineyard 2.0 project is replacing its construction financing with the previously approved permanent lenders, including the California Department of Housing and Community Development (HCD). HCD has agreed to loan Tri Valley BMR, LLC, Four Million Four Hundred Sixty-Nine Thousand Nine Hundred Forty-Eight Dollars ($4,469,948) and has requested the City to execute a subordination agreement to reflect the State HCD’s Regulatory Agreement as senior to the City’s Deed of Trust and Regulatory Agreement. The new loan will provide access to the State’s No Place Like Home (NPLH) fund and is permanent financing for the project.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Livermore, to approve the subordination agreement with Tri Valley BMR, LLC and the Department of Housing and Community Development and authorize the City Manager to sign on behalf of the City of Livermore the approval of the subordination change and such other documents as may be necessary to document the approval.

On motion of Council Member ______________________, seconded by Council Member ______________________, the foregoing resolution was passed and adopted on April 14, 2025, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

ATTEST: APPROVED AS TO FORM:
_____________________________ /s/ Daniel Gonzales________________ Deborah L. Elam Daniel Gonzales
City Clerk Deputy City Attorney
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CITY COUNCIL STAFF REPORT
ITEM NO. 5.9

DATE:

April 14, 2025
TO:

Honorable Mayor and City Council
FROM:

Judy Erlandson, Acting Public Works Director
SUBJECT:

Resolution authorizing the execution of an agreement with LEHR Upfitters OpCo, LLC d/b/a LEHR to provide on-call services to outfit and repair City emergency vehicles and equipment in an amount not-to-exceed $900,000 for a five-year term ending April 30, 2030.

RECOMMENDED ACTION

SUMMARY
The Fleet Services section of the Maintenance Division is responsible for purchasing vehicles and for retaining contractors to install specialized equipment as needed for various uses. In order to ensure that City vehicles continue to be maintained and properly outfitted for use by City staff, specifically first responders, staff recommends entering into an agreement with Lehr for these services. Lehr has an active agreement with Placer County that includes a provision for cooperative purchasing to allow Lehr to offer other governmental agencies the same services at the same contract prices and terms.

DISCUSSION
The Fleet Services section of the Maintenance Division routinely purchases vehicles for City use that require the installation of additional equipment in order to fulfill various functions.

The proposed agreement with Lehr offers services to outfit and repair emergency vehicles and their components for the police department and Livermore Pleasanton Fire Department including items such as emergency lighting, siren and light control devices, automatic license plate readers, weapons security systems, computer docking stations and a number of other necessary components to make these vehicles ready for use by first responders, as well as providing repair services when required.

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Livermore Municipal Code Section 2.68.370 allows for an exemption to the quotation and bidding requirements if such purchases are based on an agreement or cooperative purchasing program entered into by any public agency. In such cases, the supplies and services subject to the agreement or program and the underlying purchase must have been made using a quotation or bid procedure at least as restrictive as the City’s. The process utilized in this cooperative agreement meets the requirements of the Livermore Municipal Code.

FISCAL AND ADMINISTRATIVE IMPACTS
The total cost is $180,000 per year for a total not-to-exceed of $900,000 for a five-year term. The funding is currently budgeted in various sources including the Fleet Services Internal Service (Fund 730) and various components of the General Fund.

COMMUNITY PILLAR

5: A City That Works

GOAL

14: Develop and maintain the City’s infrastructure, facilities, and property

ATTACHMENTS

1. Cooperative Purchasing Contract

2. Resolution

3. Exhibit A - Agreement

Prepared by: Judy Erlandson
Acting Public Works Director

Approved by:
____________________________________
Marianna A. Burch
City Manager
Fiscal Review by:
____________________________________
Tina Olson
Administrative Services Director
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County of Placer
Procurement Services Division
2964 Richardson Drive
Auburn, CA 95603
Phone (530) 886-2122
Supplier Contract
Contract Number SCN107418
Contract Reference 97
Contract Start Date 10/01/2024
Contract End Date 09/30/2025
Buyer Javier Terrazas
Phone Number +1 (530) 8894252
Email [email protected]

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Livermore City CouncilApril 14, 2025

Livermore City Council
April 14, 2025