Agenda packet — Orange City Council, April 28, 2026 (part 1 of 5)

Jarad L. Hildenbrand
City Manager
Nathalie Adourian
City Attorney
Pamela Coleman
City Clerk

DAN SLATER
Mayor

DENIS BILODEAU
Mayor pro tem, District 4

ARIANNA BARRIOS
Councilmember, District 1

JON DUMITRU
Councilmember, District 2

KATHY TAVOULARIS
Councilmember, District 3

ANA GUTIERREZ
Councilmember, District 5

JOHN GYLLENHAMMER
Councilmember, District 6
AGENDA
Orange City Council
April 28, 2026
5:00 PM Closed Session
6:00 PM Regular Session
Teleconference Location
Caption by Hyatt Downtown Nashville
Hotel Lobby
118 12th Avenue S.

Nashville, TN 37203
City Council Chamber
300 E. Chapman Avenue
Orange, CA 92866
The City of Orange City Council welcomes you to this meeting and encourages your participation. Regular City Council meetings are held on the second and fourth Tuesday of each month at 6:00 p.m.

Agenda Information
The agenda contains a brief general description of each item to be considered. The City Council may take legislative action deemed appropriate with respect to the item and is not limited to the recommended action indicated in staff reports or on the agenda. The agenda and supporting documentation is available after 4:00 p.m. on the Thursday prior to the Council meeting on the City's website at www.cityoforange.org, at the City Clerk's Office located at 300 E. Chapman Avenue, and at the Main Public Library located at 407 E. Chapman Avenue.

Written materials relating to an item on the agenda that are provided to the City Council after agenda packet distribution and within 72 hours before Council is to consider the item will be made available for public inspection in the City Clerk’s Office during normal business hours; at the City Council meeting; and made available on the City's website.

Public Participation
Regular meetings are televised live on Spectrum Cable Channel 3 and AT&T U-verse Channel 99, and streamed live and on-demand on the City's website at www.cityoforange.org.

Pursuant to Government Code Section 54954.3, members of the public may address the City Council on any agenda item before or during Council’s consideration of the item, and on any other matters within the City Council’s jurisdiction by using any of the following methods:
1) In-Person
To speak on an item on the agenda, complete a speaker card indicating your name, address, and identify the agenda item number or subject matter you wish to address. The card should be given to the City Clerk prior to the start of the meeting. General comments are received during the “Public Comments” section at the beginning of the Regular Session. No action may be taken on off-agenda items unless authorized by law.

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1 Orange City Council Agenda April 28, 2026
Public Comments are limited to three (3) minutes per speaker unless a different time limit is announced. It is requested that you state your name for the record, then proceed to address the City Council. All speakers shall observe civility, decorum, and good behavior.
2) Written Public Comments via eComment
Members of the public can submit their written comments electronically for City Council consideration by using the eComment feature on the Agenda page of the City's website at www.cityoforange.org. To ensure distribution to the City Council prior to consideration of the agenda, we encourage the public to submit written comments by 3:00 p.m. the day of the meeting. All written comments will be provided to the Council for consideration and posted on the City’s website after the meeting. 3) Public Comments via recorded voicemail message
Finally, the public can record their comments by calling (714) 744-2234 no later than 3:00 p.m. the day of the meeting. Recorded messages will not be played at the meeting, but will be provided to the Council.

In accordance with Ordinance No. 10-01, any person making personal, impertinent, slanderous or profane remarks or who becomes boisterous while addressing the Council shall be called to order by the Mayor. If such conduct continues, the Mayor may order the person barred from addressing the City Council further during that meeting, unless permission to continue is granted by a majority vote of the Council.

Please contact the City Clerk’s Office at (714) 744-5500 with any questions.

ADA Requirements: In compliance with the Americans with Disabilities Act, if you need accommodations to participate in this meeting, please contact the City Clerk's office at (714) 744-5500. Notification at least 48 hours in advance of meeting will enable the City to make arrangements to assure accessibility to this meeting.

REMINDER: Please silence all electronic devices while City Council is in session.

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5:00 PM CLOSED SESSION

1. CALL TO ORDER

1.1 ROLL CALL

2. PUBLIC COMMENTS ON CLOSED SESSION ITEMS
At this time, members of the public may address the Council on Closed Session items only. Public Comments are limited to three (3) minutes per speaker.

3. RECESS TO CLOSED SESSION
a. CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
Pursuant to Government Code Section 54956.9(a) & (d)(1) - One case Name of Case: David John Doherty, et al. v. City of Orange, et al.

Orange County Superior Court Case No. 30-2025-01484251

4. CLOSED SESSION REPORT

5. ADJOURNMENT
The City Council will adjourn to the 6:00 p.m. Regular Session in the Council Chamber.

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6:00 PM REGULAR SESSION

1. OPENING/CALL TO ORDER

1.1 INVOCATION
Pastor Josh Copple, Spirit and Truth Worship Center

1.2 PLEDGE OF ALLEGIANCE
Councilmember Kathy Tavoularis

1.3 ROLL CALL

1.4 PRESENTATIONS/ANNOUNCEMENTS
Proclamation recognizing Santiago Canyon College for its 2026 - 2027 Military Friendly School Designation
Staff Report
Draft Proclamation
Attachments:

El Modena High School Student Liaison update Dylan Platfoot Orange High School Student Liaison update Jacob Gonzalez and Orange High School Community Service Project Video

1.5 REPORT ON CLOSED SESSION ACTIONS

2. PUBLIC COMMENTS
At this time, members of the public may address the Council on matters not listed on the agenda within the subject matter jurisdiction of the City Council, provided that NO action may be taken on off-agenda items unless authorized by law. Public Comments are limited to three (3) minutes per speaker unless a different time limit is announced.

3. CONSENT CALENDAR
All items on the Consent Calendar are considered routine and are enacted by one motion approving the recommended action listed on the Agenda. Any member of the City Council, staff, or the public may request an item be removed from the Consent Calendar for discussion or separate action. Unless otherwise specified in the request to remove an item from the Consent Calendar, all items removed shall be considered immediately following action on the remaining items on the Consent Calendar.

3.1. Waive reading in full of all ordinances on the Agenda Approve.

Recommended Action:

Attachments: Staff Report

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3.2. Agreement with County of Orange for the Transfer of Property or Funds for Fiscal Year 2023 Homeland Security Grant Program Purposes
Approve the agreement with County of Orange for the transfer of property or funds for Fiscal Year 2023 Homeland Security Grant Program purposes; and authorize the Mayor and City Clerk to execute on behalf of the City.

Recommended Action:

Staff Report
FY23 Homeland Security Grant Program Transfer Agreement Attachments:

3.3. Agreement with the County of Orange for animal care, control, and shelter services
Approve the agreement with the County of Orange for animal care, control, and shelter services for a five-year term with first year totaling $1,828,025 ; and authorize the Mayor and City Clerk to execute on behalf of the City.

Recommended Action:

Staff Report
Agreement for Provision of OC Animal Care Services
Orange County Animal Care - Notice of Intent
Attachments:

3.4. Agreement with Joseph C. Truxaw and Associates, Inc. for land surveying services
Approve the agreement with Joseph C. Truxaw and Associates, Inc. in the amount of $119,495 for land surveying services; and authorize the Mayor and City Clerk to execute on behalf of the City.

Recommended Action:

Staff Report
Location Map
Professional Services Agreement with Joseph C. Truxaw and Associates, Inc.

Attachments:

3.5. Agreement with the County of Orange for a Waste Infrastructure System Enterprise Agreement governing municipal solid waste disposal rates, terms, and services
Approve the agreement with the County of Orange for municipal solid waste disposal rates, terms, and services; and authorize the Mayor and City Clerk to execute on behalf of the City.

Recommended Action:

Staff Report
Agreement with Waste Infrastructure System Enterprise between the County of Orange and the City of Orange
Attachments:

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3.6. Amendment and restatement of National Pollutant Discharge Elimination System Stormwater Permit Implementation Agreement between the County of Orange, Orange County Flood Control District, and participating Orange County cities Approve the Amended and Restated National Pollutant Discharge Elimination System Stormwater Permit Implementation Agreement between the County of Orange, Orange County Flood Control District, and participating Orange County cities; and authorize the Mayor and City Clerk to execute on behalf of the City.

Recommended Action:

Staff Report
Amended and Restated NPDES Stormwater Permit Implementation Agreement
Attachments:

3.7. First Amendment to Agreement with the County of Orange for a Lead Forensic Specialist during Fiscal Year 2026-2027
Approve the First Amendment to Agreement with the County of Orange for a Lead Forensic Specialist in the amount of $226,795; and authorize the Mayor and the City Clerk to execute on behalf of the City.

Recommended Action:

Staff Report
First Amendment
Attachments:

3.8. Third Amendment to Attorney Services Agreement with Bordin Semmer, LLP to provide legal services relating to litigation defense in the matter of Brandon Jacob Hull v. City of Orange, et al.

1. Approve a Third Amendment to Attorney Services Agreement with Bordin Semmer, LLP in the amount of $300,000; and authorize the Mayor and City Clerk to execute on behalf of the City.

2. Authorize the following budget transfers from the General Fund (100) to the General Liability Fund (731):
a) 100-0000-90731 Transfer to General Liability $300,000 b) 731-0000-49100 Transfer from General Fund $300,000

3. Authorize additional appropriation in the General Liability Fund (731):
731-1301-55102 Legal Services $300,000

4. Authorize budget reduction in the General Fund (100):
a) 100-1401-55102 Legal Services $200,000
b) 100-1301-55102 Legal Services $100,000
Recommended Action:

Staff Report
Third Amendment to Attorney Services Agreement with Bordin Semmer, LLP
Attachments:

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3.9. Appropriation of $5,000 from the Opioid Settlement Fund for an Opioid Awareness and Community Training Initiative
Authorize the appropriation of $5,000 from the Opioid Settlement Fund (226) unreserved fund balance to:
226-3121-51003 Overtime - Safety $3,500
226-3112-53199-254025 Misc. Operating Supplies, CERT Program $1,500 Recommended Action:

Staff Report
Exhibit E of the Final Settlement Agreement
Attachments:

3.10. Approval of plans and specifications for Annual Concrete Replacement at Various Locations Fiscal Year 2025-2026 and authorization to advertise for bids; and finding of California Environmental Quality Act (CEQA) exemption

1. Approve the plans and specifications and authorize advertising for Bid No. 25-26.15 (SP-4320), Annual Concrete Replacement at Various Locations Fiscal Year 2025- 2026.

2. Find that the proposed project is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) per State CEQA Guidelines 15301 (Class 1(f) - Existing Facilities).

Recommended Action:

Staff Report
Location Maps
Plaza Bollard Layout
Plaza Bollard Details
Attachments:

3.11. Award of Contract to G.M. Sager Construction Co., Inc. for Asphalt Repair Services, and finding of California Environmental Quality Act (CEQA) exemption

1. Approve the contract with G.M. Sager Construction Co., Inc. in the amount of $179,630 representing an original bid amount of $163,300, plus a 10% contingency of $16,330 for asphalt repair; and authorize the Mayor and City Clerk to execute on behalf of the City.

2. Find that the proposed project is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) per State CEQA Guidelines 15301 (Class 1 - Existing Facilities)
Recommended Action:

Staff Report
Contract with G.M. Sager Construction Co. Inc.

Attachments:

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3.12. Award of Contract to R.J. Noble Company, Inc. for Almond Avenue and Collins Avenue Street Improvements
Approve the contract with R.J. Noble Company, Inc. in the amount of $1,931,051 representing an original amount of $1,679,175 plus a 15% contingency of $251,876 for Almond Avenue and Collins Avenue Street Improvements; and authorize the Mayor and City Clerk to execute on behalf of the City.

Recommended Action:

Staff Report
Contract with R.J. Noble Company, Inc.

Bid Abstract
Location Maps
Attachments:

3.13. Award of Contract to DD Systems, Inc., dba Ace CD, Inc., for construction of the Skatepark at Grijalva Park Project

1. Approve the contract with DD Systems, Inc., dba Ace CD, Inc. in the amount of $2,525,836.50 for construction of the Skatepark at Grijalva Park Project (257012); and authorize the Mayor and City Clerk to execute on behalf of the City.

2. Authorize the appropriation of $1,041,101.00 from the Park Acquisition (Infill) Fund (510) unreserved fund balance to account 510.7201.84101 (257012-80) CIP - Skatepark at Grijalva Project.

Recommended Action:

Staff Report
Attachment 1 Skatepark Design Rendering
Attachment 2 Bid Abstract Summary
Attachment 3 Contract with DD Systems, Inc
Attachments:

3.14. Award of Contract to Skilled Fence Builder, Inc. for the Olive Park Ballfield Netting Replacement Project; and finding of California Environmental Quality Act (CEQA) exemption

1. Approve the contract with Skilled Fence Builder, Inc. in the amount of $68,530 for the Olive Park Ballfield Netting Replacement Project 257031; and authorize the Mayor and City Clerk to execute on behalf of the City.

2. Find that the proposed project is categorically exempt from the provisions of the California Environmental Quality Act (CEQA) per State CEQA Guidelines 15332 (In-Fill Development).

Recommended Action:

Staff Report
Contract with Skilled Fence Builder, Inc.

Attachments:

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3.15. First Amendment to Contract with Diversified Thermal Services, LLC for mechanical services and preventative maintenance of heating, ventilation, and air conditioning equipment at various City buildings and parks Approve the First Amendment with Diversified Thermal Services, LLC in the amount of $239,594 for preventive maintenance of heating, ventilation, and air conditioning equipment across City buildings and parks; and authorize the Mayor and City Clerk to execute on behalf of the City.

Recommended Action:

Staff Report
First Amendment
Attachments:

3.16. Award of Contract to Owen Walstead LLC, a California limited liability company, dba U.S. Door, Inc. for Replacement of Rolling Garage Doors at Fire Station 7 and Corp Yard
Approve the contract with Owen Walstead LLC, a California limited liability company, dba U.S. Door, Inc. in the amount of $394,884 representing the original amount of $358,985, plus a 10% contingency of $35,899 for Replacement of Rolling Garage Doors at Fire Station 7 and Corp Yard; and authorize the Mayor and City Clerk to execute on behalf of the City.

Recommended Action:

Staff Report
Bid Abstract
Contract with Owen Walstead LLC, dba U.S. Door, Inc.

Attachments:

3.17. Notice of Completion and Acceptance for Well No. 29 Drilling Project

1. Accept Well No. 29 Drilling Project as complete.

2. Authorize City Clerk to file Notice of Completion with the Orange County Clerk-Recorder’s Office.

Recommended Action:

Staff Report
Notice of Completion and Acceptance
Attachments:

3.18. Notice of Completion and Acceptance for Serrano Park Lodge Pole Fencing Project

1. Accept Serrano Park Lodge Pole Fencing Project as complete.

2. Authorize City Clerk to file Notice of Completion with the Orange County Clerk-Recorder’s Office.

Recommended Action:

Staff Report
Notice of Completion and Acceptance
Attachments:

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3.19. Notice of Completion and Acceptance for Yorba Dog Park Improvements

1. Accept Yorba Dog Park Improvements as complete.

2. Authorize City Clerk to file Notice of Completion with the Orange County Clerk-Recorder’s Office.

Recommended Action:

Staff Report
Notice of Completion and Acceptance
Attachments:

3.20. Authorize purchase of Cradlepoint mobile routers and antennas from CDCE, Inc.

1. Approve the purchase of 40 Cradlepoint routers and antennas from CDCE, Inc. in the amount of $65,481.49.

2. Authorize the appropriation of $65,481.49 from Traffic Safety (450) undesignated fund balance to expenditure account number 450-4011-80101, Traffic Safety - Furniture, Fixture, Equipment.

Recommended Action:

Staff Report
CDCE Quote
Attachments:

3.21. Authorize purchase of VeloCloud hardware from Sidepath, Inc.

Approve the purchase of VeloCloud hardware from Sidepath, Inc. for $40,800.51.

Recommended Action:

Staff Report
Sidepath Quote
Attachments:

3.22. Authorize purchase of four traffic signal cabinets and one controller from Econolite Control Products, Inc. and a Centracs Software Maintenance Agreement from Econolite Systems, Inc., as a sole source procurement Approve the sole source purchase of four traffic signal cabinets and one controller from Econolite Control Products, Inc. and a Centracs Software Maintenance Agreement from Econolite Systems, Inc. for a total of $113,969.

Recommended Action:

Staff Report
Econolite Quote
Sole Source Letter from Econolite
Attachments:

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3.23. 2026 City of Orange Conflict of Interest Code Biennial Review Notice Direct staff to review the Conflict of Interest Code and authorize execution of the Biennial Review Notice no later than October 1, 2026.

Recommended Action:

Staff Report
Resolution No. 11558 adopted June 25, 2024
Attachments:

3.24. Authorize the execution of the Master Lease-Purchase Agreement for the acquisition and financing of a Pierce Enforcer Urban Search and Rescue Apparatus
Adopt Resolution No. 11661. A Resolution of the City Council of the City of Orange approving the execution and delivery of a master lease-purchase agreement with PNC Bank, National Association, for the acquisition and financing of a Pierce Enforcer Urban Search and Rescue Apparatus and authorizing related actions.

Recommended Action:

Staff Report
Resolution No. 11661
Attachments:

3.25. Letters of Understanding between the City of Orange and the International Brotherhood of Electrical Workers Local 47 representing the Maintenance & Crafts and Water Division employees

1. Adopt Resolution No. 11663. A Resolution of the City Council of the City of Orange establishing a Letter of Understanding between the City of Orange and the International Brotherhood of Electrical Workers IBEW Local 47 Water Union effective July 1, 2025 through and including June 30, 2027.

2. Adopt Resolution No. 11664. A Resolution of the City Council of the City of Orange establishing a Letter of Understanding between the City of Orange and the International Brotherhood of Electrical Workers IBEW Local 47 Maintenance and Crafts Union effective July 1, 2025 through and including June 30, 2027.

Recommended Action:

Staff Report
Resolution No. 11663
Resolution No. 11664
Attachments:

3.26. Letters of Understanding between the City of Orange and the Orange Municipal Employees’ Association and the Orange Management Association

1. Adopt Resolution No. 11668. A Resolution of the City Council of the City of Orange establishing a Letter of Understanding between the City of Orange and the Orange Municipal Employees Association effective July 1, 2026 through and including June Recommended Action:

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30, 2027.

2. Adopt Resolution No. 11675. A Resolution of the City Council of the City of Orange establishing a Letter of Understanding between the City of Orange and the Orange Management Association effective July 1, 2026 through and including June 30, 2027.

Staff Report
Resolution No. 11668
Resolution No. 11675
Attachments:

3.27. Adoption of the 2025 City of Orange Local Hazard Mitigation Plan Adopt Resolution No. 11666. A Resolution of the City Council of the City of Orange adopting the 2025 Local Hazard Mitigation Plan.

Recommended Action:

Staff Report
Resolution No. 11666
2025 City of Orange Local Hazard Mitigation Plan
Attachments:

3.28. Updates to the eligibility and preference criteria for the Tenant Based Rental Assistance Program Policies and Procedures

1. Approve the following recommended changes to the eligibility and preference criteria for the Tenant Based Rental Assistance Program Policies and Procedures:
a. Remove the requirement to have applied for and been denied for CalAIM; b. Specify definition of elderly persons to 62+;
c. Update income eligibility to 60% of Area Median Income; d. Remove the tenant incentive for returned deposits.

2. Approve adding special consideration to applicants who are:
a. Experiencing homelessness;
b. At risk of homelessness;
c. Fleeing domestic violence, dating violence, sexual assault, or stalking.

3. Direct staff to update the Tenant Based Rental Assistance Program Policies and Procedures with the recommended changes and submit to the Department of Housing and Urban Development for approval and implementation.

Recommended Action:

Staff Report
Attachment A - Staff Report for FY2024 Annual Action Plan Attachment B - Staff Report for TBRA Program Guidelines Attachment C - Updated Draft Tenant Based Rental Assistance Program Policies and Procedures
Attachments:

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3.29. Single Audit Report of Federally Assisted Grant Programs for the Fiscal Year ended June 30, 2025
Receive and file.

Recommended Action:

Staff Report
Single Audit of Federally Assisted Grant Programs
Attachments:

END OF CONSENT CALENDAR
* * * * * * * *

4. REPORTS FROM MAYOR SLATER

4.1. Appointment of City Councilmembers to Regional Boards and Committees Confirm City Councilmember appointments to regional boards and committees.

Recommended Action:

Staff Report
Current Councilmember appointments to City Regional Boards and Committees
FPPC Form 806
Attachments:

5. REPORTS FROM COUNCILMEMBERS
An opportunity for Councilmembers to make a brief announcement, report, or request.

Pursuant to Government Code Section 54954.2(a)(3), no action(s) or discussion(s) shall be undertaken on any item not appearing on the posted agenda.

5.1. Consideration of a Proclamation celebrating May 1, 2026, as International Workers’ Day (Barrios)
Consider adding the Proclamation to the May 12, 2026, Regular City Council meeting agenda.

Recommended Action:

Staff Report
Draft Proclamation
Attachments:

6. AB 1234 REPORTS
This is the time for all AB 1234 reports required pursuant to Government Code Section 53232.3(d) on meetings and conferences attended at the City's expense.

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7. REPORTS FROM BOARDS, COMMITTEES, AND COMMISSIONS

7.1. Annual presentation of Local Appointments List of all City Boards, Commissions, and Committees

1. Confirm Mayor Slater’s recommendation to reappoint the following eligible existing positions:
o Audit Advisory Committee Members Chris Horton, Andrew Li, and Brian Wilterink for two-year terms respectively expiring June 30, 2028; o CDBG Program Committee Member Jonathan St. Clair for a two-year term expiring June 30, 2028;
o Orange Public Library Board of Trustees Member Susie Huber for a three-year term expiring June 30, 2029;
o Park Planning and Community Events Commissioner Christopher Ahlswede for a four-year term expiring June 30, 2030; and
o Planning Commissioner David Vazquez for a four-year term expiring June 30, 2030.

2. Confirm Mayor Slater’s recommendation to appoint Perla Lozano to the Park Planning and Community Events Commission to fill an unexpired term ending June 30, 2029.

3. Approve the Local Appointments List and direct the City Clerk to post a copy in compliance with the Maddy Act.

4. Direct the City Clerk to post a Notice of Scheduled Vacancy for the following positions:
o Audit Advisory Committee due to expiration of Jack Schroeder’s term on June 30, 2026
o Planning Commission due to expiration of Rick Martinez’s term on June 30, 2026
Recommended Action:

Staff Report
Proposed Local Appointments List
2025 Attendance Reports
Attachments:

8. REPORTS FROM CITY MANAGER

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9. PUBLIC HEARINGS

9.1. Public Hearing to consider a request to subdivide an existing vacant site and construct 15 detached three-story residential dwellings at 715 W. Fletcher Avenue and finding of California Environmental Quality Act (CEQA) exemption (ENT25-0015)

1. Conduct and close the Public Hearing.

2. Adopt Resolution No. 11662. A Resolution of the City Council of the City of Orange approving ENT25-0015 (Tentative Tract Map, Major Site Plan Review, and Administrative Design Review), a request to subdivide an existing 0.72-acre vacant site to construct 15 detached three-story residential dwellings at 715 W. Fletcher Avenue.

3. Find the request categorically exempt from the California Environmental Quality Act (CEQA) in accordance with section 15332 (Class 32-In-Fill Development Projects) of the State CEQA Guidelines.

Recommended Action:

Staff Report
Attachment 1 Resolution No. 11662
Attachment 2 Vicinity Map
Attachment 3 Applicant Project Narrative Letter
Attachment 4 Project Plans
Attachment 5 Conceptual Landscape Plan
Attachment 6 Tentative Tract Map 19429
Attachment 7 Site Photos
Attachment 8 Legal Memo for State Density Bonus Law
Attachment 9 CEQA Class 32 Categorical Exemption Memo
Attachment 10 Planning Commission Staff Report of February 19, 2026
Attachment 11 Planning Commission Minutes of February 19, 2026 Attachments:

9.2. Public Hearing to consider revision of the Master Schedule of Fees and Charges to adopt revised fees as a result of the Cost Allocation Plan and User Fee Study

1. Conduct and close the Public Hearing.

2. Adopt Resolution No. 11665. A Resolution of the City Council of the City of Orange amending the Master Schedule of Fees and Charges for various services and the rental of rooms and equipment.

Recommended Action:

Staff Report
Resolution No. 11665
Attachments:

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10. ADMINISTRATIVE REPORTS

10.1. Agreements with the Orange International Street Fair, Inc. to produce the annual Orange Street Fair, Treats in the Streets, and Christmas Market and Tree Lighting Ceremony Events

1. Receive and file a report from the Orange International Street Fair, Inc. regarding the 2025 Orange Street Fair, Treats in the Streets, and the Christmas Market and Tree Lighting Ceremony.

2. Provide direction regarding administrative updates to the agreements with Orange International Street Fair for production of the Orange Street Fair, Treats in the Streets, and the Christmas Market and Tree Lighting Ceremony.

Recommended Action:

Attachments: Staff Report

10.2. Establishment of Permit Parking on both sides of Olive Street from Almond Avenue to Palmyra Avenue
Adopt Resolution 11667. A Resolution of the City Council of the City of Orange adopting a revised master resolution of designated permit parking areas and established permit parking opportunity areas within the City of Orange.

Recommended Action:

Staff Report
Attachment 1 Resolution No. 11667
Attachment 2 Neighborhood Permit Parking Opportunity Area #6 Attachment 3 Activation Map Permit Parking Opportunity Area #6 Attachment 4 City Traffic Commission Staff Report April 8, 2026 Attachment 5 Excerpt of Draft City Traffic Commission Minutes April 8, 2026
Attachment 6 Notification Letter Olive Street
Attachments:

10.3. Consideration of Resolutions pertaining to the November 3, 2026 General Municipal Election including a one-cent Transactions and Use Tax (Sales Tax) Measure

1. Adopt Resolution No. 11670. A Resolution of the City Council of the City of Orange Calling and Giving Notice of a General Municipal Election to be held on Tuesday, November 3, 2026, for the election of certain officers as required by the provisions of the laws of the State of California relating to General Law cities and for the submission to the voters a question relating to a local general transactions and use tax (Sales Tax).

2. Adopt Resolution No. 11671. A Resolution of the City Council of the City of Orange adopting regulations for candidates for elective office pertaining to candidates ’ statements submitted to the voters at an election to be held on Tuesday, November Recommended Action:

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3, 2026.

3. Adopt Resolution No. 11673. A Resolution of the City Council of the City of Orange Requesting the Board of Supervisors of the County of Orange to consolidate a General Municipal Election to be held on Tuesday, November 3, 2026 with the Statewide General Election to be held on the same date pursuant to Elections Code Section 10403.

4. Identify Members of the City Council to file arguments for and/or against the measure and adopt Resolution No. 11672. A Resolution of the City Council of the City of Orange setting priorities for filing written arguments regarding a City measure and directing the City Attorney to prepare an impartial analysis for the measure to be submitted to the voters at the General Municipal Election to be held on Tuesday, November 3, 2026.

5. Adopt Resolution No. 11674. A Resolution of the City Council of the City of Orange providing for the filing of rebuttal arguments for City measures submitted at municipal elections.

Staff Report
Resolution No. 11670
Resolution No. 11671
Resolution No. 11673
Resolution No. 11672
Resolution No. 11674
Attachments:

11. LEGAL AFFAIRS

11.1. Introduction and First Reading of Ordinance No. 02-26 amending Chapter 8.13 of the Orange Municipal Code to impose strict liability on social hosts for allowing, facilitating, or failing to prevent the use or discharge of illegal fireworks, and establishing enforcement penalties and administrative fines Introduce and conduct First Reading of Ordinance No. 02-26. An Ordinance of the City Council of the City of Orange amending Chapter 8.13 of the Orange Municipal Code to impose strict liability on social hosts for allowing, facilitating, or failing to prevent the use or discharge of illegal fireworks, and establishing enforcement penalties and administrative fines.

Recommended Action:

Staff Report
Ordinance No. 02-26
Attachments:

12. ADJOURNMENT
The next Regular City Council meeting will be held on Tuesday, May 12, 2026, at 6:00 p.m., in the Council Chamber, with Closed Session beginning at 5:00 p.m., if necessary.

I, Pamela Coleman, CMC, City Clerk for the City of Orange, do hereby declare, under penalty of perjury, that a full and correct copy of this agenda was posted pursuant to Government Code Section 54950 et. seq., at the following locations: Orange Civic Center kiosk and Orange City Clerk's Office at 300 E. Chapman Avenue, Orange Main Public Library at 407 E.

Chapman Avenue, Police facility at 1107 N. Batavia Street, and uploaded to the City's website www.cityoforange.org. Date posted: April 23, 2026

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18 Agenda Item
Orange City Council
Item #: 4/28/2026 File #: 26-0238

1. SUBJECT
Proclamation recognizing Santiago Canyon College for its 2026 - 2027 Military Friendly School Designation

2. SUMMARY
Recognize and commend Santiago Canyon College for its designation as a Top 10 Military Friendly School for the 2026 - 2027 academic year.

3. ATTACHMENTS
· Draft Proclamation
City of Orange Page 1 of 1 Printed on 4/23/2026
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Agenda Item
Orange City Council
Item #: 4/28/2026 File #: 26-0238

1. SUBJECT
Proclamation recognizing Santiago Canyon College for its 2026 - 2027 Military Friendly School Designation

2. SUMMARY
Recognize and commend Santiago Canyon College for its designation as a Top 10 Military Friendly School for the 2026 - 2027 academic year.

3. ATTACHMENTS
· Draft Proclamation
City of Orange Page 1 of 1 Printed on 4/23/2026
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Proclamation
Honoring
Santiago Canyon College
2026-27 Military Friendly® School
WHEREAS, Santiago Canyon College (SCC), located in the City of Orange, is dedicated to providing accessible, high-quality education, and comprehensive support services that empower a diverse student population, including veterans, active-duty service members, military spouses, and their families; and WHEREAS, SCC has been recognized as one of the Top 10 Military Friendly® Schools for the 2026-2027 academic year, earning the distinction of being ranked No. 6 in the nation in the Small Community College category; and WHEREAS, SCC is the only California community college to rank in the Top 10 nationwide within the Small Community College category for the 2026-2027 Military Friendly® Schools designation, reflecting its exceptional commitment to those who have served our nation; and
WHEREAS, this prestigious designation highlights the outstanding efforts of SCC faculty, staff, and leadership in fostering a supportive and inclusive environment for veterans, dependents, and military-connected students through programs such as the Veterans Resource Center; and
WHEREAS, institutions earning the Military Friendly® Schools designation are evaluated using both public data sources and responses to a comprehensive proprietary survey administered by VIQTORY, with participation from more than 3,200 organizations; and
WHEREAS, final rankings are determined based on a combination of survey results, public data, and demonstrated success in key areas including student recruitment, retention, academic progress, graduation rates, career placement, and the availability of support services for veterans, transitioning service members, and military spouses; and
WHEREAS, SCC continues to serve as a model institution by exceeding established benchmarks and advancing opportunities for student veterans to achieve their academic and career goals.

NOW, THEREFORE, I, Dan Slater, Mayor of the City of Orange, and the entire City Council, do hereby recognize and commend Santiago Canyon College for its designation as a Top 10 Military Friendly® School for the 2026-2027 academic year, and applaud its ongoing commitment to excellence in serving the veteran and militaryconnected community. We extend our sincere congratulations and express our appreciation for the college’s continued leadership, innovation, and dedication to student success.

Draft
21 Agenda Item
Orange City Council
Item #: 3.1. 4/28/2026 File #: 26-0162
TO: Honorable Mayor and Members of the City Council
THRU: Jarad Hildenbrand, City Manager
FROM: Pamela Coleman, City Clerk/City Clerk Services Director

1. SUBJECT
Waive reading in full of all ordinances on the Agenda

2. SUMMARY
This item asks the City Council to waive the reading in full of all ordinances on the agenda (if any) and approve their reading by title only.

State law requires that all ordinances be read in full either at the time of the introduction or at the time of passage, unless a motion waiving further reading is adopted by a majority of the City Council (Gov.

Code § 36934).

3. RECOMMENDED ACTION
Approve.

4. ATTACHMENTS
· None
City of Orange Page 1 of 1 Printed on 4/23/2026
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Agenda Item
Orange City Council
Item #: 3.1. 4/28/2026 File #: 26-0162
TO: Honorable Mayor and Members of the City Council
THRU: Jarad Hildenbrand, City Manager
FROM: Pamela Coleman, City Clerk/City Clerk Services Director

1. SUBJECT
Waive reading in full of all ordinances on the Agenda

2. SUMMARY
This item asks the City Council to waive the reading in full of all ordinances on the agenda (if any) and approve their reading by title only.

Code § 36934).

3. RECOMMENDED ACTION
Approve.

4. ATTACHMENTS
· None
City of Orange Page 1 of 1 Printed on 4/23/2026
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Agenda Item
Orange City Council
Item #: 3.2. 4/28/2026 File #: 26-0067
TO: Honorable Mayor and Members of the City Council
THRU: Jarad Hildenbrand, City Manager
FROM: Alan Velasco, Fire Chief

1. SUBJECT
Agreement with County of Orange for the Transfer of Property or Funds for Fiscal Year 2023 Homeland Security Grant Program Purposes

2. SUMMARY
The City of Orange has been awarded Fiscal Year 2023 Homeland Security Grant Program resources through the County of Orange, acting as the lead agency for the Orange County Operational Area. Approval of this agreement allows the County of Orange to transfer grant-funded equipment, technology, services, or funds to the City of Orange to enhance emergency preparedness and homeland security capabilities consistent with approved grant objectives.

3. RECOMMENDED ACTION
Approve the agreement with County of Orange for the transfer of property or funds for Fiscal Year 2023 Homeland Security Grant Program purposes; and authorize the Mayor and City Clerk to execute on behalf of the City.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 1: Maintain Strong Emergency and Safety Services
Objective1.7: Enhance Emergency Preparedness Education & Awareness

6. DISCUSSION AND BACKGROUND
The County of Orange, acting through its Sheriff-Coroner Department, serves as the lead agency for the Orange County Operational Area and is responsible for administering the Fiscal Year 2023 Homeland Security Grant Program on behalf of participating jurisdictions. The program is administered by the California Office of Emergency Services and is intended to enhance countywide emergency preparedness, coordination, and response capabilities.

Through this agreement, the City of Orange will receive an electronic fire extinguisher training system to support public education, fire safety training, and community preparedness activities. The electronic extinguisher allows residents and participants to practice proper fire extinguisher use in a controlled, reusable, and environmentally safe setting, without the discharge of live extinguishing agents. This equipment will be used for public outreach events, fire prevention education, and City of Orange Page 1 of 2 Printed on 4/23/2026
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Item #: 3.2. 4/28/2026 File #: 26-0067
agents. This equipment will be used for public outreach events, fire prevention education, and training opportunities designed to improve community readiness and reduce fire-related risks.

Under the terms of the agreement, the County of Orange will transfer the grant-funded equipment to the City of Orange for approved homeland security and preparedness purposes. The City is responsible for maintaining the equipment throughout its useful life, ensuring it is available for mutual aid when appropriate, and complying with all applicable grant requirements, including reporting, audit, and record retention provisions. Approval of this agreement is required for the City to receive and utilize the electronic fire extinguisher training system as part of the Fiscal Year 2023 Homeland Security Grant Program.

7. ATTACHMENTS
· FY23 Homeland Security Grant Program Transfer Agreement City of Orange Page 2 of 2 Printed on 4/23/2026
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Agenda Item
Orange City Council
Item #: 3.2. 4/28/2026 File #: 26-0067
TO: Honorable Mayor and Members of the City Council
THRU: Jarad Hildenbrand, City Manager
FROM: Alan Velasco, Fire Chief

1. SUBJECT
Agreement with County of Orange for the Transfer of Property or Funds for Fiscal Year 2023 Homeland Security Grant Program Purposes

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 1: Maintain Strong Emergency and Safety Services
Objective1.7: Enhance Emergency Preparedness Education & Awareness

Through this agreement, the City of Orange will receive an electronic fire extinguisher training system to support public education, fire safety training, and community preparedness activities. The electronic extinguisher allows residents and participants to practice proper fire extinguisher use in a controlled, reusable, and environmentally safe setting, without the discharge of live extinguishing agents. This equipment will be used for public outreach events, fire prevention education, and City of Orange Page 1 of 2 Printed on 4/23/2026
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Item #: 3.2. 4/28/2026 File #: 26-0067
agents. This equipment will be used for public outreach events, fire prevention education, and training opportunities designed to improve community readiness and reduce fire-related risks.

7. ATTACHMENTS
· FY23 Homeland Security Grant Program Transfer Agreement City of Orange Page 2 of 2 Printed on 4/23/2026
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CFDA: 97.067 Homeland Security Grant Program Department of Homeland Security

Page 1 of 4 ends

1 AGREEMENT TO TRANSFER PROPERTY OR FUNDS
2 FOR 2023 HOMELAND SECURITY GRANT PROGRAM PURPOSES
3 THIS AGREEMENT is entered into this 18th 4 day of February 2026, which date is enumerated 5 for purposes of reference only, by and between the COUNTY OF ORANGE, a political subdivision of 6 the State of California, hereinafter referred to as “COUNTY,” and the__________, a municipal 7 corporation, hereinafter referred to as “SUBRECIPIENT.” 8 WHEREAS, COUNTY, acting through its Sheriff-Coroner Department, hereinafter referred to 9 as SHERIFF, in its capacity as the lead agency for the Orange County Operational Area, has applied 10 for, received, and accepted the 2023 Homeland Security Grant Program (hereinafter referred to as 11 “the grant”) from the California Office of Emergency Services (“Cal OES”). 12 WHEREAS, the purpose of the Homeland Security Grant Program (HSGP) is to enhance 13 county-wide emergency preparedness as outlined in the grant documents that are attached hereto 14 as Attachments A (FY 23 CA Supplement to the Federal Notice of Funding Opportunity), B (FY 23 15 Homeland Security Grant Program Notice of Funding Opportunity), and C (FY 23 Homeland 16 Security Grant Assurances), which are attached hereto and incorporated herein by reference. The 17 terms of the grant require that COUNTY use certain grant funds to purchase equipment, 18 technology, or services that will be transferred to SUBRECIPIENT to be used for grant purposes. 19 NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
20 1. The COUNTY shall transfer to SUBRECIPIENT the equipment, technology, or services 21 as specified in Attachment D (FY23 Equipment Release Document), which is attached hereto and 22 incorporated herein by reference. Suppose the grant requires COUNTY to transfer to 23 SUBRECIPIENT equipment, technology, or services that COUNTY has not yet acquired. In that case, 24 COUNTY shall transfer said equipment, technology, or services to SUBRECIPIENT as soon after 25 acquisition by COUNTY as is reasonably practicable.
26 2. If COUNTY transfers grant funds to SUBRECIPIENT, SUBRECIPIENT shall use said 27 grant funds only to acquire equipment, technology, or services outlined in Attachment B hereto 28 and/or to perform such other grant functions, if any, for which Attachments A, B, and C permit ______
28 CFDA: 97.067 Homeland Security Grant Program Department of Homeland Security

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1 SUBRECIPIENT to expend grant funds. SUBRECIPIENT shall provide COUNTY with a budget 2 breakdown signed by the authorized agent. Throughout its useful life, SUBRECIPIENT shall use any 3 equipment, technology, or services acquired with grant funds only for those purposes permitted 4 under the terms of the grant and shall make it available for mutual aid response. 5 3. The SUBRECIPIENT shall exercise due care to preserve and safeguard grant property 6 and equipment from damage or destruction and shall provide regular maintenance and repairs for 7 said equipment as is necessary, to keep the said equipment continually in good working order. 8 Such maintenance and servicing shall be the sole responsibility of the SUBRECIPIENT, who shall 9 pay for material and labor costs for any maintenance and repair of the said equipment throughout 10 the life of the said equipment.
11 4. SUBRECIPIENT shall assume all continuation costs of said equipment, technologies, 12 and/or services, to include, but not limited to, upgrades, licenses, and renewals of said equipment, 13 technologies, and/or services.
14 5. When original or replacement equipment acquired under HSGP becomes obsolete 15 for program activities, SUBRECIPIENT shall notify COUNTY of such a condition. SUBRECIPIENT 16 shall dispose of grant-funded equipment only in accordance with the instructions of the COUNTY 17 or the agency from which COUNTY received the grant funds. 18 6. SUBRECIPIENT agrees to indemnify, defend, and save harmless COUNTY and the 19 agency from which COUNTY received grant funds, and their elected and appointed officials, 20 officers, agents, and employees from any and all claims and losses accruing or resulting to any and 21 all contractors, subcontractors, laborers, and any other person, firm or corporation furnishing or 22 supplying work, services, materials, or supplies in connection with SUBRECIPIENT’S use of grant23 funded equipment, technology, or services and SUBRECIPIENT’S performance of this Agreement, 24 including Attachments A, B, C, and D hereto, and from any and all claims and losses accruing or 25 resulting to any person, firm, or corporation who may be injured or damaged by SUBRECIPIENT in 26 the performance of this Agreement, including Attachments A, B, C, and D hereto. 27 7. By executing this Agreement, SUBRECIPIENT agrees to comply with and be fully 28 bound by all applicable provisions of Attachments A, B, C, and D hereto. SUBRECIPIENT shall notify 29 CFDA: 97.067 Homeland Security Grant Program Department of Homeland Security

Page 3 of 4 ends

1 COUNTY immediately upon discovery that it has not abided or no longer will abide by any applicable 2 provision of Attachments A, B, C, and D hereto.
3 SUBRECIPIENT and COUNTY shall be subject to examination and audit by the California 4 State Auditor with respect to this Agreement for a period of three years after the final payment 5 hereunder.
6 9. No alteration or variation of the terms of this Agreement shall be valid unless made 7 in writing and signed by duly authorized representatives of the parties hereto. No oral 8 understanding or agreement not incorporated herein shall be binding on any of the parties hereto. 9 10. SUBRECIPIENT may not assign this Agreement in whole or in part without the express 10 written consent of COUNTY.
11 11. For a period of three years after the final payment hereunder or until all claims related 12 to this Agreement are finally settled, whichever is later, SUBRECIPIENT shall preserve and maintain 13 all documents, papers, and records relevant to the work performed or property or equipment 14 acquired in accordance with this Agreement, including Attachments A, B, C, and D hereto. For the 15 same time period, SUBRECIPIENT shall make said documents, papers, and records available to 16 COUNTY and the agency from which COUNTY received grant funds or their duly authorized 17 representative(s), for examination, copying, or mechanical reproduction on or off the premises of 18 SUBRECIPIENT, upon request during usual working hours. 19 12. The SUBRECIPIENT shall provide to COUNTY all records and information requested 20 by COUNTY for inclusion in quarterly reports and such other reports or records as COUNTY may be 21 required to provide to the agency from which COUNTY received grant funds or other persons or 22 agencies.
23 13. COUNTY may terminate this Agreement and be relieved of the payment of any 24 consideration to SUBRECIPIENT if a) SUBRECIPIENT fails to perform any of the covenants 25 contained in this Agreement, including the applicable terms of Attachments A, B, C, and D hereto, 26 at the time and in the manner herein provided, or b) COUNTY loses funding under the grant. In the 27 event of termination, COUNTY may proceed with the work in any manner deemed proper by 28 COUNTY.
30 X
31 Agenda Item
Orange City Council
Item #: 3.3. 4/28/2026 File #: 26-0111
TO: Honorable Mayor and Members of the City Council
FROM: Jarad Hildenbrand, City Manager

1. SUBJECT
Agreement with the County of Orange for animal care, control, and shelter services

2. SUMMARY
The City of Orange has contracted with the County of Orange for animal care, control, and shelter services since 1976. The City of Orange approved the most recent agreement with the County of Orange in 2016 for a ten-year term. The ten-year agreement will expire on May 30, 2026. The proposed agreement incorporates new terms and extends animal care and control services for an additional five years.

3. RECOMMENDED ACTION
Approve the agreement with the County of Orange for animal care, control, and shelter services for a five-year term with first year totaling $1,828,025 ; and authorize the Mayor and City Clerk to execute on behalf of the City.

4. FISCAL IMPACT
The estimated expense for this agreement in Fiscal Year 2026-2027 is $1,828,025 and will be funded through the General Fund (100)
100-0000-56999 Other Repair/Maintenance Services
This agreement is for five years. The first year is projected to cost $1,828,025 but may be lower dependent on actual service volume and offsetting license fee revenue. Future installments will be requested in conjunction with the annual operating budget.

5. STRATEGIC PLAN GOALS
Goal 1: Maintain Strong Emergency and Safety Services.

Goal 2: Enhance Public Communication Strategy and Quality of Life.

6. DISCUSSION AND BACKGROUND
Background
The City of Orange (City) first entered into an agreement with the County of Orange (County) for animal care, control, and shelter services in 1976. The City approved the most recent agreement with the County in 2016 for a ten-year term ending May 30, 2026. Fourteen Orange County cities contract with the County for similar services. These cities include Anaheim, Cypress, Fullerton, Huntington Beach, Lake Forest, Placentia, San Juan Capistrano, Brea, Fountain Valley, Santa Ana, Tustin, Yorba City of Orange Page 1 of 5 Printed on 4/23/2026
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Item #: 3.3. 4/28/2026 File #: 26-0111
Beach, Lake Forest, Placentia, San Juan Capistrano, Brea, Fountain Valley, Santa Ana, Tustin, Yorba Linda, Villa Park, and Orange (Contract Cities).

To negotiate a new agreement with the County, the Orange County City Manager’s Association (OCCMA) appointed five city managers to a subcommittee exclusively tasked with negotiating a new agreement on behalf of the Contract Cities. The cities represented on the OCCMA subcommittee included Fountain Valley, Lake Forest, Placentia, Yorba Linda, and Villa Park.

After settling on agreed terms, Orange County Animal Care (OCAC) staff presented the revised fiveyear master provision agreement (New Agreement) to the Orange County Board of Supervisors on February 24, 2026. The Orange County Board of Supervisors approved the New Agreement and authorized the OCAC director to execute individual New Agreements with each of the Contract Cities.

As of this writing, several Contract Cities have approved their respective New Agreements with several others scheduled before the May 30, 2026, expiration date.

New Agreement Terms
Many OCAC services and operations will not change should the City Council approve the New Agreement. However, some of the key changes or additions include the following:
· Should the County decide to no longer use the OCAC facility in Tustin, the New Agreement details how a transition would proceed. Under this scenario, Contract Cities reserve the right to continue to lease the facility for shelter purposes at $1/year plus all operating costs, utility costs, maintenance, improvements, and any other costs incurred to operate the shelter. · If a new city wishes to contract with OCAC, then the new city must pay for the shelter’s expansion to accommodate the new city’s service needs. If it is determined the new city will not trigger a shelter expansion, then the new city must pay 5% above its actual costs. This is a “fair share” provision since the original Contract Cities (including Orange) have helped service the new facility’s construction debt for the past 10 years. · If OCAC intends to incorporate any new service category, then OCAC must provide 12-month notice to the Contract Cities with the Contract Cities reserving the right to respectively opt-in or out of the proposed service addition.
· OCAC will modify its billing process to ensure more predictability since actual costs can fluctuate due to unanticipated events requiring greater OCAC services (e.g., animal hoarding cases). OCAC will bill in equal installments based on a city’s Notice of Intent amount or actual utilization costs, whichever is greater. This will help alleviate a significant “true up” bill at the end of the year, thereby allowing cities to project its year-end expenditures more accurately.

Aside from the above changes, OCAC’s services will continue in the new agreement. As proposed, OCAC’s services to the Orange community include, but are not limited to:
· Emergency response service
· Patrol services
· Animal cruelty investigations
· Emergency transportation of injured animals
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Item #: 3.3. 4/28/2026 File #: 26-0111
· Deceased animal disposal
· Response to requests from law enforcement for assistance · Animal license issuance and renewals
· Veterinary services
· Rescue group coordination
· Public education and outreach services
OCAC Current and Projected Costs
OCAC Tustin Shelter - Final Payment
Under the current term, two parallel agreements have been in effect since May 2016 - the OCAC Services Agreement and the OCAC Shelter Participation agreement (Participation Agreement). The former focuses on the provision of animal care, control, and shelter services where the Participation Agreement codified the City’s debt service obligation for the OCAC shelter in Tustin.

For Orange, this amount was $2.7 million with a less than one percent interest applied annually. Over the ten-year term, these annual payments ranged from $271,000 - $292,000. The City will be making its final debt service payment this year with no other payments scheduled or incorporated in the New Agreement.

OCAC Services Agreement Costs
Every year, OCAC provides the City with an annual estimate in the form of a Notice of Intent (NOI).

Since entering the current OCAC agreement, the City’s actual costs have generally come under the NOI (see Table 1 - OCAC Costs). Overall, OCAC costs have been based on the number of animal control and animal shelter services Orange received (minus license/fee revenue) in the previous fiscal year. The average cost increase since Fiscal Year 2017-2018 is 5%.

Table 1: OCAC Costs
However, for Fiscal Year 2026-2027, OCAC has modified its approach. For this year, the NOI was calculated by averaging the Contract Cities’ net cost totals while incorporating the fee revenues from the last two fiscal years. With this in mind, the New Agreement’s preliminary cost for Orange in Fiscal Year 2026-2027 is projected to be $1,828,025. This represents a 2% increase from the City’s City of Orange Page 3 of 5 Printed on 4/23/2026
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Item #: 3.3. 4/28/2026 File #: 26-0111
estimated actual costs for Fiscal Year 2025-2026.

To help control costs going forward, the City may modify select fee categories pursuant to the consumer price index annually until full cost recovery is achieved. For reference, provided below is a summary of the adopted fee schedules for each of the Contract Cities. In general, Orange is on par with all the Contract Cities except for the sterilized dog, puppy, and sterilized dog (senior owner) fee categories. In those instances, Orange has the second highest fees behind Fullerton.

Cost Analysis
When evaluating Orange County’s larger cities on a per capita basis, OCAC is generally on par with what other agencies are paying. For example, in looking at Orange County cities with over 100,000 in population and removing those cities already on contract with OCAC, the per capita costs range from $10-$14 per person. With a FY27 estimate of $1,828,025, and a population of roughly 139,000, Orange’s per capita cost will be $13 per person, thereby falling within the range of Orange’s neighboring cities with different service models. Additionally, in many of these cities, the city adopts a hybrid approach where full-time employees are hired for licensing and control services, and the city execute a contract a non-profit entity (e.g., humane society) for shelter services. Overall, by contracting this service to OCAC, the City avoids adding to its unfunded accrued liability, thereby lessening costs in the long run.

Service Analysis
Regarding service quality comparisons, the City of Lake Forest’s decision to use BakerTilly (BT) as an objective third-party evaluator of two proposals is informative. Recently, Lake Forest received two proposals for animal control and care services. One was from OCAC and the other was from Mission Viejo Animal Services (MVAS). While BT’s analysis focused on Lake Forest, the analysis also made general observations after visiting both locations and meeting with their respective staff members. BT recommended that Lake Forest stay with OCAC and concluded that while MVAS offers an enrichment-driven environment with advanced capabilities, “OCAC is a high-capacity shelter with clean, organized facilities and positive volunteer engagement. It has strong sanitation, medical care, quarantine protocols, and customer service scores (83% to 91% would highly recommend). They operate in a transparent manner with public facing statistics on animal intakes and outcomes with a save rate of 83% (domestic dogs and cats) in 2025.”
BT’s analysis then went on to describe OCAC’s facility as “clean, orderly, and appropriately designed to manage a large and diverse animal population with its role as a regional municipal shelter.” Conclusion
OCAC provides comparatively cost effective and quality services with a state-of-the-art facility that the Orange community has helped fund for the past 10 years. OCAC staff meets regularly with the Contract Cities and has been responsive and professional to City staff when concerns or issues City of Orange Page 4 of 5 Printed on 4/23/2026
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Item #: 3.3. 4/28/2026 File #: 26-0111
Contract Cities and has been responsive and professional to City staff when concerns or issues arise. Therefore, in consideration of costs and service quality, staff recommend that the City Council continue the City’s partnership with OCAC and approve New Agreement for a five-year term.

7. ATTACHMENTS
· Agreement for Provision of Orange County Animal Care Services · Orange County Animal Care - Notice of Intent
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Agenda Item
Orange City Council
Item #: 3.3. 4/28/2026 File #: 26-0111
TO: Honorable Mayor and Members of the City Council
FROM: Jarad Hildenbrand, City Manager

1. SUBJECT
Agreement with the County of Orange for animal care, control, and shelter services

5. STRATEGIC PLAN GOALS
Goal 1: Maintain Strong Emergency and Safety Services.

Goal 2: Enhance Public Communication Strategy and Quality of Life.

6. DISCUSSION AND BACKGROUND
Background
The City of Orange (City) first entered into an agreement with the County of Orange (County) for animal care, control, and shelter services in 1976. The City approved the most recent agreement with the County in 2016 for a ten-year term ending May 30, 2026. Fourteen Orange County cities contract with the County for similar services. These cities include Anaheim, Cypress, Fullerton, Huntington Beach, Lake Forest, Placentia, San Juan Capistrano, Brea, Fountain Valley, Santa Ana, Tustin, Yorba City of Orange Page 1 of 5 Printed on 4/23/2026
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Item #: 3.3. 4/28/2026 File #: 26-0111
Beach, Lake Forest, Placentia, San Juan Capistrano, Brea, Fountain Valley, Santa Ana, Tustin, Yorba Linda, Villa Park, and Orange (Contract Cities).

As of this writing, several Contract Cities have approved their respective New Agreements with several others scheduled before the May 30, 2026, expiration date.

Aside from the above changes, OCAC’s services will continue in the new agreement. As proposed, OCAC’s services to the Orange community include, but are not limited to:
· Emergency response service
· Patrol services
· Animal cruelty investigations
· Emergency transportation of injured animals
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Item #: 3.3. 4/28/2026 File #: 26-0111
· Deceased animal disposal
· Response to requests from law enforcement for assistance · Animal license issuance and renewals
· Veterinary services
· Rescue group coordination
· Public education and outreach services
OCAC Current and Projected Costs
OCAC Tustin Shelter - Final Payment
Under the current term, two parallel agreements have been in effect since May 2016 - the OCAC Services Agreement and the OCAC Shelter Participation agreement (Participation Agreement). The former focuses on the provision of animal care, control, and shelter services where the Participation Agreement codified the City’s debt service obligation for the OCAC shelter in Tustin.

OCAC Services Agreement Costs
Every year, OCAC provides the City with an annual estimate in the form of a Notice of Intent (NOI).

Table 1: OCAC Costs
However, for Fiscal Year 2026-2027, OCAC has modified its approach. For this year, the NOI was calculated by averaging the Contract Cities’ net cost totals while incorporating the fee revenues from the last two fiscal years. With this in mind, the New Agreement’s preliminary cost for Orange in Fiscal Year 2026-2027 is projected to be $1,828,025. This represents a 2% increase from the City’s City of Orange Page 3 of 5 Printed on 4/23/2026
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Item #: 3.3. 4/28/2026 File #: 26-0111
estimated actual costs for Fiscal Year 2025-2026.

Service Analysis
Regarding service quality comparisons, the City of Lake Forest’s decision to use BakerTilly (BT) as an objective third-party evaluator of two proposals is informative. Recently, Lake Forest received two proposals for animal control and care services. One was from OCAC and the other was from Mission Viejo Animal Services (MVAS). While BT’s analysis focused on Lake Forest, the analysis also made general observations after visiting both locations and meeting with their respective staff members. BT recommended that Lake Forest stay with OCAC and concluded that while MVAS offers an enrichment-driven environment with advanced capabilities, “OCAC is a high-capacity shelter with clean, organized facilities and positive volunteer engagement. It has strong sanitation, medical care, quarantine protocols, and customer service scores (83% to 91% would highly recommend). They operate in a transparent manner with public facing statistics on animal intakes and outcomes with a save rate of 83% (domestic dogs and cats) in 2025.”
BT’s analysis then went on to describe OCAC’s facility as “clean, orderly, and appropriately designed to manage a large and diverse animal population with its role as a regional municipal shelter.” Conclusion
OCAC provides comparatively cost effective and quality services with a state-of-the-art facility that the Orange community has helped fund for the past 10 years. OCAC staff meets regularly with the Contract Cities and has been responsive and professional to City staff when concerns or issues City of Orange Page 4 of 5 Printed on 4/23/2026
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Contract Cities and has been responsive and professional to City staff when concerns or issues arise. Therefore, in consideration of costs and service quality, staff recommend that the City Council continue the City’s partnership with OCAC and approve New Agreement for a five-year term.

AGREEMENT FOR PROVISION OF

OC ANIMAL CARE SERVICES

BETWEEN

COUNTY OF ORANGE
AND

CITY OF ORANGE
MAY 31, 2026 THROUGH MAY 30, 2031
THIS AGREEMENT entered into this 31st day of May, 2026, which date is enumerated for purposes of reference only, is by and between the COUNTY OF ORANGE, a political subdivision of the State of California (“COUNTY”) and the CITY OF ORANGE (“CITY”). This AGREEMENT shall be administered by County of Orange OC Community Resources (“ADMINISTRATOR”). COUNTY and CITY may be referred to individually as a “PARTY” and collectively as the “PARTIES.” W I T N E S S E T H:

WHEREAS, COUNTY owns, and through OC Animal Care operates, an animal care shelter facility at 1630 Victory Road, Tustin, California (“SHELTER"); and WHEREAS, CITY wishes to contract with COUNTY for the provision of the Animal Care Services described herein; and
WHEREAS, COUNTY is willing and able to provide such services on the terms and conditions hereinafter set forth:

NOW, THEREFORE, IT IS MUTUALLY AGREED AS FOLLOWS:
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42 CITY OF ORANGE 2 of 10

CONTENTS

PARAGRAPH PAGE
Title Page.................................................................................................................................. 1 Contents.................................................................................................................................... 2 Referenced Contract Provisions.............................................................................................. 3 I. Alteration of Terms.................................................................................................................. 4 II. Indemnification and Insurance ................................................................................................ 4 III. Notices...................................................................................................................................... 5 IV. Severability............................................................................................................................... 5 V. Status of the Parties.................................................................................................................. 5 VI. Term ......................................................................................................................................... 6 VII. Termination .............................................................................................................................. 6 VIII. Third Party Beneficiary ........................................................................................................... 7 IX. Waiver of Default or Breach.................................................................................................... 7 X.Use of Shelter Upon Discontinuance of Use by County……………………………………. 7 XI.Participation of New Cities…………………………………………………………………. 8 XII.Governing Law and Venue………………………………………………………………….. 8 XIII.Attorney Fees.............................................................................................................................. 8 XIV.Appropriations………………………………………………………………………………… 8
Signature Page.......................................................................................................................... 10

EXHIBIT A
I. Definitions................................................................................................................................ 1 II. Services to be Provided by County ......................................................................................... 1 III. Payments .................................................................................................................................. 4 IV. City Manager’s Association Animal Care Committee ........................................................... 5 V. Laws and Regulations.............................................................................................................. 5 VI. Reports...................................................................................................................................... 6 VII. Records..................................................................................................................................... 6

EXHIBIT B
Animal Care Notice of Intent................................................................................................1 Page //
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43 CITY OF ORANGE 3 of 10
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REFERENCED CONTRACT PROVISIONS
Term: MAY 31, 2026 through MAY 30, 2031
Notices to COUNTY and CITY:

COUNTY: County of Orange
OC Community Resources
Director’s Office
1770 North Broadway
Santa Ana, CA 92706-2642
and
County of Orange
OC Community Resources
OC Animal Care Director
1630 Victory Rd.

Tustin, CA 92782
CITY: Jack Morgan
Deputy City Manager
City of Orange
300 East Chapman Avenue
Orange, CA 92866
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44 CITY OF ORANGE 4 of 10
I. ALTERATION OF TERMS
This AGREEMENT, together with Exhibit A and B, attached hereto and incorporated herein by reference, fully expresses all understanding of COUNTY and CITY with respect to the subject matter of this AGREEMENT, and shall constitute the total agreement between the PARTIES for these purposes.

No addition to, or alteration of, the terms of this AGREEMENT, whether written or verbal, shall be valid unless made in writing and formally approved and executed by both COUNTY and CITY.

II. INDEMNIFICATION AND INSURANCE
A. CITY agrees to indemnify, defend and hold COUNTY, its elected and appointed officials, officers, employees, agents and those special districts and agencies for which COUNTY’s Board of Supervisors acts as the governing Board (“COUNTY INDEMNITEES”) harmless from any claims, demands, including defense costs, or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the services, products or other performance provided by CITY pursuant to this AGREEMENT. If judgment is entered against CITY and COUNTY by a court of competent jurisdiction because of the concurrent active negligence of COUNTY or COUNTY INDEMNITEES, CITY and COUNTY agree that liability will be apportioned as determined by the court.

Neither PARTY shall request a jury apportionment.

B. COUNTY agrees to indemnify, defend and hold CITY, its elected and appointed officers, employees, agents, directors, members, shareholders and/or affiliates harmless from any claims, demands, including defense costs, or liability of any kind or nature, including but not limited to, personal injury or property damage, arising from or related to the services, products or other performance provided by COUNTY pursuant to this AGREEMENT. If judgment is entered against COUNTY and CITY by a court of competent jurisdiction because of the concurrent active negligence of CITY, COUNTY and CITY agree that liability will be apportioned as determined by the court. Neither PARTY shall request a jury apportionment.

C. Each PARTY agrees to provide the indemnifying PARTY with written notification of any claim related to services provided by either PARTY pursuant to this AGREEMENT within thirty (30) calendar days of notice thereof, and in the event the indemnifying PARTY is subsequently named party to the litigation, each PARTY shall cooperate with the indemnifying PARTY in its defense.

D. Without limiting CITY’s indemnification, CITY warrants that it is self-insured or shall maintain in force at all times during the term of this AGREEMENT, the policy or policies of insurance covering its operations, placed with reputable insurance companies. Upon request by ADMINISTRATOR, CITY shall provide evidence of such insurance.

E. Without limiting COUNTY’s indemnification, COUNTY warrants that it is self-insured or shall maintain in force at all times during the term of this AGREEMENT, the policy or policies of insurance covering its operations, placed with reputable insurance companies. Upon request by CITY, COUNTY shall provide evidence of such insurance.
45 CITY OF ORANGE 5 of 10
III. NOTICES
A. Unless otherwise specified, all notices, claims, correspondence, reports and/or statements authorized or required by this AGREEMENT shall be effective:

1. When written and deposited in the United States mail, first class postage prepaid and addressed as specified on Page 3 of this AGREEMENT or otherwise directed by ADMINISTRATOR or CITY;

2. When FAXed, transmission confirmed;

3. When sent by electronic mail; or

4. When accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel Service, or other expedited delivery service.

B. Termination Notices shall be addressed as specified on Page 3 of this AGREEMENT or as otherwise directed by ADMINISTRATOR or CITY and shall be effective when FAXed, transmission confirmed, or when accepted by U.S. Postal Service Express Mail, Federal Express, United Parcel Service, or other expedited delivery service.

C. Each PARTY shall notify the other PARTY, in writing, within twenty-four (24) hours of becoming aware of any occurrence of a serious nature, which may expose either PARTY to liability. Such occurrences shall include, but not be limited to, accidents, injuries, or acts of negligence, or loss or damage to any COUNTY property in possession of CITY.

D. For purposes of this AGREEMENT, any notice to be provided by COUNTY may be given by ADMINISTRATOR.

IV. SEVERABILITY
If a court of competent jurisdiction declares any provision of this AGREEMENT or application thereof to any person or circumstances to be invalid or if any provision of this AGREEMENT contravenes any federal, state, or county statute, ordinance, or regulation, the remaining provisions of this AGREEMENT or the application thereof shall remain valid, and the remaining provisions of this AGREEMENT shall remain in full force and effect, and to that extent the provisions of this AGREEMENT are severable.

V. STATUS OF THE PARTIES
Each PARTY is, and shall at all times be deemed to be, an independent contractor and shall be wholly responsible for the manner in which it performs the services required of it by the terms of this AGREEMENT. Each PARTY is entirely responsible for compensating staff and consultants employed by that PARTY. This AGREEMENT shall not be construed as creating the relationship of employer and employee, or principal and agent, between COUNTY and CITY or any of either PARTY’s employees, agents, consultants, or subcontractors. Each PARTY assumes exclusively the responsibility for the acts of its employees, agents, consultants, or subcontractors as they relate to the services to be provided during 46 CITY OF ORANGE 6 of 10
the course and scope of their employment. Each PARTY, its agents, employees, or subcontractors, shall not be entitled to any rights or privileges of the other PARTY’s employees and shall not be considered in any manner to be employees of the other PARTY.

VI. TERM
A. The term of this AGREEMENT shall commence as specified on Page 3 of this AGREEMENT.

B. The term of this AGREEMENT shall be automatically renewed each July for twelve (12) additional months, for a period of five (5) years, provided no notice of termination has been given by either PARTY in accordance with the “TERMINATION” paragraph of this AGREEMENT.

VII. TERMINATION
A. COUNTY may terminate this AGREEMENT, without cause, upon twelve (12) months written notice to CITY or immediately upon default by the CITY of its obligations hereunder.

B Upon termination, both PARTIES shall be obligated to perform such duties as would normally extend beyond this term, including but not limited to, obligations with respect to confidentiality, indemnification, audits, reporting and accounting.

C.. The obligations of COUNTY or CITY under this AGREEMENT are contingent upon the provision of sufficient funding for the services hereunder in the applicable budgets approved by the Board of Supervisors and the CITY’s City Council. In the event such funding is subsequently reduced or not appropriated, either PARTY may terminate this AGREEMENT upon thirty (30) calendar days written notice to the other PARTY. CITY acknowledges that the sharing of costs among the COUNTY and all contracting cities provides cost efficiencies and operational savings to COUNTY and each contracting city, and that COUNTY and each contracting city have entered into their services agreements in reliance on such shared costs and resulting savings. CITY further acknowledges that the withdrawal by CITY from the program would increase the financial burden of services on COUNTY and all remaining contracting cities, and acknowledges and agrees that it is the current intent of CITY to acquire Animal Care Services from the COUNTY pursuant to this AGREEMENT for a term of at least five (5) years, and that other cities acquiring services from the COUNTY are relying on CITY’s stated intention and the sharing of costs with CITY in electing to acquire similar services. CITY acknowledges and agrees that this AGREEMENT is contingent upon other local cities entering into similar agreements with the COUNTY to provide Animal Care Services for a period of five (5) years, and that this AGREEMENT will not be effective until other cities enter into similar agreements with the COUNTY to provide an estimated annual aggregate of at least 75% of the dollar value of Animal Care Services provided to contract cities during the twelve months prior to execution of this AGREEMENT. 47 CITY OF ORANGE 7 of 10
VIII. THIRD PARTY BENEFICIARY
Neither PARTY intends this AGREEMENT to create rights hereunder in any third parties including, but not limited to, any subcontractors or any clients provided services hereunder.

IX. WAIVER OF DEFAULT OR BREACH
Waiver of any default shall not be considered a waiver of any subsequent default. Waiver of any breach of any provision of this AGREEMENT shall not be considered a waiver of any subsequent breach.

Waiver of any default or any breach shall not be considered a modification of the terms of this AGREEMENT.

X. USE OF SHELTER UPON DISCONTINUANCE OF USE BY COUNTY
A. The SHELTER, which is owned and operated by COUNTY, shall be used by COUNTY for the provision of services for contracting cities and COUNTY unincorporated areas, as needed, pursuant to the terms of current and future services agreements. In the event COUNTY elects to discontinue usage of the SHELTER for animal sheltering purposes prior to December 31, 2066, COUNTY shall offer to those CITIES then currently contracting with COUNTY, whose AGREEMENTS contain this provision, to receive services pursuant to a services agreement the opportunity to lease the SHELTER strictly for animal sheltering purposes until such date, at a costs of $1.00 per year plus all rental costs, if any, owed to South Orange County Community College District (SOCCCD) pursuant to the Ground Lease entered into between COUNTY and SOCCCD.

B. Each and every CITY exercising this option shall be responsible for all operational costs; utility costs; maintenance, alteration, repair, and improvement costs; and any other costs of sustaining and operating an animal shelter at the site and shall indemnify COUNTY for any costs or liabilities resulting from or relating to the site. Upon exercise of the option, the COUNTY and the optioning CITIES shall use best efforts to negotiate mutually agreeable terms for the resulting lease. If the PARTIES cannot agree to mutually agreeable terms within one hundred and eighty (180) days after the exercise of the option, the option will terminate. The option provided for in this subsection is exclusive to those CITIES described above and may only be exercised collectively by those CITIES that elect to exercise the option or, if only one CITY wishes to do so, by that single electing CITY. The option must be exercised, if at all, within one hundred and eighty (180) days after COUNTY notifies CITIES of its decision to discontinue use of the SHELTER for animal sheltering purposes. The option provided herein shall be contingent upon the ground lease not terminating by its terms prior to COUNTY obtaining fee hold possession of the site.

C. In the event COUNTY does not yet have fee hold possession of the site as of April 29, 2034, the expiration date of the ground lease, COUNTY shall, at least six months prior to that date, consult with those CITIES then contracting with COUNTY for SERVICES regarding proposed methods of accessing continued use of the site.
48 CITY OF ORANGE 8 of 10
XI. PARTICIPATION OF NEW CITIES
A. After full execution of this AGREEMENT, cities not a PARTY to this AGREEMENT (either new cities or cities previously a PARTY to this AGREEMENT whose AGREEMENT has terminated) may be added to the COUNTY’s Animal Care Services program at the discretion of and under terms deemed acceptable by the COUNTY. If such new or returning city requests to participate in the Animal Care Services program, and COUNTY elects to provide Animal Care Services to such city, such city will be required to pay all, or, if such expansion is necessitated by the participation of multiple new and/or returning cities, its pro rata portion, of the costs of any SHELTER expansion attributable to such city’s anticipated use of the SHELTER. If the COUNTY determines, at its sole discretion, that no expansion is required to accommodate a new or returning city, said city or cities shall be required to pay, in addition to actual annual costs, 5% of its Notice of Intent (see Exhibit A, Section II.A) for shelter maintenance and repair which shall be used by COUNTY to defray the cost of capital projects for the current PARTIES to this Agreement whose contracts did not terminate. CITY payment of 5% above annual Notice of Intent shall be limited to the term of this AGREEMENT. For the sake of clarity and avoidance of misunderstanding, new or returning cities will not be offered the option to lease SHELTER facilities pursuant to the “USE OF SHELTER UPON DISCONTINUANCE OF USE BY COUNTY” paragraph of this AGREEMENT.

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

XIII. ATTORNEY’S FEES
In any action or proceeding to enforce or interpret any provision of this AGREEMENT, or where any provision hereof is validly asserted as a defense, each PARTY shall bear its own attorney's fees, costs and expenses.

XIV. APPROPRIATIONS
During the term of this AGREEMENT, for each fiscal year, CITY shall make reasonable efforts to adopt all necessary budgets and make all necessary appropriations for all payments due hereunder. To the extent COUNTY has not terminated this AGREEMENT as provided hereunder, the CITY shall continue to make reasonable efforts to make all payments required hereunder. 49 CITY OF ORANGE 9 of 10
[SIGNATURE PAGE FOLLOWS.]
50 CITY OF ORANGE 10 of 10
IN WITNESS WHEREOF, the PARTIES have executed this AGREEMENT in the County of Orange, State of California.

CITY OF ORANGE
BY: DATED:

Daniel R. Slater, CITY MAYOR
ATTEST:

BY: DATED:

CITY CLERK
APPROVED AS TO FORM:

BY: DATED:

CITY ATTORNEY

COUNTY OF ORANGE
BY: DATED:

TITLE:

APPROVED AS TO FORM:

OFFICE OF THE COUNTY COUNSEL

ORANGE COUNTY, CALIFORNIA
BY: DATED:

DEPUTY
51 CITY OF ORANGE 1 of 7 EXHIBIT A

EXHIBIT A

TO AGREEMENT FOR PROVISION OF

OC ANIMAL CARE SERVICES
WITH

CITY OF ORANGE
MAY 31, 2026 THROUGH MAY 30, 2031
I. DEFINITIONS
A. "Actual Cost" means all COUNTY expenditures, including indirect charges, for providing Animal Care Services to CITY pursuant to this AGREEMENT.

B. "Animal Care Notice of Intent" means the document, signed by authorized representatives of COUNTY and CITY, which specifies all Animal Care Services COUNTY intends to provide to CITY, the estimated cost of the services, and the effective date.

C. "Animal Care Service(s)" means one or more service to be provided by COUNTY to CITY, as specified, by category, in Paragraph II.B. of Exhibit A to this AGREEMENT.

D. "Fee Revenue" means revenue collected by COUNTY for Animal Care Services provided by COUNTY to CITY pursuant to this AGREEMENT.

E. "Fiscal Year" means a twelve (12)-month period from July through June.

F. "Net Cost" means Actual Cost minus Fee Revenue.

G. "Service Details" mean the activities performed by COUNTY within an Animal Care Service category.

II. SERVICES TO BE PROVIDED BY COUNTY
A. ANIMAL CARE NOTICE OF INTENT

1. Annually, by March 1, CITY shall identify which of the Animal Care Services, specified below in subparagraph II.B. of Exhibit A to this AGREEMENT, CITY would like COUNTY to provide during the next Fiscal Year. CITY and COUNTY may agree to individualized levels of Service Details within the Animal Care Services selected. Requests for individualized levels of Service Details will only be considered by COUNTY if the resulting service level will not conflict with state or federal statutes and will not endanger public health.

2. Annually, by April 1, COUNTY shall prepare and send to CITY an Animal Care Notice of Intent which shall include, but not be limited to, a list of Animal Care Services, and individualized Service Details, if any, COUNTY agrees to provide, estimated costs for said services, and the start date for those services. COUNTY shall provide the Animal Care Services specified in the Animal Care Notice of Intent signed by both ADMINISTRATOR or designee, and an authorized representative of CITY.

3. Upon mutual AGREEMENT of CITY and COUNTY, COUNTY may prepare a new or 52 CITY OF ORANGE 2 of 7 EXHIBIT A
amended Animal Care Notice of Intent at any time, may change due dates specified in subparagraph II.A.1. and II.A.2. of Exhibit A to this AGREEMENT, and may modify the format of the Animal Care Notice of Intent attached to this AGREEMENT as Exhibit B.

B. ANIMAL CARE SERVICES – COUNTY provides the following seven (7) categories of Animal Care Services. COUNTY shall provide to CITY the Animal Care Services specified on the most current, Animal Care Notice of Intent for the Fiscal Year, signed in accordance with subparagraph II.A.2. of this Exhibit A to the AGREEMENT. Each category of service includes Service Details which may be added or changed by ADMINISTRATOR upon six (6) months prior notification to CITY. However, any new Service Level Details not required by law and which were not contemplated or included in the Animal Care Notice of Intent approved by the PARTIES and in place at the time of the proposed change(s) shall require twelve (12) months prior notice to CITY, and CITY may opt in of the New Service Level Details.

1. ANIMAL CONTROL SERVICES – Animal Control Services include, but are not limited to, emergency response service; patrolling; impounding of stray animals and of owner-released animals; animal cruelty investigations; animal bite investigations; citation issuance; field release to owner and impound fee collection for impounded animals; quarantine activities including home checks of animals involved in bites; site inspections required to comply with vicious dog ordinances; emergency transportation of injured, impounded animals to a veterinarian; impounding of deceased animals for disposal; responses to requests for assistance from law enforcement and CITY officials regarding suspected criminal activities or zoning violations related to animals; advice to residents regarding wildlife management or other animal concerns, not to include wildlife eradication or relocation services; injured wildlife pick-up; animal license issuance and renewal, fee collection and payment services; customer support regarding animal licensing; animal license billing; and delinquent animal license follow-up; assistance to residents regarding potentially dangerous and/or vicious animals; impound data entry; and impound animal photography.

2. ANIMAL CARE SPECIAL SERVICES
a. Animal Care Special Services include, but are not limited to animal license issuance and renewal; fee collection and payment services; customer support regarding animal licensing; animal license billing; delinquent animal license follow-up; digital canvassing to locate and license unlicensed animals; inspection of animal-related businesses in CITY jurisdiction in response to complaints and in accordance with COUNTY established inspection schedules; and when applicable, issuance of animal permits for private homes.

3. ANIMAL CARE SHELTER SERVICES
a. Animal Care Shelter Services for animals impounded by OC Animal Care include, but are not limited to, retention of impounded animals at COUNTY’s Animal Care Shelter (Shelter), public display of animals to allow owner identification; contact of owners when animals are wearing identification; sale or release of impounded animals to residents; animal evaluation for adoption; 53 CITY OF ORANGE 3 of 7 EXHIBIT A
reasonable effort toward animal placement; public education; volunteer services; rescue group coordination; euthanasia and disposal of animals that are neither redeemed nor adopted; veterinary services and spay/neuter surgeries consistent with standards established by the California Veterinary Medical Board; and necropsies on animals that die under suspicious circumstances or at the request of law enforcement.
b. CITY may request additional retention days for healthy, non-aggressive impounded animals. Additional retention days will be offered to CITY upon written approval by COUNTY’s OC Community Resources Director, or designee, on a space available basis only. c. COUNTY agrees to maintain its Shelter in a humane manner, keep said premises in a clean condition at all times, and use humane methods of care. d. No animals may be donated, sold or otherwise released for the purposes of experimentation, research or vivisection.

4. BARKING DOG COMPLAINT SERVICES – Barking Dog Compliant Services include, but are not limited to, receipt of barking dog complaints from residents, customer assistance regarding barking dog complaints, issuance of citations, and administrative hearings in response to complaints received by COUNTY for barking dogs within jurisdiction of CITY.

5. STANDARD LICENSING SERVICES – Standard Licensing Services include, but are not limited to, animal license issuance and renewal, fee collection and payment services; customer support regarding animal licensing; animal license billing; and delinquent animal license follow-up.

6. CITY LICENSE SERVICES
a. City License Services include, but are not limited to, issuance of CITY animal licenses at the time of adoption or redemption by owners. CITY shall provide CITY licensing tags to COUNTY.

COUNTY shall provide quarterly licensing reports to CITY. b. CITY shall make its best effort to provide updated animal licensing information to COUNTY.

7. ANIMAL IMPOUND SERVICES – Animal Impound Services include, but are not limited to, data entry of impound information for each live or deceased animal from CITY, impound animal photography for each live animal, owner notification of impounded animal, and posting of animal photographs on COUNTY website. COUNTY shall receive CITY animals at Shelter at times arranged by COUNTY.

C. COUNTY shall notify CITY of COUNTY’s hours of operation for Animal Care Services.

COUNTY may adjust hours of operation for Animal Care Services upon ninety (90) calendar days prior notification given to CITY.

D. Animals which are being retained for criminal prosecutions, except for violations of animal control regulations and/or ordinances pursuant to this AGREEMENT, are not to be construed as held pursuant to the services provided under this AGREEMENT; housing will be provided at the discretion of COUNTY and at COUNTY’s usual and customary charges for such housing. 54 CITY OF ORANGE 4 of 7 EXHIBIT A
E. To facilitate the performance of services, COUNTY shall have full cooperation and assistance from CITY, its officers, agents and employees.

III. PAYMENTS
A. BASIS FOR PAYMENT

1. CITY shall pay COUNTY the Net Cost of providing Animal Care Services specified in Animal Care Notice of Intent for CITY signed in accordance with subparagraph II.A. CITY Net Costs may include services/supplies procured but not yet delivered within the Fiscal Year.

2. The methodology for determining CITY's Actual Cost of Animal Care Services shall be provided to CITY annually in accordance with the Reports paragraph of this AGREEMENT. CITY shall adopt Animal Care Services fees consistent with the most recent animal care services fees approved by the County of Orange Board of Supervisors (the “COUNTY FEES”) which fee amounts will be charged for Animal Care Services within CITY’s jurisdiction and shall be used in determining CITY's Actual Cost of Animal Care Services. If CITY wishes to adopt fees which are different from the COUNTY FEES, CITY shall notify COUNTY of the applicable fee amounts to be charged for Animal Care Services within CITY’s jurisdiction (the “CITY FEES”) and CITY FEES will be charged for Animal Care Services within CITY’s jurisdiction and shall be used in determining CITY's Actual Cost of Animal Care Services.

3. COUNTY shall record and retain all Fee Revenue derived from providing Animal Care Services to CITY. CITY’s Fee Revenue shall be credited to CITY’s Actual Cost of Animal Care Services.

COUNTY shall have all fee collection powers of CITY and shall receive full cooperation from CITY to enable efficient enforcement of fee collection.

B. PAYMENT SCHEDULE

1. Each Fiscal Year, CITY shall pay COUNTY in arrears for the Net Cost of Animal Care Services provided in accordance with the following payment schedule. Billings are due from COUNTY to CITY within thirty (30) calendar days following the three-month Period specified below.

Period Billing Due Payment Due
July 1 through September 30 October 30 November 25
October 1 through December 31 January 30 February 25
January 1 through March 31 April 30 May 25
April 1 through June 30 July 30 August 25

2. Because Actual Costs may fluctuate based on service utilization during a given billing period (e.g. a hoarding case), CITY shall be billed either in equal installments based on its Notice of Intent for that year, or based on actual utilization for the period, whichever is greater for the first three quarters of the year with the final, fourth quarter billed on actual utilization for the full year of services. 55 CITY OF ORANGE 5 of 7 EXHIBIT A

3. If payment is not received by COUNTY by the payment due date specified above in subparagraph III.B. of Exhibit A to this AGREEMENT, COUNTY may cease providing any further service under this AGREEMENT and may satisfy the indebtedness in any manner prescribed by law.

4. COUNTY may modify the payment schedule upon six (6) months written notification to CITY.

IV. CITY MANAGERS ASSOCIATION ANIMAL CARE COMMITTEE
A subcommittee of the Orange County City Managers Association representing all cities participating in OCAC services exists to facilitate communication between OCAC and the city managers and staff of participating cities regarding financial and operational matters of OCAC, including, but not limited to: the assessment of cost options for animal care services provided under the Services Agreements; supplemental services or financial requests which result in a change to a participating city’s Actual Cost; consideration of new or adjusted fees; and other Service Details which may arise during the course of the AGREEMENT. COUNTY shall provide regular updates on operations to the City Managers Association Animal Care Committee and to a participating city upon request.

V. LAWS AND REGULATIONS
A. COUNTY shall comply with all applicable governmental laws, regulations, and requirements related to Animal Care Services, as they exist now or may be hereafter amended or changed and shall enforce federal and state statutes deemed applicable to CITY by COUNTY. Animal Care Services provided by COUNTY to CITY may be changed to comply with said laws, regulations, and requirements.

ADMINISTRATOR will make its best efforts to notify CITY of changes that may impact Animal Care Services provided through this AGREEMENT.

B. For each Animal Care Service that COUNTY agrees to provide to CITY in an Animal Care Notice of Intent, CITY shall enact and maintain in full force and effect ordinances identical to COUNTY ordinances which apply to said service, including but not limited to, those related to fees.

ADMINISTRATOR shall notify CITY of the deadline for adopting said ordinances. If COUNTY is unable to enforce an animal care ordinance because of the limitations of a CITY ordinance or failure of CITY to adopt identical ordinances related to an Animal Care Service, COUNTY may suspend provision of one or all Animal Care Services to CITY or may terminate this AGREEMENT. It is the sole responsibility of CITY to immediately notify COUNTY of any discrepancy between relevant ordinances maintained by CITY and those maintained by COUNTY.

D. If CITY wishes to maintain any relevant ordinance that is not consistent, on any point, with COUNTY ordinances, CITY shall immediately notify COUNTY of the discrepant ordinance. At the sole discretion of COUNTY, COUNTY may waive CITY enactment and maintenance of COUNTY animal care ordinances and may agree to enforce, and issue citations for violations pursuant to, the discrepant CITY ordinance. CITY acknowledges that individualized enforcement of unique CITY ordinances may result in increased costs to CITY.
56 CITY OF ORANGE 6 of 7 EXHIBIT A
E. CITY shall notify COUNTY of its intent to add, amend, or delete any CITY animal care ordinance at least ninety (90) calendar days in advance of its addition, amendment, or deletion.

F. CITY may request that specific ordinances adopted by CITY not be enforced in CITY by COUNTY. Requests for exclusion must be submitted in writing and received by COUNTY ninety (90) calendar days prior to the requested exclusion. Requests for exclusion will only be considered by COUNTY if they are not in conflict with state statutes and do not endanger public health. COUNTY shall notify CITY, in writing, of COUNTY’s decision regarding the requested exclusion.

G. COUNTY’s OC Community Resources Director, or designee, may provide assistance to CITY in defining the manner in which enforcement of a new or amended animal care ordinance would be provided by COUNTY. Requests for assistance must be made in writing and received by COUNTY ninety (90) calendar days prior to the requested implementation of the service. If the cost of such service can be delineated and accommodated by COUNTY, COUNTY will send an amended Animal Care Notice of Intent to CITY which will include reference to the CITY ordinance.

H. CITY will reimburse COUNTY for ordinance enforcement, as specified in the “PAYMENTS” paragraph of this AGREEMENT.

VI. REPORTS
A. Each Fiscal Year, COUNTY shall provide to CITY written, quarterly reports of Animal Care Services revenue and expenses for each period specified below. Said reports will be due to CITY within thirty (30) calendar days of the month following the reporting period, in accordance with the schedule below:

Period Reports Due
July 1 through September 30 October 30
October 1 through December 31 January 30
January 1 through March 31 April 30
April 1 through June 30 July 30
B. Each Fiscal Year, COUNTY shall provide the following Animal Care Services reports to CITY by July 30:

1. A payment methodology report for Animal Care Services to be provided by COUNTY during the next Fiscal Year and

2. A Fiscal Year intake and outcome report.

C. COUNTY may change the due dates for reports specified in subparagraphs VI.A. and VI.B. above upon six (6) months written notification to CITY.

D. No less than once every three (3) years, COUNTY shall engage an external auditor to review CITY billings.
57 CITY OF ORANGE 7 of 7 EXHIBIT A
VII. RECORDS
A. All records created or received by COUNTY in accordance with the performance of COUNTY services pursuant to this AGREEMENT are confidential. COUNTY agrees to keep said records in such form and manner as the Auditor-Controller of COUNTY shall specify. Said records shall be open for examination by CITY at all reasonable times.

B. Once each Fiscal Year, COUNTY shall deliver to CITY only the addresses of each CITY licensed animal upon demand without additional expense or cost to CITY. Any such information requested which is confidential pursuant to the terms of the Public Records Act shall be released to CITY pursuant to government code. Prior to each disclosure, CITY agrees to complete and return to COUNTY a “Confidentiality Agreement” on a form approved or provided by COUNTY. The PARTIES agree and understand that this procedure is required by the Public Records Act and necessitated to permit CITY to obtain the information required for its use, and to allow COUNTY to disclose said information. Upon receipt by COUNTY, the records requested may be released to the extent COUNTY is in possession of such records, and permitted by state law to disclose them voluntarily. //
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58 CITY OF ORANGE 1 of 1 EXHIBIT B

EXHIBIT B

TO AGREEMENT FOR PROVISION OF

OC ANIMAL CARE SERVICES
WITH

CITY OF ORANGE
MAY 31, 2026 THROUGH MAY 30, 2031

ANIMAL CARE NOTICE OF INTENT
This Animal Care Notice of Intent specifies Animal Care Services to be provided to CITY by COUNTY for the Period: «NOI_START» through «NOI_END». COUNTY agrees to provide to the City of «COMPANY2» the following Animal Care Services beginning «NOI_EFFECTIVE»:
«SERVICE1»
«SERVICE2»
«SERVICE3»
«SERVICE4»
«SERVICE5»
The total estimated cost for Animal Care Services specified above is «TOTAL_COST_».

This is a new Animal Care Notice of Intent for the Period indicated above.

This is an Amendment to an existing Animal Care Notice of Intent for the Period indicated above.

Significant Changes Since the Previous Animal Care Notice of Intent:

To the best of my knowledge, this notice specifies the Animal Care Services to be provided by COUNTY.

City of Orange Representative and Title Date
OC Animal Care Director Date
59 60
61 Agenda Item
Orange City Council
Item #: 3.4. 4/28/2026 File #: 26-0196
TO: Honorable Mayor and Members of the City Council
THRU: Jarad Hildenbrand, City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Agreement with Joseph C. Truxaw and Associates, Inc. for land surveying services

2. SUMMARY
Land surveying services are required for the preparation of plans and specifications for the Annual Pipeline Renewal Project. Joseph C. Truxaw and Associates, Inc. is the top-ranked consultant among the firms that submitted proposals for these services.

3. RECOMMENDED ACTION
Approve the agreement with Joseph C. Truxaw and Associates, Inc. in the amount of $119,495 for land surveying services; and authorize the Mayor and City Clerk to execute on behalf of the City.

4. FISCAL IMPACT
The expense for this agreement is $119,495 and will be funded through Water (600):
600-5803-85103-255085 Pipeline Renewal Project

5. STRATEGIC PLAN GOALS
Goal 5: Improve Infrastructure, Mobility, and Technology.

6. DISCUSSION AND BACKGROUND
Existing water mains throughout the City are scheduled to be replaced as part of the Annual Pipeline Renewal Project. Land survey of the proposed project area is needed to develop construction plans and specifications. A Request for Proposal (RFP) for land surveying services was sent out to four surveying consultants on February 2, 2026. Two proposals were received from the following companies on the proposal due date of February 23, 2026. Proposals were reviewed based on the quality of submittal, key staff, qualifications, experience, and understanding of requested scope and methodology.

Company Amount

1. Joseph C. Truxaw and Associates, Inc. $119,495

2. Psomas $306,695
City of Orange Page 1 of 2 Printed on 4/23/2026
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Item #: 3.4. 4/28/2026 File #: 26-0196
Michael Baker International and Verticom Land Surveying were not responsive.

Joseph C. Truxaw and Associates, Inc. was selected as the top ranked consultant. They have successfully completed multiple land surveys for the City of Orange. Staff recommends that Joseph C. Truxaw and Associates, Inc. be awarded an agreement in the amount of $119,495 for the land surveying services. Work is scheduled to begin in May 2026 and is expected to be completed within 70 calendar days.

7. ATTACHMENTS
· Location Map
· Professional Services Agreement with Joseph C. Truxaw and Associates, Inc.

City of Orange Page 2 of 2 Printed on 4/23/2026
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Agenda Item
Orange City Council
Item #: 3.4. 4/28/2026 File #: 26-0196
TO: Honorable Mayor and Members of the City Council
THRU: Jarad Hildenbrand, City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Agreement with Joseph C. Truxaw and Associates, Inc. for land surveying services

4. FISCAL IMPACT
The expense for this agreement is $119,495 and will be funded through Water (600):
600-5803-85103-255085 Pipeline Renewal Project

5. STRATEGIC PLAN GOALS
Goal 5: Improve Infrastructure, Mobility, and Technology.

Company Amount

1. Joseph C. Truxaw and Associates, Inc. $119,495

2. Psomas $306,695
City of Orange Page 1 of 2 Printed on 4/23/2026
powered by Legistar™ 64
Item #: 3.4. 4/28/2026 File #: 26-0196
Michael Baker International and Verticom Land Surveying were not responsive.

7. ATTACHMENTS
· Location Map
· Professional Services Agreement with Joseph C. Truxaw and Associates, Inc.

City of Orange Page 2 of 2 Printed on 4/23/2026
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69 PROFESSIONAL SERVICES AGREEMENT
[Land Surveying Services]
THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is made at Orange, California, on this _____ day of _________________, 2026 (the “Effective Date”) by and between the CITY OF ORANGE, a municipal corporation (“City”), and JOSEPH C. TRUXAW AND ASSOCIATES, INC., a California corporation (“Contractor”), who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit “A,” which is attached hereto and incorporated herein by reference. As a material inducement to City to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in performing the work. The services which are the subject of this Agreement are not in the usual course of City’s business and City relies on Contractor’s representation that it is independently engaged in the business of providing such services and is experienced in performing the work.

Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner in conformance with the standards of quality normally observed by an entity providing such services to a municipal agency. All services provided shall conform to all federal, state and local laws, rules and regulations and to the best professional standards and practices. The terms and conditions set forth in this Agreement shall control over any terms and conditions in Exhibit "A" to the contrary.

Jonathan Smith, Assistant Engineer (“City’s Project Manager”), shall be the person to whom Contractor will report for the performance of services hereunder. It is understood that Contractor’s performance hereunder shall be under the supervision of City’s Project Manager (or his/her designee), that Contractor shall coordinate its services hereunder with City’s Project Manager to the extent required by City’s Project Manager, and that all performances required hereunder by Contractor shall be performed to the satisfaction of City’s Project Manager and the City Manager.

2. Compensation and Fees.
a. Contractor's total compensation for all services performed under this Agreement, shall not exceed ONE HUNDRED NINETEEN THOUSAND FOUR HUNDRED NINETY-FIVE DOLLARS and 00/100 ($119,495.00) without the prior written authorization of City.
b. The above compensation shall include all costs, including, but not limited to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental, subsistence and all related expenses.

3. Payment.
a. As scheduled services are completed, Contractor shall submit to City an invoice for the services completed, authorized expenses and authorized extra work actually performed or incurred.
70 2
b. All such invoices shall state the basis for the amount invoiced, including services completed, the number of hours spent and any extra work performed. c. City will pay Contractor the amount invoiced within thirty (30) days after the approval of the invoice.
d. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice.

4. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price therefor have been previously authorized in writing and approved by City as an amendment to this Agreement. City’s Project Manager is authorized to approve a reduction in the services to be performed and compensation therefor. All amendments shall set forth the changes of work, extension of time, and/or adjustment of the compensation to be paid by City to Contractor and shall be signed by the City’s Project Manager, City Manager or City Council, as applicable.

5. Licenses. Contractor represents that it and any subcontractors it may engage, possess any and all licenses which are required under state or federal law to perform the work contemplated by this Agreement and that Contractor and its subcontractors shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the performance of this Agreement.

6. Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and not an employee of City. City shall have the right to control Contractor only insofar as the result of Contractor's services rendered pursuant to this Agreement. City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and expense, furnish all facilities, materials and equipment which may be required for furnishing services pursuant to this Agreement. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its subcontractors, agents and employees, including compliance with social security withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever.

Contractor acknowledges that it and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits.

7. Contractor Not Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, to bind City to any obligation whatsoever.
71 3

8. Designated Persons. Only those qualified persons authorized by City’s Project Manager, or as designated in Exhibit “A,” shall perform work provided for under this Agreement.

It is understood by the parties that clerical and other nonprofessional work may be performed by persons other than those designated.

9. Assignment or Subcontracting. No assignment or subcontracting by Contractor of any part of this Agreement or of funds to be received under this Agreement shall be of any force or effect unless the assignment has the prior written approval of City. City may terminate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontracting may be approved by the City Manager or his/her designee.

10. Time of Completion. Except as otherwise specified in Exhibit “A,” Contractor shall commence the work provided for in this Agreement within five (5) days of the Effective Date of this Agreement and diligently prosecute completion of the work in accordance with the time period set forth in Exhibit “A” hereto or as otherwise agreed to by and between the representatives of the parties.

11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall do all things necessary and incidental to the prosecution of Contractor's work.

12. Reserved.

13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its control, other than those delays caused by City, shall be an extension of time. No matter what the cause of the delay, Contractor must document any delay and request an extension of time in writing at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Contractor’s control. If Contractor believes that delays caused by City will cause it to incur additional costs, it must specify, in writing, why the delay has caused additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above, absent a written amendment to this Agreement.

14. Products of Contractor. The documents, studies, evaluations, assessments, reports, plans, citations, materials, manuals, technical data, logs, files, designs and other products produced or provided by Contractor for this Agreement shall become the property of City upon receipt. Contractor shall deliver all such products to City prior to payment for same. City may use, reuse or otherwise utilize such products without restriction.

15. Equal Employment Opportunity. During the performance of this Agreement, Contractor agrees as follows:
a. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. 72 4
Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause.
b. Contractor shall, in all solicitations and advertisements for employees placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. c. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials.

16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the making, or in any way attempt to use its position as a consultant to influence any decision of City in which Contractor knows or has reason to know that Contractor, its officers, partners, or employees have a financial interest as defined in Section 87103 of the Government Code.

17. Indemnity.
a. To the fullest extent permitted by law, Contractor agrees to indemnify, defend and hold City, its City Council and each member thereof, and the officers, officials, agents and employees of City (collectively the “Indemnitees”) entirely harmless from all liability arising out of:
(1) Any and all claims under workers’ compensation acts and other employee benefit acts with respect to Contractor’s employees or Contractor’s subcontractor’s employees arising out of Contractor’s work under this Agreement, including any and all claims under any law pertaining to Contractor or its employees’ status as an independent contractor and any and all claims under Labor Code section 1720 related to the payment of prevailing wages for public works projects; and
(2) Any claim, loss, injury to or death of persons or damage to property caused by any act, neglect, default, or omission of Contractor, or person, firm or corporation employed by Contractor, either directly or by independent contract, including all damages due to loss or theft sustained by any person, firm or corporation including the Indemnitees, or any of them, arising out of, or in any way connected with the work or services which are the subject of this Agreement, including injury or damage either on or off City’s property; but not for any loss, injury, death or damage caused by the active negligence or willful misconduct of City. Contractor, at its own expense, cost and risk, shall indemnify any and all claims, actions, suits or other proceedings that may be brought or instituted against the Indemnitees on any such claim or liability covered by this subparagraph, and shall pay or satisfy any judgment that may be rendered against the Indemnitees, or any of them, in any action, suit or other proceedings as a result of coverage under this subparagraph.
73 5
b. To the fullest extent permitted by law, and as limited by California Civil Code 2782.8, Contractor agrees to indemnify and hold Indemnitees harmless from all liability arising out of any claim, loss, injury to or death of persons or damage to property to the extent caused by its negligent professional act or omission in the performance of professional services pursuant to this Agreement.
c. Except for the Indemnitees, the indemnifications provided in this Agreement shall not be construed to extend any third party indemnification rights of any kind to any person or entity which is not a signatory to this Agreement. d. The indemnities set forth in this section shall survive any closing, rescission, or termination of this Agreement, and shall continue to be binding and in full force and effect in perpetuity with respect to Contractor and its successors.

18. Insurance.
a. Contractor shall carry workers’ compensation insurance as required by law for the protection of its employees during the progress of the work. Contractor understands that it is an independent contractor and not entitled to any workers’ compensation benefits under any City program.
b. Contractor shall maintain during the life of this Agreement the following minimum amount of comprehensive general liability insurance or commercial general liability insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage and be written on an occurrence basis. c. Contractor shall maintain during the life of this Agreement, the following minimum amount of automotive liability insurance: the greater of (1) a combined single limit of One Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage for all owned, non-owned and hired vehicles and be written on an occurrence basis. d. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be available to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement. e. Each policy of general liability and automotive liability shall provide that City, its officers, officials, agents, and employees are declared to be additional insureds under the terms of the policy, but only with respect to the work performed by Contractor under this Agreement. A policy endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences that City is an additional insured as a contracting party. The minimum coverage required by Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability 74 6
insurance that is provided as part of the general or automobile liability minimums set forth herein shall be maintained for the duration of the Agreement.
f. Reserved.
g. The insurance policies maintained by Contractor shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy.

Contractor will determine its own needs in procurement of insurance to cover liabilities other than as stated above.
h. Before Contractor performs any work or prepares or delivers any materials, Contractor shall furnish certificates of insurance and endorsements, as required by City, evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten (10) days’ prior written notice to City.
i. Except for professional liability insurance coverage that may be required by this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to conduct the pertinent line of insurance business in California and having a rating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of professional liability insurance coverage, such coverage shall be issued by companies either licensed or admitted to conduct business in California so long as such insurer possesses the aforementioned Best rating.
j Contractor shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by City.

In such a case, City may procure insurance or self-insure the risk and charge Contractor for such costs and any and all damages resulting therefrom, by way of set-off from any sums owed Contractor.
k. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery.

Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer may acquire against City by virtue of the payment of any loss under such insurance.
l. Contractor shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to City for review and approval. All coverages for subcontractors shall be subject to all of the requirements stated herein.

19. Termination. City may for any reason terminate this Agreement by giving Contractor not less than five (5) days’ written notice of intent to terminate. Upon receipt of such notice, Contractor shall immediately cease work, unless the notice from City provides otherwise.

Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily 75 7
provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement, unless termination by City shall be for cause, in which event City may withhold any disputed compensation. City shall not be liable for any claim of lost profits.

20. Maintenance and Inspection of Records. In accordance with generally accepted accounting principles, Contractor and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the “records”) pertaining to the costs of and completion of services performed under this Agreement.

City and its authorized representatives shall have access to and the right to audit and reproduce any of Contractor's records regarding the services provided under this Agreement. Contractorshall maintain all such records for a period of at least three (3) years after termination or completion of this Agreement. Contractor agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days’ notice from City, and copies thereof shall be furnished if requested.

21. Compliance with all Laws/Immigration Laws.
a. Contractor shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement. b. If the work provided for in this Agreement constitutes a “public works,” as that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must be paid, to the extent Contractor’s employees will perform any work that falls within any of the classifications for which the Department of Labor Relations of the State of California promulgates prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it, shall pay not less than the specified prevailing rates of wages to all such workers. The general prevailing wage determinations for crafts can be located on the website of the Department of Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Contract, Contractor must meet all State registration requirements and criteria, including project compliance monitoring.
c. Contractor represents and warrants that it:
(1) Has complied and shall at all times during the term of this Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 (IRCA); and
(2) Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and
(3) Has properly maintained, and shall at all times during the term of this Agreement properly maintain, all related employment documentation records including, without limitation, the completion and maintenance of the Form I-9 for each of Contractor’s employees; and
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(4) Has responded, and shall at all times during the term of this Agreement respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security Administration.
d. Contractor shall require all subcontractors or subconsultants to make the same representations and warranties as set forth in Subsection 21.c. e. Contractor shall, upon request of City, provide a list of all employees working under this Agreement and shall provide, to the reasonable satisfaction of City, verification that all such employees are eligible to work in the United States. All costs associated with such verification shall be borne by Contractor. Once such request has been made, Contractor may not change employees working under this Agreement without written notice to City, accompanied by the verification required herein for such employees.
f. Contractor shall require all subcontractors or sub-consultants to make the same verification as set forth in Subsection 21.e.
g. If Contractor or subcontractor knowingly employs an employee providing work under this Agreement who is not authorized to work in the United States, and/or fails to follow federal laws to determine the status of such employee, that shall constitute a material breach of this Agreement and may be cause for immediate termination of this Agreement by City. h. Contractor agrees to indemnify and hold City, its officers, officials, agents and employees harmless for, of and from any loss, including but not limited to fines, penalties and corrective measures City may sustain by reason of Contractor's failure to comply with said laws, rules and regulations in connection with the performance of this Agreement.

22. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and Contractor agrees to submit to the jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California.

23. Integration. This Agreement constitutes the entire agreement of the parties. No other agreement, oral or written, pertaining to the work to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both parties. Any work performed which is inconsistent with or in violation of the provisions of this Agreement shall not be compensated.

24. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of 77 9
same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by email shall be deemed received on the date of the e-mail transmission. “CONTRACTOR” “CITY”
Joseph C. Truxaw and Associates, Inc. City of Orange
1915 W. Orangewood Ave, Suite 101 300 E. Chapman Avenue Orange, CA 92868 Orange, CA 92866-1591
Attn.: Craig Di Bias Attn.: Sonny Tran
Telephone: (714) 935-0265 Telephone: (714) 288-2475
E-Mail: [email protected] E-Mail: [email protected]

25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted electronically shall have the same effect as original signatures. [Remainder of page intentionally left blank; signatures on next page] 78 79
10 IN WITNESS of this Agreement, the parties have entered into this Agreement as of the year and day first above written.
“CONTRACTOR” “CITY”
JOSEPH C. TRUXAW AND ASSOCIATES, CITY OF ORANGE, a municipal corporation INC., a California corporation
*By: By:

Printed Name: Daniel R. Slater, Mayor
Title:
*By: ATTEST:

Printed Name:

Title:

Pamela Coleman, City Clerk
APPROVED AS TO FORM:

Nathalie Adourian, City Attorney
*NOTE: City requires the following signature(s) on behalf of the Contractor:
-- (1) the Chairman of the Board, the President or a Vice-President, AND (2) the Secretary, the Chief Financial Officer, the Treasurer, an Assistant Secretary or an Assistant Treasurer. If only one corporate officer exists or one corporate officer holds more than one corporate office, please so indicate. OR -- The corporate officer named in a corporate resolution as authorized to enter into this Agreement. A copy of the corporate resolution, certified by the Secretary close in time to the execution of the Agreement, must be provided to City.
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80 EXHIBIT “A”

SCOPE OF SERVICES
[Beneath this sheet.]
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Agenda Item
Orange City Council
Item #: 3.5. 4/28/2026 File #: 26-0136
TO: Honorable Mayor and Members of the City Council
THRU: Jarad Hildenbrand, City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Agreement with the County of Orange for a Waste Infrastructure System Enterprise Agreement governing municipal solid waste disposal rates, terms, and services

2. SUMMARY
Approval of Waste Infrastructure System Enterprise Agreement for a ten-year term, effective July 1, 2026. This agreement will update Non-Contract Gate Rates and other charges and will provide a dedicated waste stream from local jurisdictions and sanitation districts at competitive rates while maintaining the County’s Waste Infrastructure System.

3. RECOMMENDED ACTION
Approve the agreement with the County of Orange for municipal solid waste disposal rates, terms, and services; and authorize the Mayor and City Clerk to execute on behalf of the City.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 2: Enhance Economic Development and Achieve Fiscal Sustainability Goal 3: Enhance Public Communication Strategy and Quality of Life

6. DISCUSSION AND BACKGROUND
The County of Orange (County), through Orange County Waste & Recycling (OCWR), operates a County-owned landfill system with three active landfills and approximately 20 inactive sites. Since 1997, the City of Orange and other local cities have partnered with the County through Waste Disposal Agreements (WDAs), which guarantee landfill capacity and discounted disposal rates to participating cities. The current WDA has been amended several times and is currently set to expire on June 30, 2026.

In response to the upcoming expiration of the current WDA, OCWR developed the successor Waste Infrastructure System Enterprise (WISE) Agreement.

The current WDA limits annual rate increases to CPI and does not account for rising operational, regulatory, and environmental compliance costs. In addition to routine costs, OCWR specified that additional capital is needed to fund the Brea Olinda landfill closure and to significantly expand the City of Orange Page 1 of 3 Printed on 4/23/2026
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Item #: 3.5. 4/28/2026 File #: 26-0136
additional capital is needed to fund the Brea Olinda landfill closure and to significantly expand the San Juan Capistrano landfill's capacity over the 10-year term. To address these costs, OCWR’s initial WISE proposal would have increased disposal rates from $43.76 per ton (FY 25-26 rate) to $82.00 in the first year and was projected to rise to nearly $107.00 by 2035.

The Orange County City Managers Association (OCCMA), representing cities, sanitary districts, and special districts that rely on the landfill system, coordinated a review of the proposed WISE Agreement and began negotiations in late 2024. In 2025, OCCMA secured a one-year extension of the WDA through June 30, 2026, allowing additional time to continue negotiations.

Through negotiations, OCCMA and OCWR agreed on a phased rate structure increase for the first three years of the agreement. Starting in FY 2029-30, the rate adjustments include a CPI increase only.

Fiscal Year Contract Rate
2026-27 $67.00/ton
2027-28 $74.00/ton
2028-29 $81.00/ton
2029-30 $81.00/ton + CPI
The disposal costs contemplated under the WISE agreement are paid by the waste haulers as part of their solid waste services. Effective July 1, 2026, the increased disposal rates are expected to result in a 4.11% increase in monthly residential customer bills and a 9.5% increase in monthly commercial customer bills. These increases are in addition to any hauler-related service cost increases and in accordance with the terms of our Franchise Agreement with CR&R, and will be passed thru to the customer.

While the primary focus of the negotiations was tied to the disposal rate, OCCMA successfully negotiated the following key provisions:
· Beginning in 2030, an annual “true-up” process may freeze CPI adjustments depending on OCWR’s cost recovery and tonnage revenue. Cities may initiate a ‘meet and confer’ process with review by an independent consultant.
· Inclusion of review and annual notification provisions to ensure continued OCCMA participation to improve transparency and oversight of OCWR’s financial status and implementation of the WISE Agreement.
· Removal of language that would have made cities financially responsible for hauler nonpayment. · Adoption of a blended CPI index (60% Solid Waste, Water, and Sewer; 40% All Urban Consumers).
· Removal of the requirement that all residential organic waste be sent to OCWR; the County will offer optional organic waste processing services.

Cities must adopt the WISE Agreement by April 30, 2026, to avoid disposal rates that could be up to 10% higher. The ‘Participation Threshold’ for the WISE Agreement to become effective requires that cities that represent at least 50% of the disposal sent to the County landfills ratify the document. The City of Orange Page 2 of 3 Printed on 4/23/2026
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Item #: 3.5. 4/28/2026 File #: 26-0136
agreement is for 10 years, through June 30, 2036, with one optional 10-year extension.

The City of Orange will not be a participant in the County’s optional Organic Recycling Program that was included as part of the WISE agreement process and will not be executing an optional Organic Services Agreement (OSA). The City’s solid waste hauler operates its own organic waste processing facility which the City has been using as part of its solid waste services. CR&R’s Anaerobic Digestion (AD) facility in Perris, CA, converts organic waste into renewable natural gas (RNG) and fertilizer. It handles over 300,000 tons of organic waste each year, producing RNG to power CR&R’s collection fleet and nutrient-rich soil amendments for local agriculture.

7. ATTACHMENTS
· Agreement with Waste Infrastructure System Enterprise between the County of Orange and the City of Orange
City of Orange Page 3 of 3 Printed on 4/23/2026
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Agenda Item
Orange City Council
Item #: 3.5. 4/28/2026 File #: 26-0136
TO: Honorable Mayor and Members of the City Council
THRU: Jarad Hildenbrand, City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Agreement with the County of Orange for a Waste Infrastructure System Enterprise Agreement governing municipal solid waste disposal rates, terms, and services

3. RECOMMENDED ACTION
Approve the agreement with the County of Orange for municipal solid waste disposal rates and services; and authorize the Mayor and City Clerk to execute on behalf of the City.

4. FISCAL IMPACT
None.

5. STRATEGIC PLAN GOALS
Goal 2: Enhance Economic Development and Achieve Fiscal Sustainability Goal 3: Enhance Public Communication Strategy and Quality of Life

In response to the upcoming expiration of the current WDA, OCWR developed the successor Waste Infrastructure System Enterprise (WISE) Agreement.

The current WDA limits annual rate increases to CPI and does not account for rising operational, regulatory, and environmental compliance costs. In addition to routine costs, OCWR specified that additional capital is needed to fund the Brea Olinda landfill closure and to significantly expand the City of Orange Page 1 of 3 Printed on 4/23/2026
powered by Legistar™ 94
Item #: 3.5. 4/28/2026 File #: 26-0136
additional capital is needed to fund the Brea Olinda landfill closure and to significantly expand the San Juan Capistrano landfill's capacity over the 10-year term. To address these costs, OCWR’s initial WISE proposal would have increased disposal rates from $43.76 per ton (FY 25-26 rate) to $82.00 in the first year and was projected to rise to nearly $107.00 by 2035.

Through negotiations, OCCMA and OCWR agreed on a phased rate structure increase for the first three years of the agreement. Starting in FY 2029-30, the rate adjustments include a CPI increase only.

Cities must adopt the WISE Agreement by April 30, 2026, to avoid disposal rates that could be up to 10% higher. The ‘Participation Threshold’ for the WISE Agreement to become effective requires that cities that represent at least 50% of the disposal sent to the County landfills ratify the document. The City of Orange Page 2 of 3 Printed on 4/23/2026
powered by Legistar™ 95
Item #: 3.5. 4/28/2026 File #: 26-0136
agreement is for 10 years, through June 30, 2036, with one optional 10-year extension.

7. ATTACHMENTS
· Agreement with Waste Infrastructure System Enterprise between the County of Orange and the City of Orange
City of Orange Page 3 of 3 Printed on 4/23/2026
powered by Legistar™ 96

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

THE COUNTY OF ORANGE, CALIFORNIA
and
the

CITY OF ORANGE
Dated April 28, 2026
County Authorization Date: City Authorization Date:

April 28, 2026
County Notice Address:

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

City Manager
City of Orange
300 East Chapman Avenue
Orange CA 92866
97 TABLE OF CONTENTS
Page

ARTICLE I

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

ARTICLE II

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

ARTICLE III

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

ARTICLE IV

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

ARTICLE V

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

ARTICLE VI
TERM
Section 6.1 EFFECTIVE DATE AND TERM.................................................................................................. 24 Section 6.2 COMMENCEMENT DATE .......................................................................................................... 25 98 ARTICLE VII

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

ESTIMATED ANNUAL TONNAGE
APPENDIX 2

CUMULATIVE TONNAGE
APPENDIX 3

CUMULATIVE CAPITAL COSTS
APPENDIX 4

FRANCHISE HAULER ACKNOWLEDGEMENT
APPENDIX 5

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

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

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

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

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

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

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

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

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

The County has developed an Organics Infrastructure that is comprised of organic processing facilities to receive and process Organic Waste to support the State’s Organic Legislation goals, promote local recycling, assist local jurisdictions in meeting their organic diversion requirements and correspondingly conserve capacity in the 100
Disposal System and is offering interested Cities the option of participating in the County provided Organic Processing Services pursuant to a separate Organic Services Agreement (“OSA”) as provided in Appendix 5.

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

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

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

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

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

It is, therefore, agreed as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION
SECTION 1.1 DEFINITIONS. As used in this Agreement, the following terms shall have the meanings set forth below.
“Acceptable Waste” means all garbage, refuse, rubbish, Organic Waste and other materials and substances discarded or rejected as being spent, useless, worthless or in excess to the owners at the time of such discard or rejection and which are normally disposed of by or collected from residential (single family and multi-family), commercial, industrial, governmental and institutional establishments and which are acceptable at Class III landfills under Applicable Law.
“Act” means AB 939 the California Integrated Waste Management Act of 1989 (Division 30 of the California Public Resources Code), as amended, supplemented, superseded and replaced from time to time. “Agreement” means this Waste Infrastructure System Enterprise Agreement (“WISE Agreement”) between the County and the City as the same may be amended or modified from time to time in accordance herewith. “Appendix” means an appendix to this Agreement, as the same may be amended or modified from time to time in accordance with the terms hereof
“Applicable Law” means the Act, Organics Legislation, the Orange County Code of Ordinances, CERCLA, RCRA, CEQA, any Legal Entitlement and any federal or State rule, regulation, requirement, guideline, permit, action, determination or order of any Governmental Body having jurisdiction, applicable from time to time to the siting, design, permitting, acquisition, construction, equipping, financing, ownership, possession, operation or maintenance of the Waste Infrastructure System, and the transfer, handling, transportation and disposal of Acceptable Waste, Unacceptable Waste, or any other transaction or matter contemplated hereby (including any of the foregoing which concern health, safety, fire, environmental protection, mitigation monitoring plans and building codes). 101
“CalRecycle” means the California Department of Resources Recycling and Recovery, which is a branch of the California Environmental Protection Agency, and any agency, department or other Governmental Body which succeeds to the duties and powers thereof. CalRecycle oversees the State’s waste management and waste reduction programs. CalRecycle was established in 2010 to replace the California Integrated Waste Management Board and is responsible for the enforcement of legislation and regulations and diversion requirements applicable to the Waste Infrastructure System.
“Capital Costs” means all costs of the Waste Infrastructure System that are classified as capital costs for purposes of the budget of the Department in accordance with procedures established by the County of Orange AuditorController in compliance with the California State Controller’s Manual, including but not limited to all of the categories of costs of the Waste Infrastructure System including but not limited to “Buildings and Improvements, and Infrastructure” (Object Code 4200), “Equipment” (Object Code 4000-4040) and “Intangible” (Object Code 4250- 4299) in the County of Orange – Chart of Accounts, or any successor accounting or reporting system utilized by the County.
“CEQA” means the California Environmental Quality Act, codified in California Public Resources. Code Section 21000 et seq. as amended or superseded, and the regulations promulgated thereunder. “CERCLA” means the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.

Section 9601 et seq., as amended or superseded, and the regulations promulgated thereunder. “Change in Law” means any of the following events or conditions which has a material and adverse effect on the performance by the parties of their respective obligations under this Agreement (except for payment obligations), or on the siting, design, permitting, acquisition, construction, equipping, financing, ownership, possession, operation or maintenance of the Waste Infrastructure System or other matters to which Applicable Law applies:
(1) the enactment, adoption, promulgation, issuance, material modification or written change in administrative or judicial interpretation on or after the Commencement Date of any Applicable Law (other than Applicable Law enacted by the County); or
(2) the order or judgment of any Governmental Body (other than the County), on or after the Commencement Date, to the extent such order or judgment is not the result of willful or negligent action, error or omission or lack of reasonable diligence of the County or of the City, whichever is asserting the occurrence of a Change in Law; provided, however, that the contesting in good faith or the failure in good faith to contest any such order or judgment shall not constitute or be construed as such a willful or negligent action, error or omission or lack of reasonable diligence; or
(3) the denial of an application for, delay in the review, issuance or renewal of, or suspension, termination, interruption, imposition of a new or more stringent condition in connection with the issuance, renewal or failure of issuance or renewal on or after the Commencement Date of any Legal Entitlement to the extent that such denial, delay, suspension, termination, interruption, imposition or failure materially and adversely interferes with the performance of this Agreement, if and to the extent that such denial, delay, suspension, termination, interruption, imposition or failure is not the result of willful or negligent action, error or omission or a lack of reasonable diligence of the County or of the City, whichever is asserting the occurrence of a Change in Law; provided, however that the contesting in good faith or the failure in good faith to contest any such denial, delay, suspension, termination, interruption, imposition or failure shall not be construed as such a willful or negligent action, error or omission or lack of reasonable diligence; or (4) any new or revised requirements or fees relating to the funding or provision of Waste Infrastructure Services, including but not limited to, Integrated Waste Management Act Fees, Host Fees, regulations for disposal operations, organics processing and diversion, recycling initiatives or activities associated with the remediation, closure, funding or monitoring of closed landfills with respect to facilities comprising the Waste Infrastructure System, or facilities which the County previously utilized to provide waste disposal, transfer, recycling, processing or other waste related activities. “City” means, as applicable, the City (general law, charter or other), Special District or Sanitary District designated on the cover page of this Agreement and party to this Agreement. 102
“City Acceptable Waste” means all Acceptable Waste which was originally discarded by the first generator thereof within the geographical limits of the City, and Residue from the foregoing wherever produced, whether within or outside the City (or Tonnage equivalencies of such Residues, as and to the extent provided in subsection 3.1(D) hereof).
“Consumer Price Index” or “CPI” means a blend of the following two indexes based on the following percentage of each: 60% of the CPI shall be comprised of the Consumer Price Index published by the Bureau of Labor Statistics for All Urban Consumers: Water and Sewer and Trash Collection Services in U.S. City Average (CUSR0000EHG); and, 40% of the CPI shall be comprised of the Consumer Price Index for All Urban Consumers, not seasonally adjusted, all items index (CPI-U) – All items in Los Angeles-Long Beach-Anaheim (CUURS49ASA0).

In the event either of the forgoing indexes is no longer published during the term of this Agreement, such other index identified by the Bureau of Labor Statistics as a replacement or otherwise generally accepted as a replacement shall be used for purposes of this Agreement; and, in the absence thereof, the Orange County Board of Supervisors shall select an index that it determines most closely reflects the forgoing and best implements the intent of this Agreement. “Commencement Date” means the date on which the obligations of the parties hereto commence, established as provided in Section 6.2(B) hereof.
“Contract Date” means the first date on which this Agreement has been executed by both parties hereto. “Contract Rate” has the meaning specified in Section 4.2 hereof “Contract Year” means the fiscal year commencing on July 1 in any year and ending on June 30 of the following year.
“Controllable Waste” means all City Acceptable Waste with respect to which the City has the legal or contractual ability to determine the disposal location therefor and which is:
(1) Non-Recycled City Acceptable Waste;
(2) not generated from the operations of the Governmental Bodies which, under Applicable Law, have the independent power to arrange for the disposal of the waste they generate; and
(3) collected and hauled by Franchise Haulers.
“County” means the County of Orange, a political subdivision of the State of California and party to this Agreement.
“County Landfills” means all active Class III sanitary landfills located within the County of Orange and operated by the Department. At the time of execution, County Landfills consist of the Olinda Alpha Landfill located in Brea, California, the Frank R. Bowerman Landfill located in Irvine, California, and the Prima Deshecha Landfill located in San Juan Capistrano, California. (Note: The current estimated closure date for the Olinda Alpha Landfill is 2036 as specified in its Solid Waste Facility Permit. Throughout the term of this Agreement, County reserves the right to reduce, continue, expand, or cease all operation at the Olinda Alpha Landfill at its sole discretion.) “County Plan” means the integrated waste management plan of the County approved by CalRecycle pursuant to the Act as in effect from time to time.
“County Acceptable Waste” means Acceptable Waste generated in the County. “County-wide Recycling Services” has the meaning set forth in subsection 3.7(A) hereof. “Cumulative Tonnage Target” for any given Contract Year means the amount specified in Appendix 2 hereto with respect to such Contract Year.
“Department” means OC Waste & Recycling, and any agency, department or other Governmental Body which succeeds to the duties and powers thereof.
103
“Designated Facility” means the landfill or other County facility that the Department directs or assigns City Franchise Haulers to deliver City Acceptable Waste.
“Director” means the Director of OC Waste & Recycling.
“Disposal Services” means the solid waste disposal and other services to be provided by the County pursuant to the Service Covenant and as otherwise provided in this Agreement. “Disposal System” means the Waste Infrastructure System which includes solid waste disposal operations at active landfills; Organics Infrastructure; regional Household Hazardous Waste Collection Centers; and other waste management related systems deemed necessary by the County, as well as services, such as post-closure maintenance and other activities, at closed landfills formerly operated by the County, as appropriate under Applicable Law. “Environmental Fund” means the fund or funds held by the County to pay unanticipated costs of environmental mitigation, remediation or liability.
“Franchise Hauler” means any hauler or collector who provides Acceptable Waste collection services within the City pursuant to, or under authority granted by, a permit, contract, franchise or other agreement with the City. The term Franchise Hauler includes the City itself if Acceptable Waste collection and transportation services are provided directly by City operated municipal collection service. “Full Cost Recovery” means all facets of Department costs and responsibilities including, but not limited to; operation, maintenance and management of the Waste Infrastructure System, labor and equipment, capital projects, environmental monitoring and mitigation, site closure, legal and regulatory compliance, long-term post-closure maintenance, remediation costs, planning for contingencies associated with the County’s long-term liability and maintaining adequate financial reserves.
“Governmental Body” means any federal, State, county, city or regional legislative, executive, judicial or other governmental board, agency, authority, commission, administration, court or other body, or any officer thereof acting within the scope of his or her authority.
“Hazardous Material” or “Hazardous Substance” has the meaning given such term in CERCLA, the Carpenter-Presley-Tanner Hazardous Substance Account Act (California Health and Safety Code Section §78000 et seq.), and Titles 26 and 27 of the California Code of Regulations and other regulations promulgated thereunder. “Hazardous Waste” means (a) any waste which by reason of its quality, concentration, composition or physical, chemical or infectious characteristics may do either of the following: cause, or significantly contribute to, an increase in mortality or an increase in serious irreversible, or incapacitating reversible, illness, or pose a substantial threat or potential hazard to human health or the environment, or any waste which is defined or regulated as a hazardous waste, toxic substance, hazardous chemical substance or mixture, or asbestos under Applicable Law, as amended from time to time including, but not limited to: (1) the Resource Conservation and Recovery Act and the regulations contained in 40 CFR Parts 260-281; (2) the Toxic Substances Control Act (15 U.S.C. Sections 2601 et seq.) and the regulations contained in 40 CFR Parts 761-766; (3) the California Health and Safety Code, Section 25117 (West 1992 & Supp. 1996); (4) the California Public Resources Code, Section 40141 (West 1996); and (5) future additional or substitute Applicable Law pertaining to the identification, treatment, storage or disposal of toxic substances or hazardous wastes; or (b) radioactive materials which are source, special nuclear or by-product material as defined by the Atomic Energy Act of 1954 (42 U.S.C. Section 2011 et seq.) and the regulations contained in 10 CFR Part 40. The terms Hazardous Waste, Hazardous Material or Hazardous Substance shall be used interchangeably in this Agreement when not referring to specific Applicable Law.
“Host Fee” means the amount paid pursuant to Cooperative Agreements, referred to in Section 1.2 (I) of this Agreement, to compensate the cities identified in Section 1.2(I) (“Host Cities”) for costs or impacts incurred by Host Cities which might be associated with County Landfills due to their location within Host City boundaries, and not already substantially avoided or mitigated through the identification and adoption of Project Design Feature and Mitigation Measures.
“Imported Acceptable Waste” means Acceptable Waste that is generated outside of the geographical boundaries of the County and delivered to the Waste Infrastructure System. 104
“Importation Agreement” means an agreement between the County and any public or private entity for the delivery and acceptance of Imported Acceptable Waste pursuant to contract. “Independent Haulers” means those waste collection/hauler companies primarily engaged as a principal business in the collection and transportation of municipal solid waste generated in the County of Orange which are not obligated to deliver County Acceptable Waste to the Waste Infrastructure System pursuant to a franchise, contract, permit or other authorization with a City in the County. “Initial Term” has the meaning specified in Section 6.1(A) hereof. “Legal Entitlement” means all permits, licenses, approvals, authorizations, consents and entitlements of whatever kind and however described which are required under Applicable Law to be obtained or maintained by any person with respect to the Waste Infrastructure System or the performance of any obligation under this Agreement or the matters covered hereby.
“Legal Proceeding” means every action, suit, litigation, arbitration, administrative or regulatory proceeding, and other legal or equitable proceeding having a bearing upon this Agreement. “Loss-and-Expense” means any and all loss, liability, obligation, damage, delay, penalty, judgment, deposit, cost, expense, claim, demand, charge, tax, or expense, including all fees and costs. “MRF Fines” mean undersized or pulverized material consisting of small fractions of waste that are created during the recycling process as Material Recovery Facilities. “Net Import Revenues” has the meaning ascribed thereto in Section 3.6(F). “Non-Recycled City Acceptable Waste” means all City Acceptable Waste other than Recycled City Acceptable Waste.
“OC Waste & Recycling Enterprise Fund” means the waste management enterprise fund established and managed by the County pursuant to Section 25261 of the Government Code separate from its other funds and accounts for receipts and disbursements in connection with the Waste Infrastructure System. “Organics Infrastructure” means organic processing facilities designed to receive and process Organic Waste to support the State’s Organic Legislation goals, promote local recycling, and/or assist local jurisdictions in meeting their organic diversion requirements which are utilized by interested Cities in connection with their participating in County-provided Organic Processing Services pursuant to a separate Organic Services Agreement. “Organics Legislation” means organics recycling legislation including AB 1594, AB 1826, SB 1383 and any future legislation pertaining to the management and diversion of Organic Waste. “Organics Processing Services” means the services provided by County to Cities that choose to enter into the Organic Services Agreement provided in Appendix 5.
“Organics Services Agreement” (“OSA”) means that separate agreement (as provided in Appendix 5) between County and interested Cities, whereby the County agrees to provide Organic Processing Services to interested Cities pursuant to the terms of the OSA.
“Organic Waste” means solid wastes containing material originated from living organisms and their metabolic waste products including, but not limited to, food, green material, landscape and pruning waste, organic textiles and carpets, lumber, wood, paper products, printing and writing paper, manure, biosolids, digestate, and sludges as defined in Title 14 of the California Code of Regulations, Section 18982(a)(46). “Overdue Rate” means the maximum rate of interest permitted by the laws of the State, if applicable, or the prime rate established from time to time by the Bank of America, N.A. or its successors and assigns, plus 2%, whichever is lower.
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“Participating City” means any City executing a WISE Agreement in accordance with Section 3.6(A) hereof and meeting all requisite conditions to the Commencement Date thereof. “Participation Threshold” means the point at which the percentage of the County’s Acceptable Waste attributable to Participating Cities which have executed and delivered Agreements shall exceed 50% percent (using the percentage rates attributed to such Participating Cities in Appendix 1). “Posted Disposal Rate” means the per ton tipping fee charged by the County for the disposal of solid waste at the Disposal System by parties which are not entitled to disposal service at the Contract Rate pursuant to this Agreement or other contractual arrangement.
“Prohibited Medical Waste” means any medical or infectious waste prohibited or restricted under Applicable Law from being received by or disposed at the Disposal System. “Qualified Household Hazardous Waste” means waste materials determined by local, State, and federal regulation to be:
(1) Of a nature that they must be listed as hazardous in State statutes and regulations; (2) Toxic/ignitable/corrosive/reactive; and
(3) Carcinogenic/mutagenic/teratogenic;
which are discarded from households as opposed to businesses. Qualified Household Hazardous Waste shall not include Unacceptable Waste.
“Recycled City Acceptable Waste” means any otherwise Controllable Waste which is separated from Acceptable Waste by the generator thereof or by processing and which is “recycled” within the meaning of Section 40180 of the Public Resources Code.
“Renewal Term” has the meaning specified in Subsection 6.1(C) hereof. “Residue” means any material remaining from the processing, by any means and to any extent, of City Acceptable Waste or Recycled City Acceptable Waste; provided, however, that Residue shall not include minimal amounts of material remaining after such processing (which minimal amounts shall in no event exceed 10% of the amount of such City Acceptable Waste or Recycled City Acceptable Waste prior to processing). “Resource Conservation and Recovery Act” or “RCRA” means the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., as amended and superseded. “Restricted Reserves” has the meaning specified in Section 4.5. “Sanitary Districts” means the sanitary districts in the County formed pursuant to the Sanitary District Act of 1923, codified in California Health & Safety Code Section 6400 et seq., as amended, supplemented, superseded and replaced from time to time.
“Self-Hauled Waste” means City Acceptable Waste and City Acceptable Organic Waste collected and hauled by Self-Haulers.
“Self-Hauler” means any person not engaged commercially in waste haulage who collects and hauls Acceptable Waste generated from residential or business activities conducted by such person. “Service Coordinator” means the service coordinator for either party designated pursuant to subsection 3.5(C) hereof.
“Service Covenant” means the covenants and agreements of the County set forth in Sections 3.2 and 3.3 hereof. “Special District” means public agencies created by a Governmental Body to provide one or more specific 106
services to a community, such as but not limited to water, sewer, refuse, parks and recreation, fire protection, pest abatement, etc.
“Source-Separated Household Hazardous Waste” means Qualified Household Hazardous Waste which has been segregated from Acceptable Waste originating or generated within the geographical jurisdiction of the City at the source or location of generation.
“Source-Separated Household Hazardous Waste Disposal System” means the collection centers, facilities, contracts and other arrangements owned or administered by the County for the receipt, handling and disposal of Source-Separated Household Hazardous Waste.
“State” means the State of California.
“Term” shall mean the term of this Agreement.
“Ton” means a “short ton” of two thousand (2,000) pounds. “Transfer Station” means any materials recovery facility, composting facility, intermediate processing facility, recycling center, transfer station or other waste handling or management facility to which solid waste collected for the City is delivered for processing before receipt in the Waste Infrastructure System. “Unacceptable Waste” means Hazardous Material; Hazardous Waste; Hazardous Substances; Prohibited Medical Waste; Qualified Household Hazardous Waste separated from Acceptable Waste; explosives, ordnance, highly flammable substances, and noxious materials and lead-acid batteries (except if delivered in minimal quantities); drums and closed containers; liquid waste, oil, human wastes; machinery and equipment from commercial or industrial sources, such as hardened gears, shafts, motor vehicles or major components thereof, agricultural equipment, trailers, marine vessels and steel cable; hot loads; and any waste which the Waste Infrastructure System is prohibited from receiving under Applicable Law.
“Uncontrollable Circumstance” means any act, event or condition affecting the Waste Infrastructure System, the County, the City, or any of their Franchise Haulers, contractors or suppliers to the extent that it materially and adversely affects the ability of either party to perform any obligation under the Agreement (except for payment obligations), if such act, event or condition is beyond the reasonable control of and is not also the result of the willful or negligent act, error or omission or failure to exercise reasonable diligence on the part of the party relying thereon as justification for not performing an obligation or complying with any condition required of such party under the Agreement; provided, however, that the contesting in good faith or the failure in good faith to contest such action or inaction shall not be construed as willful or negligent action or a lack of reasonable diligence of either party. Examples of Uncontrollable Circumstances are:
(1) an act of God, landslide, lightning, earthquake, fire, explosion, flood, sabotage or similar occurrence, acts of a public enemy, extortion, war, blockade or insurrection, riot or civil disturbance, epidemic; and
(2) a Change in Law.
“Unincorporated Area” means those portions of the County which are not contained within the jurisdictional boundaries of incorporated cities.
“Unincorporated Area Acceptable Waste” means Acceptable Waste originating from or generated within the Unincorporated Area.
“Unrestricted Reserves” means cash and other reserves of the Waste Infrastructure System which are not Restricted Reserves.
“Waste Disposal Covenant” means the covenants and agreements of the City set forth in Section 3.1 hereof. “Waste Infrastructure System” or “Disposal System” means County owned or operated waste management related facilities, including active Class III sanitary landfills (“County Landfills”), closed landfills managed by the 107
County, resource recovery operations, Organics Infrastructure, recycling and organics programs, infrastructure and operations, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County.
“WISE” means Waste Infrastructure System Enterprise.
“WISE Agreements” means each of the WISE agreements entered into between the County and any City within the County, Special District, Sanitary District, Jurisdiction, or operator of any Franchise Hauler located in the County in accordance with the terms herewith.

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

ARTICLE II

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

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

ARTICLE III

DELIVERY AND ACCEPTANCE OF WASTE

AND PROVISION OF WASTE

MANAGEMENT AND DISPOSAL SERVICE
SECTION 3.1 DELIVERY OF WASTE.
(A) Waste Management and Disposal Covenant. Subject to the occurrence of the Commencement Date and throughout the Term of this Agreement, and subject to available Waste Infrastructure System capacity, the City shall exercise all legal and contractual power and authority which it may possess from time to time to deliver or cause the delivery of all Controllable Waste to the Waste Infrastructure System in accordance herewith. (B) Recycled City Acceptable Waste. The parties hereto acknowledge the responsibility of the City to meet its own recycling and landfill diversion goals contained in the Act and Organics Legislation. Nothing in this Agreement is intended or shall be interpreted to prohibit or impair the ability of the City to meet such responsibilities, or to restrict the right of the residents, businesses or organizations in the City to practice source separation, recycling, composting or other materials recovery activities, or to restrict the right of the City to conduct, sponsor, encourage or require such activities in any form. No reduction in the amount of Controllable Waste generated in the City and delivered to the Waste Infrastructure System by or on behalf of the City which may result from any such source separation or recycling program shall cause the City any liability hereunder (other than potential adjustment to the Contract Rate to the extent provided in Article IV hereof) and shall not constitute a breach of this Agreement.
(C) Waste Delivered to Transfer Station. All Residue from any processing of Controllable Waste by materials recovery, composting, recycling or other means, wherever performed, shall constitute Controllable Waste and be subject to the Waste Disposal Covenant. Where City Acceptable Waste is processed at a facility which concurrently processes other Acceptable Waste in a manner which produces commingled residue which cannot be traced to a geographic source, generic residues from such facility in Tonnage equal to the residues that would have been produced had City Acceptable Waste only been processed at the facility shall constitute Controllable Waste and 109
be subject to the Waste Disposal Covenant. Any City Acceptable Waste or material derived or segregated therefrom which is held in storage and asserted by the possessor thereof to constitute Recycled City Acceptable Waste awaiting sale or distribution to the secondary materials markets shall constitute Controllable Waste if, when and to the extent that the storage or diversion thereof can be reasonably deemed to constitute an evasion of the Waste Disposal Covenant rather than generally recognized, accepted and prevailing practice in the Southern California materials recovery and recycling industry conducted in accordance with Applicable Law. In order for the owner and/or operator of a transfer station to be entitled to deliver Acceptable Waste from a Participating City to the Waste Infrastructure System for the Contract Rate as provided in Article IV, such owner and/or operator must execute a direct agreement with the County, acknowledging and agreeing to comply with the obligation of the Participating City to cause the delivery of all Controllable Waste to the Waste Infrastructure System pursuant to this Agreement. In addition, the County shall be authorized to implement procedures to determine if Acceptable Waste delivered by the owners or operators of Transfer Stations is entitled to utilize the Waste Infrastructure System for the Contract Rate. Such procedures may include requiring Transfer Stations to certify, under penalty of perjury, the source of any such Acceptable Waste. If necessary, the County may require that, in order to qualify for use of the Waste Infrastructure System for the Contract Rate, Transfer Stations must deliver Controllable Waste in loads containing only Controllable Waste, and not commingled with Acceptable Waste from entities which are not Participating Cities or Participating Independent Haulers. (D) Power to Obligate Waste Disposal and Comply with this Agreement. On or before the Commencement Date, (i) any City franchise, contract, lease, or other agreement which is lawfully in effect relating to or affecting Controllable Waste shall provide, or shall have been amended to provide, that the City shall have the right without material restriction on and after the Commencement Date to direct the delivery of all Controllable Waste to the County Waste Infrastructure System (whether or not such Controllable Waste is delivered to a transfer station as an intermediate step prior to landfill disposal) and otherwise to comply with its obligations under this Agreement with respect to Controllable Waste and Franchise Haulers, and (ii) the City shall designate the Waste Infrastructure System as the disposal location pursuant to such franchise, contract, lease or other agreement. On and after the Commencement Date and throughout the Term of this Agreement the City (a) shall not enter into any franchise, contract, lease, agreement or obligation, issue any permit, license or approval, or adopt any ordinance, resolution or law which is materially inconsistent with the requirements of the Waste Disposal Covenant, and (b) shall maintain non-exclusive or exclusive franchises or other contractual arrangements over any City Acceptable Waste which, as of the Contract Date, is subject to non-exclusive or exclusive franchise or other contractual arrangements. The City agrees that the County shall be a third party beneficiary of the obligation of Franchise Haulers to deliver Controllable Waste to the Waste Infrastructure System, and may directly enforce such obligation through any legal means available. The City shall notify in writing each Franchise Hauler of the County’s third party beneficiary rights. (E) Controllable Waste Flow Enforcement.
(1) The City, in cooperation with the Department, shall establish, implement, carry out and enforce a waste flow enforcement program which is sufficient to assure the delivery of all Controllable Waste to the Waste Infrastructure System pursuant to and in accordance with the Waste Disposal Covenant for Controllable Waste disposal at the times and in the manner provided herein. The waste flow enforcement program shall consist of amending City franchises, permits or authorizations with all Franchise Haulers, to the extent required by this Section and to the extent allowed by law, and shall include in addition, to the extent necessary and appropriate in the circumstances to assure compliance with the Waste Disposal Covenant, but shall not be limited to:
(i) licensing or permitting Franchise Haulers, upon the condition of compliance with the Waste Disposal Covenant,
(ii) providing for and taking appropriate enforcement action under any such franchise, license, or permit, such as but not limited to the suspension, revocation and termination of collection rights and privileges, the imposition of fines or collection of damages, and the exercise of injunctive relief against non-complying Franchise Haulers and
(iii) causing any Transfer Station to which Controllable Waste is delivered for processing to deliver certification, under the penalty of perjury, of the amounts of Controllable Waste received and Residue remaining from processing at such Transfer Station.
(2) The City acknowledges and agrees that in the event of a breach of the Waste Disposal Covenant by the City, the City shall pay the County an amount equal to the amount that the City would have been required to pay to the County had the Waste Disposal Covenant not been breached, which shall be calculated by: (1) subtracting the number of tons actually delivered during the month(s) of the breach from the number of tons that were delivered during 110
the same month(s) closest in time when there was no such breach, even if such month(s) closest in time was prior to the Term, and (2) multiplying such amount by the Contract Rate in effect at the time of such breach (or any higher rate with respect to which the County has provided notice pursuant to Section 4.2). In the event that the County terminates the Agreement as a result of such breach, the damages due as a result of such termination shall be equal to the average monthly deliveries by the City for the twelve (12) months prior to the commencement of the breach multiplied by the Contract Rate in effect at the time of such breach (or any higher rate with respect to which the County has provided notice pursuant to Section 4.2), multiplied by the number of months that would have remained in the Term of the Agreement had the termination not occurred. The parties recognize that if the City fails to meet its obligations hereunder, the County will suffer damages and that it is and will be impracticable and extremely difficult to ascertain and determine the exact amount of such damages. Therefore, the parties agree that the damages specified above represent a reasonable estimate of the amount of such damages, considering all of the circumstances existing on the date hereto, including the relationship of the sums to the range of harm to the County that reasonably could be anticipated and anticipation that proof of actual damages would be costly or inconvenient. In signing this Agreement, each party specifically confirms the accuracy of the statements made above and the fact that each party had ample opportunity to consult with legal counsel and obtain an explanation of this liquidated damage provision at the time that this Agreement was made.
(F) Legal Challenges to Franchise System. The City shall use its best efforts to preserve, protect and defend its right to exercise and comply with the Waste Disposal Covenant against any challenge thereto, legal or otherwise (including any lawsuits against the City or the County, whether as plaintiff or defendant), by a Franchise Hauler or any other person, based upon breach of contract, violation of law or any other legal theory. The City shall bear the cost and expense of any such Legal Proceeding or other challenge. In the event any such Legal Proceeding relating to the Waste Disposal Covenant or the City’s exercise thereof establishes in a final determination that such covenant or exercise thereof is void, unlawful or unenforceable, or if any Franchise Hauler fails to deliver Controllable Waste to the Waste Infrastructure System in breach of its franchise with the City on the grounds that a judicial determination made by any court or other Applicable Law has rendered its obligation to deliver Controllable Waste to the Disposal System void, unlawful or unenforceable on any legal grounds, with the result that actual waste deliveries to the Disposal System fall below the Cumulative Tonnage Targets, the County shall be entitled to avail itself of the remedies described in Section 4.2(B) hereof.
(G) Franchise Haulers. The City shall compile and provide the Department with the following information concerning all Franchise Haulers: name, address and phone number; identification number; area of collection and transportation; and franchise and permit terms. (H) Waste Information System. The City shall cooperate with the Department in collecting information and otherwise monitoring Franchise Haulers in order to assure compliance with this Agreement, the Act, Organics Legislation, or other Applicable Law. Such information may include information such as, data pertaining to Controllable Waste collected, transported, stored, processed and disposed of, Recycled City Acceptable Waste collected, transported, stored, processed and marketed or disposed of, Controllable Organic Waste collected, stored, processed and marketed or disposed of, Franchise Haulers’ franchise, permit or license terms, collection areas, transportation routes and compliance with Applicable Law; and all other information which may reasonably be required by the Department in connection with this Agreement. The City agrees to include in any revised franchise, contract, license or permit or other authorization granted to Franchise Haulers an obligation of the Franchise Hauler to provide to the County information relating to the Controllable Waste collected by such Franchise Hauler, including origins from which such Controllable Waste was collected (identifying Controllable Organic Waste, Recycled City Acceptable Waste, or as otherwise may be required under this Agreement or under Applicable Law), tonnage by type of load (residential, commercial, roll-off box), customer service levels, tonnage delivered by transfer station or material recovery facility utilized, and other related information. (I) City Actions Affecting County. The City agrees to carry out and fulfill its responsibilities under this Agreement and Applicable Law so as to permit full and timely compliance by the County with its covenants and agreements with the State. In particular, the City agrees not to conduct, authorize or permit any disposal services for Controllable Waste to be provided in competition with the Disposal Services provided by the County hereunder, and not to take or omit to take any action with respect to Controllable Waste, its collection, transportation, transfer, storage, treatment, processing, or disposal that may materially and adversely affect the County’s ability to achieve such timely compliance. Notwithstanding the foregoing, the City shall not be required to deny any permit or license or refuse to grant any approval while exercising its police powers. 111
(J) No Right of Waste Substitution. Nothing in this Agreement shall authorize or entitle the City to deliver or cause the delivery to the Waste Infrastructure System of Acceptable Waste or Acceptable Organic Waste originating from or generated outside the jurisdiction of the City, nor obligate the County to receive or dispose of any such Acceptable Waste or Acceptable Organic Waste. The City shall not assign in whole or in part its right to deliver or cause to be delivered Controllable Waste or Controllable Organic Waste to the County hereunder, and shall not permit any Acceptable Waste or Acceptable Organic Waste originating from or generated outside the jurisdiction of the City to be substituted for Controllable Waste or Controllable Organic Waste for any purpose hereunder. (K) Annexations and Restructuring. It is the intention of the parties that this Agreement and the obligations and rights of the City hereunder, including particularly the Waste Disposal Covenant and the Contract Rate, shall, to the extent permitted by Applicable Law, extend to any territory annexed by the City (or any territory with respect to which the City assumes solid waste management responsibility from a Sanitary District or other public entity) and shall bind any successor or restructured Governmental Body which shall assume or succeed to the rights of the City under Applicable Law.

SECTION 3.2 PROVISION OF WASTE INFRASTRUCTURE SERVICES BY THE COUNTY. (A) Service Covenant. Commencing on the Commencement Date, and subject to available Waste Infrastructure System capacity, the County shall provide or cause the provision of the service of receiving and disposing of all Controllable Waste at the Waste Infrastructure System, and, in accordance with subsection 3.3(C) hereof, disposing of Unacceptable Waste inadvertently accepted at the Disposal System. The County, to the maximum extent permitted under Applicable Law, shall use its best efforts to increase source reduction, materials recovery, recycling, organic processing or other waste diversion in the region as may be required by law or which result in the long-term preservation of landfill disposal capacity and to keep the Waste Infrastructure System open for the receipt of Acceptable Waste for disposal or transfer of Controllable Waste pursuant to this Agreement. The County shall do and perform all acts and things which may be reasonably necessary or desirable in connection with its covenants in this subsection, including without limitation all planning, development, administration, implementation, construction, operation, maintenance, management, financing and contract work related thereto or undertaken in connection therewith. The County shall exercise all reasonable efforts to minimize the costs incurred in complying with the Service Covenant consistent with its responsibilities hereunder and under this Agreement, Applicable Law and prudent solid waste management practice and environmental considerations. (B) Source-Separated Household Hazardous Waste. The County shall maintain, as part of the Waste Infrastructure System, a Source-Separated Household Hazardous Waste Disposal System for the disposal of Source-Separated Household Hazardous Waste. The disposal service provided by such system shall constitute part of the Disposal Services, and shall be available to Participating Cities as part of the Contract Rate. The County may impose additional fees and charges for new services relating to Source-Separated Household Hazardous Waste or with respect to cities which are not parties to an Agreement. The County may provide for the expansion, contraction or modification of the Source-Separated Household Hazardous Waste Disposal System and its services to the extent necessary to ensure the Waste Infrastructure System’s viability. (C) Designated Facilities. County and City will coordinate in determining the primary landfill used for disposal and processing of Controllable Waste. The Department shall immediately advise the City by telephone of any situation, event or circumstance which results in the partial or complete inability of the County to receive Controllable Waste at any particular landfill within the Waste Infrastructure System, its effect on the County’s ability to perform its obligations hereunder, and the County’s best estimate of the probable duration. The Department shall confirm such advice in writing within twenty four (24) hours of the occurrence of any such inability. The County shall use its best efforts to resume normal operation of the landfill used by the City as soon as possible. In the event a situation, event or circumstance results in the partial or complete inability of the County to receive Controllable Waste at any particular landfill within the Waste Infrastructure System the County shall have the right to redirect Controllable Waste to another landfill within the Waste Infrastructure System for the duration of the situation, event or circumstance; provided, however, that in such circumstances the County shall utilize reasonable efforts to first redirect waste which is not Controllable Waste. In no event shall the County be required to accept Controllable Waste if it does not have sufficient permitted disposal capacity within the Waste Infrastructure System. (D) Compliance with Service Covenant Not Excused for any Reason. Commencing on the Commencement Date, and subject to the terms of this Agreement, the obligations of the County to duly observe and 112
comply with the Service Covenant, in accordance with Applicable Law, shall apply continuously and without interruption for the Term of this Agreement. In the event that any Change in Law, situation, event or other Uncontrollable Circumstance impairs or precludes compliance with the Service Covenant by the means or methods then being employed by the County, the County shall use best efforts to implement alternative or substitute means and methods to enable it to satisfy the terms and conditions of the Service Covenant. In the event that a Change in Law precludes the County from complying with such covenants with the means or methods then being employed and from utilizing any alternate or substitute means or methods of compliance, the County shall continuously use all reasonable efforts to effectuate executive, legislative or judicial change in or relief from the applicability of such law so as to enable the County lawfully to resume compliance with such covenants as soon as possible following the Change in Law.

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

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

SECTION 3.3 COUNTY RIGHT TO REFUSE WASTE.
(A) Right of Refusal. Notwithstanding any other provision hereof, the County may refuse delivery of:
(1) Hazardous Waste;
(2) Controllable Waste delivered at hours other than those provided in Section 3.5 hereof; (3) Waste that does not constitute Acceptable Waste;
(4) Acceptable Waste delivered by City but originating from or generated outside the jurisdiction of the City;
(5) Controllable Waste consisting primarily of construction and demolition debris or inert material which may cause a particular facility’s daily tonnage limit to be exceeded; (6) Acceptable Waste in excess of permitted limits; and (7) Acceptable Waste that would result in County violating Applicable Law. (B) Identification of Unacceptable Waste. The Department shall have the right (but not the duty or the obligation) to inspect the vehicles of all Franchise Haulers delivering material to the Waste Infrastructure System, and may require that the Franchise Hauler remove any Unacceptable Waste from such vehicle before it is unloaded. If the Department determines that it is impractical to separate Controllable Waste from Unacceptable Waste in any vehicle, or if the Franchise Hauler delivering such waste is unwilling to make such separation, or if any vehicle is carrying waste which may spill or leak, then the Department may reject the entire vehicle, and the City shall forthwith remove or cause the removal of the entire delivery from the Waste Infrastructure System. The Department may take all reasonable measures to prevent waste from being blown or scattered before and during unloading. The City shall cause the Franchise Haulers to observe and comply with Applicable Law, the operating rules and regulations of the Department, and the provisions of this Agreement prohibiting the delivery of Unacceptable Waste to the Waste Infrastructure System.
(C) Hazardous Waste and Hazardous Substances. The parties acknowledge that the Waste Infrastructure System has not been designed or permitted to accept Hazardous Waste or Hazardous Substances, and is not intended to be used in any manner or to any extent, for the handling, transportation, storage or disposal of 113
Hazardous Waste, Hazardous Material or Hazardous Substances. Neither the County nor the City shall countenance or knowingly permit the delivery of Hazardous Waste or Hazardous Substances to the Waste Infrastructure System.

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

SECTION 3.4 UNINCORPORATED AREA ACCEPTABLE WASTE.

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

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

SECTION 3.6 OTHER USERS OF THE DISPOSAL SYSTEM.
(A) On or Before April 30, 2026, the County shall have the right to enter into WISE Agreements with Orange County entities with respect to Acceptable Waste which was originally discarded by the first generator thereof within the geographical limits of the County, including other cities in the County, Special Districts, Sanitary Districts, Franchise Haulers and Independent Haulers. Agreements entered into during this period shall have terms and provisions substantially identical to the terms and provisions of this Agreement; provided, however, that in no 114
event shall such agreements have terms and provisions more favorable than the terms and provisions of this Agreement (including but not limited to the Contract Rate and availability of disposal capacity). (B) After April 30, 2026, the County shall have the right to enter into WISE Agreements with Orange County entities, including any city, Special Districts, Sanitary Districts, Franchise Haulers and Independent Haulers, or otherwise accept Acceptable Waste from such parties, but only within the limitations contained in this Section. Any such agreement or waste acceptance agreement must provide that the party delivering waste shall pay a Disposal Rate at least 10% higher than the Contract Rate unless the County determines it is in the best interest of the Waste Infrastructure System to establish a Disposal Rate less than 10% higher than the Contract Rate. In no event shall the Disposal Rate be less than the Contract Rate. In addition, the County shall reserve the right in any such agreement to at any time, to the extent permitted by Applicable Law, refuse to receive and dispose of Acceptable Waste from any city, Special District, Sanitary District, Franchise Hauler and Independent Hauler if and to the extent that such receipt and disposal might materially and adversely affect the ability of the County to comply with its obligations to the Participating Cities under the WISE Agreements to which each is a party. (C) Posted Disposal Rate. The Posted Disposal Rate shall at all times be at least 10% higher than the Contract Rate.
(D) Self-Haulers. The City and the County acknowledge that Self-Haulers shall be entitled to deliver Self-Hauled Waste to the Waste Infrastructure System, on a non-contract basis, at the Posted Disposal Rate.

Such Self-Haulers shall not be entitled to dispose of Acceptable Waste for the Contract Rate. (E) Receipt of Imported Acceptable Waste on a Contract Basis. The County shall have the right to enter into Importation Agreement(s) with any public or private entity for the delivery of Imported Acceptable Waste on terms and conditions that the County determines to be necessary to ensure and enhance the viability of the Waste Infrastructure System and to generate Net Import Revenues. In no event shall such Importation Agreements, entered into after the Commencement Date, include a per ton tipping fee or Disposal Rate for Imported Acceptable Waste that is less than the Contract Rate. The County certifies that in its good faith judgment the contract or other agreement for the delivery of such waste will not materially and adversely affect the ability of the County to receive and dispose of Acceptable Waste from the Participating Cities in accordance with the applicable WISE Agreements throughout the Term thereof; and, should the delivery of waste subject to Importation Agreements adversely affect the County’s ability to receive and dispose of Controllable Waste from Participating Cities the County will prioritize receipt and disposal of Controllable Waste delivered pursuant to applicable WISE Agreements. (F) Application and Use of Revenues From Other Users.
(1) County Acceptable Waste: Throughout the Term hereof, all revenues received by the County from the disposal or processing of County Acceptable Waste into the Waste Infrastructure System (including Surcharges, and any and all fine, penalty, liquidated damages or other damages, grants, awards or revenue received by the County in connection with the Waste Infrastructure System), shall be deposited by the County in the County OC Waste & Recycling Enterprise Fund and shall constitute revenues of the Waste Infrastructure System.
(2) Imported Acceptable Waste: Throughout the Term hereof, all revenues received by the County, pursuant to an Importation Agreement, for the disposal or processing of Imported Acceptable Waste into the Waste Infrastructure System (including Surcharges, and any and all fine, penalty, liquidated damages or other damages or revenue received by the County in connection with the Waste Infrastructure System), shall first be applied toward all of the costs attributable to the acceptance and management of such Imported Acceptable Waste into the Waste Infrastructure System. Costs attributable to the disposal of Imported Acceptable Waste include, but are not limited to, deposits to the Environmental Fund, deposits to closure and post-closure reserves, Host Fees (if applicable), incremental operating costs (such as manpower expenditures, equipment, services and supplies expenditures), State surcharges, regulatory fees, charges or penalties, and a pro rata share of capital project costs. Revenue remaining after costs attributable to the disposal and management of Imported Acceptable Waste shall be considered “Net Import Revenues” and shall be calculated and distributed as follows:
(i) Calculation: Net Import Revenues are estimated to be 30% of the revenues received by the County from the disposal of Imported Acceptable Waste (excluding any newly 115
established per-ton fees or increases to existing per-ton fees with respect to Imported Acceptable Waste payable to the State, other regulatory agencies or cities in which facilities in the Waste Infrastructure System are located.) (ii) Distribution: Net Import Revenues shall be distributed as follows; a. 50% of any Net Import Revenues shall be paid to the County General Fund. b. 50% of such Net Import Revenues shall be paid to the Participating Cities (and to the County, with respect to the unincorporated area) listed in Appendix 1 for use for any purpose by the Participating City, including but not limited to State mandated solid waste programs. Payments of such amount to the County General Fund and the Participating Cities shall be made by the County within ninety (90) days after the end of each fiscal year. The portion of Net Import Revenues specified above payable to the Participating Citiesshall be apportioned in the percentages set forth in Appendix 1.
c. The percentages set forth in Appendix 1 with respect to each Participating City shall be annually reviewed and adjusted every five (5) years by the County to reflect the percentage of deliveries of Acceptable Waste from each Participating City averaged over the last five (5) years. The County shall notify Participating Cities of the revised percentages in Appendix 1 within one hundred and twenty (120) days of the end of each fiscal year.

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

The program offers loans, technical assistance and product marketing to eligible businesses located within designates zones. City agrees to reasonably cooperate and collaborate with County in support of the RMDZ program. 116
(F) Separate City-County Diversion Service Agreements. Nothing in this Agreement is intended to limit the right of the County to enter into a separate agreement with the City or any other person to provide source reduction, materials recovery, recycling, composting or other waste diversion services. Any such program conducted by the County, whether in participation with the City, any other of the Participating Cities, other Cities, Special Districts, Sanitary Districts, Franchise Haulers, Independent Haulers, Unincorporated Area or non-County entity, shall be operated, managed and accounted for as a program separate and distinct from the Disposal Services program contemplated by the WISE Agreements and shall not be funded through the general revenues of the Disposal System.

ARTICLE IV

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

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

Prior to adjusting the Contract Rate as a result of any of the circumstances described in clauses (i), (ii), (iii) (iv) or (vi) above, the County shall utilize the following remedies in the following order of priority:
(1) reduce the costs of operating the Disposal System to the extent practicable; and (2) at the sole discretion of the County, utilize Unrestricted Reserves to pay costs of the Waste Infrastructure System.
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The County will not be required to utilize such remedies prior to adjusting the Contract Rate as a result of any of the circumstances described in clauses (v) or (vii) above.

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

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

Adjustments pursuant to this Section 4.2(E) shall not require compliance with the provisions of Section 4.2(I) (F) Annual CPI Escalation. Subject to the application of the Contract Rate True-up (provided below), the Contract Rate shall be adjusted each July 1, beginning 2029, in an amount equal to the percentage change in the CPI (as defined above) as measured from the October twenty one (21) months prior to the rate adjustment to the 118
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October immediately preceding the rate adjustment (the “Annual CPI Adjustment”). For example: The July 1, 2029 Annual CPI Adjustment to the Contract Rate shall be based upon the change in CPI from October 2027, to October 2028, referred to as year 1 and year 2 respectively in the following example.

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

Step 1:

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

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

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

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

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

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

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

Adjustments pursuant to this Section 4.2(G) shall not require compliance with the provisions of Section 4.2(I). (H) [RESERVED]
(I) Procedure for Rate Adjustments. In the event the County determines that it is entitled to an adjustment of the Contract Rate pursuant to Section 4.2(A) (other than 4.2(A)(iv)) or Section 4.2(B), it shall utilize the 119
procedures described in this Section 4.2(I). The County shall be required to provide the City with at least ninety (90) days prior written notice of the adjustment, which notice shall identify the specific event(s) or circumstances which require the adjustment. The notice shall also specify the earliest date on which the County Board of Supervisors shall consider the proposed adjustment. At least forty five (45) days prior to such meeting of the Board of Supervisors, the County shall provide the City with a report which shall contain the following information: a description of the specific event(s) or circumstances which require the adjustment; a description (including cost estimates) of any activities (which may include, but not be limited to capital improvements to the Waste Infrastructure System) required in order to remedy such event or circumstance; certification by the County that it has implemented the remedies described in Section 4.2(A) or (B) prior to requiring the rate adjustment; and a description of the methodology used by the County to calculate the adjustment to the Contract Rate (hereinafter the “County Report”). In the event the City disputes the adjustment, it shall provide the County with a written description of the reason for the dispute at least ten (10) days prior to the meeting of the Board of Supervisors identified in the initial notice of the County (hereinafter the “City Report”). The City Report shall be provided to the Board of Supervisors for consideration at such meeting in connection with the proposed rate adjustment. At any time from and after the date that the County provides the City with the County Report, upon the request of either party, the City and County shall meet and confer in good faith to resolve any dispute that may arise regarding the proposed adjustment to the Contract Rate. In any such meeting, the County shall be represented by the Director of the Department or his or her designee. In the event the Board of Supervisors approves all or a portion of the proposed rate adjustment, such rate adjustment shall become effective on the date identified in the initial notice sent by the County regardless of whether or not the procedures in Section 4.2(J) are utilized, but subject to potential reimbursement pursuant to clause (11) of Section 4.2(J). (J) Procedure for Expedited Judicial Review of Contested Rate Adjustment. In the event that, within thirty (30) days after the effective date of any Contract Rate adjustment made pursuant to Section 4.2(I), Participating Cities which, in the aggregate, accounted for more than 50% of the County Acceptable Waste delivered to the County System in the twelve (12) months preceding the Contract Rate adjustment, provide notice to the County of their election to utilize the procedures described in this Section 4.2(J), then the provisions of this Section 4.2(J) shall be utilized by such Participating Cities and the County to resolve the dispute over the Contract Rate Adjustment. In the event that Participating Cities which have delivered the amount of waste contemplated in the preceding sentence do not provide notice to the County of such election, the County shall have no obligation to participate in or cooperate in the implementation of the procedures described below in this Section 4.2(J). (1) In order to pursue the expedited judicial determination described in this Section (the “Expedited Rate Determination”), the Participating Cities which have made the election described in the paragraph above (the “Challenging Cities”) must commence a civil action for breach of contract (the “Action”) in the Orange County Superior Court within forty five (45) days of the date on which the Board of Supervisors approves the challenged adjustment to the Contract Rate.
(2) Within two (2) Court days of filing the Action, the Challenging Cities shall personally serve on the County Counsel, with copy provided to the Clerk of the Board both the summons and complaint, and a stipulation and request for the entering of an order incorporating all of the procedural provisions relating to the Expedited Rate Determination as set forth in this Section 4.2(J) (such stipulation and request for order is hereinafter referred to as the “Expedited Rate Determination Stipulation”). The Expedited Rate Determination Stipulation shall be signed by each of the Challenging Cities, or on behalf of them by their legal counsel. (3) Within fifteen (15) days of the date of service upon the County of the summons and complaint, and Expedited Rate Determination Stipulation, County Counsel shall execute the Expedited Rate Determination Stipulation and deliver it as well as the County’s answer to the complaint in the Action, by electronic means, to the Challenging Cities through their counsel of record. The Stipulation shall also include a waiver by each of the parties of their right to a jury trial of the issues raised in the Action. The Parties agree that the duty to execute the Expedited Rate Determination Stipulation and comply with the procedures set forth for Expedited Rate Determination in this Section 4.2(J) shall be, and are hereby deemed to be, ministerial duties which the law specifically enjoins upon each of them, and shall be subject to enforcement by the parties herein pursuant to Code of Civil Procedure Section 1085, et seq., or by means of a complaint for specific performance. (4) Within three (3) days of the date of service by the County upon the Challenging Cities of the fully signed Expedited Rate Determination Stipulation, the County and the Challenging Cities shall jointly make ex parte application to the Orange County Superior Court in the Action for the issuance of an order reflecting the procedural requirements and timelines contained in the Expedited Rate Determination Stipulation, provided 120
however, the timelines may be adjusted by the Court as it deems may be needed for its convenience. As part of such ex parte application, the County and the Challenging Cities shall expressly seek to confirm with the Orange County Superior Court the briefing schedule, and request a hearing date (effectively a trial date) in accordance with the procedures set forth in this Section 4.2(J).
(5) Within ten (10) days of the date of service by the County upon the Challenging Cities of the answer in the Expedited Rate Determination, the Challenging Cities shall file with the Court and electronically serve upon County Counsel the Challenging Cities’ opening brief and the Record in the Expedited Rate Determination. The opening brief shall not exceed 15 pages in length. The Record shall consist of, and be limited to, the record of the proceedings before the Board of Supervisors with respect to the adjustment of the Contract Rate, including but not limited to the County Report and the City Report prepared by each or any of the Challenging Cities pursuant to Section 4.2(I), any materials filed or lodged with the Board of Supervisors and the Orange County Waste Management Commission in connection with its decision, the transcript of the proceedings of the Board of Supervisors meeting(s), and the Orange County Waste Management Commission, the minutes of the Board of Supervisors and the Orange County Waste Management Commission meeting, and the resolution and/or other documentation evidencing the action by the Board of Supervisors and the Orange County Waste Commission to adjust the Contract Rate pursuant to Section 4.2(A) or (B). The record shall also include the most recent reports prepared pursuant to Sections 4.6 and

4.7. The Expedited Rate Determination shall be decided solely on the evidence in the Record, and no extrinsic evidence shall be submitted to or considered by the Court.
(6) Within ten (10) days of service by the Challenging Cities of their opening brief and the Record, the County shall file and electronically serve upon the Challenging Cities’ Counsel the County’s opposition brief. The opposition brief shall not exceed 15 pages in length. (7) Within five (5) days of service by the County upon the Challenging Cities of the opposition brief, the Challenging Cities may file and electronically serve upon County Counsel a reply rebuttal brief, which shall not exceed 10 pages in length.
(8) The trial of the Expedited Rate Determination shall be conducted as a law and motion hearing, similar to a hearing on a writ, which shall be conducted at the date set by the Court in connection with the ex parte application conducted pursuant to Section 4.2(J)(4), or such other date and time ordered by the Court. If the Court requests the parties to prepare supplemental briefs in response to any question or issue raised by the Court, the parties may do so.
(9) The standard of review for the Expedited Rate Determination shall be the preponderance of the evidence based upon the Record. The burden of proof shall be borne by the Challenging Cities, and the burden of proof shall be the same as with respect to a plaintiff in a damages action for breach of contract. Both parties have participated in the drafting of this Agreement. Accordingly, nothing set forth in this Agreement shall be interpreted or construed for or against either of the parties as a consequence of their participation in the drafting of this Agreement.
(10) The Court shall be advised that the Parties request that it issue a written statement of decision and enter judgment within thirty (30) days of the date of the hearing in the Expedited Rate Determination, although the Parties recognize that the Court has discretion to act as it deems appropriate in accord with applicable laws in connection with the timing thereof.
(11) If the Court determines that any portion of the County’s adjusted Contract Rate which is the subject of the Expedited Rate Determination was improperly imposed, the County shall, within thirty (30) days of the date of the statement of decision, reimburse to the City the amount improperly imposed, together with interest calculated at the Overdue Rate. If agreed by the Parties, as an alternative such reimbursement may be made in the form of a reduction in the Contract Rate for a future period (not to exceed twelve (12) months), applied in a manner such that it provides full reimbursement of the amounts described above (including the Overdue Rate, to be applied consistent with provisions of Section 7.14 hereof.)
(12) In the event that the Court does not sign the order contained in the Expedited Rate Determination Stipulation and set the matter for disposition as contemplated herein, the County and the Challenging Cities shall, within twenty (20) days following the issuance of the Court’s order or decision not to do so and thereby honor the parties’ stipulation, make application to the Orange County Superior Court for an expedited hearing or trial 121
date. The Challenging Cities and the County shall be bound by all of the requirements and restrictions set forth in Section 4.2(J) that are not in conflict with this paragraph (12). In this regard, and without limiting the foregoing, the only evidence to be presented at the hearing or trial shall be the Record, no testimony shall be presented at the hearing or trial; and both the County and the Challenging Cities waive all rights to a jury trial, to any reconsideration of the decision of the Court, to a new trial after the Court renders a decision, and to any appeal or review of the decision of the Court.

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

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

SECTION 4.5 RESTRICTED RESERVES. For purposes of this Agreement, “Restricted Reserves” means cash and other reserves of the Waste Infrastructure System which are restricted to specific uses or are otherwise being reserved by the County to meet its obligations hereunder throughout the term of the Agreement with respect to the Waste Infrastructure System pursuant to any Applicable Law, contract, adopted budget, budgetary policy of the County with respect to the Waste Infrastructure System, or other arrangement. Such cash and other reserves are not required to be deposited in separate accounts or funds in order to constitute “Restricted Reserves” hereunder, and may be commingled with Unrestricted Reserves or other funds of the County attributable to the Waste Infrastructure System. “Restricted Reserves” shall include, but not be limited to, the following:
(i) reserves for closure of components of the Waste Infrastructure System to the extent required by Applicable Law;
(ii) amounts reserved by the County for funding of post closure maintenance and 122
monitoring with respect to components of the Waste Infrastructure System; (iii) reserves established to protect the Waste Infrastructure System against the adverse financial impact of potential decreases in waste deliveries pursuant to Section 4.2(B); (iv) amounts reserved to pay the costs of capital improvements with respect to the Waste Infrastructure System;
(v) amounts funded from revenues during the early years of the term of the Agreement reserved to enable the County to provide disposal services for the Contract Rate during the later years of the Agreement; (vi) amounts temporarily held by the County prior to payment to the State or other Governmental Bodies pursuant to Applicable Law (including any fees or charges payable to CalRecycle); (vii) reserves required to meet bond covenants pursuant to financing agreements for Waste Infrastructure System assets to the extent such amounts must be legally separate and distinct from other reserves identified in this Section;
(viii) security deposits from landfill deferred payment program users; (ix) amounts held by the County in the Environmental Fund (provided, however, that such amounts in the Environmental Fund will be made available and used by the County if required to pay costs relating to environmental remediation or other related costs);
(x) AB 939 surcharges;
(xi) amounts held by the County in the Corrective Action Fund held pursuant to CCR Title 27 to demonstrate financial assurance to pay for potential groundwater contamination; and (xii) an amount equal to three (3) months of budgeted expenses for the Disposal System for the current fiscal year, representing working capital of the Disposal System.

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

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

1. County Acceptable Waste, in tons;

2. Imported Acceptable Waste, in tons;

3. Revenues and expenditures;

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

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

ARTICLE V

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

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

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

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

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

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

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

ARTICLE VII

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

The County, at its cost and expense through the County Solid Waste Enterprise Fund, shall at all times operate, or caused to be operated, the Waste Infrastructure System in accordance with Applicable Law and the operating rules and regulations of the Department and other applicable regulatory agencies. 126
SECTION 7.2 UNCONTROLLABLE CIRCUMSTANCES GENERALLY.
(A) Performance Excused. Except as otherwise specifically provided in this Agreement, neither the County nor the City shall be liable to the other for any failure or delay in the performance of any obligation under this Agreement (other than any payment at the time due and owing) to the extent such failure or delay is due to the occurrence of an Uncontrollable Circumstance.
(B) Notice, Mitigation. The Party experiencing an Uncontrollable Circumstance shall notify the other Party by telecommunication or telephone and in writing, on or promptly after the date the Party experiencing such Uncontrollable Circumstance first knew of the commencement thereof, followed within fifteen (15) days by a written description of (1) the Uncontrollable Circumstance and the cause thereof (to the extent known), (2) the date the Uncontrollable Circumstance began and the cause thereof, its estimated duration, the estimated time during which the performance of such Party’s obligations hereunder will be delayed, (3) the estimated amount, if any, by which the Contract Rate may need to be adjusted as a result of such Uncontrollable Circumstance, (4) its estimated impact on the other obligations of such Party under this Agreement and (5) potential mitigating actions which might be taken by the County or City and any areas where costs might be reduced and the approximate amount of such cost reductions. Each Party shall provide prompt written notice of the cessation of such Uncontrollable Circumstance. Whenever such act, event or condition shall occur, the Party claiming to be adversely affected thereby shall, as promptly as reasonably possible, use its best efforts to eliminate the cause therefor, reduce costs and resume performance under this Agreement. In addition, with respect to Changes in Law, the County shall diligently contest any such changes the imposition of which would have a material adverse impact on the Waste Infrastructure System. While the delay continues, the County or City shall give notice to the other Party, before the first day of each succeeding month, updating the information previously submitted.
(C) Impact on Contract Rate. If and to the extent that Uncontrollable Circumstances interfere with, delay or increase the cost to the County of meeting its obligations hereunder and providing Waste Infrastructure Services to the Participating Cities in accordance herewith, the County shall be entitled to an increase in the Contract Rate as provided in Section 4.2 herein or an extension in the schedule for performance equal to the amount of the increased cost or the time lost as a result thereof. The proceeds of any insurance available to meet any such increased cost shall be applied to such purpose prior to any determination of cost increases payable under this subsection. Any cost reductions achieved through the mitigating measures undertaken by the County pursuant to subsection 7.2(B) hereof upon the occurrence of an Uncontrollable Circumstance shall be reflected in a reduction of the amount by which the Contract Rate would have otherwise been increased or shall serve to reduce the Contract Rate to reflect such mitigation measures, as applicable.

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

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

SECTION 7.4 RELATIONSHIP OF THE PARTIES. Neither party to this Agreement shall have any responsibility whatsoever with respect to services provided or contractual obligations or liabilities assumed by the other party hereto, whether accrued, absolute, contingent or otherwise, or whether due or to become due. The County 127
is an independent contractor of the City and nothing in this Agreement shall be deemed to constitute either party a partner, agent or legal representative of the other party or to create any fiduciary relationship between the parties.

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

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

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

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

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

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

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

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

SECTION 7.13 ASSIGNMENT OF AGREEMENT.
(A) Assignment. Neither this Agreement nor any of the rights or obligations hereunder may be 128
assigned by either Party hereto without the prior written consent of the other Party, which may be withheld in the other Party’s sole discretion. Notwithstanding the foregoing, either Party may assign this Agreement to another public entity, subject to the reasonable consent of the other party. In such circumstances the Party not requesting the assignment shall have the right to demand assurances of the financial, technical and legal ability of the proposed assignee to undertake the responsibilities and obligations of the assigning Party. (B) Sale. The County shall not enter into any agreement for the sale of the Waste Infrastructure System which provides for an effective date for such sale prior to the termination of this Agreement.

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

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

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

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

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

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

COUNTY COUNSEL

ORANGE COUNTY, CALIFORNIA
By
Date
Date By
Daniel R. Slater, Mayor
City Representative
City of Orange
Date By
Pamela Coleman, City Clerk
City Representative
City of Orange
APPROVED AS TO FORM:

By
Nathalie Adourian, City Attorney √
Date
X
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APPENDIX 1

ESTIMATED ANNUAL TONNAGE
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APPENDIX 1

PERCENTAGE OF COUNTY ACCEPTABLE WASTE ATTRIBUTABLE TO PARTICIPATING CITIES FOR PURPOSE OF SECTIONS 3.6(F) AND 6.2(b)
Jurisdiction Percentage of County
Acceptable Waste
Aliso Viejo 0.82%
Anaheim 14.78%
Brea 2.62%
Buena Park 1.02%
Costa Mesa/Costa Mesa Sanitary District (2) 3.41%
Cypress 0.85%
Dana Point 1.33%
Fountain Valley 1.63%
Fullerton 4.08%
Garden Grove Sanitary District (Garden Grove) 4.74%
Huntington Beach 5.91%
Irvine 9.64%
La Habra 1.72%
La Palma 1.27%
Laguna Beach 1.18%
Laguna Hills 0.89%
Laguna Niguel 1.44%
Laguna Woods 0.28%
Lake Forest 2.14%
Los Alamitos 0.33%
Midway City Sanitary District (Westminster) 2.47%
Mission Viejo 2.33%
Newport Beach 3.58%
Orange 5.25%
Placentia 1.39%
Rancho Santa Margarita 1.03%
San Clemente 2.43%
San Juan Capistrano 2.93%
Santa Ana 9.45%
Seal Beach 0.52%
Stanton 1.47%
Tustin 2.04%
Unincorporated Orange County (1) 3.19%
Villa Park 0.16%
Yorba Linda 1.68%
Total 100%
(1) Unincorporated County Area is assumed to be a Participating City for the purposes of determining the Commencement Date in accordance with Section 6.2(b) of this Agreement. For the distribution of Net Import Revenues, the County of Orange shall receive 50% of any Net Import Revenues received in accordance with Section 3.6(F)(2)(i) of this Agreement. The County of Orange shall also receive the Unincorporated Area distribution set forth in this Appendix 1, as periodically modified in accordance with Section 3.6(F)(2)(ii) of this Agreement. (2) The City of Costa Mesa and the Costa Mesa Sanitation District have separate WISE Agreements. Costa Mesa Sanitation District Acceptable Waste tonnage is based on City of Costa Mesa Acceptable Wate tonnage and Importation Revenue is calculated based on City of Costa Mesa Acceptable Waste tonnage delivered to the Waste Infrastructure System. 132
(3) NOTE: A participating City will only be included for purposes of determining the Commencement Date upon (i) execution of a WISE Agreement by that Participating City and (ii) execution of a Hauler Acknowledgement(s) by the Franchise Hauler(s) operating within such Participating City.
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APPENDIX 2

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

CUMULATIVE CAPITAL COSTS
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APPENDIX 3

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

FRANCHISE HAULER ACKNOWLEDGMENT
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FRANCHISE HAULER ACKNOWLEDGMENT
THIS FRANCHISE HAULER ACKNOWLEDGMENT, dated as of April 28, 2026 (the “Acknowledgment”), and between the CITY OF ORANGE (the “City”) and CR&R INCORPORATED, a California corporation (the “Franchise Hauler”).

WITNESSETH
WHEREAS, the City and the Franchise Hauler have heretofore entered into an agreement entitled

CR&R INCORPORATED FOR INTEGRATED SOLID WASTE MANAGEMENT AND STREET SWEEPING SERVICES dated as of January 9th, 2024 (the “Franchise”); and WHEREAS, the City has issued to the Franchise Hauler a permit, license, approval or other authorization the “Authorization”) which allows the Franchise Hauler to provide solid waste collection services within the City; and WHEREAS, the Franchise provides for the collection and disposal of certain municipal solid waste as described therein (“Franchise Waste”) generated within the City; and WHEREAS, the County of Orange (the “County”) owns, manages and operates a Waste Infrastructure System that is permitted to accept or process Acceptable Waste for disposal or diversion; and WHEREAS, the City and the County have heretofore entered into a Waste Infrastructure System Enterprise Agreement (the “WISE Agreement”), dated as of April 28, 2026 and WHEREAS, the WISE Agreement details responsibilities for disposal of municipal solid waste and may include processing of identified Organic Waste for diversion, generated within the boundaries of the City, and determine that the execution of the WISE Agreement will serve the public health, safety and welfare of the residents of the City and County, by maintaining public ownership and stewardship over the Waste Infrastructure System and providing disposal rate stability, predictable and reliable long-term disposal service, enhanced organics processing to assist the City in meeting its organics diversion requirements, and the continuation of sound environmental management; and WHEREAS, under the WISE Agreement, the County has agreed to provide long-term disposal of all municipal solid waste generated within the City and may also provide for Organic Waste processing under an OSA and the City has agreed to exercise all legal, and contractual power which it possesses from time to time to deliver or cause the delivery of such waste to the Waste Infrastructure System; and WHEREAS, the provisions of the WISE Agreement guarantee capacity for the long term disposal and processing of waste at specified rates generated in the City provide significant benefits to the Franchise Hauler; WHEREAS, notwithstanding any Franchise provisions to the contrary, the Franchise Hauler explicitly acknowledges the aforementioned benefits to the City, the County and the Franchise Hauler in providing for the disposal of all Franchise Waste to the Waste Infrastructure System; and WHEREAS, the City and the Franchise Hauler desire to enter into this Acknowledgment to assure that the City and the Franchise Hauler will be entitled to the benefits of the WISE Agreement and to assure conformity with the waste delivery obligations which have been agreed to by the City under the WISE Agreement through the delivery of waste by the Franchise Hauler to the Waste Infrastructure System; and WHEREAS, the Franchise Hauler’s agreement to deliver Franchise Waste to the Disposal System under this Acknowledgment is given in consideration of the Franchise Hauler’s right to receive the Contract Rate for such disposal and processing as provided in the WISE Agreement.

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

1. Capitalized terms used and not otherwise defined herein are used as defined in the WISE Agreement. 139

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

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

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

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

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

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

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

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

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

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

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

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

13. The Franchise Hauler agrees to assist the County in verifying tonnage collected by the Franchise Hauler and providing information required by the County. The Franchise Hauler will provide upon request refuse tonnage collected within the County, and outside the County (if relevant to confirming tonnage origination), separated by jurisdiction, by load type (residential, commercial, roll-off box, etc.), and by facility to which it was delivered (specify which landfill or transfer station). Hauler will provide customer service levels and route lists. The Franchise Hauler will cooperate with County audits to verify reported origin of tonnage by making records and personnel available to the County and/or its auditors.
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IN WITNESS WHEREOF, the parties have caused this Acknowledgment to be executed by their duly authorized officers or representatives as of 28 day of April, 2026. “CITY”
Signature:

Printed Name: Daniel R. Slater
Title: Mayor
APPROVED AS TO FORM:

By
Nathalie Adourian, City Attorney √
Date
“FRANCHISE HAULER”
Signature:

Printed Name:

Title:
141
Appendix 5

ORGANIC SERVICES AGREEMENT
142
Appendix 5

ORGANIC SERVICES AGREEMENT
Between

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

County Notice Address:

Director
OC Waste & Recycling
601 N. Ross Street 5th Floor
Santa Ana, CA 92701
City Notice Address:
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ORGANIC SERVICES AGREEMENT
THIS ORGANIC SERVICES AGREEMENT (“Organics Agreement” or “OSA”) is made and dated as of the date indicated on the cover page hereof between the County of Orange, a political subdivision of the State of California (the “County”), and the City designated on the cover page of this Agreement (the “City”). County and City may hereinafter be referred to singularly as “Party” or collectively as “Parties.”.

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

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

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

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

On April 23, 2019, the Orange County Board of Supervisors passed Resolution 19-031 to respond to the State’s increasing landfill diversion requirements and identified the need for additional organic processing infrastructure in the County and directed the Department to develop additional organics recycling infrastructure to support the region in meeting State organic recycling mandates. (See Attachment 4) 144
To respond to Organics Legislation requirements, the County has developed an Organics Infrastructure that is comprised of organic processing facilities to receive and process Organic Waste to support the State’s Organic Legislation goals, promote local recycling, assist local jurisdictions in meeting their organic diversion requirements and correspondingly conserve capacity in the Disposal System.

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

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

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

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

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

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

It is, therefore, agreed as follows:

ARTICLE I

DEFINITIONS AND INTERPRETATION
SECTION 1.1 DEFINITIONS. The definitions provided in the WDA and yet to be executed WISE Agreement shall be incorporated into this Agreement. The following terms shall be added and have the meanings set forth below.
“Acceptable Organic Waste” means Residential Organic Waste that consists of Green Material/Wood Waste, Agricultural Material, Manure, Vegetative Food Material, Food Waste and other organic material as may be authorized under the County’s Compostable Material Handling Permits. “Attachment” means an attachment to this OSA, as the same may be amended or modified from time to time in accordance with the terms hereof.
“CalRecycle” means the California Department of Resources Recycling and Recovery, which is a branch of the California Environmental Protection Agency. CalRecycle oversees the State’s waste management and waste reduction programs. CalRecycle was established in 2010 to replace the California Integrated Waste Management Board and is responsible for the enforcement of legislation and regulations and diversion requirements applicable to the Waste Infrastructure System.
”City Acceptable Organic Waste” means all Acceptable Organic Waste which was originally discarded by the first generator thereof within the geographical limits of the City and Residue Waste from the foregoing wherever produced, whether withing or outside the City.
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“City Organic Tonnage Limit” the maximum amount of Controllable Organic Waste that County is committed to accept under the Organic Service Covenant as provided in Attachment 3. “Commencement Date” means the date on which the obligations of the parties hereto commence. “Contract Date” means the first date on which this OSA has been executed by both parties hereto. “Controllable Organic Waste” means all City Acceptable Organic Waste with respect to which the City has the legal or contractual ability to determine the processing location and procurement requirements as they relate to the City’s Organics Legislation compliance requirements.
“Consumer Price Index” or “CPI” means the Consumer Price Index published by the Bureau of Labor Statistics for Al Urban Consumers: Water and Sewer and Trash Collection Services in U.S. City Average (CUSR0000EHG). In the event the forgoing index is no longer published during the term of this Agreement, such other index identified by the Bureau of Labor Statistics as a replacement or otherwise generally accepted as a replacement shall be used for purposes of this Agreement; and, in the absence thereof, the County Board of Supervisors shall select an index that it determines most closely reflects the forgoing and best implements the intent of this Agreement.
“Initial Term” has the meaning specified in Section 5.1(A) hereof. “Manure/Stable Bedding Program” means the programs used by the County to mix source separated uncontaminated horse manure and stable bedding into its Organic Infrastructure to create organic product. Current permit requirements set a maximum percentage of 20% manure/stable bedding (“Material”) by weight of total incoming feedstock. County agreement to accept Material is subject to payment of the Organic Contract Rate, available capacity, and compliance with the terms found in Attachment 2.
“Organic Contract Rate” has the meaning specified in Section 4.2 hereof. “Organic Diversion Credit” means credit provided to a local jurisdiction or entity for implementing the diversion of Organic Waste from landfilling through specific activities recognized by the Department of Resources Recycling and Recovery (CalRecycle) including composting, anaerobic digestion, or other methods to meet the State’s waste diversion goals and statutes such as Assembly Bill 939, Assembly Bill 341, Assembly Bill 1594, Assembly Bill 1826, and SB 1383 through waste prevention, reuse, and recycling. “Organic Infrastructure” means the County’s organics processing facilities and programs used to recycle and promote the processing and diversion of Organic Waste into compost or other material that qualifies as diversion under Applicable Law as described in more detail in Attachment 1. “Organics Legislation” means organics recycling legislation including Assembly Bill 1594, Assembly Bill 1826, SB1383 and any future legislation pertaining to the management and diversion of Organic Waste. “Organic ROWP Procurement Credit” means credit provided to a jurisdiction to meet their Recovered Organic Waste Procurement Target under SB 1383 by procuring Recovered Organic Waste Products as permitted by CalRecycle.
“Organics Agreement” means this Organic Services Agreement (“OSA”) between the County and the City as the same may be amended or modified from time to time in accordance herewith. “Organic Take-Back Goal” means the programs that City and County will work toward to create City programs that have the goal of City taking back its Proportional Share of finished compost or other Recovered Organic Waste Product for local application.
“Organic Waste” means solid wastes containing material originated from living organisms and their metabolic waste products including, but not limited to, food, green material, landscape and pruning waste, organic textiles and carpets, lumber, wood, paper products, printing and writing paper, manure, biosolids, digestate, and sludges as defined in Title 14 of the California Code of Regulations, Section 18982(a)(46). 146
“Processed Green Material” (“PGM”) as defined in Title 27, California Code of Regulations §20690(b)(3) means any plant material that is either separated at the point of generation, or separated at a centralized facility that employs methods to minimize contamination. Green material includes, but is not limited to, yard trimmings, untreated wood wastes, paper products, and natural fiber products. Green material does not include treated wood waste, mixed demolition or mixed construction debris, manure, or plant waste from the food processing industry, alone or blended with soil. Processed green material may include varying proportions of wood waste from urban and other sources and shall be ground, shredded, screened, source separated for grain size, or otherwise processed. This PGM standard is the standard that Controllable Organic Waste must meet in order to be accepted at County’s Organic Infrastructure under the OSA.
“Proportional Share” means 60% of the weight of Controllable Organic Waste City delivered by City to County’s Organics Infrastructure.
“Recovered Organic Waste Product” or “ROWP” means compost, mulch, renewable energy (transportation fuel, electricity, and gas for heating) from anaerobic digestion, and electricity from biomass conversion. “Recycled City Organic Waste” means any otherwise Controllable Organic Waste which is separated from Acceptable Organic Waste by the generator thereof and composted by generator at home, community gardens or other processing and which is not placed in Franchise Hauler bin for collection. “Renewal Term” has the meaning specified in Subsection 5.1(C) hereof. “Residential Organic Waste” means Acceptable Organic Waste normally disposed of by or collected from residential (single family and multi-family) residences. "Residual Waste” means any contaminants, inert materials, overs, or Acceptable Organic Waste that could not be processed at the Department’s Organic Infrastructure that required to be dispose within the Disposal System. “Waste Disposal Agreement” (“WDA”) means the currently operative agreement between the Parties for the disposal of municipal solid waste that is currently set to expire on June 30, 2026. With the exception of specific or conflicting provisions provided in this Organics Agreement, the Parties agree that the terms found in the WDA shall be applied to the interpretation of this OSA. For the purpose of interpretation of this OSA, the Parties also intend that the WDA be read to include terms such as Controllable Organic Waste, where appropriate. “Waste Infrastructure System” or “Disposal System” means active Class III sanitary landfills (“County Landfills”), closed landfills managed by the County, resource recovery operations, Organics Infrastructure, recycling and organics programs, infrastructure and operations, and regional household hazardous waste collection centers and other waste management related systems as may be deemed necessary by the County. “Waste Infrastructure System Enterprise Agreement” or “WISE Agreement” means each of the agreement between the parties that is expected to replace the current WDA that is set to expire on June 30, 2026.

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

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

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

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

Headings. The table of contents and any headings preceding the text of the Articles, Sections and subsections of this Agreement shall be solely for convenience of reference and shall not constitute a part of this Agreement, nor shall they affect its meaning, construction or effect.
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No Third Party Beneficiaries. Nothing in this Agreement is intended to confer on haulers or any other person other than the parties hereto and their respective permitted successors and assigns hereunder any rights or remedies under or by reason of this Agreement.

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

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

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

ARTICLE II

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

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

ARTICLE III

DELIVERY AND ACCEPTANCE OF

ORGANIC WASTE AND PROVISION OF

ORGANIC PROCESSING SERVICES
SECTION 3.1 DELIVERY OF ORGANIC WASTE.
(A) Organic Waste Covenant. Subject to the occurrence of the Commencement Date and throughout the Term of this OSA, and subject to available Organic Infrastructure capacity, the City shall exercise all legal and contractual power and authority which it may possess from time to time to deliver or cause the delivery of all Controllable Organic Waste (up to City’s Organic Tonnage Limit as provided in Attachment 3) to the Waste 148
Infrastructure System in accordance with the terms of this OSA. (B) Recycled City Organic Waste.

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

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

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

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

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

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

4. City will be eligible to receive ROWP Procurement Credit for excess Acceptable Recovered Organic Waste Product that County is able to market beyond that needed for the County unincorporated areas or that is not otherwise committed. (*County makes no guarantees that it will provide City with 100% ROWP Procurement Credit.)
(E) Organic Take-Back Goal. City is not required to “take back” its Proportional Share of STA Certified finished compost, mulch, or other ROWP from the County’s Organic Infrastructure, however City and County will work toward creating City programs that have the goal of City taking back its Proportional Share of finished compost or other Recovered Organic Waste Product for local application (“Organic Take-Back Goal”) to meet City’s ROWP procurement requirements.
(F) Procurement of Additional ROWP. Pursuant to terms agreeable to both Parties, City may request to procure Recovered Organic Waste Product in addition to its Proportional Share within the same Contract Year.
(G) OSA Conditions. As a condition of participating in the County’s Organics Infrastructure, 149
City agrees to the following terms:

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

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

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

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

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

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

SECTION 3.2 PROVISION OF ORGANIC PROCESSING SERVICES BY THE COUNTY. (A) Organic Service Covenant. Commencing on the Commencement Date, the County shall provide or cause the provision of the service of receiving and processing of City’s Controllable Organic Waste (up to the City Organic Tonnage Limit provided in Attachment 3) at the County’s Organics Infrastructure as described in more detail in Attachment 1. The County shall exercise all reasonable efforts to minimize the costs incurred in complying with the Organic Service Covenant consistent with prudent solid waste management practice and environmental considerations and under Applicable Law.
(B) Receipt of Controllable Organic Waste. Upon acceptance of the Controllable Organic Waste that meets the PGM standards provided in Attachment 2, County shall process the Organic Waste into compost, mulch or other ROWP as specified in Title 14 of the California Code of Regulations Section 18993.1 (C) Education and Outreach. The Department will assist the City and its hauler in their efforts on Organic education and outreach with the goal of the City meeting its organic diversion and ROWP procurement requirements.
(D) Designated Facilities. County and City will coordinate in determining the primary organic processing facilities and tonnages (as reflected in Attachment 1) used for receiving and processing of Controllable Organic Waste. The Department shall immediately advise the City by telephone of any situation, event or circumstance which results in the partial or complete inability of the County to receive Controllable Organic Waste at any particular County Organics Infrastructure within the Waste Infrastructure System, its effect on the County’s ability to perform its obligations hereunder, and the County’s best estimate of the probable duration. The Department shall confirm such advice in writing within twenty four (24) hours of the occurrence of any such inability. The County shall use its best efforts to resume normal operation of the Organics Infrastructure primarily used by the City as soon as possible. In the event a situation, event or circumstance results in the partial or complete inability of the County to receive Controllable Organic Waste at any particular County Organics Infrastructure within the Waste Infrastructure System the County shall have the right to redirect Controllable Organic Waste to another landfill or County Organics Infrastructure within the Waste Infrastructure System for the duration of the situation, event or circumstance; In no event shall the County be required to accept Controlled Organic Waste if it does not have sufficient permitted organic processing capacity 150
within the Waste Infrastructure System.
(E) Compliance with Service Covenant Not Excused for any Reason. Commencing on the Commencement Date, and subject to the terms of this Agreement, the obligations of the County to duly observe and comply with the Organic Service Covenant, in accordance with Applicable Law, shall apply continuously and without interruption for the Term of this OSA. In the event that any Change in Law, situation, event or other Uncontrollable Circumstance impairs or precludes compliance with the Organic Service Covenant by the means or methods then being employed by the County, the County shall use best efforts to implement alternative or substitute means and methods to enable it to satisfy the terms and conditions of the Service Covenant. In the event that a Change in Law precludes the County from complying with such covenants with the means or methods then being employed and from utilizing any alternate or substitute means or methods of compliance, the County shall continuously use all reasonable efforts to effectuate executive, legislative or judicial change in or relief from the applicability of such law so as to enable the County lawfully to resume compliance with such covenants as soon as possible following the Change in Law.

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

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

SECTION 3.3 COUNTY RIGHT TO REFUSE ORGANIC WASTE.
(A) Right of Refusal. Notwithstanding any other provision hereof, the County may refuse delivery of:
(1) Hazardous Waste;
(2) Acceptable Organic Waste delivered by City but originating from or generated outside the jurisdiction of the City;
(3) Acceptable Organic Waste delivered in excess of the City Organic Tonnage Limit listed in the Attachment 3;
(4) Acceptable Organic Waste in excess of permitted limits; (5) Acceptable Organic Waste that would result in County violating Applicable Law; (6) Controllable Organic Waste that does not meet the requirements found in Attachment 2;
SECTION 3.4 COUNTY PROVISION OF OTHER ORGANIC WASTE DIVERSION SERVICES. (A) Food Waste Processing and Diversion. County is in the process of evaluating the options and feasibility of development of a Commercial Food Waste Processing Infrastructure. If developed, City will be provided an opportunity to participate in this service on terms separately agreed to by the Parties. (B) Edible Food Recovery Programs. County is in the process of evaluating the options and feasibility of development of regional County-wide edible food recovery programs to assist Cities in meeting State mandated goals. The intent of Edible Food Recovery to address the food hierarchy and wasted food scale on a regional level through collaboration of all jurisdictions, key local, State and federal stakeholders, the non-profit sector and business sector. City agrees to cooperate with County efforts and collaborate on data analysis and reporting to provide jurisdictions reports for compliance under SB1383.
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(C) Separate City -County Diversion Service Agreements. Nothing in this Agreement is intended to limit the right of the County to enter into a separate agreement with the City or any other person, jurisdiction, or entity to provide source reduction, materials recovery, recycling, composting or other waste diversion services.

ARTICLE IV

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

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

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

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

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

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

ARTICLE V
TERM
SECTION 5.1 EFFECTIVE DATE AND TERM.
(A) Initial Term. This Organic Services Agreement shall become effective, shall be in full force and effect and shall be legally binding upon the City and the County from the Contract Date and shall continue in full force and effect until June 30, 2036, unless earlier terminated in accordance with its terms, in which event the Term shall be deemed to have expired as of the date of such termination. 152
(B) Bi-Annual Opener. In light of the significant changes in law by the California Legislature to address climate change, the Parties agree to meet at least bi-annually or earlier at the request of County to review the Organic Contract Rate and discuss the need for additional investment into the Organic Infrastructure to respond to existing or new legislative requirements, diversion requirements, provision of new services, or other matters of mutual concern to the Parties.
(C) Option to Renew. This Agreement shall be subject to renewal by mutual agreement of the Parties, on or before June 30, 2036 for an additional term of 10 years (the “Renewal Term”) on the same terms and conditions as are applicable during the Initial Term hereof or on amended terms as may be mutually agreed to by the Parties. The City shall give the County written notice of its election to renew this Agreement on or before June 30, 2034. If the parties do not execute a renewal of this Agreement prior to June 30, 2036 it shall expire.

ARTICLE VI

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

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

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

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

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

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

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

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

SECTION 6.10 BINDING EFFECT. This Agreement shall bind and inure to the benefit of the Parties hereto and any successor or assignee acquiring an interest hereunder consistent with the provisions of Section 6.9 hereof. 153
Signature Page to Follow
154
IN WITNESS WHEREOF, COUNTY and CITY have caused this Agreement to be executed by their duly authorized officers or representatives as of the day and year first above written.

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

COUNTY COUNSEL

ORANGE COUNTY, CALIFORNIA
By
Date
Date By
Daniel R. Slater, Mayor
City Representative
City of Orange
Date By
Pamela Coleman, City Clerk
City Representative
City of Orange
APPROVED AS TO FORM:

By
Nathalie Audorian, City Attorney √
Date
155
Attachment 1

COUNTY OF ORANGE ORGANIC INFRASTRUCTURE
156
Attachment 1

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

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

Valencia Greenery (Co-Located at Olinda Alpha Landfill) 1942 N. Valencia Avenue
Brea, CA 92823
Permitted Maximum Tonnage (Open Windrow): 94 tons per day Proposed Permitted Maximum Tonnage (Covered Aerated Static Pile): 228 tons per day Permitted Hours of Operation: Monday through Saturday 6:00 am to 4:00 pm Ancillary Operation Hours: 24 hours per day/7 days a week Bee Canyon Greenery (Co-Located at Frank R. Bowerman Landfill) 11002 Bee Canyon Access Road
Irvine, CA 92602
Permitted Maximum Tonnage (Open Windrow): 210 tons per day Proposed Permitted Maximum Tonnage (Covered Aerated Static Pile): 876 tons per day Permitted Hours of Operation: Monday through Saturday 7:00 am to 5:00 pm Ancillary Operation Hours: 24 hours per day/7 days a week Capistrano Greenery (Co-Located at Prima Deshecha Landfill) 32250 Avenida La Pata
San Juan Capistrano, CA 92675
Permitted Maximum Tonnage (Open Windrow): 204 tons per day Proposed Permitted Maximum Tonnage (Covered Aerated Static Pile): 536 tons per day Permitted Hours of Operation: Monday through Saturday 7:00 am to 5:00 pm Ancillary Operation Hours: 24 hours per day/7 days a week This list may be modified/expanded at the discretion of the County. 157
Attachment 2

SPECIFICATIONS FOR CONTROLLABLE ORGANIC WASTE AS PROCESSED GREEN WASTE

MATERIAL (PGM) AT COUNTY ORGANIC INFRASTRUCTURE
158
Attachment 2

SPECIFICATIONS FOR CONTROLLABLE ORGANICE WASTE AS PROCESSED GREEN WASTE

MATERIAL (PGM) AT COUNTY ORGANIC INFRASTRUCTURE

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

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

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

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

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

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

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

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

FOOD WASTE
Residential food waste mixed with PGM as part of a city organic collection program is acceptable provided that the food waste is free of contaminant debris (glass, plastic, food packaging, non-compostable silverware, soiled napkins, 159
etc.). No commercial or source-separated food waste will be accepted except for cases where the County has entered into an agreement with a City to accept specific source separated organic material as Additional Feedstock as described below.

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

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

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

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

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

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

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

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

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

CHANGES TO SPECIFICATIONS
County reserves the right to modify the Specifications found in this Appendix due to a change in law or regulation or in consideration of operational or Organic Processing Infrastructure needs. County shall provide 90 days notice regarding changes to this Appendix.
160
Attachment 3

CITY ORGANIC TONNAGE LIMIT
161
Attachment 3

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

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

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

2. In the event City delivers less than their monthly limit, County may allocate unused City capacity at its discretion. 162
Attachment 4

ORGANIC INFRASTRUCTURE RESOLUTION
163
164
165
Agenda Item
Orange City Council
Item #: 3.6. 4/28/2026 File #: 26-0190
TO: Honorable Mayor and Member of the City Council
THRU: Jarad Hildenbrand, City Manager
FROM: Christopher Cash, Public Works Director

1. SUBJECT
Amendment and restatement of National Pollutant Discharge Elimination System Stormwater Permit Implementation Agreement between the County of Orange, Orange County Flood Control District, and participating Orange County cities

2. SUMMARY
The amendment and restatement of the National Pollutant Discharge Elimination System Stormwater Permit Implementation Agreement restates and updates the original agreement to reflect current regulatory requirements, administrative practices, and programmatic needs and provides added flexibility in designing and developing watershed-specific strategies, programs, and projects.

3. RECOMMENDED ACTION
Approve the Amended and Restated National Pollutant Discharge Elimination System Stormwater Permit Implementation Agreement between the County of Orange, Orange County Flood Control District, and participating Orange County cities; and authorize the Mayor and City Clerk to execute on behalf of the City.

4. FISCAL IMPACT
None. The City’s financial contribution will be calculated annually based on its proportional share of land area and population, as outlined in the Agreement. Costs will be included in the City’s annual operating budget.

5. STRATEGIC PLAN GOALS
Goal 5: Improve Infrastructure, Mobility, and Technology

6. DISCUSSION AND BACKGROUND
The original National Pollutant Discharge Elimination System (NPDES) Stormwater Permit Implementation Agreement (D90-094), which was executed in 1990 and amended in 1993 and 2002 (D02-048), established a cooperative framework for implementing the Orange County Stormwater Program to meet Municipal Separate Storm Sewer System (MS4) permit requirements and improve surface water quality. The agreement allowed for collaboration, consistency, and cost sharing of regional compliance strategies, municipal staff training, watershed monitoring and reporting efforts, and other MS4 program elements required of each of the participating Orange County cities. The City is a participating city under the MS4 permits issued by the California Regional Water Quality City of Orange Page 1 of 3 Printed on 4/23/2026
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Item #: 3.6. 4/28/2026 File #: 26-0190
Control Boards (Santa Ana and San Diego Regions).

The current NPDES Stormwater Permit Implementation Agreement has achieved many significant water quality improvements to local beaches and inland waters. State regulatory requirements issued through the MS4 permits have changed significantly since the Agreement was last updated.

Watershed-specific water quality priorities have become increasingly complex requiring targeted solutions including structural treatment projects to meet ongoing and forthcoming compliance requirements.

The proposed Agreement restates and updates the original Agreement to reflect current regulatory requirements, administrative practices, and programmatic needs. It continues the collaborative approach among the participating Orange County cities (Permittees) to implement regional stormwater management strategies, but it also provides added flexibility in designing and developing watershed-specific strategies, programs, and projects using corresponding shared cost sub-budget scales. As part of the shared cost budget approval process, the amended and restated Agreement also formalizes the consultation process with the Orange County City Managers Association (OCCMA) each year, which updates and improves the existing annual budget collaboration process already implemented with OCCMA.

The annual shared cost budget for this Agreement maintains the existing cost sharing formula approach based on land area and population for the unincorporated County and 34 Orange County cities, with the Orange County Flood Control District (District) contributing 10% of the overall cost.

For sub-budgets allowed under this Agreement that do not apply to all the Permittees, this same cost sharing formula approach would be applied for the participating Permittees. Examples of the types of geographic areas that a sub-budget could apply include: across an MS4 permit area, watershed level, or sub-watershed scales.

Key provisions of the amended and restated Agreement include:
· Continued designation of the County as the administrator of the regional Orange County Stormwater Program.
· Clarification of responsibilities for each Permittee, including compliance reporting, monitoring, and implementation of Best Management Practices (BMPs). · Engagement with the OCCMA for strategic input on compliance and funding. · Provides an updated collaborative review process for annual operating budgets, including allowing for new sub-budgets to be established with smaller groups of Permittees to support development of targeted water quality projects and programs. · Continues the existing cost sharing formula between Permittees based on land area and population, with the District contributing 10% and the County and Cities sharing the remaining 90% for the annual operating budget countywide. For new sub-budgets, the same approach will be used to share costs amongst those participating agencies.

7. ATTACHMENTS · Amended and Restated NPDES Stormwater Permit Implementation Agreement City of Orange Page 2 of 3 Printed on 4/23/2026
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Item #: 3.6. 4/28/2026 File #: 26-0190
City of Orange Page 3 of 3 Printed on 4/23/2026
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Agenda Item
Orange City Council
Item #: 3.6. 4/28/2026 File #: 26-0190
TO: Honorable Mayor and Member of the City Council
THRU: Jarad Hildenbrand, City Manager
FROM: Christopher Cash, Public Works Director

5. STRATEGIC PLAN GOALS
Goal 5: Improve Infrastructure, Mobility, and Technology

6. DISCUSSION AND BACKGROUND
The original National Pollutant Discharge Elimination System (NPDES) Stormwater Permit Implementation Agreement (D90-094), which was executed in 1990 and amended in 1993 and 2002 (D02-048), established a cooperative framework for implementing the Orange County Stormwater Program to meet Municipal Separate Storm Sewer System (MS4) permit requirements and improve surface water quality. The agreement allowed for collaboration, consistency, and cost sharing of regional compliance strategies, municipal staff training, watershed monitoring and reporting efforts, and other MS4 program elements required of each of the participating Orange County cities. The City is a participating city under the MS4 permits issued by the California Regional Water Quality City of Orange Page 1 of 3 Printed on 4/23/2026
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Item #: 3.6. 4/28/2026 File #: 26-0190
Control Boards (Santa Ana and San Diego Regions).

7. ATTACHMENTS · Amended and Restated NPDES Stormwater Permit Implementation Agreement City of Orange Page 2 of 3 Printed on 4/23/2026
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Item #: 3.6. 4/28/2026 File #: 26-0190
City of Orange Page 3 of 3 Printed on 4/23/2026
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1 AMENDED AND RESTATED NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM

STORMWATER PERMIT IMPLEMENTATION AGREEMENT
This AMENDED AND RESTATED NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM STORMWATER PERMIT IMPLEMENTATION AGREEMENT (“AGREEMENT”), for purposes of identification numbered [D02-048], and which may be alternatively referred to as the “OC Stormwater Program Implementation Agreement,” is entered into this ____ day of _________, 2026, by the County of Orange, (herein called the COUNTY), the Orange County Flood Control District (herein called DISTRICT) and the cities of Aliso Viejo, Anaheim, Brea, Buena Park, Costa Mesa, Cypress, Dana Point, Fountain Valley, Fullerton, Garden Grove, Huntington Beach, Irvine, Laguna Beach, Laguna Hills, Laguna Niguel, Laguna Woods, Lake Forest, La Habra, La Palma, Los Alamitos, Mission Viejo, Newport Beach, Orange, Placentia, Rancho Santa Margarita, San Clemente, San Juan Capistrano, Santa Ana, Seal Beach, Stanton, Tustin, Villa Park, Westminster, and Yorba Linda (herein called CITIES).

The COUNTY, DISTRICT, and CITIES may be referred to collectively as PERMITTEES or individually as PERMITTEE, COUNTY, DISTRICT, or CITY, respectively, in this AGREEMENT.

RECITALS
WHEREAS, the United States Congress in 1987, through the Water Quality Act, amended Section 402 of the Clean Water Act (33 U.S.C.A. 1342(p)) to require the United States Environmental Protection Agency (“EPA”) to promulgate regulations for permitting stormwater discharges; and
WHEREAS, EPA regulations require National Pollutant Discharge Elimination System (“NPDES”) permits for discharges from a municipal separate storm sewer system (“MS4”)(herein after called MS4 permits), and further require MS4 permits to include requirements to control pollutants from stormwater discharges; and WHEREAS, in 1927, the Orange County Flood Control Act created the DISTRICT 172
2 to provide for the control of flood and stormwater and protect from damage from those flood or stormwater, the harbors, waterways, public highways, and property within the DISTRICT’s jurisdiction; and
WHEREAS, the powers granted to the DISTRICT include the authority to regulate discharges that threaten to impact its system and carry on technical and other investigations, examinations, or tests of all kinds, making measurements, collecting data, and making analyses, studies, and inspections pertaining to water supply, control of floods, use of water, water quality, nuisance, pollution, waste, and contamination of water, both within and without the DISTRICT; and
WHEREAS, the California State Water Resources Control Board (“SWRCB”), as designee of the EPA, has delegated authority to the California Regional Water Quality Control Boards-Santa Ana Region (“RWQCB-SAR”) and San Diego Region (“RWQCB-SDR”)(collectively, the RWQCBs) for administration of MS4 permits within the boundaries of their regions; and
WHEREAS, the COUNTY, DISTRICT, and CITIES are PERMITTEES under MS4 permits issued by the RWQCBs; and
WHEREAS, the RWQCBs have designated the COUNTY as the Principal PERMITTEE or Principal Watershed Co-permittee, as defined in the MS4 permits; and WHEREAS, the COUNTY, the DISTRICT and the CITIES previously entered into that certain agreement entitled National Pollutant Discharge Elimination System Stormwater Permit Implementation Agreement D90-094, on December 18, 1990, which was subsequently amended on October 26, 1993 by Amendment No. 1 and then on June 25, 2002 (the December 18, 1990 Agreement as Amended by Amendment No. 1 and the June 25, 2002 amendment will be referred to collectively hereinafter as the ORIGINAL AGREEMENT), to cooperatively develop, and did thereunder develop, an integrated stormwater runoff management program with the objective of fulfilling MS4 permit requirements and improving water quality in Orange County (program 173
3 referred to herein as the “OC Stormwater Program”); and WHEREAS, Section X of the ORIGINAL AGREEMENT provides that the ORIGINAL AGREEMENT may be amended by consent of a majority of the PERMITTEES which represent a majority of the percentage contributions as described in Section IV of the ORIGINAL AGREEMENT; and
WHEREAS, continued cooperation between the CITIES, the COUNTY, and the DISTRICT to jointly implement the OC Stormwater Program to fulfill prior, new, and potential future MS4 permit requirements, to the extent feasible, is in the best interests of the CITIES, the COUNTY, and the DISTRICT; and WHEREAS, the PERMITTEES now desire to restate and amend the ORIGINAL AGREEMENT, as reflected and set forth in this AGREEMENT.

NOW, THEREFORE, the PERMITTEES do mutually agree as follows:

I. FILING STATUS
The COUNTY, the DISTRICT, and each CITY have filed applications for MS4 permits as PERMITTEES. The COUNTY, the DISTRICT and each CITY is a PERMITTEE under each MS4 permit to which they are subject.

II. INCORPORATION OF FEDERAL GUIDELINES
All applicable federal and state water quality regulations and guidelines under the Federal Clean Water Act, as presently written or as changed during the term of this AGREEMENT, are hereby incorporated by reference and made a part of this AGREEMENT and take precedence over any inconsistent terms of this AGREEMENT.

III. DELEGATION OF RESPONSIBILITIES
The responsibilities of each of the parties shall be as follows:

A. The COUNTY shall be the administrator of the OC Stormwater Program and, on a cost-shared basis, perform the following functions:

1. Annual operating budgets.
a. Prepare the annual operating budget (“annual operating budget”), which shall include a work plan and associated financial plan and 174
4 budget. The annual operating budget is intended to provide for all programmatic functions and associated costs of the OC Stormwater Program, as outlined in this AGREEMENT and as generally described in Section V.A. Annual operating budgets and work plans may be based on RWQCB region (i.e., Santa Ana Region versus San Diego Region). The budget year shall coincide with the COUNTY's fiscal year, July 1 – June 30.
b. Consult with the Stormwater Program Representatives (as defined in Section III.C.8) when preparing annual operating budgets and major program elements therein.
c. A draft of the annual operating budget may be prepared for the PERMITTEES for review by February 15 each year. Annual operating budgets shall be submitted to the PERMITTEES for consideration and approval by May 15 of each year. Individual CITY approval shall be obtained from each CITY’s city manager or designee thereof by July 30 of each year. CITY manager designations for annual operating budget approval shall be provided in writing to the County and shall remain in effect until revoked in writing by the CITY’s city manager. An annual operating budget shall be deemed approved and adopted for the OC Stormwater Program by affirmative responses from PERMITTEES which represent a majority (50% or greater) of both the area and population percentage contribution as calculated in accordance with Section V.A (method for calculating approval percentage referred to as “Majority Approval”). The COUNTY and the DISTRICT shall represent one voting PERMITTEE with their percentage contribution equal to the total of the COUNTY and the DISTRICT as described in Section V.A. d. An approved and adopted annual operating budget shall not be 175
5 exceeded without prior Majority Approval of the PERMITTEES.

2. Project or watershed-specific sub-budgets.
a. In coordination with the PERMITTEES, prepare project-specific and/or watershed-specific budgets and associated work plans (collectively, “sub-budget(s)”) for the design of water quality projects and/or responding to RWQCB enforcement orders and/or other orders (e.g., California Water Code 13267 or 13383 orders). b. Sub-budgets shall be prepared and proposed on an as-needed basis, at the discretion of the COUNTY, or as requested by interested PERMITTEES, subject to concurrence of the COUNTY.
c. Each PERMITTEE willing to participate in a sub-budget will confirm participation to the COUNTY in writing. A PERMITTEE who confirms participation in a sub-budget shall be referred to herein as “PARTICIPATING PERMITTEE(s).” Sub-budgets will be subject to unanimous approval by all PARTICIPATING PERMITTEES, except that where a Participating Permittee fails to vote to approve a proposed sub-budget, such failure shall be deemed a withdrawal from the sub-budget and the withdrawing PERMITTEE shall no longer be considered a PARTICIPATING PERMITTEE and shall have no obligation to pay for or participate in the sub-budget. d. Project elements that go beyond design (e.g., construction, operation, and maintenance) shall not be provided for in subbudgets and, instead, are subject to separate agreement between the Participating Permittees.

3. Represent the OC Stormwater Program in reviews of documents, comments, and discussions with EPA, SWRCB, and RWQCBs and/or other resource agencies regarding MS4 permit requirements and related policies, programs, and regulations. The COUNTY shall timely notify the 176
6 PERMITTEES of any decision reached during these discussions that, in the determination of the County, substantially impacts the OC Stormwater Program.

4. Implement approved annual operating budgets and sub-budgets.

5. Working in collaboration with PERMITTEES, prepare and submit regional compliance reports as the Principal PERMITTEE, as required under the MS4 permits, and/or as designated in the approved workplans.

6. Implement the regional monitoring and reporting program elements from approved workplans for the MS4 permits, including, but not limited to, tasks to monitor and measure the effectiveness of Best Management Practices (“BMPs”). This may include monitoring and modeling.

7. Obtain, as may be required by the annual operating budget and/or subbudgets approved pursuant to this AGREEMENT, professional services, including, but not limited to, scientific, engineering, environmental, economic, and/or legal consultants to provide technical assistance for the work associated with the OC Stormwater Program. This work may include, but is not limited to, the preparation of technical or economic studies, legal analysis, watershed management plans, stormwater runoff management plans, water quality improvement plans, modeling, reasonable assurance demonstrations/reasonable assurance analyses, monitoring plans, technical reports, municipal staff training activities, and the design of structural and non-structural BMPs and strategies to prevent and/or reduce pollutants in stormwater runoff. Contracts for professional services to be funded under this AGREEMENT shall be made in conformance with the COUNTY’s procurement policies, and, to the extent there is no conflict, the following:
a. The COUNTY shall make efforts to stagger the date of issuance of new contracts for professional services, so that PERMITTEES may 177
7 better absorb increases in consultant fee rates.
b. For contracts for professional services that would require approval by the Orange County Board of Supervisors (as determined within the sole discretion of the COUNTY), one Stormwater Program
Representative for every two designees of the COUNTY shall be allowed to participate in any panel formed for the purpose of evaluating responses to Requests for Proposals or similar competitive solicitations submitted by potential consultants. Where any contract subject to this provision is to be extended beyond the initial term, the COUNTY shall request feedback from the Stormwater Program Representatives, regarding the consultant’s performance, prior to executing the extension. This process shall in no way impinge upon or limit the COUNTY’s discretion to enter into, amend, extend, renew, or cancel any contract for professional services for the OC Stormwater Program.
c. The COUNTY shall notify the PERMITTEES of any changes in the COUNTY’s procurement policies that significantly affect the thresholds for competitive procurement, scoring, or selection processes for contract services.

8. Implement a facility inspection program, as required by the MS4 permits, for MS4 facilities within the unincorporated areas of the County, at no cost to the CITIES.

9. Implement a facility inspection program, as required by the MS4 permits, for MS4 facilities on County-owned property used for COUNTY governmental purposes (i.e., property used for governmental functions) and located within a CITY, at no cost to the CITIES. For purposes of this section, the regional facility known as Dana Point Harbor shall be considered a Countyowned property used for governmental purposes. 178
8 a. To avoid confusion in the implementation of each party’s facility inspection programs, the COUNTY shall provide a list of those facilities, buildings and properties that it owns and are located within other jurisdictions (i.e. non-unincorporated properties) that the COUNTY has decided to monitor and regulate pursuant to this Section III.A.9. The County further agrees to notify the affected PERMITTEE of changes to the status of a facility.

B. The DISTRICT shall, on a cost-shared basis, except as set forth in subparagraph 2 below:

1. Perform or cause to be performed the water quality and hydrographic monitoring for compliance with MS4 permits and/or in accordance with RWQCB-approved monitoring plans and/or in the approved workplans.

2. Implement a facility inspection program, as required by the MS4 permits, for MS4 facilities located on District-owned and controlled property that is used for governmental purposes, at no cost to the CITIES.

3. Undertake or cause to be undertaken all activities required of the CITIES in Section III.C and applicable to the District.

C. The CITIES, at no cost to the Counties and the District, shall:

1. Implement a facility inspection program for its MS4 facilities, as required by the MS4 permit(s) and within the jurisdictional boundaries of that CITY.

2. Submit to the COUNTY storm drain system maps and/or data describing the type and location of its MS4 facilities with periodic revisions that reflect any modifications made as a result of land
development/redevelopment. If possible, information shall be submitted as geographical information system (“GIS”) data.

3. Support the COUNTY in the preparation of watershed characterizations and catchment prioritization efforts, including, but not limited to, by:
179
9 a. Identifying applicable zoning and land use designations. b. Identifying areas where sources of specific pollutants are known.

4. Upon COUNTY request, review, comment on, consider approval of, and, if approved, implement regional strategies to prevent and reduce pollutants in stormwater runoff.

5. Implement an illegal discharge detection and elimination program as required by the MS4 permit(s) to which the CITY is subject. Demonstrate adequate legal authority to control discharges to its MS4 facilities as may be required by the relevant MS4 permit(s) to which the CITY is subject.

6. Provide, as requested by the COUNTY, copies of the CITY’s jurisdictional reports, data, and any other information (in formats requested by the COUNTY, where such formats are reasonably available) to satisfy requirements in MS4 permits or other orders issued by a Regional Board or the State Board, to which the CITY is subject, provided the CITY has not otherwise challenged such order, and such challenge has not been resolved.

7. Participate in meetings convened by the COUNTY and respond to requests for information from the COUNTY, intended to obtain PERMITTEE input on matters related to this AGREEMENT and the implementation of the OC Stormwater Program.

8. Designate primary and secondary Stormwater Program Representative for matters related to this AGREEMENT and the implementation of the OC Stormwater Program. Designations shall be made by each CITY’s city manager, or designee, in writing to the COUNTY. Each designation shall remain in effect until revoked by the CITY’s city manager or designee.

Stormwater Program Representatives are intended to provide subject matter input and facilitate communication between the COUNTY and each CITY. For purposes of this AGREEMENT, a Stormwater Program 180
10 Representative will not be deemed to have the authority to approve annual operating budgets on behalf of a CITY, as required in Section III.A.1, unless expressly stated in the written designation provided to the COUNTY.

D. In the unincorporated areas of the COUNTY, the COUNTY shall, at no cost to the CITIES or the DISTRICT, undertake or cause to be undertaken all activities required above of the CITIES in Section III.C that are not responsibilities of the DISTRICT as outlined in Section III.B.

IV. Orange County City Manager Association Engagement
A. In lieu of the activities of the Technical Advisory Committee under the ORIGINAL AGREEMENT, the COUNTY shall endeavor to create a working relationship with the Orange County City Manager Association (“OCCMA”) or a sub-group thereof, to address issues such as MS4 permit requirements, MS4 permit compliance methods, and funding needs and strategies to facilitate regional and/or watershed-based, multi-jurisdictional project efforts.

B. At its discretion, the COUNTY, in coordination with the PERMITTEES as set forth in this AGREEMENT, may implement recommendations (or parts thereof) that OCCMA may give on OC Stormwater Program matters, including, but not limited to, potential strategies for compliance with current and anticipated future MS4 permit requirements; funding strategies and options for MS4 permit compliance efforts; and OC Stormwater Program budgeting.

Recommendations that would result in unbudgeted costs shall be subject to Majority Approval of the PERMITTEES pursuant to III.A.1.d.

C. Under no circumstances shall this Section be interpreted as a replacement or substitute for any other responsibility of CITIES or the COUNTY under this Agreement. At the COUNTY’s discretion, the Director of OC Public Works may enter into a memorandum of understanding with OCCMA to facilitate 181
11 procedures for OCCMA engagement under this Section. Under no circumstances shall this provision be interpreted to require any written agreement between the COUNTY and OCCMA.

V. PROGRAM COSTS
A. Annual Operating Costs.

Where not otherwise funded, the annual operating budget, including all costs of equipment, goods, COUNTY services (including, but not limited to, applicable COUNTY and COUNTY’S departmental overhead), and all professional services costs incurred by the COUNTY, and any cost of the MS4 permits, as determined by the COUNTY in its role as administrator of the OC Stormwater Program, shall be a shared cost and allocated among the COUNTY, DISTRICT, and CITIES, and paid for as follows:

Participants Percentage Contribution
DISTRICT 10
CITIES + COUNTY 90
The individual percentage contributions from each CITY and the COUNTY shall be functions of their respective dry land areas and population relative to those of the entire County of Orange. Each area shall be calculated as one-half of the sum of the area and population fractions, multiplied by 90%. National forests, state parks, airports, landfills, oceans, harbors, tidal bays, and active military installations shall be excluded from area calculations (Exhibit A-1). The contribution of the COUNTY shall be calculated from unincorporated areas and their respective populations. Should any external or alternative sources of funding become available, those funds may be directly applied to the appropriate budget(s) before the shared cost percentages are applied to the PERMITTTEES or credited to a subsequent budget.
182
12 Share in percent for jurisdiction #1= {(X1/Xtot) + (Y1/Ytot)}/2 x (90) X = area
Y = population
tot = total population or area
90 = total percentage excluding the DISTRICT’s contribution The percentage share shall be calculated by the COUNTY from population and area data. The population data shall be the most recent annual population estimates produced by the California Department of Finance, and area is based on the most recent OC Public Works survey data available to the COUNTY. Percentage share calculations shall be updated by May of each budget year for the budget year following and shall be included in annual operating budget proposals. Annual operating budget proposals shall be prepared based on the following percentage share computation methods, as applicable, and subject to exclusions in Exhibit A-1:

1. Countywide costs will be calculated as described in the process and formula above and subject to Exhibit A-1 for the entire group of PERMITTEES.

2. Regional costs, specific to only one RWQCB permit (Santa Ana Region and San Diego Region), will be calculated based on the process and formula above for PERMITTEES within the respective permit geographic area. For PERMITTEES that have jurisdiction in both permit regions, the regional costs will be based on the land area and prorated population for that permit geographic area.

3. Sub-budgets shall be based on the PARTICIPATING PERMITTEES and their corresponding area and prorated population total within the geographic area subject to the specific sub-budget.

4. In the event of a regulatory directive issued to PERMITTEES requiring amendment of any approved budget, the COUNTY shall provide immediate 183
13 notice to the included PERMITTEES and hold discussions with respect to responding to the directive and funding the immediate response. Such budget amendments shall be subject to the Majority Approval referenced in Section III.A.1.d.

5. If at any time during a budget year costs exceed the sum of the deposits for any approved budget, and prior Majority Approval for such exceedance has been obtained, the COUNTY shall submit invoices to the involved PERMITTEES to recover the deficit. The share for each PERMITTEE shall be prorated according to the formula that was initially used to apportion budget costs. Each CITY shall pay the invoice within 45 calendar days of the billing date.

6. If at any time costs exceed the sum of the deposits for any approved budget, the COUNTY may propose a budget increase and request payment by the PERMITTEES, and PERMITTEES shall pay such amount, provided the budget increase is approved in accordance with sections III.A.1.c-d or III.A.2.c of this Agreement, as may be applicable. Until such approval is obtained and sufficient deposits received, the COUNTY may, at its sole discretion, cease carrying out approved budget components so as to limit or not incur costs in excess of deposits. Nothing in this AGREEMENT shall be construed as requiring PERMITTEES to approve budget increases.

7. The COUNTY shall prepare a budget year-end accounting within 120 calendar days of the end of the budget year and present the same to the involved PERMITTEES for review. If the budget year-end accounting results in the sum of the deposits exceeding costs (net of interest earnings), the excess deposits shall carry forward to reduce the obligation of the PERMITTEES for the following budget year and prorated to the CITIES consistent with the cost-sharing population and area data 184
14 calculation above.

8. The COUNTY shall invoice each CITY for its annual share of each approved budget by November 30 of each budget year. Each CITY shall pay their deposit(s) within 45 calendar days of the billing date or within 45 calendar days of November 30, whichever is later. Each CITY’S deposit(s) shall be based on their prorated share(s) of the approved budget(s), reduced for any carry forward amount identified in the prior budget year-end accounting.

9. The COUNTY shall hold each CITY’s annual share of each approved budget in interest-bearing accounts and credit interest earned on each CITY’s annual share against each CITY’s share of the approved budget costs.

The COUNTY shall maintain records regarding interest earned and credited on each CITY’s annual share and provide the same to the CITIES within 120 calendar days of the end of the budget year.

10.Upon termination of this AGREEMENT, a final accounting shall be performed by the COUNTY and presented to the PERMITTEES for review. If the sum of the deposits exceeds the costs, the COUNTY shall reimburse to each CITY its prorated share of the excess, within 120 calendar days of the final accounting.

VI. LIFE OF THE AGREEMENT
The term of this AGREEMENT shall be indefinite, unless amended or terminated in accordance with this AGREEMENT.

VII. ADDITIONAL PARTIES
Any CITY which becomes incorporated after the effective date of this AGREEMENT, or requests to become a party to this AGREEMENT after previously withdrawing pursuant to Section VIII, shall be eligible to become a party to this AGREEMENT, subject to Majority Approval. In approving adding additional cities to this AGREEMENT, the PERMITTEES may 185
15 require such conditions of the added cities as they determine necessary or advantageous. The date of initiation, for determining costs for newly incorporated cities, shall be the date of incorporation. The costs for adding additional cities to this AGREEMENT and OC Stormwater Program including, but not limited to, permit and processing fees, as well as administrative costs incurred by the COUNTY and costs to reimburse the existing PERMITTEES for unreimbursed costs related to a previous withdrawal (if applicable), shall be calculated by the COUNTY, approved by Majority Approval of the PERMITTEES and, thereafter, invoiced by the COUNTY and paid by the added city(ies) within 45 calendar days of the billing date. Monies to be reimbursed to the existing PERMITTEES shall carry forward to reduce the billings for the following budget year.

VIII. WITHDRAWAL FROM THE AGREEMENT
A CITY may withdraw from this AGREEMENT by providing at least 60 calendar days written notice to the COUNTY. The COUNTY shall notify the PERMITTEES within 10 business days of receipt of any withdrawal notice. Neither the COUNTY nor any PERMITTEE shall be responsible for advising the withdrawing CITY of the legal, regulatory, or programmatic effects of withdrawing, nor have any continuing responsibility to the withdrawing CITY upon the effective date of the withdrawal. The withdrawing CITY shall be solely responsible for any costs the withdrawing CITY may incur related to its withdrawal, including, but not limited to, penalties assessed by RWQCBs, and or other resource agencies (e.g., EPA, CDFW, etc.) in connection with or related to its withdrawal. In addition, withdrawal shall constitute forfeiture of any deposits on hand from the withdrawing CITY, for the budget year in which the withdrawal is effective. If the effective date of a withdrawal is within 60 calendar days of the beginning of any budget year, the withdrawing CITY shall be responsible for paying its annual 186
16 share for the upcoming budget year as if it were still a PERMITTEE participating in this AGREEMENT but shall be eligible to receive a credit for any prospective carry forward amount of such annual share as may be contemplated by this AGREEMENT. The cost allocations to the remaining PERMITTEES participating in this AGREEMENT shall be recalculated and collected and/or credited as necessary in the budget year following the effective date of the withdrawal.

IX. NON-COMPLIANCE WITH PERMIT OR ORDER REQUIREMENTS
Each PERMITTEE shall remain solely responsible for its own acts and omissions with respect to compliance with requirements of an MS4 permit or other order of the RWQCBs or SWRCB to which it may be subject, and nothing herein shall be deemed to waive, release, or transfer any such responsibility to any other PERMITTEE. Nothing in this AGREEMENT shall be construed as an assumption by any PERMITTEE of any liability or obligation of another PERMITTEE, whether past, present, or future.

X. LEGAL ACTION/ COSTS/ ATTORNEY FEES
In the event of legal action to enforce any provision of this AGREEMENT, each party shall bear its own attorneys’ fees and costs, and no party shall seek to recover the same from any other party through litigation or other legal proceedings.

XI. AMENDMENTS TO THE AGREEMENT
This AGREEMENT may be amended with Majority Approval. The COUNTY and the DISTRICT shall represent one voting PERMITTEE with their percentage contribution equal to the total of the COUNTY and the DISTRICT as described in Section V. No amendment to this AGREEMENT shall be effective unless it is in writing and signed by the duly authorized representatives of the COUNTY and the required Majority Approval of PERMITTEES.

XII. NOTICES
187
17 All notices required under Section VIII shall be deemed duly given if delivered by hand (with written confirmation of receipt); via electronic mail (with confirmation of transmission); or three (3) days after deposit in the U.S. Mail, postage prepaid.

XIII. GOVERNING LAW
This AGREEMENT shall be governed and construed in accordance with laws of the State of California. If any provision or provisions of this AGREEMENT is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not any way be affected or impaired hereby.

XIV. CONSENT TO BREACH NOT WAIVER
No term or provision hereof shall be deemed waived and no breach excused, unless such waiver or consent shall be in writing and signed by the duly authorized representative of the PERMITTEE to have waived or consented.

Any consent by any PERMITTEE to, or waiver of, a breach by the other, whether express or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach.

XV. APPLICABILITY OF PRIOR AGREEMENTS
This AGREEMENT restates and amends the provisions in prior agreements and constitutes the entire AGREEMENT between the PERMITTEES with respect to the subject matter. All prior agreements, representations, statements, negotiations, and undertakings are superseded hereby.

XVI. EXECUTION OF THE AGREEMENT
This AGREEMENT may be executed in counterparts, and the signed counterparts shall constitute a single instrument. The parties agree that this AGREEMENT may be executed and delivered by electronic means, including via email or electronic signature platforms (e.g., DocuSign, Adobe Sign), and that such electronic signatures shall be deemed to have the same legal 188
18 effect as original signatures. Each party agrees that electronically signed documents shall be valid, enforceable, and admissible in any legal proceeding to the same extent as a manually signed original.

XVII. NO WAIVER OF PRIVILEGE AND/OR WORK PRODUCTION PROTECTION Notwithstanding anything in this Agreement to the contrary, nothing in this AGREEMENT shall require a party to release or provide information (including any reports, communications, data, etc.) that has been deemed by that party to be subject to the attorney-client privilege, attorney work product doctrine, or any other relevant privilege and protection, including, but not limited to, any reports or information generated by a party’s consultant that was prepared in consultation with, or at the direction of, such party’s attorney or counsel of record. Nothing in this AGREEMENT shall prohibit the parties hereto from entering into future agreements, including joint defense agreements, common interest agreements, or other similar agreements to share such privileged or protected information subject to the terms and conditions of such an agreement.
189
19 IN WITNESS WHEREOF, the parties hereto have executed this AGREEMENT on the dates opposite their respective signatures:

ORANGE COUNTY FLOOD CONTROL DISTRICT
A body corporate and politic
By
Chairman of the Board of Supervisors

COUNTY OF ORANGE
A body corporate and politic
Date: By
Chairman of the Board of Supervisors

SIGNED AND CERTIFIED THAT A COPY OF THIS

AGREEMENT HAS BEEN DELIVERED TO THE

CHAIRMAN OF THE BOARD
Date: By

ROBIN STIELER
Clerk of the Board of Supervisors of
Orange County, California

APPROVED AS TO FORM COUNTY COUNSEL

ORANGE COUNTY, CALIFORNIA
By Julia Woo, Senior Deputy
Date:
///
///
///
190
20 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF ALISO VIEJO
Date: ______
ATTEST:

City Clerk
191
21 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF ANAHEIM
Date: ______
ATTEST:

City Clerk
192
22 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF BREA
Date: _________________________
ATTEST:

City Clerk
193
23 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF BUENA PARK
Date: ______
ATTEST:

City Clerk
194
24 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF COSTA MESA
Date: _____
ATTEST:

City Clerk
195
25 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF CYPRESS
Date: ______
ATTEST:

City Clerk
196
26 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF DANA POINT
Date: ______
ATTEST:

City Clerk
197
27 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF FOUNTAIN VALLEY
Date: ______
ATTEST:

City Clerk
198
28 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF FULLERTON
Date: ______
ATTEST:

City Clerk
199
29 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF GARDEN GROVE
Date: ______
ATTEST:

City Clerk
200
30 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF HUNTINGTON BEACH
Date: ______
ATTEST:

City Clerk
201
31 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF IRVINE
Date: ______
ATTEST:

City Clerk
202
32 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF LA HABRA
Date: ______
ATTEST:

City Clerk
203
33 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF LA PALMA
Date: ______
ATTEST:

City Clerk
204
34 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF LAGUNA BEACH
Date: ______
ATTEST:

City Clerk
205
35 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF LAGUNA HILLS
Date: ______
ATTEST:

City Clerk
206
36 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF LAGUNA NIGUEL
Date: ______
ATTEST:

City Clerk
207
37 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF LAGUNA WOODS
Date: ______
ATTEST:

City Clerk
208
38 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF LAKE FOREST
Date: ______
ATTEST:

City Clerk
209
39 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF LOS ALAMITOS
Date: ______
ATTEST:

City Clerk
210
40 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF MISSION VIEJO
Date: ______
ATTEST:

City Clerk
211
41 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF NEWPORT BEACH
Date: ______
ATTEST:

City Clerk
212
42 By:

Daniel R. Slater, Mayor
APPROVED AS TO FORM:

Nathalie Adourian, City Attorney √

CITY OF ORANGE
Date: ______
ATTEST:

Pamela Coleman, City Clerk
X
213
43 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF PLACENTIA
Date: ______
ATTEST:

City Clerk
214
44 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF RANCHO SANTA MARGARITA
Date: ______
ATTEST:

City Clerk
215
45 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF SAN CLEMENTE
Date: _____
ATTEST:

City Clerk
216
46 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF SAN JUAN CAPISTRANO
Date: _____
ATTEST:

City Clerk
217
47 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF SANTA ANA
Date: ______
ATTEST:

City Clerk
218
48 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF SEAL BEACH
Date: ____
ATTEST:

City Clerk
219
49 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF STANTON
Date: ______
ATTEST:

City Clerk
220
50 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF TUSTIN
Date: ______
ATTEST:

City Clerk
221
51 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF VILLA PARK
Date: ______
ATTEST:

City Clerk
222
52 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF WESTMINSTER
Date: ______
ATTEST:

City Clerk
223
53 By:

Mayor
APPROVED AS TO FORM:

City Attorney

CITY OF YORBA LINDA
Date: ______
ATTEST:

City Clerk
224
54 EXHIBIT A - 1

DRY LAND AREA DEDUCTED FROM JURISDICTIONS
Landfills Jurisdiction
Olinda County
Santiago County
Prima Deschecha County
Bee Canyon County
Coyote Canyon County
State Parks
Bolsa Chica State Beach* Huntington Beach
Chino Hills State Park County
Corona Del Mar State Beach Newport Beach
Crystal Cove State Park** County
Doheny State Beach Dana Point
Huntington State Beach Huntington Beach
San Clemente State Beach San Clemente
Airports
Fullerton Fullerton
John Wayne County
Military facilities
Joint Forces Training Base - Los Alamitos Los Alamitos
Former MCAS Tustin*** Tustin
Seal Beach Naval Weapons Station**** Seal Beach
National Forests
Cleveland National Forest County
*Includes Bolsa Chica Ecological Preserve
**Includes Laguna Laurel Ecological Preserve
***Active military areas
****Includes Seal Beach National Wildlife Refuge
225
Agenda Item
Orange City Council
Item #: 3.7. 4/28/2026 File #: 26-0138
TO: Honorable Mayor and Members of the City Council
THRU: Jarad Hildenbrand, City Manager
FROM: Adam Jevec, Chief of Police

1. SUBJECT
First Amendment to Agreement with the County of Orange for a Lead Forensic Specialist during Fiscal Year 2026-2027

2. SUMMARY
The First Amendment with the County of Orange authorizes the continuation of services for a dedicated Lead Forensic Specialist to conduct fingerprint examinations in the amount of $226,795 for Fiscal Year 2026-2027.

3. RECOMMENDED ACTION
Approve the First Amendment to Agreement with the County of Orange for a Lead Forensic Specialist in the amount of $226,795; and authorize the Mayor and the City Clerk to execute on behalf of the City.

4. FISCAL IMPACT
The expense for this amendment agreement is $226,795 and will be funded upon adoption of the proposed Fiscal Year 2026-2027 budget through General Fund (100):
100-4134-55000 Contractual Services

5. STRATEGIC PLAN GOALS
Goal 1: Maintain Strong Emergency and Safety Services

6. DISCUSSION AND BACKGROUND
Prior to 2019, the Police Department held a fully funded Forensic Services Specialist position that remained vacant for many years due to lack of qualified candidates. The Forensic Services Specialist position provided vital services to the department and required a unique skill set and qualifications not easily attained. During this time, the department relied on the assistance of the Orange County Sheriff’s Department (OCSD) for many years; however, this process resulted in a delay in processing evidence that caused a backlog of fingerprint analysis.

In January 2017, the Police Department transitioned from a “first-come, first-serve” basis with the County to a contractual service agreement that assigned a dedicated fingerprint examiner to Orange Police Department (OPD) casework.

The term of the original agreement (Agreement No. 6447.C) spans three years, commencing July 1, 2025, and terminating June 30, 2028. The agreement requires City Council to authorize cost increases each year, for years two and three, to continue with the agreement. If the cost increases City of Orange Page 1 of 2 Printed on 4/23/2026
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Item #: 3.7. 4/28/2026 File #: 26-0138
increases each year, for years two and three, to continue with the agreement. If the cost increases are not approved in the subsequent fiscal years, the contract can be terminated. The cost breakdown is provided below.

Contract Fiscal Year Cost of Service Annual Change
Year One 2025-2026 $212,476
Year Two 2026-2027 $226,795 $14,319, 6.74% Increase
Annual increases are calculated by the County and include the full anticipated cost of services, equipment, and supplies in accordance with current County cost data.

Based on their high level of service and positive results, the department is requesting the continuation of services in the amount of $226,795 for Fiscal Year 2026-2027.

7. ATTACHMENTS
· First Amendment
City of Orange Page 2 of 2 Printed on 4/23/2026
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Agenda Item
Orange City Council
Item #: 3.7. 4/28/2026 File #: 26-0138
TO: Honorable Mayor and Members of the City Council
THRU: Jarad Hildenbrand, City Manager
FROM: Adam Jevec, Chief of Police

1. SUBJECT
First Amendment to Agreement with the County of Orange for a Lead Forensic Specialist during Fiscal Year 2026-2027

5. STRATEGIC PLAN GOALS
Goal 1: Maintain Strong Emergency and Safety Services

The term of the original agreement (Agreement No. 6447.C) spans three years, commencing July 1, 2025, and terminating June 30, 2028. The agreement requires City Council to authorize cost increases each year, for years two and three, to continue with the agreement. If the cost increases City of Orange Page 1 of 2 Printed on 4/23/2026
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Item #: 3.7. 4/28/2026 File #: 26-0138
increases each year, for years two and three, to continue with the agreement. If the cost increases are not approved in the subsequent fiscal years, the contract can be terminated. The cost breakdown is provided below.

Based on their high level of service and positive results, the department is requesting the continuation of services in the amount of $226,795 for Fiscal Year 2026-2027.

7. ATTACHMENTS
· First Amendment
City of Orange Page 2 of 2 Printed on 4/23/2026
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Orange City CouncilApril 28, 2026

Orange City Council
April 28, 2026