HomeMy WebLinkAbout5.8 Agreement with Waste Management of Alameda County, Inc. for Organics and Solid Waste Post-Collection Services
STAFF REPORT
CITY COUNCIL
Page 1 of 4
Agenda Item 5.8
DATE: June 3, 2025
TO: Honorable Mayor and City Councilmembers
FROM: Colleen Tribby, City Manager
SUBJECT:
Agreement with Waste Management of Alameda County, Inc. for Organics
and Solid Waste Post-Collection Services
Prepared by: Michelle Sung, Environmental Technician
EXECUTIVE SUMMARY:
The City Council will consider approving an agreement with Waste Management of Alameda
County, Inc. for organics and solid waste post-collection services.
STAFF RECOMMENDATION:
Adopt the Resolution Approving an Agreement with Waste Management of Alameda County,
Inc. for Organics and Solid Waste Post-Collection Services.
FINANCIAL IMPACT:
The agreement includes a per-ton fee that will be assessed on Amador Valley Industries (AVI),
the City’s franchise waste hauler, for the cost of processing organics and disposing solid waste
collected within the City of Dublin. The per-ton fee is a pass-through charge that AVI recovers
through the rates assessed upon Dublin residents and businesses for solid waste collection
services. The processing costs are a minor portion of the overall solid waste collection services
rates.
DESCRIPTION:
Background
On December 6, 2004, the City Council adopted Resolution 224-04 authorizing the execution
of a Disposal Service Agreement with Waste Management of Alameda County for landfill
disposal services at the Altamont Landfill located in Livermore. The initial contract term of July
1, 2005 through June 30, 2015, included an option for a one-time, 10-year extension. On April
7, 2015, the City Council adopted Resolution 41-15, approving a first amendment to the
Disposal Service Agreement that extended the term to June 30, 2025.
The City does not have an agreement for post-collection processing of organic materials or
176
Page 2 of 4
recyclable materials. Amador Valley Industries (AVI), now owned by Livermore Sanitation, Inc.
(LSI), is the City’s franchise hauler of solid waste, recyclable, and organic materials. Prior to
the assignment of the AVI franchise agreement to LSI, AVI relied on organics processing
agreements and recyclable processing agreements held by AVI’s former affiliates. AVI did not
have a first-party agreement for organics or recyclable post-collection processing. On August
20, 2024, the City Council adopted Resolution 97-24 approving the assignment of AVI and
authorizing the execution of a new Amended and Restated Collection Services Agreement with
AVI that included the incorporation of mitigation measures identified in the Franchise
Assignment Review (Attachment 3).
Franchise Assignment Review, Mitigation II.B.2.c, required AVI to guarantee processing
capacity for the City’s organic materials and recyclable materials through June 30, 2025, and
notified AVI that the City desires to enter into its own first -party agreement for both organics
processing and recyclable processing. After June 30, 2025, and until the City enters into first-
party agreements for organics processing and recyclable processing, AVI is required to
continue to deliver organic and recyclable materials to the approved facilities in accordance
with the franchise agreement.
Because the Disposal Service Agreement with Waste Management for landfill materials is
expiring on June 30, 2025, and because Waste Management can also provide post-collection
processing of organics at the same facility as their post-collection processing of landfill solid
waste, City Staff and consultants pursued a new agreement that combines both landfill and
organics services. Staff is also working on a separate agreement for post-collection service for
recyclable materials. The recyclables agreement will be considered by the City Council at a
future date.
Statutory Authority and Review of Proposals
Public Resources Code Section 40059 provides that a local governmental agency is
authorized to determine all aspects of solid waste handling that are of local concern, including
but not limited to, frequency of collection, means of collection and transportation, level of
services, charges and fees, and nature, location, and extent of providing solid waste handling
services, with or without competitive bidding for the public health, safety, and well-being of the
City.
Staff reviewed proposals from the two entities that own and manage landfills in Alameda
County, Republic Services Vasco Road, LLC (Republic Services) and Waste Management.
Proposals were restricted to operators of Alameda County landfills to minimize haul distances
and to ensure appropriate tip fees are collected per the requirements of the Alameda County
Waste Reduction and Recycling Initiative (Measure D). Measure D is a 1990 voter approved
measure intended to provide funds for the planning and implementation of comprehensive
source reduction and recycling programs to divert materials from landfill.
The Republic Services proposal included solid waste disposal at the Vasco Road Landfill
located in Livermore and organics processing at the Forward Compost Facility located in
Manteca. The Waste Management proposal included solid waste disposal at the Altamont
Landfill and organics processing at the Altamont Compost Facility, also located in Livermore.
177
Page 3 of 4
The proposals had the same terms, with the key difference being the rates , as shown in Table
1 and described in detail below.
Table 1. Rate Comparisons
Fee (Per Ton) Republic Services Waste Management
Government Fee $19.93 $20.12
Disposal Fee $31.97 $29.00
Total Solid Waste Tip Fee $51.90 $49.12
Organics Processing $125 (mixed organics) $80 (mixed organics)/$120
(commercial food scraps)
The total cost per ton of waste disposed at the landfill consists of two fees: the Government
Fee and the Disposal Fee. The Government Fee is fixed, and the Disposal Fee is
compensation for disposal services paid to the landfill facility. Republic Services proposed a
tipping fee of $51.90 per ton, comprising the $19.93 per ton Government Fee and the $31.97-
per-ton Disposal Fee. Waste Management proposed a tipping fee of $49.12, comprising the
$20.12-per-ton Government Fee and the $29.00-per-ton Disposal Fee.
For organics processing, Republic Services proposed a $125-per-ton fee for mixed organics
processing, which includes transport from the Vasco Road Landfill to the Forward Compost
Facility. Waste Management proposed an $80-per-ton fee for commingled (mixed) organics
materials processing (residential organics and commercial green waste) and a $120-per-ton
fee for commercial food scraps processing at the Altamont Compost Facility Monday through
Friday.
Based on current solid waste and organics tonnages collected by AVI, the estimated annual
cost for organics and solid waste post-collection services with Waste Management is
approximately $360,000 lower than the proposal provided by Republic Services.
Contract Provisions
The key provisions of the Waste Management Organics and Solid Waste Post-Collection
Services Agreement include:
Contract Term. The contract term is set for 10 years. After the initial 10-year term, the
City and Waste Management may mutually agree to extend the term of the agreement
for up to an additional 10 years.
Annual Base Fee Escalation. The annual per-ton rate escalation will be tied to the San
Francisco-Oakland-Hayward CPI-U, ensuring the rate increases are predictable and
aligned with regional inflation.
Opportunities for Partnerships. The agreement includes climate and disaster
resiliency response and potential for extended producer responsibility programs,
enhancing the City’s long-term disaster response and sustainability goals.
Education and Outreach. Waste Management will have a supporting role in education
and outreach related to proper sorting by providing data and information about what
happens to materials after collection and which materials are not able to be effectively
178
Page 4 of 4
composted.
Assistance with meeting the City’s Senate Bill (SB) 1383 Recovered Organic
Waste Product Procurement Requirements. Waste Management will serve as a
broker for the City in procuring compost to meet the City’s annual SB 1383 recovered
organic waste product procurement requirements throughout the term of the agreement.
This requirement will be met through a direct service provider arrangement, where the
City will receive SB 1383 credit for compost purchases made by a third party, or Waste
Management will directly deliver compost to the City for City use.
STRATEGIC PLAN INITIATIVE:
Strategy 5: Long-Term Infrastructure and Sustainability Investments
Objective C: Continue to make progress on the Climate Action Plan and sustainable
operations.
NOTICING REQUIREMENTS/PUBLIC OUTREACH:
The City Council Agenda was posted.
ATTACHMENTS:
1) Resolution Approving an Agreement with Waste Management of Alameda County, Inc. for
Organics and Solid Waste Post-Collection Services
2) Exhibit A to the Resolution – Agreement with Waste Management of Alameda County, Inc.
for Organics and Solid Waste Post-Collection Services
3) Franchise Assignment Review – Amador Valley Industries, LLC.
179
Attachment 1
Reso. No. XX-25, Item X.X, Adopted XX/XX/2025 Page 1 of 2
RESOLUTION NO. XX – 25
A RESOLUTION OF THE CITY COUNCIL
OF THE CITY OF DUBLIN
APPROVING AN AGREEMENT WITH WASTE MANAGEMENT OF ALAMEDA COUNTY,
INC. FOR ORGANICS AND SOLID WASTE POST-COLLECTION SERVICES
WHEREAS, on January 12, 2005, the City of Dublin entered into an agreement with Waste
Management of Alameda County, Inc. for solid waste disposal services commencing July 1, 2005,
through June 30, 2015; and
WHEREAS, on April 7, 2015, an amendment to the agreement with Waste Management of
Alameda County, Inc. was executed to extend the term to June 30, 2025; and
WHEREAS, pursuant to California Public Resources Code Section 40059, a local
governmental agency is authorized to determine all aspects of solid waste handling that are of
local concern, whether the services are to be provided by means of nonexclusive franchise,
contract, license, permit, or otherwise, either with or without competitive bidding; and
WHEREAS, to protect the public health, safety, and well-being of the residents and
businesses in Dublin, the City desires to enter into an agreement for organics and solid waste
post-collection services with a qualified Contractor to provide for the processing of organic
materials and disposal of solid waste collected within the City of Dublin; and
WHEREAS, the City received proposals from Republic Services Vasco Road, LLC and
Waste Management of Alameda County, Inc.; a nd
WHEREAS, the City has found and determined, based on the proposal, demonstrated
experience, reputation, and reasonable and competitive costs, that Waste Management of
Alameda County, Inc., is best able to provide organics and solid waste post collection services in
accordance with Applicable Law.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Dublin does
hereby approve the Agreement with Waste Management of Alameda Count y, Inc. for Organics
and Soild Waste Post-Collection Services, attached hereto as Exhibit A.
BE IT FURTHER RESOLVED that the City Manager, or designee, is authorized to execute
the Agreement, attached hereto as Exhibit A, and make any necessary, non-substantive changes
to carry out the intent of this Resolution.
{Signatures on the following page}
180
Reso. No. XX-25, Item X.X, Adopted XX/XX/2025 Page 2 of 2
PASSED, APPROVED AND ADOPTED this 3rd day of June 2025, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
______________________________
Mayor
ATTEST:
_________________________________
City Clerk
181
AGREEMENT
BETWEEN
CITY OF DUBLIN
AND
WASTE MANAGEMENT OF ALAMEDA COUNTY, INC.
FOR
ORGANICS AND SOLID WASTE
POST-COLLECTION SERVICES
JUNE 3, 2025
Attachment 2
Exhibit A to the Resolution
182
This page intentionally left blank.
183
JUNE 2025 Page i City of Dublin Post Collection Agreement
TABLE OF CONTENTS
RECITALS ...................................................................................................................... 1
ARTICLE 1. GRANT AND ACCEPTANCE OF EXCLUSIVE RIGHTS ........................... 2
1.1 Grant and Acceptance of Exclusive Rights .................................................... 2
1.2 Scope Limitations and Exclusions ................................................................. 3
1.3 Obligations of Parties ..................................................................................... 4
ARTICLE 2. TERM OF AGREEMENT ............................................................................ 5
2.1 Term and Option to Extend ............................................................................ 5
2.2 Conditions to Effectiveness of Agreement ..................................................... 5
ARTICLE 3. SCOPE OF AGREEMENT ......................................................................... 6
3.1 Summary Scope of Services .......................................................................... 6
3.2 Use of Approved Facilities ............................................................................. 7
3.3 Subcontracting ............................................................................................... 7
3.4 Responsibility for Materials ............................................................................ 7
3.5 City-Directed Changes to Scope .................................................................... 8
3.6 No Tonnage Obligation or Limit on Waste Prevention ................................... 9
3.7 Extended Producer Responsibility Programs ............................................... 10
ARTICLE 4. SCOPE OF SERVICES ............................................................................ 11
4.1 Approved Facilities ...................................................................................... 11
4.2 Organic Materials Processing ...................................................................... 12
4.3 Solid Waste and Residue Disposal .............................................................. 15
4.4 Climate and Disaster Resiliency .................................................................. 16
4.5 Material Marketing ....................................................................................... 17
4.6 Public Education and Outreach ................................................................... 17
ARTICLE 5. STANDARD OF PERFORMANCE ........................................................... 18
5.1 General ........................................................................................................ 18
5.2 Operation Standards .................................................................................... 18
5.3 Vehicle & Equipment Requirements ............................................................ 25
5.4 Personnel ..................................................................................................... 25
5.5 Contract Management ................................................................................. 26
ARTICLE 6. RECORDKEEPING AND REPORTING ................................................... 27
6.1 Recordkeeping ............................................................................................. 27
6.2 Report Submittal Requirements ................................................................... 27
6.3 Late and Incorrect Reports .......................................................................... 28
ARTICLE 7. CITY REIMBURSEMENTS ....................................................................... 29
7.1 City Right to Establish Fees ......................................................................... 29
7.2 Other Reimbursements ................................................................................ 29
7.3 Adjustment To Reimbursements .................................................................. 29
7.4 Payment Schedule and Late Fees ............................................................... 29
184
JUNE 2025 Page ii City of Dublin Post Collection Agreement
ARTICLE 8. CONTRACTOR’S COMPENSATION AND RATE SETTING ................... 30
8.1 General ........................................................................................................ 30
8.2 Remittances to Contractor ........................................................................... 30
8.3 Per-Ton Rates ............................................................................................. 31
8.4 Extraordinary Rate Adjustments .................................................................. 34
ARTICLE 9. INDEMNITY, INSURANCE, AND PERFORMANCE BOND ..................... 37
9.1 Indemnification ............................................................................................. 37
9.2 Insurance ..................................................................................................... 40
9.3 Performance Bond ....................................................................................... 43
9.4 Corporate Guaranty ..................................................................................... 44
ARTICLE 10. DEFAULT AND REMEDIES ................................................................... 44
10.1 Events of Default ......................................................................................... 44
10.2 Right to Terminate Upon Uncured Default ................................................... 46
10.3 City’s Remedies In the Event of Default ....................................................... 47
10.4 Possession of Records Upon Termination ................................................... 47
10.5 City's Remedies Cumulative; Specific Performance .................................... 48
10.6 Performance Standards and Liquidated Damages ...................................... 48
10.7 Excuse from Performance ........................................................................... 49
10.8 Right to Demand Assurances of Performance ............................................. 50
10.9 Dispute Resolution ....................................................................................... 51
10.10 Contractor’s Corporate Status ..................................................................... 51
10.11 Cooperation and Disputes Between Contractors ......................................... 52
ARTICLE 11. REPRESENTATIONS AND WARRANTIES OF THE PARTIES ............ 52
11.1 Acts Necessary to Perform Service ............................................................. 52
11.2 Contractor’s Corporate Authorization ........................................................... 53
11.3 Agreement Will Not Cause Breach .............................................................. 53
11.4 No Litigation ................................................................................................. 53
11.5 No Adverse Judicial Decisions ..................................................................... 53
11.6 No Legal Prohibition .................................................................................... 54
11.7 Contractor’s Ability to Perform ..................................................................... 54
ARTICLE 12. OTHER AGREEMENTS OF THE PARTIES .......................................... 54
12.1 Relationship of Parties ................................................................................. 54
12.2 Financial Interest ......................................................................................... 54
12.3 Prohibition Against Gifts ............................................................................... 54
12.4 Nondiscrimination ........................................................................................ 55
12.5 Compliance with Law ................................................................................... 55
12.6 Governing Law ............................................................................................. 55
12.7 Jurisdiction ................................................................................................... 55
12.8 Binding on Successors ................................................................................ 55
12.9 Assignment .................................................................................................. 55
12.10 No Third-Party Beneficiaries ........................................................................ 57
12.11 Waiver .......................................................................................................... 57
12.12 Notice Procedures ....................................................................................... 57
12.13 Representatives of the Parties ..................................................................... 58
185
JUNE 2025 Page iii City of Dublin Post Collection Agreement
ARTICLE 13. MISCELLANEOUS AGREEMENTS....................................................... 58
13.1 Entire Agreement ......................................................................................... 58
13.2 Section Headings ......................................................................................... 58
13.3 References to Laws ..................................................................................... 59
13.4 Amendments ................................................................................................ 59
13.5 Severability .................................................................................................. 59
13.6 Counterparts ................................................................................................ 59
13.7 Exhibits ........................................................................................................ 59
LIST OF EXHIBITS
A. Definitions
B. Performance Bond
C. Accepted Organic Materials
D. Reporting Requirements
E. Initial Rates for Post-Collection Services
F. Performance Standards and Liquidated Damages
G. Reserved
H Corporate Guaranty
I. Approved Subcontractors and Secondary Processing Facilities
J. Contractor’s Proposed Tonnage and Residue Plan
186
This page intentionally left blank.
187
JUNE 2025 Page 1 City of Dublin Post Collection
AGREEMENT 1
BETWEEN 2
CITY OF DUBLIN 3
AND 4
WASTE MANAGEMENT OF ALAMEDA COUNTY, INC. 5
FOR 6
ORGANICS AND SOLID WASTE POST-COLLECTION SERVICES 7
8
THIS AGREEMENT is made and entered into as of June 3, 2025 between the City of Dublin, California, a 9
political subdivision of the State of California (hereinafter the “City”), and Waste Management of Alameda 10
County, Inc., (hereinafter referred to as “Contractor”). 11
RECITALS 12
This Agreement is entered into with reference to the following facts and circumstances: 13
WHEREAS, the Legislature of the State of California, by enactment of the California Integrated Waste 14
Management Act of 1989 (AB 939) (California Public Resources Code Section 40000 et seq.), has declared 15
that it is in the public interest to authorize and require local agencies to make adequate provisions for 16
Solid Waste services within their jurisdiction; 17
WHEREAS, the State of California has found and declared that the amount of refuse generated in 18
California, along with diminishing Disposal capacity, potential adverse environmental impacts from 19
landfilling, and the need to conserve natural resources, has created an urgent need for State and local 20
agencies to enact and implement an aggressive integrated waste management program. The State has, 21
through enactment of AB 939 and subsequent related legislation including, but not limited to: the Jobs 22
and Recycling Act of 2011 (AB 341), the Event and Venue Recycling Act of 2004 (AB 2176), SB 1016 23
(Chapter 343, Statutes of 2008 [Wiggins, SB 1016]), the Mandatory Commercial Organics Recycling Act of 24
2014 (AB 1826), and the Short-Lived Climate Pollutants Bill of 2016 (SB 1383), AB 1594, AB 1201, SB 343, 25
and the Plastic Pollution Prevention and Packaging Producer Responsibility Act (SB 54), directed the 26
responsible State agency, and all local agencies, to promote Diversion and to maximize the use of feasible 27
waste reduction, reuse, Recycling, and Composting options in order to reduce the amount of refuse that 28
must be Disposed; 29
WHEREAS, SB 1383 establishes regulatory requirements for jurisdictions, Generators, haulers, Solid Waste 30
facilities, and other entities to support achievement of State-wide Organic Waste Disposal reduction 31
targets; 32
WHEREAS, in response to the Governor signing Executive Order N-79-20, the California Air Resources 33
Board has established regulations, including, but not limited, the Advanced Clean Fleets Rule, as part of a 34
188
JUNE 2025 Page 2 City of Dublin Post Collection
strategy to transition fleets to zero emissions vehicles (ZEVs), and provisions of such regulations apply to 35
Contractor’s vehicle fleet under this Agreement; 36
WHEREAS, pursuant to California Public Resources Code Section 40059(a)(2), the City has determined that 37
public health, safety, and wellbeing require that an exclusive right be awarded to a qualified Contractor 38
to provide for the Processing of Organic Materials; for the Disposal of Solid Waste; and other services 39
related to meeting the City’s economic and environmental goals; 40
WHEREAS, the City further declares its intent to approve and maintain reasonable Rates for the Processing 41
and Disposal of Organic Materials and Solid Waste; 42
WHEREAS, the City desires, having determined that Contractor, by demonstrated experience, reputation, 43
and capacity, is qualified to provide for the Processing of Organic Materials and Disposal of Solid Waste, 44
generated within the corporate limits of the City, and that Contractor be engaged to perform such services 45
on the basis set forth in this Agreement; 46
WHEREAS, the City and Contractor have attempted to address conditions affecting their performance of 47
services under this Agreement but recognize that reasonably unanticipated conditions may occur during 48
the Term of this Agreement that will require the Parties to meet and confer to reasonably respond to such 49
changed conditions; and, 50
WHEREAS, under Municipal Code Chapter 5.32, the City may enter into a contract for the Processing 51
and/or Disposal of all refuse in and from the City and the collection of Rates therefore, and the City Council 52
is authorized to enter into such contract with any terms it deems necessary to protect the best interests 53
of the City. 54
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained in this 55
Agreement and for other good and valuable consideration, the Parties agree as follows: 56
ARTICLE 1. 57
GRANT AND ACCEPTANCE OF EXCLUSIVE 58
RIGHTS 59
1.1 GRANT AND ACCEPTANCE OF EXCLUSIVE RIGHTS 60
By the signing of this Agreement, the City grants to Contractor and Contractor accepts an exclusive right 61
to Process and Dispose of all City Delivered Materials for which they have been awarded service. The 62
rights granted to Contractor shall be for the scope of services described in this Agreement, except where 63
otherwise precluded by Federal, State, and local laws and regulations. 64
This Agreement and scope of these exclusive rights shall be interpreted to be consistent with Applicable 65
Law, now and during the Term of the Agreement. If future judicial interpretations of current law or new 66
laws, regulations, or judicial interpretations limit the ability of the City to lawfully contract for the scope 67
of services, in the manner consistent with all provisions as specifically set forth herein, Contractor agrees 68
that the scope of the Agreement will be limited to those services and materials which may be lawfully 69
included herein, and that the City shall not be responsible for any lost profits or losses claimed by 70
Contractor to arise out of limitations to the scope or provisions of the Agreement set forth herein. In such 71
189
JUNE 2025 Page 3 City of Dublin Post Collection
an event, it shall be the responsibility of Contractor to minimize the financial impact of such future judicial 72
interpretations or new laws, and Contractor may meet and confer with the City and may petition for an 73
extraordinary Rate adjustment pursuant to Section 8.4. 74
1.2 SCOPE LIMITATIONS AND EXCLUSIONS 75
The award of this Agreement shall not preclude the categories of Organic Materials and Solid Waste listed 76
below from being Collected by Persons other than the Collection Contractor, and Accepted, Transferred, 77
Transported, Processed, or Disposed by Persons other than Contractor, provided that nothing in this 78
Agreement is intended to or shall be construed to excuse any Person from obtaining any authorization 79
from the City that is otherwise required by law: 80
A. Self-Hauled Materials. Organic Materials and/or Solid Waste, generated in or on a Commercial 81
business Owner’s or Resident’s own Premises, may be Disposed of with their own vehicle so long as 82
they are in compliance with the City’s Municipal Code. 83
B. Donated or Sold Materials. Any items that are Source Separated at any Premises by the Generator 84
and sold or donated to other Persons, including youth, civic, or charitable organizations. 85
C. Edible Food Recovery. Edible food that is Collected from a Generator by other Person(s) for the 86
purposes of food recovery; or that is Self-Hauled by the Generator to another Person(s) for the 87
purposes of food recovery, regardless of whether the Generator donates, sells, or pays a fee to the 88
other Person(s) to Collect or receive the edible food. Contractor shall cooperate with and shall not 89
impede, interfere, or attempt to impede or interfere with the implementation, expansion, or 90
operation of food recovery program efforts in the City. 91
D. Food Scraps for Animal Feed. Food Scraps that are separated by the Generator and used by the 92
Generator or distributed to other Person(s) for lawful use as animal feed, in accordance with 14 CCR 93
Section 18983.1(b)(7). Food Scraps intended for animal feed may be Self-Hauled by Generator or 94
hauled by another party. 95
E. Materials That Collection Contractor Does Not Collect and/or Contractor Does Not Divert. Organic 96
Materials or Solid Waste which the Collection Contractor is not required to Collect for Diversion 97
under the Collection Agreement as of the Effective Date of this Agreement that subsequently, in 98
the City’s reasonable judgment, become economically feasible to Collect for Diversion. In such 99
event, the City may provide for Collection, Processing, and Diversion of such materials in any 100
manner it deems appropriate. Such materials may include, but shall be limited to, Organic Materials 101
which the Collection Contractor would otherwise Collect for Disposal. 102
F. Beverage Containers. Containers delivered for Recycling under the California Beverage Container 103
Recycling and Litter Reduction Act, Section 14500 et seq. of the California Public Resources Code. 104
G. Materials Removed by Customer’s Contractor as Incidental Part of Services. Organic Materials 105
and/or Solid Waste removed from a Premises by a contractor (e.g., gardener, landscaper, tree-106
trimming service, construction contractor, or Residential clean-out service) as an incidental part of 107
the service being performed, rather than as a separately contracted or subcontracted hauling 108
service; or if such contractor is providing a service which is not included in the scope of this 109
Agreement or the Collection Agreement. 110
190
JUNE 2025 Page 4 City of Dublin Post Collection
H. In-Place Composting. Organic Materials Composted or otherwise legally managed at the site where 111
it is generated (e.g., backyard Composting, onsite anaerobic digestion, or at a Community 112
Composting site). 113
I. Animal, Grease Waste, and Used Cooking Oil. Animal waste and remains from slaughterhouse or 114
butcher shops, grease, or used cooking oil. 115
J. Sewage Treatment By-Product. Byproducts of sewage treatment, including Sludge, Sludge ash, grit, 116
and screenings. 117
K. Exempt Waste. Exempt Waste, regardless of its source. 118
L. Materials Generated by State and County Facilities. Materials generated by State and County 119
facilities located in the City, provided that the Generator Self-Hauls, has arranged services with 120
other Persons, or has arranged services with Contractor through a separate agreement. 121
M. Climate and Disaster Resiliency Debris. Debris generated as result of a wartime, natural, physical, 122
or other disaster that the Collection Contractor is unable to Collect and/or Contractor is unable to 123
Process or Dispose of within a reasonable timeframe, as determined by the City, or that the City 124
directs the Collection Contractor or Contractor to not Collect, Process, or Dispose in accordance 125
with Section 4.4 of this Agreement and in accordance with the Collection Agreement. The City 126
reserves the right to enter into a third-party agreement to provide disaster debris Collection and 127
Post-Collection services that augment those provided by Contractor or the Collection Contractor. 128
N. Extended Producer Responsibility Programs. If an Extended Producer Responsibility Program 129
requires special handling or unique Processing services that are not currently provided by 130
Contractor, and Contractor is unable or unwilling to provide such required handling or services, 131
then, subject to the provisions of the Collection Agreement and Section 3.5, Section 3.7, and Section 132
8.4 of this Agreement, other Persons may Accept, Transfer, Transport, Process, Divert and/or 133
Dispose of such Organic Materials. 134
Contractor acknowledges and agrees that the City may permit other Persons besides Contractor to Accept, 135
Transfer, Transport, Process, or Dispose of any and all types of materials excluded from the scope of this 136
Agreement, as set forth above, without seeking or obtaining approval of Contractor. If Contractor can 137
produce evidence that other Persons are providing Post-Collection Services in a manner that is not 138
consistent with this Agreement or the City’s Code, it shall report the location, name, and phone number 139
of the Person or company to the City’s Contract Manager, along with Contractor’s evidence. In such case, 140
the City may notify the Person providing such services that are in violation of Contractor’s rights under 141
this Agreement, and Contractor shall have the right to take legal action to enforce its rights under this 142
Agreement. 143
1.3 OBLIGATIONS OF PARTIES 144
In addition to the specific performance required under the Agreement, the City and Contractor shall: 145
A. Provide timely notice to one another of a perceived failure to perform any obligations under this 146
Agreement and timely access to information demonstrating the other Party’s failure to perform. 147
B. Provide timely access to the City Representative and Contractor’s designated representative. 148
191
JUNE 2025 Page 5 City of Dublin Post Collection
C. Provide complete and timely responses to requests of the other Party. 149
D. Provide timely notice of matters that may affect either Party’s ability to perform under the 150
Agreement. 151
ARTICLE 2. 152
TERM OF AGREEMENT 153
2.1 TERM AND OPTION TO EXTEND 154
The Term of this Agreement shall commence on July 1, 2025 (“Commencement Date”) and continue in 155
full force for a period of ten (10) years, through and including June 30, 2035, unless the Agreement is 156
extended in accordance with this Section or terminated pursuant to Section 10.2. 157
The City and Contractor may agree in writing to extend the Term of the Agreement in one- (1-) year 158
increments for up to a total of ten (10) years beyond the initial Term, through and including June 30, 2045. 159
The City must offer Contractor an extension of this Agreement in writing no later than one (1) year before 160
the then-current Agreement expiration date. Upon receiving an extension offer(s), Contractor shall 161
provide written notice to the City as to whether Contractor accepts or rejects the City’s offer within thirty 162
(30) Working Days of the date of the offer. If Contractor fails to provide such notice to the City within said 163
thirty (30) Working Days, the City’s offer shall be deemed withdrawn and the City shall have no obligation 164
to extend the Term of this Agreement beyond the then-current Agreement expiration date. If the Term of 165
this Agreement is extended by mutual agreement as outlined within this paragraph, the compensation 166
provisions of Article 8 shall be subject to negotiation. 167
Between the Effective Date and Commencement Date, Contractor shall perform all activities necessary to 168
prepare itself to start providing services required by this Agreement on the Commencement Date. 169
2.2 CONDITIONS TO EFFECTIVENESS OF AGREEMENT 170
The obligation of the City to permit this Agreement to become effective and perform its undertakings 171
provided for in this Agreement is subject to the satisfaction of all the conditions below, each of which may 172
be waived, in written form only, in whole or in part by the City. 173
A. Accuracy of Representations. Contractor’s representations and warranties made in Article 11 of 174
this Agreement are true and correct on and as of the Effective Date. 175
B. Furnishings of Insurance and Performance Bond. Contractor has furnished evidence of the 176
insurance and performance bond required by Article 9 that is satisfactory to the City. 177
C. Absence of Litigation. To the best of Contractor’s knowledge, after reasonable investigation, there 178
is no action, suit, proceeding, or investigation, at law or in equity, before or by any court or 179
governmental authority, commission, board, agency, or instrumentality decided, pending, or 180
threatened against Contractor wherein an unfavorable decision, ruling, or finding, in any single case 181
or in the aggregate, would: 182
1. Materially adversely affect the performance by Contractor of its obligations hereunder. 183
192
JUNE 2025 Page 6 City of Dublin Post Collection
2. Adversely affect the validity or enforceability of this Agreement. 184
3. Materially adversely affect the financial condition of Contractor, or any surety or entity 185
guaranteeing Contractor’s performance under this Agreement. 186
D. Permits Furnished. Contractor has provided the City with copies of all permits necessary for 187
operation of all Approved Facilities owned or operated by Contractor or any Subcontractor for use 188
under the terms of this Agreement. 189
E. Legal Challenge. Contractor understands and acknowledges that the award of this Agreement may 190
be subject to review and repeal by the City’s citizens, through a referendum or similar petition, and 191
various types of legal and environmental challenges (such referenda, similar petition, and legal and 192
environmental challenges shall be referred to collectively as “Legal Challenges”). Accordingly, this 193
Agreement shall not become effective until the City Manager or the City Manager’s designee 194
reasonably determines that: (i) any Legal Challenges that had been initiated as of the time of such 195
determination have been resolved in favor of the City’s award of this Agreement to Contractor; and, 196
(ii) the deadline to initiate any additional Legal Challenges has expired; provided, however, that 197
Contractor shall be entitled to rescind this Agreement upon thirty (30) calendar days’ prior written 198
notice to the City Manager if such determination is not made within seventy-five (75) calendar days 199
after City Council approval of the Agreement. 200
F. Directed Flow of City Delivered Materials. The City has entered into a franchise agreement with 201
the Collection Contractor for Collection of City Delivered Materials. To the extent that such 202
materials are Collected by the Collection Contractor on or before the Commencement Date, the 203
City shall direct the Collection Contractor through that agreement to the appropriate Approved 204
Facilities as required under this Agreement. 205
ARTICLE 3. 206
SCOPE OF AGREEMENT 207
3.1 SUMMARY SCOPE OF SERVICES 208
Contractor or its Subcontractor(s) shall be responsible for the following: 209
A. Receiving, Accepting, and safely and lawfully Processing Organic Materials and Disposing of Solid 210
Waste and Organic Materials Processing Residue from City Delivered Materials at the Approved 211
Facility(ies) in accordance with Article 4 and Applicable Law. Contractor’s failure to specifically 212
require an act necessary to perform the Post-Collection Services does not relieve Contractor of its 213
obligations to perform such act or services. 214
B. Performing all other services required by this Agreement, including, but not limited to, billing, public 215
education, recordkeeping, and reporting pursuant to Article 4, Article 5, Article 6, and Article 8. 216
C. Furnishing all labor, supervision, vehicles, Containers, other equipment, materials, supplies, and all 217
other items and services necessary to perform Contractor’s obligations under this Agreement. 218
D. Paying all expenses related to the provision of services required by this Agreement, including, but 219
not limited to, taxes, regulatory fees (including City Reimbursements), and utilities. 220
193
JUNE 2025 Page 7 City of Dublin Post Collection
E. Performing or providing all services necessary to fulfill Contractor’s obligations in full accordance 221
with this Agreement and the performance standards contained within at all times, using best 222
industry practice for comparable operations. 223
F. Complying with all Applicable Laws. 224
The enumeration and specification of particular aspects of service, labor, or equipment requirements shall 225
not relieve Contractor of the duty to perform all other tasks and activities necessary to fulfill its obligations 226
under this Agreement, regardless of whether such requirements are enumerated elsewhere in the 227
Agreement, unless excused in accordance with Section 10.7. 228
3.2 USE OF APPROVED FACILITIES 229
Contractor, without constraint and as a free-market business decision in accepting this Agreement, agrees 230
to use the Approved Facilities for the purposes of performing Post-Collection Services under this 231
Agreement. Such decision by Contractor in no way constitutes a restraint of trade, notwithstanding any 232
Change in Law regarding flow control limitations or any definition thereof. 233
3.3 SUBCONTRACTING 234
Contractor is solely responsible for management and oversight of the activities of all Subcontractor(s). 235
Contractor shall be considered to be in breach or default should the activities of any Subcontractor(s) 236
constitute a breach or event of default under this Agreement. 237
Contractor shall not engage a Subcontractor(s) for Post-Collection Services without the prior written 238
consent of the City Representative, which may be granted subject to their reasonable discretion. As of the 239
Effective Date of this Agreement, the City has approved Contractor’s use of Subcontractor(s) included 240
herein as Exhibit I. Following the Effective Date, if Contractor plans to engage any Affiliate as a 241
Subcontractor in the provision of services, Contractor shall provide the City Representative with thirty (30) 242
calendar days’ written notification of its plans and provide an explanation of any potential impacts related 243
to the quality, timeliness, or cost of providing services under this Agreement. Contractor shall require that 244
all Subcontractors file an insurance certificate with the City, describing such Subcontractor’s insurance 245
coverage and naming the City as an additional insured. The City Risk Manager may waive or excuse these 246
insurance requirements in its sole discretion. Contractor shall require that all Subcontractors comply with 247
all material terms of this Agreement. 248
3.4 RESPONSIBILITY FOR MATERIALS 249
Once City Delivered Materials are delivered to the Approved Facility(ies) and received and Accepted by 250
Contractor, ownership and the right to possession of City Delivered Materials will transfer directly from 251
the Collection Contractor or other Person designated to deliver such City Delivered Materials to 252
Contractor, with the exception of Exempt Waste if Contractor can identify the Exempt Waste pursuant to 253
Subsection 5.2.2. For Solid Waste received and Accepted by Contractor at the Approved Disposal Facility, 254
Contractor may retain, Recycle, Process, Dispose of, and otherwise use the City’s Solid Waste in any lawful 255
fashion or for any lawful purpose. Both benefits and Liabilities resulting from ownership and possession 256
will accrue to Contractor. 257
194
JUNE 2025 Page 8 City of Dublin Post Collection
3.5 CITY-DIRECTED CHANGES TO SCOPE 258
A. General. The City may direct Contractor to perform additional services (including, but not limited 259
to, the performance of additional Diversion activities) or Contractor may propose additional 260
services. Per-Ton Rates will be increased or decreased, in accordance with this Section, to give effect 261
to these adjustments. 262
At any time during the Term of this Agreement, the City may solicit proposals from other Persons 263
for services not contemplated under this Agreement. In the event that contracting with other 264
Persons for such services will reduce Contractor’s Compensation or increase Contractor’s costs 265
under this Agreement, Contractor shall be offered the opportunity to match any other Person’s 266
proposed pricing and provide the added scope of services. However, nothing in this Agreement shall 267
prevent the City from contracting with other Persons in the event that Contractor is unable or 268
unwilling to provide such services at or below the cost proposed by the other Person. The City shall 269
adjust Contractor’s Compensation for any demonstrable change in direct costs or revenue resulting 270
from such change, in accordance with Section 8.4. 271
B. Proposal for Modification of Services. Within thirty (30) Working Days of the City’s request for a 272
proposal, or at any time Contractor chooses to propose additional services, Contractor shall present 273
its proposal to modify the existing Post-Collection Services, unless an alternate schedule is mutually 274
agreed upon. A written proposal, at a minimum, shall contain a complete description of the 275
following: 276
1. Methodology to be employed (changes to equipment, labor needs, staffing, etc.). 277
2. Equipment to be utilized (equipment number, types, capacity, age, etc.). 278
3. Labor requirements (changes in number of employees by classification). 279
4. Provision for the program’s publicity, education, or marketing (if appropriate). 280
5. Estimate of the impact of the service modification (increased Diversion Tonnage, reduced 281
costs, increased public service, etc.). 282
6. Five- (5-) year projection of the financial results of the program’s operations in a balance sheet 283
and operating statement format, including documentation of the key assumption underlying 284
the projections and the support for those assumptions, giving full effect to the savings or costs 285
to existing Post-Collection Services. 286
C. City Review. If the City does not review, comment, and approve or disapprove of the modification 287
to the scope of services within ninety (90) Business Days of receiving Contractor’s proposal, the 288
proposal will be deemed disapproved. The City and Contractor may mutually agree to extend the 289
time period for review due to: (i) the complexity of the scope of service modification under 290
consideration; (ii) the time needed for the review or approval; or, (iii) for other reasonable reasons. 291
The City may request the assistance of an independent third party to review the proposal. 292
Contractor shall pay the reasonable costs of that review if the modification to the scope of Post-293
Collection Services is initiated by Contractor. The City shall pay those costs if the modification to the 294
scope of Post-Collection Services is initiated by the City. For a Contractor-initiated modification to 295
the scope of Post-Collection service, the cost of the review will be estimated in advance of the work 296
and provided to Contractor for comment and agreement to pay. Contractor’s refusal to pay the 297
195
JUNE 2025 Page 9 City of Dublin Post Collection
reasonable cost of review of a Contractor-initiated proposal shall be grounds for the City’s rejection 298
of that proposal. 299
Contractor shall promptly provide operating and business records requested by the City that are 300
reasonably required to verify the reasonableness and accuracy of the impacts associated with a 301
modification to the scope of Post-Collection Services. Contractor shall fully cooperate with the City’s 302
request and provide the City and its agent(s) copies of or access to Contractor’s records. 303
If the City and Contractor are unable to agree on terms and conditions, including compensation 304
adjustments, of modifications to the scope of Post-Collection services within one hundred and 305
twenty (120) Business Days from the City’s receipt of Contractor’s proposal for such services, the 306
City may permit other Persons to provide such services, provided that such services do not conflict 307
with the exclusivity granted to Contractor under Section 1.1. Nothing herein shall prevent the City 308
from soliciting cost and operating information from other Persons in order to inform the City’s 309
evaluation of Contractor’s proposal. 310
D. Approval of Modification to Scope of Services. Upon City approval or determination, the City shall 311
issue a written notice approving the modification to the scope of Post-Collection services and 312
change to Contractor’s obligations under this Agreement and documenting any change to the Per-313
Ton Rates made in accordance with Section 8.4. The Parties shall then prepare a written 314
amendment to the Agreement documenting any and all changes resulting from the modification to 315
the scope of services. No change in scope of Post-Collection Services, change in Contractor’s 316
obligations, or adjustment in Per-Ton Rates shall become effective absent that City approval or 317
determination. 318
3.6 NO TONNAGE OBLIGATION OR LIMIT ON WASTE PREVENTION 319
Neither the City nor the Collection Contractor is obligated to deliver any specified quantity of Organic 320
Materials or Solid Waste to the Approved Facility(ies). 321
The City maintains programs to reduce the amount of waste intended for Processing and/or Disposal. It 322
is the City’s intent to continue to improve, develop, and enhance existing programs, as well as to 323
implement new programs and services throughout the Term, as it deems necessary, to meet or exceed 324
mandated Diversion program requirements and goals established by AB 939 and subsequent Federal, 325
State, County, or local legislation, including, but not limited to, the State’s seventy-five percent (75%) 326
Recycling goal established in AB 341, the programmatic requirements of AB 1826, the requirements of SB 327
1383, and the requirements of SB 54. Contractor acknowledges that the characterization and quantity of 328
City Delivered Materials that are delivered to the Approved Facility(ies) will change over the Term and 329
may, over time, be significantly different than that as of the Commencement Date of the Agreement, but 330
the obligation of Contractor to Accept the City Delivered Materials will continue for the Term of the 331
Agreement, so long as it conforms to the definitions and requirements of this Agreement. 332
Nothing in this Agreement shall, in any manner, prevent, penalize, or impede the City from continuing 333
programs, altering programs, or developing new programs that have the effect of reducing or increasing 334
the amount of City Delivered Materials Collected and delivered to the Approved Facility(ies) by the 335
Collection Contractor. However, notwithstanding anything to the contrary in this Agreement, during the 336
Term of this Agreement, the City shall direct for delivery by Collection Contractor all City Delivered 337
Materials to Contractor for Processing and/or Disposal in accordance with this Agreement. 338
196
JUNE 2025 Page 10 City of Dublin Post Collection
3.7 EXTENDED PRODUCER RESPONSIBILITY PROGRAMS 339
A. General. In addition to the services provided by Contractor pursuant to existing Extended 340
Producer Responsibility Programs, including, but not limited to SB 54, the City and Contractor 341
acknowledge that additional or amended Extended Producer Responsibility Programs may be 342
established in the future. The City may request that Contractor participate in an Extended 343
Producer Responsibility Program. Notwithstanding Subsection 8.4.E, any and all such City 344
requests and/or new requirements related to any Extended Producer Responsibility Programs 345
shall be treated as a change in scope in accordance with Section 3.5 and Subsection 8.4.D and 346
shall not be treated as a Change in Law pursuant to Subsection 8.4.E; provided, however, that 347
Contractor shall be expressly precluded from requesting an extraordinary Rate adjustment for a 348
change in scope to the extent Contractor is fully compensated for Processing, Recovery, Diversion, 349
or other direct costs associated with such Extended Producer Responsibility Program 350
participation. Contractor shall, by default, accept the City’s request to enact the Extended 351
Producer Responsibility program, unless Contractor can demonstrate significant barriers that 352
would make providing such services impracticable. Contractor shall express any objections or 353
concerns during the meet and confer period and provide substantial evidence of such barriers in 354
Contractor’s proposal, for further review by the City. 355
B. Extended Producer Responsibility Program Proposal. Upon the City’s written request, Contractor 356
shall seek out and coordinate with the applicable Stewardship Organization designated for the 357
specified Extended Producer Responsibility Program and shall describe such partnership in its 358
proposal, in addition to the requirements outlined in Section 3.5. In its written request, the City 359
may additionally describe specific information required to be included in Contractor’s proposal, 360
as the City Representative deems reasonably necessary, in relation to the Extended Producer 361
Responsibility Program. The City shall review the proposal and may request additional supporting 362
documentation, calculations, or other information necessary to evaluate Contractor’s proposal 363
for reasonableness and ability to comply with the requirements of the Extended Producer 364
Responsibility Program. The City retains the right to negotiate with Contractor and amend the 365
Agreement to reflect changes in services, as needed, or may reject the proposal without further 366
negotiation. Contractor shall not be compensated for the proposal preparation costs or costs 367
incurred during the negotiation of its proposal. 368
At any time during the Term of this Agreement, the City may solicit proposals from other Persons 369
related to Extended Producer Responsibility Programs, as provided in Subsection 1.2.N. 370
C. Funding Provided Through Extended Producer Responsibility Programs. Contractor’s 371
participation or compliance with Extended Producer Responsibility Programs shall not warrant an 372
increase to Contractor’s Compensation, except as otherwise provided in Subsection 8.4.D. 373
Contractor shall maintain records of all funding or other resources Contractor receives directly or 374
indirectly through an Extended Producer Responsibility Program. Contractor shall calculate and 375
demonstrate the dollar amount that can be attributed to services provided under this Agreement. 376
Any cost savings identified shall be remitted to the City as either: (i) a direct payment sent to the 377
City within thirty (30) Business Days of Contractor’s receipt of funds; or, (ii) a reduction to the 378
appropriate Per-Ton-Rate(s) that are established in accordance with Article 8, at the City 379
Manager’s or the City Manager’s designee’s sole discretion. Contractor shall include copies of 380
invoices or receipts submitted to or provided by the applicable Stewardship Organization with its 381
payment. 382
197
JUNE 2025 Page 11 City of Dublin Post Collection
D. Recordkeeping. Contractor shall maintain all operational and financial records related to 383
Extended Producer Responsibility Programs and report such information to the City in accordance 384
with Exhibit D or as otherwise requested by the City Representative. 385
ARTICLE 4. 386
SCOPE OF SERVICES 387
Contractor shall perform the Post-Collection Services and corresponding requirements described in this 388
Article. Failure to specifically require an act necessary to perform the Post-Collection Services under this 389
Agreement does not relieve Contractor of its obligation to perform such act. 390
4.1 APPROVED FACILITIES 391
A. Use of Approved Facility(ies). Contractor shall Accept City Delivered Materials at the appropriate 392
Approved Facility(ies) for each material type and shall comply with all material delivery and 393
Acceptance procedures specified in this Agreement. 394
B. Use of Alternate Facilities. If Contractor is unable to use an Approved Facility due to an emergency 395
or sudden and unforeseen closure of the Approved Facility that is outside the control of Contractor, 396
Contractor shall immediately notify the City Representative and shall use the appropriate Alternate 397
Facility(ies), as defined in Exhibit A. Contractor shall continue to use such Alternate Facility(ies) until 398
the Approved Facility is reopened or the need for the Alternate Facility is abated. Contractor shall 399
notify the City in writing prior to recommencing use of the Approved Facility. During such time, to 400
the extent feasible, Contractor shall continue to comply with the requirements of Article 5. 401
If the need to use an Alternate Facility is discretionary or for reasons within Contractor’s, or its 402
Subcontractor’s, reasonable control, Contractor’s Compensation shall not be adjusted for any 403
change in costs associated with use of the Alternate Facility and Contractor shall be responsible for 404
any increased costs associated with the direct delivery of Organic Materials and/or Solid Waste to 405
the Alternate Facility in Collection Contractor vehicles, or any required Transfer services and 406
associated Transfer costs. Such additional costs shall be paid to the Collection Contractor. If the 407
need to use the Alternate Facility results from reasons beyond Contractor’s, or its Subcontractor’s, 408
reasonable control, the City shall adjust, either up or down, Contractor’s Compensation for changes 409
in Processing or Disposal costs associated with use of the Alternate Facility, and Contractor shall not 410
be responsible for any increased costs associated with the direct delivery of Organic Materials 411
and/or Solid Waste to the Alternate Facility in Collection Contractor vehicles, or any required 412
Transfer services and associated Transfer costs. In the event that a change in the Approved 413
Facility(ies) results in increased costs, the City may identify and direct Contractor to an alternate 414
facility that results in less cost than the Contractor-identified alternate. 415
If Contractor has notified the City in writing, per the requirements above, that Contractor is unable 416
to use the Approved Commercial Food Scraps Processing Facility (Altamont) for Processing 417
Commercial Food Scraps for reasons beyond Contractor’s, or its Subcontractor’s, reasonable 418
control, and the Alternate Commercial Food Scraps Processing Facility has been Accepting all 419
Commercial Food Scraps for more than thirty (30) days, then the City reserves the right, in its sole 420
discretion, to remove Commercial Food Scraps from the exclusive rights of this Agreement as 421
198
JUNE 2025 Page 12 City of Dublin Post Collection
defined in Section 1.1. The City shall notify Contractor in writing prior to the removal of Commercial 422
Food Scraps. 423
Except for the emergency conditions described in this Section, Contractor shall not change its 424
selection of the Approved Facility(ies) without the City’s written approval, which may be withheld 425
in the City’s reasonable discretion. Contractor may use an Alternate Facility (Processing or Disposal) 426
in lieu of the primary Approved Facility, so long as it notifies the City in writing and includes the 427
reason for using the Alternate Facility and expected duration of time for which the Alternate Facility 428
will be used. If Contractor elects to use a facility that is different than the initial Approved 429
Facility(ies) or Alternate Facilities, it shall request written approval from the City Representative 430
sixty (60) calendar days prior to use of the site and obtain the City’s written approval no later than 431
ten (10) calendar days prior to use of the site. The City’s approval may be conditioned on such 432
facility’s ability to guarantee sufficient Transfer, Processing, or Disposal capacity to the City for the 433
period of time proposed by Contractor for use of the proposed facility and the status of such 434
facility’s permits. 435
Contractor is solely responsible for ensuring continued availability of City-approved Alternate 436
Facility(ies) throughout the Term. 437
C. Secondary Processing. Contractor may use the Secondary Processing Facilities listed in Exhibit I. 438
Should Contractor wish to utilize a Secondary Processing Facility to perform services under this 439
Agreement that is not listed in Exhibit I, Contractor shall request approval from the City 440
Representative. Contractor shall provide any requested records, documentation, or other 441
information that the City considers reasonable to evaluate the impact on Post-Collection Services 442
by use of the proposed Secondary Processing Facility. In particular, the City may not approve a 443
facility on the basis of any number of factors, including distance from the City, demonstrated 444
performance of the facility, regulatory and litigation history of the facility, operating track record of 445
the facility, cost of using the facility, consistency of the facility with City, County, or State policy, or 446
any other factor relevant to the City Representative. Contractor shall not commence use of the 447
proposed Secondary Processing Facility without written approval from the City, which will not be 448
unreasonably withheld. Contractor shall document use of all Secondary Processing Facilities in 449
accordance with Exhibit D.3.8 and D.3.9. 450
4.2 ORGANIC MATERIALS PROCESSING 451
A. Processing. Contractor shall Accept all Organic Materials at the Approved Commingled Organic 452
Materials Processing Facility and Approved Commercial Food Scraps Processing Facility(ies) and 453
shall Process all such material. Contractor shall operate the Approved Commingled Organic 454
Materials Processing Facility and Approved Commercial Food Scraps Processing Facility(ies) in 455
accordance with Applicable Law and all standards of performance described in Article 5. Contractor 456
shall meet the following minimum Processing standards at the Approved Commingled Organic 457
Materials Processing Facility and Approved Commercial Food Scraps Processing Facility(ies): 458
1. Pre-Processing activities shall include the removal of identified Hazardous Waste and the 459
removal of plastic bags and other Prohibited Container Contaminants, based on the 460
capabilities of each Approved Facility’s existing Processing equipment. 461
199
JUNE 2025 Page 13 City of Dublin Post Collection
2. Composting shall be accomplished by the use of recognized Composting methods, which have 462
been demonstrated to be able to consistently produce a stable, mature compost product that 463
is suitable for general purpose use, similar to the U.S. Composting Council's Class 1 rating. 464
3 Post-Composting Processing activities shall include screening to remove plastics and other 465
contaminants from the compost product. 466
4. Finished compost products shall meet environmental health standards in accordance with 467
Applicable Law, including, but not limited to, the physical contamination limits of 14 CCR 468
Section 17868.3.1. Contractor shall make available, upon the City’s request, any sampling 469
reports and supporting documentation necessary to demonstrate compliance with this 470
Section. 471
B. Capacity Guarantee. Contractor guarantees sufficient capacity at the Approved Commingled 472
Organic Materials Processing Facility and Approved Commercial Food Scraps Processing Facility(ies) 473
to Process all City Delivered Materials throughout the Term of the Agreement. 474
C. Diversion. Contractor shall Process all Organic Materials in a manner that maximizes Diversion and 475
is deemed not to constitute landfill disposal pursuant to 14 CCR Section 18983.1(a), which states 476
that landfill disposal includes final deposition of Organic Waste at a landfill or use of Organic Waste 477
as ADC or AIC. After Processing, Contractor may Dispose of materials that do not have a higher or 478
better use as Residue or for Beneficial Reuse purposes, to the extent allowed by State and local law. 479
As required under 14 CCR Section 17867(a)(16), 17896.44.1, and 17414.2, Contractor shall 480
determine and report to the State quarterly the percentage of Organic Waste contained in materials 481
Disposed. In accordance with Exhibit D, Contractor shall submit a copy of such reports to the City 482
Representative. 483
Contractor shall allow the City Contract Manger, or their designee, with or without prior notice, to 484
observe Processing operations and periodically sample finished compost product and Residue 485
generated at the Approved Commingled Organic Materials Processing Facility and Approved 486
Commercial Food Scraps Processing Facility(ies) to ensure compliance with this Section. 487
D. Residue Allocation and Disposal. Contractor shall use the method of tracking and allocating Organic 488
Materials Residue levels approved by the City, as provided in Exhibit J. Contractor’s Residue 489
allocation methodology shall allow Contractor to accurately allocate the City’s share of the total 490
Residue generated from the Processing of Organic Materials at the Approved Commingled Organic 491
Materials Processing Facility and Approved Commercial Food Scraps Processing Facility(ies). 492
Contractor shall report Residue from Organic Materials Processing to the City quarterly in 493
accordance with Exhibit D. Contractor shall not change the Residue level calculation method 494
without prior written approval from the City. 495
Residue from Contractor’s Processing of Organic Materials shall be Transported and Disposed of by 496
Contractor at Contractor’s sole expense. Contractor shall be fully responsible for the safe Disposal 497
of all such Residue in accordance with Applicable Law. Residue delivered for Disposal shall not 498
include any Exempt Waste. 499
E. Marketed Commodities. Contractor shall market Diverted materials in the Commodity categories 500
and grades listed in this Section. If Contractor wants to modify the Commodity categories or grades 501
during the Term of the Agreement, Contractor shall request approval from the City and such 502
200
JUNE 2025 Page 14 City of Dublin Post Collection
approval shall be obtained before changes are implemented. Commodity categories and grades 503
shall include, at minimum: 504
1. Compost product 505
2. Soil Amendments and/or blends, as requested and available. 506
F. Compost Product Procurement by the City. Contractor shall serve as a broker for the City in 507
procuring compost product to meet the City’s annual SB 1383 recovered Organic Waste product 508
procurement target, for calendar year 2025 and throughout the Term of the Agreement. The City 509
and Contractor shall meet each November, unless otherwise provided below, to discuss the City’s 510
procurement target and discuss the upcoming allocation of Organic Waste product procurement, 511
whether wholly or partially met through a direct service provider arrangement or where the City 512
may desire for some of the Organic Waste product procured to be reserved for City use through 513
direct delivery by Contractor. 514
Contractor shall provide the City with copies of the invoices evidencing procurement of and 515
payment for compost product by third party purchasers. When the purchaser procures the compost 516
product from Contractor, the associated compost product shall be credited towards the City’s SB 517
1383 procurement targets. Invoices must include the date of purchase, the name of the entity, 518
operations, or facility purchasing the compost product, the amount in Tons or cubic yards purchased 519
(assuming one (1) Ton equals one point six (1.6) cubic yards), and evidence that the purchaser has 520
agreed to utilize the compost product as a direct service provider for the City. 521
Such compost product shall be produced at the Approved Commingled Organic Materials 522
Processing Facility/Approved Commercial Food Scraps Processing Facilities. At such time that the 523
purchaser has purchased compost product, Contractor shall provide the City with the required 524
information pursuant to the preceding paragraph. Contractor shall annually facilitate the 525
procurement of approximately three thousand (3,000) Tons of compost product for the City at a 526
rate not to exceed the rate described in Exhibit E, adjusted annually in accordance with Subsection 527
8.3.B. Nothing in this Agreement shall, in any manner, obligate or otherwise restrict the City from 528
reducing or increasing the Tons Contractor shall be required to make available to the City, since the 529
required Tons are subject to change during the Term of the Agreement; provided, however, that 530
the increase in Tons Contractor shall be required to make available to the City shall be limited to an 531
additional seven hundred fifty (750) Tons (a twenty-five percent (25%) increase of the annual 532
procurement amount of three thousand (3,000) Tons). If the City requests more than three 533
thousand seven hundred fifty (3,750) Tons of annual compost product procurement (one hundred 534
twenty-five percent (125%) of the guaranteed annual procurement amount of three thousand 535
(3,000) Tons), such additional increase in Tons is subject to compost product being available from 536
the Approved Commingled Organic Materials Processing Facility and Approved Commercial Food 537
Scraps Processing Facilities. 538
If the City is no longer required under Applicable Law to meet annual recovered Organic Waste 539
product targets or the City’s annual recovered Organic Waste product procurement target changes, 540
the City may, at its sole discretion, sever the provisions of this Section or amend the Tons required 541
for procurement without impact to the rest of the Agreement. Should the City request changes to 542
how compost product is provided directly to the City (e.g., provided in bags instead of in bulk) the 543
Parties shall meet and confer to determine any change in cost for such service. 544
201
JUNE 2025 Page 15 City of Dublin Post Collection
G. Changes to Accepted Materials. Contractor shall Accept all Organic Materials as defined in Exhibit 545
C and shall Accept all materials required to be Accepted and/or Composted by Applicable Law or 546
Extended Producer Responsibility Programs, including but not limited to, AB 1201, SB 1383, SB 54, 547
and SB 343, unless otherwise directed by the City. A change in the Acceptable materials list resulting 548
from a Change in Law shall not warrant an adjustment to Contractor’s Compensation, except as 549
otherwise provided in Subsection 8.4.E. 550
If either Party is made aware of a required change in the Accepted materials list due to an Extended 551
Producer Responsibility Program or Applicable Law, that Party shall notify the other Party within 552
thirty (30) days of being made aware of such change. Upon the City’s request, the Parties shall 553
promptly meet and confer to discuss the timeline and process for implementing such changes to 554
the Acceptable materials list. If the change in the Accepted material list is due to an Extended 555
Producer Responsibility Program, Contractor shall implement such changes in accordance with, and 556
subject to the limitations of, Sections 3.7 and 8.4. Contractor shall implement changes to the 557
Accepted materials list upon approval by the City or by any required deadlines under Applicable 558
Law, whichever is sooner. Contractor shall maintain records in accordance with Subsection 3.7.D 559
and Exhibit D. Pursuant to Section 10.11, Contractor shall bear full responsibility for complying with 560
all Applicable Laws and provisions of this Agreement. 561
4.3 SOLID WASTE AND RESIDUE DISPOSAL 562
A. General. Contractor shall Accept all Solid Waste at the Approved Disposal Facility and shall Dispose 563
of such material. Contractor shall operate the Approved Disposal Facility in accordance with 564
Applicable Law and all standards of performance described in this Section and in Article 5. 565
B. Capacity Guarantee. Contractor guarantees sufficient capacity at the Approved Disposal Facility to 566
receive all City Delivered Materials throughout the Term of the Agreement. Contractor shall 567
annually provide evidence of the current and future capacity of the Approved Disposal Facility in 568
accordance with Exhibit D.3.3. 569
C. Disposal Specifications. Contractors shall operate, manage, and maintain the Solid Waste fill areas, 570
including the placement, burying, and compaction of Solid Waste in the refuse fill areas; stockpiling, 571
placement, and compaction (if necessary) of daily cover, intermediate cover, and final cover; and, 572
management of fill operations, including, but not limited to, fill sequencing, side slopes 573
configuration, and working face location and configuration. 574
Contractor shall safely and lawfully Dispose of City Delivered Materials at the Approved Disposal 575
Facility in lined cells meeting requirements of Subtitle D of the RCRA, if such cells are required in 576
accordance with Applicable Law. 577
Contractor shall operate, maintain, and manage leachate and landfill gas management systems, 578
groundwater monitoring and management systems, storm water drainage and control systems, 579
treatment facilities, buildings, onsite roadways, utilities, and any other required Approved Disposal 580
Facility elements. 581
D. Closure and Post Closure. Contractor shall safely operate, maintain, and manage the Approved 582
Disposal Facility in compliance with Applicable Law not only during the Term, but also thereafter, 583
until and during the Facility Closure and Post-Closure period(s) (including fulfillment of State funding 584
requirements). Contractor’s compliance obligations include compliance with the Closure/Post-585
202
JUNE 2025 Page 16 City of Dublin Post Collection
Closure requirements of California's Department of Resources Recycling and Recovery (CalRecycle) 586
throughout the Term of this Agreement and through the required Federal, State, or local Post-587
Closure period. Contractor is solely responsible, operationally and financially, for: (i) the appropriate 588
Closure and Post-Closure activities of the Facility; and, (ii) the establishment and funding of any 589
reserve funds required by Applicable Law for the purposes of providing funds for the payment of 590
costs of Closure of the Approved Disposal Facility (or any cell within the Approved Disposal Facility) 591
or Post-Closure activities relating to the Approved Disposal Facility. Contractor shall not hold the 592
City or the Collection Contractor responsible for paying any deficiencies in required reserves. In 593
addition, Contractor shall not hold the City or the Collection Contractor responsible for making any 594
payments if actual Closure and Post-Closure costs relating to the Approved Disposal Facility exceed 595
the amounts reserved by Contractor for that purpose. This obligation survives expiration or 596
termination of the Agreement. 597
4.4 CLIMATE AND DISASTER RESILIENCY 598
A. Climate and Disaster Resiliency Planning. No less than ninety (90) calendar days prior to the 599
Commencement Date, the Parties shall meet to discuss development of a Climate and Disaster 600
Response Plan to address the role of Contractor in the City’s disaster debris management needs 601
related to wartime, natural, physical, or other disaster in, or proximate to the City that results in the 602
declaration of a State of Emergency by the City Manager or City Council. Such plan shall include any 603
measures that may be necessary for Contractor to take over time to address climate change. 604
B. Disaster Response Protocol. The Parties shall develop and finalize a Disaster Response Protocol 605
prior to the Commencement Date that identifies specific communication and logistical actions, and 606
such other coordination between the Parties and internal to each Party, such that Contractor 607
assistance can occur immediately following the City’s declaration of an emergency, except as 608
provided in Section 10.7. The Disaster Response Protocol shall become part of the Climate and 609
Disaster Response Plan to be developed by the Parties, as provided in this Section. The Parties shall 610
review the Disaster Response Protocol no less than annually and revise as warranted. 611
C. Essential Service. Contractor acknowledges that it provides an essential service, and that while 612
Processing and Disposal services during or following a disaster may be affected by impacts to 613
facilities, equipment, and/or public infrastructure, Contractor is obligated to take all measures 614
necessary to provide such service in a timely and effective manner in compliance with this 615
Agreement, except as provided in Section 10.7. 616
D. Use of Contractor’s Facility. In the event of a State of Emergency declared by the City Manager or 617
City Council, Contractor shall provide Disposal capacity for up to ten thousand (10,000) Tons of 618
disaster debris from the City, at a cost not to exceed the then-current Per-Ton Rates for Disposal 619
E. Contractor Reimbursement for Use of Additional Resources. Should Contractor provide additional 620
Disposal capacity during a declared State of Emergency beyond that normally required to perform 621
services under this Agreement, Contractor shall submit to the City an invoice for the additional Tons 622
delivered for Disposal. The City shall compensate Contractor for such Tons Disposed within two 623
hundred and seventy (270) calendar days or upon receipt of State and/or Federal emergency agency 624
reimbursement specific to the City’s Disposal costs, whichever is sooner. Should any costs borne by 625
Contractor be disputed by the City, Contractor and the City shall resolve such a dispute in 626
accordance with Section 10.9. Contractor shall reasonably cooperate with City, State, and/or 627
203
JUNE 2025 Page 17 City of Dublin Post Collection
Federal reporting and documentation requirements related to the City’s receipt of State and/or 628
Federal emergency agency reimbursement, including if the City is pursuing reimbursement after 629
having paid Contractor. 630
4.5 MATERIAL MARKETING 631
Contractor shall market Diverted Materials in accordance with this Section. 632
A. Market Arrangements. Contractor shall continually monitor market conditions and engage in 633
marketing activities to assure continuous material movement to the extent practicable and 634
consistent with Applicable Laws and programs described in Subsection 4.5.C below. 635
B. Commodities Marketed. Contractor shall market recovered materials in the Commodity categories 636
and grades listed in Section 4.2. If Contractor wants to modify the Commodity categories or grades 637
during the Term of the Agreement, Contractor shall request approval from the City and such 638
approval shall be obtained before changes are implemented. 639
C. Highest and Best Use. Contractor’s marketing strategy shall promote the highest and best use of 640
materials for waste reduction, prevention, reuse, refill, repair, recovery, and Recycling, as 641
established by Applicable Laws and Extended Producer Responsibility Programs. Where practical, 642
the marketing strategy should include use of local, regional, and domestic markets, in this 643
preferential order, for Diverted materials. 644
D. Responsible End Markets. Contractor shall ensure City Delivered Materials are delivered to and 645
Recycled, Composted, and/or Processed at Responsible End Markets and shall maintain all records 646
necessary to demonstrate compliance with this Section and Applicable Law. Contractor shall 647
provide records demonstrating compliance with this Section to the City in accordance with Exhibit 648
D. 649
4.6 PUBLIC EDUCATION AND OUTREACH 650
A. General. Contractor acknowledges that they are part of a multi-party effort to operate and educate 651
the public about the regional integrated waste management system. Contractor shall proactively 652
and on an ongoing basis cooperate with, and coordinate with, the City Representative and the 653
Collection Contractor on the design and expansion of the public education materials. Contractor 654
shall have a supporting role in developing education materials used to educate the City’s residents 655
and businesses on reducing waste generation, properly using the City Solid Waste and Composting 656
programs, Applicable Laws, and Extended Producer Responsibility Programs. Such role may include, 657
but not be limited to, providing data and information relevant to conveying messages to the public 658
about what happens to City Delivered Materials after Collection, providing statistics for the 659
development of fact sheets, providing details on operations and sorting methods, and proactively 660
informing the City and the Collection Contractor of City Delivered Materials that are unable to be 661
effectively Recycled or Composted. 662
B. Collaboration with the City. From time to time during the Term of the Agreement, the City may 663
request that Contractor provide suggestions for educating residents and businesses in the City 664
Service Area to reduce the level of Contamination in City Delivered Materials. Contractor shall 665
provide its suggestions in writing within fourteen (14) Working Days of the City’s request and, upon 666
request, shall attend meetings with the City to discuss education strategies and efforts. 667
204
JUNE 2025 Page 18 City of Dublin Post Collection
C. Tours. Contractor shall coordinate with the City and work cooperatively to provide community 668
services such as tours and education about Recycling and facility operations. Upon request, with 669
seven (7) days’ notice by the City, Contractor shall provide tours of the Approved Facility(ies). 670
Contractor shall not charge the City for labor, overhead, overtime, or any other costs associated 671
with any such tours. 672
ARTICLE 5. 673
STANDARD OF PERFORMANCE 674
5.1 GENERAL 675
Contractor shall, at all times, comply with Applicable Law and provide services in a manner that is safe to 676
the public and Contractor’s employees. Except to the extent that a higher performance standard is 677
specified in this Agreement, Contractor shall perform services in accordance with Post-Collection Services 678
management practices common to the San Francisco Bay Area. 679
5.2 OPERATION STANDARDS 680
5.2.1 Permits 681
A. Securing Permits. Contractor shall obtain and maintain, at Contractor’s sole cost, all permits 682
required under Applicable Law to perform Post-Collection Services. Contractor shall provide the City 683
with proof of permits and shall demonstrate compliance with the terms and conditions of permits 684
promptly upon the City’s request. In its Annual Report or more frequently, as necessary, Contractor 685
shall inform the City of any permit-related or regulatory concerns and Contractor’s status of 686
securing the issuance, revision, modification, extension, or renewal of permits necessary to address 687
such concerns. Upon the City’s direction, Contractor shall promptly provide the City with copies of 688
permits and any applications or other correspondence that Contractor submits in connection with 689
securing Permits. 690
B. Complying with Permits. Contractor shall, at all times, provide services in compliance with all 691
Permits, including any mitigation measures related to the operation and maintenance of the 692
Approved Facility(ies). Contractor is solely responsible for paying any fines or penalties imposed for 693
noncompliance with, violation of, or failure to obtain permits. 694
5.2.2 Rejection of Exempt Waste 695
A. Inspection. Contractor shall use standard industry practices to detect and reject Exempt Waste in a 696
uniform and non-discriminatory manner and shall not knowingly Accept Exempt Waste at the 697
Approved Facility(ies). Contractor shall comply with the inspection procedure contained in its 698
permit requirements and in accordance with its operations plan. Contractor shall promptly modify 699
that procedure to reflect any changes in permits or Applicable Law. 700
Contractor shall develop a load inspection program that includes the following components: (i) 701
personnel and training; (ii) load checking activities; (iii) management of Exempt Waste; and, (iv) 702
recordkeeping and emergency procedures. Contractor’s load checking personnel shall be trained 703
in: (i) the effects of Hazardous Substances on human health and the environment; (ii) identification 704
of prohibited materials; and, (iii) emergency notification and response procedures. 705
205
JUNE 2025 Page 19 City of Dublin Post Collection
B. Remedies for Rejected Materials. If Contractor identifies Exempt Waste delivered to the Approved 706
Facility(ies) by the Collection Contractor or other Person(s), Contractor may reject the Exempt 707
Waste and require the Person(s) bringing such Exempt Waste to the Approved Facility(ies) to 708
remove it. The cost of removal, proper handling, and Disposal shall be the responsibility of such 709
Person(s) delivering Exempt Waste. Contractor shall also be entitled to pursue whatever remedies, 710
if any, it may have against Person(s) bringing that Exempt Waste to the Approved Facility(ies). 711
Should Contractor inadvertently Accept Exempt Waste in a lawful manner, Contractor shall bear all 712
responsibility for handling, Transporting, and Processing or Disposing of such material in accordance 713
with Applicable Law, unless the Person(s) bringing the Exempt Waste can be identified, in which 714
case the cost of removal, proper handling, and Processing or Disposal shall be chargeable to such 715
identified Person(s). Contractor shall be solely responsible for making arrangements for the final 716
Disposition of Accepted Exempt Waste and all costs thereof, except as provided above. In no event 717
shall the City be responsible for making arrangements for the handling of Accepted Exempt Waste 718
or the costs thereof. 719
C. Notification. If Contractor rejects Exempt Waste delivered by the Collection Contractor, Contractor 720
shall immediately notify the City verbally and then follow verbal notifications with a written notice 721
identifying the date and time of occurrence, material type, material weight or volume, 722
characterization of material, Contractor’s reason for rejection of the delivered material, 723
photographs of the material, and the identification number or information of the vehicle that 724
delivered the material. 725
D. Quarantined Waste. If approved by the City Representative, Contractor may Dispose of, rather than 726
Process, specific types of Organic Materials that are subject to quarantine and meet the 727
requirements described in 14 CCR Section 18984.13(d) for a period of time specified by the City 728
Representative or until the City provides notice that the quarantine has been removed. In 729
accordance with Exhibit D, Contractor shall maintain records and submit reports regarding 730
compliance agreements for quarantined Organic Materials that are Disposed of pursuant to this 731
Subsection. 732
5.2.3 Prohibited Container Contaminants Monitoring 733
Contractor shall actively work with the Collection Contractor throughout the Term of this Agreement to 734
monitor the levels of Prohibited Container Contaminants in City Delivered Materials at the Approved 735
Facility(ies). Contractor shall inform the Collection Contractor of specific days and/or loads that contain 736
high levels of Prohibited Container Contaminants, the type of Prohibited Container Contaminants most 737
frequently found in City Delivered Materials, and any other related information that may be useful for the 738
Collection Contractor in identifying the types of Prohibited Container Contaminants, developing strategies 739
to reduce contamination, and targeting information in the Collection Contractor’s education and outreach 740
efforts to Generators. 741
Contractor shall Accept all City Delivered Materials that contain Prohibited Container Contaminant levels 742
equal to or less than the following: (i) for Commingled Organic Materials, three percent (3%); and (ii) for 743
Commercial Food Scraps, twenty percent (20%). In the event that a vehicle load delivered by the Collection 744
Contractor exceeds such Prohibited Container Contaminant thresholds, Contractor may reject the load in 745
accordance with the load rejection procedures outlined in Subsection 5.2.2. Should Contractor’s pre-746
Processing operations and equipment be unable to reduce contamination levels of Accepted Commercial 747
Food Scraps to three percent (3%) on a consistent basis, the Parties shall promptly meet and confer to 748
206
JUNE 2025 Page 20 City of Dublin Post Collection
discuss strategies for reducing contamination levels. Contractor shall be responsible for demonstrating 749
actual contamination levels in a manner reasonably satisfactory to the City Representative. During the 750
meet and confer period, Contractor shall continue to Accept all Commercial Food Scraps delivered by the 751
Collection Contractor that meets the contamination thresholds as described in this Section. Contractor 752
shall not implement any changes to the contamination monitoring procedures described in this Section 753
without the prior written approval of the City Representative. 754
5.2.4 Days and Hours of Operation 755
A. General. Contractor shall operate the Approved Facility(ies) for the receipt of City Delivered 756
Materials in accordance with the days and hours of operation set forth in its permits and as specified 757
below. 758
1. Approved Commingled Organic Materials Processing Facility (Altamont). At a minimum, 759
Contractor shall Accept Commingled Organic Materials at the Approved Commingled Organic 760
Materials Processing Facility from Monday – Friday, 6 a.m. – 5 p.m., except for Saturdays and 761
Holidays. 762
2. Approved Commercial Food Scraps Processing Facility (Altamont). At a minimum, Contractor 763
shall Accept Commercial Food Scraps at the Approved Commercial Food Scraps Processing 764
Facility from Monday – Friday, 6 a.m. – 5 p.m., except for Saturdays and Holidays. 765
3. Approved Commercial Food Scraps Processing Facility (Davis Street). At a minimum, 766
Contractor shall Accept Commercial Food Scraps at the Approved Commercial Food Scraps 767
Processing Facility on Saturdays from 6 a.m. – 6 p.m., except for Monday through Friday and 768
Holidays. 769
4. Approved Disposal Facility (Altamont). At a minimum, Contractor shall Accept Solid Waste at 770
the Approved Disposal Facility from Monday – Friday, 5:30 a.m. – 5:30 p.m., and Saturdays, 6 771
a.m. – 12 p.m., except for Holidays. 772
While Contractor may increase these hours, Contractor may not reduce the hours or total number 773
of hours for Acceptance of City Delivered Materials without the concurrence of the City and the 774
Collection Contractor, unless reductions are required by a change in a permit subsequent to the 775
Effective Date. Additionally, Contractor shall ensure that the use of any/all Alternate Facilities abide 776
by the days and hours of operation described for all City Delivered Materials, unless otherwise 777
mutually agreed upon between the City and Contractor. 778
B. Holiday Schedule. Contractor, at its sole discretion, may choose not to provide Post-Collection 779
Services on a Holiday. In such event, Contractor shall provide Post-Collection Services on the 780
Working Day following the Holiday closure. If a Holiday falls on a Monday – Friday, Contractor shall 781
provide Post-Collection Services for Commingled Organic Materials at the Approved Commingled 782
Organics Processing Facility on the Saturday following the Holiday in accordance with the Saturday 783
hours described in Section 5.2.4.4. Contractor shall not change its designation of Holidays or 784
Holiday-related closures of Approved Facilities without prior written approval by the City. 785
Contractor shall make any requested changes to a Holiday schedule no less than six (6) months in 786
advance of the requested Holiday change. 787
5.2.5 Equipment and Supplies 788
Contractor shall equip and operate the Approved Facilities in a manner that fulfills Contractor’s obligations 789
under this Agreement. Contractor is solely responsible for the adequacy, safety, and suitability of the 790
207
JUNE 2025 Page 21 City of Dublin Post Collection
Approved Facilities. Contractor shall modify, enhance, and/or improve the Approved Facilities as needed 791
to fulfill Post-Collection Services under this Agreement. Contractor shall provide all rolling stock, 792
stationary equipment, material storage containers, spare parts, maintenance supplies, Processing 793
equipment, and other consumables as appropriate and necessary to operate the Approved Facilities and 794
provide all Post-Collection Services required by this Agreement. Contractor shall place the equipment in 795
the charge of competent operators. Contractor shall repair, maintain, and as necessary, replace all 796
equipment at its own cost and expense. 797
5.2.6 Traffic Control and Direction 798
Contractor shall construct and maintain all roads required to Transport City Delivered Materials from the 799
Approved Facility(ies) site entrance to the scale house and from the scale house to the actual point of 800
unloading at the Processing or Disposal area of the Approved Facility(ies). Contractor shall provide a safe 801
working environment at the Approved Facility(ies) for users, visitors, and employees and direct onsite 802
traffic to appropriate unloading areas by providing necessary roadways, signs, and personnel. Contractor 803
shall maintain all roadways and signs at the Approved Facility(ies) in a clean and usable condition for the 804
convenience of vehicles using the Approved Facility(ies) and to facilitate safe and efficient traffic flow at 805
the Approved Facility(ies). 806
5.2.7 Vehicle Turnaround Times 807
A. General. Contractor shall maintain a maximum vehicle turnaround time of forty (40) minutes or less 808
for Collection Contractor delivery of City Delivered Materials to the Approved Disposal Facility, 809
Approved Commingled Organic Materials Processing Facility, and Approved Commercial Food 810
Scraps Processing Facility (i.e., when Commercial Food Scraps are delivered to Altamont) and thirty 811
(30) minutes or less for Collection Contractor delivery of Commercial Food Scraps to the Approved 812
Commercial Food Scraps Processing Facility (i.e., when Commercial Food Scraps are delivered to 813
Davis Street), pursuant to Subsection 5.2.4. In the event that Contractor is unable to use the 814
Approved Disposal Facility, the Approved Commingled Organic Materials Processing Facility, or the 815
Approved Commercial Food Scraps Processing Facility(ies), and relies on any of the Alternate 816
Facilities, Contractor shall ensure the maximum vehicle turnaround times do not exceed those set 817
forth in this paragraph for City Delivered Materials. Turnaround time shall be measured from when 818
the vehicle passes through an inbound scale to when it passes through an outbound scale; as 819
measured through the Collection Contractor’s onboard global positioning system (GPS) tracking. 820
This excludes instances when the driver exits the vehicle or force majeure events. Failure to meet 821
this guaranty for more than five (5) consecutive Working Days or more than ten (10) Working Days 822
in any sixty day (60) period equates to default of Contractor’s performance obligations under this 823
Agreement. Contractor shall have a twenty-four (24) hour period to cure this breach before 824
Liquidated Damages are assessed in accordance with this Section and Section 10.6. 825
B. Guaranteed Collection Vehicle Turnaround Time. Contractor shall operate the Approved 826
Facility(ies) so that all Collection Contractor vehicles are processed, unloaded, and exited from the 827
Approved Facility(ies) property in a timely manner such that the maximum turnaround time is no 828
more than the time allocated above in Subsection 5.2.7.A. 829
C. Supporting Documentation. Upon the City’s request, Contractor shall provide the City reports or 830
access to electronic scale house system records and/or onsite camera recording that provide the 831
City information to determine actual vehicle turnaround times. Contractor acknowledges that the 832
City may conduct onsite surveys to verify compliance with the guaranteed vehicle turnaround times 833
208
JUNE 2025 Page 22 City of Dublin Post Collection
for the Collection Contractor’s vehicles. Contractor acknowledges that the City may also use GPS 834
records from the Collection Contractor’s vehicles and provided by the Collection Contractor to 835
calculate actual vehicle turnaround times. At Contractor’s option, Contractor may, at its own cost, 836
implement and maintain a technology-based vehicle tracking system of recording inbound and 837
outbound Collection Contractor vehicle times (such as a system that uses RFID vehicle tags and RFID 838
readers). Such system shall not inconvenience the Collection Contractor or the City or delay the 839
Collection Contractor’s vehicles from arriving and departing the Approved Facility(ies). 840
D. Complaint Resolution. Contractor shall respond within five (5) Business Days to any written 841
Complaint received from the City or the Collection Contractor related to vehicle turnaround times. 842
Contractor shall work directly with the Collection Contractor to identify and resolve issues that are 843
causing vehicle turnaround times to extend beyond the maximum vehicle turnaround time stated 844
in Subsection 5.2.7.B. Contractor may provide evidence disputing any Complaint received by the 845
Collection Contractor, provided that the evidence is in the form of camera recordings of the 846
Collection Contractor’s vehicle(s), scale house records, or other documented timestamps of the 847
Collection Contractor’s arrival and departure times from the Approved Facility(ies). Contractor’s 848
evidence shall be presented no later than ten (10) Business Days after receipt of the Collection 849
Contractor or the City’s written notice of a Complaint(s). The City shall review both Contractor’s 850
evidence and the Collection Contractor’s evidence and provide written notice of the City’s 851
determination whether the Complaint was valid or invalid. 852
E. Consequences for Failure to Meet the Guaranteed Vehicle Turnaround Times. Should Contractor 853
fail to meet the guaranteed maximum turnaround times for the Collection Contractor’s vehicles 854
described in this Section, Liquidated Damages may be assessed by the City in the amounts stated in 855
Exhibit F, unless Contractor proves, to the reasonable satisfaction of the City, that a Complaint 856
regarding a Collection Contractor vehicle turnaround time exceeding the guaranteed vehicle 857
turnaround time was not valid, pursuant to Subsection 5.2.7.D above. 858
F. Assessment of Liquidated Damages. The City understands that a failure by Contractor to meet the 859
maximum vehicle turnaround time incurs damages upon the Collection Contractor. Therefore, the 860
City shall provide notice of its intent to assess Liquidated Damages to Contractor within sixty (60) 861
Business Days of the City becoming aware of Contractor’s failure to meet the maximum vehicle 862
turnaround time. The assessment of Liquidated Damages shall be made in accordance with Section 863
10.6 and collected by the City on behalf of the Collection Contractor. 864
5.2.8 Scale Operation 865
A. Maintenance and Operation. Contractor shall maintain at least two (2) State-certified motor vehicle 866
scales at the Approved Facility(ies) in accordance with Applicable Law. Contractor shall link all scales 867
to a centralized computer recording and billing system that shall be compatible with Contractor’s 868
systems and account for tracking all incoming and outgoing materials. Contractor shall operate 869
those scales during the Approved Facility(ies) receiving hours established in Subsection 5.2.4. 870
Contractor shall provide the City with access to weighing information at all times and, upon request, 871
with copies thereof on the next Working Day following the City’s request. 872
B. Tare Weights for Collection Contractor Vehicles. Within thirty (30) calendar days prior to the 873
Commencement Date, Contractor shall coordinate with the Collection Contractor to ensure that all 874
single-body Collection vehicles used by the Collection Contractor to deliver City Delivered Materials 875
to the Approved Facility(ies) are weighed to determine unloaded (“tare”) weights. Collection 876
209
JUNE 2025 Page 23 City of Dublin Post Collection
vehicles that are not single-body construction, such as trucks that Transport Roll-Off Boxes or 877
Compactors or have detachable tractors, shall weigh in and weigh out. Contractor shall 878
electronically record the tare weight, identify vehicle as Collection Contractor owned, and provide 879
a distinct vehicle identification number for each vehicle. Upon request, Contractor shall provide the 880
City with a report listing the vehicle tare weight information. Contractor shall promptly coordinate 881
with the Collection Contractor to weigh any additional or replacement Collection vehicles prior to 882
the Collection Contractor placing them into service. Contractor shall check tare weights at least 883
annually, or within fourteen (14) calendar days of a City request, and shall coordinate with the 884
Collection Contractor to re-tare vehicles immediately after any major maintenance service on a 885
Collection vehicle. 886
C. Substitute Scales. If any scales are inoperable, being tested, or otherwise unavailable, Contractor 887
shall use reasonable business efforts to weigh vehicles on the remaining operating scales. To the 888
extent that all the scales are inoperable, being tested, or otherwise unavailable, Contractor shall, as 889
soon as possible, substitute portable scales until the permanent scales are replaced or repaired. 890
Contractor shall arrange for any inoperable scale to be repaired as soon as possible and, in any 891
event, within seventy-two (72) hours (excluding Holidays) of the failure of the permanent scale. If 892
repairs to the permanent scale are projected to take more than twelve (12) hours, Contractor shall 893
immediately obtain a temporary substitute scale(s). 894
Contractor shall, as soon as possible, provide back-up generator(s) capable of supplying power to 895
the scales in the event of a power outage. 896
D. Estimates. Pending substitution of portable scales, or during generator outages, Contractor shall 897
estimate the Tonnage of City Delivered Materials delivered to the Approved Facility(ies) by utilizing 898
the arithmetic average of each vehicle’s recorded Tons of City Delivered Materials from its 899
preceding three (3) deliveries, on the same calendar day of the week, to the Approved Facility(ies). 900
During any period the scales are out of service, Contractor shall continue to record all information 901
required by this Section for each delivery of City Delivered Materials to the Approved Facility(ies) 902
and each Transported load of City Delivered Materials. 903
E. Testing. Contractor shall test and calibrate all scales in accordance with Applicable Law and at least 904
every twelve (12) months. Upon the City’s request, Contractor shall promptly provide the City with 905
copies of test results. Upon City direction, Contractor shall further test and calibrate any or all scales 906
within three (3) Working Days. If test results indicate that the scale or scales complied with 907
Applicable Law, the City shall reimburse Contractor the direct costs of the tests. If the test results 908
indicate that the scale or scales did not comply with Applicable Law, Contractor shall bear the costs 909
thereof and Contractor shall, at its own cost, adjust and correct all weight measurements recorded 910
and Per-Ton Rates calculated, charged, and paid, as the case may be, from the date of the City’s 911
direction, consistent with the results of that test. 912
F. Weighing Standards and Procedures. Contractor shall use the Approved Facility’s(ies’) entry 913
scale(s) located at the scale house to weigh vehicles and charge Per-Ton Rates. Contractor scale 914
house personnel shall be responsible for inspecting City Delivered Materials delivered to the 915
Approved Facility(ies). Contractor shall charge the Per-Ton Rate approved by the City for each 916
material type delivered by the Collection Contractor. The total Rate charged per load of City 917
Delivered Material shall be based on the material type and the total Tonnage of City Delivered 918
Materials in the Collection Contractor’s vehicle. Contractor shall weigh and record inbound weights 919
210
JUNE 2025 Page 24 City of Dublin Post Collection
of all Collection Contractor vehicles when the vehicles arrive at the Approved Facility(ies) and weigh 920
and record outbound weights of vehicles for which Contractor does not maintain tare weight 921
information. Contractor shall provide each driver a receipt showing the date, time in, time out, 922
Facility name and address, ticket number, operator identification, customer number, vehicle 923
identification, waste origination, total amount due, a description of weight codes where applicable, 924
material types, gross weight, tare weight, net weight, and quantity of each material type of City 925
Delivered Materials that the vehicle delivered to the Approved Facility(ies) and the Per-Ton Rate 926
charged therefore. 927
G. Records. Contractor shall maintain scale records and reports that provide information, including 928
date of receipt, inbound time, inbound weights of vehicles, vehicle identification number, 929
jurisdiction of origin of materials received, type of material, hauler identification and/or 930
classification, and all other information as required in accordance with Article 6 and Exhibit D. 931
H. Upon-Request Reporting. If vehicle receiving and unloading operations are recorded on video 932
cameras at the Approved Facility(ies), Contractor shall make those videos available for the City’s 933
review during the Approved Facility’s(ies’) operating hours, upon the City’s request, and shall 934
provide the name of the driver of any particular load, if available. The City acknowledges that 935
Contractor only maintains limited video storage capacity and that older video records are 936
overwritten when storage capacity is reached. 937
5.2.9 Safety 938
Contractor shall perform all Post-Collection Services in a safe manner, in accordance with Applicable Law 939
and the insurance requirements provided in Article 9. 940
5.2.10 Due Diligence 941
Contractor acknowledges that management of City Delivered Materials is a public health and safety 942
concern. Contractor agrees that it will exercise due diligence in performing Post-Collection Services. 943
5.2.11 Right to Enter Facility(ies) and Observe Operations 944
The City and its designated representative(s) may enter, observe, and inspect the Approved Facility(ies) 945
at any time during Approved Facility(ies) operations and meet with the Approved Facility(ies) manager(s) 946
or their representatives upon at least seventy-two (72) hours’ advance request, provided that the City and 947
its representatives comply with Contractor’s reasonable safety and security rules and do not interfere 948
with the work of Contractor or its Subcontractors. 949
Contractor acknowledges the City, other governmental agencies, or Extended Producer Responsibility 950
Programs may wish to perform generation and characterization studies periodically with respect to 951
materials covered under this Agreement. Contractor agrees that, upon direction from the City, Contractor 952
shall participate in and cooperate with the City and other such agencies to perform studies and data 953
collection exercises, as needed, to determine weights, volumes and composition of materials generated, 954
Disposed, Diverted, or otherwise Processed at the Approved Facility(ies), as applicable. If the City requires 955
Contractor to participate in such a study, Contractor and the City shall mutually agree on the scope of 956
services to be provided by Contractor and the amount of compensation, if any, that the City will pay to 957
Contractor for such participation. In accordance with Sections 3.7 and 8.4, if any such studies are required 958
under an Extended Producer Responsibility Program, Contractor’s participation in such study shall not 959
warrant an increase to Contractor’s Compensation, except as otherwise provided in Section 8.4. In any 960
211
JUNE 2025 Page 25 City of Dublin Post Collection
event, Contractor shall permit and in no way interfere with the Transport and handling of the subject 961
materials by other Persons for such purposes. 962
5.3 VEHICLE & EQUIPMENT REQUIREMENTS 963
A. General. All Post-Collection operations shall be in compliance with Applicable Laws, including those 964
related to Contractor’s operational fleet. 965
B. Maintenance and Operation. Contractor shall have available sufficient back-up vehicles and 966
equipment to respond to scheduled and unscheduled maintenance, service requests, and 967
emergencies. Contractor shall utilize Recycled motor oil to the extent practicable (only when 968
authorized by the engine manufacturer). Contractor shall not use or place the City's logo on its 969
vehicles or anywhere at the Approved Facilities. Contractor shall repair, or arrange for the repair of, 970
all of its vehicles and equipment for which repairs are needed because of an accident, breakdown, 971
or any other cause so as to maintain all vehicles and equipment in a safe and operable condition. 972
5.4 PERSONNEL 973
A. General. Contractor shall engage, train, and maintain qualified and competent employees, including 974
managerial, supervisory, clerical, maintenance, and operating personnel, in numbers necessary and 975
sufficient for operation of Approved Facility(ies) and to perform the Post-Collection Services 976
required by this Agreement in a safe and efficient manner. Contractor shall designate at least one 977
(1) qualified Contractor employee as the City’s primary point of contact, who shall be principally 978
responsible for facility operations and resolution of service requests and Complaints. 979
Contractor shall use its best efforts to assure that all employees present a neat appearance and 980
conduct themselves in a courteous manner. Contractor shall not permit its employees to accept, 981
demand, or solicit, directly or indirectly, any additional compensation or gratuity from the Collection 982
Contractor or members of the public. 983
B. Driver and Equipment Operator Qualifications. All drivers must have in effect a valid driver’s 984
license, of the appropriate class, issued by the California Department of Motor Vehicles. Contractor 985
shall use the Class II California Department of Motor Vehicles employer “Pull Notice Program” to 986
monitor its drivers for safety. All equipment operators shall be appropriately licensed and/or 987
credentialed, as required by law or Contractor’s policies, for the type and size of equipment they 988
will operate at all times. 989
C. Safety Training. Contractor shall provide suitable operational and safety training for all of its 990
employees who operate vehicles or equipment. Contractor shall train its employees involved in load 991
inspections to identify, and not to Accept, Exempt Waste. Upon the City Representative’s request, 992
Contractor shall provide a copy of its safety policy and safety training program, the name of its 993
safety officer, and the frequency of its trainings. 994
D. Key Personnel. Contractor shall make every reasonable effort to maintain the stability and 995
continuity of Contractor’s staff assigned to perform the services required under this Agreement. 996
Contractor shall notify the City of any changes in Contractor’s key staff to be assigned to perform 997
the services required under this Agreement. 998
212
JUNE 2025 Page 26 City of Dublin Post Collection
Notwithstanding the City’s approval of Contractor’s personnel, Contractor shall not be relieved from 999
any liability resulting from the work to be performed under this Agreement, nor shall Contractor be 1000
relieved from its obligation to ensure that its personnel maintain all requisite certifications, licenses, 1001
and the like, and Contractor shall at all times ensure that its personnel fully comply with Applicable 1002
Law. 1003
E. Wages and Benefits. Wages and benefits applicable to employees performing work under the 1004
Agreement at the Approved Commercial Food Scraps Processing Facility (Davis Street) and Alternate 1005
Commercial Food Scraps Processing Facility shall not be less than those stated in the City of San 1006
Leandro’s Municipal Code Chapter 1-6, Living Wage. Contractor shall maintain compliance with the 1007
City of San Leandro’s Living Wage Ordinance, unless otherwise rescinded or repealed, throughout 1008
the Term of the Agreement. 1009
5.5 CONTRACT MANAGEMENT 1010
The City has designated the City Representative to be responsible for the monitoring and administration 1011
of this Agreement. Contractor shall designate an employee to serve as Contractor’s Contract Manager(s) 1012
to be responsible for working closely with the City Contractor Manager in the monitoring and 1013
administration of this Agreement. Contractor shall provide the City with a direct phone and email address 1014
for Contractor’s Contract Manager and such Contract Manager, or a temporary designee during vacations, 1015
shall be available to the City Representative during all business hours as defined in Subsection 5.2.4. 1016
Contractor’s Contract Manager shall meet and confer with the City Representative to resolve differences 1017
of interpretation and implement and execute the requirements of this Agreement in an efficient, effective 1018
manner that is consistent with the stated objectives of this Agreement. 1019
From time to time, the City Representative may designate other agents of the City to work with Contractor 1020
on specific matters. In such cases, those individuals should be considered designates of the City 1021
Representative for those matters to which they have been engaged. Such designates shall be afforded all 1022
of the rights and access granted thereto. In the event of a dispute between the City Representative’s 1023
designate and Contractor, the City Representative’s determination shall be conclusive, subject to the 1024
provisions of this Section and Contractor’s rights and remedies under this Agreement and Applicable Law. 1025
In the event of dispute between the City Representative and Contractor regarding the interpretation of 1026
or the performance of services under this Agreement, the City Representative’s determination shall be 1027
conclusive, except where such determination results in a Material Impact to Contractor’s revenue and/or 1028
cost of operations. For the purposes of this Section, “Material Impact” is an amount equal to or greater 1029
than fifty thousand dollars ($50,000) per year. In the event of a dispute between the City Representative 1030
and Contractor that results in a Material Impact to Contractor, the provisions of Section 10.9 shall apply. 1031
The City Representative or their designate shall have the right to observe and review Contractor 1032
operations and enter the Approved Facilities for the purposes of such observation and review, including 1033
review of Contractor’s relevant records, during reasonable hours with reasonable notice. In no event shall 1034
Contractor prevent access to such Approved Facilities for a period of more than three (3) calendar days 1035
after receiving such a request. 1036
Contractor shall maintain an after-hours telephone number allowing twenty-four (24) hour per day access 1037
to Contractor’s Contract Manager or designate by the City Representative in the event of an emergency 1038
213
JUNE 2025 Page 27 City of Dublin Post Collection
involving Contractor’s equipment or services including, but not necessarily limited to, fires, blocked 1039
access, or property damage. 1040
ARTICLE 6. 1041
RECORDKEEPING AND REPORTING 1042
6.1 RECORDKEEPING 1043
Contractor shall maintain accounting, statistical, operational, and other records related to its 1044
performance, as shall be necessary to provide reporting under this Agreement and Applicable Law and to 1045
demonstrate compliance with this Agreement. Unless otherwise required in this Article, Contractor shall 1046
retain all records and data required to be maintained by this Agreement for the Term of this Agreement 1047
plus three (3) years after its expiration or earlier termination. Records and data shall be in chronological 1048
order, an organized form, and readily and easily interpreted. Any such records shall be retrieved and made 1049
available to the City Representative within ten (10) Working Days of a request by the City Representative. 1050
Contractor shall maintain adequate record security to preserve records from events that can be 1051
reasonably anticipated, such as a fire, theft, and earthquake. Electronically maintained data and records 1052
shall be protected and backed up. To the extent that Contractor utilizes its computer systems to comply 1053
with recordkeeping and reporting requirements under this Agreement, Contractor shall, on a monthly 1054
basis, save all system-generated reports supporting those recordkeeping and reporting requirements in a 1055
static format in order to provide an audit trail for all data required. The City shall have the right to inspect 1056
all documents upon which the representations contained in monthly and annual reports are based. 1057
The City views its ability to defend itself against the Comprehensive Environmental Response, 1058
Compensation and Liability Act (CERCLA) and related litigation as a matter of great importance. For this 1059
reason, the City highly regards its ability to prove where City Delivered Materials are taken for Transfer, 1060
Processing, or Disposal. Therefore, Contractor shall maintain records that can establish where City 1061
Delivered Materials were Transferred, Processed, or Disposed. Additionally, the City finds it essential to 1062
accurately determine the origin of materials received at Approved Facilities to ensure the appropriate 1063
attribution and allocation of City Delivered Materials to the City and track the final placement of Diverted 1064
Commodities at Responsible End Markets. Contractor shall maintain all necessary records and supporting 1065
documentation to accurately allocate the Tons of City Delivered Materials Diverted or Disposed and prove 1066
City Delivered Materials are Recycled or Composted at Responsible End Markets. Contractor shall make 1067
such records related to the Person delivering the material, the origin of the material reported by that 1068
Person, and any other information required to reconcile Contractor’s reports available to the City 1069
Representative, without any requirement for a confidentiality agreement or claim of proprietary/trade 1070
secret protection. This provision shall survive the expiration or earlier termination of this Agreement. 1071
Contractor shall maintain these records for a minimum of ten (10) years beyond expiration or earlier 1072
termination of the Agreement. Contractor shall provide these records to the City (upon request or at the 1073
end of the record retention period) in an organized and indexed manner rather than destroying or 1074
Disposing of them. 1075
6.2 REPORT SUBMITTAL REQUIREMENTS 1076
Contractor shall submit monthly reports no later than fifteen (15) calendar days after the end of each 1077
month. Contractor shall submit annual reports no later than forty-five (45) calendar days after the end of 1078
each calendar year. Monthly and annual reports shall, at a minimum, include all data and information as 1079
214
JUNE 2025 Page 28 City of Dublin Post Collection
described in Exhibit D. Additionally, upon request by the City, Contractor shall provide any data, described 1080
in Exhibit D, required to respond to requests by local, regional, or State agencies within five (5) Business 1081
Days, unless such request for current data is made within the period from the first (1st) Day to the tenth 1082
(10th) Day of any month, in which case Contractor shall provide the requested data within seven (7) 1083
Business Days. 1084
Contractor may propose report formats that are responsive to the objectives and audiences for each 1085
report. The format of each report shall be approved by the City Representative, in their sole discretion. 1086
The City Representative may, from time to time during the Term, review and request changes to 1087
Contractor’s report formats and content and Contractor shall not unreasonably deny such requests. 1088
Contractor shall submit all reports to the City Representative via email using software acceptable to the 1089
City. 1090
The City reserves the right to require Contractor to provide additional reports or documents, or provide 1091
earlier submittal of scheduled reports (e.g., to meet State reporting timelines for SB 1383), as the City 1092
Representative reasonably determines to be required for the administration of this Agreement or 1093
compliance with Applicable Law. 1094
6.3 LATE AND INCORRECT REPORTS 1095
If Contractor does not submit the required report on the due date, Contractor shall pay to the City 1096
Liquidated Damages in accordance with this Section and Exhibit F. The City may adjust the Liquidated 1097
Damage amount annually thereafter by the Annual Percentage Change of the CPI-U, as described in 1098
Section 8.3. If the City provides notice to Contractor of a late Annual or Monthly Report thirty (30) calendar 1099
days after the report due date, Contractor shall submit the report to the City within fourteen (14) calendar 1100
days of the notice date. If the report is received on or before the fourteenth (14th) calendar day, 1101
Liquidated Damages shall be limited to the amount due for the initial thirty (30) calendar days. If the 1102
report is not received within the fourteen- (14-) calendar day period, the City may assess additional 1103
Liquidated Damages for each calendar day the report is late after the fourteen- (14-) calendar day period 1104
following the notice. In such case, the number of days for which Liquidated Damages may be assessed 1105
shall equal the sum of the initial thirty (30) calendar days the report is late and the additional days the 1106
report is late following the fourteen- (14-) calendar day period after the City’s Notice. Liquidated Damages 1107
shall be assessed in accordance with Section 10.6. 1108
If the City identifies an error in a report or omission of required information, Contractor shall be given five 1109
(5) Working Days to correct the report from the date of the City’s initial notice. If Contractor fails to correct 1110
the report on or before the fifth (5th) Working Day, the City may assess Liquidated Damages per Working 1111
Day for each day beyond the cure period, until such time Contractor submits a corrected report, as 1112
determined by the City. Assessment and payment of the Liquidated Damages described in this paragraph 1113
shall be performed in accordance with Section 10.6 and Exhibit F. 1114
If Contractor identifies an error in a report it submitted to the City, Contractor shall notify the City of the 1115
error and submit a corrected report within fifteen (15) calendar days of the notice to the City. The City 1116
agrees to waive Liquidated Damages in the event Contractor self-identifies an error and submits the 1117
corrected report within fifteen (15) calendar days of Contractor’s notice to the City. If Contractor is late in 1118
submitting the corrected report, the City may assess Liquidated Damages for the late report as outlined 1119
herein. 1120
215
JUNE 2025 Page 29 City of Dublin Post Collection
ARTICLE 7. 1121
CITY REIMBURSEMENTS 1122
7.1 CITY RIGHT TO ESTABLISH FEES 1123
The City retains the right to establish fees on Processing and/or Disposal activities and adjust such fees 1124
during the Term of this Agreement. Such fees shall be established and adjusted as part of the 1125
Governmental Component of the then-applicable Per-Ton Rate as provided in Article 8. 1126
7.2 OTHER REIMBURSEMENTS 1127
The City shall reserve the right to set "other" reimbursements, as it deems necessary. The amount, time, 1128
method of payment, and adjustment process shall be set in a manner similar to that for other 1129
reimbursements described in this Article. 1130
7.3 ADJUSTMENT TO REIMBURSEMENTS 1131
The City may set other reimbursements or adjust the reimbursements established in this Article from time 1132
to time during the Term of this Agreement and such other reimbursements and adjustments shall be 1133
considered an allowable cost of business not subject to profit mark-up and included in the adjustment of 1134
Rates, as described in Article 8. 1135
7.4 PAYMENT SCHEDULE AND LATE FEES 1136
Within twenty-five (25) calendar days of the end of each calendar quarter during the Term of this 1137
Agreement, Contractor shall remit to the City all reimbursements as described in this Article. Such 1138
reimbursements shall be remitted to the City and sent or delivered to the City Representative. If such 1139
remittance is not paid to the City on or before the twenty-fifth (25th) calendar day following the end of a 1140
calendar quarter, all reimbursements due shall be subject to a delinquency penalty of two percent (2%), 1141
or maximum permitted by law, which attaches on the first (1st) day of delinquency. The delinquency 1142
penalty shall be increased an additional two percent (2%), or maximum permitted by law, for each 1143
additional month the payment remains delinquent. 1144
Each quarterly remittance to the City shall be accompanied by a statement listing the amount of each 1145
reimbursement paid and the calculation of each reimbursement. The City Representative may, at any time 1146
during the Term, request a detailed calculation of Gross Receipts for each billing period. Contractor shall 1147
maintain all supporting documents and calculations for each payment made to the City, as required by 1148
Section 6.1. 1149
The City Representative may, at any time during the Term, perform an audit of Contractor’s billings and 1150
payment of reimbursements. Contractor shall cooperate with the City Representative in any such audit. 1151
Should the City or its agent perform this review and identify errors in payment of reimbursements valued 1152
at one percent (1%) or more for the period reviewed, Contractor shall, in addition to compensating the 1153
City for lost reimbursements, reimburse the City’s actual cost of the review. 1154
216
JUNE 2025 Page 30 City of Dublin Post Collection
ARTICLE 8. 1155
CONTRACTOR’S COMPENSATION AND RATE 1156
SETTING 1157
8.1 GENERAL 1158
Contractor’s Compensation for performance of all its obligations under this Agreement shall be Per-Ton 1159
Rates, paid to Contractor by the Collection Contractor in exchange for services provided. Contractor’s 1160
Compensation, provided for in this Article, shall be the full, entire, and complete compensation due to 1161
Contractor pursuant to this Agreement for all labor, equipment, materials and supplies, Transfer, 1162
Processing, and Disposal fees, City Reimbursements, taxes, insurance, bonds, overhead, operations, 1163
profit, and all other things necessary to perform all the services required by this Agreement, in the manner 1164
and at the times prescribed and in accordance with Applicable Law. Nothing herein shall obligate the City 1165
to provide any compensation directly to Contractor. Contractor agrees its initial Rates (Exhibit E) are in 1166
compliance with Applicable Law and associated implementing regulations, including, but not limited to, 1167
AB 1201, SB 54, and SB 343, as they may be further promulgated, amended, or replaced from time to 1168
time. Any future adjustments to Contractor’s Compensation due to a Change in Law shall be made in 1169
accordance with Subsection 8.4.E. 1170
If Contractor’s actual costs, including fees due to the City, are more than the Per-Ton Rates, Contractor 1171
shall not be compensated for the difference in actual costs and actual Per-Ton Rates. If Contractor’s actual 1172
costs are less than the actual Per-Ton Rates, Contractor shall retain the difference provided that 1173
Contractor has paid City Reimbursements pursuant to Article 7. 1174
Under this Agreement, Contractor shall have the right and obligation to charge and collect from the 1175
Collection Contractor Per-Ton Rates approved by the City for provision of services under this Agreement. 1176
Contractor’s proposed costs and operating assumptions for Rate Period One are presented in Exhibit E. 1177
8.2 REMITTANCES TO CONTRACTOR 1178
Each month, within five (5) Business Days after the last day of the preceding month, Contractor shall 1179
provide an invoice to the Collection Contractor detailing the total Tons delivered to the Approved Facilities 1180
from the City Service Area by the Collection Contractor, and the resulting monies owed to Contractor, 1181
based on the material type and the then-current Per-Ton Rates. Contractor shall be responsible for 1182
collecting payment for Post-Collection Services directly from the Collection Contractor. Contractor shall 1183
cooperate with the Collection Contractor as needed to calculate and/or reconcile remittance amounts. 1184
In the event that there is a dispute by the Collection Contractor over the amount of an invoice, Contractor 1185
shall work diligently with the Collection Contractor to expeditiously resolve the dispute in accordance with 1186
Section 10.11. In the event the dispute between Contractor and the Collection Contractor is escalated to 1187
the City pursuant to Section 10.11, the City Representative, in their sole discretion, may make a 1188
determination and such determination shall be final for any dispute involving payment of one hundred 1189
thousand dollars ($100,000) or less. 1190
Contractor shall deliver to the Collection Contractor, with a copy to the City, a notice of late payment for 1191
a given monthly invoice thirty-five (35) calendar days after the date of generation of the invoice. 1192
Contractor’s invoices shall be deemed delinquent if the Collection Contractor has not paid within sixty 1193
(60) calendar days of the date of the notice of late payment. Thereafter, Contractor may suspend 1194
217
JUNE 2025 Page 31 City of Dublin Post Collection
Acceptance of City Delivered Materials from the Collection Contractor until the delinquent invoice(s) are 1195
paid in full, excluding disputed amounts. The delinquent invoice shall bear interest on the unpaid balance 1196
at a rate not to exceed one and one-third percent (1 1/3%) per month. Contractor shall maintain copies 1197
of all billings and receipts, each in chronological order, for the Term of this Agreement, for inspection and 1198
verification by the City Representative at any reasonable time, but in no case more than thirty (30) 1199
calendar days after receiving a request to do so. 1200
8.3 PER-TON RATES 1201
A. General. The City shall be responsible for approving Per-Ton Rates as described in this Article. Each 1202
Per-Ton Rate shall have two (2) components: 1203
1. Contractor component (“Contractor Component”), which reflects Contractor’s Compensation 1204
for the services provided under this Agreement; and 1205
2. The governmental component (“Governmental Component”) which reflects Government Fees 1206
assessed for materials handled at the Approved Facilities or Alternate Facilities. 1207
The sum of the “Contractor Component” and the “Governmental Component” shall equal the total 1208
Per-Ton Rate. 1209
B. Rates for Rate Period One. Per-Ton Rates for Rate Period One, which are presented in Exhibit E, 1210
were determined by Contractor and the City and were approved along with the Agreement. The 1211
Rates for Rate Period One shall be effective from July 1, 2025 through June 30, 2026. 1212
C. Definitions. For the purposes of this Section, the following terms shall be defined as follows: 1213
1. “Adjustment Date” means the date at which an annual adjustment takes effect. 1214
2. “Annual Percentage Change” means the annual percentage change in any of the indices 1215
defined below and calculated as described in the following paragraph. 1216
The Annual Percentage Change for a cost index shall be calculated as the Average Index Value 1217
for the most recently available twelve (12) month period of the then-current Rate Period 1218
minus the Average Index Value for the corresponding twelve (12) month period of the most 1219
recently completed Rate Period, the result of which shall be divided by the Average Index 1220
Value for the same twelve (12) month period of the most recently completed Rate Period. The 1221
Annual Percentage Change shall be rounded to the nearest thousandth (1,000th). 1222
For example, if Contractor is preparing its Rate application in January of 2026 for Rates to be 1223
effective for Rate Period Two, the Annual Percentage Change in CPI shall be calculated as 1224
follows: [(Average CPI for January 2025 through December 2025) – (Average CPI for January 1225
2024 through December 2024)] / (Average CPI for January 2024 through December 2024)]. 1226
3. “Average Index Value” means the sum of the monthly index values during the most recently 1227
available twelve (12) month period divided by twelve (12) (in the case of indices published 1228
monthly) or the sum of the bi-monthly index values divided by six (6) (in the case of indices 1229
published bi-monthly). 1230
218
JUNE 2025 Page 32 City of Dublin Post Collection
4. “CPI-U” means the Consumer Price Index, All items in San Francisco-Oakland-Hayward, CA, all 1231
urban consumers, not seasonally adjusted (Series ID #CUURS49BSA0) compiled and published 1232
by the U.S. Department of Labor, Bureau of Labor Statistics. 1233
D. Per-Ton Rate Application. On February 1, prior to the commencement of the Rate Period for which 1234
Per-Ton Rates are to be determined (coming Rate Period), Contractor shall submit to the City 1235
Representative an application requesting the adjustment of Per-Ton Rates for the coming Rate 1236
Period via mail with an email copy in Microsoft Excel format that includes all supporting schedules, 1237
formulas, and calculations. For example, on February 1, 2026, Contractor shall submit its application 1238
for the adjustment of Per-Ton Rates to be effective July 1, 2026, (i.e., Rate Period Two). 1239
Such Application shall include the Rate adjustment calculation in accordance with this Section and 1240
a copy of the Per-Ton Rate schedule currently in effect. 1241
The City shall evaluate Contractor’s application for mathematical accuracy and consistency with the 1242
requirements of the Agreement and shall have the ability to require changes to the application prior 1243
to approval on the basis of the application’s mathematical inaccuracy or failure to comply with the 1244
procedures defined in the Agreement. Upon the City’s agreement that the calculations are 1245
consistent with the requirements of this Agreement and are mathematically accurate, the Per-Ton 1246
Rate adjustment (if any) shall be presented to the City Representative and subject to the City 1247
Representative’s final approval, which shall not be unreasonably withheld or delayed. 1248
E. Changes to Government Fees. In the event of changes to or new Government Fees that are effective 1249
at a time that does not coincide with the annual Rate adjustment, Contractor may notify the City of 1250
the expected increase to any of the Government Fees relating to the Approved Facilities. Contractor 1251
may request such an adjustment if such Government Fees were not in effect on the Effective Date, 1252
or, if in effect on the Effective Date, are increased. Contractor shall notify the City in writing thirty 1253
(30) calendar days after receiving notice of any increase in the Governmental Component due to 1254
any such changes in or imposition of Government Fees. The City may review Contractor’s calculation 1255
of the adjusted Governmental Component and resulting adjustment of the Per-Ton Rate for a period 1256
of up to thirty (30) calendar days. During this period, the City may request, and Contractor shall 1257
provide, supporting documentation which justifies the increase. Should the Parties be in dispute 1258
over the adjusted fees at the end of the thirty- (30-) calendar day period, no adjustment shall be 1259
made and the dispute shall be subject to Section 10.9 of this Agreement. Upon resolution of the 1260
dispute, and assuming both Parties agree on the adjustment of the Government Fee and the 1261
resulting adjustment of the Per-Ton Rate, Contractor shall be entitled to the adjusted Per-Ton Rate 1262
payments retroactively to the effective date of the imposed Government Fee. 1263
8.3.1 Organic Materials Processing Rates 1264
A. Initial Rates. The initial Commingled Organic Materials Processing Rate effective on the 1265
Commencement Date, which is presented in Exhibit E, shall be $80.00 per Ton of Commingled 1266
Organic Materials delivered to the Approved Commingled Organic Materials Processing Facility. The 1267
initial Contractor Component of the Commingled Organic Materials Processing Rate is $80.00 per 1268
Ton. The initial Governmental Component of the Commingled Organic Materials Processing Rate is 1269
$0.00 per Ton. 1270
The initial Commercial Food Scraps Processing Rate effective on the Commencement Date, which is 1271
presented in Exhibit E, shall be $120.00 per Ton of Commercial Food Scraps delivered to the 1272
219
JUNE 2025 Page 33 City of Dublin Post Collection
Approved Commercial Food Scraps Processing Facility (i.e., Commercial Food Scraps delivered to 1273
Altamont). The initial Contractor Component of the Commercial Food Scraps Processing Rate is 1274
$120.00 per Ton. The initial Governmental Component of the Commercial Food Scraps Processing 1275
Rate is $0.00 per Ton. 1276
The initial Commercial Food Scraps Processing Rate effective on the Commencement Date, which is 1277
presented in Exhibit E, shall be $160.00 per Ton of Commercial Food Scraps delivered to the 1278
Approved Commercial Food Scraps Processing Facility (i.e., Commercial Food Scraps delivered to 1279
Davis Street) pursuant to Subsection 5.2.4. The initial Contractor Component of the Food Scraps 1280
Processing Rate is $157.88 per Ton. The initial Governmental Component of the Commercial Food 1281
Scraps Processing Rate is $2.12 per Ton. 1282
Fee Title Fee Amount Fee Basis Governing Body
LEA Inspection $0.38 Ton Alameda County
Mitigation/Franchise
Fee
$1.74 Ton City of San Leandro
Total $2.12
1283
B. Adjustments. The Per-Ton Rate for each type of Organic Materials (Commingled Organic Materials 1284
and Commercial Food Scraps) for all Rate Periods following Rate Period One shall be adjusted 1285
annually, commencing with the first adjustment that shall be effective on July 1, 2026. The Per-Ton 1286
Rate adjustment shall be performed in accordance with this Section: 1287
P = ((A-C) x (1+B)) + D 1288
A = The Organic Materials Processing Rate in effect immediately prior to the Adjustment 1289
Date. 1290
B = The Annual Percentage Change in the CPI-U. 1291
C = The Governmental Component in effect immediately following the prior Adjustment 1292
Date. 1293
D = The Governmental Component in effect immediately following the Adjustment Date. 1294
P = The adjusted Organic Materials Processing Rate for the new Rate Period. 1295
8.3.2 Solid Waste Disposal Rates 1296
A. Initial Rates. The initial Disposal Rate effective on the Commencement Date, which is presented in 1297
Exhibit E, shall be $49.12 per Ton of Solid Waste delivered to the Approved Disposal Facility. The 1298
initial Contractor Component of the Disposal Rate is $29.00 per Ton. The initial Governmental 1299
Component of the Disposal Rate is $20.12 per Ton. 1300
Governmental fees for Disposal for Rate Period One are applicable to each Ton of Solid Waste 1301
delivered for Disposal and are as follows: 1302
220
JUNE 2025 Page 34 City of Dublin Post Collection
Fee Title Fee Amount Fee Basis Governing Body
AB 939 $1.40 Ton State of CA
Water Board Fee $0.05 Ton State of CA
LEA Inspection $0.38 Ton Alameda County
Facility Fee $4.34 Ton Alameda County
HHW $2.15 Ton Alameda County
Transport Planning $0.02 Tons Alameda County
Planning Fee $0.14 Tons Alameda County
Measure D $8.23 Ton Alameda County
Open Space and Recy.
(CUP)
$2.46 Ton Alameda County
Business Tax $0.95 Ton City of Livermore
Total $20.12
1303
B. Adjustments. The Per-Ton Rate for Solid Waste delivered to the Approved Disposal Facility for all 1304
Rate Periods following Rate Period One shall be adjusted annually, commencing with the first 1305
adjustment that shall be effective on July 1, 2026, and, except as otherwise provided herein, the 1306
annual adjustment shall have a ceiling of six percent (6%) and a floor of one percent (1%), with 1307
rollover and rollunder permitted if the annual adjustment exceeds the six percent (6%) or falls below 1308
the one percent (1%). Beginning in Rate Period Two, the City and Contractor have agreed Contractor 1309
will be entitled to an additional ten percent (10%) aggregate “catch-up” adjustment that shall be up 1310
to three and one half percent (3.5%) on top of the annual adjustment calculation, provided that the 1311
annual adjustment plus the “catch-up” adjustment shall not exceed seven percent (7%) in any single 1312
Rate Period, and the remaining “catch-up” shall roll over to the next Rate Period until the ten 1313
percent (10%) “catch up” has been reached. 1314
The Per-Ton Rate adjustment shall be performed in accordance with this Section: 1315
P = ((A-C) x (1+B)) + D 1316
A = The Disposal Rate in effect immediately prior to the Adjustment Date. 1317
B = The Annual Percentage Change in the CPI-U. 1318
C = The Governmental Component in effect immediately following the prior Adjustment 1319
Date. 1320
D = The Governmental Component in effect immediately following the Adjustment Date. 1321
P = The adjusted Disposal Rate for the new Rate Period. 1322
8.4 EXTRAORDINARY RATE ADJUSTMENTS 1323
A. General. It is understood that Contractor accepts the risk of changes in cost for providing Post-1324
Collection services and/or quantities and composition of City Delivered Materials to the Approved 1325
Facilities, and therefore the extraordinary adjustments to the Per-Ton Rates shall be limited to a 1326
Change in Law or a City-directed change in scope. If a Change in Law (pursuant to Subsection 8.4.E) 1327
or City-directed change in scope (pursuant to Section 3.5) occurs, the City or Contractor may initiate 1328
an extraordinary adjustment to the Per-Ton Rates, in addition to the annual adjustment described 1329
221
JUNE 2025 Page 35 City of Dublin Post Collection
in Section 8.3, to compensate Contractor for any demonstrable change in direct costs or revenue 1330
resulting from such Change in Law or a City-directed change in scope. 1331
B. Extraordinary Rate Adjustment Application. Contractor shall prepare an application for the 1332
extraordinary Rate adjustment. Such submittal shall provide all information reasonably requested 1333
by the City Representative specific to the nature of the request being made. Contractor shall pay all 1334
reasonable costs incurred by the City, including the costs of outside accountants, attorneys, and/or 1335
consultants, in order to make a determination of the reasonableness of the requested Rate 1336
adjustment. The application shall clearly document the reason for the proposed adjustment, include 1337
calculation of the proposed Rate adjustments, and provide supporting documentation. 1338
In the event of such an application for extraordinary Rate increase, it is understood that Contractor 1339
shall have the burden of demonstrating, to the reasonable satisfaction of the City Representative, 1340
that a City-directed change in scope or a Change in Law has occurred and that it has resulted in a 1341
change to Contractor’s direct costs or revenues. Contractor shall have to demonstrate such resulting 1342
change in direct costs or revenue by providing calculations and supporting documentation to the 1343
City Representative for review. The extraordinary Rate adjustment shall fully reimburse Contractor 1344
for: (i) incremental increased costs (based on a 80% operating ratio formula specific to this identified 1345
cost) from the change in scope or Change in Law over the Term of the Agreement; and, (ii) reduced 1346
revenues (based on 80% operating ratio formula specific to this identified loss in revenue) from the 1347
change in scope or Change in Law over the Term of the Agreement. Any extraordinary Rate 1348
adjustment shall be reduced by amounts of reimbursement Contractor received from other sources 1349
specifically for such change in scope or Change in Law. For purposes of clarity, the operating ratio 1350
formula/mechanism referenced above solely pertain to the directly impacted costs and revenue 1351
loss at issue, and not on the overall financial performance of the Agreement. 1352
The City Representative shall have the right to request any other information that they, in their 1353
reasonable judgment, determine is necessary to establish the reasonableness or accuracy of 1354
Contractor’s request for an extraordinary Rate increase. Contractor’s failure to provide any such 1355
documentation that may be required to prove the accuracy of their calculations within thirty (30) 1356
calendar days may result in either the denial of or a delay in the approval of the request for an 1357
extraordinary Rate increase. 1358
The City shall have a ninety (90) Business Day review period following receipt of Contractor’s 1359
application for the requested extraordinary Rate adjustment. During this period, the City may 1360
request, and Contractor shall provide, supporting documentation that justifies the increase. Should 1361
the Parties be in dispute over the adjusted Rate at the end of the ninety (90) Business Day period, 1362
no adjustment shall be made and the dispute shall be subject to Section 10.9 of this Agreement. 1363
Upon resolution of the dispute, and assuming both Parties agree on the adjustment of the Rate, 1364
Contractor shall be entitled to the adjusted Rate retroactively to the effective date of the increased 1365
Allowable Costs. 1366
C. Allowable Costs. If the extraordinary Rate adjustment review warrants an increase in the applicable 1367
Rate(s), and such adjustment is sought due to increased costs, the adjustment shall cover only 1368
Allowable Costs (defined below) and such Allowable Costs shall be in the proportion of the total 1369
volume that Contractor reasonably projects that the City will deliver to the Approved Facility for the 1370
Term of this Agreement, compared with all other users of the Approved Facility. 1371
222
JUNE 2025 Page 36 City of Dublin Post Collection
“Allowable Costs” shall include: incremental operating, maintenance, monitoring, reporting, and 1372
capital costs, including, but not limited to, the costs of making improvements (including, but not 1373
limited to, future Landfill cells) or modifications at the Approved Facility necessary to perform under 1374
this Agreement, but only to the extent brought about by a Change in Law, pursuant to Subsection 1375
8.4.E, or a City-directed change in scope, pursuant to Section 3.5 , that are not otherwise fully 1376
recovered by Contractor under another Rate adjustment mechanism of this Agreement. Contractor 1377
shall notify the City in writing sixty (60) calendar days in advance of any request for increase in the 1378
Per-Ton Rate pursuant to this Section. 1379
D. Change in Scope. As part of Contractor’s written proposal under Subsection 3.5.B of this Agreement, 1380
Contractor shall furnish the City with projected operational and cost data for the change in scope 1381
to support any requested extraordinary Rate adjustment. If Contractor receives funding for 1382
Contractor’s implementation of its obligations under the requested change in scope from a third-1383
party entity, including, but not limited to, a Stewardship Organization, Contractor shall not be 1384
entitled to an extraordinary Rate adjustment under this Section. If such third-party entity does not 1385
fully cover the cost and reduced revenue for Contractor’s implementation of its obligations under 1386
the requested change in scope, then Contractor may petition for an extraordinary Rate adjustment 1387
pursuant to this Section for any unrecovered costs and reduced revenue. 1388
Contractor specifically acknowledges that SB 54 is intended to provide cost relief and/or new 1389
revenue to local governments and their ratepayers, but the specific nature and mechanics of such 1390
compensation remains to be defined in final regulations. The City may initiate a change in scope 1391
pursuant to this Section and Section 3.5 in order to maximize the value of such ratepayer relief, 1392
once it is defined in final regulations. Contractor shall cooperate with the City in implementing the 1393
compensation mechanics and procedures specified under the final regulations. Such cooperation 1394
may include, but is not limited to, providing additional data, calculations, or records, meeting with 1395
the City and/or the applicable Stewardship Organization(s), and supporting administrative activities 1396
that the City Representative deems reasonably necessary to implement the regulations. 1397
E. Change in Law. The provisions of this Section shall only include Changes in Law after the Effective 1398
Date for which Contractor substantiates the cost and/or revenue impact of the Change in Law in 1399
accordance with the requirements of this Section. 1400
The Parties acknowledge that, as of the date of this Agreement, the State has passed SB 54, where 1401
further regulatory requirements may be established. Contractor’s compliance with such regulations 1402
shall not warrant any increase to Contractor’s Compensation, except as otherwise provided under 1403
Subsections 1.2.N and 8.4.D and Section 3.7. Contractor agrees to minimize the impact of the costs 1404
related to such rules and regulations prior to the final rules and regulations being promulgated to 1405
ensure the greatest flexibility for compliance. 1406
223
JUNE 2025 Page 37 City of Dublin Post Collection
ARTICLE 9. 1407
INDEMNITY, INSURANCE, AND PERFORMANCE 1408
BOND 1409
9.1 INDEMNIFICATION 1410
A. General. Contractor shall indemnify, defend with counsel reasonably acceptable to the City, and 1411
hold harmless (to the full extent permitted by law) the City and its officers, elected and appointed 1412
officials, employees, volunteers, and agents from and against any and all claims, liability, loss, 1413
injuries, damages, expenses, and costs (including, without limitation, costs and fees of litigation, 1414
including reasonable attorneys’ and expert witness fees and costs) of every nature arising out of or 1415
in connection with Contractor’s performance under this Agreement, or its failure to comply with 1416
any of its obligations contained in this Agreement, except to the extent such loss or damage was 1417
caused by the negligence or willful misconduct of the City. The provisions of this Section shall survive 1418
the expiration or termination of this Agreement and shall not be construed as a waiver of the City’s 1419
legal or equitable rights as defined herein and permitted under Applicable Law. 1420
B. Exempt Waste Indemnification. Contractor acknowledges that it is responsible for compliance 1421
during the entire Term of this Agreement with all Applicable Laws. Contractor shall not store, 1422
Transport, use, or Dispose of any Exempt Waste, except in strict compliance with all Applicable 1423
Laws. 1424
Contractor shall indemnify, defend with counsel acceptable to the City, protect, and hold harmless 1425
the City and its officers, employees, volunteers, and agents (collectively, “Indemnitees”) from and 1426
against all claims, damages (including, but not limited to, special, consequential, natural resources, 1427
and punitive damages), injuries, costs, (including, without limitation, any and all response, 1428
remediation, and removal costs), losses, demands, debts, liens, liabilities, causes of action, suits, 1429
legal or administrative proceedings, interest, fines, charges, penalties, and expenses (including, 1430
without limitation, attorneys’ and expert witness fees and costs incurred in connection with 1431
defending against any of the foregoing or in enforcing this indemnity) (collectively, “Damages”), of 1432
any kind whatsoever paid, incurred, suffered by, or asserted against, Indemnitees arising from or 1433
attributable to the acts or omissions of Contractor, whether or not negligent or otherwise culpable, 1434
in connection with or related to the performance of this Agreement, including, without limitation, 1435
damages arising from or attributable to any operations, repair, clean up or detoxification, or other 1436
plan (regardless of whether undertaken due to governmental action) concerning any Exempt Waste 1437
handled under this Agreement, except to the extent such Damage was caused by the negligence or 1438
willful misconduct of the City. The foregoing indemnity is intended to operate as an agreement 1439
pursuant to §107(e) of CERCLA, 42 USC. §9607(e) and California Health and Safety Code §25364 to 1440
defend, protect, hold harmless, and indemnify the City from liability. 1441
This provision is in addition to all other provisions in this Agreement and shall survive the expiration 1442
or earlier termination of this Agreement. Nothing in this paragraph shall prevent the City from 1443
seeking indemnification or contribution from Persons or entities other than Indemnitees, for any 1444
liabilities incurred by the City or the Indemnitees. 1445
In the event that Contractor negligently or willfully mishandles Exempt Waste in the course of 1446
carrying out its activities under this Agreement, Contractor shall, at its sole expense, promptly take 1447
all investigatory and/or remedial action reasonably required for the remediation of such 1448
224
JUNE 2025 Page 38 City of Dublin Post Collection
environmental contamination. Prior to undertaking any investigatory or remedial action, however, 1449
Contractor shall first obtain the City’s approval of any proposed investigatory or remedial action. 1450
Should Contractor fail at any time to promptly take such action, the City may undertake such action 1451
at Contractor’s sole cost and expense, and Contractor shall reimburse the City for all such expenses 1452
within thirty (30) calendar days of being billed for those expenses. Any amount not paid within that 1453
thirty (30) calendar day period shall thereafter be deemed delinquent and subject to the delinquent 1454
fee payment provision of Section 7.4. These obligations are in addition to any defense and 1455
indemnity obligations that Contractor may have under this Agreement. The provisions of this 1456
Section shall survive the termination or expiration of this Agreement. 1457
C. Regulatory Indemnification. Contractor’s duty to defend and indemnify herein includes all fines 1458
and/or penalties imposed by any regulatory agency, if the requirements of Applicable Law, including 1459
but not limited to, AB 939 (1989), SB 341 (2011), AB 1826 (2014), SB 1383 (2016), SB 343 (2021), SB 1460
54 (2022), AB 1201 (2022), and the Advanced Clean Fleet Rule, are not met by the City with respect 1461
to the services provided under this Agreement, and such failure is: (i) due to the failure of Contractor 1462
to meet its obligations under this Agreement; or, (ii) due to Contractor delays in providing 1463
information that prevents Contractor or the City from submitting reports to regulators in a timely 1464
manner. 1465
Notwithstanding any other provision in this Agreement, Contractor’s obligations in this Subsection, 1466
with respect to such Applicable Law, shall be subject to the provisions of Section 40059.1 of the 1467
Public Resources Code, and Contractor shall not be liable for any indemnity obligations or penalties 1468
under this Agreement in respect of any such requirements, except to the extent that indemnity 1469
obligations by Contractor are enforceable under said Section. 1470
D. CalPERS Eligibility Indemnification. Contractor’s employees, agents, or Subcontractors providing 1471
services under this Agreement shall not: (i) qualify for any compensation and benefit under the 1472
California Public Employees Retirement System (“CalPERS”); (ii) be entitled to any benefits under 1473
CalPERS; (iii) enroll in CalPERS as an employee of the City; (iv) receive any employer contributions 1474
paid by the City for CalPERS benefits; or, (v) be entitled to any other CalPERS-related benefit that 1475
would accrue to a City employee. Contractor’s employees, agents, or Subcontractors hereby waive 1476
any claims to benefits or compensation described in this Section. This Section applies to Contractor 1477
notwithstanding any other agency, State or Federal policy, rule, regulation, law, or ordinance to the 1478
contrary. 1479
If Contractor’s employees, agents, or Subcontractors providing services under this Agreement claim, 1480
or are determined by a court of competent jurisdiction or CalPERS, to be eligible for enrollment in 1481
CalPERS of the City, Contractor shall indemnify, defend, and hold harmless the City for the payment 1482
of any employer and employee contributions for CalPERS benefits on behalf of the employee, as 1483
well as for payment of any penalties and interest on such contributions that would otherwise be 1484
the responsibility of the City. 1485
Contractor’s Compensation under this Agreement shall be the full and complete compensation to 1486
which Contractor and Contractor’s officers, employees, agents, and Subcontractors are entitled for 1487
performance of any work under this Agreement. Neither Contractor nor Contractor’s officers, 1488
employees, agents, and Subcontractors are entitled to any salary or wages, retirement, health, 1489
leave, or other fringe benefits applicable to City employees. The City will not make any Federal or 1490
225
JUNE 2025 Page 39 City of Dublin Post Collection
State tax withholdings on behalf of Contractor. The City shall not be required to pay any workers’ 1491
compensation insurance on behalf of Contractor. 1492
Contractor agrees to defend and indemnify the City for any obligation, claim, suit, or demand for 1493
taxes or retirement contribution, including any contribution to CalPERS, social security, salary or 1494
wages, overtime, or workers’ compensation payment that the City may be required to make on 1495
behalf of: (i) Contractor; (ii) any employee of Contractor; or, (iii) any employee of Contractor 1496
construed to be an employee of the City for work performed under this Agreement. 1497
E. Hazardous Substance Indemnification. Contractor shall indemnify, defend with counsel acceptable 1498
to the City, protect, and hold harmless the City and its officers, employees, volunteers, and agents 1499
(collectively, “Indemnitees”) from and against all claims, damages (including, but not limited to, 1500
special, consequential, natural resources, and punitive damages), injuries, costs, (including, without 1501
limitation, any and all response, remediation, and removal costs), losses, demands, debts, liens, 1502
liabilities, causes of action, suits, legal or administrative proceedings, interest, fines, charges, 1503
penalties, and expenses (including, without limitation, attorneys’ and expert witness fees and costs 1504
incurred in connection with defending against any of the foregoing or in enforcing this indemnity) 1505
of any kind whatsoever paid, incurred, suffered by, or asserted against Indemnitees arising from or 1506
attributable to the acts or omissions of Contractor, whether or not negligent or otherwise culpable, 1507
in connection with or related to the performance of this Agreement, including, without limitation, 1508
damages arising from or attributable to any operations, repair, clean up or detoxification, or other 1509
plan (regardless of whether undertaken due to governmental action) concerning any Hazardous 1510
Substance or Hazardous Waste managed under this Agreement. This indemnity afforded to 1511
Indemnitees shall be limited to exclude coverage for intentional wrongful acts, negligence, or 1512
breach of Indemnitees or the Collection Contractor, and as provided below. Contractor shall be 1513
required to indemnify the City for the costs for any claims arising from the Disposal of Solid Waste 1514
at the Disposal site, including, but not limited to, claims arising under CERCLA. The foregoing 1515
indemnity is intended to operate as an agreement pursuant to §107(e) of CERCLA, 42 USC. §9607(e) 1516
and California Health and Safety Code §25364 to defend, protect, hold harmless, and indemnify the 1517
City from liability. 1518
This provision is in addition to all other provisions in this Agreement and shall survive the expiration 1519
or earlier termination of this Agreement. 1520
F. Measure D. Contractor shall indemnify, defend, and hold harmless the City and its officers, 1521
employees, agents, and volunteers, from and against any revenues withheld by the Alameda County 1522
Source Reduction and Recycling Board in the event the Source Reduction and Recycling goals or any 1523
other requirement of Section 64 of the Alameda County Charter (commonly known as Measure D) 1524
are not met by Contractor, with respect to the Recycling and Source Reduction programs under this 1525
Agreement, and such failure is due to the failure of Contractor to meet its obligations under this 1526
Agreement or due to Contractor delays in providing information that prevents Contractor or the 1527
City from submitting reports required by Measure D in a timely manner. 1528
G. Exempt Waste Defense and Indemnification. Except to the extent Liabilities are caused by the 1529
negligence or willful misconduct of the City or the Collection Contractor, Contractor shall defend, 1530
indemnify, and hold harmless, at its sole cost and expense with counsel reasonably acceptable to 1531
the City, the City (including the Persons described in the definition of "City" in Exhibit A) in any 1532
Actions that assert or allege Liabilities paid, incurred, suffered by, imposed upon, or asserted against 1533
226
JUNE 2025 Page 40 City of Dublin Post Collection
the City that result or are claimed to have resulted directly or indirectly from the presence, Disposal, 1534
escape, migration, leakage, spillage, discharge, release, or emission of Exempt Waste or petroleum 1535
to, in, on, at, or under the Landfill, whether: 1536
1. in one (1) or more instance. 1537
2. threatened or transpired. 1538
3. Contractor is negligent or otherwise culpable. 1539
4. those Liabilities are litigated, settled, or reduced to judgment. 1540
For purposes of this Indemnity, “Liabilities” includes Liabilities arising from or attributable to any 1541
operations, repair, clean up or detoxification, or preparation and implementation of any removal, 1542
remedial, response, Closure, Post-Closure, or other plan, regardless of whether undertaken due to 1543
government directive or action, such as remediation of surface or ground water contamination and 1544
replacement or restoration of natural resources. 1545
The City reserves the right to retain, at its own cost and expense, cocounsel and Contractor shall 1546
direct Contractor’s counsel to assist and cooperate with such cocounsel with respect to the City’s 1547
defense. 1548
The foregoing indemnity is intended to operate as an agreement pursuant to 42 U.S.C. Section 1549
9607(e) and California Health and Safety Code Section 25364 to insure, protect, hold harmless, and 1550
indemnify the Authority from liability in accordance with this Section. 1551
9.2 INSURANCE 1552
A. General Requirements. Contractor shall, at its sole cost and expense, secure and maintain in effect, 1553
at all times during the Term of this Agreement, insurance against claims for injuries to Persons or 1554
damages to property, which may arise from or in connection with Contractor’s performance of work 1555
or services under this Agreement. Contractor’s performance of work or services shall include 1556
performance by Contractor’s employees, agents, representatives, and Subcontractors, as permitted 1557
in accordance with Section 3.3 and Subsection 9.2.G. Contractor’s insurance shall not be less than 1558
the following coverage and limits of insurance described in this Section. 1559
B. Required Insurance Coverages and Minimum Limits of Insurance. During the Term of this 1560
Agreement, Contractor shall, at all times, maintain, at its expense, the following coverages and 1561
limits. The Commercial General Liability insurance shall include broad form property damage 1562
insurance. 1563
1. Insurance coverage shall include limits not less than the following. The limits of liability for 1564
Commercial General Liability and Business Automobile Liability may be provided through a 1565
combination of primary and excess or umbrella liability policies. Excess policies shall be follow-1566
form to the underlying policies and include the required parties as additional insured. 1567
Commercial General Liability – Commercial General Liability coverage at least as broad as 1568
Insurance Services Office, Inc. (ISO) form CG 00 01 (or equivalent), in an amount not less than 1569
$10,000,000 per occurrence, $10,000,000 general aggregate, and $10,000,000 products and 1570
completed operations aggregate. The policy shall contain a per project or per location general 1571
aggregate endorsement. Contractor’s policy(s) shall be primary and shall not seek 1572
227
JUNE 2025 Page 41 City of Dublin Post Collection
contribution from the City. The policy(s) shall be endorsed using ISO form CG 20 10 (or 1573
equivalent) for ongoing operations and ISO form CG 20 37 (or equivalent) for completed 1574
operations to provide that the City and its officers, agents, employees, and volunteers shall 1575
be included as additional insureds under such policy(s). The policy(s) shall not contain an 1576
insured versus insured exclusion endorsement or any endorsements modifying contractual 1577
liability and defense costs shall be paid in addition to the limits. The policy shall allow or be 1578
endorsed to include a waiver of subrogation in favor of the City. 1579
Business Automobile Liability – Business automobile liability coverage for owned, non-1580
owned, and hired autos using ISO Business Auto Coverage form CA 00 20 (or equivalent) with 1581
a limit of no less than $10,000,000 per accident. The Automobile liability shall be endorsed to 1582
contain MCA 90 coverage. The policy shall allow or be endorsed to include a waiver of 1583
subrogation in favor of the City and its officers, agents, employees, and volunteers. The policy 1584
shall provide that the City and its officers, agents, employees, and volunteers is/are included 1585
or named as additional insureds. 1586
Workers’ Compensation – Statutory Limits/Employers’ Liability – Statutory Workers’ 1587
Compensation Liability coverage and Employer’s Liability coverage for all Persons employed 1588
directly or indirectly by Contractor. The Statutory Workers’ Compensation Insurance and 1589
Employer’s Liability Insurance shall be provided with limits of not less than $1,000,000 each 1590
accident, $1,000,000 by disease-policy limit, and $1,000,000 by disease-each employee. In 1591
the alternative, Contractor may rely on a self-insurance program to meet those requirements, 1592
but only if the program of self-insurance complies fully with the provisions of the California 1593
Labor Code. Determination of whether a self-insurance program meets the standards of the 1594
Labor Code shall be solely in the discretion of the City. The insurer, if insurance is provided, 1595
or Contractor, if a program of self-insurance is provided, shall waive all rights of subrogation 1596
against the City and its officers, officials, employees, and agents for loss arising from work 1597
performed under this Agreement. 1598
Hazardous Waste and Environmental Impairment Liability – Hazardous Waste and 1599
Environmental Impairment Liability coverage or Pollution Liability coverage shall be provided 1600
for liability arising out of sudden, accidental, and gradual pollution and remediation. The 1601
policy limit shall be no less than $10,000,000 per claim. All activities contemplated in this 1602
Agreement shall be specifically scheduled on the policy as “covered operations.” The policy 1603
shall provide coverage for the hauling of Solid Waste from the Generators’ Premises to the 1604
final Disposal location, including non-owned Disposal sites. The policy shall be endorsed to 1605
include the City and its officers, employees, and volunteers as additional insureds via blanket 1606
form endorsement. 1607
2. The City and its officers, agents, employees, and volunteers shall be included as additional 1608
insureds on all but the Workers’ Compensation endorsements as respects: Liability arising out 1609
of activities performed by, or on behalf of, Contractor; products and completed operations of 1610
Contractor; premises owned, leased or used by Contractor; and automobiles owned, leased, 1611
hired or borrowed by Contractor. The coverage shall contain no special limitations on the 1612
scope of protection afforded to the City and its officers, agents, employees, and volunteers. 1613
The Automobile liability is endorsed to contain MCA 90 coverage. 1614
3. Said policies shall remain in force through the life of this Agreement and, with the exception 1615
of Pollution Legal liability coverage, shall be payable on a “per occurrence” basis, unless the 1616
228
JUNE 2025 Page 42 City of Dublin Post Collection
City Risk Manager specifically consents in writing to a “claims made” basis. For all “claims 1617
made” coverage, in the event that Contractor changes insurance carriers, Contractor shall 1618
purchase “tail” coverage or otherwise provide for continuous coverage covering the Term of 1619
this Agreement and not less than three (3) years thereafter. Proof of such “tail” or other 1620
continuous coverage shall be required at any time that Contractor changes to a new carrier 1621
prior to receipt of any payments due. 1622
4. The deductibles or self-insured retentions are for the account of Contractor and shall be the 1623
sole responsibility of Contractor. 1624
5. Each required insurance policy shall provide or be endorsed to state that coverage shall not 1625
be cancelled, suspended, voided, or reduced in limits, except after thirty (30) calendar days’ 1626
prior written notice has been given to the City Representative, except that ten (10) days’ prior 1627
written notice shall apply in the event of cancellation for nonpayment of premium. If a carrier 1628
will not provide the required notices, Contractor shall provide written notice to the City 1629
Representative no later than ten (10) Business Days before any policy is cancelled, suspended, 1630
voided, or reduced in limits. 1631
6. Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-VII, 1632
unless otherwise approved by the City Risk Manager. 1633
7. The policies shall cover all activities of Contractor and its officers, employees, agents, and 1634
volunteers arising out of or in connection with this Agreement. 1635
8. Coverage shall state that Contractor's insurance shall apply separately to each insured against 1636
whom claim is made or suit is brought, except with respect to the limits of the insurer's 1637
liability. 1638
9. For any claims relating to this Agreement, Contractor’s insurance coverage shall be primary 1639
and non-contributory, including as respects the City and its officers, agents, employees, and 1640
volunteers. Any insurance maintained by the City shall apply in excess of, and not contribute 1641
with, insurance provided by Contractor’s liability insurance policy. 1642
10. Contractor shall waive all rights of subrogation against the City and its officers, agents, 1643
employees, and volunteers. 1644
11. Any failure to comply with reporting provisions of the policies shall not affect Contractor’s 1645
obligations to the City and its officers, employees, agents, and volunteers or the Collection 1646
Contractor. 1647
C. Endorsements and Verification of Coverage. Prior to the Effective Date pursuant to this Agreement, 1648
Contractor shall furnish the City Representative with certificates or original endorsements reflecting 1649
coverage required by this Agreement. Each required endorsement shall be attached to the 1650
certificates of insurance. The certificates or endorsements for each insurance policy are to be signed 1651
by a Person authorized by that insurer to bind coverage on its behalf. All certificates or 1652
endorsements are to be declared to, and approved by, the City Risk Manager before work 1653
commences. Insurance is to be placed with insurers acceptable to the City Risk Manager. 1654
Proof of insurance shall be mailed to the following address, or any subsequent address as may be 1655
directed in writing by the City Risk Manager and/or the City Representative: 1656
CITY OF DUBLIN 1657
Attn: Risk Management 1658
229
JUNE 2025 Page 43 City of Dublin Post Collection
100 Civic Plaza 1659
Dublin, CA 94568 1660
D. Renewals. During the Term of this Agreement, Contractor shall furnish the City Risk Manager with 1661
new certificates or original endorsements reflecting renewals, changes in insurance companies, and 1662
any other documents reflecting the maintenance of the required coverage throughout the entire 1663
Term of this Agreement. The certificates or endorsements are to be signed by a Person authorized 1664
by that insurer to bind coverage on its behalf. Proof of insurance shall be mailed to the same address 1665
listed in Subsection 9.2.C above, or any subsequent address as may be directed in writing by the 1666
City Risk Manager and/or the City Representative. 1667
E. Workers' Compensation. Contractor shall provide Workers’ Compensation coverage as required by 1668
State law and shall comply with Section 3700 of the State Labor Code. 1669
F. Contractor Compliance. Contractor shall comply with all requirements of policies and the insurers. 1670
Carrying insurance shall not relieve Contractor from any obligations under this Agreement. Nothing 1671
in this Agreement may be construed as limiting in any way the extent to which Contractor may be 1672
held responsible for payments of damages to Persons or property resulting from Contractor's or any 1673
Subcontractors’ performance of services. 1674
G. Subcontractor Insurance Requirements. Subject to the City’s approval of Contractor’s use of any 1675
Subcontractor(s) in accordance with Section 3.3, Contractor shall include all Subcontractor(s) as 1676
insureds under its policies or shall obtain separate certificates and endorsements for each 1677
Subcontractor. All coverages for any approved Subcontractor(s) shall be subject to all of the 1678
requirements stated herein and name the City as an additional insured. The City Representative 1679
may waive or excuse these insurance requirements in its sole discretion. Contractor shall require 1680
that all Subcontractor(s) comply with all material terms of this Agreement. 1681
H. Modification of Insurance Requirements. The insurance requirements provided in this Agreement 1682
may be modified or waived by the City Risk Manager, in writing, upon the request of Contractor if 1683
the City Risk Manager determines such modification or waiver is in the best interest of the City 1684
considering all relevant factors, including exposure to the City 1685
I. Rights of Subrogation. All required insurance policies shall preclude any underwriter's rights of 1686
recovery or subrogation against the City, with the express intention of the Parties being that the 1687
required insurance coverage protects both Parties as the primary coverage for any and all losses 1688
covered by the above-described insurance. Contractor shall ensure that any companies issuing 1689
insurance to cover the requirements contained in this Agreement agree that they shall have no 1690
recourse against the City for payment or assessments in any form on any policy of insurance. The 1691
clauses “Other Insurance Provisions” and “Insured Duties in the Event of an Occurrence, Claim or 1692
Suit,” as it appears in any policy of insurance in which the City is named as an additional insured, 1693
shall not apply to the City. 1694
9.3 PERFORMANCE BOND 1695
Within seven (7) calendar days of the City’s notification to Contractor that the City has executed this 1696
Agreement, Contractor shall file with the City a bond, payable to the City and in a format approved by the 1697
City, securing Contractor's performance of its obligations under this Agreement. Such bond shall be 1698
renewed annually, if necessary, so that the performance bond is maintained at all times during the Term. 1699
230
JUNE 2025 Page 44 City of Dublin Post Collection
The principal sum of the bond shall be four hundred seventy five thousand dollars ($475,000). The bond 1700
shall be adjusted every three (3) years, commencing with Rate Period Three, to equal three (3) months of 1701
the prior Rate Period’s annual Gross Receipts. The bond shall be executed as surety by a corporation 1702
authorized to issue surety bonds in the State of California that has a rating of A or better in the most 1703
recent edition of Best’s Key Rating Guide, and that has a record of service and financial condition 1704
satisfactory to the City. 1705
In lieu of a performance bond, the City and Contractor may agree that Contractor shall provide for the 1706
issuance of an irrevocable stand by letter of credit (the "Letter of Credit") by a bank approved by the City 1707
in its sole discretion (the "Bank") for the benefit of the City for at least the duration of the Contract Year 1708
for which the Letter of Credit is deposited. Such Letter of Credit shall be in the amount of two million 1709
dollars ($2,000,000). Nothing in this Section shall in any way obligate the City to accept a Letter of Credit 1710
in lieu of the performance bond. 1711
The expiration date of the Letter of Credit must be sooner than the Term of this Agreement provided in 1712
Section 2.1, unless it provides that it will not be terminated, modified, or not renewed, except after prior 1713
written notice by certified mail, return receipt requested, to the City sixty (60) calendar days in advance 1714
of termination or failure to renew. The Letter of Credit may expire on the date on which the Bank receives 1715
a certificate from the City saying that: (i) the Term has expired; (ii) this Agreement has been terminated 1716
and Contractor owes the City no money under this Agreement; or, (iii) Contractor has substituted an 1717
alternative letter of credit or other security document acceptable to the City in the City's sole discretion. 1718
The form of the Letter of Credit, including the procedures for and place of demand for payment and 1719
drawing certificate attached thereto, is subject to approval of the City in its sole discretion, following the 1720
notice procedures defined in Section 12.12 below. The Letter of Credit must be transferable to any 1721
successor or assignee of the City. 1722
The City shall have the right to draw against the faithful performance bond or the Letter of Credit in the 1723
event of an uncured default pursuant to Section 10.2. Within five (5) calendar days of receipt of notice 1724
from the City of such default, Contractor shall renew or replace such sums of money as needed to bring 1725
the faithful performance bond or Letter of Credit current. 1726
9.4 CORPORATE GUARANTY 1727
Concurrently with execution of this Agreement, Contractor shall furnish a Guaranty of its performance 1728
under this Agreement, in the form attached hereto as Exhibit H and incorporated herein by reference, 1729
properly executed by USA Waste of California, Inc. 1730
ARTICLE 10. 1731
DEFAULT AND REMEDIES 1732
10.1 EVENTS OF DEFAULT 1733
All provisions of the Agreement are considered material. Each of the following shall constitute an event 1734
of default, except where such performance failure is excused by a Force Majeure Event in accordance with 1735
Section 10.7. 1736
231
JUNE 2025 Page 45 City of Dublin Post Collection
A. Fraud or Deceit. Contractor, its Affiliates, any Subcontractor, or any other Person employed by or 1737
with an ownership interest in Contractor, its Affiliates, or any Subcontractor practices, or attempts 1738
to practice, any fraud or deceit upon the City. 1739
B. Insolvency or Bankruptcy. Contractor becomes insolvent, unable, or unwilling to pay its debts, or 1740
upon entry of an order for relief in favor of Contractor in a bankruptcy proceeding. 1741
C. Failure to Maintain Coverage. Contractor fails to provide or maintain in full force and effect the 1742
workers' compensation, liability, or any other insurance coverage as required by this Agreement. 1743
D. Violations of Regulation. Contractor receives any notices, citations, orders, or filings of any 1744
regulatory body having authority over Contractor relative to this Agreement, provided that 1745
Contractor may contest any such orders or filings by appropriate proceedings conducted in good 1746
faith, in which case no breach or default of this Agreement shall be deemed to have occurred. 1747
E. Violations of Applicable Law. Contractor has been found by a court of proper jurisdiction to be in 1748
violation of Applicable Law (other than criminal law) directly or indirectly related to the 1749
performance of this Agreement, provided that Contractor may contest any such allegation or finding 1750
by appropriate proceedings conducted in good faith, in which case no breach or default of this 1751
Agreement shall be deemed to have occurred. 1752
F. Failure to Perform Direct Services. 1753
1. General. Contractor fails to Accept City Delivered Materials at the Approved Facility(ies) or 1754
ceases to provide Post-Collection Services as required under this Agreement for a period of 1755
two (2) consecutive calendar days or more, for any reason within the control of Contractor. 1756
2. Suspension or Termination of Service. There is any termination or suspension of the 1757
transaction of business by Contractor related to this Agreement lasting more than two (2) 1758
calendar days. 1759
3. Labor Unrest. Except as otherwise provided in Section 10.7, Contractor fails to perform 1760
services as required under this Agreement for any period of time due to labor unrest, including 1761
but not limited to strike, work stoppage or slowdown, sick-out, picketing, or other concerted 1762
job action conducted by Contractor’s employees or directed at Contractor or an Affiliate; or 1763
any labor action initiated by Contractor, including, but not limited to, a lock-out. 1764
4. Facility Disruption. Contractor is unable to use any of the Approved or Alternate Facilities 1765
under this Agreement for more than thirty (30) Days in a consecutive twelve (12) month 1766
period. 1767
G. Failure to Use Approved Facilities. Contractor fails to deliver City Delivered Materials to the 1768
appropriate Approved or Alternate Processing or Disposal Facility for each material type. 1769
H. Failure to Pay or Report. Contractor fails to make any payments to the City required under this 1770
Agreement, including payment of City Reimbursements or Liquidated Damages, or Contractor fails 1771
to pay Approved Facility operators as provided under this Agreement and/or refuses to provide the 1772
City with required information, reports, and/or records in a timely manner as provided for in the 1773
Agreement. 1774
232
JUNE 2025 Page 46 City of Dublin Post Collection
I. Acts or Omissions. Any other act or omission by Contractor that violates the terms, conditions, or 1775
requirements of this Agreement or Applicable Law and that is not corrected or remedied within the 1776
time set in the written notice of the violation. However, if Contractor cannot reasonably correct or 1777
remedy the breach or violation within the time set forth in such notice, Contractor shall not be in 1778
default if it promptly commences to correct or remedy such violation and diligently effects such 1779
correction or remedy within a reasonable period of time thereafter. 1780
J. False, Misleading, or Inaccurate Statements. Any representation or disclosure made to the City by 1781
Contractor in connection with or as an inducement to entering into this Agreement, or any future 1782
amendment to this Agreement, which proves to be false or misleading in any material respect as of 1783
the time such representation or disclosure is made, whether or not any such representation or 1784
disclosure appears as part of this Agreement; and, any Contractor-provided report containing a 1785
misstatement, misrepresentation, data manipulation, or an omission of fact or content explicitly 1786
defined by the Agreement, excepting non-numerical typographical and grammatical errors. 1787
K. Seizure or Attachment. There is a seizure of, attachment of, or levy on some or all of Contractor’s 1788
operating equipment, including, without limitation, its equipment, maintenance or office facilities, 1789
or Approved Facility(ies) owned/operated by Contractor, by Affiliates, and/or by Subcontractors, or 1790
any part thereof. 1791
L. Criminal Activity. Contractor, its officers, or managers are found guilty of Criminal Activity related 1792
directly or indirectly to performance of this Agreement or any other agreement held with the City; 1793
or employees found guilty of Criminal Activity related directly or indirectly to performance of this 1794
Agreement or any other agreement held with the City and are who not terminated or reassigned as 1795
a result of such activity. 1796
M. Assignment without Approval. Contractor transfers or assigns this Agreement without the express 1797
written approval of the City, unless the assignment is permitted without City approval pursuant to 1798
Section 12.9. 1799
N. Failure to Perform Any Obligation. Contractor fails to perform any obligation established under this 1800
Agreement. 1801
The City shall provide Contractor written notice of default within seven (7) calendar days of the City’s first 1802
knowledge of Contractor’s default. 1803
10.2 RIGHT TO TERMINATE UPON UNCURED DEFAULT 1804
Contractor shall be given five (5) Business Days from written notification by the City to cure any default 1805
which, in the City Manager’s sole, but reasonable, opinion, creates a potential public health or safety 1806
threat; provided, however, if Contractor cannot reasonably correct or remedy the default within the time 1807
set forth in a notice of violation, it shall be given additional time to cure, as reasonably determined by the 1808
City Manager, provided that Contractor commences to correct or remedy such violation within the time 1809
set forth in such notice and diligently effects such correction or remedy thereafter. 1810
Contractor shall be given five (5) Business Days from written notification by the City to cure any default 1811
arising under Subsections A, B, C, L, and M in Section 10.1; provided, however, if Contractor cannot 1812
reasonably correct or remedy the default within the time set forth in a notice of violation, it shall be given 1813
additional time to cure, as reasonably determined by the City Representative, provided that Contractor 1814
233
JUNE 2025 Page 47 City of Dublin Post Collection
commences to correct or remedy such violation within the time set forth in such notice and diligently 1815
effects such correction or remedy thereafter. Contractor shall be given five (5) Business Days from written 1816
notification by the City to cure any default arising under Subsections F.1 and F.2 in Section 10.1. 1817
Contractor shall be given thirty (30) calendar days from written notification by the City to cure any other 1818
default (that is not required to be cured within five (5) Business Days); provided, however, if Contractor 1819
cannot reasonably correct or remedy the default within the time set forth in a notice of violation, it shall 1820
be given additional time, as reasonably determined by the City Representative, to cure, provided that 1821
Contractor commences to correct or remedy such violation within the time set forth in such notice and 1822
diligently effects such correction or remedy thereafter 1823
10.3 CITY’S REMEDIES IN THE EVENT OF DEFAULT 1824
Upon Contractor’s default, the City has the following remedies: 1825
A. Waiver of Default. The City may waive any event of default or Contractor’s requirement to cure a 1826
default event if the City determines that such waiver would be in the best interest of the City. The 1827
City’s waiver of an event of default is not a waiver of future events of default that may have the 1828
same or similar conditions. 1829
B. Suspension of Contractor’s Obligation. The City may suspend Contractor’s performance of its 1830
obligations if Contractor fails to cure default in the time frame specified in Section 10.2 until such 1831
time Contractor can provide assurance of performance in accordance with Section 10.8. 1832
C. Liquidated Damages. The City may assess Liquidated Damages for Contractor’s failure to meet 1833
specific performance standards pursuant to Section 10.6 and Exhibit F. 1834
D. Termination. In the event that Contractor should default, and the default is not cured pursuant to 1835
Section 10.2, then the City may, at its option, terminate this Agreement. In the event the City 1836
decides to terminate this Agreement, the City shall serve upon Contractor twenty (20) calendar 1837
days’ written notice of its intention to terminate. In the event the City exercises its right to terminate 1838
this Agreement, the City may, at its option, upon such termination, either directly undertake 1839
performance of the services or arrange with other Persons to perform the services with or without 1840
a written agreement. This right of termination is in addition to any other rights of the City upon a 1841
failure of Contractor to perform its obligations under this Agreement. 1842
Contractor shall not be entitled to any further revenues from Processing or Disposal operations 1843
authorized hereunder from and after the date of termination. 1844
E. Other Available Remedies. The City’s election of one (1) or more remedies described herein shall 1845
not limit the City from any and all other remedies at law and in equity, including injunctive relief, 1846
etc. 1847
10.4 POSSESSION OF RECORDS UPON TERMINATION 1848
In the event of termination for an event of default, Contractor shall, subject to Applicable Law, including 1849
laws governing data security and privacy, furnish the City Manager with immediate access to all of its 1850
records related to the Post-Collection Services provided under this Agreement. 1851
234
JUNE 2025 Page 48 City of Dublin Post Collection
10.5 CITY'S REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE 1852
The City's rights to terminate the Agreement under Section 10.2 and to take possession of Contractor's 1853
records under Section 10.4 are not exclusive, and the City's termination of the Agreement and/or the 1854
imposition of Liquidated Damages shall not constitute an election of remedies. Instead, these rights shall 1855
be in addition to any and all other legal and equitable rights and remedies which the City may have. 1856
By virtue of the nature of this Agreement; the urgency of timely, continuous, and high-quality service; the 1857
lead time required to effect alternative service; and, the rights granted by the City to Contractor, the 1858
remedy of damages for a breach hereof by Contractor is inadequate and the City shall be entitled to 1859
injunctive relief (including, but not limited to, specific performance). 1860
10.6 PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES 1861
A. General. The Parties find that, as of the time of the execution of this Agreement, it is impractical, if 1862
not impossible, to reasonably ascertain the extent of damages incurred by the City as a result of a 1863
breach by Contractor of its obligations under this Agreement. The factors relating to the 1864
impracticability of ascertaining damages include, but are not limited to, the fact that: (i) substantial 1865
damage results to members of the public who are denied services or denied quality or reliable 1866
service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of the benefits 1867
of the Agreement to individual members of the general public for whose benefit this Agreement 1868
exists, in subjective ways and in varying degrees of intensity, which are incapable of measurement 1869
in precise monetary terms; (iii) exclusive services might be available at substantially lower costs 1870
than alternative services and the monetary loss resulting from denial of services or denial of quality 1871
or reliable services is impossible to calculate in precise monetary terms; and, (iv) the termination of 1872
this Agreement for such breaches and other remedies are, at best, a means of future correction and 1873
not remedies that make the public whole for past breaches. 1874
B. Service Performance Standards; Liquidated Damages for Failure to Meet Standards. The Parties 1875
further acknowledge that consistent and reliable Processing and Disposal services are of utmost 1876
importance to the City and that the City has considered and relied on Contractor's representations 1877
as to its quality-of-service commitment in awarding the Agreement to Contractor. The Parties 1878
recognize that some quantified standards of performance are necessary and appropriate to ensure 1879
consistent and reliable service and performance. The Parties further recognize that, if Contractor 1880
fails to achieve the performance standards or fails to submit required documents in a timely 1881
manner, the City and its residents and businesses will suffer damages, and that it is, and will be, 1882
impractical and extremely difficult to ascertain and determine the exact amount of damages that 1883
City will suffer. Therefore, without prejudice to the City’s right to treat such non-performance as an 1884
event of default under this Section, the Parties agree that the Liquidated Damages amounts 1885
established in Exhibit F of this Agreement represent a reasonable estimate of the amount of such 1886
damages, considering all of the circumstances existing on the Effective Date of this Agreement, 1887
including the relationship of the sums to the range of harm to the City that reasonably could be 1888
anticipated and the anticipation that proof of actual damages would be costly or impractical. 1889
Contractor agrees to pay (as Liquidated Damages and not as a penalty) the amounts set forth in 1890
Exhibit F: Performance Standards and Liquidated Damages. 1891
235
JUNE 2025 Page 49 City of Dublin Post Collection
Before assessing Liquidated Damages, the City shall give Contractor notice of its intention to do so. 1892
Such notice must be within one hundred and twenty (120) days from when the City reasonably 1893
became aware of the underlying event. The notice will include a brief description of the incident(s) 1894
and non-performance. Each Party may review (and make copies at its own expense) all information 1895
in the possession of the other Party relating to incident(s) and/or non-performance. Either Party 1896
may, within thirty (30) Business Days after the City issues the notice, request a meeting with the 1897
other Party. Each Party may present evidence of non-performance in writing and through testimony 1898
of its employees and others relevant to the incident(s) and alleged non-performance. The City 1899
Manager shall provide Contractor with a written explanation of their determination on each 1900
incident(s) and non-performance prior to authorizing the assessment of Liquidated Damages under 1901
this Section. Within ten (10) Business Days of receipt of such notice of intention to assess Liquidated 1902
Damages, or within forty (40) Business Days if the intended assessment results in a Material Impact, 1903
as defined in Section 5.5, no Liquidated Damages may be imposed on Contractor until Contractor 1904
has been given a reasonable opportunity to respond to allegations and meet and confer with the 1905
City Manager. The City Manager’s decision shall be final, subject to Contractor’s ability to pursue 1906
judicial relief in accordance with Section 10.9. 1907
C. Amount. The City may assess Liquidated Damages for each Working Day or event, as appropriate, 1908
that Contractor is determined to be liable in accordance with this Agreement in the amounts 1909
specified in Exhibit F. Liquidated Damages shall be subject to annual adjustment on each July 1 equal 1910
to the Annual Percentage Change in the CPI-U, as defined in Section 8.3. 1911
D. Timing of Payment. Contractor shall pay any Liquidated Damages recoverable under this 1912
Agreement and assessed by the City within ten (10) Business Days of the date the Liquidated 1913
Damages are assessed. If they are not paid within the ten (10) Business Day period, the City may 1914
proceed against the performance bond required by the Agreement, order the termination of the 1915
rights or granted by this Agreement, or all of the above. 1916
10.7 EXCUSE FROM PERFORMANCE 1917
A. General. Notwithstanding any other provision in this Agreement, each Party shall be excused from 1918
performing its respective obligations hereunder and from any obligation to pay Liquidated Damages 1919
if it is prevented from so performing by reason of floods, earthquakes, other acts of nature, war, 1920
civil insurrection, riots, acts of any local, State, or Federal government (including judicial action), 1921
and other similar catastrophic events that are beyond the control of and not the fault of the Party 1922
claiming excuse from performance hereunder (each a “Force Majeure Event”). 1923
B. Third Party Labor Unrest. In the case of labor unrest or job action directed at a third party over 1924
whom Contractor has no control and the inability of Contractor to provide services in accordance 1925
with this Agreement due to the unwillingness or failure of the third party to: (i) provide reasonable 1926
assurance of the safety of Contractor's employees while providing such services; or, (ii) make 1927
reasonable accommodations with respect to point of delivery, time of Acceptance, or other 1928
operating circumstances to minimize any confrontation with pickets or the number of Persons 1929
necessary to perform Transfer, Transport, Processing, or Disposal services, to that limited extent, 1930
excuse performance. The foregoing excuse shall be conditioned on Contractor's cooperation in 1931
performing Transfer, Transport, Processing, and/or Disposal services at different times and in 1932
different locations (as provided in Section 4.1). If the Collection Contractor is unable to use any of 1933
the Approved or Alternate Facilities under this Agreement for more than thirty (30) Days in a 1934
236
JUNE 2025 Page 50 City of Dublin Post Collection
consecutive twelve (12) month period for any reason, including, but not limited to, third-party labor 1935
unrest, such circumstance shall be considered an event of default in accordance with Subsection 1936
10.1.F. 1937
C. Contractor Labor Unrest. In the event of labor unrest, including, but not limited to, strike, work 1938
stoppage or slowdown, sick-out, picketing, or other concerted job action conducted by Contractor’s 1939
employees or directed at Contractor or Affiliate, Contractor shall be excused from performance 1940
(though such event shall not be considered a Force Majeure event) for the first seven (7) days of 1941
such labor unrest. Such labor unrest beyond seven (7) days shall not be excused from performance 1942
and such event shall not be considered a Force Majeure event under this Section. Contractor may 1943
direct City Delivered Materials to an Alternate Facility, if available, as provided in Section 4.1. In 1944
such case, Contractor shall continue to provide reasonably consistent, reliable, and uninterrupted 1945
levels of performance during the pendency thereof. Any labor action initiated by Contractor, 1946
including, but not limited to, a lock-out, to the extent it lasts beyond seven (7) days, shall not be 1947
grounds for any excuse from performance and Contractor shall thereafter perform all obligations 1948
under this Agreement during the pendency of such Contractor-initiated labor action. In the event 1949
that any labor unrest related to Contractor’s operations or Approved Facility(ies) causes those 1950
Approved Facilities to be partially or completely inaccessible by the Collection Contractor and 1951
thereby creates increased costs for the City and/or the Collection Contractor related to delivery to 1952
Alternate Facilities, Contractor shall be liable for any and all such costs. In the event of such 1953
increased costs, the City shall make a determination of the allowable costs under the Collection 1954
Agreement, as well as any direct or indirect costs incurred by the City during the pendency of such 1955
disruption. Contractor shall pay to the City or, at the City’s direction, the Collection Contractor the 1956
amount of such increased costs, as determined by the City within thirty (30) calendar days of 1957
receiving the City’s determination. 1958
D. Notice. The Party claiming excuse from performance shall, within two (2) calendar days after such 1959
Party has notice of such cause, or such additional time as is approved by the City Representative, 1960
give the other Party notice of the facts constituting such cause and asserting its claim to excuse 1961
under this Section. If either Party validly exercises its rights under this Section, the Parties hereby 1962
waive any claim against each other for any damages sustained thereby. 1963
E. Default and Termination. The partial or complete interruption or discontinuance of Contractor's 1964
services caused by one (1) or more Force Majeure Events, or for the first seven (7) days of such 1965
Contractor labor unrest under Subsection 10.7.C above, shall not constitute a default by Contractor 1966
under this Agreement, except as otherwise specified in Subsection 10.1.F.4. Notwithstanding the 1967
foregoing, however, if Contractor is excused from performing its obligations hereunder for any of 1968
the causes listed in this Section for a period of thirty (30) calendar days or more, the City shall 1969
nevertheless have the right, in its sole discretion, to terminate this Agreement for convenience by 1970
giving ten (10) Business Days’ notice to Contractor, provided that Contractor does not fully resume 1971
performance of its obligations hereunder within such ten (10) Business Days, in which case the 1972
provisions of Section 10.4 shall apply. 1973
10.8 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE 1974
The Parties acknowledge that it is of the utmost importance to the City and the health and safety of all 1975
those members of the public residing or doing business within the City who will be adversely affected by 1976
237
JUNE 2025 Page 51 City of Dublin Post Collection
interrupted waste management service that there be no material interruption in services provided under 1977
this Agreement. 1978
If Contractor: (i) is the subject of any labor unrest lasting beyond seven (7) days, including work stoppage 1979
or slowdown, sick-out, picketing, or other concerted job action; (ii) appears in the reasonable judgment 1980
of the City to be unable to regularly pay its bills as they become due; or, (iii) is the subject of a civil or 1981
criminal judgment or order entered by a Federal, State, regional, or local agency for violation of an 1982
Applicable Law, and the City believes in good faith that Contractor's ability to perform under the 1983
Agreement has thereby been placed in substantial jeopardy, the City may, at its sole option and in addition 1984
to all other remedies it may have, demand from Contractor reasonable assurances of timely and proper 1985
performance of this Agreement, in such form and substance as the City believes in good faith is reasonably 1986
necessary in the circumstances to evidence continued ability to perform under the Agreement. If 1987
Contractor fails or refuses to provide satisfactory assurances of timely and proper performance in the 1988
form and by the date required by the City, such failure or refusal shall be an event of default for purposes 1989
of Section 10.1. 1990
10.9 DISPUTE RESOLUTION 1991
In the event of dispute between the City and Contractor regarding the interpretation of or the 1992
performance of services under this Agreement that results in a Material Impact to Contractor’s revenue 1993
and/or cost of operations, as defined in Section 5.5, the provisions of this Section shall apply. These 1994
provisions shall not apply to matters in which the Agreement expressly indicates that a City decision or 1995
determination is final. 1996
A. Meet and Confer. The City and Contractor agree that they shall promptly meet and confer to 1997
attempt to resolve the matter between themselves. 1998
B. Mediation. In the event that disputes that arise under this Agreement cannot be resolved 1999
satisfactorily between the Parties in accordance with Subsection 10.9.A, the City and Contractor 2000
agree that such disputes shall be submitted to mandatory, non-binding mediation by a mutually 2001
agreed-upon independent third party. 2002
C. Period of Time. Insofar as allowed by Applicable Law, the period of time otherwise applicable for 2003
filing claims against the City under Applicable Law shall be tolled during the period of time for which 2004
meet and confer or mediation procedures are pending, in accordance with Subsections 10.9.A and 2005
10.9.B. 2006
D. Litigation. Litigation may be commenced only after all reasonable efforts to resolve the dispute(s) 2007
pursuant to Subsections 10.9.A and 10.9.B have failed and any necessary claim(s) have been denied. 2008
10.10 CONTRACTOR’S CORPORATE STATUS 2009
Contractor is a corporation duly organized, validly existing, and in good standing under the laws of the 2010
State. It is qualified to transact business in the State and has the power to own its properties and to carry 2011
on its business as now owned and operated and as required by this Agreement. 2012
238
JUNE 2025 Page 52 City of Dublin Post Collection
10.11 COOPERATION AND DISPUTES BETWEEN CONTRACTORS 2013
Contractor shall fully comply with its obligations to provide services under this Agreement, including 2014
Acceptance of City Delivered Materials by the Collection Contractor in a manner that meets the 2015
requirements of this Agreement and Applicable Law. Contractor shall also fully comply with its obligations 2016
to deliver City Delivered Materials to the Approved Commingled Organic Materials Processing Facility, 2017
Approved Commercial Food Scraps Processing Facility(ies), and Approved Disposal Facility. In the event of 2018
disputes between the Collection Contractor and Contractor, or between Contractor and the Approved 2019
Facility(ies), either party may provide written notice of the dispute to the City and any other party involved 2020
in the dispute. If Contractor initiates a written notice of dispute, such notice shall include a summary of 2021
the dispute, the Section(s) of the Agreement or agreements the asserted dispute arises from, an estimate 2022
of the asserted financial implications to Contractor, and a proposed resolution. Contactor agrees to a 2023
timely meet and confer directly with the Collection Contractor or Approved Facility(ies) in good faith to 2024
resolve the dispute for thirty (30) calendar days following the initial notice to the City and the other 2025
involved party. A longer period may be established if mutually agreed upon between the parties. If at the 2026
end of the thirty (30) day period, Contractor and the Collection Contractor or Contractor and Approved 2027
Facility(ies) have met and conferred in good faith but have not resolved the dispute, either party to the 2028
dispute may notify the City, and the City shall facilitate the dispute resolution procedure in accordance 2029
with Section 10.9, as well as any applicable provisions of the involved party’s contract with the City. In the 2030
event of a dispute, Contractor shall continue performance of Contractor’s obligations under this 2031
Agreement and shall attempt to continue to resolve that dispute in a cooperative manner, including, but 2032
not limited to, negotiating in good faith. 2033
ARTICLE 11. 2034
REPRESENTATIONS AND WARRANTIES OF 2035
THE PARTIES 2036
The Parties, by acceptance of this Agreement, represents and warrants the conditions presented in this 2037
Article. 2038
11.1 ACTS NECESSARY TO PERFORM SERVICE 2039
The City’s failure to specifically require an act necessary to perform any of the services required under 2040
this Agreement and comply with Appliable Law does not relieve Contractor of its obligation to perform 2041
such act, or the service(s) dependent on such act, or to comply with Applicable Law at all times throughout 2042
the Term of this Agreement. Further, any suggestions or recommendations, whether verbal or in writing, 2043
made by the City to Contractor shall not be relied upon by Contractor to the extent such suggestions or 2044
recommendations may compromise or inhibit Contractor’s performance under this Agreement or ability 2045
to comply with Applicable Law. Contractor assumes all liability and responsibility for actions and inactions 2046
to perform services under this Agreement in accordance with Applicable Law and expressly waives any 2047
claims against the City, or use of the City’s actions or inactions as a legal defense for Contractor’s failure 2048
to perform or comply with Applicable Law in the performance of this Agreement. 2049
In the event of any ambiguity as to the interpretation of the Agreement or the requirements of Contractor 2050
under this Agreement, Contractor shall be responsible for seeking clarity and approval from the City prior 2051
to engaging in actions to resolve ambiguities not otherwise explicitly stated in the Agreement. To the 2052
extent that Contractor engages or fails to engage in performing an act in violation of this Agreement or 2053
239
JUNE 2025 Page 53 City of Dublin Post Collection
Applicable Law and fails to obtain explicit written permission from the City in advance, Contractor shall 2054
be solely liable and the City shall not be responsible for any payment, compensation adjustments, or 2055
administrative support arising from Contractor’s actions or inactions. To the extent Contractor’s non-2056
compliance results in increased costs to the City, the City shall notify Contractor, identifying the dollar 2057
value of such cost impacts, and Contractor shall, within thirty (30) calendar days of written notice from 2058
the City, remit such costs to the City in the form of a direct payment sent or delivered to the City or paid 2059
to the City via an electronic payment method. The City retains the right to pursue any remedies specified 2060
in this Article in the event of non-compliance, at the City Representative’s sole discretion. 2061
11.2 CONTRACTOR’S CORPORATE AUTHORIZATION 2062
Contractor has the authority to enter this Agreement and perform its obligations under this Agreement. 2063
The Board of Directors of Contractor (or the shareholders, if necessary) has taken all actions required by 2064
law, its articles of incorporation, its bylaws, or otherwise to authorize the execution of this Agreement. 2065
The Person signing this Agreement on behalf of Contractor represents and warrants that they have 2066
authority to do so. This Agreement constitutes the legal, valid, and binding obligation of Contractor. 2067
11.3 AGREEMENT WILL NOT CAUSE BREACH 2068
To the best of Contractor's and the City’s knowledge, after reasonable investigation, the execution or 2069
delivery of this Agreement, or the performance by such Party of its respective obligations hereunder, does 2070
not conflict with, violate, or result in a breach of: (i) any Applicable Law; or (ii) any term or condition of 2071
any judgment, order, or decree of any court, administrative agency, or other governmental authority, or 2072
any agreement or instrument to which Contractor or the City is a party or by which Contractor or any of 2073
its properties or assets are bound. 2074
11.4 NO LITIGATION 2075
To the best of Contractor's and the City’s knowledge, after reasonable investigation, there is no action, 2076
suit, proceeding, or investigation, at law or in equity, before or by any court or governmental authority, 2077
commission, board, agency, or instrumentality decided, pending, or threatened against either Party 2078
wherein an unfavorable decision, ruling, or finding, in any single case or in the aggregate, would: 2079
A. Materially adversely affect the performance by such Party of its obligations hereunder. 2080
B. Adversely affect the validity or enforceability of this Agreement. 2081
C. Materially adversely affect the financial condition of Contractor, or any surety or entity 2082
guaranteeing Contractor's performance under this Agreement. 2083
11.5 NO ADVERSE JUDICIAL DECISIONS 2084
To the best of Contractor’s and the City’s knowledge, after reasonable investigation, there is no judicial 2085
decision that would prohibit this Agreement or subject this Agreement to legal challenge. 2086
240
JUNE 2025 Page 54 City of Dublin Post Collection
11.6 NO LEGAL PROHIBITION 2087
To the best of each Party’s knowledge, after reasonable investigation, there is no Applicable Law in effect 2088
on the date that Party signed this Agreement that would prohibit the performance of that Party’s 2089
obligations under this Agreement and the transactions contemplated hereby. 2090
11.7 CONTRACTOR’S ABILITY TO PERFORM 2091
Contractor possesses the business, professional, and technical expertise to perform all services, 2092
obligations, and duties as described herein and required by this Agreement, including all Exhibits thereto. 2093
Contractor possesses the ability to secure the equipment, facility, and employee resources required to 2094
perform its obligations under this Agreement in accordance with Applicable Law. 2095
ARTICLE 12. 2096
OTHER AGREEMENTS OF THE PARTIES 2097
12.1 RELATIONSHIP OF PARTIES 2098
The Parties intend that Contractor shall perform the services required by this Agreement as an 2099
independent Contractor engaged by the City and not as an officer or employee of, a partner or agent of, 2100
or joint venturer with the City. No employee or agent of Contractor shall be, or shall be deemed to be, an 2101
employee or agent of the City. Contractor shall have the exclusive control over the manner and means of 2102
performing services under this Agreement, except as expressly provided herein. Contractor shall be solely 2103
responsible for the acts and omissions of its officers, employees, Subcontractors, and agents. Neither 2104
Contractor nor its officers, employees, Subcontractors, and agents shall obtain any rights to retirement 2105
benefits, workers' compensation benefits, or any other benefits that accrue to City employees by virtue 2106
of their employment with the City. 2107
12.2 FINANCIAL INTEREST 2108
Contractor warrants and represents that: (i) no elected official, officer, agent, or employee of the City has 2109
a financial interest directly or indirectly in this Agreement, nor the compensation to be paid under it; (ii) 2110
no City employee who acts in the City as a "purchasing agent," as defined in the appropriate Section of 2111
California statutes, any elected or appointed officer of the City, or any spouse or child of such purchasing 2112
agent, employee, or elected or appointed officer is a partner, officer, director, or proprietor of Contractor; 2113
and, (iii) no such City employee, purchasing agent, City elected or appointed officer, or the spouse or child 2114
of any of them, alone or in combination, has a material interest in Contractor. Material interest means 2115
direct or indirect ownership of more than five percent (5%) of the total assets or capital stock of 2116
Contractor. 2117
12.3 PROHIBITION AGAINST GIFTS 2118
Contractor represents that Contractor is familiar with the City’s prohibition against the acceptance of any 2119
gift by a City officer or designated employee. Contractor shall not offer any City officer or designated 2120
employee any gifts prohibited by the City. 2121
241
JUNE 2025 Page 55 City of Dublin Post Collection
12.4 NONDISCRIMINATION 2122
In the performance of all work and services under this Agreement, Contractor shall not discriminate 2123
against any Person on the basis of such Person's race, sex, color, national origin, religion, marital status, 2124
or sexual orientation. Contractor shall comply with all applicable local, State, and Federal laws and 2125
regulations regarding nondiscrimination, including those prohibiting discrimination in employment. 2126
12.5 COMPLIANCE WITH LAW 2127
Contractor shall, at all times, at its sole cost (except as provided in Section 8.4), comply with all Applicable 2128
Laws now in force and as they may be enacted, issued or amended during the Term. 2129
12.6 GOVERNING LAW 2130
This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the 2131
State. 2132
12.7 JURISDICTION 2133
Any litigation between the Parties arising out of this Agreement shall be brought and concluded 2134
exclusively in the Municipal or Superior Courts of Alameda County, State of California, or in the United 2135
States District Court for the Northern District of California to the fullest extent permissible by law. Each 2136
Party consents to service of process in any manner authorized by California law, which shall have exclusive 2137
jurisdiction over such litigation. With respect to venue, the Parties agree that this Agreement is made in 2138
and will be performed in Alameda County. 2139
12.8 BINDING ON SUCCESSORS 2140
The provisions of this Agreement shall inure to the benefit to and be binding on the successors and 2141
permitted assigns of the Parties. 2142
12.9 ASSIGNMENT 2143
Neither Party shall assign its rights nor delegate or otherwise transfer its obligations under this Agreement 2144
to any other Person without the prior written consent of the other Party. Any such assignment made 2145
without the consent of the other Party shall be void and the attempted assignment shall constitute a 2146
material breach of this Agreement. 2147
For purposes of this Section, "Assignment" shall include, but not be limited to: (i) a sale, exchange, or 2148
other transfer of substantially all of Contractor's local, regional, and/or corporate assets dedicated to 2149
service under this Agreement to a third party; (ii) a sale, exchange, or other transfer of ten percent (10%) 2150
or more of the local, regional, and/or corporate stock or ownership of Contractor to a Person (other than 2151
a transfer of shares in Contractor by the owner of such shares to members of the owner’s family or a trust 2152
for the benefit of the owner’s family, to Contractor or to another owner of shares in Contractor) except 2153
that no cumulative sale, exchange, or transfer of shares may exceed twenty percent (20%) during the 2154
Term of the Agreement (other than a transfer of shares in Contractor by the owner of such shares to 2155
members of the owner’s family or a trust for the benefit of the owner’s family, to Contractor or to another 2156
owner of shares in Contractor); (iii) any reorganization, consolidation, merger, recapitalization, stock 2157
issuance or re-issuance, voting trust, pooling agreement, escrow arrangement, liquidation, or other 2158
242
JUNE 2025 Page 56 City of Dublin Post Collection
transaction to which Contractor or any of its shareholders is a party that results in a change of ownership 2159
or control of ten percent (10%) or more of the value or voting rights in the local, regional, and/or corporate 2160
stock of Contractor (excluding as the result of changes in ownership or control between an owner of 2161
shares in Contractor and Contractor, members of the owner’s family, or a trust for the benefit of the 2162
owner’s family); (iv) any reorganization, consolidation, merger, recapitalization, stock issuance or re-2163
issuance, voting trust, pooling agreement, escrow arrangement, liquidation, or other transaction to which 2164
Contractor or any of its shareholders is a party that results in a change of ownership or control of ten 2165
percent (10%) or more of the value or voting rights in the local, regional, and/or corporate stock of 2166
Contractor that results from changes in ownership or control between an owner of shares in Contractor 2167
and another owner of shares in Contractor, unless Contractor engages a professional manager to oversee 2168
this Agreement; (v) divestiture of an Affiliate (e.g., trucking company, materials recovery facility, Transfer 2169
station) used by Contractor to fulfill its obligations under this Agreement; and, (vi) any combination of the 2170
foregoing (whether or not in related or contemporaneous transactions) that has the effect of any such 2171
transfer or change of local, regional, and/or corporate ownership and/or control of Contractor. For 2172
purposes of this Section, the term "Proposed Assignee" shall refer to the proposed transferee(s) or other 2173
successor(s) in interest pursuant to the Assignment. Except in the event of roman numeral (iv) above, the 2174
requirements of this section do not apply in the event of an assignment to an Affiliate of Contractor having 2175
the same ultimate parent. 2176
Contractor acknowledges that this Agreement involves rendering a vital service to the City's residents and 2177
businesses, and that the City has selected Contractor to perform the services specified herein based on: 2178
(i) Contractor's experience, skill, and reputation for conducting its Organic Materials and Solid Waste 2179
management operations in a safe, effective, and responsible fashion, at all times in keeping with 2180
Applicable Law, regulations, and good waste management practices; and, (ii) Contractor's financial 2181
resources on a local, regional, and/or corporate level to maintain the required equipment and to support 2182
its indemnity obligations to the City under this Agreement. The City has relied on each of these factors, 2183
among others, in choosing Contractor to perform the services to be rendered by Contractor under this 2184
Agreement. 2185
If Contractor requests the City's consideration of and consent to an Assignment, the City may deny or 2186
approve such request in its sole and complete discretion. No request by Contractor for consent to an 2187
Assignment shall need to be considered by the City unless and until Contractor has met the following 2188
requirements. The City may, in its sole discretion, waive one (1) or more of these requirements. 2189
A. On the date the City approves Contractor’s written request for the City’s written consent for an 2190
Assignment and the Assignment occurs, Contractor shall pay the City a transfer fee in the amount 2191
of one percent (1%) of the Gross Receipts for the most recently completed Rate Period. 2192
B. Contractor shall pay the City its actual expenses for attorneys’, consultants’, and accountants’ fees, 2193
staff time, and investigation costs necessary to investigate the suitability of any Proposed Assignee, 2194
and review and finalize any documentation required as a condition for approving any such 2195
Assignment. Such payment shall be required, regardless of the ultimate determination of the City, 2196
with regard to the approval or denial of the Assignment . Upon submittal of Contractor’s request 2197
for Assignment to the City, Contractor shall submit an initial deposit of one hundred thousand 2198
dollars ($100,000) for this purpose. 2199
C. Contractor shall furnish the City with reviewed financial statements of the Proposed Assignee's 2200
operations for the immediately preceding three (3) operating years. 2201
243
JUNE 2025 Page 57 City of Dublin Post Collection
D. Contractor shall furnish the City with satisfactory proof that: (i) the Proposed Assignee has at least 2202
ten (10) years of Organic Materials and Solid Waste management experience on a scale equal to or 2203
exceeding the scale of operations conducted by Contractor under this Agreement; (ii) in the last five 2204
(5) years, the Proposed Assignee has not suffered any citations or other censure from any Federal, 2205
State, or local Contractor having jurisdiction over its waste management operations due to any 2206
significant failure to comply with State, Federal, or local waste management laws and the assignee 2207
has provided the City with a complete list of such citations and censures; (iii) the Proposed Assignee 2208
has, at all times, conducted its operations in an environmentally safe and conscientious fashion; (iv) 2209
the Proposed Assignee conducts its operations and management practices in accordance with 2210
sound waste management practices in full compliance with all Federal, State, and local laws 2211
regulating the Processing and Disposal of Organic Materials and Solid Waste, including Hazardous 2212
Waste; and, (v) any other information required by the City demonstrates that the Proposed 2213
Assignee can fulfill the terms of this Agreement in a timely, safe, and effective manner. 2214
E. Contractor shall provide the City with any and all additional records or documentation that, in the 2215
City Manager’s sole determination, would facilitate the review of the proposed Assignment . 2216
Under no circumstances shall any proposed Assignment be considered by the City if Contractor is in 2217
default at any time during the period of consideration. If, in the City’s sole determination, there is any 2218
doubt regarding the compliance of Contractor with the Agreement, the City may require an audit of 2219
Contractor’s compliance and the costs of such audit shall be paid by Contractor in advance of the 2220
performance of said audit. 2221
12.10 NO THIRD-PARTY BENEFICIARIES 2222
This Agreement is not intended to, and will not be construed to, create any right on the part of any third 2223
party to bring an action to enforce any of its terms. 2224
12.11 WAIVER 2225
The waiver by either Party of any breach or violation of any provisions of this Agreement shall not be 2226
deemed to be a waiver of any breach or violation of any other provision nor of any subsequent breach of 2227
violation of the same or any other provision. The subsequent acceptance by either Party of any monies 2228
that become due hereunder shall not be deemed to be a waiver of any pre-existing or concurrent breach 2229
or violation by the other Party of any provision of this Agreement. 2230
12.12 NOTICE PROCEDURES 2231
All notices, demands, requests, proposals, approvals, consents, and other communications, which this 2232
Agreement requires, authorizes, or contemplates, shall be in writing and shall either be personally 2233
delivered to a representative of the Parties at the address below or deposited in the United States mail, 2234
first class postage prepaid, addressed as follows: 2235
If to the City: 2236
City of Dublin 2237
Attn: City Manager 2238
100 Civic Plaza 2239
Dublin, CA 94568 2240
244
JUNE 2025 Page 58 City of Dublin Post Collection
If to Contractor: 2241
Waste Management of Alameda County, Inc. 2242
Attn: President 2243
1333 E. Turner Road 2244
Lodi, CA 95240 2245
2246
The address to which communications may be delivered may be changed from time to time by a notice 2247
given in accordance with this Section. Notice shall be deemed given on the day it is personally delivered 2248
or, if mailed, three (3) calendar days from the date it is deposited in the mail. Either Party may choose to 2249
provide email notification to the other Party that notice has been deposited in the mail, however such 2250
email notification shall not constitute official notice. 2251
12.13 REPRESENTATIVES OF THE PARTIES 2252
References in this Agreement to the “City” shall mean the City’s elected body, and all actions to be taken 2253
by the City, except as provided below. The City may delegate authority, in writing, to the City Manager 2254
and/or to other City officials and may permit such officials, in turn, to delegate in writing some or all of 2255
such authority to subordinate officers. Contractor may rely upon actions taken by such delegates if they 2256
are within the scope of the authority properly delegated to them. 2257
Contractor shall, by the Effective Date, designate in writing a responsible officer who shall serve as the 2258
representative of Contractor in all matters related to the Agreement. Contractor shall inform the City in 2259
writing of such designation and of any limitations upon his or her authority to bind Contractor. The City 2260
may rely upon action taken by such designated representative as actions of Contractor, unless they are 2261
outside the scope of the authority delegated to him or her by Contractor as communicated to the City. 2262
ARTICLE 13. 2263
MISCELLANEOUS AGREEMENTS 2264
13.1 ENTIRE AGREEMENT 2265
This Agreement is the entire agreement between the Parties with respect to the subject matter hereof 2266
and supersedes all prior and contemporaneous oral and written agreements and discussions. Each Party 2267
has cooperated in the drafting and preparation of this Agreement and this Agreement shall not be 2268
construed against any Party on the basis of drafting. This Agreement may be amended only by an 2269
agreement in writing, signed by each of the Parties hereto. 2270
13.2 SECTION HEADINGS 2271
The Article headings and Section headings in this Agreement are for convenience of reference only and 2272
are not intended to be used in the construction of this Agreement nor to alter or affect any of its 2273
provisions. 2274
245
JUNE 2025 Page 59 City of Dublin Post Collection
13.3 REFERENCES TO LAWS 2275
All references in this Agreement to laws and regulations shall be understood to include such laws as they 2276
may be subsequently amended or recodified, unless otherwise specifically provided herein. 2277
13.4 AMENDMENTS 2278
This Agreement may not be modified or amended in any respect, except in writing signed by the Parties. 2279
13.5 SEVERABILITY 2280
If any non-material provision of this Agreement is for any reason deemed to be invalid and unenforceable, 2281
the invalidity or unenforceability of such provision shall not affect any of the remaining provisions of this 2282
Agreement, which shall be enforced as if such invalid or unenforceable provision had not been contained 2283
herein. 2284
13.6 COUNTERPARTS 2285
This Agreement may be executed in counterparts, each of which shall be considered an original. 2286
13.7 EXHIBITS 2287
Each of the Exhibits identified as Exhibit “A” through “J” is attached hereto and incorporated herein and 2288
made a part hereof by this reference. In the event of a conflict between the terms of this Agreement and 2289
the terms of an Exhibit, the terms of this Agreement shall control. 2290
2291
246
JUNE 2025 Page 60 City of Dublin Post Collection
IN WITNESS WHEREOF, this Agreement is entered into by the Parties hereto in Alameda County, California 2292
on the day and year first above written. 2293
City of Dublin
A Municipal Corporation “CITY”
Waste Management of Alameda County, Inc.
“CONTRACTOR”
City Manager Date
Signature Date
The Foregoing Agreement Has been
Reviewed and Approval Is Recommended:
Print Name of Signatory
Title of Signatory
City Clerk Date
Signature Date
APPROVED AS TO FORM:
Print Name of Signatory
Title of Signatory
City Attorney Date
Dublin Business License #
Approved by City Council
2294
247
EXHIBIT A:
DEFINITIONS
248
This page intentionally left blank.
249
EXHIBIT A
DEFINITIONS
JUNE 2025 Page A-1 Post-Collection Agreement, Exhibit A
For purposes of this Agreement, unless a different meaning is clearly required, the following words and
phrases shall have the following meanings respectively ascribed to them by this Exhibit and shall be
capitalized throughout this Agreement:
“AB 341” means the California Jobs and Recycling Act of 2011 (Chapter 476, Statues of 2011 [Chesbro, AB
341]), also commonly referred to as “AB 341,” as amended, supplemented, superseded, and replaced
from time to time.
“AB 939” means the California Integrated Waste Management Act of 1989 (Division 30 of the California
Public Resources Code), also commonly referred to as "AB 939," as amended, supplemented, superseded,
and replaced from time to time.
“AB 1201” means the Solid Waste: Products: Labeling: Compostability and Biodegradability Assembly Bill
approved by the Governor of the State of California on October 5, 2021, which amended Sections 42356,
42356.1, and 42357 of, and amended the heading of Chapter 5.7 (commencing with Section 42355) of
Part 3 of Division 30 of the Public Resources Code, relating to solid waste, as amended, supplemented,
superseded, and replaced from time to time.
"AB 1594" means the Assembly Bill approved by the Governor of the State of California on September 28,
2014, which amended Sections 40507 and 41781.3 of the Public Resources Code, relating to solid waste,
as amended, supplemented, superseded, and replaced from time to time.
"AB 1826" means the Assembly Bill approved by the Governor of the State of California on September 28,
2014, which added Chapter 12.9 (commencing with Section 42649.8) to Part 3 of Division 30 of the Public
Resources Code, relating to solid waste, as amended, supplemented, superseded, and replaced from time
to time.
“AB 2176” means the Venue and Event Reduction Act of 2004 (an act to amend Section 42911 of, and to
add Chapter 12.7 (commencing with Section 42648) to Part 3 of Division 30 of the Public Resources Code,
relating to Recycling), also commonly referred to as “AB 2176,” as amended, supplemented, superseded,
and replaced from time to time.
"Abandoned Waste” means Large Items and Solid Waste that have been abandoned in the public right of
way or on City property, excluding Exempt Waste, materials generated at homeless encampments, and
incidental litter.
“Accept,” “Accepted,” or “Acceptance” (or any variation thereof) means and refers to materials that
have been delivered to an Approved Facility and have been received by Contractor for Processing and/or
Disposal, in accordance with facility permits and Applicable Law.
“Advanced Clean Fleets Rule” means the California Code of Regulations, Title 13, Sections 2013, 2013.1,
2013.2, 2013.3, 2013.4, 2014,2014.1, 2014.2, 2014.3, 2015, 2015.1, 2015.2, 2015.3, 2015.4, 2015.5,
2015.6, and 2016 of the Public Resources Code, as implemented by the regulations of the California Air
Resources Board (CARB) and as they may be amended, supplemented, superseded, and replaced.
250
EXHIBIT A
DEFINITIONS
JUNE 2025 Page A-2 Post-Collection Agreement, Exhibit A
“Affiliate(s)” means all businesses (including corporations, limited and general partnerships, and sole
proprietorships) that are directly or indirectly related to Contractor by virtue of direct or indirect
Ownership interests or common management, and shall be deemed to be "Affiliated with" Contractor and
included within the term "Affiliates," as used herein. An Affiliate shall include: (i) a business in which
Contractor has a direct or indirect Ownership interest; (ii) a business that has a direct or indirect
Ownership interest in Contractor; and/or, (iii) a business that is also Owned, controlled, or managed by
any business or individual that has a direct or indirect Ownership interest in Contractor. For the purposes
of this definition, “Ownership” means ownership as defined in the constructive ownership provisions of
Section 318(a) of the Internal Revenue Code of 1986, as in effect on the date here, provided that ten
percent (10%) shall be substituted for fifty percent (50%) in Section 318(a)(2)(C) and in Section
318(a)(3)(C) thereof; and Section 318(a)(5)(C) shall be disregarded. For purposes of determining
Ownership under this paragraph and constructive or indirect Ownership under Section 318(a), Ownership
interest of less than ten percent (10%) shall be disregarded and percentage interests shall be determined
on the basis of the percentage of voting interest of value which the Ownership interest represents.
“Agreement” means this Agreement between the City and Contractor, including all Exhibits, and any
future amendments hereto.
“Alternative Daily Cover” or “ADC” has the same meaning as in 27 CCR Section 20690.
“Alternate Commercial Food Scraps Processing Facility” means the Organic Materials Composting Facility
(OMCF) located at the Davis Street Resource Recovery Complex and Transfer Station, which is owned by
Waste Management of Alameda County, Inc. and operated by Zero Waste Energy @ Davis Street, an
Urbaser Project LLC.
“Alternate Disposal Facility” means the Kirby Canyon Landfill in Morgan Hill, CA, which is owned and
operated by Waste Management of California, Inc.
“Alternate Commingled Organic Materials Processing Facility” means the Central Valley Compost Facility
in Lathrop, CA, which is owned and operated by USA Waste of California, Inc.
“Alternate Facility(ies)” means the Processing and/or Disposal Facilities pre-approved by the City for use
under the limited circumstances defined in Subsection 4.1.B. The initial Alternate Facilities are as follows:
(i) Alternate Commingled Organic Materials Processing Facility for Processing and/or Composting, (ii)
Alternate Disposal Facility for Disposal, and (iii) the Alternate Commercial Food Scraps Processing Facility
for Processing and/or Composting.
“Alternative Intermediate Cover” or “AIC” has the same meaning as in 27 CCR Section 20700.
“Applicable Law(s)” means all Federal, State, County, and local laws, regulations, rules, orders, judgments,
decrees, permits, and approvals, or other requirement of any governmental agency having jurisdiction
over the Collection, Transportation, Processing, and Disposal of Recyclable Materials, Organic Materials,
disaster debris (per Section 4.4), and Solid Waste that are in force on the Effective Date and as may be
enacted, issued, or amended during the Term of this Agreement. The Parties acknowledge that, as of the
251
EXHIBIT A
DEFINITIONS
JUNE 2025 Page A-3 Post-Collection Agreement, Exhibit A
date of this Agreement, the State has passed legislation, including, but not limited to, AB 1201, SB 54, SB
343, and the Advanced Clean Fleets Rule, where further regulatory requirements may be established.
“Approved Commercial Food Scraps Processing Facility(ies)” means: (i) the Altamont Pre-Processing and
Covered Aerated Static Pile (CASP) operations, which is owned and operated by Waste Management of
Alameda County, Inc., for Monday through Friday Deliveries; and, (ii) the Organic Materials Composting
Facility (OMCF) located at the Davis Street Resource Recovery Complex and Transfer Station, which is
owned by Waste Management of Alameda County, Inc., and operated by Zero Waste Energy @ Davis
Street, an Urbaser Project LLC, for Saturday Deliveries, pursuant to Subsection 5.2.4. Under the limited
circumstances described in Subsection 4.1.B, the City has pre-approved the use of the Alternate
Commercial Food Scraps Processing Facility for the City’s Commercial Food Scraps.
“Approved Disposal Facility” means the Altamont Landfill, which is owned and operated by Waste
Management of Alameda County, Inc. Under the limited circumstances described in Subsection 4.1.B, the
City has pre-approved the use of the Alternate Disposal Facility.
“Approved Facility(ies)” means any one of or combination of the: Approved Disposal Facility; the
Approved Commingled Organic Materials Processing Facility; and/or the Approved Commercial Food
Scraps Processing Facility(ies).
“Approved Commingled Organic Materials Processing Facility(ies)” means the Altamont CASP, which is
owned and operated by Waste Management of Alameda County, Inc., pursuant to Subsection 5.2.4. Under
the limited circumstances described in Subsection 4.1.B, the City has pre-approved the use of the
Alternate Commingled Organic Materials Processing Facility for the City’s Commingled Organic Materials.
“Back-Haul” means generating and Transporting refuse to a destination owned and operated by the
Generator using the Generator’s own employees and equipment, or as otherwise defined in 14 CCR
Section 18982(a)(66)(A).
"Beneficial Reuse" means use of material for beneficial reuse, which shall include, but not be limited to,
the following: ADC, AIC, final cover foundation layer, liner operations layer, leachate and landfill gas
collection system, construction fill, road base, wet weather operations pads and access roads, and soil
amendments for erosion control and landscaping.
“Bin(s)” means a metal or plastic Container, with a capacity of one (1) cubic yard up to and including eight
(8) cubic yards, designed or intended to be mechanically dumped into a loader packer type Collection
truck that is approved for such purpose by the City.
“Biohazardous or Biomedical Waste” means any waste which may cause disease or reasonably be
suspected of harboring pathogenic organisms, including waste resulting from the operation of medical
clinics, hospitals, and other facilities’ Processing wastes, which may consist of, but are not limited to,
human and animal parts, contaminated bandages, pathological specimens, hypodermic needles,
sharps, contaminated clothing and surgical gloves.
252
EXHIBIT A
DEFINITIONS
JUNE 2025 Page A-4 Post-Collection Agreement, Exhibit A
“Business Days” means days during which the City offices are open to do business with the public.
“California Code of Regulations” or “CCR” means the State of California Code of Regulations. CCR
references in this Agreement are preceded with a number that refers to the relevant Title of the CCR (e.g.,
“14 CCR” refers to Title 14 of CCR).
“Cart(s)” means a heavy plastic receptacle with a rated capacity of at least thirty- two (32) and not more
than ninety-six (96) gallons, or similar size approved by the City, having a hinged tight-fitting lid and
wheels.
“Change in Law” means any of the following events or conditions that have a material and adverse effect
on the performance by either Party or any Subcontractor of its respective obligations under this
Agreement (except for payment obligations) or on the activities of any Approved Facility in connection
with this Agreement:
A. The enactment, adoption, promulgation, issuance, modification, or written change in administrative
or judicial interpretation of any Applicable Law on or after the Effective Date.
B. The order or judgment of any Federal, State, or local governmental body, on or after the Effective
Date, to the extent such order or judgment is not the result of willful or negligent action, error, or
omission, or lack of reasonable diligence of the City or Contractor (or Subcontractor), whichever is
asserting the occurrence of a Change in Law; provided, however, that contesting in good faith or
failure in good faith to contest any such order or judgment shall not constitute or be construed as
such a willful or negligent action, error, or omission, or lack of reasonable diligence.
C. With respect to changes in compensation, Change in Law is limited by the specific provisions of
Subsection 8.4.E.
“City” means the City of Dublin, a municipal corporation, and all the territory lying within its boundaries
as presently existing or as such boundaries may be modified during the Term of this Agreement.
"City Delivered Materials” means Organic Materials, Solid Waste, or Abandoned Materials Collected by,
and delivered by or on behalf of, the Collection Contractor to the Approved Facilities, as defined in this
Agreement, and as further provided in the Collection Agreement, including as it may be amended in the
future.
“City Manager” means the City Manager of the City of Dublin.
“City Reimbursements” means all fees payable to the City, as identified and referenced in Article 7 of this
Agreement. Contractor acknowledges that City Reimbursements are a cost of doing business in the City
and not eligible for profit. Both Parties acknowledge that all City Reimbursements are an allowable cost
of business similar to any license or permit required by Contractor to perform the services required under
this Agreement and will be recovered by Contractor through the Per-Ton Rates.
“City Representative” means the City-designated employee who is responsible for the administrative
management of this Agreement.
253
EXHIBIT A
DEFINITIONS
JUNE 2025 Page A-5 Post-Collection Agreement, Exhibit A
“City Service Area” means the corporate limits of the City.
“Clean Wood” means wood that is not painted, stained, coated, pressure treated, or chemical treated.
Clean Wood may include dimensional lumber, pallets, crates, chopsticks, toothpicks, stir sticks, and
wooden utensils. Clean Wood excludes creosote, lumber treated with chromated copper arsenate (CCA),
melamine coated furniture, and manufactured wood products such as plywood, particle board, oriented
strand board, and medium density fiberboard. Clean Wood is a subset of Organic Materials.
"Closure" (or any variation thereof) means the mandated activities stipulated in Applicable Law and
required to be conducted following conclusion of Disposal activities at the Approved Disposal Facility or
any portion of the Approved Disposal Facility, such that Post-Closure activities can commence, including,
but not limited to, all planning, design, regulatory approvals, plan implementation, construction, and
monitoring.
“Collect” or “Collection” (or any variation thereof) means the act of collecting Organic Materials, Solid
Waste, Abandoned Waste, and other material at the place of generation in the City for delivery to an
Approved Facility.
“Collection Agreement” means the Recyclables, Organics, And Solid Waste Collection Services Agreement
entered into on December 2, 2024 between the City and the Collection Contractor that grants an exclusive
right for the Collection of City Delivered Materials from within the City Service Area.
“Collection Contractor” means the contractor awarded an exclusive franchise by the City to Collect City
Delivered Materials from the City Service Area and deliver such materials to Approved Facilities.
“Commingled Organic Materials” means those discarded Organic Materials that are Collected from a
Residential Generator that includes a mixture of Food Scraps and Yard Trimmings, and Source Separated
Yard Trimmings that are Collected from a Commercial Generator. Commingled Organic Materials do not
include items herein defined as Exempt Waste, nor contaminants such as glass, plastic (including
Compostable Plastics), ceramics, metal, waxed paper, animal waste, restaurant or Commercial Food
Scraps, dirt, treated or painted wood, concrete, or tree stumps.
“Commencement Date” means the date specified in Section 2.1 when Post-Collection Services required
by this Agreement shall be provided.
“Commercial” means of, from, or pertaining to non-Residential Premises where business activity is
conducted, including, but not limited to, retail sales, services, wholesale operations, manufacturing, and
industrial operations, excluding businesses conducted upon Residential property that are permitted under
applicable zoning regulations and are not the primary use of the property.
“Commercial Food Scraps” means discarded Source Separated Food Waste that is Collected from a
Commercial Generator. Commercial Food Scraps do not include items herein defined as Exempt Waste,
Source Separated Yard Trimmings from a Commercial Generator, nor contaminants such as glass, plastic
254
EXHIBIT A
DEFINITIONS
JUNE 2025 Page A-6 Post-Collection Agreement, Exhibit A
(including Compostable Plastics), ceramics, metal, waxed paper, animal waste, dirt, treated or painted
wood, concrete, or tree stumps.
“Commodity” means any individual category and/or grade of the finished Mulch or compost product the
Contractor has generated from the Processing of Organic Materials.
“Community Composting” means any activity that Composts green material, agricultural material, food
material, and vegetative food material, alone or in combination, and the total amount of feedstock and
compost product onsite at any one time does not exceed one hundred (100) cubic yards and seven
hundred fifty (750) square feet, as specified in 14 CCR Section 6 17855(a)(4) or as otherwise defined in 14
CCR Section 18982(a)(8).
“Compactor” means: (i) a mechanical apparatus that compresses materials together with the Container
that holds the compressed materials; or, (ii) a Container that holds the compressed materials if it is
detached from the mechanical compaction apparatus. Compactors include two (2) to four (4) cubic yard
Bin Compactors serviced by front-end loader Collection vehicles and ten (10) to forty (40) cubic yard Drop
Box Compactors serviced by roll-off Collection vehicles.
“Complaint” means each written or orally communicated statement made by any Person, whether to the
City or Contractor, alleging: (i) non-performance or deficiencies in Contractor’s performance of
Contractor’s duties under this Agreement; or, (ii) a violation by Contractor of this Agreement.
“Compost” or “Composting” (or any variation thereof) means the controlled biological decomposition of
Organic Materials such that the resulting material meets the maximum acceptable metal concentration
limits specified in Section 17868.2, pathogen reduction requirements specified in Section 17868.3 of Title
14, CCR Chapter 3.1, and the physical contamination limits of 14 CCR Section 17868.3.1.
“Compostable Paper” means paper products that are approved by the City and Contractor for Collection
or Processing as Organic Material.
“Compostable Plastic(s)” means plastic materials that meet Compostability standards approved or
designated by the City and as set forth under Applicable Law. Compostable Plastic shall be a subset of
Organic Materials, if agreed by the City and Contractor (initially, Compostable Plastic is not an Acceptable
Organic Material).
“Construction and Demolition Debris” or “C&D” means discarded building materials, packaging, debris,
and rubble resulting from construction, alteration, remodeling, repair, or demolition operations on any
pavements, excavation projects, houses, Commercial buildings, or other structures, excluding Exempt
Waste. C&D Debris includes rocks, soils, tree remains, and other Yard Trimmings that result from land
clearing or land development operations in preparation for construction.
“Container(s)” means Bins, Carts, Compactors, Drop Boxes, and Roll-Off Boxes.
“Contractor” means Waste Management of Alameda County, Inc., a corporation organized and operating
under the laws of the State.
255
EXHIBIT A
DEFINITIONS
JUNE 2025 Page A-7 Post-Collection Agreement, Exhibit A
“Contractor’s Compensation” means the monetary compensation received by Contractor in return for
providing services in accordance with this Agreement, as described in Article 8.
“County” means the County of Alameda, California.
“Criminal Activity” means any of the following convictions. The approval of a plea of nolo contendere or
the entry against Contractor or any of its employees of a criminal conviction or a permanent mandatory
or prohibitory injunction from a court, municipality, or regulatory agency of competent jurisdiction, based,
in the case of any of Contractor’s employees, on acts taken in their official capacity on behalf of Contractor
with respect to:
A. Fraud or criminal offense in connection with obtaining, attempting to obtain, procuring, or
performing a public or private agreement.
B. Bribery or attempting to bribe a public officer or employee of a local, State, or Federal agency.
C. Embezzlement, extortion, racketeering, false claims, false statements, forgery, falsification or
destruction of records, obstruction of justice, knowingly receiving stolen property, theft, or
misprision (failure to disclose) of a felony.
D. Unlawful Disposal of Hazardous Waste or Designated Waste, the occurrence of which Contractor
knew or should have known.
E. Violation of antitrust laws, including laws relating to price-fixing, bid-rigging, and sales and market
allocation, and of unfair and anti-competitive trade practices laws, including inflation of Solid Waste
Collection, Transportation, Processing fees, or Disposal Fees.
F. Violation of securities laws.
G. Felonies or misdemeanors involving moral turpitude.
“Designated Waste” means non-Hazardous Waste that may pose special Disposal problems because of
its potential to contaminate the environment and that may be Disposed of only in Class II Disposal sites
or Class III Disposal sites, pursuant to a variance issued by the California Department of Health Services.
Designated Waste consists of those substances classified as Designated Waste by the State in CCR Title
23, Section 2522, as may be amended from time to time.
“Discarded Materials” means Recyclable Materials, Organic Materials, Solid Waste and/or C&D Debris
placed by a Generator in a Container and/or at a location for the purposes of Collection by the Collection
Contractor, excluding Exempt Waste.
“Disposal” or “Dispose” (or any variation thereof) means the final disposition of Solid Waste or
Processing Residue at a Disposal Facility.
“Divert” or “Diversion” (or any variation thereof) means to prevent City Delivered Materials from
Disposal at a landfill or transformation facility (including facilities using incineration, pyrolysis, distillation,
256
EXHIBIT A
DEFINITIONS
JUNE 2025 Page A-8 Post-Collection Agreement, Exhibit A
gasification, or biological conversion methods) through Source Reduction, reuse, Recycling, Composting,
anaerobic digestion, or other method of Processing, in accordance with the provisions of AB 939 and SB
1383. Diversion is a broad concept that is to be inclusive of material handling and Processing changes that
may occur over the Term including, but not limited to, changes in standard industry practice or
implementation of innovative techniques or technology that reduce Disposal risk, decrease costs, and/or
are for other reasons deemed desirable by the City.
“Drop Box” or “Roll-Off Box” means an open-top Container with a capacity of ten (10) to forty (40) cubic
yards that is serviced by a roll-off Collection vehicle.
“Effective Date” means the date on which the latter of the two (2) Parties signs this Agreement, subject
to the provisions of Section 2.2.
“E-Waste” means discarded electronics equipment such as cell phones, computers, monitors, televisions,
and other items containing cathode ray tubes (CRTs).
“Exempt Waste” means Biohazardous or Biomedical Waste, Hazardous Waste, Household Hazardous
Waste, Sludge, soil and dirt, concrete, asphalt, automobiles, automobile parts, boats, boat parts, boat
trailers, internal combustion engines, lead-acid batteries, and those wastes under the control of the
Nuclear Regulatory Commission. Exempt Waste does not include Used Oil, Used Oil Filters, C&D Debris,
Yard Trimmings, or Household Batteries when placed for Collection or as otherwise directed by the City.
“Extended Producer Responsibility Program” means an environmental program or policy codified,
enforced, and/or monitored by local, State, or Federal governments in which a producer’s or retailer’s
administrative, financial, operational, and/or physical responsibility for a product is extended to the post-
consumer stage of a product’s life cycle. Extended Producer Responsibility Programs may be implemented
by individual producers, collective industry organizations such as a producer responsibility organization,
or other regulated entities specified under the program. Such programs may cover individual products or
categories of products, using one (1) or more funding mechanisms, as defined in the regulation
establishing the program.
“Federal” means belonging to or pertaining to the Federal government of the United States.
“Food Scraps” means those Discarded Materials that will decompose and/or putrefy including: (i) all
kitchen and table Food Waste; (ii) animal or vegetable waste that is generated during or results from the
storage, preparation, cooking, or handling of food stuffs; (iii) fruit waste, grain waste, dairy waste, meat,
and fish waste; and, (iv) vegetable trimmings, houseplant trimmings, flowers, and other Compostable
Organic Waste common to the occupancy of Residential dwellings or businesses involved in food
production, preparation, or sales.
“Food-Soiled Paper” means pre- and post-consumer Compostable Paper material that has come in
contact with food or liquid such as, but not limited to, Compostable Paper plates, paper coffee cups, coffee
filters, napkins, and pizza boxes, excluding paper products that are lined or coated with a plastic or non-
organic wax. Food-Soiled Paper is a subset of Food Waste.
257
EXHIBIT A
DEFINITIONS
JUNE 2025 Page A-9 Post-Collection Agreement, Exhibit A
“Food Waste” means Source Separated Food Scraps and Food-Soiled Paper. Food Waste is a subset of
Organic Materials.
“Generator” means any Person whose act or process produces City Delivered Materials or whose act first
causes City Delivered Materials to become subject to regulation.
“Government Fees” means all fees, reimbursements, and other charges assessed by any Federal, State or
local government or governmental agency having jurisdiction over the Transportation, Processing, or
Disposal of City Delivered Materials at or by the Approved Facilities or Alternate Facilities.
“Gross Receipts” means total cash receipts collected from the Collection Contractor by Contractor for the
provision of services pursuant to this Agreement, without any deductions.
“Hazardous Substance” means any of the following: (a) any substances defined, regulated or listed
(directly or by reference) as “Hazardous Substances,” “Hazardous Materials,” “Hazardous Wastes,” “toxic
waste,” “pollutant,” or “toxic substances,” or similarly identified as hazardous to human health or the
environment, in or pursuant to: (i) the Comprehensive Environmental Response, Compensation and
Liability Act (CERCLA) of 1980, 42 USC §9601 et seq. (CERCLA); (ii) the Hazardous Materials Transportation
Act, 49 USC §1802, et seq.; (iii) the Resource Conservation and Recovery Act, 42 USC §6901 et seq.; (iv)
the Clean Water Act, 33 USC §1251 et seq.; (v) California Health and Safety Code §§25115, 25117, and
25281, (vi) the Clean Air Act, 42 USC §7901 et seq.; and, (vii) California Water Code §13050; (b) any
amendments, rules, or regulations promulgated thereunder to such enumerated statutes or acts currently
existing or hereafter enacted; and, (c) any other hazardous or toxic substance, material, chemical, waste,
or pollutant identified as hazardous or toxic or regulated under any other Applicable Law, including,
without limitation, friable asbestos, polychlorinated biphenyls (PCBs), petroleum, natural gas, synthetic
fuel products, and byproducts.
“Hazardous Waste” means any material which is defined as a Hazardous Waste under California or United
States law or any regulations promulgated pursuant to such law, as such law or regulations may be
amended from time to time.
“Holidays” means New Year’s Day, Thanksgiving Day, and Christmas Day.
“Household Battery(ies)” means single-use or rechargeable dry cells (e.g., A, AA, AAA, B, C, D, 9-volt,
button-type) commonly used as power sources for household or consumer products, including, but not
limited to, nickel-cadmium, nickel metal hydride, alkaline, mercury, mercuric oxide, silver oxide, zinc
oxide, nickel-zinc, nickel iron, lithium, lithium ion, magnesium, manganese, and carbon-zinc batteries,
excluding automotive lead acid batteries or other batteries Contractor is prohibited from carrying by
Applicable Law.
“Household Hazardous Waste” or “HHW” means Hazardous Waste generated at Residential Premises
within the City. HHW includes paint, stain, varnish, thinner, adhesives, auto products such as old fuel,
Used Motor Oil, Used Oil Filter, batteries, fluorescent bulbs, tubes, cleaners and sprays, pesticides,
fertilizers and other garden products, needles, syringes, and lancets.
258
EXHIBIT A
DEFINITIONS
JUNE 2025 Page A-10 Post-Collection Agreement, Exhibit A
“Large Items” means large materials, including furniture; carpets; mattresses; refrigerators, ranges, water
heaters, freezers, and other similar household appliances; electronic equipment such as stereos,
televisions, VCRs, PDAs, telephones, and other similar items not containing cathode ray tubes (CRTs);
E-Waste; Reusable Materials; Textiles; tires without rims; oversized Yard Trimmings such as tree trunks
and branches with a diameter of not less than six (6) inches and not more than two (2) feet and a length
of not more than five (5) feet in its longest dimension; or some combination of such items and/or
Discarded Materials in a container, the dimensions of which do not exceed four feet by four feet by two
feet (4'x4'x2') and weighing no more than sixty (60) pounds, which are attributed to the normal activities
of a Residential or Commercial Premises. Large Items must be generated by and at the Residential or
Commercial Premises where the Large Items are Collected. Large Items do not include items herein
defined as Exempt Waste.
“Liquidated Damages” means the amounts due by Contractor for failure to meet specific quantifiable
standards of performance, as described in Section 10.6 and Exhibit F.
“Mulch” means a layer of material applied on top of soil, and, for the purposes of the Agreement, Mulch
shall conform with the following conditions, or conditions as otherwise specified in 14 CCR Section
18993.1(f)(4):
A. Meets or exceeds the physical contamination, maximum metal concentration, and pathogen
density standards for land applications specified in 14 CCR Section 17852(a)(24.5)(A)(1) through (3).
B. Was produced at one (1) or more of the following types of Facilities:
1 A compostable material handling operation or facility as defined in 14 CCR Section
17852(a)(12), that is permitted or authorized under Division 7 of Title 14 of the CCR, other
than a chipping and grinding operation or facility as defined in 14 CCR Section 17852(a)(10)
2. A transfer/processing facility or transfer/processing operation as defined in 14 CCR Section
17402(a)(30) and (31), respectively, that is permitted or authorized under 14 CCR, Division 7,
Chapter 12
3. A solid waste landfill as defined in PRC Section 40195.1 that is permitted under 27 CCR,
Division 2
“Multi-Family” means any Residential Premises, other than a Single-Family Premises, where there is
centralized, shared Collection service for all units in the building.
“Municipal Code” means the City of Dublin Municipal Code, as of the Effective Date and as it may be
amended in the future.
“Occupant” means the Person who occupies a Premises.
“Organic Materials” means Yard Trimmings, Food Scraps, Compostable Paper, and Clean Wood,
individually or collectively, Collected in the City’s Collection program for Organic Waste (as defined in the
Collection Agreement). Organic Materials may also include manure from herbivores (horses, cows, goats,
sheep, rabbits, etc.). No Discarded Material shall be Organic Materials unless it is separated from
259
EXHIBIT A
DEFINITIONS
JUNE 2025 Page A-11 Post-Collection Agreement, Exhibit A
Recyclable Materials and Solid Waste. Commingled Organic Materials and Commercial Food Scraps are a
subset of Organic Materials.
“Organic Waste” means wastes containing material originated from living organisms and their metabolic
waste products, including, but not limited to, food, Yard Trimmings, organic Textiles and carpets, lumber,
wood, paper products, printing and writing paper, manure, biosolids, digestate, and sludges, or as
otherwise defined in 14 CCR Section 18982(a)(46). Biosolids and digestate are as defined in 14 CCR Section
18982(a)(4) and 14 CCR Section 18982(a)(16.5), respectively.
“Owner” means the Person(s) holding legal title to real property and/or any improvements thereon and
shall include the Person(s) listed on the latest equalized assessment roll of the County Assessor.
“Party” or “Parties” means the City and Contractor, individually or together.
“Person(s)” means any individual, firm, association, organization, partnership, consortium, corporation,
trust, joint venture, Commercial entity, governmental entity, public entity, or any other legal Person.
"Per-Ton Rate" or “Rate” means the per-unit compensation owed to Contractor by the Collection
Contractor for each Ton of City Delivered Materials as payment for all Post-Collection Services provided
under this Agreement, and as adjusted annually as provided in Article 8.
"Post-Closure" means the mandated activities stipulated in Applicable Law requiring long-term
monitoring and maintenance of the Approved Disposal Facility, or of any portion of the Approved Disposal
Facility, that has been fully Closed in compliance with Applicable Law.
"Post-Collection Services” means Organic Materials Processing and Solid Waste and Residue Disposal.
“Premises” means any land or building in the City where Recyclable Materials, Organic Materials, or Solid
Waste are generated or accumulated.
“Processing” means to prepare, treat, or convert through some special method, including the controlled
separation, recovery, volume reduction, conversion, or Recycling of City Delivered Materials, including,
but not limited to, organized, manual, automated, or mechanical sorting, the use of vehicles for the
spreading of waste for the purpose of recovery, and/or the use of conveyor belts, sorting lines, or volume
reduction equipment, or as otherwise defined in 14 CCR Section 17402(a)(20), including Composting.
“Processing Facility” means: (i) any plant or site used for the purpose of sorting, cleansing, treating, or
reconstituting Recyclable Materials or Reusable Materials for the purpose of making such material
available for Recycling or reuse; or, (ii) the facility for the Processing and/or Composting of Organic
Materials.
“Prohibited Container Contaminants” means: (i) City Delivered Materials placed in the Recyclable
Materials Container that are not identified as Acceptable Recyclable Materials for the City’s Recyclable
Materials Container; (ii) City Delivered Materials placed in the Organic Materials Container that are not
identified as Acceptable Organic Materials for the City’s Organic Materials Container; (iii) City Delivered
260
EXHIBIT A
DEFINITIONS
JUNE 2025 Page A-12 Post-Collection Agreement, Exhibit A
Materials placed in the Solid Waste Container that are Acceptable Recyclable Materials and/or Organic
Materials to be placed in the City’s Organic Materials Container and/or Recyclable Materials Container;
and, (iv) Exempt Waste placed in any Container.
“Rate Period” means a twelve (12) month period, commencing July 1 and concluding June 30.
“RCRA” means the Resource Conservation and Recovery Act (42 U.S.C. Section 6900 et. seq.).
“Recyclable Materials” means those materials which are capable of being Recycled and which would
otherwise be Processed or Disposed of as Solid Waste. Recyclable Materials include those materials
defined by the City, including newsprint (including inserts); mixed paper (including magazines, catalogs,
envelopes, junk mail, corrugated Cardboard, brown bags and paper, paperboard, paper egg cartons, office
ledger paper, and telephone books); glass containers; aluminum beverage containers; small scrap and
cast aluminum (not exceeding forty (40) pounds in weight nor two (2) feet in any dimension for any single
item); steel, including "tin" cans, aerosol cans (empty, non-toxic products) and small scrap (not exceeding
forty (40) pounds in weight nor two (2) feet in any dimension for any single item); bimetal containers;
plastic bottles (#1-7); aluminum foil and pans; dry cell Household Batteries when contained in a sealed
heavy- duty plastic bag; and those materials added by Contractor, and approved by the City, from time to
time.
“Recycle” or “Recycling” (or any variation thereof) means the process of sorting, cleansing, treating, and
reconstituting at a Recyclable Materials Processing Facility or a Secondary Processing Facility materials
that would otherwise be Disposed of at a landfill for the purpose of returning such materials to the
economy in the form of raw materials for new, reused, or reconstituted products. Recycling does not
include any thermal or chemical conversion methods.
“Residential” means of, from, or pertaining to a Single-Family Premises, or Multi-Family Premises
including Single-Family homes, apartments, condominiums, townhouse complexes, mobile home parks,
and cooperative apartments.
“Residue” or “Residual” means those materials which, after Processing, are Disposed rather than
Recycled, Composted, or otherwise recovered due to either the lack of markets for materials or the
inability of the Processing Facility to capture and recover the materials.
“Responsible End Markets” shall have the same meaning as in SB 54, as it may be amended,
supplemented, superseded, and replaced from time to time.
“Reusable Materials” means items that are capable of being used again after minimal Processing.
Reusable Materials may be Collected, Source Separated, or recovered through a Processing Facility and
reuse markets developed by Contractor. Reusable Materials may include, but are not limited to, Textiles,
furniture, sporting equipment, toys; house wares; working computers; undamaged monitors; cell phones;
books; working small refrigerators, ranges, water heaters, freezers, and other similar household
appliances; working VCRs; and/or working stereos.
261
EXHIBIT A
DEFINITIONS
JUNE 2025 Page A-13 Post-Collection Agreement, Exhibit A
“SB 54” means the Plastic Pollution Prevention and Packaging Producer Responsibility Act approved by
the California Governor on June 30, 2022, which amended Section 41821.5 of the Public Resources Code
to add Chapter 3 (commencing with Section 42040) to Part 3 of Division 30, as amended, supplemented,
superseded, and replaced from time to time. For the purposes of this Agreement, SB 54 includes any
implemented regulations developed by CalRecycle, as amended supplemented, superseded, and replaced
from time to time.
“SB 343” means the Environmental Advertising: Recycling Symbol: Recyclability: Products and Packaging
Senate Bill approved by the California Governor on October 5, 2021, which amended Sections 17580,
17580.5 of the Business and Professions Code, and amended Sections 18015 and 42355.5 of, and added
Section 42355.51 to, the Public Resources Code, relating to environmental advertising, as amended,
supplemented, superseded, and replaced from time to time. For the purposes of this Agreement, SB 343
includes any implemented regulations developed by CalRecycle, as they may be amended supplemented,
superseded, and replaced from time to time.
“SB 1016” means Senate Bill 1016 approved by the Governor of the State of California on September 26,
2008, which amended Sections 40183, 40184, 41783, 41820.6, 41821, 41850, 42921, and 42926 of,
amended the headings of Article 4 (commencing with Section 41825) and Article 5 (commencing with
Section 41850) of Chapter 7 of Part 2 of Division 30 of, added Sections 40127, 40145, 40150.1, 41780.05,
42921.5, and 42927 to, and repealed and added Section 41825 of, the Public Resources Code, relating to
solid waste, as amended, supplemented, superseded, and replaced from time to time.
“SB 1383” means the Short-Lived Climate Pollutants Act of 2016 (an act to add Sections 39730.5, 39730.6,
39730.7, and 39730.8 to the Health and Safety Code, and Chapter 13.1 (commencing with Section 42652)
to Part 3 of Division 30 of the Public Resources Code, establishing methane emissions reduction targets in
a Statewide effort to reduce emissions of short-lived climate pollutants, as amended, supplemented,
superseded, and replaced from time to time.
"Secondary Processing Facility” means any downstream facility that receives City Delivered Materials and
further Processes such material to recover additional material for Recycling and/or to prepare the
material for use in a final product and/or for marketing as an input for a new product. A Secondary
Processing Facility includes any downstream facility that receives City Delivered Materials for further
Processing prior to final decomposition into a compost product or readies the material for sale as Mulch.
A Secondary Processing Facility may be the same/initial facility at which City Delivered Materials were
received or Processed or any additional facility(ies) to which such materials are Transported.
“Self-Haul” means the Collection and Transportation of City Delivered Materials, C&D Debris, Large Items,
or Reusable Materials by Persons other than the Collection Contractor, including the Generator thereof
and the Owner or Occupant of Residential or Commercial Premises located in the City where such
materials were generated.
“Self-Haul(er)” means a Person who Self-Hauls, or as otherwise defined in 14 CCR Section 18982(a)(66).
Self-Hauler also includes a Person who Back-Hauls waste.
262
EXHIBIT A
DEFINITIONS
JUNE 2025 Page A-14 Post-Collection Agreement, Exhibit A
“Single-Family” means, notwithstanding any contrary definition in the City’s Municipal Code, any
detached or attached house or residence designed or used for occupancy by one (1) family, provided that
Collection service is provided to such Premises as an independent unit.
“Sludge” means the accumulated solids, residues, and precipitates generated as a result of waste
treatment or Processing, including wastewater treatment, water supply treatment, or operation of an
air pollution control facility, and mixed liquids and solids pumped from septic tanks, grease traps,
privies, or similar disposal appurtenances, or any other such waste having similar characteristics or
effects.
“Solid Waste” means solid waste as defined in California Public Resources Code, Division 30, Part 1,
Chapter 2, §40191 and regulations promulgated hereunder. Excluded from the definition of Solid Waste
are Exempt Waste, C&D Debris, Source Separated Recyclable Materials, Source Separated Organic
Materials, and radioactive waste. Notwithstanding any provision to the contrary, Solid Waste may include
de minimis volumes or concentrations of waste of a type and amount normally found in Residential Solid
Waste after implementation of programs for the safe Collection, Recycling, treatment, and Disposal of
HHW in compliance with Section 41500 and 41802 of the California Public Resources Code, as may be
amended from time to time. Solid Waste includes salvageable materials only when such materials are
included for Collection in a Solid Waste Container, not Source Separated from Solid Waste at the site of
generation.
“Source Reduction” means and refers to the reduction in overall volume of City Delivered Materials
generated. Methods of Source Reduction include, but are not limited to, shifting to reusable or refillable
packaging or a reusable product or eliminating unnecessary packaging.
“Source Separated” means the segregation, by the Generator, of materials by material type designated
for separate Collection for some form of Recycling, Composting, recovery, or reuse.
“State” means the State of California.
“Stewardship Organization” means a Person(s) that is approved or designated under Applicable Law or
by a relevant governing body, including, but not limited to, CalRecycle, CARB, or the County to manage,
coordinate, fund, or otherwise oversee one (1) or more Extended Producer Responsibility Programs. The
applicable Stewardship Organization for each Extended Producer Responsibility Program under this
Agreement shall be designated pursuant to Applicable Law.
“Subcontractor” means a Person who has entered into a contract, express or implied, with Contractor for
the performance of an act that is necessary for Contractor’s fulfillment of its obligations for providing
services under this Agreement. Notwithstanding any other provision in this Agreement, Vendors providing
materials, supplies, or professional services to Contractor shall not be considered Subcontractors for any
purpose under this Agreement (except as explicitly provided in Section 3.3 of this Agreement).
“Term” means the Term of this Agreement, including extension periods if granted, as provided for in
Article 2.
263
EXHIBIT A
DEFINITIONS
JUNE 2025 Page A-15 Post-Collection Agreement, Exhibit A
“Textiles” means clean items made of thread, yarn, fabric, or cloth. Examples include clothes, fabric
trimmings, draperies, and all natural and synthetic cloth fibers. This waste type does not include cloth-
covered furniture, mattresses, leather shoes, leather bags, or leather belts.
“Ton” or “Tonnage” means a unit of measure for weight equivalent to two thousand (2,000) standard
pounds per each ton where each pound contains sixteen (16) ounces.
“Transfer” means the act of transferring City Delivered Materials from the Collection Contractor’s Route
vehicles into larger vehicles for Transport to Approved Facilities for the purpose of Recycling, Processing,
or Disposing of such materials.
“Transport” or “Transportation” (or any variation of) means the act of conveying City Delivered Materials
from one (1) location to another.
“Used Oil” means any oil that has been refined from crude oil or has been synthetically produced, and is
no longer useful to the Generator because of extended storage, spillage, or contamination with non-
hazardous impurities such as dirt or water; or has been used and, as a result of such use, has been
contaminated with physical or chemical impurities. Used Oil must be generated by and at the Residential
Premises where the Used Oil is Collected. Used Oil does not include transmission fluid.
“Used Oil Filter” means any oil filter that is no longer useful to the Generator because of extended
storage, spillage, or contamination with non-hazardous impurities such as dirt or water; or has been used
and, as a result of such use, has been contaminated with physical or chemical impurities. Used Oil Filters
must be generated by and at the Residential Premises where the Used Oil Filter is Collected.
“Vendor” means a Person who has entered into a contract with Contractor for performance of an act that
is necessary for Contractor’s fulfillment of an unsubstantial portion of its obligations for providing services
under this Agreement. Vendors include, but are not limited to, printers of public education and outreach
materials, document translators, material and supply providers, and professional service providers.
“Working Day(s)” means days on which Contractor is required to provide Post-Collection Services under
this Agreement.
“Yard Trimmings” means any vegetative matter or Organic Materials resulting from normal yard and
landscaping maintenance, including, but not limited to, plant debris, such as palm, yucca and cactus, grass
clippings, leaves, pruning, weeds, branches, brush, small pieces of unpainted and untreated wood, holiday
trees (that are free of all non-Organic Wastes including decorations, flocking, etc.), and other forms of
vegetative waste. Yard Trimmings must be generated by and at the Premises where the Yard trimmings
are Collected. Yard Trimmings do not include items herein defined as Exempt Waste. Yard trimmings are
a subset of Organic Materials.
264
This page intentionally left blank.
265
EXHIBIT B:
PERFORMANCE BOND
266
This page intentionally left blank.
267
EXHIBIT C:
ACCEPTED ORGANIC MATERIALS
268
This page intentionally left blank.
269
EXHIBIT C
ACCEPTED ORGANIC MATERIALS
JUNE 2025 Page C-1 Post-Collection Agreement, Exhibit C
Material types Accepted by Contractor at the Organic Materials Processing Facilities that Contractor
intends to consistently Process and market include the defined material types from Exhibit A:
1. “Commingled Organic Materials,” which means those discarded Organic Materials that are
Collected from a Residential Generator that includes a mixture of Food Scraps and Yard
Trimmings, and Source Separated Yard Trimmings that are Collected from a Commercial
Generator. Commingled Organic Materials do not include items herein defined as Exempt Waste,
nor contaminants such as glass, plastic (including Compostable Plastics), ceramics, metal, waxed
paper, animal waste, restaurant or Commercial Food Scraps, dirt, treated or painted wood,
concrete, or tree stumps.
2. “Commercial Food Scraps,” which means discarded Source Separated Food Waste that is
Collected from a Commercial Generator. Commercial Food Scraps do not include items herein
defined as Exempt Waste, Source Separated Yard Trimmings from a Commercial Generator, nor
contaminants such as glass, plastic (including Compostable Plastics), ceramics, metal, waxed
paper, animal waste, dirt, treated or painted wood, concrete, or tree stumps.
Additional definitions from Exhibit A that are referenced in these two types of materials Accepted in each
of the Collection programs include:
• “Source Separated,” which means the segregation, by the Generator, of materials by material type
designated for separate Collection for some form of Recycling, Composting, recovery, or reuse.
• “Clean Wood,” which means wood that is not painted, stained, coated, pressure treated, or chemical
treated. Clean Wood may include dimensional lumber, pallets, crates, chopsticks, toothpicks, stir
sticks, and wooden utensils. Clean Wood excludes creosote, lumber treated with chromated copper
arsenate (CCA), melamine coated furniture, and manufactured wood products such as plywood,
particle board, oriented strand board, and medium density fiberboard. Clean Wood is a subset of
Organic Materials.
• “Compostable Paper,” which means paper products that are approved by the City and Contractor for
Collection or Processing as Organic Material.
• “Compostable Plastics,” which means plastic materials that meet Compostability standards approved
or designated by the City and as set forth under Applicable Law. Compostable Plastic shall be a subset
of Organic Materials, if agreed by the City and Contractor (initially, Compostable Plastic is not an
Acceptable Organic Material).
• “Food-Soiled Paper,” which means pre- and post-consumer Compostable Paper material that has
come in contact with food or liquid such as, but not limited to, Compostable Paper plates, paper coffee
cups, coffee filters, napkins, and pizza boxes, not to include paper products that are lined or coated
with a plastic or non-organic wax. Food-Soiled Paper is a subset of Food Waste.
• “Food Waste,” which means Source Separated Food Scraps and Food-Soiled Paper. Food Waste is a
subset of Organic Materials.
270
EXHIBIT C
ACCEPTED ORGANIC MATERIALS
JUNE 2025 Page C-2 Post-Collection Agreement, Exhibit C
• “Yard Trimmings,” which means any vegetative matter or Organic Materials resulting from normal
yard and landscaping maintenance, including, but not limited to, plant debris, such as palm, yucca and
cactus, grass clippings, leaves, pruning, weeds, branches, brush, small pieces of unpainted and
untreated wood, holiday trees (that are free of all non-Organic Wastes including decorations, flocking,
etc.), and other forms of vegetative waste. Yard Trimmings must be generated by and at the Premises
where the Yard trimmings are Collected. Yard Trimmings do not include items herein defined as
Exempt Waste. Yard trimmings are a subset of Organic Materials.
271
EXHIBIT D:
REPORTING REQUIREMENTS
272
This page intentionally left blank.
273
EXHIBIT D
REPORTING REQUIREMENTS
JUNE 2025 Page D-1 Post-Collection Agreement, Exhibit D
1. General
Records shall be maintained in forms and by methods that facilitate flexible use of the data contained in
them to structure reports as needed. Reports are intended to compile recorded data into useful forms of
information that can be used to, among other things:
• Determine and set Per-Ton Rates and evaluate the financial efficacy of operations.
• Evaluate past and expected progress towards achieving Contractor’s Diversion goals and objectives.
• Provide concise and comprehensive operational information and metrics for use in fulfilling reporting
requirements under Applicable Law.
• Determine needs for adjustment to programs or operations.
• Determine compliance with AB 341, AB1201, AB 1826, SB 54, SB 343, SB 1383, and all Applicable Law.
• Coordinate operational and logistical matters between Contractor and the Collection Contractor.
2. Monthly Reports
Contractor shall submit reports each month. Reports shall include, at a minimum, the following
information for each Approved Facility, separated by material type:
1. Total number of vehicle loads Delivered by the Collection Contractor per day and a sum of total
vehicle loads Delivered during the reporting period.
2. Actual Tonnage of each vehicle load Delivered by the Collection Contractor and a sum of total Tons
Delivered by the Collection Contractor during the reporting period.
3. Average Tons per vehicle load Delivered by Collection Contractor during the reporting period.
4. Average Tons per day Delivered by the Collection Contractor during the reporting period.
5. Total Tons of material delivered by all Approved Facility users, by user type, during the reporting
period.
6. Total Tons of material Processed during the reporting period.
7. Total Tons of City Delivered Material Diverted and the Diversion rate listed separately by each
recovered material Commodity, calculated using the approved allocation method described in
Exhibit I.
8. Actual vehicle Turnaround Time for each vehicle load delivered by the Collection Contractor
(determined in accordance with Subsection 5.2.7 during the reporting period, upon request from
the Collection Contractor or the City to resolve potential disputes for exceeding the maximum
vehicle turn-around times in the Agreement).
274
EXHIBIT D
REPORTING REQUIREMENTS
JUNE 2025 Page D-2 Post-Collection Agreement, Exhibit D
9. Date, time, Collection Contractor truck number, and reason for Contractor rejection of any City
Delivered Material vehicle loads. Note: This is in addition to the on-event reporting required for
each event.
10. List of any Violations resulting in enforcement action received during the reporting period.
11. The total Tonnage of material generated in the City that is Delivered by any Facility user, including
Self-Haulers, separated by material type.
12. Any operational or financial records related to Extended Producer Responsibility Programs, if any,
including, but not limited to:
• Invoices or receipts for new or retrofitted equipment or vehicles purchased to implement the
Extended Producer Responsibility Program.
• Changes to labor costs as a result of implementing the Extended Producer Responsibility
Program.
• Records of reimbursements or payments made to Contractor by the Extended Producer
Responsibility Programs or Stewardship Organization.
• Supporting documents related to the calculation used to determine costs allocated to the City
versus other facility users.
Each monthly report shall be formatted to show both: (i) the previous months for the calendar year with
year-to-date totals; and, (ii) the prior rolling twelve (12) month period.
3. Quarterly Report
Contractor shall submit a report each quarter. Reports shall include, at a minimum, the following
information:
1. Tonnage of Commingled Organic Materials delivered by the City to the Approved Commingled
Organic Processing Facility (Altamont CASP) and Commercial Food Scraps delivered by the City to
the Approved Commercial Food Scraps Processing Facility (Altamont) in the previous quarter, based
on Contractor Fastlane data.
2. Tonnage of materials delivered to the Approved Commingled Organic Materials Processing Facility
(Altamont CASP), inclusive of pre-Processed material from the Approved Commercial Food Scraps
Processing Facility (Altamont) in the previous quarter (all sources), based on Contractor Fastlane
data.
3. The “Solid Waste for Disposal” amount reported by Altamont CASP to Recycling and Disposal
Reporting System (RDRS) with regard to the previous quarter. Such material is Residue generated
by the Altamont CASP that is Disposed (not used as ADC or Beneficial Reuse).
275
EXHIBIT D
REPORTING REQUIREMENTS
JUNE 2025 Page D-3 Post-Collection Agreement, Exhibit D
4. Annual Report
Contractor shall submit an annual report no later than forty-five (45) days after the end of each calendar
year. The annual reports shall include, at a minimum, the following information:
1. All information required in the monthly reports, reported for the full calendar year.
2. Documentation that Contractor paid all Government Fees and taxes necessary to provide services
under this Agreement in accordance with Applicable Law.
3. An Approved Disposal Facility capacity status report that identifies the remaining permitted
capacity, the aggregate capacity committed to other entities through Contractor’s contracts, the
available, uncommitted capacity, and the estimated remaining years of Approved Disposal Facility
capacity.
4. Copies of the waste evaluation reports conducted in accordance with 14 CCR Section 17409.5.7.
5. Copies of quarterly Organic Waste Disposal reports completed and submitted to the State in
accordance with Subsection 4.2.C of the Agreement.
6. Copies of all RDRS Quarterly Report Summaries submitted to CalRecycle during the reporting year,
including underlying supporting data.
7. A description of any advances in environmental mitigation measures; any advanced technologies
utilized in the course of business; any pilot programs which test advanced technologies; any new
third-party certifications for Diversion or other Facility standards; and reports on any recent,
pending, or planned changes in facility permits.
8. A description of any issues, plans, and concerns related to the use of the Approved Facilities during
the past year and anticipated changes for the following year, including, but not limited to, additional
services provided or available, actual or anticipated need for use of Alternate Facilities, regulatory
issue or concerns, permit and regulatory violations, changes in staffing, equipment, or operations
related to Contractor’s ability to perform under the Agreement, etc.
9. A list of all Secondary Processing Facilities used during the report year to Process, Recycle, or
Compost City Delivered Materials. Such list shall include the facility’s name, physical address, and
the name of the Owner/facility operator.
10. Documentation of all City Delivered Materials sent to Secondary Processing Facilities, including the
type of materials sent to each Secondary Processing Facility and the total Tons sent to each
Secondary Processing Facility by material type.
11. An explanation of any recently adopted laws or regulations or changes to laws or regulations that
Contractor expects may impact this Agreement or Contractor’s operations during the Agreement
Term.
12. Any State facility report, including those required under Subsection 4.2.C and Exhibit J, that
Contractor submits to CalRecycle or to Contractor’s RDRS coordinator. Such State facility reports
276
EXHIBIT D
REPORTING REQUIREMENTS
JUNE 2025 Page D-4 Post-Collection Agreement, Exhibit D
include those submitted for any of the Approved Facilities Contractor is utilizing under this
Agreement. Such annual submittals shall be in accordance with Applicable Law. If these reports are
available on electronic platforms, they can be incorporated by reference in the annual report.
13. A written notice confirming whether the Approved Commingled Organic Materials Processing
Facility and Approved Commercial Food Scraps Processing Facility(ies) will or will not Accept and
remove plastic bags when Processing Organic Materials.
14. In accordance with Subsection 5.2.2.D, a record of all compliance agreements for quarantined
Organic Materials that are Disposed of, including the name of Generator (if known) or Person
Delivering such material, date issued, location of final Disposition, and the amount of quarantined
Organic Materials that was required to be Disposed.
277
EXHIBIT E:
INITIAL RATES FOR POST-COLLECTION SERVICES
278
This page intentionally left blank.
279
EXHIBIT E
INITIAL RATES FOR POST-COLLECTION SERVICES
JUNE 2025 Page E-1 Post-Collection Agreement, Exhibit E
280
This page intentionally left blank.
281
EXHIBIT F:
PERFORMANCE STANDARDS AND LIQUIDATED
DAMAGES
282
This page intentionally left blank.
283
EXHIBIT F
PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES
JUNE 2025 Page F-1 Post-Collection Agreement, Exhibit F
Except as otherwise provided in Section 10.7 of the Agreement, the City may assess Liquidated Damages
in the event Contractor fails to meet specific quantifiable standards of performance in accordance with
the terms and conditions of the Agreement.
The following table lists the events that constitute breaches of the Agreement's standard of performance
warranting the imposition of Liquidated Damages. The table describes the incident(s) or event(s) that
trigger Liquated Damages, the methods by which occurrences will principally be tracked by Contractor or
the City, and the dollar amounts of Liquidated Damages that the City may assess for Contractor’s failure
to meet the performance requirements specified in this Agreement. In the event that the City Contract
Manager determines that Contractor has failed to meet the performance standard established by this
Agreement and described below, the City may assess Liquidated Damages pursuant to Section 10.6 of the
Agreement. The dollar amounts of all Liquidated Damages listed in the table below shall be adjusted on
July 1 of each year, in accordance with Section 8.3, by the Annual Percentage Change in the CPI-U.
284
EXHIBIT F
PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES
JUNE 2025 Page F-2 Post-Collection Agreement, Exhibit F
Event of Non-Performance Definition Liquidated Damage Amount
Failure to meet vehicle turnaround
guarantees specified in Subsection 5.2.7.
Contractor shall operate the Approved Facilities
such that vehicle turnaround times do not exceed
the maximum vehicle turnaround time identified in
Subsection 5.2.7.
For Collection Contractor vehicles:
$100 per vehicle delayed.
Failure to receive vehicles during operating
hours specified in Subsection 5.2.4.
Failure of Contractor to open the Approved Facility
to the Collection Contractor during operating days
and hours specified in Subsection 5.2.4.
$1,000 per hour that the Approved Facility is
not open to receive the Collection
Contractor.
Failure of Contractor to separately receive,
store, Transfer, or otherwise manage
different streams of materials received at the
Approved Facility(ies) in a manner that does
not result in contamination. This would not
apply to loads that have excess
contamination, as set forth in Subsection
5.2.3 of the Agreement.
Failure of Contractor to separately receive, store,
Transfer, or otherwise manage Commingled
Organic Materials and Commercial Food Scraps that
were Source Separated by the Generator or Person
delivering the material and that were delivered to
the Approved Facility in a manner that does not
result in contamination.
$100 per Ton for each Ton of material that
has been combined, mixed, or
contaminated with another material
stream rather than separately managed,
where the total Tons per incident shall be
the combined Tonnage of the two (2) or
more material streams or contaminants
that were combined or mixed.
Failure of Contractor to achieve regulatory
compliance performance standards of
Subsection 5.2.1.
For each Notice of Violation resulting in an
enforcement action that any part of Contractor’s
Approved Facility(ies) receives from any regulatory
body related to Contractor’s responsibilities as they
pertain to the operation of the Approved
Facility(ies), as outlined in this Agreement.
$5,000 per month or portion thereof until the
Notice of Violation is resolved.
Failure of Contractor to perform required SB
1383 material sampling or to properly
conduct the sampling, sorting, or
measurements, as required under Applicable
Law.
Failure of Contractor to perform the SB 1383
material sampling, sorting, or measurements
required under SB 1383.
$500 per sample not collected in a given
quarter or per sample in which the sampling,
sorting, or measurements were not properly
conducted.
Timeliness of submissions of reports to the
City.
Failure to submit any report on time to the City (any
report shall be considered late until such time as a
correct and complete report is received by the
City).
$500 per day for each day a report is late, in
accordance with Section 6.3.
Failure to make records available upon
request and as required under the
Failure of Contractor to make reports and records
collected and retained by Contractor accessible to
$500 per day for each day that the requested
records are not available to the City in
285
EXHIBIT F
PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES
JUNE 2025 Page F-3 Post-Collection Agreement, Exhibit F
Event of Non-Performance Definition Liquidated Damage Amount
Agreement (Section 6.2). the City or its authorized representatives within five
(5) Business Days of making a records request.
accordance with Section 6.2.
Failure of Contractor to notify the City of
intent to use Subcontractor(s), as required
under the Agreement (Section 3.3).
Failure of Contractor to notify the City anytime that
a Subcontractor is used to perform any obligations
of the Agreement.
$1,000 per incident that Contractor fails to
notify the City of its intent to use a
Subcontractor.
Failure of Contractor to provide an accurate
written response to information requested
by the City and required under the
Agreement (Section 6.1).
Failure of Contractor to provide a complete and
accurate written response to the City’s request
within the timeframe specified in the Agreement
(which shall not be less than ten (10) Business Days
if no timeframe is specified in the Agreement).
$500 per day for each day that the requested
information is late in accordance with Section
6.1.
Failure of Contractor to Accept City Delivered
Materials at any Approved Facility under this
Agreement.
Inability of Contractor to Accept City Delivered
Materials at the appropriate Approved Facility for
that material type for any reason other than an
event of force majeure, and without prior
arrangement for use of an Alternate Facility.
$200 per Ton.
Failure to report use of any Secondary
Processing Facility not listed in Exhibit G5.
Failure of Contractor to report use of any Secondary
Processing Facility used to Process, Recycle, or
Compost City Delivered Materials.
$500 per Load of material Delivered to a
Secondary Processing Facility without prior
notice to, and approval by, the City.
Delivery to Non-Approved Facility Each individual occurrence of delivering City
Delivered Materials to a facility other than the
Approved or Alternate Facility(ies) designated for
each material type under Article 4 of this
Agreement.
$500 per failure.
Disposal of materials Collected for Diversion. Each individual occurrence of Disposal of a load of
Delivered Organic Materials or Recyclable Materials
without Processing.
$1,000 per Load.
Failure to Provide Adequate Capacity. Failure to provide adequate primary and alternate
capacity to Accept and Process City Delivered
Materials.
$1,000 per Day.
286
EXHIBIT F
PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES
JUNE 2025 Page F-4 Post-Collection Agreement, Exhibit F
By placing designee’s initials at the places provided, each Party specifically confirms the accuracy of the
statements made above and the fact that each Party has had ample opportunity to consult with legal
counsel and obtain an explanation of Liquidated Damage provisions of the time that the Agreement was
made.
Contractor City
Initial Here: ___________ Initial Here: _________
287
EXHIBIT G:
RESERVED
288
This page intentionally left blank.
289
EXHIBIT H:
CORPORATE GUARANTY
290
This page intentionally left blank.
291
EXHIBIT H
CORPORATE GUARANTY
JUNE 2025 Page H-1 Post-Collection Agreement, Exhibit H
This Guaranty Agreement (this “Guaranty”), dated as of ____________, 2025, is made and
entered into by USA Waste of California, Inc., a Delaware corporation (“Guarantor”).
W I T N E S S E T H:
WHEREAS, Waste Management of Alameda County, Inc., a subsidiary of Guarantor (the “WM
Subsidiary”) has entered into an Agreement between City of Dublin and Waste Management of Alameda
County, Inc. for Organics and Solid Waste Post-Collection Services (the “Agreement”) effective as of
_________ with City of Dublin, California (the “City”) pursuant to which WM Subsidiary shall perform
certain solid waste services to the City and its residents; and
WHEREAS, Guarantor will directly or indirectly benefit from the Agreement;
NOW THEREFORE, in consideration of City entering into the Agreement, Guarantor hereby
covenants and agrees as follows:
1. GUARANTY. Subject to the provisions hereof, Guarantor hereby irrevocably and
unconditionally guarantees the timely payment when due of the financial obligations of WM Subsidiary (the
“Obligations”) to City in accordance with the Agreement. To the extent that WM Subsidiary shall fail to pay
any Obligations, Guarantor shall promptly pay to City the amount due. This Guarantee shall constitute a
guarantee of payment and not of collection. The liability of Guarantor under the Guarantee shall be subject
to the following:
Guarantor’s liability hereunder shall be and is specifically limited to payments expressly required to
be made in accordance with the Agreement (even if such payments are deemed to be damages) and, except
to the extent specifically provided in the Agreement, in no event shall Guarantor be subject hereunder to
consequential, exemplary, equitable, loss of profits, punitive, tort, or any other damages, costs, or attorney’s
fees.
2. DEMANDS AND NOTICE. If WM Subsidiary fails or refuses to pay any Obligations, City shall
notify WM Subsidiary in writing of the manner in which WM Subsidiary has failed to pay and demand that
payment be made by WM Subsidiary. If WM Subsidiary’s failure or refusal to pay continues for a period of
fifteen (15) days after the date of City’s notice to WM Subsidiary, and City has elected to exercise its rights
under this Guarantee, City shall make a demand upon Guarantor (hereinafter referred to as a “Payment
Demand”). A Payment Demand shall be in writing and shall reasonably and briefly specify in what manner
and what amount WM Subsidiary has failed to pay and an explanation of why such payment is due, with a
specific statement that City is calling upon Guarantor to pay under this Guarantee. A Payment Demand
satisfying the foregoing requirements shall be deemed sufficient notice to Guarantor that it must pay the
Obligations. A single written Payment Demand shall be effective as to any specific default during the
continuance of such default, until WM Subsidiary or Guarantor has cured such default, and additional
written demands concerning such default shall not be required until such default is cured.
3. REPRESENTATIONS AND WARRANTIES. Guarantor represents and warrants that:
(a) it is a corporation duly organized and validly existing under the laws of the State of Delaware
and has the corporate power and authority to execute, deliver and carry out the terms and provisions of the
Guarantee;
(b) no authorization, approval, consent or order of, or registration or filing with, any court or
other governmental body having jurisdiction over Guarantor is required on the part of Guarantor for the
execution and delivery of this Guarantee; and
292
EXHIBIT H
CORPORATE GUARANTY
JUNE 2025 Page H-2 Post-Collection Agreement, Exhibit H
(c) this Guarantee constitutes a valid and legally binding agreement of Guarantor, except as
the enforceability of this Guarantee may be limited by the effect of any applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of
equity.
4. SETOFFS AND COUNTERCLAIMS. Without limiting Guarantor’s own defenses and rights
hereunder, Guarantor reserves to itself all rights, setoffs, counterclaims and other defenses to which WM
Subsidiary or any other affiliate of Guarantor is or may be entitled to arising from or out of the Agreement
or otherwise, except for defenses arising out of the bankruptcy, insolvency, dissolution or liquidation of WM
Subsidiary.
5. AMENDMENT OF GUARANTY. No term or provision of this Guarantee shall be amended,
modified, altered, waived, or supplemented except in a writing signed by the parties hereto.
6. WAIVERS. Guarantor hereby waives (a) notice of acceptance of this Guarantee; (b)
presentment and demand concerning the liabilities of Guarantor, except as expressly hereinabove set forth;
and (c) any right to require that any action or proceeding be brought against WM Subsidiary or any other
person, or except as expressly hereinabove set forth, to require that City seek enforcement of any
performance against WM Subsidiary or any other person, prior to any action against Guarantor under the
terms hereof.
Except as to applicable statutes of limitation, no delay of City in the exercise of, or failure to exercise,
any rights hereunder shall operate as a waiver of such rights, a waiver of any other rights or a release of
Guarantor from any obligations hereunder.
Guarantor consents to the renewal, compromise, extension, acceleration or other changes in the
time of payment of or other changes in the terms of the Obligations, or any part thereof or any changes or
modifications to the terms of the Agreement.
7. NOTICE. Any Payment Demand, notice, request, instruction, correspondence or other
document to be given hereunder by any party to another (herein collectively called “Notice”) shall be in
writing and delivered personally or mailed by certified mail, postage prepaid and return receipt requested,
or by email with confirmation of delivery, as follows:
To City: City of Dublin
Attn: City Manager
100 Civic Plaza
Dublin, CA 94568
To Guarantor: Waste Management
Attn: Senior Legal Counsel
222 S. Mill Avenue, Suite 301
Tempe, AZ 85281
Notice given by personal delivery or mail shall be effective upon actual receipt. Notice given by
email shall be effective upon receipt and confirmation of delivery. All Notices by email shall be confirmed
promptly after transmission in writing by certified mail or personal delivery. Any party may change any
address to which Notice is to be given to it by giving notice as provided above of such change of address.
293
EXHIBIT H
CORPORATE GUARANTY
JUNE 2025 Page H-3 Post-Collection Agreement, Exhibit H
8. MISCELLANEOUS. THIS GUARANTEE SHALL IN ALL RESPECTS BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO
PRINCIPLES OF CONFLICTS OF LAWS. This Guarantee shall be binding upon Guarantor, its successors and
assigns and inure to the benefit of and be enforceable by City, its successors and assigns. Guarantor may
assign this Guarantee and be released from its obligations hereunder with the consent of City, which
consent shall not be unreasonably withheld. The Guarantee embodies the entire agreement and
understanding between Guarantor and City and supersedes all prior agreements and understandings
relating to the subject matter hereof. The headings in this Guarantee are for purposes of reference only,
and shall not affect the meaning hereof. This Guarantee may be executed in any number of counterparts,
each of which shall be an original, but all of which together shall constitute one instrument.
EXECUTED as of the day and year first above written.
USA WASTE OF CALIFORNIA, INC.
By: ________________________________
Alex Oseguera, President
294
This page intentionally left blank.
295
EXHIBIT I:
APPROVED SUBCONTRACTORS AND SECONDARY
PROCESSING FACILITIES
296
This page intentionally left blank.
297
EXHIBIT I
APPROVED SUBCONTRACTORS
AND SECONDARY PROCESSING FACILITIES
JUNE 2025 Page I-1 Franchise Agreement, Exhibit I
In accordance with Section 3.3 of the Agreement, the City has approved the following Subcontractors and
Secondary Processing Facility(ies) to manage the specified services and otherwise assist Contractor in the
performance of the requirements of this Agreement.
Approved Secondary Processing Facility or
Subcontractor
Services
Bio-Fuels Systems, Inc.
Processing of Commingled Organic Materials at the
Approved Commingled Organic Materials
Processing Facility and Processing of Pre-Processed
Commercial Food Scraps at the Approved
Commercial Food Scraps Processing Facility
(Altamont)*
Zero Waste Energy @Davis Street, an Urbaser
Project LLC
Commercial Food Scraps Processing at the
Approved Commercial Food Scraps Processing
Facility and Alternate Commercial Food Scraps
Processing Facility**
Service Description provided by Contractor:
* Bio Fuel Systems, Inc., the Subcontractor, provides essential operational support for Contractor’s
CASP Facility by leveraging their expertise, experience, and resources in Organic Material handling
and Processing. Their responsibilities include unloading, loading, handling, and Processing Organic
Materials. To fulfill these tasks, Bio Fuel Systems, Inc. supplies necessary labor, materials, equipment,
including small tools, heavy machinery (grinder), and some yellow iron (loaders) as well as vehicles
and supervision. Additionally, they utilize leased Contractor equipment to ensure efficient execution
of the compost operation. Contractor is solely responsible for all Federal, State, and local permits and
approvals necessary to allow for the operation of the Facility.
** Zero Waste Energy @Davis Street, an Urbaser Project LLC, the Subcontractor, provides essential
operational support for Contractor at its Davis Street location, by Processing Organic Materials (Food
Waste, Green Waste, and mixed Solid Waste Organic Materials Diverted from mixed Solid Waste
Recycling) through a highly complex Organics Material Composting Facility (OMCF). This facility has
robust technology that consist of rotating drum reactors and a lane turner in-vessel Composting
system. Zero Waste Energy @Davis Street, an Urbaser Project LLC, support includes all necessary
labor, machinery (plant equipment), heavy equipment, and movement of all material throughout the
plant.
298
This page intentionally left blank.
299
EXHIBIT J:
CONTRACTOR’S PROPOSED TONNAGE AND
RESIDUE ALLOCATION PLAN
300
This page intentionally left blank.
301
EXHIBIT J
CONTRACTOR’S PROPOSED TONNAGE
AND RESIDUE ALLOCATION PLAN
JUNE 2025 Page J-1 Post-Collection Agreement, Exhibit J
1. Inbound Materials Management
Solid Waste: All inbound Solid Waste will be weighed at the Approved Disposal Facility’s certified scale,
attributed to the City, and invoiced based on actual Tonnage received.
Commingled Organic Materials: All inbound Commingled Organic Materials will be weighed at the
Approved Commingled Organic Materials Processing Facility’s certified scale, attributed to the City, and
invoiced based on actual Tonnage received.
Commercial Food Scraps: All inbound Commercial Food Scraps will be weighed at the certified scale at the
Approved Commercial Food Scraps Processing Facility(ies), attributed to the City, and invoiced based on
actual Tonnage received.
2. Regulatory Compliance and Reporting
The Approved Facilities maintain records as required under applicable regulatory permits, including:
• Monthly reports on physical contamination levels and Residue removal (total facility amount, not by
jurisdiction or customer).
• Documentation of compost product quantities Disposed onsite or offsite, including the reasons for
such Disposal.
• Results from waste load checks, including types and amounts of prohibited materials encountered
and their Disposition.
3. Disposal Reporting
Solid Waste: All City Delivered Materials that are Solid Waste Delivered to the Approved Disposal Facility
shall be recorded as having an origin of the City and reported to the State as Disposal.
Organic Materials: At this time, Contractor represents that there is no regulatory requirement to conduct
jurisdiction-specific or customer-specific contamination recording or allocating and reporting of Residue
attributable to Organic Materials management. To the extent such regulations arise in the future, the
Contractor shall ensure the City is not allocated any more than the City’s fair share of Residue from
Processing City Delivered Materials that are Organic Materials.
302
This page intentionally left blank.
303
Managing Tomorrow’s Resources Today
590 Ygnacio Valley Road, Suite 105 Northern California
Walnut Creek, California 94596 Southern California
Telephone: 925/977-6950 www.hfh-consultants.com
August 13, 2024
Michelle Sung
Environmental Technician
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Subject: Franchise Assignment Review – Amador Valley Industries, LLC. – FINAL REPORT
Dear Michelle Sung:
HF&H Consultants, LLC (HF&H) is pleased to present the enclosed findings of HF&H’s due diligence review
(Review) conducted for the City of Dublin (City) focused on the potential assignment of the Amended and
Restated Collection Service Agreement between the City and Amador Valley Industries, LLC (AVI)
executed September 10, 2020 (Agreement) to Livermore Sanitation Inc., LLC (LSI), a company wholly
owned by Waste Connections, Inc (Waste Connections). Although LSI is the acquirer and considered the
assignee, LSI was recently acquired by Waste Connections and HF&H has focused its evaluation on
Waste Connections as the parent company and the entity that owns LSI. This report presents the
scope of our Review, the findings of our Review, and our recommended proposed conditions to the
assignment of the Agreement based on our Review.
Sincerely,
HF&H CONSULTANTS, LLC
Rob Hilton
President
Attachment 3
304
This page intentionally left blank
305
City of Dublin Executive Summary
Amador Valley Industries Assignment Review Report
August 13, 2024 Page 1 of 17 HF&H Consultants, LLC
EXECUTIVE SUMMARY
Amador Valley Industries, LLC (AVI) desires to sell AVI’s stock and other interests, including the Amended
and Restated Collection Service Agreement between the City of Dublin (City) and Amador
Valley Industries, LLC. executed September 10, 2020 (Agreement). AVI has proposed an assignment of
AVI’s rights and responsibilities associated with the Agreement (Assignment). Section 35.01 of the
Agreement requires express written consent from the City for any assignment. An assignment, as
defined in Section 35.03 of the Agreement, generally means any material change in the ownership of
the company, including the proposed sale of AVI.
HF&H was engaged to perform a review of the proposed Assignment (Review) on behalf of the City, in
accordance with Article 35 of the Agreement, including reviews of AVI and Waste Connections, and a
review of the purchase agreement between AVI and Livermore Sanitation Inc., LLC (LSI), a Waste
Connections company (Assignee), dated July 1, 2024. For the purposes of the review of past performance
and other underlying factors surrounding qualifications, HF&H focused on AVI and Waste Connections;
however, for the purposes of any recommended conditions to the Assignment, LSI would be the entity
bound by all City-approved conditions, should the City decide to approve the proposed Assignment. For
convenience, and unless otherwise specified, this report generally references the two companies, Waste
Connections and LSI, collectively as Assignee.
In general, the Review found that the transaction would result in a change in control and governance of
AVI. This report presents the City with the results of HF&H’s Review, which was conducted at the request
of the City to support the City in determining whether it is in the City’s best interest to accept the terms
of the proposed Assignment, to identify existing and potential issues that may arise as a result of any City
consent to Assignment, and to provide HF&H’s recommendations to eliminate issues or to decrease the
likelihood of the potential issues arising.
HF&H conducted a review of AVI’s performance that evaluated AVI’s performance under the Agreement.
HF&H’s analysis, findings, and recommendations, including performance shortfalls identified, are
documented in the attached AVI and City of Dublin Performance Review (Performance Review), dated
July 23, 2024 (Attachment 1). On their own, the specific shortfalls identified in the Performance Review
were relatively minor in nature; however, taken together, the shortfalls revealed needed improvement
around administrative processes and outreach and educational requirements to support diversion
performance. None of the issues identified during the Performance Review resulted in AVI being subject
to liquidated damages, nor was AVI found to be in breach or default of the Agreement.
HF&H also conducted a financial review of AVI that included AVI’s compensation, expenses, tonnages, and
billings, consistent with Article 5 and Section 27.07 of the Agreement. HF&H’s analysis, findings, and
recommendations are documented in the attached Review of AVI’s Compensation Memorandum
(Compensation Review) dated June 6, 2024 (Attachment 2). HF&H reviewed AVI’s financial statements,
tonnage reports, route operation statistics, AVI’s compensation and other supporting documentation and
after the allowable operating ratio was applied, and HF&H recommended that the City adopt a 0.92% rate
increase applied to all rates, effective July 1, 2024, in accordance with Article 5 of the Agreement.
Shortly after the execution of the Agreement, the City and AVI negotiated and reached agreement on an
Amended and Restated Collection Service Agreement (SB 1383 Amendment) to ensure compliance with
SB 1383. The SB 1383 Amendment was never signed by the parties; however, AVI’s compensation was
adjusted in July of 2022 to reflect the new obligations of the SB 1383 Amendment.
306
City of Dublin Executive Summary
Amador Valley Industries Assignment Review Report
August 13, 2024 Page 2 of 17 HF&H Consultants, LLC
HF&H conducted a review of Waste Connections’ financials and recent performance in nearby
jurisdictions, and also a review of the purchase agreement between AVI and the Assignee. The financial
performance of Waste Connections is generally strong and appears to be adequate to recover a
reasonable return on investment and maintain ongoing operating costs, based in part on potential
economies of scale that may be realized by Waste Connections consolidating their LSI and Dublin
operations at a single location. HF&H also determined that Waste Connections has been assessed
$783,585 in liquidated damages for their failure to perform over the past few years in nearby jurisdictions.
HF&H does have concerns that Waste Connections may desire to increase margins by cutting costs that
could impact operational performance under the Agreement.
To address existing and potential issues that may arise as a result of an Assignment, HF&H recommends
the following items be incorporated into a new collection services agreement between the Assignee and
the City (Collection Services Agreement) or otherwise satisfied or resolved prior to any City consent to the
Assignment being considered:
II.A.2.a City Reimbursement: AVI received compensation to convert to a Tower database system
but did not perform the conversion. The City requires repayment of the amount AVI was
compensated; however, the City has expressed a willingness to reduce the amount owed
by AVI to allow AVI to retain a portion of actual costs incurred to implement upgrades to
AVI’s system in lieu of the Tower conversion, if AVI can sufficiently document relevant costs
to the satisfaction of the City. The City is under no obligation to reduce the amount owed
by AVI.
Recommendation: The City should be paid up to $131,906.28 by AVI prior to any
transaction closing.
II.B.2.b Company Name: The Assignee has represented that the only substantive and immediate
change at the time of the transaction closure would be the ownership of AVI. The City has
expressed a desire for the name of the company providing services to the City to remain
unchanged, which provides for continuity for the City’s ratepayers in knowing the name of
their collection service provider.
Recommendation: As a condition to City consent to the Assignment, and throughout
the term of the new Collection Servies Agreement, the Assignee should be required to
retain the name “Amador Valley Industries”.
II.B.2.a Annual Personnel Expenses: Following an acquisition, there is always a risk that the
acquiring company seeks to implement cost savings measures to increase profitability and
further leverage positions that are already fully leveraged. This risk increases when
assignment transaction costs are not expected to be fully recovered during the remaining
term of any service agreement, as is the case here. Further, it was noted during the
Performance Review that some of AVI’s performance shortcomings in performance were
most likely due to insufficient staffing and/or vacancies. The Assignee provided an
organizational chart during the Review that depicted the organizational structure of the
Dublin operation, the position titles, and the minimum number of FTE(s) for each position.
Recommendation: The Assignee should be required to provide a complete
organizational chart for the Dublin operation that includes all the required positions,
the percentage of Assignee’s full-time employment dedicated to Dublin, and whether
307
City of Dublin Executive Summary
Amador Valley Industries Assignment Review Report
August 13, 2024 Page 3 of 17 HF&H Consultants, LLC
position(s) or percentages of full-time employment are considered allowable as direct
costs or allocated costs such that they will be handled correctly in any future
compensation adjustment.
Recommendation: For at least the first three years of the agreement, the Assignee
should be required to provide the City with a quarterly accounting of personnel
expenses for positions dedicated to the City of Dublin, in a sufficiently detailed format
as approved by the City, inclusive of all paid compensation and benefits and accrued
liabilities. After the initial three years, the City may consider reducing the frequency of
this accounting to an annual basis, replacing the quarterly requirement.
Recommendation: In addition to other repayment requirements described in this
report, HF&H recommends the following requirements related to personnel expenses:
i. If the annual direct and allocated spend on allowable personnel, adjusted for
vacancies and any inactive but paid positions, decreases year-over-year, the
Assignee should be required to repay the City the amount of the reduction, increased
by the allowable operating ratio such that any profit calculated on unspent
personnel expenses is also paid back to the City. The Assignee has already agreed to
a repayment process drafted by HF&H in one of their nearby jurisdictions and HF&H
would recommend a similar process be incorporated into the Assignee’s new
Collection Service Agreement.
ii. If the annual direct and allocated spend on allowable personnel, adjusted for
vacancies and any inactive but paid positions, does not increase by at least the most
recently applicable prior rate adjustment factor, for the prior year and/or if the City
experiences a noticeable decline in performance and/or the provision of any services
the Assignee should be required to provide the City with a written explanation on
the reason(s) for the shortfall and the Assignee should be required to allow the City
to conduct a more thorough review. If the review reveals that any active and
dedicated positions were cut, then the Assignee should be required to reinstate and
timely fill those positions and if such vacancy(ies) persist, then the Assignee should
be required to repay the City following the process referenced in subsection i above.
iii. To the extent that any position vacancies persist, as defined by a continuous vacancy
in any required position(s) that is greater than two months (sixty (60) calendar days),
or become recurring, as defined by a filling and vacancy in the same position in any
twelve-month period, the Assignee should be required to repay the City following
the process referenced in subsection i above. Such repayment would be applicable
where any repayment is not otherwise captured above and would be calculated as
a monthly rate adjusted annually on each July 1, for any portion of a 30-day period
of such vacancy(ies).
II.B.2.b New Collection Services Agreement: Absent the execution of a new Collection Services
Agreement, the Assignee would be acquiring AVI’s interest in the existing Agreement
including compensation for the unsigned SB 1383 Amendment without an obligation to
perform pursuant to the terms of the unsigned SB 1383 Amendment.
308
City of Dublin Executive Summary
Amador Valley Industries Assignment Review Report
August 13, 2024 Page 4 of 17 HF&H Consultants, LLC
Recommendation: As a condition precedent to the effectiveness of any City consent to
Assignment, the Assignee should be required to execute a new Collection Services
Agreement with the City that is based on the SB 1383 Amendment and incorporates
City-approved conditions from this Review.
II.B.2.c Processing Agreements: AVI does not currently have first-party agreements with the
processor of recyclable materials or organics materials and relies on other contracts held
by AVI’s related affiliates and/or related affiliates’ agreements with other companies. The
City has expressed a desire to engage in its own first-party agreements for these services
but needs assurances that the City’s material will be properly handled, at no additional
cost to the City, while that process is underway.
Recommendation: As a condition precedent to the effectiveness of any City consent to
Assignment, the Assignee should be required to demonstrate, to the satisfaction of the
City, that there is guaranteed processing capacity for the City’s recyclable materials and
organic materials through at least June 30, 2025, at a diversion performance that is
equal to or greater than AVI’s current processing diversion performance through its
affiliates.
Recommendation: The Assignee should be required to meet and confer with the City
prior to December 31, 2024, to discuss the most appropriate compensation
methodology for the City’s first-party processing service providers in the future such
that the arrangement does not benefit the Assignee or cause a detriment to the City or
the ratepayers.
II.C.2.a Cost Basis: Both the Agreement and the SB 1383 Amendment describe the process for
future compensation reviews that are to be performed every three years. In order for such
compensation reviews to accurately evaluate the Assignees’ compensation, the City will
need to know the Assignee’s actual operating expenses to establish a baseline, and the
City should have an opportunity to evaluate the accuracy of the reported expenses.
Recommendation: To give the City a proper cost-basis from which to evaluate
compensation of the Assignee, the Assignee should be required to complete a set of
cost forms, the format of which should be agreed upon by the City and the Assignee,
and such forms should be required to accurately reconcile with the Assignee’s financial
statements for the Dublin operations after one complete rate year of Assignee’s
operations. Further, the City should have the right to require the Assignee to document,
to the City’s satisfaction, all such expenses and/or allocation methods to attribute
expenses to the Assignee’s services to the City.
II.D.2.a.i Leadership: The Assignee has indicated that AVI’s current General Manager will not
continue as General Manager under the Assignee’s operation in Dublin. The Assignee has
further indicated that it does not intend to have a General Manager position dedicated full
time to the City and that Assignee intends to expand the responsibilities of the General
Manager of Assignee’s Livermore operation to also cover Dublin.
Recommendation: HF&H recommends the Assignee be required to reinstate a full-time
dedicated General Manager position for the Dublin service agreement if the City
experiences any materially negative impact in services or the provision of services to
309
City of Dublin Section I: Overview
Amador Valley Industries Assignment Review Report
August 13, 2024 Page 5 of 17 HF&H Consultants, LLC
customers or challenges with Assignee’s ability to manage and perform the new
Collection Services Agreement. Further, if such a requirement is triggered, HF&H
recommends the City have the right to participate in the General Manager recruitment
process including the ability to approve any offering of employment to a prospective
candidate, and where such approval would not be unreasonably withheld.
II.D.2.a.ii Notice to City: As discussed above, the Performance Review found that some of the
shortcomings in AVI’s performance were most likely due to insufficient staffing and/or
vacancies; and further that the City may not have been aware of such factors as they
occurred or were occurring.
Recommendation: The Assignee should be required to notify the City in writing of any
and all vacancies and fulfilment of positions providing direct services to the City within
thirty (30) days of such vacancy or fulfillment. This requirement could be met
affirmatively through specific notice or through a monthly reporting mechanism.
II.D.2.b.ii Local Knowledge: AVI is locally owned and operated and had a depth of localized
knowledge specific to the complex regulatory environment in California. The Assignee does
not appear to have the same knowledge; in fact, the California team proposed by Assignee,
and identified in Assignee’s organizational structure and through other documents
provided for HF&H’s review, are fairly new to California and the Assignee’s California
operations.
Recommendation: The Assignee should be required to either employ a new 0.5 full-
time equivalent position that requires at least five years of municipal solid waste
experience in California and the regulatory environment that supervises the Recycling
Coordinators and reports to the General Manager or evidence to the satisfaction of the
City that Assignee is capable of providing an equivalent amount of support to the Dublin
operation. Further, the sufficiency of localized knowledge that would be lost in an
Assignment should not be at the ratepayers’ expense and so any new expenses
associated with filling this knowledge gap should not be allowable in any future
compensation adjustments.
SECTION I: OVERVIEW
A. Background
The original collection service agreement between AVI and the City was executed in 2005. The original
agreement granted AVI the exclusive rights and obligations to collect residential waste and recyclable
materials from single-family and multi-family dwellings, commercial service units, City service units, and
Dublin Unified School District service units, and transport collected materials to designated facilities. Over
the next seven years, the parties executed five amendments that included a myriad of changes to
the respective obligations of the parties and the services provided under the agreement. On
September 10, 2020, AVI and the City executed the Agreement that consolidated the terms of the
original agreement and first five amendments as well as incorporating a new sixth amendment
that extended the term of the agreement and provided for more expanded services.
In 2022, the parties began negotiating what would have been a seventh amendment to the Agreement
(SB 1383 Amendment) that imposed new requirements related to AVIs support of the City’s compliance
310
City of Dublin Section I: Overview
Amador Valley Industries Assignment Review Report
August 13, 2024 Page 6 of 17 HF&H Consultants, LLC
with SB 1383, the Short-Lived Climate Pollutants Reduction Strategy. The SB 1383 Amendment included
requirements that enhanced AVI’s public education and outreach services and reporting and made
additional improvements to the substance and form of the Agreement. In anticipation of the execution of
the nearly finalized SB 1383 Amendment, the City approved a rate adjustment to become effective July 1,
2022 that incorporated the requisite compensation for AVI to perform these new obligations; however,
due to unforeseen circumstances and other factors, the City and AVI never signed the SB 1383
Amendment.
In December of 2022, the City initiated a review of AVI’s performance and engaged HF&H to complete the
Performance Review. The Performance Review evaluated AVI’s performance during calendar year 2022.
The final AVI and City of Dublin Performance Review dated July 23, 2024, is provided as Attachment 1 to
this Review. In December of 2022, the City initiated a review of AVI’s compensation and engaged HF&H
to complete the Compensation Review. The Compensation Review was completed for the rate year
covering July 1, 2022 through June 30, 2023. The final Review of AVI’s Compensation Memorandum dated
June 6, 2024, is provided as Attachment 2 to this Review.
AVI Notifies City of Intent to Sell
On March 8, 2024, the City received formal notice from AVI of its intent to sell the company to Waste
Connections, Inc., inclusive of AVI’s interests in the Agreement with the City. AVI entered into a purchase
agreement on July 1, 2024 to sell AVI’s stock and other interests, including AVI’s Agreement with the City
of Dublin. Section 35.01 of the Agreement provides as follows:
No assignment of this Agreement or any right occurring under this Agreement shall be made in
whole or in part by CONTRACTOR without the express written consent of the CITY. The CITY shall
have the full discretion to approve or deny, with or without cause, any proposed or actual
assignment by CONTRACTOR.
An assignment, as defined in Section 35.03 of the Agreement, generally means any material change in the
ownership of the company including, pursuant to subsection 35.03.(ii):
A sale, exchange or other transfer of outstanding common stock of CONTRACTOR to a third party
provided said sale, exchange or transfer results in a change of control of CONTRACTOR (with
control being defined as ownership of more than fifty percent (50%) of CONTRACTOR’S voting
securities).
HF&H and the City were initially notified that AVI was proposing to sell all of AVI’s stock and all other
interests, including the Agreement to Waste Connections. However, upon receiving the purchase
agreement for review on July 1, 2024, the purchase agreement indicated that the acquiring company is
not Waste Connections (WC) but instead Livermore Sanitation Inc., a Waste Connections company.
Assignment Review
For the purposes of the review of past performance and other underlying factors surrounding
qualifications, HF&H focused our review on AVI and Waste Connections; however, for the purposes of any
recommended conditions to the Assignment, LSI would be the entity bound by all City-approved
conditions, should the City decide to approve the proposed Assignment. For convenience, and unless
otherwise specified, this report generally references the two companies, AVI and LSI, collectively as
Assignee.
311
City of Dublin Section I: Overview
Amador Valley Industries Assignment Review Report
August 13, 2024 Page 7 of 17 HF&H Consultants, LLC
The issue areas covered in this Review are as follows:
Compliance Issue Areas (AVI)
• Implementation of all collection services and recycling programs
• Public education and outreach
• Performance consistent with the standards of performance defined in the Agreement
• Billing review
• Delivery of material to the correct facilities
• Provision of operating assets that meet the requirements of the Agreement
• Reporting
• Payment of fees
Assignment Term Issue Areas (AVI and Waste Connections)
• Financial condition of AVI and Assignee
• Risk to the City and/or ratepayers
Financial Condition Issue Areas (Waste Connections)
• Financial health and stability
• Return on investment
• Ability to maintain ongoing operating costs without compromising performance
Experience and Qualification Issue Areas (AVI and Waste Connections)
• Experience and Qualifications
• Past Performance and Liquidated Damages
B. Techniques
In addition to the Performance Review and Compensation Review, included as Attachment 1 and
Attachment 2 to this Review, HF&H’s Review team conducted the following activities specific to this
Review:
• Initial and follow-up information requests to AVI, Waste Connections, and the City.
• Meetings and exchange of written correspondence with AVI, Waste Connections, and the City.
• Review of financial and operational data.
• Review of the executed purchase agreement between AVI and the Assignee.
C. Limitations of the Analysis
The scope of HF&H’s analysis during this Review was limited as follows:
312
City of Dublin Section I: Overview
Amador Valley Industries Assignment Review Report
August 13, 2024 Page 8 of 17 HF&H Consultants, LLC
• The information provided by AVI, Waste Connections, and/or the City to HF&H as requested to
conduct the Assignment Review is accurate based on reasonableness within industry standards.
However, the Assignment Review did not include independent verification of the accuracy or
completeness of all of the source documents provided by AVI, Waste Connections, or the City.
• While the recommendations identify potential conditions to the Assignment, the scope of work for
the assignment review did not include development of specific remedies. To the extent the City
requests additional support from HF&H to incorporate the conditions into the new Collection Services
Agreement that may be considered if the City consents to the Assignment, HF&H can support the City
to implement solutions to the issues identified in this report.
• Other matters might have come to our attention that would have been reported to the City had we
addressed additional topic areas, additional issues within topic areas, and/or performed additional
procedures.
313
City of Dublin Section II: Findings & Recommendations
Amador Valley Industries Assignment Review Report
August 13, 2024 Page 9 of 17 HF&H Consultants, LLC
SECTION II: FINDINGS & RECOMMENDATIONS
HF&H performed review and analysis of:
• AVI’s performance and compliance with the Agreement.
• The financial health and stability of AVI and its operations.
• The financial health and stability of Waste Connections.
• The terms under which the Assignee intends to purchase AVI’s stocks and other interests,
including the Agreement.
• The experience and qualifications of Waste Connections in relation to its ability to perform its
obligations at or above the standards defined within the Agreement.
Generally, AVI has been found to be compliant with the terms and conditions of its Agreement with the
City, with some exceptions noted in the findings below and in the attached Performance Review and
Compensation Review (Attachment I and Attachment II). For areas where non-compliance was
documented during the performance review, AVI was notified, was given an opportunity to respond, and
has either already remedied or attempted to remedy the situation and/or HF&H has made
recommendations to prevent future failures to meet compliance either of AVI or of the Assignee.
Particular areas of concern that arose during the performance review are related to public education,
outreach, and reporting.
HF&H believes that the recommendations below should be implemented regardless of whether the City
consents to the Assignment and that these recommendations should help to ensure that the City’s
Agreement needs are better met.
A. Performance and Compensation Reviews
As mentioned above, prior to the City receiving notice of AVI’s interest in the Assignment of the
Agreement, the City had already engaged HF&H to perform both the Performance Review and the
Compensation Review, which covered the vast majority of areas that would have normally been
conducted as part of an assignment review. Instead, the Performance Review and Compensation Review
are attached to this Review, and the outcomes of each have been incorporated into the findings and
recommendations of this Review.
1. Findings
a. The findings from the Performance Review and of instances of AVI’s non-compliance with the
Agreement, as well as other potential areas of concern, are detailed in the Performance Review dated July
23, 2024, which is included as Attachment 1 to this Review.
b. The findings from the Compensation Review and the resulting compensation adjustment are detailed
in the Compensation Review dated June 6, 2024, which is included as Attachment 2 to this Review.
314
City of Dublin Section II: Findings & Recommendations
Amador Valley Industries Assignment Review Report
August 13, 2024 Page 10 of 17 HF&H Consultants, LLC
2. Recommendation
HF&H recommends the following conditions be incorporated into a new Collection Services Agreement
between Assignee and the City:
a. City Reimbursement: AVI received compensation to convert to a Tower database system but
did not perform the conversion. The City requires repayment of the amount AVI was
compensated; however, the City has expressed a willingness to reduce the amount owed by
AVI to allow AVI to retain a portion of actual costs incurred to implement upgrades to AVI’s
system in lieu of the Tower conversion, if AVI can sufficiently document relevant costs to the
satisfaction of the City. The City is under no obligation to reduce the amount owed by AVI.
Recommendation: The City should be paid up to $131,906.28 by AVI prior to any
transaction closing.
b. Company Name: The Assignee has represented that the only substantive and immediate
change at the time of the transaction closure would be the ownership of AVI. The City has
expressed a desire for the name of the company providing services to the City to remain
unchanged, which provides for continuity for the City’s ratepayers in knowing the name of
their collection service provider.
Recommendation: As a condition to City consent to the Assignment, and throughout the
term of the new Collection Servies Agreement, the Assignee should be required to retain
the name “Amador Valley Industries”.
B. Review of Assignment Terms
HF&H reviewed the purchase agreement between AVI and Assignee and the proposed terms of the
transaction. This review, along with the review performed in Section II.C Review of Financial Condition of
AVI and Waste Connections (below), is intended to assess whether the proposed Assignment, and related
activities, would create undue risk to the City and/or the City’s ratepayers.
1. Findings
a. Calculations based on the financial statements provided by AVI show AVI is in good health and
meets, and should continue to meet, favorable returns based on industry standards. HF&H
has concluded that the Assignee should be able to recover an adequate return on the
investment without creating undue risk to the City and/or ratepayers as a result of the
transaction. This conclusion is based, in part, on the Assignee leveraging economies of scale
that may be realized by the consolidation of Assignee’s Livermore and Dublin operations into
one single location, an option that was not available to AVI. The acquisition of this book of
business will allow for the Assignee to potentially benefit from any extension to the
Agreement, along with the strategic benefit of being the incumbent service provider should
the City wish to go out to a competitive request for proposals.
b. The Assignment being considered by the City in the Assignee’s acquisition of AVI’s other
interests is the Assignment of the Agreement, rather than the negotiated SB 1383 Amendment
that includes provisions related to SB 1383 compliance. The SB 1383 Amendment has not been
executed; however, the current customer rates include increased compensation for
315
City of Dublin Section II: Findings & Recommendations
Amador Valley Industries Assignment Review Report
August 13, 2024 Page 11 of 17 HF&H Consultants, LLC
compliance with the unsigned SB 1383 Amendment without the corresponding obligations of
the Amendment.
c. The Agreement establishes requirements for AVI to provide processing services for the City’s
recyclable materials and organic materials; however, HF&H discovered that the proposed
transaction between the parties did not include, as part of AVI’s other interests, contracts with
any third-party processing service providers for the City’s recyclable materials and organic
materials.
2. Recommendations
HF&H recommends the following conditions be incorporated into a new Collection Services Agreement
between Assignee and the City:
a. Annual Personnel Expenses: Following an acquisition, there is always a risk that the acquiring
company seeks to implement cost savings measures to increase profitability and further
leverage positions that are already fully leveraged. This risk increases when assignment
transaction costs are not expected to be fully recovered during the remaining term of any
service agreement, as is the case here. Further, it was noted during the Performance Review
that some of AVI’s performance shortcomings in performance were most likely due to
insufficient staffing and/or vacancies. The Assignee provided an organizational chart during the
Review that depicted the organizational structure of the Dublin operation, the position titles,
and the minimum number of FTE(s) for each position.
Recommendation: The Assignee should be required to provide a complete
organizational chart for the Dublin operation that includes all the required positions,
the percentage of Assignee’s full-time employment dedicated to Dublin, and whether
position(s) or percentages of full-time employment are considered allowable as direct
costs or allocated costs such that they will be handled correctly in any future
compensation adjustment.
Recommendation: For at least the first three years of the agreement, the Assignee
should be required to provide the City with a quarterly accounting of personnel
expenses for positions dedicated to the City of Dublin, in a sufficiently detailed format
as approved by the City, inclusive of all paid compensation and benefits and accrued
liabilities. After the initial three years, the City may consider reducing the frequency of
this accounting to an annual basis, replacing the quarterly requirement.
Recommendation: In addition to other repayment requirements described in this
report, HF&H recommends the following requirements related to personnel expenses:
i. If the annual direct and allocated spend on allowable personnel, adjusted for
vacancies and any inactive but paid positions, decreases year-over-year, the
Assignee should be required to repay the City the amount of the reduction, increased
by the allowable operating ratio such that any profit calculated on unspent
personnel expenses is also paid back to the City. The Assignee has already agreed to
a repayment process drafted by HF&H in one of their nearby jurisdictions and HF&H
would recommend a similar process be incorporated into the Assignee’s new
Collection Service Agreement.
316
City of Dublin Section II: Findings & Recommendations
Amador Valley Industries Assignment Review Report
August 13, 2024 Page 12 of 17 HF&H Consultants, LLC
ii. If the annual direct and allocated spend on allowable personnel, adjusted for
vacancies and any inactive but paid positions, does not increase by at least the most
recently applicable prior rate adjustment factor, for the prior year and/or if the City
experiences a noticeable decline in performance and/or the provision of any services
the Assignee should be required to provide the City with a written explanation on
the reason(s) for the shortfall and the Assignee should be required to allow the City
to conduct a more thorough review. If the review reveals that any active and
dedicated positions were cut, then the Assignee should be required to reinstate and
timely fill those positions and if such vacancy(ies) persist, then the Assignee should
be required to repay the City following the process referenced in subsection i above.
iii. To the extent that any position vacancies persist, as defined by a continuous vacancy
in any required position(s) that is greater than two months (sixty (60) calendar days),
or become recurring, as defined by a filling and vacancy in the same position in any
twelve-month period, the Assignee should be required to repay the City following
the process referenced in subsection i above. Such repayment would be applicable
where any repayment is not otherwise captured above and would be calculated as
a monthly rate adjusted annually on each July 1, for any portion of a 30-day period
of such vacancy(ies).
b. New Collection Services Agreement: Absent the execution of a new Collection Services
Agreement, the Assignee would be acquiring AVI’s interest in the existing Agreement including
compensation for the unsigned SB 1383 Amendment without an obligation to perform
pursuant to the terms of the unsigned SB 1383 Amendment.
Recommendation: As a condition precedent to the effectiveness of any City consent to
Assignment, the Assignee should be required to execute a new Collection Services
Agreement with the City that is based on the SB 1383 Amendment and incorporates City-
approved conditions from this Review.
c. Processing Agreements: AVI does not currently have first-party agreements with the processor
of recyclable materials or organics materials and relies on other contracts held by AVI’s related
affiliates and/or related affiliates’ agreements with other companies. The City has expressed a
desire to engage in its own first-party agreements for these services but needs assurances that
the City’s material will be properly handled, at no additional cost to the City, while that process
is underway.
Recommendation: As a condition precedent to the effectiveness of any City consent to
Assignment, the Assignee should be required to demonstrate, to the satisfaction of the
City, that there is guaranteed processing capacity for the City’s recyclable materials and
organic materials through at least June 30, 2025, at a diversion performance that is equal
to or greater than AVI’s current processing diversion performance through its affiliates.
Recommendation: The Assignee should be required to meet and confer with the City
prior to December 31, 2024, to discuss the most appropriate compensation methodology
for the City’s first-party processing service providers in the future such that the
arrangement does not benefit the Assignee or cause a detriment to the City or the
ratepayers.
317
City of Dublin Section II: Findings & Recommendations
Amador Valley Industries Assignment Review Report
August 13, 2024 Page 13 of 17 HF&H Consultants, LLC
C. Review of Financial Condition of AVI and Waste Connections
HF&H reviewed financial statements and other financial materials from both AVI and Waste Connections
to determine the financial health and stability of both. This included the review of both companies’ income
statements and balance sheets and then documenting key financial ratios. HF&H compared these financial
ratios to benchmarks for companies of similar size within the solid waste industry. Based on this review
and the information obtained during Section II.B (above), HF&H provides the results of our analysis and
opinion on whether the individual financial performance of the company is adequate to recover a
reasonable return on the Assignee’s investment, and whether Assignee can maintain ongoing operating
costs without compromising operational performance under the Agreement.
HF&H calculated five financial ratios as described below:
Current Ratio: The current ratio roughly measures a company’s ability to pay its current
obligations. It is a measure of liquidity; the higher the ratio, the more liquid. It is calculated as the
Total Current Assets / Total Current Liabilities.
Quick Ratio: The quick ratio is a more conservative measure than the current ratio to measure a
company’s ability to pay its obligations using only the most liquid assets. The higher the ratio, the
more liquid. It is calculated as (Cash + Accounts Receivable) / Total Current Liabilities.
Debt to Equity Ratio: The debt to equity ratio measures the relationship between capital
contributed by creditors and capital contributed by owners. A low ratio indicates greater financial
safety and borrowing flexibility. It is calculated as Total Liabilities / Owners Equity.
Current Debt to Worth Ratio: The current debt to worth ratio expresses the relationship between
capital contributed by owners and current capital contributed by creditors. The lower the ratio,
the more easily it can cover or meet its debt obligation without having to sell a lot of assets. It is
calculated as Current Liabilities / Net Worth
Profit Margin: The profit margin calculation measures a company’s return on total sales. The
higher the margin, the more return on its operations. It is calculated as Profit Before Taxes / Total
Sales.
1. Findings
a. HF&H performed financial analysis against industry benchmarks. While liquidity metrics are
more favorable for AVI, Waste Connections’ size and their access to financing helps mitigate
these concerns.
b. The financial performance of Waste Connections appears to be adequate to recover a
reasonable return on investment and maintain ongoing operating costs based on potential
economies of scale that may be realized by Waste Connections when consolidating their LSI
and Dublin operations at a single location. HF&H does have concerns that Waste Connections
may desire to increase margins by cutting costs that could impact operational performance
under the Agreement.
318
City of Dublin Section II: Findings & Recommendations
Amador Valley Industries Assignment Review Report
August 13, 2024 Page 14 of 17 HF&H Consultants, LLC
Figure 1: Financial Ratio Benchmarking – AVI
Figure 2: Financial Ratio Benchmarking – Waste Connections
2. Recommendation
HF&H recommends the following condition be incorporated into a new Collection Services Agreement
between Assignee and the City:
a. Cost Basis: Both the Agreement and the SB 1383 Amendment describe the process for future
compensation reviews that are to be performed every three years. In order for such
compensation reviews to accurately evaluate the Assignees’ compensation, the City will need
to know the Assignee’s actual operating expenses to establish a baseline, and the City should
have an opportunity to evaluate the accuracy of the reported expenses.
Recommendation: To give the City a proper cost-basis from which to evaluate
compensation of the Assignee, the Assignee should be required to complete a set of
cost forms, the format of which should be agreed upon by the City and the Assignee,
Reporting Year
Ratios as Compared to
Industry
Type of Ratio Measurement 2023
Industry
2022-231 2023
Liquidity Current Ratio 3.99 1.30 More Favorable
Quick Ratio 3.99 1.10 More Favorable
Debt to Equity Ratio 0.71 3.00 More Favorable
Current Debt to Worth 0.27 0.50 More Favorable
Operating Profit Margin 0.15 5.70%More Favorable
1AVI RMAU ID: Solid Waste Collection Financial Ratio Benchmarks for sales equal to or greater than $25M.
Capital
Structure
Reporting Year
Ratios as Compared to
Industry
Type of Ratio Measurement 2023
Industry
2022-231 2023
Liquidity Current Ratio 0.68 1.30 Less Favorable
Quick Ratio 0.57 1.10 Less Favorable
Debt to Equity Ratio 1.33 3.00 More Favorable
Current Debt to Worth 0.22 0.50 More Favorable
Operating Profit Margin 12.26%5.70%More Favorable
1WC RMAU ID: Solid Waste Collection Financial Ratio Benchmarks for sales equal to or greater than $25M.
Capital
Structure
319
City of Dublin Section II: Findings & Recommendations
Amador Valley Industries Assignment Review Report
August 13, 2024 Page 15 of 17 HF&H Consultants, LLC
and such forms should be required to accurately reconcile with the Assignee’s financial
statements for the Dublin operations after one complete rate year of Assignee’s
operations. Further, the City should have the right to require the Assignee to document,
to the City’s satisfaction, all such expenses and/or allocation methods to attribute
expenses to the Assignee’s services to the City.
D. Review of Experience and Qualifications of Waste Connections
In order to determine Waste Connections’ ability to perform at or above the current standard of service,
HF&H reviewed information regarding Waste Connection’s experience, qualifications, and performance.
The experience and qualifications review included an evaluation of biographies, case studies,
organizational charts, and other documents provided by the Assignee. This Review also included a review
of liquidated damages assessed against Waste Connection.
1. Findings
a. Experience and Qualifications
i. Waste Connections is a publicly traded waste management company founded in 1997 that
provides “non-hazardous waste collection, transfer and disposal services, including by rail,
along with resource recovery primarily through recycling and renewable fuels
generation…[and] serves more than eight million residential, commercial and industrial
customers in mostly exclusive and secondary markets across 44 states in the U.S. and six
provinces in Canada.” Waste Connections indicated they provide services in approximately 50
municipalities in California, including in the greater San Francisco Bay Area, and most recently
completed the acquisition of Livermore Sanitation Inc. (LSI) in December of 2022.
ii. Waste Connections has stated their intention to retain “almost all of the existing AVI
employees…specifically, all drivers, customer service and outreach personnel,” however, each
of those employees has the ultimate discretion about their choice to remain employed and it
is important that Waste Connections maintains a work environment that encourages those
valued employees to stay. Waste Connections indicated many of AVI’s employees are
members of Teamsters Local 70 and Waste Connections indicated their commitment to abide
by the terms of the current collective bargaining agreement (CBA) honoring the seniority and
compensation arrangements, including the same union healthcare benefits. Waste
Connections indicated the LSI employees are likewise represented by Teamsters Local 70, so
HF&H further inquired about how Waste Connections intended to honor the terms of the CBA
for AVI employees when Waste Connections consolidates the AVI and LSI shops at the LSI
facility in the near future. Waste Connections has further stated they are “not retaining any
leadership personnel from AVI” and that they have prepared their management team from
their LSI operation to absorb the new employees.
b. Past Performance and Liquidated Damages
i. AVI’s performance review outlines the areas of concern with their compliance with the terms
and conditions of the Agreement during the review period (please refer to Attachment 1 for
further details). HF&H found that AVI had no liquidated damages assessed or issues where they
were otherwise notified of a breach of the terms of their Agreement.
320
City of Dublin Section II: Findings & Recommendations
Amador Valley Industries Assignment Review Report
August 13, 2024 Page 16 of 17 HF&H Consultants, LLC
ii. Waste Connections has been assessed $783,585 in liquidated damages for their failure to
perform across five different jurisdictions under two separate agreements. These failures fell
into four key performance areas that we know are important to the City: 1) recurring issues
with missed collections, 2) failure to meet diversion standards, 3) failure to perform the
required outreach and education activities, and 4) failure to meet the minimum requirements
to provide technical assistance.
2. Recommendations
a. Experience and Qualifications
HF&H recommends the following conditions be incorporated into a new Collection Services Agreement
between Assignee and the City:
i. Leadership: The Assignee has indicated that AVI’s current General Manager will not continue
as General Manager under the Assignee’s operation in Dublin. The Assignee has further
indicated that it does not intend to have a General Manager position dedicated full time to the
City and that Assignee intends to expand the responsibilities of the General Manager of
Assignee’s Livermore operation to also cover Dublin.
Recommendation: HF&H recommends the Assignee be required to reinstate a full-time
dedicated General Manager position for the Dublin service agreement if the City
experiences any materially negative impact in services or the provision of services to
customers or challenges with Assignee’s ability to manage and perform the new
Collection Services Agreement. Further, if such a requirement is triggered, HF&H
recommends the City have the right to participate in the General Manager recruitment
process including the ability to approve any offering of employment to a prospective
candidate, and where such approval would not be unreasonably withheld.
ii. Notice to City: As discussed above, the Performance Review found that some of the
shortcomings in AVI’s performance were most likely due to insufficient staffing and/or
vacancies; and further that the City may not have been aware of such factors as they occurred
or were occurring.
Recommendation: The Assignee should be required to notify the City in writing of any
and all vacancies and fulfilment of positions providing direct services to the City within
thirty (30) days of such vacancy or fulfillment. This requirement could be met
affirmatively through specific notice or through a monthly reporting mechanism.
b. Past Performance and Liquidated Damages
HF&H recommends the following conditions be incorporated into a new Collection Services Agreement
between Assignee and the City:
ii. Local Knowledge: AVI is locally owned and operated and had a depth of localized
knowledge specific to the complex regulatory environment in California. The Assignee does
not appear to have the same knowledge; in fact, the California team proposed by Assignee,
and identified in Assignee’s organizational structure and through other documents
provided for HF&H’s review, are fairly new to California and the Assignee’s California
operations.
321
City of Dublin Section II: Findings & Recommendations
Amador Valley Industries Assignment Review Report
August 13, 2024 Page 17 of 17 HF&H Consultants, LLC
Recommendation: The Assignee should be required to either employ a new 0.5 full-
time equivalent position that requires at least five years of municipal solid waste
experience in California and the regulatory environment that supervises the Recycling
Coordinators and reports to the General Manager or evidence to the satisfaction of the
City that Assignee is capable of providing an equivalent level of support to the Dublin
operation. Further, the sufficiency of localized knowledge that would be lost in an
Assignment should not be at the ratepayers’ expense and so any new expenses
associated with filling this knowledge gap should not be allowable in any future
compensation adjustments.
322
Attachment 1:
AVI Per formance
Review
323
324
Managing Tomorrow’s Resources Today
590 Ygnacio Valley Road, Suite 105 Northern California
Walnut Creek, California 94596 Southern California
Telephone: 925/977-6950 www.hfh-consultants.com
July 23, 2024
Michelle Sung
Environmental Technician
City of Dublin
100 Civic Plaza
Dublin, CA 94568
Subject: AVI and City of Dublin Performance Review – FINAL REPORT
Dear Michelle Sung,
HF&H Consultants, LLC (HF&H) provides the enclosed report on our due diligence audit and performance
review (Review) of the performance of Amador Valley Industries, LLC (AVI) during calendar year 2022.
HF&H evaluated AVI’s performance under: 1) the signed and executed Amended and Restated Collection
Service Agreement (6th Amendment), between the City of Dublin (City) and AVI, and 2) the negotiated and
unsigned Amended and Restated Collection Service Agreement (SB 1383 Amendment), for which AVI
began receiving increased compensation beginning July 1, 2022 to meet the increased obligations under
SB 1383. This report presents the scope of our due diligence review, the findings of our review, proposed
conditions to the performance of AVI based on our review, and our recommendations.
Sincerely,
HF&H CONSULTANTS, LLC
Rob Hilton Dave Hilton
President Senior Project Manager
Sincerely,
HF&H CONSULTANTS, LLC
325
City of Dublin Executive Summary
Amador Valley Industries Performance Review Report
July 23, 2024 Page 1 of 15 HF&H Consultants, LLC
EXECUTIVE SUMMARY
HF&H was engaged by the City of Dublin to complete a Performance Review (Review) of AVI in accordance
with the Franchise Agreement(s), including the executed Amended and Restated Collection Service
Agreement dated September 10, 2020 (6th Amendment) as well the negotiated but unsigned Amended
and Restated Collection Service Agreement (SB 1383 Amendment) for which AVI was compensated. The
period of this Review was for calendar year 2022 in order to review the most recently completed calendar
year for ease of quarterly and calendar year annual report reviews. Additionally, this period was selected
in order to review both the period prior to, and after, July 1, 2022, when compensation adjustments were
made in order to implement new services in accordance with the SB 1383 Amendment.
HF&H performed the Review and analysis of AVI’s performance and compliance with the 6th Amendment
and the SB 1383 Amendment in five key areas. The requirements and relevant sections of each
Amendment and HF&H’s determination of compliance are summarized in the table below and the
narrative immediately following the table, with the remainder of the report describing what was reviewed
and the basis used to determine compliance.
Customer Service
Findings: HF&H’s review of AVI’s performance and adherence to customer service requirements
suggested AVI has largely been properly documenting and reporting customer complaints in
accordance with the 6th Amendment; however, the review revealed that AVI was not properly
326
City of Dublin Executive Summary
Amador Valley Industries Performance Review Report
July 23, 2024 Page 2 of 15 HF&H Consultants, LLC
documenting and reporting customer complaints in accordance with the SB 1383 Amendment related
to SB 1383 compliance.
Recommendations: HF&H recommends AVI review the reporting requirements detailed in the 6th
Amendment as well as the additional requirements in the SB 1383 Amendment to identify the
requirements and proactively manage customer service compliance to ensure Agreement standards
are met.
Public Education and Outreach/Technical Assistance
Findings: HF&H’s review of AVI’s performance of public education and outreach activities, which
included multiple sections and obligations in both the 6th Amendment and the SB 1383
Amendment, revealed each section reviewed had several requirements that were not being met.
Recommendations: HF&H recommends AVI align the framework of each Public Education and
Outreach Plan (PEOP) with each specific requirement of the then-current Agreement to more
clearly demonstrate the requirements are met and that the City and AVI develop quantitative
metrics to establish what success means with regard to reaching outreach requirements.
Diversion and Facility Operations
Findings: HF&H’s review of AVI’s performance for Diversion and Facility Operations found that
while AVI is in compliance with the use of approved facilities, it does not appear that AVI is on
track to meet its diversion goals outlined in the SB 1383 Amendment.
Recommendations: HF&H recommends the City meet and confer with AVI to establish
expectations around programs and outreach to achieve the diversion requirements stated in the
6th Amendment and SB 1383 Amendment moving forward.
Reports and Records
Findings: HF&H’s review of AVI’s performance regarding the submittal of recurring reports in both
the 6th Amendment and the SB1383 Amendment revealed that timelines were missed on
numerous occasions. HF&H’s review of AVI’s quarterly reports also revealed that AVI is not
meeting the 50% diversion rate requirement prescribed in the SB 1383 Amendment.
Recommendations: HF&H recommends AVI submit a new template for the City to review and
approve that cites and clearly identifies each reporting requirement under the SB 1383
Amendment. Any requirements left out from the 6th Amendment in the current reporting
templates should be noted and included in the new template.
Notification Procedures
Findings: HF&H reviewed relevant materials on AVI staff, supervisors, and management internal
protocols for monitoring AVI’s compliance with the requirements of the 6th Amendment and found
that AVI is in compliance with regard to solving complaints within the number of days allowed.
Recommendations: The City should continue to ensure that AVI is in compliance with the SB 1383
Amendment. This includes timeliness of information request and any upon request material.
327
City of Dublin Executive Summary
Amador Valley Industries Performance Review Report
July 23, 2024 Page 3 of 15 HF&H Consultants, LLC
Limitations of the Analysis
The scope of HF&H’s analysis was limited as follows:
A.HF&H’s Review is different in scope than an audit of financial statements; such audits are performed
by the independent certified public accountants retained by AVI.
B.While the recommendations identify potential areas for improvement, the scope of work for the
Review did not include development of specific remedies other than those incorporated into the
amendments already under consideration and this report.
328
City of Dublin Performance Review
Amador Valley Industries Performance Review Report
July 23, 2024 Page 4 of 15 HF&H Consultants, LLC
PERFORMANCE REVIEW
1. Customer Service Analysis
The 6th Amendment and SB 1383 Amendment both establish specific performance standards on customer
service, which must be performed by AVI . The SB 1383 Agreement included the same requirements as the
6th Amendment, as well as adding reporting requirements based on SB 1383 regulations such as
complaints and detailed documentation on resolutions involving SB 1383 non-compliance. HF&H reviewed
the 2022 quarterly reports, and more specifically, the customer service report to verify compliance with
service quality, reliability, and customer service performance standards.
Findings
HF&H found that AVI is generally compliant with the customer service requirements, with the following
exceptions:
• HF&H requested detailed data from AVI’s customer service log (Exhibit D, Section 2.C. of the SB
1383 Amendment). AVI did not provide a detailed list with the following information, that is
required as part of the 6th Amendment: a summary of the type of complaints (e.g., missed pickups,
scheduled cleanups, billing concerns, damage claims, SB 1383 non-compliance), number of
complaints, complaint logs, the resolution of each complaint, including the timestamp of
complaints and/or resolutions that may be seen on workorders. In accordance with Section
15.01.3 and 18.04.4 a customer call log should be provided upon request of the City. These
requirements are part of the 6th Amendment and expanded in the SB 1383 Amendment to include
SB 1383 non-compliance checks. In their response to the draft performance review report, AVI
stated that their staff uses a City-approved template where the information requested in the
template is provided on a monthly basis, however, did not provide any additional information
documenting the template was approved by the City. To address these concerns, the City has
agreed to provide AVI a template to use starting on the first day of the calendar month following
the date the template is provided to AVI that will be considered compliant with the then-current
reporting requirements.
• HF&H requested clarification from AVI on the operating hours for the local office. AVI confirmed
that AVI’s office closes at 5:00 p.m., whereas Section 15.01 in the 6th Amendment requires the
office be open until 6:00 p.m. The City has since confirmed that the closing time of 5:00 p.m. is
acceptable. HF&H requested information on AVI’s response to missed calls and whether postcards
sent to customers after three attempts. AVI validated that postcards are not sent, but proper
protocols addressing missed calls are conducted in accordance with Section 15.01.4 of the 6th
Amendment and SB 1383 Amendment.
• HF&H requested information on AVI’s training protocols for customer service representatives. AVI
stated that they are working to update their training protocols to include training customer service
representatives on common items and behaviors around the compost stream.
• HF&H reviewed AVI’s w ebsite and it does not have a frequently asked questions section or map
for collection schedule, as required by Section 15.01.5 of the 6th Amendment and SB 1383
Amendment.
Recommendations
HF&H recommends AVI review the 6th Amendment as well as the SB 1383 Amendment to identify the
requirements and proactively manage customer service compliance to ensure Agreement standards are
329
City of Dublin Performance Review
Amador Valley Industries Performance Review Report
July 23, 2024 Page 5 of 15 HF&H Consultants, LLC
met. AVI needs to ensure that their website and physical office are in compliance with the office hours and
other standards stated in the 6th Amendment and should only deviate with express written permission
from the City. HF&H recommends the City provide AVI with a reporting template that is compliant with
the 6th Amendment and SB 1383 Amendment on the date the template is provided for AVI’s use; provided,
however, that the City makes no representations or guarantees that the report template will remain
compliant if AVI makes any modifications, if the City requests additional information be reported, or any
reporting requirements are included in the future. Additionally, HF&H recommends that the SB 1383
Amendment be updated to reflect any changes such as office hours that have been agreed upon, to ensure
that AVI is in compliance with the contract.
HF&H recommends that AVI review the SB 1383 Amendment to proactively report SB 1383 complaints
and non-compliances. AVI needs to document, at a minimum, for each complaint received: name and
contact information of the complainant, if the incident is not submitted anonymously; identity of the
alleged violator, if known; description of the alleged violation, including location(s) and all other relevant
factors known; identity of any witnesses, if known; and, if requested by the City pursuant to Section
21.01.4, the date the Contractor conducted additional outreach or investigated the complaint (if
applicable); documentation of the findings of the investigation; and, any photographic evidence collected
during the investigation. Contractor shall include copies of all related reports submitted by Contractor to
the City in accordance with Section 21.01.4 for the SB 1383 Amendment.
2. Public Education and Outreach Analysis
The SB 1383 Amendment establishes specific public education and outreach requirements to be
performed by AVI . HF&H has crossed referenced the SB 1383 Amendment with the 6th Amendment to
note where any requirements are or are not applied in both. This part of the Review was broken into nine
separate sections:
1. Administrative requirements
2. Website
3. Special events
4. Schools
5. Single-family
6. Multi-family
7. Commercial
8. City facility
9. Upon request
For each section, HF&H reviewed newsletters, guides, Public Education and Outreach Annual Plans
(PEOPs), monthly reports , and annual reports from 2022 that were submitted by AVI . Quarterly reports
were used to identify the number of engagements AVI had with customers to offer educational and/or
technical support, as well as to identify the number of non-collection tags that were distributed.
Additionally, quarterly reports were cross-referenced with the PEOPs to ensure deliverables were met.
330
City of Dublin Performance Review
Amador Valley Industries Performance Review Report
July 23, 2024 Page 6 of 15 HF&H Consultants, LLC
Findings
Administrative Requirements
• Per Exhibit 8 of the both the SB 1383 Amendment t and the 6th Amendment, AVI’s education and
outreach messaging plan focuses on introducing new programs to residents and businesses, as
well as increasing awareness of the need to reduce, reuse, and recycle, and the importance of
buying recycled content products. The residential, multi-family and commercial plans had no
messaging on the importance of buying recycled content products with the latter two plans
omitted the correct setout instructions.
• AVI ’s program related information in public education and outreach materials was deficient as it
did not include required messaging around junk mail reduction, grass recycling, or backyard
composting in accordance with both the 6th Amendment and the SB 1383 Amendment.
Website Activities
• AVI met the requirements for hosting and maintaining a website, per the 6th Amendment and the
SB 1383 Amendment.
• During the 2022 review period, AV I did not meet the requirements for posting residential rates on
the website per the 6th Amendment and the SB 1383 Amendment. Residential rates have since
been updated on the website four months after rates came into effect (completed December
2023).
Special Events Education and Outreach Activities
• Pursuant to Section 16.04 of the 6th Amendment and the SB 1383 Amendment, “AVI shall make
available up to ten percent (10%) of the Compost and Mulch product (based on the weight of
Organic Waste Collected of the previous year) to the City in the following categories: (i) bulk
Compost and Mulch for use in City parks and City facilities; and (ii) bulk Compost and Mulch for
distribution to City residents at one (1) recurring annual Compost give-away event.” HF&H
determined that AVI had not been proactively tracking or reporting on the Compost or Mulch
product that was required to be made available to the City, however, AVI did provide internal
tracking information which documented one event held on June 18, where forty-four cubic yards
were given away which was the amount requested by the City. AVI and the City agree that Compost
and Mulch product has been provided when requested and the City has requested AVI begin more
complete reporting on the amount of Compost and Mulch product available to the City and the
amount of Compost and Mulch provided upon City request.
• Exhibit B4.8.D of the SB 1383 Amendment states AVI shall prepare and pay for publication of all
advertisements and public announcements regarding HHW events. As part of HF&H’s initial
request, AVI provided only a sample drop-off day postcard for 2023. After AVI reviewed the draft
performance review report, AVI sent a postcard for the 6/18/2022 event that was during the
correct period. AVI did not provide a mailing date or customer list for review as CleanEarth is
responsible for scheduling and mailing the postcards.
Schools Education and Outreach Activities
• Section 16.02.3 of the SB 1383 Amendment and 6th Amendment state that AVI shall provide public
schools with a standardized classroom recycling bin for every classroom and office in the district
that is imprinted with the logo of the school district and the words "Dublin Schools Recycle." AVI
331
City of Dublin Performance Review
Amador Valley Industries Performance Review Report
July 23, 2024 Page 7 of 15 HF&H Consultants, LLC
has not provided information regarding the recycling bins program at Dublin schools for 2022. In
their response to the draft performance review report, AVI stated that the schools were not
interested in participating, however, no documentation was provided, and AVI asserted there is
no contract requirement to continue to offer the program continually since 2005. While the City
indicated they do not agree with AVI’s interpretation of this provision, the City is agreeable to
removing this requirement.
• Section 16.02.2 of the SB 1383 Amendment and 6th Amendment state that AVI shall work with the
City's public school district to implement the "Go Green Initiative," as part of its public education
programs. AVI provides education and outreach to City schools through planned programs and
upon request activities. The 2022 school education program was partially met. AVI continued to
collaborate with the school district and attended a meeting with all sites to survey the current
waste program and needs. However, site visits and outreach activities were not properly
documented due to a recycling coordinator staffing change.
Single Family Education and Outreach Activities
• Exhibit 8.2.B of the SB 1383 Amendment and Exhibit 8 of the 6th Amendment state that single
family newsletters for quarters one through four are available online. AVI did not include
frequently asked questions (and answers), status reports on diversion levels, information
regarding what is being done with the recyclables collected, or information about hard-to-market
materials.
• Exhibit B1.5 of the SB 1383 Amendment and Section 8.07.3 of the 6th Amendment state
“Contractor shall promote, manage, staff, operate and administer the Large Item Collection
Service in a manner designed to encourage its wide use by Residential occupants.” HF&H reviewed
and was not able to find any advertisements or other related promotional information regarding
the large item collection service in the newsletters.
Multi Family Education and Outreach Activities
• Section 16.03 of the SB 1383 Amendment and Section 8.07.3 of the 6th Amendment both require
AVI to provide annual collection service notices and manage and promote their services. HF&H
requested the program notification direct mailing, distribution date, and distribution list or
quantities of flyers and service notices. AVI was not able to provide this information.
• Section 3.07.11 of the SB 1383 Amendment states information is to be made available on the AVI
website regarding the multi-family household battery collection boxes. No information on
household battery collection boxes was made available on AVI’s website. AVI provided quarter two
through four 2022 newsletters on their website, with only the quarter two newsletter containing
information on battery collection. HF&H noted the quarter one’s newsletter was not available on
AVI’s website. While this requirement is not part of the 6th Amendment, it is a requirement under
the SB1383 Amendment.
• Section 16.03 of both Amendments states each calendar year during the term of this agreement,
the Contractor shall publish and distribute separate notices to all MFD Service Units regarding the
MFD Collection Service programs. AVI was able to provide information on multi-family recycling
door hangers and flyers regarding regular pickup reminders, bulky item pick up, and recycling but
it was not clear to HF&H how, when, and in what quantity hangers /flyers were distributed.
Information on distribution of door hangers and flyers are included in the quarterly report, if any,
for the reporting period.
332
City of Dublin Performance Review
Amador Valley Industries Performance Review Report
July 23, 2024 Page 8 of 15 HF&H Consultants, LLC
Commercial Education and Outreach Activities
• Section 10.02 of the SB 1383 Amendment and the 6th Amendment both state “CONTRACTOR’S
full-time Recycling Coordinator shall develop an annual Commercial Waste audit plan and submit
the plan to the CITY for review no later than July 1, annually. At a minimum, the plan shall include
the audit of at least two (2) and as many as five (5) Commercial Service Units per day depending
on the needs of the commercial community, averaging a minimum of forty-four (44) per month.”
HF&H reviewed the records of commercial waste audits and found that AVI did not meet the
requirements for at least two and as many as five commercial service units per day. AVI reported
challenges in meeting the quarterly auditing and outreach targets due to a staffing change in the
recycling coordinator role, but AVI was compensated for the position and to perform this work
despite any turnover and/or vacancies.
• Section 3.07.12 of the SB 1383 Amendment and Section 3.07.10 of the 6th Amendment both state
AVI and the City shall work cooperatively to implement ongoing educational and operational
changes to reduce customers’ use of compostable plastic bags along with other contamination in
the commercial organic materials. AVI did not provide information to demonstrate compliance
with regard to compostable plastics.
Upon Request
• HF&H requested information from the City regarding AVI's submittal of information related to
upon request activities. The City stated that AVI has been responsive to City requests for
information, but that certain requests, such as tonnage and subscription data, take longer. The
current agreement does not establish a time frame of when requested data should be received,
but in the SB 1383 Amendment, new language has been included to specify submission dates of
reports and response time of requested data.
Recommendations
HF&H recommends AVI align each Public Education and Outreach Annual Plan (PEOP) with the specific
requirements of the Agreement in order to more clearly identify compliance with the required
components of the PEOPs.
HF&H recommends the City regularly review the time of submission of PEOP to ensure requirements are
met. HF&H also recommends that AVI work with the City to more proactively communicate when AVI is
planning and holding events related to public education and outreach requirements.
HF&H recommends that AVI should offer programs to schools as required by both the 6th Amendment and
the SB1383 Amendment. If the schools decline these services, AVI should document the reason why and
continue to offer annually. AVI should regularly meet with the City to discuss how to better understand
trends and how to further support school programs.
HF&H recommends the City and AVI meet and discuss priorities around campaigns and outreach to put
forward awareness of the HHW and battery program.
HF&H recommends that metrics be developed as part of each PEOP for measuring the success of the
education and outreach programs provided by AVI and include a section within each quarterly report that
compares AVI’s performance against these metrics. These metrics may include, for example, increased
diversion program participation in response to various targeted education and outreach campaigns.
333
City of Dublin Performance Review
Amador Valley Industries Performance Review Report
July 23, 2024 Page 9 of 15 HF&H Consultants, LLC
Finally, HF&H recommends the City evaluate whether AVI has fulfilled all of its obligations under the both
the 6th Amendment and the SB 1383 Amendment related to education and outreach activities and whether
more explicit budgets and activities need to be identified and reviewed to ensure AVI completes these
specific activities or consider whether the City should remove the obligations and compensation for these
services and bring the services in house or find another contractor to perform them.
334
City of Dublin Performance Review
Amador Valley Industries Performance Review Report
July 23, 2024 Page 10 of 15 HF&H Consultants, LLC
3. Diversion and Facilities Use Analysis
HF&H reviewed AVI’s quarterly reports from 2022. Section 6.01 of the 6th Amendment states “Contractor
shall use commercially reasonable efforts to achieve the following minimum annual Diversion rates by the
Agreement Year beginning July 1, 2025,” which is also required under the SB1383 Amendment.” With 75%
by 2025 diversion from Single-Family, Multi-Family, and Commercial customers being the target, based on
the diversion numbers below it does not appear that AVI is trending in the direction to achieve these
diversion goals.
Findings
Table 1: HF&H Diversion Review
Reports 75% Reached? Diversion % Comments
CY Q1 2022 No 41.72% RES 49%, COM 32%
January 2022 No 42.51% RES 49%, COM 32%
February 2022 No 41.44% RES 48%, COM 32%
March 2022 No 41.18% RES 48%, COM 31%
Q2 2022 No 41.94% RES 49%, COM 32%
April 2022 No 42.57% RES 50%, COM 32%
May 2022 No 41.91% RES 48%, COM 33%
June 2022 No 41.35% RES 48%, COM 33%
Q3 2022 No 41.09% RES 48%, COM 32%
July 2022 No 41.58% RES 48%, COM 33%
August 2022 No 41.07% RES 48%, COM 32%
September 2022 No 40.65% RES 47%, COM 32%
Q4 2022 No 41.25% RES 47%, COM 33%
October 2022 No 39.67% RES 45%, COM 32%
November 2022 No 41.37% RES 47%, COM 33%
December 2022 No 42.59% RES 50%, COM 33%
CY Annual 2022 No 42.96% RES 48%, COM 32%
FY Annual 2022 No 42.19% RES 49%, COM 32%
Diversion
• The average diversion rate of the residential sector is 48% while commercial/multi-family was
lower at 32%. Based on this data, it does not appear that AVI is on track to achieve the diversion
goal of 75% diversion by the Agreement Year beginning July 1, 2025, as required in both the 6th
Amendment and the SB1383 Amendment.
Facility
• AVI is in compliance with the facilities listed in the 6th Amendment and SB 1383 Amendment based
on review of weight tickets. AVI disposes of solid waste at Altamont Landfill. AVI processes organic
materials at Blossom Valley. AVI recyclables are sent to the Alameda County Recovery Facility
335
City of Dublin Performance Review
Amador Valley Industries Performance Review Report
July 23, 2024 Page 11 of 15 HF&H Consultants, LLC
located in San Leandro. Material tonnages disposed at which facilities are not listed in the monthly,
quarterly, or annual reports for CY 2022.
Weight Tickets
• HF&H randomly selected 40 scale tickets to review. HF&H requested invoices to confirm the
correct rate was charged per the rate sheets. No incorrect billing was found.
Recommendation
AVI must meet the minimum diversion rate stated in the 6th Amendment and SB 1383 Amendment and
work with the City to develop a compliance plan to ensure AVI meets the requirement. HF&H recommends
the City meet with AVI to re-establish expectations around programs and outreach to achieve the diversion
requirements stated in the 6th Amendment and SB 1383 Amendment, including establishing quantitative
performance measures around the annual PEOP. It may be beneficial to involve outside firms to perform
deeper analysis of diversion trends and support the creation of new or more targeted outreach campaigns.
4. Reporting and Record Standards Analysis
HF&H reviewed dates and times reports were sent to indicate when AVI submitted reports to the City and
compared those submission dates and times to the deadlines indicated in the 6th Amendment and the SB
1383 Amendment. HF&H reviewed monthly and quarterly reports for 2022. Additionally, AVI submitted
two annual reports, one for Calendar year 2022 and one for fiscal year 2022. AVI did two overlapping
reports due to schedules are realigning in the Agreement. In their response to the draft performance
review report, AVI stated that the reports have been provided based on a template provided to AVI and
that the City has never identified any issues with the reporting. AVI did not provide any additional
information documenting the template was approved by the City. As stated in Section 1 of this Report, the
City has agreed to provide AVI a template to use starting on the first day of the calendar month following
the date the template is provided to AVI that will be considered compliant with the then-current reporting
requirements.
When reviewing monthly, quarterly, and annual reports, HF&H noted any inaccuracies from the
requirements outlined in Section 18 of the 6th Amendment and Exhibit D of the SB 1383 Amendment and,
despite City acceptance, and included them in the findings below.
Findings
Monthly Reports
HF&H reviewed the monthly reporting requirements in Section 18.04 of the 6th Amendment and noted
the following items in the reports:
• The solid waste data was missing from the City service and construction and demolition units. The
report does not list City tonnage collected and disposed of. In the monthly diversion report, City
tonnage is combined with commercial tonnage, but that language is not consistent throughout
the report. In their response to the draft performance review report, AVI stated they have never
been asked to separate this data; however, this data was required as part of the 6th Amendment
regardless of any separate City request.
• In the recycling data, Single-Family Dwellings (SFD) and Multi-Family Dwellings (MFD) are
combined in the monthly services report (Exhibit 2, Monthly Tonnage Report). AVI may have
combined City data with commercial, but it is not clear throughout the report. Participation rates
336
City of Dublin Performance Review
Amador Valley Industries Performance Review Report
July 23, 2024 Page 12 of 15 HF&H Consultants, LLC
relative to the total number of service units by service unit type is not included in the reports. In
their response to the draft performance review report, AVI stated they have never been asked to
separate this data; however, this data was required as part of the 6th Amendment regardless of
any separate City request..
• AVI informed HF&H that the school’s calendar year 2022 overview contained information about
visits and meetings were limited due to staff turnover at AVI.
• Several of the reports were one to three days late based on the dates of their cover letter.
Per Exhibit D.2 of the SB 1383 Amendment, AVI is required to report the following additional information:
• The organic waste report - participation rates relative to weekly set outs, average daily gross tons,
and the average daily number of set outs.
• The tonnage summary - tonnage by approved facility and facility type.
• The customer service log - - section detailing SB 1383 non-compliance complaints.
• The residual tonnage report - residue level and tonnage for all discarded materials processed,
listed separately by material type collected and approved facility used.
• The recycling markets report - source separated recyclable materials tonnage by commodity,
average commodity values, and processed residue tonnage.
• The contamination monitoring report - a description of AVI’s process for determining prohibited
container contaminants, a summary of contamination notices, and documentation of the total
number of containers with contents disposed of due to observed prohibited contaminants.
Quarterly Reports
HF&H reviewed the quarterly reporting requirements in Section 18.05 of the 6th Amendment and noted
the following items in the reports:
• The tonnage information is not compared to the corresponding tonnage data from the prior year ’s
comparable period.
• Future event information is reported in the public education and information activities, but there
is no summary of historical activities.
• The total, but not the average commercial audit information is included in reports . The results of
the commercial waste audits had not been reported at the time of the initial review. A sample of
the commercial waste audits were provided on 5/1/2024.
Per Exhibit D.3 of the SB 1383 Amendment, AVI is required to report the following additional information:
• The progress with implementing SB 1383 programs, and descriptions of any opportunities
identified or challenges faced, including plans for addressing such challenges.
• A service evaluation report, including market factors, publicity conducted and needs, and
descriptions of processed material loads rejected for sale.
• Documentation of all materials exported out of State, as provided in 14 CRR Sections 18800
through 18813.
337
City of Dublin Performance Review
Amador Valley Industries Performance Review Report
July 23, 2024 Page 13 of 15 HF&H Consultants, LLC
Annual Reports
HF&H reviewed the annual reporting requirements in Section 18.06 of the 6th Amendment and noted the
following items in the annual reports:
• Quarterly reports are summarized by the year and not by quarter.
• The annual report does not include the Summary of Historical and Proposed Activities.
• Organic Waste tonnage data is not listed by processing facility.
• The Used Oil Program cost financial data is not segregated between SFD and MFD. The financial
data does not include three of the four categories (administration, collection, and transportation).
• The diversion plan is missing from the annual report.
• The large item report is missing the disposal facility name and location, average price received or
paid per ton and total revenue, expenditures, and total net costs or proceeds.
• The textiles report is missing the disposal facility name and location, average price received or
paid per ton and total revenue, expenditures, and total net costs or proceeds.
• The special events report omits historical comparison of annual events (Holiday Tree Collection)
and the average of all Agreement years.
Per Exhibit D.4 of the SB 1383 Amendment, AVI is required to report the following additional information:
• The documentation demonstrating that the actual percent of the material removed for landfill
disposal that is organic waste is less than the percent specified in in either 14 CCR Section
17409.5.8(c)(2) or 17409.5.8(c)(3), whichever is applicable. If applicable, AVI will demonstrate
compliance with the digestate handling requirements specified in 14 CCR Section 17896.5
• The summary of all data provided in the tonnage report sections, including totals and averages
from the quarterly and annual data, and subscription data.
• The total amount of mulch and/or compost product provided to the City.
• The results of the City’s annual compost give-away event.
• The total amount of SB 1383 renewable natural gas procured for use in vehicles including copies
of any receipts, invoices, or other similar documentation.
• The total number of SB 1383 regulatory non-compliance complaints that were received, and the
total number investigated. This report will also include the total number of contamination notices
categorized by sector, and copies of all contamination notices and educational materials issued to
non-compliant generators.
• The list of all vehicles used in performing services under the Agreement including the license plate
number, VIN, make, model, model year, purchase date, engine overhaul/rebuild date if applicable,
and mileage on June 30.
• The following on education and outreach:
o A copy of all education and outreach materials;
o A record of the distribution date and recipients of direct, in-person contact;
o A record of the date, number of recipients, and a copy of the information distributed
through mailings or bill inserts;
338
City of Dublin Performance Review
Amador Valley Industries Performance Review Report
July 23, 2024 Page 14 of 15 HF&H Consultants, LLC
o A copy of electronic media, including the dates, posted to social media, e-mail
communications, or other electronic messages;
o A summary of the status of the annual education and outreach plan;
o A record of all technical assistance efforts;
o A list of all languages that education materials were provided in; and,
o A copy of all special event reports.
• The documentation of written notification if the organic waste processing facility has the capability
to process and recover compostable plastics throughout the term of the Agreement.
Additional Reports
Per the SB 1383 Amendment, AVI may be required to report the following information at the City’s request:
• Copies of AVI’s AB 901 reports;
• Incident reports;
• Facility capacity planning information;
• Excuse from performance; and,
• Customized reports from records AVI are required to maintain.
Recommendations
• AVI and the City should meet and discuss the importance and timeliness of certain reporting
requirements and if current requirements need to be revised to better understand customer
information and activity in order to create more effective programs to increase diversion.
• AVI should submit a new template for the City to approve that will record and report the all the
requirements in the SB 1383 Amendment, provided, however, that City approval of such a
template does not relieve AVI of the responsibility to comply with the provisions of the contract.
Additionally, any requirements left out from the 6th Amendment in the current reporting
templates should be noted and included in the new template.
5. Notification Procedures Analysis
HF&H reviewed relevant materials on AVI staff, supervisors, and management internal protocols for
monitoring AVI’s compliance with the requirements of the 6th Amendment. HF&H obtained copies of
notices transmitted to customers related to the specific noticing requirements to ensure that such
notices were compliant with the requirements of the 6th Amendment.
Findings
• HF&H sampled 60 notification procedures for customer resolution from 2022 and noted AVI is in
compliance with the number of days taken to resolve the complaint.
• The City has notified HF&H of the slow response times from AVI. The 6th Amendment does not
state required dates of submission or timeline for responses. In the SB 1383 Amendment, Section
18 and Exhibit D states the required timelines and/or dates of all requested submissions and data
to the City.
339
City of Dublin Performance Review
Amador Valley Industries Performance Review Report
July 23, 2024 Page 15 of 15 HF&H Consultants, LLC
Recommendation
The City should continue to ensure that AVI is in compliance with the SB 1383 Amendment. This includes
established timelines for resolving complaints and for responding to City requests for additional
information and/or supporting materials.
340
Attachment 2:
AVI C ompensation
Review
341
342
Managing Tomorrow’s Resources Today
590 Ygnacio Valley Road, Suite 105 Northern California
Walnut Creek, California 94596 Southern California
Telephone: 925/977-6950 www.hfh-consultants.com
MEMORANDUM
To: Shannan Young, Environmental and Sustainability Manager – City of Dublin
From: Rob Hilton, President – HF&H Consultants
Dave Hilton, Senior Project Manager – HF&H Consultants
Copy to: Debbie Jeffery, Manager – AVI
Date: June 6, 2024
Subject: Review of AVI’s Compensation – Final Report
HF&H Consultants, LLC (HF&H) provides the enclosed report on our due diligence compensation review
(Review) to verify Amador Valley Industries, LLC (AVI)’s compensation under the Amended and Restated
Collection Service Agreement (Agreement) between the City of Dublin (City) and AVI. This report presents
the scope of our due diligence review, the findings of our review, proposed conditions to the
compensation of AVI based on our review, and our recommendations.
Scope of Work
We performed the following procedures as part of our review:
• Reviewed AVI’s actual eligible costs during the prior rate period (FY 22/23), including the review of
financial statements, tonnage reports, route operation statistics, and other supporting
documentation to verify the accuracy and practicality of the costs associated with the Agreement;
• Verified the revenue generated from customer billings in order to assess the reasonableness and
accuracy of the gross rate revenues as reported by AVI;
• Reviewed the current customer subscription data received from AVI multiplied by the current rated
in order to calculate revenue received;
• Tested a limited judgement sample of commercial and residential customer accounts to verify the
rates matched the current City-approved rate schedules;
• Applied the RRI methodology to convert 2023/24 eligible expenses into 2024/25 dollars; and,
• Determined the City’s revenue requirement.
Findings
HF&H reviewed financial statements from AVI to verify AVI’s compensation is consistent with an operating
ratio not greater than 90%. This included reviewing financial statements, tonnage reports, route operation
343
Managing Tomorrow’s Resources Today
MEMORANDUM
Page 2 of 9
statistics, customer subscription, and other supporting documents. HF&H compared these financial ratios
to what is allowed. Based on this review and the information obtained for AVI, HF&H has provided the
results of this analysis to ensure that rate payers are not over-funding this operating ratio through
collection rates.
HF&H reviewed the following sections described below:
Cost and Expenses Determination
Financial Statement
HF&H reviewed AVI’s audit financial and verified the amounts with supporting documentation. HF&H
reviewed operating expenses in the audited financials to actuals for the year to test the audited financials
were accurate. We found no discrepancies during this section of the review.
City Fees
Section 4.04 of the Agreement states Contractor shall make payment to the City of a franchise fee,
administrative fee, and such other fees as may be specified. Monthly fee remittances to the City were
recalculated and verified per the language in the Agreement. We found no discrepancies during this
section of the review.
Figure 1: Summary of Fees Recalculated by HF&H
Tonnage Reports
HF&H reviewed AVI’s annual and quarterly tonnage reports to the City and verified the amounts with
supporting documentation. HF&H recalculated the tonnages in the reports and selected 40 weight tickets
Date Franchise Fee Administration
Fee C&D Fee Total City Fees
Jul-22 235,209$ 100,701$ 43,094$ 379,005$
Aug-22 244,302 104,594 42,129 391,025
Sep-22 233,662 100,039 69,119 402,820
Oct-22 294,646 126,148 51,049 471,844
Nov-22 254,444 108,936 44,506 407,885
Dec-22 232,311 99,460 51,156 382,928
Jan-23 921,892 394,694 38,756 1,355,342
Feb-23 259,306 111,018 33,329 403,652
Mar-23 326,979 139,991 22,766 489,735
Apr-23 253,144 108,380 47,380 408,903
May-23 913,823 391,239 25,578 1,330,640
Jun-23 233,543 99,988 49,110 382,640
Jul-23 258,916 110,851 11,068 380,835
Aug-23 240,537 102,982 38,565 382,085
Sep-23 266,976 114,301 44,589 425,865
Total 5,169,689$ 2,213,322$ 612,194$ 7,995,205$
344
Managing Tomorrow’s Resources Today
MEMORANDUM
Page 3 of 9
to verify the correct weight and tipping fee is applied. AVI provided the receipt with the correct tonnage
and rate amounts. We found no discrepancies during this section of the review.
Route Operation Statistics
HF&H reviewed AVI’s submitted operation statistics form for reasonableness and accuracy. We compared
approximate jurisdictions to AVI’s account, labor, and route information. Account information matched
the subscription data provided. We reviewed route information for reasonableness by comparing route
hours and the efficiency of lifts per route to jurisdictions with similar ratios. We found no discrepancies
during this section of the review.
Revenue Review
HF&H reviewed customer services data to determine the accuracy of gross rate revenue reported by AVI.
We utilized customer subscription data from AVI and multiplied by the 2022 service rate to verify AVI’s
audited financial. HF&H reviewed the reasonableness of AVI’s method of calculating revenue and
performed our own build-up of rate revenue based on actual fiscal year 2022-2023 revenue and
determined the accuracy. We found no discrepancies during this section of the review.
Billing Review
HF&H reviewed 45 total invoices provided by AVI to test for systemic billing errors. We tested 15
residential, 15 multi-family, and 15 commercial class customers and noted the correct charge for each line
item. We found no discrepancies during this section of the review.
Figure 2: Billing Testing
Contractor Compensation
HF&H worked with AVI to adjust the current fiscal year (FY) 2022 – 2023 to reflect the audited financials
and removal of excess profit. Figure 3 shows prior years rate application with HF&H’s agreed
compensation amounts in FY 6/30/23 column. AVI is in agreement with HF&H regarding the methodology
of the financial review and the calculation of projected compensation elements moving on.
Exhibit 2 states the methodology used in calculating the following eight elements: 1. Collection
Compensation Element; 2. Commercial Recycling Incentive Element; 3. Disposal Compensation Element;
4. Container Compensation Element; 5. Recycling Material Diversion Compensation Element 6. Organic
Waste Diversion Compensation Element; 7. Vehicle and Administration Element; 8. Fee Compensation
Customers
Accounts
Tested
Number of
Errors
Residential 15 0
Mulit-Family 15 0
Commercial 15 0
Total 45 0
345
Managing Tomorrow’s Resources Today
MEMORANDUM
Page 4 of 9
Element. HF&H review AVI’s FY2023 and FY2024 rate application. No discrepancies in calculation were
found during this section of the review.
Figure 3: HF&H True Up Compensation
For Rate Change Effective 7/1/2022 7/1/2023
Approved Budget for FY 6/30/23 FY 6/30/24
Current Needed
Calculated
Contractor
Contractor Compensation Contractor Compensation
Compensation Ref. Page 2
Collection Compensation Element Excluding Officer Compensation 13,537,422$ 14,892,240$
Collection Compensation Element - Officers Compensation Frozen 840,000 840,000
Commercial Recycling Compensation Element 421,795 $451,194
Commercial Recycling Compensation Element Reduction Amount Frozen (421,795) (421,795)
Disposal Compensation Element Standard Formula 1,353,693 1,338,234
Container Compensation Element 321,578 330,711
Recycling Material Diversion Compensation Element
Recyclable Material Processing Cost (7/1/21- 6/30/22)1,216,902
Recyclable Material Processing Cost (7/1/22-6/30/23)Calc 1,196,893
Organics Compensation Element All ORG Calc 1,101,963 653,628
Commercial Food Waste Compensation Element Calc - 336,200
Vehicle & Admininistration Asset Replacement Element 1,611,549 1,611,549
Total Costs before Franchise Fees 19,983,107 21,228,854
6. Fee Compensation Element Current Needed
Franchise Fee 16.35%16.35%
Admin Fee 7.00%7.00%
Total 23.35%23.35%6,087,483 6,466,976
7 Total Calculated Compensation 26,070,590 27,695,830
Add Cost of Mid Year Dump Rate Changes
Less Former City Organic Subsidy
Rounding -
Required Compensation from Rates 26,070,590$ 27,695,830$
Forecasted Revenue using Current Rates and Dec. 2022 Census (see page 18)26,873,349
Required Rate Increase 822,481$
Average Rate Increase Percentage 3.06%
AVI Rate Model
HFH True Up Step 1
City Fees
346
Managing Tomorrow’s Resources Today
MEMORANDUM
Page 5 of 9
Methodology of Rate Adjustment
The following sections summarizes HF&H’s process in calculating the rate adjustment factor. We adjusted
the financials to address the true up necessary from the compensation review. HF&H follows the
methodology set forth by the Agreement to forecast FY24-2025 rate adjustment. HF&H recommends a
0.92% in rate adjustment following methodology of AVI’s FY2024 rate application:
Refuse Rate Index Adjustment (RRI)
Article 5.05.1.1 of the Agreement contains a detailed methodology for incorporating index and labor
changes in the annual rate adjustment to find the value of the RRI factor. The calculation begins with the
percent change in Labor according to the Teamster Union Local 70 Contract, vehicle maintenance index,
and consumer index. We found the operating cost categories using the audited financials. The cost of
the total expenses is used to find the weight of each cost category in relation to total cost. The weighted
percentage of the costs are multiplied by the by the percentage change in the calculated indexes to get
an RRI factor. The RRI factor used in AVI’s submitted application is 4.06%.
Commercial Recycling Compensation
Article 5.05.7.4 of the Agreement states the commercial recycling compensation element shall be the
initial commercial recycling compensation element stated in Article 5.05.7.3 minus the commercial
recycling compensation reduction amount of $421,795. Article 5.05.7.3 states the annual commercial
recycling compensation element adjustment shall be calculated by multiplying the commercial recycling
compensation element times (one plus the sum of the RRI factor and the ATG (annual tonnage growth)
factor). The forecasted commercial recycling compensation element is $47,717 ($496,512 - $421,795).
Adjusting Rates to Reflect Changes in Landfill / Disposal Cost
Article 5.05.3 states annual disposal compensation element adjustment shall be calculated by
multiplying the disposal compensation element times (one plus the AT (annual tonnage) factor and
multiplying the result, (the disposal compensation element adjusted for growth), times (one plus the
ATF (annual tip fee) factor) as show in Exhibit 2. The growth of tonnage has decreased resulting in an
annual tonnage factor of -6.98% and the annual tipping fee factor is 1.82% based on the growth of
approved tip fee. The forecasted disposal compensation element is $1,267,481.
Container Compensation Element
Article 5.0535 states the container compensation element represents the amortized cost of carts and
bins over the lifetime of the Agreement and shall not be adjusted except to account for customer
growth through the use of the AG (annual growth) factor. The AG factor for year end 2023 is 1.31%.
Prior year container compensation of $330,771 is multiplied by the AG factor to get FY2024 cost. The
forecasted container compensation element cost is $335,043.
Recycling Material Diversion Compensation Element
Article 5.05.8 of the Agreement states recycling materials division compensation element is calculated
annually by multiplying (a) the actual tonnage of recyclable materials delivered by contractor in prior
347
Managing Tomorrow’s Resources Today
MEMORANDUM
Page 6 of 9
calendar year (January 1 – December 31) by the anticipated per-ton tip fee to be charge by such MRF
during the subsequent Agreement year. The forecasted recycling materials division compensation
element cost is $1,157,932.
Organic Waste Diversion Compensation Element
The organic waste is made up of two categories, commercial food waste and all other organic waste.
Both categories will be calculated in the same manor. Article 5.05.9 of the Agreement states organic
waste materials division compensation element is calculated annually by multiplying (a) the actual
tonnage of organic waste materials delivered by contractor in prior calendar year by the anticipated per-
ton tip fee to be charge by the organic waste processing facility during the subsequent Agreement year.
The forecasted commercial food waste cost is $426,423 and all other organic waste $675,540.
Vehicle and Administration Element
Article 5.18 of the Agreement states beginning July 1, 2020 the baseline Vehicle and Administration
Asset Element shall be set at $1,595,575. That amount was increased to $1,611,549 to account for
additional costs associated with SB 1383. The baseline amount shall not be subject to the annual rate
adjustment. The forecasted vehicle and administration element cost is fixed at $1,611,549.
Fee Compensation Element
Article 5.05.6 states fee compensation shall always be equal to the sum of the collection element,
disposal compensation element, and container compensation (base compensation) divided by [1 minus
the sum of the then current fee percentages] minus the base compensation. The fee compensation is
made up of the franchise fee and administrative fee.
Article 4.04.1 states the franchise fee percentage shall 16.35% with respect to revenue received for
services performed by contractor after June 30, 2021 and during the remaining term of this Agreement
unless adjusted by the City. Article 4.04.2 states the administrative fee percentage shall be 7.00% with
respect to revenue received for services performed by contractor after June 30, 2021 and during the
remaining term of this Agreement unless adjusted by the City. The forecasted fee compensation
element is $6,720,645.
Rates Projected to Meet Total Compensation
The following table summarizes the difference in AVI’s FY22-2023 audited financial total compensation
of $26,070,590 to provide franchised services and AVI’s proposed cost for FY24-2025. Based on our review
of the compensation and methodology of the application described in this report, we have determined
that a recommended 0.92% overall rate increase is consistent with the rate-setting methodology
described in the Agreement.
348
Managing Tomorrow’s Resources Today
MEMORANDUM
Page 7 of 9
Figure 4: 2 Year Forecast of Collection Service Compensation
FY 22-2023
FY 24-2025
(Proposed Costs)
Absolute
Change
Percent
Change
Collection Compensation Element $13,537,422 $15,699,874 $2,162,452 16%
Collection Comp. Element - Officer Compensation $840,000 $840,000 $0 0%
Commercial Recycling Compensation Element $421,795 $469,512 $47,717 11%
Com. Recycling Comp. Element Reduction Amount ($421,795)($421,795)$0 0%
Disposal Compensation Element $1,353,693 $1,267,481 ($86,212)-6%
Container Compensation Element $321,578 $335,043 $13,465 4%
Recycling Materials Diversion Compensation Element $1,216,902 $1,157,932 ($58,970)-5%
Organic Waste Diversion Compensation Element $1,101,963 $1,101,963 $0 0%
Vehicle and Administration Asset Element $1,611,549 $1,611,549 $0 0%
Fee Compensation Element $6,087,483 $6,720,645 $633,162 10%
Total Costs $26,070,590 $28,782,204 $2,711,614 10%
349
Managing Tomorrow’s Resources Today
MEMORANDUM
Page 8 of 9
Figure 5: RRI Methodology
For Rate Change Effective 7/1/2023 7/1/2024
Approved Budget for FY 6/30/24 FY 6/30/25
Current Needed
Calculated
Contractor
Contractor Compensation Contractor Compensation
Compensation Ref. Page 2
Collection Compensation Element Excluding Officer Compensation 14,892,240$ 15,699,874$
Collection Compensation Element - Officers Compensation Frozen 840,000 840,000
Commercial Recycling Compensation Element 451,194 $469,512
Commercial Recycling Compensation Element Reduction Amount Frozen (421,795) (421,795)
Disposal Compensation Element Standard Formula 1,338,234 1,267,481
Container Compensation Element 330,711 335,043
Recycling Material Diversion Compensation Element
Recyclable Material Processing Cost (7/1/22- 6/30/23)1,196,893
Recyclable Material Processing Cost (7/1/23-6/30/24)Calc 1,157,932
Organics Compensation Element Calc 653,628 675,540
Commercial Food Waste Compensation Element Calc 336,200 426,423
Vehicle & Admininistration Asset Replacement Element 1,611,549 1,611,549
Total Costs before Franchise Fees 21,228,854 22,061,559
6. Fee Compensation Element Current Needed
Franchise Fee 16.35%16.35%
Admin Fee 7.00%7.00%
Total 23.35%23.35%6,466,976 6,720,645
7 Total Calculated Compensation 27,695,830 28,782,204
Add Cost of Mid Year Dump Rate Changes
Less Former City Organic Subsidy
Rounding -
Required Compensation from Rates 27,695,830$ 28,782,204$
Forecasted Revenue using Current Rates and Dec. 2023 Census (see page 18)28,520,902
Required Rate Increase 261,302$
Average Rate Increase Percentage 0.92%
AVI Rate Model
HFH True Up Step 2
City Fees
350
Managing Tomorrow’s Resources Today
MEMORANDUM
Page 9 of 9
Recommendation
After review of AVI’s financial statements, tonnage reports, route operation statistics, contractor
compensation and other supporting documentation, we recommend the City adopt a 0.92% rate increase
applied it all rates in accordance with Article 5 of the Agreement.
351
HF&H Consultants, LLC
590 Ygnacio Vally Road, Suite 105
Walnut Creek, CA 94596
352