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HomeMy WebLinkAbout25-194 City of Cupetino and Zanker Road Resource Management for Solid Waste Constuction and Demolition Material Processing Services AGREEMENT between the CITY OF CUPERTINO and ZANKER ROAD RESOURCE MANAGEMENT, LLC for SOLID WASTE CONSTRUCTION AND DEMOLITION MATERIAL PROCESSING SERVICES June 2025 Page intentionally left blank June 2025 i City of Cupertino/ Zanker Road Resource Agreement TABLE OF CONTENTS RECITALS, DETERMINATIONS, AND FINDINGS ......................................................... 1 ARTICLE 1. DEFINITIONS .......................................................................................... 2 ARTICLE 2. TERMS OF AGREEMENT .......................................................................... 2 2.01 Effective Date ....................................................................................................... 2 2.02 Term And Extensions ............................................................................................. 2 2.03 Survival of Certain Provisions .................................................................................. 2 ARTICLE 3. OBLIGATIONS OF CITY ........................................................................... 3 3.01 Facility Designation ................................................................................................ 3 3.02 City Direction of Material ........................................................................................ 3 3.03 No Tonnage Obligation or Limit on Waste Prevention ................................................ 3 ARTICLE 4. OBLIGATIONS OF CONTRACTOR ............................................................ 4 4.01 Acceptance of Delivered Materials; Limitations and Exclusions; Subcontractors ............ 4 4.02 Facility Service Specifications .................................................................................. 6 4.03 Permits ................................................................................................................. 8 4.04 Ownership of Delivered Materials ............................................................................ 9 4.05 Rejection of Unpermitted and excluded Waste .......................................................... 9 4.06 Days and Hours of Operation ................................................................................ 10 4.07 Equipment and Supplies ....................................................................................... 10 4.08 Traffic Control and Direction ................................................................................. 10 4.09 Scale Operation ................................................................................................... 11 4.10 Personnel ........................................................................................................... 12 4.11 Safety ................................................................................................................ 12 4.12 Alternative Facility(ies) ......................................................................................... 13 4.13 Invoicing and Monthly Report ............................................................................... 13 4.14 Reporting ........................................................................................................... 14 4.15 Due Diligence ...................................................................................................... 15 4.16 Closure and Post-Closure of Facility ....................................................................... 16 4.17 Right to Enter Facility and Observe Operations ....................................................... 16 4.18 Reserved ............................................................................................................ 16 4.19 Service Standards ................................................................................................ 16 4.20 Climate and Disaster Resiliency ............................................................................. 16 4.21 Generation, Characterization, and Pilot Studies ....................................................... 17 4.22 Extended Producer Responsibility Programs ........................................................... 17 4.23 Modifications to Scope of Service .......................................................................... 19 ARTICLE 5. CONTRACTOR COMPENSATION ............................................................. 20 5.01 General .............................................................................................................. 20 5.02 Per-Ton Rate ...................................................................................................... 21 5.03 Per-Ton Rate Adjustments .................................................................................... 21 5.04 Extraordinary Rate Adjustments ............................................................................ 24 5.05 Payment of Government Fees ............................................................................... 25 5.06 Payment of Taxes ................................................................................................ 25 ARTICLE 6. INDEMNITY AND INSURANCE .............................................................. 25 6.01 Indemnification ................................................................................................... 25 6.02 Insurance ........................................................................................................... 28 June 2025 ii City of Cupertino/ Zanker Road Resource Agreement ARTICLE 7. DEFAULT BY CONTRACTOR AND TERMINATION .................................. 29 7.01 Events of Default ................................................................................................. 29 7.02 Right to Terminate Upon Event of Default .............................................................. 31 7.03 City’s Remedies In the Event of Default ................................................................. 31 7.04 Possession of Records Upon Termination ............................................................... 32 7.05 City's Remedies Cumulative; Specific Performance .................................................. 32 7.06 Performance Standards and Liquidated Damages ................................................... 32 7.07 Excuse from Performance ..................................................................................... 33 7.08 Right to Demand Assurances of Performance ......................................................... 34 7.09 Cooperation and Disputes Between Contractors ...................................................... 35 7.10 Acts Necessary to Perform Service ........................................................................ 35 ARTICLE 8. OTHER AGREEMENTS OF THE PARTIES ................................................ 36 8.01 Relationship of Parties ......................................................................................... 36 8.02 Compliance With Law........................................................................................... 36 8.03 Governing Law and VENUE ................................................................................... 37 8.04 Further Assurances .............................................................................................. 37 8.05 Assignment ......................................................................................................... 37 8.06 Binding On Successors ......................................................................................... 38 8.07 Parties In Interest ............................................................................................... 38 8.08 Services Performed at Contractor’s Sole Expense .................................................... 38 8.09 Notices and Communication ................................................................................. 39 8.10 Representatives of The Parties .............................................................................. 39 8.11 Duty of Contractor Not to Discriminate .................................................................. 40 8.12 Force Majeure ..................................................................................................... 40 8.13 Maintenance of Records ....................................................................................... 41 8.14 Right to Inspect Records ...................................................................................... 42 8.15 Compilation of Information For State Law Purposes ................................................ 42 8.16 Right to Demand Assurances of Performance ......................................................... 43 8.17 Dispute Resolution ............................................................................................... 43 8.18 Criminal Activity of Contractor............................................................................... 44 8.19 Cooperation and Disputes Between Contractor and Collection Contractor .................. 45 8.20 Guaranty of Contractor’s Performance ....................... Error! Bookmark not defined. ARTICLE 9. REPRESENTATIONS AND WARRANTIES .............................................. 45 9.01 Made By Contractor ............................................................................................. 45 ARTICLE 10. MISCELLANEOUS PROVISIONS ........................................................... 47 10.01 Exhibits .............................................................................................................. 47 10.02 Integration ......................................................................................................... 47 10.03 Section Headings ................................................................................................. 47 10.04 Interpretation and Construction ............................................................................ 47 10.05 Amendment ........................................................................................................ 48 10.06 Severability ......................................................................................................... 48 10.07 Costs of Enforcing Agreement ............................................................................... 48 10.08 Authority ............................................................................................................ 49 10.09 Counterparts ....................................................................................................... 49 B-1 Operations Plan .......................................................................................................... i B-2 Disaster Plan .............................................................................................................. i B-3 Rate Period One Per-Ton Rates .................................................................................... i TABLE OF EXHIBITS EXHIBIT A: DEFINITIONS EXHIBIT B: CONTRACTOR’S PLANS AND RATE PERIOD ONE RATES EXHIBIT C: INSURANCE EXHIBIT D: GUARANTY AGREEMENT (N/A) EXHIBIT E: PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES Page intentionally left blank June 2025 1 City of Cupertino/ Zanker Road Resource Agreement AGREEMENT 1 BETWEEN THE 2 CITY OF CUPERTINO 3 AND 4 ZANKER ROAD RESOURCE MANAGEMENT, LLC 5 FOR 6 SOLID WASTE CONSTRUCTION AND DEMOLITION MATERIAL 7 PROCESSING SERVICES 8 This Agreement is entered into by and between City of Cupertino (“City”) and Zanker Road Resource 9 Management, LLC (“Contractor”) (together, the “Parties”) on the Effective Date. 10 RECITALS, DETERMINATIONS, AND FINDINGS 11 This Agreement is entered into with reference to the following facts, circumstances, determinations, and 12 findings made by the Cupertino City Council: 13 Whereas, the City is responsible for protection of the public health, safety and the environment. City is 14 authorized and required to provide Solid Waste handling services to their citizens under the provisions of 15 the California Integrated Waste Management Act of 1989 ("Act"), which is set forth in the California Public 16 Resources Code at Section 40000, et seq., including source reduction, Recycling, Composting, and 17 Recovery activities, and the collection, Transport, and Disposal of Solid Waste within City’s boundaries 18 subject to Solid Waste handling jurisdiction, as provided in Section 40057 of the Act. 19 Whereas, the City adopted the CALGreen Building Codes through adoption of City Municipal Code Section 20 16.72, which establishes requirements for Diversion of C&D Materials from construction and demolition 21 projects within the City, including mandatory recordkeeping and enforcement provisions. 22 Whereas, through enactment of the Act, the State of California also recognizes the important health and 23 safety consideration to long-term planning for adequate Disposal needs. 24 Whereas, this Agreement also advances the objectives of the federal government to encourage 25 environmentally sound Solid Waste management pursuant to the Resource Conservation and Recovery 26 Act of 1976 (“RCRA”), 42, U.S.C. Section 6941 et. seq. 27 Whereas, the GreenWaste Zanker Resource Recovery Facility is intended to be the designated 28 Construction and Demolition Debris Processing Facility for Delivered Materials generated in the City. 29 Whereas, this Agreement helps the City achieve the following goals: 30 • Ensuring high quality and cost-effective Construction and Demolition Processing Services that support 31 achieving the City’s environmental and regulatory compliance goals while helping to maintain 32 competitive customer rates. 33 • Establishing Service and performance standards to help assure that the City meets its obligations 34 under law and protects and preserves the health, safety, and financial assets of its citizens; and, 35 June 2025 2 City of Cupertino/ Zanker Road Resource Agreement • Giving the City tools to monitor Contractor’s compliance with Service terms, administer Solid Waste 36 management programs, and enforce City rights. 37 NOW, THEREFORE, in consideration of the mutual promises, covenants, guaranties, and conditions 38 contained in this Agreement and for other good and valuable consideration, the Parties agree as follows. 39 ARTICLE 1. 40 DEFINITIONS 41 Except as otherwise specified in this Agreement, capitalized terms have the meanings defined in Exhibit 42 A, Definitions, which is attached and incorporated by reference herein. 43 ARTICLE 2. 44 TERMS OF AGREEMENT 45 2.01 EFFECTIVE DATE 46 This Agreement becomes effective on the Effective Date. Between the Effective Date and Commencement 47 Date, Contractor shall perform all activities necessary to prepare itself to start providing Services required 48 by this Agreement on the Commencement Date. 49 2.02 TERM AND EXTENSIONS 50 The Term of this Agreement commences on November 21, 2025 (“Commencement Date”) and expires 51 ten (10) years after the Effective Date, unless the Agreement is extended in accordance with this Section 52 or terminated pursuant to Article 7. 53 At City’s sole discretion, the Term of this Agreement may be extended for up to a total of five (5) years 54 following the expiration date shown above in this Section 2.02. Such extension may be granted in one (1) 55 or more periods specified by City of no less than twelve (12) months in length. If City desires to exercise 56 this option to extend the Term, City shall give Notice to the Contractor eighteen (18) months prior to the 57 expiration date of the current Term, and such Notice shall specify the duration of the desired extension. 58 If the Term of the Agreement is extended, Contractor may request a Rate review as provided under 59 Section 5.04 and City and Contractor shall mutually agree on adjusted Per-Ton Rates. 60 2.03 SURVIVAL OF CERTAIN PROVISIONS 61 A. The following five provisions will survive the expiration or termination of this Agreement: 62 1. All representations and warranties; 63 2. All Indemnities; 64 June 2025 3 City of Cupertino/ Zanker Road Resource Agreement 3. Obligations to pay any due and payable monetary amounts, or claims for those amounts, 65 including Liquidated Damages, any Per-Ton Rates, and payment of any amounts accrued and 66 payable upon termination of the Agreement in accordance with Section 7.02; 67 4. Obligations to submit Records and any reports for periods (or portions thereof) concluded 68 prior to the expiration or termination of this Agreement; and 69 5. Any other rights and obligations of the Parties stated to survive the expiration or termination 70 of this Agreement. 71 ARTICLE 3. 72 OBLIGATIONS OF CITY 73 3.01 FACILITY DESIGNATION 74 The GreenWaste Zanker Resource Recovery Facility is the designated facility for management of 75 Delivered Materials. 76 3.02 CITY DIRECTION OF MATERIAL 77 The City will, at all times, direct the Collection Contractor to deliver the applicable Delivered Material(s) it 78 collects to the Contractor’s Facility(ies) specified in this Agreement. The City is not obligated to physically 79 deliver any Delivered Material to the Facility(ies) or pay Contractor any Per-Ton Rates, except as provided 80 for herein. 81 3.03 NO TONNAGE OBLIGATION OR LIMIT ON WASTE PREVENTION 82 Neither City nor the Collection Contractor is obligated to deliver any specified quantity or composition of 83 Delivered Materials to the Facility. However, for clarity, all Construction and Demolition Materials 84 collected by Collection Contractor shall be exclusively delivered to Facility as directed under Section 3.02. 85 The City maintains programs to reduce the amount of waste intended for Disposal. It is the City’s intent 86 to continue to improve, develop, and enhance existing programs as well as to implement new programs 87 and Services throughout the Term as it deems necessary to meet or exceed mandated Diversion program 88 requirements and goals established by AB 939 and subsequent federal, State, County or local legislation 89 including, but not limited to, the State’s seventy-five percent (75%) Recycling goal established in AB 341, 90 the programmatic requirements of AB 1826, the requirements of SB 1383, and the Diversion requirements 91 under CALGreen. In addition, Delivered Material tonnages or composition may be affected by Extended 92 Producer Responsibility Programs established by the City, the County, the State, or other applicable 93 regulatory bodies. Contractor acknowledges that the characterization and quantity of Delivered Materials 94 that are delivered to the Facility will change over the Term and may, over time, be significantly different 95 than that as of the Commencement Date of the Agreement, but the obligation of Contractor to Accept 96 the Delivered Material will continue for the Term of the Agreement so long as it conforms to the 97 definitions and requirements of this Agreement. 98 Nothing in this Agreement shall, in any manner, prevent, penalize, or impede the City from continuing 99 programs, altering programs, or developing new programs that have the effect of reducing or increasing 100 June 2025 4 City of Cupertino/ Zanker Road Resource Agreement the amount of Solid Waste or Delivered Materials collected and delivered to the Facility by the Collection 101 Contractor. 102 ARTICLE 4. 103 OBLIGATIONS OF CONTRACTOR 104 4.01 ACCEPTANCE OF DELIVERED MATERIALS; LIMITATIONS AND EXCLUSIONS; 105 SUBCONTRACTORS 106 A. Acceptance of Delivered Materials. Contractor shall receive, Accept, and safely and lawfully Process 107 City’s Delivered Materials at the Facility in accordance with this Article 4 Obligations of Contractor 108 and Exhibit B-1, Operations Plan, attached hereto and incorporated herein; and Applicable Law. 109 Contractor’s failure to take all actions it deems necessary to perform the Services does not relieve 110 Contractor of its obligations to perform such act or the Services. 111 B. Scope Limitations and Exclusions. The award of this Agreement shall not preclude the categories 112 of Recyclable Materials, Organic Materials, C&D Materials, and Solid Waste listed below from being 113 Collected by Persons other than the Collection Contractor and Transferred, Transported, Processed, 114 or Disposed by Persons other than the Contractor, provided that nothing in this Agreement is 115 intended to or shall be construed to excuse any Person from obtaining any authorization from the 116 City, which is otherwise required by law: 117 1. Self-Hauled Materials. A commercial business Owner or Resident may Dispose of Recyclable 118 Materials, Organic Materials, Solid Waste, and C&D Materials generated in or on their own 119 Premises with their own vehicle so long as they are in compliance with the City’s Municipal 120 Code. 121 2. Donated or Sold Materials. Any items which are Source Separated at any Premises by the 122 Generator and sold or donated to other Persons, including youth, civic, or charitable 123 organizations. 124 3. Edible Food Recovery. Edible Food which is Collected from a Generator by other Person(s) for 125 the purposes of food recovery; or which is Self-Hauled by the Generator to another Person(s) 126 for the purposes of food recovery, regardless of whether the Generator donates, sells, or pays 127 a fee to the other Person(s) to Collect or receive the Edible Food. Contractor shall cooperate 128 with and shall not impede, interfere, or attempt to impede or interfere with the 129 implementation, expansion, or operation of food recovery program efforts in the City. 130 4. Food Scraps for Animal Feed. Food Scraps that are separated by the Generator and used by 131 the Generator or distributed to other Person(s) for lawful use as animal feed, in accordance 132 with 14 CCR Section 18983.1(b)(7). Food Scraps intended for animal feed may be Self-Hauled 133 by Generator or hauled by another party. 134 5. Reserved. 135 June 2025 5 City of Cupertino/ Zanker Road Resource Agreement 6. Beverage Containers. Containers delivered for redemption value Recycling under the 136 California Beverage Container Recycling and Litter Reduction Act, Section 14500, et seq. 137 California Public Resources Code. 138 7. Materials Removed as Incidental Part of Services. Recyclable Materials, Organic Materials, 139 Solid Waste, C&D Materials, or other materials removed from a Premises by a contractor (e.g., 140 gardener, landscaper, tree-trimming service, construction contractor, Residential clean-out 141 service) as an incidental part of the service being performed. 142 8. On-Site and Community Composting. Organic Materials Composted or otherwise legally 143 managed at the site where it is generated (e.g., backyard Composting, on-site anaerobic 144 digestion). 145 9. Used Cooking Oil, Manure, Animal Waste, and Grease. Used cooking oil; manure, animal 146 waste, remains from slaughterhouse or butcher shops, animal grease. 147 10. Sewage Treatment By-Product. By-products of sewage treatment, including sludge, sludge 148 ash, grit, and screenings. 149 11. Unpermitted Waste. Unpermitted Waste regardless of its source. 150 12. Excluded Waste. Excluded Waste regardless of its source. 151 13. Materials Generated by State and County Facilities. Materials generated by State and County 152 facilities located in the City provided that the Generator self-hauls, has arranged services with 153 other Persons, or has arranged services with the Contractor through a separate agreement. 154 14. Dirt. Loose soil or earth from the ground may be collected and otherwise legally handled, 155 managed, diverted, and/or disposed by other Persons. 156 15. Extended Producer Responsibility Programs. Materials covered by Extended Producer 157 Responsibility Programs, including but not limited to those implemented pursuant to SB54 158 may be collected and otherwise legally handled, managed, diverted, and/or disposed of by 159 other Persons. 160 16. Climate and Disaster Resiliency Debris. Debris generated as result of a wartime, natural, 161 physical, or other disaster that the Collection Contractor is unable to Collect and or Contractor 162 is unable to Process or Dispose within a reasonable timeframe as determined by the City or 163 that the City directs the Collection Contractor or Contractor to not Collect, Process, or Dispose 164 in accordance with Section 4.20 of this Agreement and in accordance with the Collection 165 Agreement. City reserves the right to enter into a third-party agreement to provide disaster 166 debris Collection, Processing, or Disposal services that augment those provided by the 167 Contractor or Collection Contractor. 168 C. Subcontracting. Contractor is solely responsible for management and oversight of the activities of 169 all Subcontractor(s). Contractor shall be considered to be in breach or default should the activities 170 of any Subcontractor(s) constitute a breach or Event of Default under this Agreement. 171 June 2025 6 City of Cupertino/ Zanker Road Resource Agreement Contractor shall not engage a Subcontractor(s) for Processing Services without the prior written 172 consent of City Representative, which may be granted in their sole discretion. As of the Effective 173 Date of this Agreement, City has approved Contractor’s use of Subcontractor(s) as proposed by 174 Contractor and approved by City for inclusion in Exhibit B-1 Operations Plan. Following the Effective 175 Date, if the Contractor plans to engage any Affiliate as a Subcontractor in the provision of services, 176 Contractor shall provide City Representative with thirty (30) calendar days written notification of its 177 plans and provide an explanation of any potential impacts related to the quality, timeliness, or cost 178 of providing services under this Agreement. Contractor shall require that all Subcontractors file an 179 insurance certificate with the City describing such Subcontractor’s insurance coverage, and name 180 City as an additional insured. The City Representative may waive or excuse these insurance 181 requirements in its sole discretion. Contractor shall require that all Subcontractors comply with all 182 material terms of this Agreement. 183 4.02 FACILITY SERVICE SPECIFICATIONS 184 A. Reserved. 185 B. C&D Materials Processing Specifications. 186 Contractor shall provide C&D Materials Processing Services at the Facility in accordance with the 187 Service standards described in Section 4.19 and the following Service specifications: 188 1. Operating, managing, and maintaining all Facility areas in accordance with Contractor’s 189 Operations Plan contained in Exhibit B-1. 190 2. Providing, operating, and maintaining all equipment, rolling stock, and supplies necessary for 191 Facility operations and environmental monitoring. 192 3. Operating, maintaining, and managing storm water drainage and control systems, treatment 193 facilities, buildings, on-site roadways, utilities, and any other required Facility elements. 194 4. Accepting delivery of City’s C&D Materials, subject to the limitations of Section 4.05. 195 5. Operating and maintaining the scale house and scale system and weighing City’s C&D 196 Materials in accordance with Section 4.09. 197 6. Directing on-site traffic to appropriate unloading areas in accordance with Section 4.08 and 198 providing a safe working environment for Facility users, visitors and employees, including in 199 accordance with Sections 4.10 and 4.11. 200 7. Safely managing the C&D Materials Accepted at the Facility, including in accordance with 201 Section 4.11. 202 8. Processing C&D Materials in a manner that maximizes reuse, Recycling, Composting, and 203 Diversion, and is deemed not to constitute landfill Disposal pursuant to 14 CCR Section 204 18983.1(a), which states that landfill Disposal includes final deposition of Organic Waste at a 205 landfill or use of Organic Waste as Alternative Daily Cover (ADC) or Alternative Intermediate 206 Cover (AIC). 207 June 2025 7 City of Cupertino/ Zanker Road Resource Agreement 9. Arranging for post-Processing of Recovered Materials and Transporting Recovered Materials 208 to the Secondary Processing facility(ies), as detailed in the Contractor’s Operations Plan 209 contained in Exhibit B-1. 210 10. Marketing Recovered Materials in accordance with Section 4.02D, and maintaining complete 211 and accurate marketing Records, including Tonnage of material marketed, price, revenue 212 received, purchaser, and specified end-use if known. 213 11. Achieving a Residue level of less than or equal to twenty-five percent (25%) of the commingled 214 C&D Materials and ten percent (10%) of Source Separated C&D Materials delivered by the 215 Collection Contractor and Processed by the Contractor. 216 12. Maintaining a Diversion percentage of at least seventy-five percent (75%) for Mixed C&D 217 Materials and ninety percent (90%) for Source Separated C&D Materials. Contractor shall at 218 all times maintain an overall Diversion level of at least sixty five percent (65%), or other 219 percentage required under CALGreen or City’s Municipal Code Chapter 16.58 and 16.72, as 220 amended, whichever is more restrictive. In the event CALGreen or other Applicable Law 221 requires a Diversion level greater than that specified in this subsection, Contractor shall 222 comply with the more restrictive Diversion target, which shall not be considered a Change in 223 Law under this Agreement. Contractor shall obtain City-approved C&D Materials diversion 224 processing certification from Third-Party C&D Materials Processing Accreditors to ensure 225 compliance with such Diversion requirements, Applicable Law, and generally accepted 226 Processing and Diversion standards. Contractor shall maintain a Third-Party C&D Materials 227 Processing Accreditor’s certification for the Term of the Agreement. Contractor shall maintain 228 Records of any information or documentation required to demonstrate compliance with the 229 California Green Building Standards Code (“CALGreen Code”) and with the City-approved 230 Third-Party C&D Materials Processing Accreditor requirements, and shall immediately notify 231 the City of changes to the Contractor’s certification status. City may request that 232 documentation related to Contractor’s certification by a Third-Party C&D Materials 233 Processing Accreditor be included in the monthly or Annual Report(s), as it pertains to the 234 Services provided under this Agreement. City shall Notify the Contractor of this request within 235 ten (10) Working Days prior to the submittal deadline of the monthly and/or Annual Report 236 where the information is to be included. 237 13. Transporting, Disposing of, and tracking Residue in accordance with Section 4.02.E. 238 14. Allocating Recovered Materials and Residue Tonnages to City versus to other Facility users, in 239 accordance with Section 4.02.E. 240 15. Consistently maintaining staffing levels as provided in Exhibit B. 241 16. Complying with Applicable Law related to the management of C&D, including, but not limited 242 to, Diversion of Organic Waste in C&D from Disposal. 243 C. Reserved 244 D. Recovered Material Marketing. 245 June 2025 8 City of Cupertino/ Zanker Road Resource Agreement 1. Market Arrangements. Contractor shall maintain relationships with vendors, shall monitor 246 market conditions, and shall have the ability to anticipate and react to severe market demand 247 and fluctuations in quantity, composition, and pricing. Contractor shall use both domestic and 248 foreign markets to maintain continued material movement and to obtain the highest market 249 value. 250 2. Products Marketed. As of the Effective Date, Contractor shall market C&D Materials 251 recovered in the following manner and commodity categories or grades: ADC, Aluminum, 252 Asphalt, Asphalt Roofing (Recycled Asphalt Shingles), Brass, Carpet Padding, Concrete (Class 253 II Baserock, Baserock Plus, Drain Rock, Pea Gravel), Copper, Dirt, Drywall, Ferrous Metals, 254 Pallets, Porcelain, Process Fines, Scrap Metals, Stones and Bricks, Yard Trimmings, and Wood 255 (Cogeneration Fuel, Mulch, Soil Amendment). 256 3. Highest and Best Use. Contractor’s marketing strategy shall promote the highest and best use 257 of materials providing for waste reduction, prevention, reuse, refill, repair, Recovery, and 258 Recycling, as established by Applicable Law, and as provided in the waste management 259 hierarchy established by AB 939 and through Extended Producer Responsibility Programs. 260 Where practical, the marketing strategy should include, in order, preferential use of local, 261 regional, and domestic markets for Recovered Materials. 262 E. Residue Tracking and Disposal. 263 1. Residue Tracking and Reporting. Contractor shall develop and use a method of tracking and 264 allocating Residue in such a manner that Contractor can demonstrate its achievement of 265 standards for Residue levels and Diversion levels specified in Section 4.02.B. The Residue level 266 calculation method shall be reviewed and approved by City. At a minimum, Contractor shall 267 separately track and report the following: tons diverted by product type and tons of Residue 268 Disposed. Contractor shall report Residue levels and Diversion levels pursuant to Section 4.14. 269 2. Residue Disposal. Residue from the Contractor’s Processing of Delivered Materials shall be 270 Transported and Disposed of by Contractor at Disposal Facility(ies) selected by Contractor. 271 Residue delivered for Disposal shall not include any Excluded Waste. Contractor shall pay for 272 the Transportation and Disposal costs of all Residue. 273 4.03 PERMITS 274 A. Securing Permits. Contractor will obtain and maintain at Contractor’s sole cost all Permits required 275 under Applicable Law to perform Services. Contractor will provide City proof of Permits and will 276 demonstrate compliance with the terms and conditions of Permits promptly upon request of City. 277 In its Annual Report or more frequently, as necessary, Contractor will inform City of any Permit-278 related or regulatory concerns and Contractor’s plans to, and status of, securing the issuance, 279 revision, modification, extension, or renewal of Permits. Promptly upon City direction, Contractor 280 will provide City with copies of Permits and any applications or other correspondence that the 281 Contractor submits in connection with securing Permits. 282 B. Complying with Permits. Contractor will at all times provide Services in compliance with all Permits, 283 including any mitigation measures related to the operation and maintenance of the Facility. 284 June 2025 9 City of Cupertino/ Zanker Road Resource Agreement Contractor is solely responsible for paying any fines or penalties imposed for noncompliance with 285 or Violation of Permits or failure to obtain Permits. 286 4.04 OWNERSHIP OF DELIVERED MATERIALS 287 Once City’s Delivered Materials are delivered to the Facility and received and Accepted by Contractor, 288 ownership and the right to possession of City’s Delivered Materials will transfer directly from the 289 Collection Contractor or other Person designated to deliver City’s Delivered Materials to Contractor. For 290 Solid Waste received at the Facility, Contractor may retain, Recycle, Process, Dispose of, and otherwise 291 use City’s Solid Waste in any lawful fashion or for any lawful purpose. Both benefits and Liabilities resulting 292 from ownership and possession will accrue to Contractor. 293 4.05 REJECTION OF UNPERMITTED AND EXCLUDED WASTE 294 A. Inspection. Contractor shall use Standard Industry Practices to detect and reject Unpermitted 295 Waste and Excluded Waste in a uniform and non-discriminatory manner and will not knowingly 296 Accept Unpermitted Waste or Excluded Waste at the Facility. Contractor will comply with the 297 inspection procedure contained in its Permit requirements and in accordance with its Operations 298 Plan contained on Exhibit B-1. Contractor will promptly modify that procedure to reflect any 299 changes in Permits or Applicable Law. 300 B. Unpermitted Wastes and Excluded Wastes Handling and Costs. Contractor will arrange for or 301 provide handling, Transportation, and delivery to a Recycling, Processing, or Disposal Facility 302 permitted in accordance with Applicable Law of all Unpermitted Wastes or Excluded Wastes 303 detected at the Facility that are not delivered by the Collection Contractor. As between Contractor 304 and City, Contractor is solely responsible for making those arrangements or provisions and all costs 305 thereof. 306 C. Remedies for Rejected Materials. If Unpermitted Waste or Excluded Wastes are delivered to the 307 Facility, Contractor may reject the Unpermitted Waste or Excluded Wastes and require the 308 Person(s) bringing such Unpermitted Waste or Excluded Wastes to the Facility to remove it. 309 Contractor shall also be entitled to pursue whatever remedies, if any, it may have against Person(s) 310 bringing that Unpermitted Waste to the Facility. If Contractor identifies Unpermitted Waste or 311 Excluded Wastes delivered by Collection Contractor, the Contractor may reject it and require 312 Collection Contractor remove it. Further, City’s agreement with the Collection Contractor will 313 require the Collection Contractor to collect, transport, and dispose of that Unpermitted Waste or 314 Excluded Wastes and/or to remediate any contamination resulting there from at Collection 315 Contractor’s expense, but Contractor may not require City to take those actions or pay those costs. 316 Nothing in this Agreement will excuse the Contractor from the responsibility of handling 317 Unpermitted Waste or Excluded Wastes that Contractor inadvertently accepts in a lawful manner 318 and of arranging for the disposition of that Unpermitted Waste or Excluded Wastes in accordance 319 with Applicable Law and charge Collection Contractor accordingly. 320 D. Notification. If the Contractor rejects Unpermitted Waste or Excluded Wastes delivered by the 321 Collection Contractor, Contractor will immediately Notify the City verbally and then follow verbal 322 notifications with Notice identifying the date and time of occurrence; material type; material weight 323 or volume; characterization of material; the Contractor’s reason for rejection of the delivered 324 material; and, the vehicle that delivered the material. 325 June 2025 10 City of Cupertino/ Zanker Road Resource Agreement E. C&D Contamination Monitoring. Contractor shall Notify City and the Collection Contractor when 326 there is a consistent pattern of delivered C&D Materials with a non-C&D Materials contamination 327 level of fifteen percent (15%) or more. The data shall include the date and time the loads were 328 delivered, the vehicle identification numbers, photos of the contamination in the loads, and any 329 other related information that may be useful for the Collection Contractor in identifying the types 330 of contaminants and developing strategies to reduce contamination and to target information in 331 the Collection Contractor’s education and outreach efforts to City. 332 4.06 DAYS AND HOURS OF OPERATION 333 A. General. Contractor will operate the Facility for the receipt of City’s Delivered Materials in 334 accordance with the Days and hours of operation set forth in its Permits and as specified below. 335 1. Reserved. 336 2. At a minimum, Contractor shall receive and Accept C&D Materials at the C&D Materials 337 Processing Facility from Monday through Friday from 6:00 am to 4:45 pm and Saturday 8:00 338 am to 3:45 pm, except for Holidays. 339 While Contractor may increase these hours, Contractor may not reduce the hours or total number 340 of hours for acceptance of City’s Delivered Materials without the concurrence of City and Collection 341 Contractor, unless reductions are required by a change in a Permit subsequent to the Effective Date. 342 4.07 EQUIPMENT AND SUPPLIES 343 Contractor will provide equipment, which may include: scales, truck rubble plates, excavators, front-end 344 loaders, water trucks, Recycling plants with shredders, crushers, magnets, conveyors and sort lines, 345 various screen types (scalping, disc, and/or trommel screens), dust control systems, and safety equipment 346 (PPE), to operate the Facility and provide Services. Contractor will properly protect the equipment and 347 place it in the charge of competent operators. Contractor will repair and maintain all equipment at its own 348 cost and expense. 349 4.08 TRAFFIC CONTROL AND DIRECTION 350 A. General. Contractor shall construct and maintain all roads required to Transport City’s Delivered 351 Materials from the Facility site entrance to scale house and to the actual point of unloading at the 352 Processing area of the Facility. Contractor will direct on-site traffic to appropriate unloading areas 353 and provide a safe working environment for Facility users, visitors, and employees. Contractor will 354 provide necessary roadways, signs, and personnel to assist drivers to proper unloading areas. 355 Contractor will maintain all roadways and signs at the Facility in a clean and usable condition. The 356 Contractor will provide and maintain roadways and signs for the convenience of vehicles using the 357 Facility and to facilitate safe and efficient traffic flow at the Facility. 358 B. Vehicle Turnaround Times. Contractor shall use best industry practices to maintain a Maximum 359 Vehicle Turnaround Time (MVTT) of thirty (30) minutes for Collection Contractor delivery of 360 Delivered Materials to the Facility. Impacts to MVTT which are outside of Contractor’s control, such 361 as untarping and unloading time, shall not count towards the thirty (30) minutes. Contractor shall 362 June 2025 11 City of Cupertino/ Zanker Road Resource Agreement have a twenty-four (24) hour period to cure this breach before Liquidated Damages will be assessed 363 in accordance with this Section and Section 7.06. 364 C. Failure to Meet Maximum Vehicle Turnaround Time. If Contractor fails to meet after the cure 365 period the Maximum Vehicle Turnaround Time more than five (5) times in one month, it shall pay 366 Liquidated Damages as provided in Section 7.06 and Exhibit E. 367 D. Assessment of Liquidated Damages. The City shall provide Notice of its intent to assess liquidated 368 damages to the Contractor within sixty (60) Days of City becoming aware of the Contractor’s failure 369 to meet the Maximum Vehicle Turnaround Time, but in no case greater than one year from the date 370 of Contractor's failure to meet MVTT. The assessment of Liquidated Damages shall be made in 371 accordance with Section 7.06. 372 E. Turnaround Time Documentation Requirements. On or before the Service Commencement Date, 373 Contractor shall, at its own cost, implement and maintain a technology-based vehicle tracking 374 system of recording inbound and outbound vehicle times. Contractor shall, at its discretion and 375 upon City request, provide City with the opportunity to review a reasonable number of scale house 376 video recordings of the inbound and outbound vehicles solely for the purpose to calculate average 377 Maximum Vehicle Turnaround Time, if in dispute. Contractor shall make every reasonable effort to 378 resolve disputed turnaround time issues. 379 4.09 SCALE OPERATION 380 A. Maintenance and Operation. Contractor will maintain at least two (2) State-certified motor vehicle 381 scales at the Facility in accordance with Applicable Law. Contractor will link all scales to a centralized 382 computer recording and billing system that will be compatible with Contractor’s systems and 383 account for tracking all incoming and outgoing materials. Contractor will operate those scales during 384 Facility receiving hours established in Section 4.06. If City does not receive such from Collection 385 Contractor or questions the authenticity, Contractor will provide City with copies of its weigh tickets 386 within five (5) Working Days following City’s reasonable request therefore. 387 B. Vehicle Tare Weights. When Collection Contractor places new vehicles into Service, Contractor will 388 promptly weigh the new vehicle and determine its unloaded (tare) weight(s). Contractor will record 389 tare weight, hauler name, and vehicle identification number. Within ten (10) Working Days of 390 weighing, Contractor will provide City and Collection Contractor with a report listing vehicle tare 391 weight information. Contractor will have the right to request re-determination of tare weights of 392 vehicles twice each Calendar Year. If there is reasonable suspicion or evidence that tare weights are 393 not accurate, Collection Contractor may request re-determination of tare weights, in which case 394 Contractor will promptly re-determine tare weights for requested vehicles up to four (4) times per 395 Calendar Year. Contractor may update tare weights (at its own initiative) more frequently. 396 C. Substitute Scales. If any scales are inoperable, being tested, or otherwise unavailable, Contractor 397 will use Reasonable Business Efforts to weigh vehicles on the remaining operating scales. To the 398 extent that all the scales are inoperable, being tested, or otherwise unavailable, Contractor will 399 substitute portable scales until the permanent scales are replaced or repaired. Contractor will 400 arrange for any inoperable scale to be repaired as soon as possible and, in any event, within seventy-401 two (72) hours (excluding Holidays) of the failure of the permanent scale. If repairs to the 402 June 2025 12 City of Cupertino/ Zanker Road Resource Agreement permanent scale are projected to take more than twelve (12) hours, Contractor will immediately 403 obtain a temporary substitute scale(s). 404 D. Estimates. Pending substitution of portable scales or during power outages, Contractor will 405 estimate the Tonnage of City’s Delivered Materials delivered to the Facility by utilizing the 406 arithmetic average of each vehicle's recorded Tons of the Delivered Materials delivered on its 407 preceding three (3) deliveries, on the same Day of the week, to the Facility. 408 All information required by Section 4.09.G will continue to be recorded for each delivery of 409 Delivered Materials to the Facility and each Transported load of Delivered Materials during any 410 period the scales are out of Service. 411 E. Testing. Contractor will test and calibrate all scales in accordance with Applicable Law, but at least 412 every twelve (12) months. Upon City reasonable request, Contractor will promptly provide City with 413 copies of test results. Contractor will further test and calibrate any or all scales within three (3) 414 Working Days of City direction. If test results indicate that the scale or scales complied with 415 Applicable Law, City will reimburse Contractor the Direct Costs of the tests. If the test results 416 indicate that the scale or scales did not comply with Applicable Law, Contractor will bear the costs 417 thereof and Contractor will at its own cost adjust and correct, consistent with the results of that 418 test, all weight measurements recorded and Per-Ton Rates calculated, charged, and paid, as the 419 case may be, from the date of the test. 420 F. Weighing Standards and Procedures. Contractor will use the Facility’s entry scale(s) located at the 421 scale house to weigh vehicles and charge Per-Ton Rates. Contractor scale house personnel will be 422 responsible for inspecting the Solid Waste delivered to the Facility. Contractor will charge the Per-423 Ton Rates based on the Tonnage of City’s Delivered Materials delivered by the Collection Contractor 424 to the Facility. Contractor will weigh and record inbound weights of all Collection Contractor’s 425 vehicles when the vehicles arrive at the Facility and weigh and record outbound weights of vehicles 426 for which Contractor does not maintain tare weight information. Contractor will provide each driver 427 a receipt showing the date, time, and quantity of City’s Delivered Materials that the vehicle 428 delivered to the Facility and the Per-Ton Rate charged therefore. 429 G. Records. Contractor will maintain scale Records and reports that provide information including date 430 of receipt, inbound time, inbound and outbound weights of vehicles, vehicle identification number, 431 jurisdiction of origin of materials received, type of material, hauler identification and/or 432 classification, type, weight, and destination of outbound materials. 433 4.10 PERSONNEL 434 Contractor will engage, train, and maintain qualified and competent employees, including managerial, 435 supervisory, clerical, maintenance, and operating personnel, in numbers necessary and sufficient for 436 operation of the Facility and to perform Services. 437 4.11 SAFETY 438 The Contractor will perform all Services in a safe manner, in accordance with Applicable Law and insurance 439 requirements provided in Article 6. 440 June 2025 13 City of Cupertino/ Zanker Road Resource Agreement 4.12 ALTERNATIVE FACILITY(IES) 441 A. Alternative Facility for Reasons other than Uncontrollable Circumstances. If Contractor does not 442 Process City’s Delivered Materials at the Facility for reasons other than Uncontrollable 443 Circumstances, then following City approval given in City’s sole discretion, Contractor will: (i) 444 receive, Accept, and Process City’s Delivered Materials at another facility owned by it or an Affiliate 445 at a price not to exceed the Per-Ton Rate in effect under this Agreement and pay City for any 446 additional material Transportation costs incurred by City or Collection Contractor in delivering City’s 447 Delivered Materials to the other facility, or (ii) arrange for City’s Delivered Materials to be Processed 448 at another facility not Owned by it or an Affiliate, in which case Contractor will pay any difference 449 in the per-ton rate charged at that Processing location compared to the Per-Ton Rate plus any 450 additional Transport costs incurred by City or Collection Contractor in delivering the all tons of 451 Delivered Materials to the Processing facility. 452 B. Alternative Facility for Uncontrollable Circumstances. If Contractor does not Process City’s 453 Delivered Materials at the Facility due to Uncontrollable Circumstances, then promptly upon City 454 direction Contractor will, to the extent it is legally able to do so in accordance with Applicable Law, 455 receive, Accept, and Process Delivered Materials at another Processing facility owned by it or an 456 Affiliate at a per-ton rate not to exceed the Per-Ton Rate in effect under this Agreement. Contractor 457 is not obligated to pay for any additional Transport costs incurred by City or Collection Contractor 458 in delivering City’s Delivered Materials to the other facility. If City does not so direct Contractor, City 459 may in its sole reasonable discretion terminate this Agreement as provided in accordance with 460 Section 7.02 and 8.12. 461 C.Alternative Facility(ies). Contractor has proposed and City has approved use of the Alternative 462 Facility(ies) specified in Exhibit A. Contractor is solely responsible for ensuring continued availability 463 of City-approved Alternative Facility(ies) throughout the Term. 464 4.13 INVOICING AND MONTHLY REPORT 465 On or before the fifteenth (15th) Day of each month, Contractor shall invoice or otherwise charge 466 Collection Contractor in amounts equal to the then-current Per-Ton Rate pursuant to Article 5 multiplied 467 by Tonnages of City’s Solid Waste delivered by the Collection Contractor to the Facility during the previous 468 month. Contractor will simultaneously provide the City a copy of that invoice for the purpose of review 469 before payment. Invoices will only be for tons collected as a result of services covered by the City’s 470 agreement with the Collection Contractor and shall not include tons collected from schools, 471 unincorporated areas or any other generators receiving services from the Collection Contractor under 472 separate agreements. Contractor shall work with Collection Contractor and Approved Facility(ies) to 473 determine methodology to ensure correct invoicing. Invoices will be in a form satisfactory to the Collection 474 Contractor, subject to City approval. All undisputed amounts shall be payable by Collection Contractor 475 within thirty (30) Days of receipt of the invoice. For example, for services provided in July, Contractor will 476 invoice Collection Contractor on or before August 15 and payment will be due and payable by Collection 477 Contractor on or before September 15. The Collection Contractor shall, within fifteen (15) Days of receipt 478 of invoice, identify any disputed charges and communicate these to Contractor. Contractor may deliver 479 to Collection Contractor, with a copy to the City a Notice of late payment for a given monthly invoice 480 thirty-five (35) Days after the date of generation of the invoice. Contractor’s invoices shall be deemed 481 delinquent if Collection Contractor has not paid within sixty (60) Days of the date of the Notice of late 482 payment. Thereafter, Contractor may suspend receipt and Acceptance of City’s Solid Waste deliveries 483 June 2025 14 City of Cupertino/ Zanker Road Resource Agreement from the Collection Contractor until the delinquent invoice(s) are paid in full excluding disputed amounts. 484 The delinquent invoice shall bear interest on the unpaid balance at a rate not to exceed one and one-third 485 percent (1 1/3%) per month. 486 Along with its monthly invoice, Contractor shall provide a report to Collection Contractor, with a copy to 487 the City presenting daily Tonnage received from Collection Contractor by material type, the actual average 488 monthly vehicle Turnaround Time (determined in accordance with Section 4.08), and the number of loads 489 of City Solid Waste in which the actual Turnaround Time was in excess of the Maximum Vehicle 490 Turnaround Time. The City Representative may at any time request changes to Contractor’s monthly 491 report format and/or content, and Contractor shall not unreasonably deny such requests. 492 4.14 REPORTING 493 A. General. Contractor will submit an Annual Report described in this Section no later than forty-five 494 (45) Days after the end of each Rate Period. City shall have the right to inspect all documents upon 495 which the representations contained in said report are based. If Contractor does not submit the 496 Annual Report by the due date, it will pay Liquidated Damages as provided in Section 7.06 and 497 Exhibit E. 498 If City identifies a material error in an Annual Report or omission of required information that is not 499 corrected after following the process below, City may assess Liquidated Damages in accordance 500 with Section 7.06 and Exhibit E. 501 If the Contractor identifies an error in an Annual Report it submitted to the City, Contractor shall 502 Notify the City of the error and submit a corrected Annual Report within fifteen (15) Days of the 503 Notice. City agrees to waive Liquidated Damages in the event Contractor self-identifies an error and 504 submits the corrected Annual Report within fifteen (15) Days of Contractor’s Notice to the City. If 505 Contractor is late in submitting the corrected Annual Report, the City may assess Liquidated 506 Damages for the late report as provided in Section 7.06 and Exhibit E. 507 B. Report Format. Contractor shall propose Annual Report formats for review and approval by City. 508 City’s approval shall not be unreasonably withheld. The City Representative may at any time review 509 and request changes to Contractor’s report formats and content, and Contractor shall not 510 unreasonably deny such requests. 511 Contractor shall submit (via mail and/or e-mail at the City’s option) all reports to the City's 512 Representative. 513 The City reserves the right to require Contractor to provide additional reports or documents as City 514 Representative reasonably determines to be required for the administration of this Agreement or 515 compliance with Applicable Law. 516 C. Report Content. Annual reports shall, at a minimum, include the following: 517 1. Total number of vehicle loads delivered by Collection Contractor vehicles to the Facility for each 518 month in the Rate Period and in total for the most-recently-completed Rate Period. 519 2. Totals Tons for all vehicle loads delivered by Collection Contractor vehicles to the Facility for 520 each month in the Rate Period and in total for the most-recently-completed Rate Period. 521 June 2025 15 City of Cupertino/ Zanker Road Resource Agreement 3. Average Tons per vehicle load delivered by Collection Contractor to the Facility for the most-522 recently-completed Rate Period. 523 4. Date, time, route number, Collection Contractor truck number, and reason for Contractor 524 rejection of any delivered vehicle loads for each month in the Rate Period and in total for the 525 Rate Period. 526 5. Tons of material Processed at the Facility for the most-recently-completed Rate Period. 527 6. For C&D Materials Processing, the Tons of Delivered Material Diverted at the Facility and 528 Diversion rate for each month in the Rate Period and in total for the Rate Period, listed 529 separately by Recovered Material type. Contractor shall separately report the Tons and 530 Diversion rate for commingled C&D Materials and Source Separated C&D Materials, in 531 addition to overall Diversion rate, in accordance with Section 4.02.B. 532 7. Annual Tonnage of Solid Waste Disposed that is not generated within the City’s boundaries 533 or generated by organizations with separate waste collection agreements (e.g. schools) 534 within City's boundaries. 535 8. Total Annual Residue, and Contractor’s allocation of Residue to the City as provided in Section 536 4.02E. 537 9. Documentation that Contractor paid all Government Fees and taxes in accordance with 538 Sections 5.05 and 5.06. 539 10. List of any Violations received by the Facility during the Rate Period. 540 11. Facility capacity status report that identifies the remaining permitted capacity, the aggregate 541 capacity committed to other entities through Contractor’s contracts, and the available, 542 uncommitted capacity, and the estimated remaining years of Facility capacity. 543 12. Any relevant information related to Extended Producer Responsibility programs as specified 544 in Section 4.22E to be reported to the City. 545 13. Other relevant information including, but not limited to, a description of any advances in 546 environmental mitigation measures; any advanced technologies utilized in the course of 547 business; any pilot programs which test advanced technologies; any new third-party 548 certifications for Diversion or other Facility standards; and report on any recent, or pending 549 changes in Facility Permits. 550 4.15 DUE DILIGENCE 551 Contractor acknowledges that waste management is a public health and safety concern. It agrees that it 552 will exercise due diligence in performing Service. 553 June 2025 16 City of Cupertino/ Zanker Road Resource Agreement 4.16 RESERVED 554 4.17 RIGHT TO ENTER FACILITY AND OBSERVE OPERATIONS 555 The City and its designated representative(s) may enter, observe, and inspect the Facility accompanied by 556 Facility manager(s) at any time during Facility operations and meet with the Facility manager(s) or their 557 representatives upon at least seventy-two (72) hours advance notice, provided that City and its 558 representatives comply with Contractor’s reasonable safety and security rules and do not interfere with 559 the work of the Contractor or its Subcontractors. 560 4.18 RESERVED 561 4.19 SERVICE STANDARDS 562 Contractor will perform Services in accordance with Applicable Law, Standard Industry Practice, and 563 specification and other requirements of this Agreement. 564 4.20 CLIMATE AND DISASTER RESILIENCY 565 566 A. Climate and Disaster Resiliency Planning. No less than ninety (90) calendar days prior to the 567 Commencement Date, the Parties shall meet to discuss development of a Climate and Disaster 568 Response Plan to address the role of the Contractor in addressing City’s disaster debris management 569 needs related to wartime, natural, physical, or other disaster in, or proximate to the City resulting 570 in the declaration of a State of Emergency by the City Manager, or City Council, or by the Governor, 571 County Board of Supervisors, County Health Office, or County Sheriff. 572 B. Disaster Response Protocol. The Parties shall develop and finalize a Disaster Response Plan prior 573 to the Commencement Date that identifies specific communication and logistical actions, and such 574 other coordination between the Parties and internal to each Party such that Contractor assistance 575 can occur immediately following City declaration of an emergency. The Climate and Disaster 576 Response Plan to be developed by the Parties as provided in this Section shall be included in the 577 Agreement as Exhibit B-2. The Parties shall review the Protocol no less than annually and revise as 578 warranted. 579 C. Essential Service. Contractor acknowledges that it provides an essential service, and that while 580 provision of Disposal service during or following a disaster may be affected by impacts to facilities, 581 equipment, and/or public infrastructure, the Contractor is obligated to take all measures reasonably 582 necessary to provide such service in a timely and effective manner in compliance with this 583 Agreement, Section 8.12.A. notwithstanding. Such measures may include, but are not limited to, a 584 change in Approved Facility(ies) and/or Alternative Facility(ies). 585 D. Availability of Contractor’s Personnel and Equipment. In the event of a declaration of an 586 emergency as provided in subsection A., Contractor shall provide, upon City request, reasonable 587 access to equipment, vehicles, and/or personnel normally performing services under this 588 Agreement, for use by the Contractor in conducting emergency operations within the City. These 589 emergency services shall be performed in consultation with the City Representative to ensure 590 appropriate prioritization of services. Neither the Collection Contractor nor the City shall be 591 June 2025 17 City of Cupertino/ Zanker Road Resource Agreement required to compensate Contractor for the Contractor’s provision of equipment, vehicles, or 592 personnel normally performing services under this Agreement when made available during a 593 declaration of emergency for the Contractor’s use in excess of what is otherwise payable to the 594 Contractor pursuant to this Agreement, including but not limited to 4.20.E. below and Article 5. 595 E. Contractor Reimbursement for Use of Additional Resources. In the event of a declaration of an 596 emergency, should the Contractor provide, upon City request, additional equipment, vehicles, 597 and/or personnel beyond that normally performing services under this Agreement, for use by the 598 Contractor in conducting emergency operations under City direction, the Contractor may submit to 599 the City detailed records of specific, additional, and reasonable costs and expenses borne by the 600 Contractor in providing such additional resources. The City shall reimburse the Contractor for such 601 documented, reasonable expenses within ninety (90) Days after the City receives State and/or 602 Federal emergency agency reimbursement specific to these expenses. Should such State and/or 603 Federal reimbursement not occur within five hundred and forty (540) Days after the Contractor’s 604 complete submission as verified by the City, Contractor may seek a change in Contractor 605 Compensation under the terms of this Agreement. The Contractor shall promptly cooperate with 606 the City, State and/or Federal reporting and documentation requirements related to a request for 607 reimbursement. The Contractor shall further comply with all applicable Federal, State, or local 608 funding and accounting requirements that may apply to expenses that will be reimbursed upon 609 notice of the same from the City. 610 F. Disaster Waivers. In the event of a disaster, the City may grant the Contractor a waiver of some or 611 all permit, Processing and/or Disposal requirements under this Agreement and 14 CCR, Division 7, 612 Chapter 12, Article 3 in the disaster-affected areas for the duration of the waiver, provided that 613 such waiver has been approved by CalRecycle. Any resulting changes in Processing requirements 614 shall be addressed as a change in scope in accordance with Section 4.23. 615 4.21 GENERATION, CHARACTERIZATION, AND PILOT STUDIES 616 The Contractor acknowledges that the City, CalRecycle, other governmental agencies, or Extended 617 Producer Responsibility Programs may wish to perform and/or participate in periodic material generation 618 or characterization studies or pilot programs related to materials covered under this Agreement. The 619 Contractor agrees to reasonably participate and cooperate with the City and its agents and to perform 620 studies and data collection exercises, as reasonably needed, to determine weights, volumes and 621 composition of materials generated and/or Disposed. If the City requires Contractor to participate in such 622 a study or program, Contractor and the City shall mutually agree on the scope of services to be provided 623 by Contractor and the change in Contractor Compensation, if any, that the City will pay to Contractor 624 specifically for such participation. In any event, Contractor shall permit and in no way interfere with, 625 except as to compliance with Applicable Law and safety rules at its Facility, the handling of the subject 626 materials by other Persons for such purposes. 627 4.22 EXTENDED PRODUCER RESPONSIBILITY PROGRAMS 628 A. General. The City and the Contractor acknowledge that the requirements under the existing 629 Extended Producer Responsibility Programs (including, but not limited to, AB 1201, SB 1383, SB 54, 630 and SB 343) may be applicable to the services provided by the Contractor under this Agreement, 631 and that additional or amended Extended Producer Responsibility Programs may be established in 632 the future. The Contractor further acknowledges that, because the Facility accepts materials from 633 June 2025 18 City of Cupertino/ Zanker Road Resource Agreement the public that may be regulated by an Extended Producer Responsibility Program, the Contractor 634 may be uniquely positioned to operate or participate in such programs. 635 B. Change in Scope. The City may require Contractor’s compliance with, and participation in, existing 636 and/or new Extended Producer Responsibility Programs that may include modification to Collection 637 Contractor’s allowable materials or Contractor implementation of drop-off program(s) at the 638 Facility, to the extent that doing so is reasonably appropriate and does not violate the permits of 639 the subject Facility. 640 Any and all such City requests and/or requirements related to any Extended Producer Responsibility 641 Program shall be treated as a change in scope and shall not be treated as a Change in Law; provided, 642 however, that the Contractor shall be expressly precluded from requesting an Extraordinary Rate 643 Adjustment for a change in scope if the Contractor is compensated, in whole or in part, for 644 Processing, Recovery, and/or Diversion cost associated with such participation. Additionally, the 645 Contractor shall be expressly precluded from requesting any Extraordinary Rate Adjustment, as 646 described in this Section, for any materials Contractor represented it was already Recovering and 647 Diverting. 648 C. City Right to Solicit Proposals. The City may, from time-to-time, request that the Contractor initiate 649 or participate in an Extended Producer Responsibility Program; provided, however, that the 650 Contractor acknowledges and agrees that the City is under no obligation to request any such 651 proposal from the Contractor. Furthermore, the Contractor acknowledges and agrees that, at any 652 time during the Term of this Agreement, the City may solicit proposals from other Persons related 653 to Extended Producer Responsibility Programs and may permit other Persons besides Contractor to 654 provide such services, as provided for in Section 4.01B.15 and that nothing herein shall prevent the 655 City from also soliciting cost and operating information from other Persons in order to inform the 656 City’s evaluation of any Contractor-provided proposal. 657 D. City Requested Proposal. If the City requests an Extended Producer Responsibility Program 658 proposal from Contractor under this Section, the Contractor shall be required seek out and 659 coordinate with the applicable Stewardship Organization designated for the applicable program and 660 shall describe such partnership in its proposal; these requirements are in addition to the 661 requirements provided in Section 4.23. The City’s written request for a proposal may also require 662 additional and/or specific information relating to the Extended Producer Responsibility Program, 663 including such information determined by the City Representative (at the City Representative’s sole 664 discretion) to be reasonably necessary. The City shall review the proposal and may request 665 additional supporting documentation, calculations, or other information necessary to evaluate the 666 Contractor’s proposal for reasonableness and to evaluate Contractor’s ability to comply with the 667 requirements of the Extended Producer Responsibility Program. 668 As such, Contractor shall, by default, accept the City’s request to enact the Extended Producer 669 Responsibility program, unless the Contractor can demonstrate significant barriers that would make 670 providing such services impracticable or infeasible. The Contractor shall express any objections or 671 concerns during the meet-and-confer period and Contractor shall provide substantial evidence of 672 such barriers in Contractor’s proposal. Such information will be further reviewed by the City. 673 E. Record Keeping and Reporting. The Contractor acknowledges that, as part of the services provided 674 under this Agreement, the Contractor’s participation in any Extended Producer Responsibility 675 June 2025 19 City of Cupertino/ Zanker Road Resource Agreement Program may impact the City, subscribers to Collection services, City, and other City service 676 providers. As such, regardless of whether the Contractor is specifically contracted under this 677 Agreement to provide any such Extended Producer Responsibility Programs under this Agreement, 678 the Contractor acknowledges and agrees it has obligations to the City, nonetheless. 679 Throughout the Term of this Agreement, the Contractor shall maintain records of all funding or 680 other resources the Contractor receives directly or indirectly through an Extended Producer 681 Responsibility Program. The Contractor shall inform and report to the City as part of Contractor’s 682 obligations under Section 4.14C and shall calculate and demonstrate the dollar amount that can be 683 attributed to services provided under this Agreement. Any cost savings identified shall be remitted 684 to the City as either a direct payment sent to the City within thirty (30) Days after Contractor’s 685 receipt of funds or as a reduction to the Contractor’s Per-Ton Rate in accordance with Article 5, at 686 the City Representative’s sole discretion. The Contractor shall include copies of invoices or receipts 687 with the applicable Stewardship Organization with its payment or Tipping Fee Application, as 688 appropriate, regardless of whether the City is aware such funding or other resources have been 689 received by the Contractor. 690 The Contractor shall also maintain all operational and financial records related to Extended 691 Producer Responsibility Programs as provided in Section 8.13 and report such information to the 692 City in accordance with Section 4.14 or as otherwise requested by the City Representative. 693 4.23 MODIFICATIONS TO SCOPE OF SERVICE 694 A. General. City may direct Contractor to perform additional Services (including, but not limited to, 695 the performance of additional material Recovery activities and Extended Producer Responsibility 696 Programs as provided in Section 4.22) or the Contractor may propose additional Services. Per-Ton 697 Rates will be increased or decreased, in accordance with this Section, to give effect to these 698 adjustments. 699 B. Proposal for Modification of Services. Within sixty (60) Days of City request for a proposal or at any 700 time Contractor chooses to propose additional Services, Contractor will present its proposal to 701 modify existing Services. At a minimum, the proposal will contain a completed description of the 702 following: 703 1. Methodology to be employed (changes to equipment, labor needs, staffing, etc). 704 2. Equipment to be utilized (equipment number, types, capacity, age, etc). 705 3. Labor requirements (changes in number of employees by classification). 706 4. Provision for program publicity/education/marketing (if appropriate). 707 5. Estimate of the impact of the Service modification (increased Diversion Tonnage, reduced 708 costs, increased public Service, etc). 709 6. Five- (5-) year projection of the financial results of the program’s operations in a balance sheet 710 and operating statement format including documentation of the key assumption underlying 711 the projections and the support for those assumptions, giving full effect to the savings or costs 712 to existing Services. 713 June 2025 20 City of Cupertino/ Zanker Road Resource Agreement C. City’s Review. If the City does not review, comment, and approve or disapprove of the modification 714 to the scope of Services within ninety (90) Days of receiving the Contractor’s proposal, the proposal 715 will be deemed disapproved. The City and Contractor may mutually agree to extend the time period 716 for review due to the complexity of the scope of Service modification under consideration, the time 717 needed for the review or approval, or for other reasonable reasons. 718 The City may request the assistance of an independent third party to review the proposal. 719 Contractor shall pay the reasonable costs of that review if the modification to the scope of Services 720 is initiated by the Contractor. City shall pay those costs if the modification to the scope of Services 721 is initiated by the City. The cost of that review will be estimated in advance of the work and provided 722 to the Contractor for comment and agreement to pay. Contractor’s refusal to pay the reasonable 723 cost of review of a Contractor-initiated proposal will be grounds for City rejection of that proposal. 724 Contractor will promptly provide operating and business Records requested by City that are 725 reasonably required to verify the reasonableness and accuracy of the impacts associated with a 726 modification to the scope of Services. Contractor will fully cooperate with City’s request and provide 727 City and its agent(s) copies of or access to Contractor’s Records. 728 If Contractor and City cannot agree on terms and conditions of Services within thirty (30) Days of 729 the end of City’s review period described in this subsection, City may permit Persons other than 730 Contractor to provide those Services at a location other than the Facility. 731 D. Approval of Modification to Scope of Services. Upon City approval or determination, City will issue 732 a Notice approving the modification to the scope of Service and documenting any change to the 733 Per-Ton Rates, and approved change to Contractor’s obligations under this Agreement. The Parties 734 will prepare a written amendment to the Agreement documenting any and all changes resulting 735 from the modification to the scope of Services. No adjustment in Per-Ton Rates, change in 736 Contractor’s obligations, or change in scope of Services will become effective absent that City 737 approval or determination. 738 ARTICLE 5. 739 CONTRACTOR COMPENSATION 740 5.01 GENERAL 741 The Contractor will perform all of its Services, obligations, responsibilities, and duties under this 742 Agreement, including paying costs associated with obtaining and complying with all Permits; operating 743 the Facility in full compliance with Applicable Law; constructing the Facility ; monitoring for environmental 744 impacts; and, remedying environmental damage. In consideration of its performance of these duties, the 745 Contractor may charge and collect the Per-Ton Rates from Collection Contractor for each Ton of City’s 746 Delivered Materials that Collection Contractor delivers to the Facility, and may charge and collect from 747 Collection Contractor for each Ton of Delivered Materials delivered to the Facility by employees of City. 748 The City is responsible for payment of any and all sums due under this Agreement or consequent to 749 delivery of the Services, with the exception that the Contractor shall invoice the City for payment of any 750 Delivered Materials delivered to the Facility by employees of City performing City duties and for the 751 provision of emergency Services pursuant to Section 4.13. 752 June 2025 21 City of Cupertino/ Zanker Road Resource Agreement Contractor Compensation provided for in this Article and Section 4.20.E. shall be the full, entire, and 753 complete compensation due to Contractor pursuant to this Agreement for all labor, equipment, materials 754 and supplies, taxes, insurance, bonds, overhead, operations, profit, Government Fees, and all expenses 755 Contractor deems necessary to perform all the Services required by this Agreement in the manner and at 756 the times prescribed. Except under Section 4.20.E., nothing herein shall obligate City or Collection 757 Contractor to provide any compensation to Contractor beyond Per-Ton Rates. 758 If Contractor’s actual costs, including any fees or payments due to others, are more than the Per-Ton Rate 759 and/or more than gross receipts received under this Agreement, Contractor shall not be compensated for 760 the difference in actual costs and actual Per-Ton Rates or gross receipts except to the extent City grants 761 an extraordinary Rate adjustment request pursuant to Section 5.04 or under Section 4.20.E. If Contractor’s 762 actual costs are less than the actual Per-Ton Rates or actual gross receipts, Contractor shall retain the 763 difference. 764 The Per-Ton Rate(s) approved by City for Rate Period One is presented in Exhibit B-3. The Parties 765 acknowledge that the Per-Ton Rate provided for in this Agreement has been determined on the basis of 766 the exclusive and long-term nature of City’s obligations hereunder. 767 5.02 PER-TON RATE 768 A. General. The Per-Ton Rate shall have two components: (i) the Contractor Component; and, (ii) the 769 Governmental Fee Component; the sum of which shall equal the total Per-Ton Rate. The 770 “Contractor Component” of the Per-Ton Rate reflects the Contractor’s Compensation for the 771 Services provided under this Agreement. The Governmental Fee Component reflects Government 772 Fees and taxes assessed on a per-Ton basis in connection with providing the Services required under 773 this Agreement and represent a pass-through payment to Contractor. The applicable Government 774 Fees and the Governmental Fee Component for the initial Per-Ton Rates are contained in Exhibit B-775 3. 776 The Per-Ton Rate for any Delivered Materials delivered to the Facility by an employee of City 777 performing City duties will equal the Per-Ton Rate. 778 The City shall be responsible for adjusting the Per-Ton Rate as described in this Article 5. 779 B. Per-Ton Rate for Rate Period One. The Per-Ton Rate for Rate Period One was proposed by 780 Contractor, finalized through negotiation with the City, and approved by City Council on or before 781 the execution of the Agreement. The Per-Ton Rate for Rate Period One will be effective from the 782 Service Commencement Date of this Agreement through February 1, 2027, and is contained in 783 Exhibit B-3. 784 5.03 PER-TON RATE ADJUSTMENTS 785 The Per-Ton Rate for all Rate Periods following Rate Period One shall be adjusted annually commencing 786 with the first adjustment that will be effective on February 1, 2027. The Per-Ton Rate adjustment will be 787 performed in accordance with this Section. 788 A. Definitions. For the purposes of this Section, the following terms are defined as follows: 789 June 2025 22 City of Cupertino/ Zanker Road Resource Agreement 1. “Annual Percentage Change” means the Average Index Value of an index for the twelve- (12-) 790 month period ending June of the then-current Rate Period minus the Average Index Value 791 for the twelve- (12-) month period ending June of the most-recently completed Rate Period, 792 divided by the Average Index Value for the twelve- (12-) month period ending June of the 793 most-recently completed Rate Period. The Annual Percentage Change shall be rounded to the 794 nearest thousandth (0.000). The first Annual Percentage Change shall allow for an adjustment 795 of the first year Rate Period plus the initial term, from the Commencement Date to the start 796 of Rate Period one. Therefore, the first Annual Percentage Change shall be from November 797 21, 2025 to February 1, 2027. In no case shall this first Annual Percentage Change be adjusted 798 by more than 6%, nor less than 0%. The amount of the fist rate adjustment will reflect the 799 longer duration of the initial rate period relative to the standard 12-month term and will be 800 calculated proportionally for a 14-month period. 801 2. “Average Index Value” means the sum of the monthly index values during the twelve- (12-) 802 month period ending in June divided by twelve (12) (in the case of indices published monthly) 803 or the sum of the bi-monthly index values divided by six (6) (in the case of indices published 804 bi-monthly). 805 For example, if the Contractor is preparing its Rate application for Rate(s) to be effective for 806 Rate Period Two (February 2028 – January 2029), the Annual Percentage Change in CPI shall 807 be calculated as follows: [(Average CPI for July 2026 through June 2027) minus (Average CPI 808 for _July 2025 through June 2026)] divided by (Average CPI for July 2025 through June 2026)]. 809 3. “CPI” means the All Urban Consumers Index (CPI-U) compiled and published by the U.S. 810 Department of Labor, Bureau of Labor Statistics or its successor agency, using the following 811 parameters: 812 Area – San Francisco-Oakland-Hayward Metropolitan Area 813 Item – All Items 814 Base Period – Current 1982-84=100 815 Not seasonally adjusted 816 Periodicity – Bi-monthly 817 Series ID – CUUSS49BSA0 818 819 If said CPI is discontinued, it shall be replaced by the CPI which the City Representative 820 determines most closely approximates the original category as determined by the U.S. Bureau 821 of Labor Statistics. 822 B. Contractor Component. The Contractor Component of the Per-Ton Rate will be adjusted annually 823 on the basis of hundred percent (100%) of the Annual Percentage Change in the CPI; or, five percent 824 (5%), whichever is less, with a minimum adjustment of zero percent. 825 C. Governmental Fee Component. The Governmental Fee Component of the Per-Ton Rate will only 826 be adjusted upward or downward, and Government Fees added or deleted to reflect actual 827 mandated changes in Government Fees which are outside the control of Contractor. Government 828 Fees for Rate Period One are presented in the table in Exhibit B-3. 829 In making adjustments to the Governmental Fee Component, Contractor shall increase or reduce 830 the Governmental Fee Component for any Government Fee that is imposed, increased, or reduced 831 June 2025 23 City of Cupertino/ Zanker Road Resource Agreement to reflect actual changes in the fees. Contractor shall provide documentation demonstrating to the 832 City’s satisfaction any change in the governmental fees. 833 D. Total Adjusted Per-Ton Rate. The total adjusted Per-Ton Rate will be calculated as the sum of the 834 adjusted Contractor Component, as calculated in subsection B above, and the adjusted 835 Governmental Fee Component, as calculated in subsection C above. 836 E. Adjusted Per-Ton Rate for City-Hauled Solid Waste. The adjusted Per-Ton Rate for any Delivered 837 Materials delivered to the Facility by an employee of City, performing City duties, will equal the 838 adjusted Per-Ton Rate (determined in accordance with subsection D). 839 F. Per-Ton Rate Adjustment Application. Annually on August 1, Contractor will submit to City 840 Representative an application requesting the adjustment of Per-Ton Rate for the coming Rate 841 Period via email that includes a letter request that summarizes the requested Per-Ton Rate 842 adjustment and editable Microsoft Excel file that presents all supporting schedules, formulas, and 843 calculations. For example, on August 1, 2027, Contractor will submit its Rate adjustment application 844 for the adjustment of Per-Ton Rate to be effective February 1, 2028 (i.e., Rate Period Two). 845 Proposer: Application to be submitted no less than 120 days prior to the effective date for the 846 adjusted rate. Above dates to be filled in based on the actual Commencement Date. 847 Such application will include the Per-Ton Rate adjustment calculations in accordance with Section 848 5.03.A through 5.03.E and an updated Per-Ton Rate table. 849 City will evaluate Contractor’s application for mathematical accuracy and consistency with the 850 requirements of the Agreement and may require changes to the application prior to approval on 851 the basis of the application’s mathematical inaccuracy or failure to comply with the procedures 852 defined in the Agreement. Upon City Representative’s agreement, which shall not be unreasonably 853 withheld, delayed or conditioned, that the calculations are consistent with the requirements of this 854 Agreement and are mathematically accurate, the Per-Ton Rate adjustment (if any) will be approved 855 by City Representative. 856 G. No Other Adjustments. As of the Service Commencement Date, the Per-Ton Rate set forth in 857 Section 5.02 and adjusted in accordance with Sections 5.03 and 5.04 will not be increased thereafter 858 to include any of the following costs of providing Services, even if Contractor’s projections and 859 estimates thereof prove inaccurate: 860 1. Costs incurred due to Contractor's negligence or misconduct 861 2. Costs incurred due to Permit changes of which Contractor did not provide timely Notice 862 3. Any fines or penalties imposed on Contractor or the Facility unless due to Excluded Waste 863 delivered to Facility by City or Collection Contractor 864 4. Cost of remediation and cost recoveries pursuant to Applicable Law, including Comprehensive 865 Environmental Response, Compensation and Liability Act (CERCLA) and RCRA, as applicable 866 5. Costs attributable to changing the classification of the Facility under Applicable Law, unless 867 directed by City in accordance with Section 4.23 868 June 2025 24 City of Cupertino/ Zanker Road Resource Agreement 6. Costs and expenses related to the handling of Unpermitted Waste 869 7. Increases in Contractor costs to provide Services including, but not limited to, costs for labor, 870 fuel, equipment, maintenance, and monitoring (except as Contractor’s costs are adjusted in 871 Sections 4.20.E., 5.03 and 5.04). 872 H. Dispute Resolution. All disputes arising under this Section will be resolved in accordance with 873 Section 8.17. If a dispute exists, the Per-Ton Rate may be increased retroactively but will not be 874 adjusted until the dispute has been resolved. 875 5.04 EXTRAORDINARY RATE ADJUSTMENTS 876 A. General. Except as modified under Section 4.23, or as provided in Sections 2.02 and 5.03.B, 877 Contractor acknowledges that it assumes and accepts the risk for changes in cost of providing 878 Services and/or quantities and composition of Delivered Materials delivered to the Facility, and 879 therefore the extraordinary adjustments to Per-Ton Rate shall be limited to a Change in Law, or a 880 City-directed change in scope of Services that has a material, documented impact on the 881 Contractor’s cost of providing the Processing Service as specified in Section 8.10. If a Change in Law 882 or City-directed change in scope of Services (pursuant to Section 4.23) occurs, the Contractor may 883 petition City for an adjustment to the Per-Ton Rate in excess of the annual adjustment as described 884 in Section 5.03. 885 B. Extraordinary Rate Adjustment Application. Contractor shall prepare an application for the 886 extraordinary Per-Ton Rate adjustment calculating the net financial effect on its operations (both 887 increases and decreases of costs) resulting from the Change in Law or City-directed change in scope 888 of Services, clearly identifying all assumptions related to such calculations and providing such 889 underlying documentation as is necessary to fully support the assumptions. The application shall 890 provide all information reasonably requested by City Representative specific to the nature of the 891 request being made. City Representative shall evaluate the application for reasonableness. As part 892 of that review, City Representative may request access to the financial statements and accounting 893 Records required to be maintained by the Contractor (pursuant to Section 8.13.D) in order to 894 determine the reasonableness of the Contractor’s application. Should the Contractor not grant such 895 access, then City may rely on the Contractor’s Proposal for Post-Collection Services (and 896 subsequent, related correspondence) and other information available to it as the basis for making 897 reasonable assumptions regarding what those accounting and financial Records would have shown 898 and, therefore, the reasonableness of the Contractor’s application. Alternatively, the City 899 Representative may make a determination of the validity of the request based solely on the 900 information provided by Contractor through the application process. Contractor shall pay all 901 reasonable costs incurred by City, including the reasonable costs of outside accountants, attorneys, 902 and/or consultants, in order to make a determination of the reasonableness of the requested Rate 903 adjustment. 904 In the event of such an application for extraordinary Per-Ton Rate adjustment, it is understood that 905 City or Contractor, as the case may be, shall have the burden of demonstrating the reasonableness 906 of the requested adjustment. 907 If the extraordinary Per-Ton Rate adjustment review warrants an increase in the applicable Per-Ton 908 Rate(s) outlined above to compensate Contractor, the adjustment shall cover only Allowable Costs 909 June 2025 25 City of Cupertino/ Zanker Road Resource Agreement (defined below) and such Allowable Costs shall be in the proportion of the total volume and type of 910 material that Contractor reasonably projects that City will deliver to the Facility for the Term of this 911 Agreement compared with all other customers of the Facility. 912 “Allowable Costs” shall include: incremental operating, maintenance, monitoring, reporting, and 913 capital costs, including, but not limited to, the costs of making improvements or modifications, at 914 the Facility necessary to perform under this Agreement, but only to the extent brought about by 915 Change in Law or City-directed change in scope of Services that are not otherwise reflected in the 916 calculations used to adjust the Per-Ton Rate (e.g., Contractor Component and Governmental Fee 917 Components pursuant to Section 5.03). Contractor shall Notify City in writing sixty (60) Days in 918 advance of any request for increase in the Per-Ton Rate pursuant to this Section. 919 The City shall have a ninety (90) Day review period following receipt of Contractor’s application for 920 the requested Per-Ton Rate adjustment. During this period, City may request, and Contractor shall 921 provide, supporting documentation that justifies the increase. Should the Parties be in dispute over 922 the adjusted Per-Ton Rate at the end of the ninety (90) Day period, no adjustment shall be made, 923 and the dispute shall be subject to Section 8.17 of this Agreement. Upon resolution of the dispute 924 or both Parties’ agreement on the adjustment of the Per-Ton Rate, Contractor shall be entitled to 925 the adjusted Per-Ton Rate retroactively to latter of the end of the sixty (60) Day advanced Notice 926 period or the effective date of the increased Allowable Costs. 927 5.05 PAYMENT OF GOVERNMENT FEES 928 Contractor will timely pay any and all Government Fees to the appropriate federal, State, regional, or local 929 governmental entities that levied the Government Fees and will promptly provide City with proof of 930 payments upon City direction. 931 5.06 PAYMENT OF TAXES 932 Contractor will timely pay all Government Fees, assessments, or taxes incurred as a result of the 933 Contractor’s provision of Services, including estimated taxes. Contractor will promptly provide City with 934 proof of payments upon City direction. 935 ARTICLE 6. 936 INDEMNITY AND INSURANCE 937 6.01 INDEMNIFICATION 938 A. General. Contractor shall indemnify, defend with counsel reasonably acceptable to City, and hold 939 harmless (to the full extent permitted by law) City and its officers, elected and appointed officials, 940 employees, and agents from and against any and all claims, liability, loss, injuries, damage, expense, 941 and costs (including without limitation costs and fees of litigation, including reasonable attorneys’ 942 and expert witness fees and costs) (collectively, “Damages”) of every nature arising out of 943 Contractor’s performance of this Agreement during the Term of this Agreement, regardless of when 944 the Damages are asserted, or its failure to comply with any of its obligations contained in this 945 Agreement, except to the extent such loss or damage was caused by the gross negligence or willful 946 June 2025 26 City of Cupertino/ Zanker Road Resource Agreement misconduct of City or Collection Contractor. The provisions of this Section shall survive the 947 expiration or termination of this Agreement and shall not be construed as a waiver of City’s legal or 948 equitable rights as defined herein and permitted under Applicable Law. 949 B. Excluded Waste Indemnification. Contractor acknowledges that it is responsible for compliance 950 during the entire Term of this Agreement with all Applicable Laws. Contractor shall not store, 951 Transport, use, or Dispose of any Excluded Waste except in strict compliance with all Applicable 952 Laws. 953 Contractor shall indemnify, defend with counsel acceptable to the City, protect and hold harmless 954 the City, officers, employees, and agents (collectively, “indemnitees”) from and against all claims, 955 damages, injuries, costs, , losses, demands, debts, liens, liabilities, causes of action, suits, legal or 956 administrative proceedings, interest, fines, charges, penalties, and expenses (including, without 957 limitation, attorneys’ and expert witness fees and costs incurred in connection with defending 958 against any of the foregoing or in enforcing this indemnity), (collectively, “Damages”) of any kind 959 whatsoever paid, incurred or suffered by, or asserted against, indemnitees arising from or 960 attributable to the negligence and/or willful misconduct of Contractor, in connection with or related 961 to the arrangement for disposal of any Excluded Waste under this Agreement, including, without 962 limitation, damages arising from or attributable to any operations, repair, clean-up or 963 detoxification, or other plan (regardless of whether undertaken due to governmental action). , in 964 connection with or related to the arrangement for disposal of any Excluded Waste under this 965 Agreement, including, without limitation, damages arising from or attributable to any operations, 966 repair, clean-up or detoxification, or other plan (regardless of whether undertaken due to 967 governmental action). 968 The foregoing indemnity is intended to operate as an agreement pursuant to §107(e) of CERCLA, 42 969 USC. §9607(e) and California Health and Safety Code §25364, to defend, protect, hold harmless, 970 and indemnify City from liability. 971 This provision is in addition to all other provisions in this Agreement and shall survive the expiration 972 or earlier termination of this Agreement. Nothing in this paragraph shall prevent City from seeking 973 indemnification or contribution from Persons or entities other than indemnitees, for any liabilities 974 incurred by City or the indemnitees. 975 In the event that Contractor negligently or willfully mishandles Excluded Waste in the course of 976 carrying out its activities under this Agreement that causes environmental contamination, 977 Contractor shall at its sole expense promptly take all investigatory and/or remedial action 978 reasonably required for the remediation of such environmental contamination. Prior to undertaking 979 any investigatory or remedial action, however, Contractor shall first obtain City’s approval of any 980 proposed investigatory or remedial action, which shall not be unreasonably withheld, conditioned 981 or delayed. Notwithstanding the above, if DTSC approves an investigation or remedial action plan, 982 it shall be deemed approved by the City. Should Contractor fail at any time to promptly take such 983 action required by DTSC, City may undertake such action at Contractor’s sole cost and expense, and 984 Contractor shall reimburse City for all such expenses within thirty (30) calendar days of being billed 985 for those expenses. These obligations are in addition to any defense and indemnity obligations that 986 Contractor may have under this Agreement. The provisions of this Section shall survive the 987 termination or expiration of this Agreement. 988 June 2025 27 City of Cupertino/ Zanker Road Resource Agreement C. Regulatory Indemnification. Contractor’s duty to defend and indemnify herein includes all fines 989 and/or penalties imposed by any regulatory agency, if the requirements of Applicable Law, including 990 but not limited to AB 939 (1989), SB 341 (2011), AB 1826 (2014), SB 1383 (2016), SB 343 (2021), SB 991 54 (2022), AB 1201 (2022), and the Advanced Clean Fleets Rule are not met by City with respect to 992 the services provided under this Agreement, and such failure is: (i) due to the failure of Contractor 993 to meet its obligations under this Agreement; or, (ii) due to Contractor delays in providing 994 information that prevents Contractor or City from submitting reports to regulators in a timely 995 manner. 996 Notwithstanding any other provision in this Agreement, Contractor’s obligations in this subsection 997 C with respect to such Applicable Law shall be subject to the provisions of Section 40059.1 of the 998 Public Resources Code, and Contractor shall not be liable for any indemnity obligations or penalties 999 under this Agreement in respect of any such requirements except to the extent that indemnity 1000 obligations by Contractor are enforceable under said Section. 1001 D. CalPERS Eligibility Indemnification. Contractor’s employees, agents, or Subcontractors providing 1002 service under this Agreement shall not: (i) qualify for any compensation and benefit under the 1003 California Public Employees Retirement System (“CalPERS”); (ii) be entitled to any benefits under 1004 CalPERS; (iii) enroll in CalPERS as an employee of City; (iv) receive any employer contributions paid 1005 by City for CalPERS benefits; or, (v) be entitled to any other CalPERS-related benefit that would 1006 accrue to a City employee. Contractor’s employees, agents, or Subcontractors hereby waive any 1007 claims to benefits or compensation described in this Section 9.1. This Section 9.1 applies to 1008 Contractor notwithstanding any other agency, State or Federal policy, rule, regulation, law, or 1009 ordinance to the contrary. 1010 If Contractor’s employees, agents, or Subcontractors providing services under this Agreement claim, 1011 or are determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in 1012 CalPERS of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of 1013 any employer and employee contributions for CalPERS benefits on behalf of the employee as well 1014 as for payment of any penalties and interest on such contributions which would otherwise be the 1015 responsibility of the City. 1016 Contractor’s Compensation under this Agreement shall be the full and complete compensation to 1017 which Contractor and Contractor’s officers, employees, agents, and Subcontractors are entitled for 1018 performance of any work under this Agreement. Neither Contractor nor Contractor’s officers, 1019 employees, agents, and Subcontractors are entitled to any salary or wages, or retirement, health, 1020 leave, or other fringe benefits applicable to City employees. The City will not make any Federal or 1021 State tax withholdings on behalf of Contractor. The City shall not be required to pay any workers’ 1022 compensation insurance on behalf of Contractor. 1023 Contractor agrees to defend and indemnify the City for any obligation, claim, suit, or demand for 1024 tax, retirement contribution including any contribution to CalPERS, social security, salary or wages, 1025 overtime payment, or workers’ compensation payment which the City may be required to make on 1026 behalf of: (i) Contractor; (ii) any employee of Contractor; or, (iii) any employee of Contractor 1027 construed to be an employee of the City, for work performed under this Agreement. 1028 E. Reserved 1029 F. Reserved 1030 June 2025 28 City of Cupertino/ Zanker Road Resource Agreement 6.02 INSURANCE 1031 A. Policies 1032 1. Types and Amounts; Deductibles and Self-Insured Retentions. As of the Effective Date, 1033 Contractor will secure and maintain, and enter into agreements to cause its Subcontractors, 1034 if any, to secure and maintain or provide that Subcontractors are insureds under Contractor's 1035 policies, in full force and effect the types and amounts of insurance coverage, together with 1036 related specified deductibles and endorsements, listed in Exhibit C, Insurance, attached 1037 hereto and incorporated herein, or required by Applicable Law, whichever is greater, in form 1038 acceptable to City. 1039 If any third Person makes a claim against Contractor or any Subcontractors exceeding the 1040 amount of any deductibles, self-insured reserves, letters of credit, or bonds guaranteeing 1041 payment thereof, Contractor will promptly Notify the insurer, bond surety, or letter of credit 1042 provider and City thereof. 1043 B. Insurers. Contractor will procure insurance from insurers approved by City Risk Manager, an 1044 approved company in California and authorized to do business there, having not less than size 1045 category VIII and a rating of A or better ("A-VIII") by A.M. Best Company, Inc. 1046 C. Notices to City of Cancellation, etc. General and Auto Liability policies must bear endorsements in 1047 substantially the form provided in Exhibit C providing that coverage will not be canceled or not 1048 renewed, or otherwise materially decreased below the coverage required in Exhibit C except after 1049 prior written Notice, to City thirty (30) Days in advance, or if the reason for cancellation is non-1050 payment of premiums, ten (10) Days in advance. Endorsements will contain mere "best effort" 1051 modifiers or relieve the insurer from its responsibility to give City Notice. 1052 D. Evidence of Coverage. As of the Effective Date, Contractor will provide certificates of insurance and 1053 original endorsements required under this Agreement, signed by an authorized representative of 1054 the insurance company. Upon City request, Contractor will provide or cause to be provided to City 1055 documentation acceptable to City verifying that the individual signing those documents are 1056 authorized by the insurer to evidence coverage on the insurer’s behalf. At that time and thereafter 1057 simultaneously with renewal of the policies, Contractor will file with City a certificate of insurance 1058 and blanket-form endorsements, in form and substance satisfactory to City (including type and 1059 amount of coverage, effective dates and expiration dates) signed or counter-signed by an 1060 authorized representative of the insurer(s), evidencing that the coverage has not lapsed and will 1061 remain in effect at all times during the term of the policy. If Contractor fails to procure and maintain 1062 any insurance required under this Agreement, City may take out and maintain that insurance at 1063 Contractor's expense and Contractor will pay costs to City therefore. This remedy is in addition to 1064 City's right to declare an Event of Default and terminate the Agreement. Upon request of City, the 1065 Contractor will cause its Subcontractors (if any) to provide proper evidence of insurance coverage 1066 required under this Agreement, satisfactory to City. Contractor will maintain procedures to assure 1067 City it is monitoring all insurance requirements under this Agreement, including those of its 1068 Subcontractors. 1069 E. Contractor Compliance. Contractor will comply with all requirements of policies and the insurers. 1070 Carrying insurance will not relieve Contractor from any obligations under this Agreement. Nothing 1071 in this Agreement may be construed as limiting in any way the extent to which the Contractor may 1072 June 2025 29 City of Cupertino/ Zanker Road Resource Agreement be held responsible for payments of damages to Persons or property resulting from Contractor's or 1073 any Subcontractors’ performance of Services. 1074 ARTICLE 7. 1075 DEFAULT BY CONTRACTOR AND TERMINATION 1076 7.01 EVENTS OF DEFAULT 1077 All provisions of the Agreement are considered material. Each of the following shall constitute an event 1078 of default. 1079 A. Fraud or Deceit. Contractor, its Affiliates, or any other Person employed by or with an ownership 1080 interest in Contractor, its Affiliates, or attempts to practice, any fraud or deceit upon the City. 1081 B. Insolvency or Bankruptcy. Contractor becomes insolvent, unable, or unwilling to pay its debts, or upon 1082 entry of an order for relief in favor of Contractor in a bankruptcy proceeding. 1083 C. Failure to Maintain Coverage. Contractor fails to provide or maintain in full force and effect the 1084 Workers' Compensation, liability, or any other insurance coverage as required by this Agreement. 1085 D. Violations of Regulation. Contractor receives any material violation notices, citations, orders or 1086 filings of any regulatory body having authority over Contractor relative to this Agreement that are 1087 not corrected, provided that Contractor may contest any such orders or filings by appropriate 1088 proceedings conducted in good faith, in which case no breach or default of this Agreement shall be 1089 deemed to have occurred. 1090 E. Violations of Applicable Law. Contractor has been found by a court of proper jurisdiction to be in 1091 material violation of Applicable Law (other than criminal law) directly related to the performance 1092 of this Agreement, provided that Contractor may contest any such allegation or finding by 1093 appropriate proceedings conducted in good faith, in which case no breach or default of this 1094 Agreement shall be deemed to have occurred. 1095 F. Failure to Perform Direct Services. 1096 1. General. Contractor fails to Accept Delivered Materials at the Approved Facility(ies) or ceases 1097 to provide Processing Services as required under this Agreement for a period of two (2) 1098 consecutive Working Days or more, for any reason within the control of Contractor. 1099 2. Suspension or Termination of Service. There is any termination or suspension of the 1100 transaction of business by Contractor related to this Agreement lasting more than two (2) 1101 calendar days. 1102 3. Labor Unrest. Pursuant to Section 7.07, Contractor fails to perform services as required under 1103 this Agreement for more than two (2) Working Days due to labor unrest, including but not 1104 limited to strike, work stoppage or slowdown, sickout, picketing, or other concerted job 1105 action conducted by the Contractor’s employees or directed at the Contractor or an Affiliate; 1106 or any labor action initiated by Contractor, including but not limited to a lock-out. 1107 June 2025 30 City of Cupertino/ Zanker Road Resource Agreement 4. Facility Disruption. The Contractor is unable to use any of the Approved or Alternative 1108 Facilities under this Agreement for more than thirty (30) Days in a consecutive twelve (12) 1109 month period. 1110 G. Failure to Use Approved Facilities. Except in emergency, Contractor fails to deliver City Delivered 1111 Materials to the appropriate Approved Processing or Disposal Facility for each material type. 1112 H. Failure to Pay or Report. Contractor fails to make any payments to City required under this 1113 Agreement including payment of City Reimbursements or Liquidated Damages, or Contractor fails 1114 to pay Approved Facility operators as provided under this Agreement, and/or refuses to provide 1115 City with required information, reports, and/or records in a timely manner as provided for in the 1116 Agreement. 1117 I. Acts or Omissions. Any other act or omission by Contractor which violates the terms, conditions, 1118 or requirements of this Agreement, or Applicable Law and which is not corrected or remedied within 1119 the time set in the written notice of the violation or, if Contractor cannot reasonably correct or 1120 remedy the breach or violation within the time set forth in such notice, if Contractor should fail to 1121 commence to correct or remedy such violation within the time set forth in such notice or as agreed 1122 with such regulatory body and diligently effect such correction or remedy thereafter. 1123 J. False, Misleading, or Inaccurate Statements. Any representation or disclosure made to the City by 1124 Contractor in connection with or as an inducement to entering into this Agreement, or any future 1125 amendment to this Agreement, which proves to be false or misleading in any material respect as of 1126 the time such representation or disclosure is made, whether or not any such representation or 1127 disclosure appears as part of this Agreement; and, any Contractor-provided report containing a 1128 material misstatement, misrepresentation, data manipulation, or an omission of fact or content 1129 explicitly defined by the Agreement, excepting non-numerical typographical and grammatical 1130 errors. 1131 K. Seizure or Attachment. There is a seizure of, attachment of, or levy on some or all of Contractor’s 1132 operating equipment, including without limitation its equipment, maintenance, or office facilities, 1133 or Approved Facility(ies), owned/operated by Contractor, by Affiliates, and/or by Subcontractors, 1134 or any part thereof. 1135 L. Criminal Activity. Contractor, its officers, managers, or employees are found guilty of Criminal 1136 Activity related directly or indirectly to performance of this Agreement or any other agreement held 1137 with the City. 1138 M. Assignment without Approval. Contractor transfers or assigns this Agreement without the express 1139 written approval of the City unless the assignment is permitted without City approval pursuant to 1140 Section 8.05. 1141 N. Failure to Perform Any Obligation. Contractor fails to perform any material obligation established 1142 under this Agreement. 1143 City shall provide Contractor written notice of default within seven (7) calendar days of the City’s 1144 first knowledge of the Contractor’s default. 1145 June 2025 31 City of Cupertino/ Zanker Road Resource Agreement 7.02 RIGHT TO TERMINATE UPON EVENT OF DEFAULT 1146 Contractor shall be given three (3) Business Days from written notification by City to cure any default 1147 which, in the City Representative’s sole opinion, creates a potential public health or safety threat. 1148 Contractor shall be given three (3) Business Days from written notification by City to cure any default 1149 arising under subsections C, E, F.1, F.2, I, J, and K in Section 7.01. 1150 Contractor shall be given thirty (30) calendar days from written notification by City to cure any other 1151 default (which is not required to be cured within three (3) Business Days); provided, however, that the 1152 City shall not be obligated to provide Contractor with a notice and cure opportunity if the Contractor has 1153 committed the same or similar breach/default within a twenty-four (24) month period. 1154 7.03 CITY’S REMEDIES IN THE EVENT OF DEFAULT 1155 Upon Contractor’s default, City has the following remedies: 1156 A. Waiver of Default. City may waive any event of default or may waive Contractor’s requirement to 1157 cure a default event if City determines that such waiver would be in the best interest of the City. 1158 City’s waiver of an event of default is not a waiver of future events of default that may have the 1159 same or similar conditions. 1160 B. Suspension of Contractor’s Obligation. City may suspend Contractor’s performance of its 1161 obligations if Contractor fails to cure default in the time frame specified in Section 7.02 until such 1162 time the Contractor can provide assurance of performance in accordance with Section 7.08. 1163 C. Liquidated Damages. City may assess Liquidated Damages for Contractor’s failure to meet specific 1164 performance standards pursuant to Section 7.06 and Exhibit E. 1165 D. Termination. In the event that Contractor should default, and subject to the right of the Contractor 1166 to cure, in the performance of any provisions of this Agreement, and the default is not cured for 1167 any default within three (3) Business Days if the default creates a potential public health or safety 1168 threat or arises under Section 7.01.C., E, F.1, F.2, I, J, or K, or otherwise thirty (30) calendar days 1169 after receipt of written notice of default from the City, then the City may, at its option, terminate 1170 this Agreement. In the event City decides to terminate this Agreement, the City shall serve upon 1171 Contractor twenty (20) calendar days written notice of its intention to terminate. In the event City 1172 exercises its right to terminate this Agreement, the City may, at its option, upon such termination, 1173 either directly undertake performance of the services or arrange with other Persons to perform the 1174 services with or without a written agreement. This right of termination is in addition to any other 1175 rights of City upon a failure of Contractor to perform its obligations under this Agreement. 1176 Contractor shall not be entitled to any further revenues from Processing operations authorized 1177 hereunder from and after the date of termination. 1178 E. Other Available Remedies. City’s election of one (1) or more remedies described herein shall not 1179 limit the City from any and all other remedies at law and in equity including injunctive relief, etc. 1180 June 2025 32 City of Cupertino/ Zanker Road Resource Agreement 7.04 POSSESSION OF RECORDS UPON TERMINATION 1181 In the event of termination for an event of default, the Contractor shall furnish City Representative with 1182 immediate access to Records related to its services under this Agreement. 1183 7.05 CITY'S REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE 1184 City's rights to terminate the Agreement under Section 7.02 and to access the Contractor's Records under 1185 Section 7.04 are not exclusive, and City's termination of the Agreement and/or the imposition of 1186 Liquidated Damages shall not constitute an election of remedies. Instead, these rights shall be in addition 1187 to any and all other legal and equitable rights and remedies which City may have. 1188 By virtue of the nature of this Agreement, the urgency of timely, continuous, and high-quality service; the 1189 lead time required to effect alternative service; and, the rights granted by City to the Contractor, the 1190 remedy of damages for a breach hereof by Contractor is inadequate and City shall be entitled to injunctive 1191 relief (including but not limited to specific performance). 1192 7.06 PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES 1193 A. General. The Parties find that as of the time of the execution of this Agreement, it is impractical, if 1194 not impossible, to reasonably ascertain the extent of damages incurred by City as a result of a 1195 breach by Contractor of its obligations under this Agreement. The factors relating to the 1196 impracticability of ascertaining damages include, but are not limited to, the fact that: (i) substantial 1197 damage results to members of the public who are denied services or denied quality or reliable 1198 service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of the benefits 1199 of the Agreement to individual members of the general public for whose benefit this Agreement 1200 exists, in subjective ways and in varying degrees of intensity which are incapable of measurement 1201 in precise monetary terms; (iii) that exclusive services might be available at substantially lower costs 1202 than alternative services and the monetary loss resulting from denial of services or denial of quality 1203 or reliable services is impossible to calculate in precise monetary terms; and, (iv) the termination of 1204 this Agreement for such breaches and other remedies are, at best, a means of future correction and 1205 not remedies that make the public whole for past breaches. 1206 B. Service Performance Standards; Liquidated Damages for Failure to Meet Standards. The Parties 1207 further acknowledge that consistent, reliable Processing services are of utmost importance to City 1208 and that City has considered and relied on Contractor's representations as to its quality of service 1209 commitment in awarding the Agreement to it. The Parties recognize that some quantified standards 1210 of performance are necessary and appropriate to ensure consistent and reliable service and 1211 performance. The Parties further recognize that if Contractor fails to achieve the performance 1212 standards or fails to submit required documents in a timely manner, City and its residents and 1213 businesses will suffer damages, and that it is, and will be, impractical and extremely difficult to 1214 ascertain and determine the exact amount of damages that City will suffer. Therefore, without 1215 prejudice to City’s right to treat such non-performance as an event of default under this Section, 1216 the Parties agree that the Liquidated Damages amounts established in Exhibit E of this Agreement 1217 and the Liquidated Damage amounts therein represent a reasonable estimate of the amount of 1218 such damages considering all of the circumstances existing on the Effective Date of this Agreement, 1219 including the relationship of the sums to the range of harm to City that reasonably could be 1220 anticipated and the anticipation that proof of actual damages would be costly or impractical. 1221 June 2025 33 City of Cupertino/ Zanker Road Resource Agreement Contractor agrees to pay (as Liquidated Damages and not as a penalty) the amounts set forth in 1222 Exhibit E, Performance Standards and Liquidated Damages. 1223 Before assessing Liquidated Damages, City shall give Contractor notice of its intention to do so. The 1224 notice will include a brief description of the incident(s) and non-performance. City may review (and 1225 make copies at its own expense) all information provided by Contractor relating to incident(s) 1226 and/or non-performance. City may, within thirty (30) Business Days after issuing the notice, request 1227 a meeting with Contractor. City may present evidence of non-performance in writing and through 1228 testimony of its employees and others relevant to the incident(s) and non-performance. City 1229 Representative shall provide Contractor with a written explanation of their determination on each 1230 incident(s) and non-performance prior to authorizing the assessment of and non-performance prior 1231 to authorizing the assessment of Liquidated Damages under this Section 7.06. Within ten (10) 1232 Business Days of receipt of such notice of intention to assess Liquidated Damages, or within forty 1233 (40) Business Days if the intended assessment results in a material impact, as defined in Section 1234 8.10, no Liquidated Damages may be imposed on Contractor until Contractor has been given a 1235 reasonable opportunity to respond to allegations and to meet and confer with the City 1236 Representative. The City Representative’s decision shall be final subject to Contractor’s ability to 1237 pursue judicial relief in accordance with Section 8.17. 1238 C. Amount. City may assess Liquidated Damages for each Working Day or event, as appropriate, that 1239 Contractor is determined to be liable in accordance with this Agreement in the amounts specified 1240 in Exhibit E. Liquidated Damages shall be subject to annual adjustment on each July 1 equal to the 1241 Annual Percentage Change in the CPI-U as defined in Article 5. 1242 D. Timing of Payment. Contractor shall pay any Liquidated Damages assessed by City within thirty (30) 1243 Business Days of the date the Liquidated Damages are assessed. If they are not paid within the thirty 1244 (30) Business Day period after written notice to Contractor and a ten (10) day period to cure, City 1245 may proceed against the performance bond required by the Agreement, order the termination of 1246 the rights or granted by this Agreement, or all of the above. 1247 7.07 EXCUSE FROM PERFORMANCE 1248 A. General. Notwithstanding any other provision in this Agreement, each Party shall be excused from 1249 performing its respective obligations hereunder and from any obligation to pay Liquidated Damages 1250 if it is prevented from so performing by reason of floods, earthquakes, other acts of nature, war, 1251 civil insurrection, riots, banking shutdown, supply chain disruption, pandemic, acts of any local, 1252 State, or Federal government (including judicial action), and other similar catastrophic events which 1253 are beyond the control of and not the fault of the Party claiming excuse from performance 1254 hereunder (each a “Force Majeure Event”). 1255 B. Third Party Labor Unrest. Performance is excused to the limited extent that: In the case of labor 1256 unrest or job action directed at a third party over whom Contractor has no control, the inability of 1257 Contractor to provide services in accordance with this Agreement due to the unwillingness or failure 1258 of the third party to: (i) provide reasonable assurance of the safety of Contractor's employees while 1259 providing such services; or, (ii) make reasonable accommodations with respect to point of delivery, 1260 time of Acceptance, or other operating circumstances to minimize any confrontation with pickets 1261 or the number of Persons necessary to perform Transfer, Transport, Processing, or Disposal 1262 services. The foregoing excuse shall be conditioned on Contractor's cooperation in performing 1263 June 2025 34 City of Cupertino/ Zanker Road Resource Agreement Transfer, Transport, Processing, and/or Disposal services at different times and in different locations 1264 (as provided for in Section 4.12). If the Collection Contractor is unable to use any of the Approved 1265 or Alternative Facilities under this Agreement for more than thirty (30) Days in a consecutive twelve 1266 (12) month period for any reason, including, but not limited to third-party labor unrest, and such 1267 inability prevents Contractor from performing its obligations under this Agreement through the use 1268 of Alternative Facilities as provided for in Section 4.12, such circumstance shall be considered an 1269 event of default in accordance with Section 7.01.F. 1270 C. Contractor Labor Unrest. In the event of labor unrest, including but not limited to strike, work 1271 stoppage or slowdown, sickout, picketing, or other concerted job action conducted by the 1272 Contractor’s employees or directed at the Contractor or an Affiliate, the Contractor shall not be 1273 excused from performance and such event shall not be considered a Force Majeure event under 1274 this Section. Contractor may direct Delivered Materials to an Alternative Facility as provided in 1275 Section 4.12. In such case, Contractor shall continue to provide consistent, reliable, and 1276 uninterrupted levels of performance during the pendency thereof. Any labor action initiated by 1277 Contractor, including but not limited to a lock-out, shall not be grounds for any excuse from 1278 performance and Contractor shall perform all obligations under this Agreement during the 1279 pendency of such Contractor-initiated labor action. In the event that any labor unrest related to 1280 Contractor’s operations or facility(ies) causes those facilities to be partially or completely 1281 inaccessible by the Collection Contractor and thereby creates increased costs for the City and/or 1282 Collection Contractor related to delivery to Alternative Facilities, Contractor shall be liable for any 1283 and all such reasonable costs. In the event of such increased costs, City shall make a determination 1284 of the allowable costs under the Collection Agreement with the City as well as any direct costs 1285 incurred by the City during the pendency of such disruption. Contractor shall pay to City or, at City’s 1286 direction, Collection Contractor the amount of such increased reasonable costs as determined by 1287 the City within forty-five (45) calendar days of receiving the City’s determination. 1288 D. Notice. The Party claiming excuse from performance shall, within two (2) business days after such 1289 Party has notice of such cause, give the other Party notice of the facts constituting such cause and 1290 asserting its claim to excuse under this Section. If either Party validly exercises its rights under this 1291 Section, the Parties hereby waive any claim against each other for any damages sustained thereby. 1292 E. Default and Termination. The partial or complete interruption or discontinuance of Contractor's 1293 services caused by one (1) or more Force Majeure Events shall not constitute a default by Contractor 1294 under this Agreement, except as otherwise specified in Section 7.01.F.4. Notwithstanding the 1295 foregoing, however, if Contractor is excused from performing its obligations hereunder for any of 1296 the causes listed in this Section for a period of thirty (30) calendar days or more, City shall 1297 nevertheless have the right, in its sole discretion, to terminate this Agreement by giving ten (10) 1298 Business Days’ notice to Contractor provided Contractor does not fully resume performance of its 1299 obligations hereunder within such ten (10) Business Days, in which case the provisions of Section 1300 7.04 shall apply. 1301 7.08 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE 1302 The Parties acknowledge that it is of the utmost importance to City and the health and safety of all those 1303 members of the public residing or doing business within City who will be adversely affected by interrupted 1304 waste management service, that there be no material interruption in services provided under this 1305 Agreement. 1306 June 2025 35 City of Cupertino/ Zanker Road Resource Agreement If Contractor: (i) is the subject of any labor unrest including work stoppage or slowdown, sick-out, 1307 picketing, or other concerted job action; (ii) appears in the reasonable judgment of City to be unable to 1308 regularly pay its bills as they become due; or, (iii) is the subject of a civil or criminal judgment or order 1309 entered by a Federal, State, regional, or local agency for violation of an Applicable Law, and City believes 1310 in good faith that Contractor's ability to perform under the Agreement has thereby been placed in 1311 substantial jeopardy, City may, at its sole option and in addition to all other remedies it may have, demand 1312 from Contractor reasonable assurances of timely and proper performance of this Agreement, in such form 1313 and substance as City believes in good faith is reasonably necessary in the circumstances to evidence 1314 continued ability to perform under the Agreement. If Contractor fails or refuses to provide satisfactory 1315 assurances of timely and proper performance in the form and by the date required by City, such failure or 1316 refusal shall be an event of default for purposes of Section 7.01. 1317 7.09 COOPERATION AND DISPUTES BETWEEN CONTRACTORS 1318 Contractor shall fully comply with its obligations to provide services under this Agreement including 1319 Acceptance of Delivered Materials by the Collection Contractor in a manner that meets the requirements 1320 of this Agreement and Applicable Law. Collection Contractor shall also fully comply with its obligations to 1321 deliver Delivered Materials to the approved Facility(ies). In the event of disputes between the Collection 1322 Contractor and the Contractor, either party may provide written notice of the dispute to the City and any 1323 other party involved in the dispute. If Contractor initiates a written notice of dispute, such notice shall 1324 include a summary of the dispute, the section(s) of the Agreement or agreements the asserted dispute 1325 arises from, an estimate of the financial implications to Contractor asserted, and a proposed resolution. 1326 Contactor agrees to timely meet and confer directly with the Collection Contractor or Approved 1327 Facility(ies) in good faith to resolve the dispute for thirty (30) calendar days following the initial notice to 1328 the City and the other involved party. A longer period may be established if mutually agreed upon 1329 between the parties. If at the end of the thirty (30) day period, Contractor and the Collection Contractor 1330 or Contractor and Approved Facility(ies) have met and conferred in good faith but have not resolved the 1331 dispute, either party to the dispute may notify the City and the City shall facilitate the dispute resolution 1332 procedure in accordance with Section 8.17 as well as any applicable provisions of the involved party’s 1333 contract with the City. In the event of a dispute, Contractor shall continue performance of Contractor’s 1334 obligations under this Agreement and shall attempt to continue to resolve that dispute in a cooperative 1335 manner, including but not limited to negotiating in good faith. 1336 7.10 ACTS NECESSARY TO PERFORM SERVICE 1337 The City’s failure to specifically require an act necessary to perform any of the services required under 1338 this Agreement and comply with Appliable Law does not relieve Contractor of its obligation to perform 1339 such act, or the service(s) dependent on such act, or to comply with Applicable Law at all times throughout 1340 the Term of this Agreement. Further, any suggestions or recommendations, whether verbal or in writing, 1341 made by the City to Contractor shall not be relied upon by Contractor to the extent such suggestions or 1342 recommendations may compromise or inhibit Contractor’s performance under this Agreement or ability 1343 to comply with Applicable Law. Contractor assumes liability and responsibility for actions and inactions to 1344 perform services under this Agreement in accordance with Applicable Law and expressly waives any claims 1345 against the City or use of City’s actions or inactions as a legal defense for Contractor’s failure to perform 1346 or comply with Applicable Law in the performance of this Agreement except with respect to Excluded 1347 Waste. 1348 June 2025 36 City of Cupertino/ Zanker Road Resource Agreement In the event of any ambiguity as to the interpretation of the Agreement or the requirements of Contractor 1349 under this Agreement, Contractor shall be responsible for seeking clarity and approval from the City prior 1350 to engaging in actions to resolve ambiguities not otherwise explicitly stated in the Agreement. To the 1351 extent that the Contractor engages or fails to engage in performing an act in violation of this Agreement 1352 or Applicable Law and fails to obtain explicit written permission from the City in advance, the Contractor 1353 shall be solely liable and the City shall not be responsible for any payment, compensation adjustments, or 1354 administrative support arising from Contractor’s actions or inactions. To the extent the Contractor’s non-1355 compliance results in increased costs to the City, City shall notify the Contractor, identifying the dollar 1356 value of such cost impacts, and Contractor shall, within forty-five (45) calendar days of written notice from 1357 the City, remit such costs to the City in the form of a direct payment sent or delivered to the City or paid 1358 to the City via an electronic payment method. The City retains the right to pursue any remedies specified 1359 in this Article in the event of non-compliance, at the City Representative’s sole discretion. 1360 ARTICLE 8. 1361 OTHER AGREEMENTS OF THE PARTIES 1362 8.01 RELATIONSHIP OF PARTIES 1363 The Parties intend that Contractor will perform the Services required by this Agreement as an 1364 independent contractor engaged by City and not as an officer or employee of City nor as a partner of or 1365 joint venturer with City. No employee or agent of Contractor will be or will be deemed to be an employee 1366 or agent of City. Contractor will have the exclusive control over the manner and means of conducting 1367 Services, and all Persons performing those Services, except for City’s right to change the scope of Services 1368 in accordance with Section 4.20. Contractor is solely responsible for the acts and omissions of its officers, 1369 employees, Subcontractors, and agents, none of whom is deemed an officer, employee, Subcontractor, 1370 or agent of City. Neither Contractor nor its officers, employees, Subcontractors, and agents will obtain any 1371 rights to retirement benefits, workers' compensation benefits, or any other benefits that accrue to City 1372 employees, and Contractor expressly waives any claim it may have or acquire to those benefits. 1373 8.02 COMPLIANCE WITH LAW 1374 A. Compliance. Contractor will perform, and will cause any contractors or Subcontractors to perform, 1375 all Services in accordance and compliance with Applicable Law, whether or not referenced 1376 specifically in the text of this Agreement and regardless of whether specified Service obligations 1377 may be stated less stringently than Applicable Law. If any provision of this Agreement is more 1378 stringent than Applicable Law, Contractor must comply with that provision. 1379 The Contractor acknowledges that City, by this Agreement, has stated necessary and reasonable 1380 rules and regulations regarding aspects of Solid Waste handling Services covered by this Agreement. 1381 Contractor agrees to comply with any and all of those rules and regulations, subject to the definition 1382 of "Uncontrollable Circumstances" in Section 8.12 and subject to possible adjustments in the Per-1383 Ton Rates for Uncontrollable Circumstances, including Changes in Law. 1384 B. Referenced Provisions. Reference in this Agreement, including Exhibit A, to particular provisions or 1385 requirements of Applicable Law will not be construed to limit Contractor's obligation to comply with 1386 all provisions of Applicable Law. Those references are deemed to include reference to implementing 1387 rules and regulations. The references are intended to facilitate Contractor’s satisfaction of its 1388 June 2025 37 City of Cupertino/ Zanker Road Resource Agreement performance obligations and City’s administration and specific enforcement of this Agreement, and 1389 may not be construed to imply lack of obligation to comply with other provisions or requirements 1390 of Applicable Law not referred to or cited in this Agreement. If any Applicable Law specifically 1391 referenced or cited in this Agreement is modified, amended, or repealed, that reference or citation 1392 will be deemed to refer to that amendment or modification, or to any re-codified or substituted 1393 Applicable Law. 1394 C. Permits. Contractor will obtain and maintain all Permits in accordance with Section 4.02. 1395 D. Fines and Penalties. Contractor is solely responsible for timely payment of any and all fines and 1396 penalties imposed on Contractor related directly or indirectly to the Services provided under the 1397 Agreement. Contractor will not seek reimbursement from City, Collection Contractor, residents, or 1398 businesses for any such fines and penalties except if due to Excluded Waste delivered by City or 1399 Collection Contractor. 1400 8.03 GOVERNING LAW AND VENUE 1401 This Agreement will be governed by, construed and enforced in accordance with the laws of the State of 1402 California, without giving effect to the State’s conflict of laws rules. Venue will be in the Santa Clara County 1403 Superior Court, and no other place. Contractor waives any right it may have pursuant to Code of Civil 1404 Procedure section 394, to file a motion to transfer any action arising from or relating to this Agreement 1405 to a venue outside of the County. 1406 1407 8.04 FURTHER ASSURANCES 1408 Contractor will promptly execute and deliver any instruments and perform any acts as may be necessary 1409 or reasonably requested by the other in order to give full effect to this Agreement. 1410 8.05 ASSIGNMENT 1411 A. Assignment by Contractor. 1412 1. Permitted Assignments. Subject to the terms and conditions of this Section 8.05, Contractor 1413 shall have the right to Assign this Agreement to any other company that is owned and 1414 controlled by Zanker Road Resource Management, LLC or its Affiliates, provided that such 1415 company is qualified to do business in California, and assumes in writing all of Contractor’s 1416 obligations under this Agreement prior to or concurrently with such Assignment. Contractor 1417 shall not otherwise Assign its rights nor delegate or otherwise transfer its obligations under 1418 this Agreement to any other Person. 1419 2. Assignment Defined. For the purpose of this Section when used in reference to Contractor, 1420 “Assign” and “Assignment” shall be as defined in Exhibit A. 1421 Contractor acknowledges that this Agreement involves rendering a vital service to City’s 1422 residents and businesses, and that City has selected Contractor to perform the Services 1423 specified herein based on (i) effective and responsible fashion, at all times in keeping with 1424 applicable Environmental Laws, regulations, and best management practices, and (ii) 1425 Contractor’s obligations to City under this Agreement. The City has relied on each of these 1426 June 2025 38 City of Cupertino/ Zanker Road Resource Agreement factors, among others, in choosing Contractor to perform the Services to be rendered by 1427 Contractor under this Agreement. 1428 3. Contractor Request for Assignment. If Contractor requests City’s consideration of and consent 1429 to an Assignment, City may reasonably deny or approve such requests except as to Section 1430 8.05.A.1., which shall be approved. No request by Contractor for consent to any Assignment 1431 need be considered by City unless and until Contractor has met the following requirements: 1432 a. Contractor shall undertake to pay City its reasonable expenses for attorney’s fees and 1433 investigation costs necessary to investigate the suitability of any proposed assignee, 1434 and to review and finalize any documentation required as a condition for approving any 1435 such Assignment. 1436 b. Contractor shall furnish City with audited financial statements of the proposed 1437 assignee’s operations for the immediately preceding three (3) operating years. 1438 c. Contractor shall furnish City with satisfactory proof: (i) that the proposed assignee has 1439 at least ten (10) years of Solid Waste management experience on a scale equal to or 1440 exceeding the scale of operations conducted by Contractor under this Agreement; (ii) 1441 that in the last five (5) years, the proposed assignee has not suffered any significant 1442 citations or other censure from any federal, State, or local agency having jurisdiction 1443 over its Solid Waste management operations due to any significant failure to comply 1444 with State, federal, or local Environmental Laws and that the assignee has provided City 1445 with a complete list of such citations and censures; (iii) that the proposed assignee has 1446 at all times conducted its operations in an environmentally safe and conscientious 1447 fashion; (iv) that the proposed assignee conducts its Solid Waste management practices 1448 in accordance with sound Solid Waste management practices in full compliance with all 1449 federal, State, and local laws regulating the collection and Disposal of Solid Waste 1450 including Unpermitted Waste; and, (v) of any other information required by City to 1451 ensure the proposed assignee can fulfill the terms of this Agreement in a timely, safe, 1452 and effective manner. 1453 d. Under no circumstances shall City be obligated to consider any proposed Assignment 1454 by City if Contractor is in default at any time during the period of consideration. 1455 8.06 BINDING ON SUCCESSORS 1456 The provisions of this Agreement will inure to the benefit of and be binding on the successors and 1457 permitted assigns of the Parties. 1458 8.07 PARTIES IN INTEREST 1459 Nothing in this Agreement, whether expressed or implied, is intended to confer any rights on any Persons 1460 other than the Parties to it and their representatives, successors, and permitted assigns. There are no 1461 intended third-party beneficiaries. 1462 8.08 SERVICES PERFORMED AT CONTRACTOR’S SOLE EXPENSE 1463 Contractor will perform Services solely for the Contractor Compensation expressly provided for herein. 1464 June 2025 39 City of Cupertino/ Zanker Road Resource Agreement 8.09 NOTICES AND COMMUNICATION 1465 All Notices, requests, and approvals must be sent in writing to the Persons below, which will be considered 1466 effective on: the date of personal delivery; the date of delivery confirmed by a reputable overnight 1467 delivery service; the fifth (5th) Day after deposit in the United States Mail, postage prepaid, registered or 1468 certified; or the next Working Day following electronic submission: If to City: 1469 City of Cupertino 1470 Attention: City Manager 1471 10300 Torre Avenue 1472 Cupertino, California, 95014 1473 1474 CC: Director of Public Works 1475 1476 If to Contractor: 1477 Zanker Road Resource Management, LLC 1478 Attention: CEO and General Counsel 1479 610 E. Gish Rd. 1480 San Jose, CA 95112 1481 1482 Parties may change their address upon Notice to the other Party. 1483 8.10 REPRESENTATIVES OF THE PARTIES 1484 References in this Agreement to “City” shall mean the City of Cupertino and all actions to be taken by the 1485 City except as provided below. City may delegate, in writing, authority to the City Representative and/or 1486 to other City officials and may permit such officials, in turn, to delegate in writing some or all of such 1487 authority to subordinate officers. Contractor may rely upon actions taken by such delegates if they are 1488 within the scope of the authority properly delegated to them. 1489 Contractor shall, by the Effective Date, designate in writing the Contractor’s Contract Manager. The 1490 Contractor’s Contract Manager shall be the representative of Contractor in all matters related to the 1491 Agreement and Contractor shall inform the City in writing of such designation and of any limitations upon 1492 their authority to bind Contractor. The City may rely upon action taken by Contractor’s Contract Manager 1493 as actions of Contractor unless they are outside the scope of the authority delegated to them by 1494 Contractor as communicated to the City. 1495 In the event of dispute between the City Representative and the Contractor regarding the interpretation 1496 of or the performance of services under this Agreement, the City Representative’s determination shall be 1497 conclusive except where such determination results in a material impact to the Contractor’s revenue 1498 and/or cost of operations. In the event of a dispute between the City Representative and the Contractor 1499 results in such material impact to the Contractor, the provisions of Section 8.17 shall apply. For the 1500 purposes of this Section 8.10, “material impact” is an amount equal to or greater than fifty thousand 1501 dollars ($50,000) per year. 1502 June 2025 40 City of Cupertino/ Zanker Road Resource Agreement 8.11 DUTY OF CONTRACTOR NOT TO DISCRIMINATE 1503 In the performance of all work and Services under this Agreement, Contractor will not discriminate against 1504 any Person on the basis of that Person's race, color, religion (including religious dress and grooming 1505 practices), sex/gender (including pregnancy, childbirth, breastfeeding, or related medical conditions), sex 1506 stereotype, gender identity/gender expression/transgender (including whether or not the Person is 1507 transitioning or has transitioned), sexual orientation, national origin, ancestry, age (40 and above), 1508 physical or mental disability, medical condition, genetic information/characteristics, marital 1509 status/registered domestic partner status, military or veteran status, or any other basis protected by 1510 federal, State, or local law or ordinance or regulation. Contractor will not discriminate based on the 1511 perception that anyone has any of these characteristics or is associated with a Person who has or is 1512 perceived as having any of these characteristics. Contractor will comply with all Applicable Law regarding 1513 nondiscrimination, including those prohibiting discrimination in employment. 1514 8.12 FORCE MAJEURE 1515 A. Performance Excused. Neither Party is deemed in breach or default of its duties, obligations (other 1516 than a payment obligation at the time due and owing), responsibilities, or commitments under this 1517 Agreement to the extent that the breach or default is due to an Uncontrollable Circumstance, 1518 provided the Party exerted Reasonable Business Efforts to prevent the occurrence and mitigate the 1519 effects of the Uncontrollable Circumstance. 1520 1. Uncontrollable Circumstance(s) means any act, event, or condition, whether affecting (i) 1521 Services or (ii) either Party, that is beyond the reasonable control of the Party relying thereon 1522 and not the result of willful or negligent action or inaction of that Party (other than the 1523 contesting in good faith or the failure in good faith to contest that action or inaction), which 1524 materially and adversely affects the ability of either Party to perform any obligation under 1525 this Agreement, comprised of: 1526 a. an act of nature, including landslide, lightning, earthquake, fire, flood, (other than 1527 reasonably anticipated weather conditions for the geographic area of City), explosion, 1528 banking shutdown, supply chain disruption, pandemic, sabotage, terrorism, acts of a 1529 public enemy, war, blockade or insurrection, riot, or civil disturbance. 1530 b. the failure of any appropriate federal, State, or local public agency, or private utility having 1531 operational jurisdiction in the area in which the Facility is located to provide and 1532 maintain utilities, services, water, sewer, or power transmission lines thereto. 1533 c. a Change in Law other than a Change in Law excluded in item 2 below. 1534 d. strikes, work stoppages, or other labor disputes or disturbances of Persons other than 1535 Contractor or any Affiliates performing Services. 1536 2. Uncontrollable Circumstances excludes, without limitation: 1537 a. either Party's own breach of its obligations under this Agreement. 1538 b. adverse changes in the financial condition of either Party or any Change in Law with 1539 respect to any taxes based on or measured by net income, or any unincorporated 1540 business, payroll, franchise, or employment taxes. 1541 June 2025 41 City of Cupertino/ Zanker Road Resource Agreement c. strikes, work stoppages, or other labor disputes or disturbances of Contractor or any 1542 Affiliates performing Services, or Contractor’s or Affiliates’ inability to hire adequate 1543 numbers of personnel who are competent and skilled in the work to which they are 1544 assigned, or the organization of any Contractor’s or any Affiliates’ employees under a 1545 collective bargaining agreement. 1546 d. the failure of the Contractor to secure patents, licenses, trademarks, and the like 1547 necessary for Services. 1548 e. as to the Contractor, the failure of any Service assets to perform in accordance with any 1549 warranties, unless caused by Uncontrollable Circumstances or defect. 1550 f. Changes in Law mandated by State or federal Applicable Law. 1551 B. Notice. The Party experiencing an Uncontrollable Circumstance and relying thereon will give Notice 1552 thereof as soon as is reasonable given the Uncontrollable Circumstance to the other Party, including 1553 describing performance under this Agreement for which it seeks to be excused; the expected 1554 duration of the Uncontrollable Circumstance; the extent Services may be curtailed; any requests or 1555 suggestions to mitigate the adverse effects of the Uncontrollable Circumstance; or, any consequent 1556 adjustment of the Per-Ton Rates in accordance with Sections 5.03 or 5.04. 1557 C. City’s Rights. Notwithstanding that Contractor’s failure to timely and fully provide Services due to 1558 Uncontrollable Circumstances does not constitute an Event of Default, following the continuance 1559 of the failure for twenty (24) hours, City may, in its sole discretion, secure alternative services. 1560 Following the continuance of that failure for thirty (30) Days unless an alternative is agreed, City 1561 may terminate the Agreement in accordance with Section 7.02. 1562 D. Use of Alternative Facility. Contractor shall use an alternative facility in accordance with Section 1563 4.12 if Uncontrollable Circumstances prevent it from using the Facility for all or a portion of City’s 1564 Solid Waste. If, as a result of Uncontrollable Circumstances, the Collection Contractor is unable to 1565 deliver all City’s Solid Waste at the Facility for one (1) month or more or if City has incurred ten 1566 thousand dollars ($10,000) or more in additional Transportation costs to arrange for delivery of 1567 City’s Solid Waste to an alternative facility, City may, in its sole discretion, suspend or terminate the 1568 Agreement in accordance with Section 7.02, but is not obligated to do so. 1569 8.13 MAINTENANCE OF RECORDS 1570 A. Location of Records. Contractor will maintain Records at the Facility, or at an alternative location 1571 as approved by City. 1572 B. Contractor’s Accounting Records. In order to effectuate the adjustments to the Per-Ton Rates 1573 contemplated by Sections 5.03 and 5.04, Contractor must maintain accurate, detailed financial and 1574 operational information in a consistent format and to make that information available to City in a 1575 timely fashion. This Section is intended to effectuate these requirements. Contractor will maintain 1576 accurate and complete accounting Records containing the underlying financial and operating data 1577 relating to and showing the basis for computation of all costs associated with providing Services. 1578 The accounting Records will be prepared in accordance with Generally Accepted Accounting 1579 Principles (GAAP), which will be consistently applied. The Parties acknowledge that the Contractor’s 1580 June 2025 42 City of Cupertino/ Zanker Road Resource Agreement accounting procedures may not produce accounting Records that separate the financial and 1581 operational data related to specific Services provided to City, but rather the accounting Records are 1582 consolidated financial and operational data for all Services provided by Contractor or at Contractor’s 1583 Facility. 1584 C. Retention of Records. Contractor will retain all Records required to be maintained by this 1585 Agreement for a minimum of five (5) years following the end of the Term. 1586 Contractor will retrieve Records specifically directed to be retained in accordance with this 1587 Agreement and make them available to City within ten (10) Days of City’s direction. 1588 Contractor will retrieve Records that are material, in the sole opinion of City, to determining the 1589 cost of compliance with changes in Government Fees or regulations; verifying payment of 1590 Government Fees or taxes; determining cost impact related to modifications to scope of Services or 1591 new waste management programs or economic incentives; or determining an adjustment to the 1592 Per-Ton Rate as provided for in this Agreement, and make them available to City within ten (10) 1593 Days of City’s direction. If Contractor is not required to maintain those Records under this 1594 Agreement, then City and Contractor will meet and confer in good faith to reach agreement on 1595 reasonable assumptions that are necessary to make determinations at issue. 1596 D. Delivery of Financial Information. The Parties agree that Contractor shall submit financial 1597 information that provides sufficient information, in City’s opinion, for performance of the review 1598 necessary for determination as to whether an extraordinary adjustment to the Per-Ton Rate(s) is 1599 warranted as provided in Section 5.04. 1600 8.14 RIGHT TO INSPECT RECORDS 1601 Upon reasonable Notice and without interference with Contractor’s operations, City, its auditors, and 1602 other agents selected by City, will have the right, at its sole cost, during regular business hours as described 1603 in Section 4.06, to conduct on-site inspections of Records and to make and retain copies of any Records 1604 that are reasonably necessary to: (1) determine the cost of compliance with changes in Government Fees 1605 or regulations (in accordance with Section 5.03); (2) verify payment of Government Fees or taxes (in 1606 accordance with Sections 5.05 and 5.06); (3) determine cost of modifications to scope of Services (in 1607 accordance with Section 4.20); (4) determine cost of new programs or economic incentives (in accordance 1608 with Section 4.20); or, (5) verify Contractor’s reported aggregate Facility capacity commitments (in 1609 accordance with Section 4.14.C). Contractor will cooperate with City, its auditors, and other agents 1610 selected by City; will make those Records available to City; and, will provide City copies of those Records 1611 (which City may retain) at City’s request (with the exception that Contractor is not obligated to provide 1612 copies of agreements with entities related to the review of the aggregate Facility capacity under Item 5 of 1613 this Section). If City so requests, Contractor will make specified personnel available to assist City 1614 Representatives in accessing Records. 1615 8.15 COMPILATION OF INFORMATION FOR STATE LAW PURPOSES 1616 Contractor will compile information on amounts of Solid Waste delivered to the Facility and Disposed and 1617 other information, which City may reasonably request in order to meet its obligations under the Act and 1618 other State regulations. 1619 June 2025 43 City of Cupertino/ Zanker Road Resource Agreement 8.16 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE 1620 A. If Contractor: 1621 1. is the subject of any labor unrest including work stoppage or slowdown, sick-out, picketing, 1622 or other concerted job action that affects Contractor’s performance under this Agreement. 1623 2. appears in the judgment of City to be unable to regularly pay its bills as they become due. 1624 3. is the subject of a civil or criminal proceeding brought by a federal, State, regional, or local 1625 agency for Violation of an Applicable Law with respect to Services. 1626 4. is, in the City’s reasonable opinion, in substantial jeopardy of non-performance under this 1627 agreement, or 1628 5. if City disagrees with Contractor’s estimate of Facility capacity required to meet Contractor’s 1629 warranty in accordance with Section 9.01 or of remaining capacity, considering Contractor’s 1630 obligations to both City and other Persons, as contained in the Annual Report or otherwise, 1631 then following dispute resolution in accordance with Section 8.17 that concludes either of 1632 Contractor’s estimates is erroneous, at its option and in addition to all other remedies it may 1633 have, City may demand from Contractor written assurances of timely and proper 1634 performance of this Agreement. Assurances include procuring a bond or letter of credit 1635 guarantying or in size sufficient to cover payment of losses and related investigations, claim 1636 administration, and defense expenses. If Contractor fails or refuses to provide reasonable 1637 assurances by the date required by City no less than fifteen (15) Days after Notice, that failure 1638 or refusal will constitute an Event of Default in accordance with Section 7.01. 1639 8.17 DISPUTE RESOLUTION 1640 In the event of dispute between the City and the Contractor regarding the interpretation of or the 1641 performance of services under this Agreement which results in a material impact to the Contractor’s 1642 revenue and/or cost of operations, as defined in Section 8.10, the provisions of this Section 8.17 shall 1643 apply. The representatives of the Parties who have primary responsibility for operation and administration 1644 of this Agreement will engage in best efforts to resolve the dispute informally. If the Parties are unable to 1645 resolve a dispute informally, the Party seeking redress may submit an informal written claim to the City, 1646 specifying the nature of the claim, the applicable provisions of the Agreement, a summary narrative of 1647 the events leading to the claim, and the remedy sought to resolve the claim. Within 30 days thereafter, 1648 the City Representative will arrange to meet and confer in person or by videoconference with Contractor’s 1649 General Counsel and COO, in a further attempt to informally resolve the claim. If, within 30 days following 1650 the initial attempt to meet and confer, the claim is not resolved, the Parties agree to submit the dispute 1651 to mediation with an experienced third-party neutral in an effort to resolve the claim by compromise, 1652 with each Party to share equally in the mediator’s fees and each Party to bear its own legal fees, if any. 1653 City and Contractor will mutually agree to a mediator. Mediation will be scheduled to ensure the mutual 1654 availability of the selected mediator and all of the individuals that each Party requires to represent its 1655 interests. The Mediation shall be completed within sixty (60) days of the written requests of a Party unless 1656 both Parties agree to extend the timeframe. To the maximum extent permitted by law, all offers, 1657 promises, conduct, and statements, whether oral or written, made in the course of the mediation by any 1658 of the Parties, their agents, employees, experts, or attorneys, or by the mediator or any employees of the 1659 mediation services, are confidential, privileged, and inadmissible for any purpose, including impeachment, 1660 June 2025 44 City of Cupertino/ Zanker Road Resource Agreement in any arbitration or other proceeding involving the Parties, provided that evidence that is otherwise 1661 admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in 1662 the mediation. All applicable statutes of limitation and defenses based upon the passage of time shall be 1663 tolled until the end of the sixty (60) Day period referred to above. The Parties will take such action, if any 1664 required to effectuate such tolling. Good faith compliance with the informal dispute resolution provisions 1665 set forth in this Section is a condition precedent to filing a claim pursuant to the California Government 1666 Code or to otherwise initiating legal proceedings with regard to the dispute. The provisions of this Section 1667 will survive expiration or termination of the Agreement. 1668 8.18 CRIMINAL ACTIVITY OF CONTRACTOR 1669 A. Notice of Convictions or Pleas. The Contractor will immediately Notify City upon the occurrence of 1670 any Convictions or Pleas with respect to Contractor or Contractor’s Contract Manager. 1671 B. Contractor Cure. Upon the occurrence of any Convictions or Pleas, the Contractor will : 1672 1. as soon as permitted under Applicable Law, remove from office the offending Contract 1673 Manager who is an individual, or, with respect to a Contract Manager that is the Contractor 1674 or an Affiliate, the individual or individuals responsible for the Criminal Activity. 1675 2. immediately eliminate the participation by that Contract Manager who is an individual or, 1676 with respect to a Contract Manager that is the Contractor or Affiliate the individual or 1677 individuals responsible for the Criminal Activity, in any position of influence related to the 1678 Services. 1679 3. replace the offending Contract Manager in their capacity as Contract Manager relative to this 1680 Agreement. 1681 4. not hire or transfer from any Affiliate any employee, officer, or director of an Affiliate who is 1682 the subject of any Criminal Activity to a position as Contract Manager and will not allow its 1683 Affiliates to do so. 1684 C. City Remedies. The City, in its sole discretion, may terminate the Agreement upon thirty (30) Days’ 1685 Notice to the Contractor, or may impose those other sanctions (which may include financial 1686 sanctions, temporary suspensions, or any other condition deemed appropriate short of 1687 termination) as it will deem proper, if the following events are continuing at the end of those thirty 1688 (30) Days: 1689 1. the Contractor or any Affiliate fails to comply with their obligation under subsection B. 1690 2. the Criminal Activity concerns and is related to this Agreement. 1691 Contractor must be given the opportunity to present to City Representative evidence in mitigation 1692 during the preceding thirty (30) Day Notice period and City will consider that evidence. 1693 June 2025 45 City of Cupertino/ Zanker Road Resource Agreement 8.19 COOPERATION AND DISPUTES BETWEEN CONTRACTOR AND COLLECTION 1694 CONTRACTOR 1695 Contractor will fully comply with its obligations to provide Service to the Collection Contractor and 1696 cooperate to its fullest extent with the Collection Contractor and City. In the event of disputes between 1697 Contractor and Collection Contractor, Contractor will attempt to resolve the dispute directly with the 1698 Collection Contractor. As a last resort, Contractor may request assistance from City in resolving the 1699 dispute. In the event of a dispute, Contractor will continue performance of Contractor’s obligations under 1700 this Agreement and will attempt to continue to resolve that dispute in a cooperative manner, including, 1701 but not limited to, negotiating in good faith. 1702 ARTICLE 9. 1703 REPRESENTATIONS AND WARRANTIES 1704 9.01 MADE BY CONTRACTOR 1705 By acceptance of this Agreement, Contractor represents and warrants that: 1706 A. Existence and Powers. Contractor is a limited liability company duly organized in Delaware and 1707 validly existing, and in good standing under the laws of the State of California, is qualified to transact 1708 business in the State and has full legal right, power, and authority to enter into and perform its 1709 obligations under this Agreement. 1710 B. Due Authorization and Binding Obligation. Contractor has the authority to enter into and perform 1711 its obligations under this Agreement. Contractor has taken all actions required by law or otherwise 1712 necessary to authorize the execution of this Agreement. The Person(s) signing this Agreement on 1713 behalf of Contractor have authority to do so, and this Agreement constitutes the legal, valid, and 1714 binding obligation of Contractor enforceable against Contractor under its terms. 1715 C. Truth and Accuracy of Information. The information supplied by Contractor in all written submittals 1716 made in connection with Contractor’s Services, including Contractor’s Proposal and any other 1717 supplementary information submitted to the City, and which the City has relied on in awarding and 1718 entering this Agreement, is true, accurate, and complete, and does not contain material omissions 1719 or misleading statements. Contractor will inform the City Representative of any change in that 1720 information within one (1) week of discovering any untruth or inaccuracy. 1721 D. Contractor’s Due Diligence. Contractor has made an independent investigation and examination 1722 (satisfactory to it) of the conditions and circumstances surrounding the Agreement and the work to 1723 be performed hereunder. Relying solely upon its own investigation, advice, and counsel, Contractor 1724 has taken such matters into consideration in entering this Agreement to provide Services in 1725 exchange for the Per-Ton Rates provided for under the terms of this Agreement. 1726 E. Ability to Perform. Contractor possesses the business, professional, and technical expertise to 1727 Process, and Divert Delivered Materials, and Contractor possesses the equipment, facilities, and 1728 employee resources required to perform its obligations under this Agreement. 1729 F. Voluntary Use of Facilities. Contractor, without constraint and as a free-market business decision 1730 in accepting this Agreement, agrees to use the Facility(ies) it has proposed, or other location 1731 June 2025 46 City of Cupertino/ Zanker Road Resource Agreement approved by City, for the purposes of Processing, and Divert all Delivered Materials and for Disposal 1732 of Residue. Such decision by Contractor in no way constitutes a restraint of trade notwithstanding 1733 any Change in Law regarding flow control limitations or any definition thereof. 1734 G. No Warranty Regarding Volumes or Material Types. Contractor recognizes that City expressly 1735 disclaims any warranties, either express or implied, as to the quantity, composition, volume, type, 1736 merchantability or fitness for any particular purpose of Delivered Materials as delivered and 1737 Accepted, and Processed by Contractor. Contractor acknowledges that the quantity and 1738 composition of Delivered Materials will vary over the Term. 1739 H. Capacity. Contractor warrants that as of the Commencement Date it has Processing capacity at the 1740 Facility(ies) to Process all Delivered Materials delivered to the Facility(ies). Contractor shall maintain 1741 such capacity throughout the Term. 1742 I. Permits and Approvals. Contractor warrants that all licenses, Permits, qualifications, and approvals 1743 that are legally required or otherwise necessary for Contractor to perform its obligations under this 1744 Agreement shall be secured on or before the Commencement Date of this Agreement. Contractor 1745 further warrants that it shall, at its sole cost and expense, keep in effect or obtain at all times during 1746 the Term all licenses, Permits, and approvals that are legally required for Contractor to perform its 1747 obligations under this Agreement. 1748 J. Covenant Not to Sue. For the Term of this Agreement, Contractor agrees that neither Contractor, 1749 its officers, employees, agents, Subcontractors, nor its Affiliates, will file any lawsuit against City 1750 that alleges any claims related to, arising out of, or in connection with City’s Request for Proposals 1751 process for the Contractor’s Services, including the award of any agreement or contract thereunder. 1752 K. Iran Contracting Act Certification. Contractor represents and warrants that it is in compliance with 1753 and has completed all requirements necessary to comply with the Iran Contracting Act (Public 1754 Contract Code Sec. 2200). 1755 L. No Default. Contractor shall not be in breach or default under this Agreement or any other 1756 agreement with the City. 1757 M. Compliance with Laws. 1758 1. Contractor shall not discriminate against, or engage in the harassment of, any City employee or 1759 volunteer or any employee of Contractor or applicant for employment because of an 1760 individual’s race, religion, color, sex, gender identity, sexual orientation, ethnic or national 1761 origin, ancestry, citizenship status, uniformed service member status, marital status, family 1762 relationship, pregnancy, age, cancer or HIV/AIDS-related medical condition, genetic 1763 characteristics, and physical or mental disability (whether perceived or actual). This 1764 prohibition shall apply to all of Contractor’s employment practices and to all of Contractor’s 1765 activities as a provider of Services to the City. 1766 2. Contractor shall comply with all federal, State and City laws, statutes, ordinances, rules and 1767 regulations and the orders and decrees of any courts or administrative bodies or tribunals in 1768 any manner affecting the performance of the Agreement. 1769 June 2025 47 City of Cupertino/ Zanker Road Resource Agreement 9.02 RESERVED 1770 9.03 RESERVED 1771 ARTICLE 10. 1772 MISCELLANEOUS PROVISIONS 1773 10.01 EXHIBITS 1774 If any provisions contained in the text of Articles 1 through 10 are inconsistent or conflict with any Exhibits 1775 to this Agreement, then the provisions of the text will govern. 1776 10.02 INTEGRATION 1777 This Agreement contains the entire agreement between the Parties with respect to the rights and 1778 responsibilities of the Parties under this Agreement, including the enforcement and administration of this 1779 Agreement. This Agreement, including any subsequent amendments hereto pursuant to Section 10.05, 1780 completely and fully supersedes all prior understandings and agreements between the Parties with 1781 respect to those rights and responsibilities. 1782 10.03 SECTION HEADINGS 1783 Any captions or headings following the Exhibit, Section, subsection, paragraph, and Article numbers and 1784 preceding the operative text of this Agreement is for convenience of reference only and do not control or 1785 affect the scope, intent, meaning, construction, interpretation, or effect of this Agreement. 1786 10.04 INTERPRETATION AND CONSTRUCTION 1787 A. Drafting. This Agreement must be interpreted and construed reasonably and neither for nor against 1788 either Party, regardless of the degree to which either Party participated in its drafting. Contractor 1789 acknowledges that it determined to participate in the procurement of this Agreement upon its own 1790 choice and initiative and, during the course of that procurement, City solicited Contractor’s 1791 comments, exceptions, and proposals with respect to provisions in the Agreement. The Parties have 1792 negotiated this Agreement at arm’s length and with advice of their respective attorneys, and no 1793 provision herein is construed against City solely because it prepared this Agreement in its executed 1794 form. 1795 B. Gender and Plurality. Words of any gender include correlative words of any other genders. Words 1796 importing the singular number mean and include the plural number, and vice versa, unless the 1797 context demands otherwise. 1798 C. Font. Any underlined, italicized, bold-faced, upper captioned, or other font style are for ease of 1799 reading and contract administration only and do not imply relative importance or unimportance of 1800 any provision of this Agreement. 1801 June 2025 48 City of Cupertino/ Zanker Road Resource Agreement D. References to Parts. References to Sections and Articles refer to Sections and Articles of this 1802 Agreement, unless specified otherwise. References to Exhibits refer to Exhibits attached to this 1803 Agreement. Reference to “subsections” refers to the subsection contained in the same Section in 1804 which the reference occurs, unless otherwise provided. 1805 E. Examples. Examples are for purpose of illustration only. If any example is ambiguous or is 1806 inconsistent or conflicts with the text that it illustrates, the text governs. 1807 F. Specifics No Limitation on Generalities. The mention of any specific duty or Liability imposed upon 1808 the Contractor may not be construed as a limitation or restriction of any general Liability or duty 1809 imposed upon the Contractor by this Agreement or Applicable Law. 1810 10.05 AMENDMENT 1811 The Parties may change, modify, supplement, or amend this Agreement only upon written agreement 1812 duly authorized and executed by both Parties. . However, the Plans attached to this agreement as Exhibits 1813 B-1 and B-2 may be modified or edited by the City Representative and Contractor Representative, upon 1814 their mutual agreement and evidenced in writing, unless the Agreement or Applicable Law specifically 1815 requires approval by City Council. 1816 10.06 SEVERABILITY 1817 A. If any clause, sentence, provision, subsection, Section, or Article of this Agreement or Exhibit to this 1818 Agreement (an “Agreement Provision”) is ruled unconstitutional, illegal, invalid, non-binding, or 1819 unenforceable by any court of competent jurisdiction, then the Parties will: 1820 1. promptly meet and negotiate a substitute for those Agreement Provision and any related 1821 amendments, deletions or additions to other provisions of this Agreement which together 1822 effect the Parties’ original intent to the greatest extent allowable under Applicable Law. 1823 2. if necessary or desirable to accomplish preceding item (1), apply to the court that made that 1824 ruling for a judicial construction of the substituted Agreement Provision and any 1825 amendments, deletions, or additions to this Agreement. Contractor will pay City half of the 1826 reasonable Direct Costs of that application within twenty (20) Days of City’s request if 1827 Contractor or a third Person other than City instituted proceedings resulting in the ruling. 1828 B. If the unconstitutional, illegal, invalid, non-binding, or unenforceable Agreement Provision does not 1829 affect any of the remaining provisions of this Agreement, such Agreement Provision or portion 1830 thereof will be excluded from the Agreement and the remaining provisions of the Agreement will 1831 remain in full force and effect. 1832 10.07 COSTS OF ENFORCING AGREEMENT 1833 If City initiates legal action, files a complaint or cross-complaint, or pursues arbitration, appeal, or other 1834 proceedings to enforce its rights or a judgment in connection with this Agreement, the prevailing party 1835 will be entitled to reasonable attorney fees and costs. 1836 June 2025 49 City of Cupertino/ Zanker Road Resource Agreement 10.08 AUTHORITY 1837 City warrants that the officers listed below have been duly authorized by City to execute this Agreement 1838 on behalf of City. Contractor warrants that the individuals listed below have been duly authorized by the 1839 Contractor to execute this Agreement on behalf of the Contractor. 1840 10.09 COUNTERPARTS 1841 This Agreement, including dated signatures on amended Exhibits and attachments to those Exhibits, may 1842 be executed in counterparts, each of which will be deemed to be an original. 1843 IN WITNESS WHEREOF, the Parties have caused the Agreement to be executed as of the latter of the date 1844 written below. 1845 ZANKER ROAD RESOURCE MANAGEMENT, LLC CITY OF CUPERTINO 1846 1847 1848 ____________________________ ________________________ 1849 1850 By: Spencer Morgan By: Tina Kapoor 1851 General Manager Interim City Manager 1852 1853 1854 1855 Date: Date: 1856 1857 1858 1859 ATTEST: ATTEST: 1860 1861 1862 ____________________________ _________________________ 1863 1864 By: Clete Elms By: Kirsten Squarcia 1865 Chief Operating Officer City Clerk 1866 1867 1868 1869 APPROVED AS TO FORM: 1870 1871 1872 ______________________ 1873 Michael Woo 1874 Cupertino Senior Assistant City Attorney 1875 Spencer Morgan 11/12/2025 Clete Elms 11/17/2025 11/17/2025 June 2025 A-1 City of Cupertino/ Zanker Road Resource Agreement EXHIBIT A: DEFINITIONS AB 341 means California Assembly Bill 341, the California Jobs and Recycling Act of 2011 (Chesbro, Chapter 476, Statutes of 2011) as amended, supplemented, superseded, and replaced from time to time, and all implementing regulations. AB 939 means California Assembly Bill 939 (Sher, Chapter 1095, Statutes of 1989) the California Integrated Waste Management Act of 1989 (California Public Resources Code Sections 40000 et seq.), as amended, supplemented, superseded, and replaced from time to time, and all implementing regulations. AB 1201 means California Assembly Bill 1201 (Ting, Chapter 504, Statutes of 2021) amending Sections 42356, 42356.1, and 42357 of, and amending the heading of Chapter 5.7 (commencing with Section 42355) of Part 3 of Division 30 of, the California Public Resources Code, relating to solid waste, as amended, supplemented, superseded, and replaced from time to time, and all implementing regulations. AB 1826 means California Assembly Bill 1826, the Organic Waste Recycling Act of 2014 (Chesbro, Chapter 727, Statutes of 2014) modifying Division 30 of the California Public Resources Code), as amended, supplemented, superseded, and replaced from time to time, and all implementing regulations. Accept, Accepted, or Acceptance (or any variation thereof) means and refers to Delivered Materials that have been Transported to the Facility or an Alternative Facility and have been received by the Contractor for Processing, in accordance with Permits and Applicable Law. Act means the California Integrated Waste Management Act of 1989 set forth in PRC Section 40000, et seq. Advanced Clean Fleets Rule means 13 CCR 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 as amended, supplemented, superseded, and replaced from time to time. Affiliate means all businesses (including corporations, limited and general partnerships, and sole proprietorships) which are directly or indirectly related to Contractor by virtue of direct or indirect Ownership interests or common management shall be deemed to be “Affiliated with” Contractor and included within the term “Affiliates” as used herein. An Affiliate shall include a business in which Contractor Owns a direct or indirect Ownership interest, a business which has a direct or indirect Ownership interest in Contractor, and/or a business which is also Owned, controlled, or managed by any business or individual which has a direct or indirect Ownership interest in Contractor. For purposes of determining whether an indirect Ownership interest exists, the constructive Ownership provisions of Section 318(a) of the Internal Revenue Code of 1986, as in effect on the date of this Agreement, shall apply; provided, however, that (i) “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, (ii) 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 or value which the Ownership interest represents, whichever is greater. Agreement means this Agreement between City and Contractor, including all exhibits, schedules, and attachments, which are incorporated in this Agreement by reference, as this Agreement may be amended and supplemented. June 2025 A-2 City of Cupertino/ Zanker Road Resource Agreement Alternative Daily Cover or ADC has the same meaning as in Section 20690 of Title 27 of the California Code of Regulations. Alternative Facility(ies) means the Facility proposed by Contractor and approved by City to Accept and Process City’s Delivered Materials should the Facility be unable to Accept Delivered Material as provided in Section 4.12 of the Agreement. Alternative Intermediate Cover or AIC has the same meaning as in Section 20700 of Title 27 of the California Code of Regulations. Annual Report means the report described in Section 4.14. Applicable Law means all Federal, State, County, and local laws, regulations, rules, orders, judgments, degrees, permits, approvals, or other requirement of any governmental agency having jurisdiction over the Collection, Transportation, Processing, and Disposal of Recyclable Materials, Organic Materials, C&D Debris, disaster debris, 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 date of this Agreement, the Governor has recently signed legislation or taken executive actions including, but not limited to, AB 1201, SB 54, SB 343, and the Advanced Clean Fleets Rule, for which development of regulatory requirements or related rule making is in process as of the Effective Date. Approved Facility(ies) means the GreenWaste Zanker Resource Recovery Facility located at 675 and 705 Los Esteros Rd., San Jose, CA 95134, the GreenWaste San Jose Material Recovery Facility located at 625 Charles St., San Jose, CA 95112, and Potrero Hills Landfill located at 3675 Potrero Hills Ln., Suisun City, CA 94585 proposed by Contractor and approved by City to Accept and Process or Dispose of City’s Delivered Materials under this Agreement. Assign (Assignment) means: 1. selling, exchanging, or otherwise transferring effective control of management of the Contractor (through sale, exchange, or other transfer of outstanding stock or otherwise); 2. issuing new stock or selling, exchanging, or otherwise transferring twenty percent (20%) or more of the then outstanding common stock of the Contractor; 3. any dissolution, reorganization, consolidation, merger, re-capitalization, stock issuance or re- issuance, voting trust, pooling agreement, escrow arrangement, liquidation, or other transaction which results in a change of Ownership or change of control of Contractor; 4. any Assignment by operation of law, including insolvency or bankruptcy, making Assignment for the benefit of creditors, writ of attachment of an execution, being levied against Contractor, appointment of a receiver taking possession of any of Contractor’s tangible or intangible property, or transfer occurring in the event of a probate proceeding; 5. any combination of the forgoing (whether or not in related or contemporaneous transactions) which has the effect of any that transfer or change of Ownership or change of control of Contractor. Calendar Year means a successive period of twelve (12) months commencing on January 1 and ending on December 31. June 2025 A-3 City of Cupertino/ Zanker Road Resource Agreement CALGreen means the California the California Green Building Standards Code, as originally adopted under Cupertino Municipal Code Section 16.58.010, as it may be amended. CCR means California Code of Regulations. CERCLA means the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9600 et. Seq.). Change in Law means the occurrence of any event or change in Applicable Law as follows: 1. the adoption, promulgation, repeal, modification, amendment, or other change in Applicable Law or change in judicial or administrative interpretation thereof occurring after the Effective Date, other than laws with respect to taxes based on or measured by net income, or any unincorporated business, payroll, franchise taxes levied by any tax board (other than franchise fees levied by City) or employment taxes; or, 2. any order or judgment of any federal, State, or local court, administrative agency, or governmental body issued after the Effective Date: a. the order or judgment is not also the result of the willful misconduct or negligent action or inaction of the Party relying thereon or of any third party for whom the Party relying thereon is directly responsible; and, b. the Party relying thereon, unless excused in writing from so doing by the other Party, will make or have made, or will cause or have caused to be made, Reasonable Business Efforts to contest the order or judgment (it being understood that contesting in good faith an order or judgment will not constitute or be construed as a willful misconduct or negligent action of the Party); or 3. the imposition by a governmental authority or agency of any new or different material conditions in connection with the issuance, renewal, or modification of any Permit after the date of this Agreement; or 4. the failure of a governmental authority or agency to issue or renew, or delay in the issuance or renewal of, or the suspension, interruption, or termination of, any Permit after the date of this Agreement; provided the failure to issue or the suspension or termination of any Permit is not the result of negligent action or inaction of the Party relying thereon or any third party for whom the Party relying thereon is directly responsible. City means the City of Cupertino acting through its City Council or its authorized officers or employees. City Reimbursements means all fees payable to the City identified and referenced in Article 7 of this Agreement. Contractor acknowledges that City Reimbursements are a cost of doing business not eligible for profit in the City. Both Parties acknowledge that all City Reimbursements are an allowable cost of business similar to any license or permit required by the 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’s Director of Public Works, who is responsible for the administrative management of this Agreement, or their designee. June 2025 A-4 City of Cupertino/ Zanker Road Resource Agreement 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, medium density fiberboard and Treated Wood Waste as defined by CalRecycle and DTSC. Clean Wood is a subset of Organic Materials. Closure means closure of the Facility or portions of the Facility in accordance with Applicable Law, including all planning, design, regulatory approvals, plan implementation, construction, and monitoring. Collection Agreement means the Agreement for the collection of City’s discarded materials between the City and Recology Cupertino, dated December 3, 2020, as it may be amended or replaced. Collection Contractor means the Person that City directs pursuant to the Collection Agreement to Collect and deliver Delivered Materials to the Facility. Commencement Date means November 21, 2025, the date that C&D Material Processing Services provided by the Contractor will commence. Compost, Composted, or Composting means a controlled biological decomposition of Organic Waste yielding a safe and nuisance-free Compost Product. Compost Product means the product resulting from the controlled biological decomposition of Organic Wastes that are Source Separated from the Solid Waste stream, or which are separated at a centralized facility; or as otherwise defined in 14 CCR Section 17896.2(a)(4). Compostable Paper means paper products that are directed or approved by the City for Collection or Processing as Organic Waste. Construction and Demolition Materials, C&D Materials includes 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 Unpermitted Waste. Construction and Demolition Materials includes rocks, soils, tree remains and other Yard Trimmings that result from land clearing or land development operations in preparation for construction. For purposes of clarity, putrescible wastes are not included in Construction and Demolition Materials. Contract Manager means the Person designated by the Contractor to be the City’s primary point of contact related to this Agreement and associated Services provided. Contractor’s Contract Manager may negotiate and bind Contractor with respect to changes in scope, dispute resolution, compensation adjustments, and Service-related matters. Contractor means Zanker Road Resource Management, LLC, a limited liability company organized in Delaware and operating under the laws of the State of California. Contractor Compensation means the monetary compensation received by Contractor in return for providing services in accordance with this Agreement as described in Article 5. Contractor Component has the meaning provided in Section 5.02. June 2025 A-5 City of Cupertino/ Zanker Road Resource Agreement Conviction means a criminal conviction, permanent mandatory or prohibitory injunction, or a final judgment or order from a court or regulatory agency of competent jurisdiction with respect to Criminal Activity. County means the County of Santa Clara. Criminal Activity means any of the following: 1. Any criminal offense in connection with obtaining, attempting to obtain, procuring, or performing a public or private agreement related to Recyclable Materials, Organic Waste, Yard Trimmings, or Solid Waste services of any kind (including Collection, Transport, Transfer, Processing, Composting, or Disposal), including this Agreement. 2. Bribery or attempting to bribe a public officer or employee of a local, State, or federal agency. 3. Fraud, 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. 4. Unlawful disposal of Hazardous Materials, Designated Waste, or Unpermitted Waste. 5. Violation of antitrust laws, including laws relating to price-fixing, bid-rigging and sales and market allocation, and of unfair and anti-competitive trade practice laws, including with respect to inflation of waste collection, hauling, or disposal rates or fees. Day means calendar day. Delivered Materials means C&D Materials, either individually or collectively, to be delivered to the Facility under this Agreement by Collection Contractor, or by Stewardship Organizations or Extended Producer Responsibility Program participants. Delivered Materials do not include Excluded Waste. Designated Waste means non-Hazardous Material that may pose special Disposal problems because of its potential to contaminate the environment. Designated Waste 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 or pursuant to applicable Permits. Designated Waste consists of those substances classified as Designated Waste by the State, in CCR Title 23, Section 2522. Direct Costs means the sum of: 1. payroll costs directly related to the Contractor’s performance, or supervision of any obligation pursuant to the provisions of this Agreement, comprised of compensation and fringe benefits, including vacation, sick leave, Holidays, retirement, workers compensation insurance, federal and State unemployment taxes, and all medical and health insurance benefits, plus 2. the costs of materials, Services, direct rental costs and supplies, plus 3. the reasonable costs of any payments to Subcontractors necessary to and in connection with the performance under or administration and enforcement of this Agreement; plus 4. any other cost or expense which is directly or normally associated with the task performed. June 2025 A-6 City of Cupertino/ Zanker Road Resource Agreement Such Direct Costs are to be substantiated by (i) a certificate signed by the principal financial officer of the Contractor or the authorized representative of City or their designee, as the case may be, setting forth the amount of the cost and the reason why the cost is properly chargeable to City or the Contractor, as the case may be, and representing that the cost is an arm’s length and competitive price, if there are competitive prices, for the Service or materials supplied; and, (ii) if City or the Contractor requests, as the case may be, additional back-up documentation as may be available to reasonably substantiate any Direct Cost, including invoices from suppliers and Subcontractors. Direct Costs exclude Non-Allowable Costs. Disaster Response Plan means the plan provided for in Section 4.20 and Exhibit B-2. Disposal (or Dispose or other variation thereof) means the final disposition of Solid Waste in accordance with this Agreement at the Facility. Diversion (Divert) means to divert from landfill Disposal or transformation through source reduction, reuse, Recycling, Composting, or other means within the meaning of the Public Resources Code Section 41780. Edible Food means food intended for human consumption, as defined in 14 CCR Section 18982(a)(18). For the purposes of this Agreement, Edible Food is not Solid Waste or Food Scraps if it is recovered as intended. Nothing in this Agreement requires or authorizes the recovery of Edible Food that does not meet the food safety requirements of the California Retail Food Code portion of the California Health and Safety Code. Effective Date means the date on which this Agreement is fully executed by both Parties. Event of Default has the meaning provided in Section 7.01. Excluded Waste(s) means Hazardous Substances, Hazardous Waste, Infectious Waste, Designated Waste, Unpermitted Waste, volatile, corrosive, biomedical, infectious, biohazardous, and toxic substances or material, waste that Contractor reasonably believes would, as a result of or upon Disposal, be a violation of local, State, or Federal law, regulation or ordinance, including land use restrictions or conditions, waste that cannot be Disposed of in Class III landfills, waste that in Contractor’s reasonable opinion would present a significant risk to human health or the environment, cause a nuisance, or otherwise create or expose Contractor or City to potential liability; but not including 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 batteries and paint in compliance with Sections 41500 and 41802 of the California Public Resources Code. Excluded Waste does not include Used Motor Oil and Filters, latex paint in its original container, or Household Batteries when properly placed for Collection by a Generator as set forth in the Collection Agreement. Extended Producer Responsibility Program or EPR Program means an environmental program or policy codified, enforced, and/or monitored by local, State, or Federal governments in which a producer’s, distributor’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 Stewardship 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(s) establishing the program. Facility (Facilities) means GreenWaste Zanker Resource Recovery Facility located at 675 and 705 Los Esteros Rd., San Jose, CA 95134as proposed by Contractor and approved by City. June 2025 A-7 City of Cupertino/ Zanker Road Resource Agreement Food Scraps means discarded food that will decompose and or/putrefy including: (i) all kitchen and table food; (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, and other organic waste common to the occupancy of Residential dwellings and some commercial kitchen operations. Generator means any Person whose act or process produces Solid Waste, C&D, Organic Waste, Recyclable Materials, or Unpermitted Waste or other material that becomes part of the overall waste stream. Goods and Services means all goods and services used in providing Services, including labor, leases, subleases, equipment, supplies, and capital related to furnishing Services; insurance, bonds, or other credit support if the insurer is an Affiliate or a captive of Contractor or any Affiliate; and, legal, risk management, general, and administrative services. Government Fees are fees or taxes imposed by governmental entities upon the Facility without regard to the specific site characteristics or operational history of those facilities, and may include franchise fees, regulatory fees, mitigation fees, surcharges, governmental impositions, and/or taxes. “Government Fees” are not amounts imposed upon the Facility in connection with the repair, remediation, improvement, addition, or expansion of the Facility. Governmental Fee Component has the meaning provided in Section 5.02. Hazardous Substances, Hazardous Waste are materials that by reason of their quality, concentration, composition, or physical, chemical, or infectious characteristics may cause or significantly contribute to an increase in mortality or an increase in serious illness or pose a substantial threat or potential hazard to human health or the environment when improperly treated, stored, transported, or disposed of or otherwise mismanaged; or any waste that is regulated as a hazardous waste, toxic waste, hazardous chemical substance or mixture, or asbestos under Applicable Law, and: 1. “Hazardous Waste” pursuant to Section 40141 of the California Public Resources Code; regulated under Chapter 7.6 (commencing with Section 25800) of Division 20 of the California Health and Safety Code; all substances defined as hazardous waste, acutely hazardous waste, or extremely hazardous waste by Sections 25110.02, 25115, and 25117 of the California Health and Safety Code (the California Hazardous Waste Control Act), California Health and Safety Code Section 25100 et seq., including 23 CCR Sections 2521 and 2522; and 2. materials regulated under the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et seq., as amended (including amendments thereto made by the Solid Waste Disposal Act Amendments of 1980), and 3. materials regulated under the Toxic Substance Control Act, 15 U.S.C. Section 2601 et seq., as amended, and related federal, State, and local laws and regulations, including the California Toxic Substances Account Act, California Health and Safety Code Section 25300 et seq.; and 4. materials regulated under the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601, et seq., and 5. materials regulated under any future additional or substitute federal, State, or local laws and regulations pertaining to the identification, transportation, treatment, storage, or disposal of toxic substances or hazardous waste, and June 2025 A-8 City of Cupertino/ Zanker Road Resource Agreement 6. Any substance the presence of which at the Facility is prohibited by Applicable Law. If two (2) or more governmental agencies having concurrent or overlapping jurisdiction over hazardous waste adopt conflicting definitions of “hazardous waste”, for purposes of collection, transportation, Processing, and/or disposal, the broader, more restrictive definition is employed for purposes of this Agreement. Holidays are defined as Easter, Thanksgiving, Christmas, New Year's Day. Indemnities or Indemnification means all defense, hold harmless, and indemnification requirements under this Agreement. Infectious Waste means biomedical waste generated at hospitals, public or private medical clinics, dental offices, research laboratories, pharmaceutical industries, blood banks, mortuaries, veterinary facilities, and other similar establishments that are identified in the California Health and Safety Code Section 25117.5. Liabilities means all liabilities, including: 1. Actions; 2. Awards, judgments, and damages, both: (i) actual damages, whether in contract or in tort, damage for injury to or death of any Person, and damage to property; 3. Contribution or Indemnity claimed by Persons other than the Parties; 4. Injuries, losses, debts, liens, liabilities, 5. Costs, 6. Interest, 7. Fines, charges, penalties, forfeitures, and 8. Expenses such as attorney’s and expert witness fees, and costs incurred in connection with defending against any of the foregoing or in enforcing Indemnities. Liquidated Damages means the amounts due by Contractor for failure to meet specific quantifiable standards of performance as described in Section 7.06 and Exhibit E. Maximum Vehicle Turnaround Time means a thirty (30) minute average monthly vehicle Turnaround Time. The average monthly vehicle Turnaround Time shall be calculated by summing the actual vehicle Turnaround Time for each load of City’s Delivered Materials delivered by the Collection Contractor in a given month divided by the number of loads of City’s Delivered Materials delivered by the Collection Contractor in the given month. Municipal Code means the City of Cupertino Municipal Code. Non-Allowable Costs include the following: June 2025 A-9 City of Cupertino/ Zanker Road Resource Agreement 1. fines, penalties, assessments, and other amounts paid for Violations or noncompliance with Applicable Law or in settlement of claims or allegations of noncompliance with Applicable Law; 2. any costs of Indemnifications, including Indemnification, Liabilities, or any mediation, arbitration, or judicial proceeding, whether formal or informal; 3. any contributions or donations to any Person (including charitable, non-profit, service or other community groups, and elected officials), including cash, property, and services in kind; 4. lobbying costs, whether cash, property, or services in kind, such as: a. costs incurred in any direct or indirect attempt to influence the outcome of any federal, State, or local election, referendum, initiative, or similar process by citizen electorate or vote upon resolutions, ordinances, or other action items by elected officials (including members of a city council or a county board of supervisors), through cash contributions, endorsements, publicity, or other Action; b. establishing, administering, contributing to, or paying the expense of a candidate, political party, campaign, political action committee, or other Person or organization established for the purpose of influencing the outcomes of elections or vote, including votes on resolutions, ordinances, or other actions by elected bodies such as a city council or a county board of supervisors; c. attempts to influence (i) the introduction of federal, State, or local legislation, or (ii) the enactment or modification of any pending federal, State, or local legislation through communication with any member of employee of Congress, a State legislature, or local governing body, or by preparing, distributing, or using publicity; d. legislative liaison activities when those activities are carried on in support of, or in knowing preparation for, an effort to engage in unallowable activities; Notice (or Notify) means a notice given in accordance with Section 8.09. Operations Plan(s) means the plan(s) submitted by the Contractor with its proposal, attached hereto as Exhibit B-1. Organic Material(s) means Yard Trimmings, Food Scraps, Compostable Paper, and Clean Wood, individually or collectively. Organic Materials may also include manure from herbivores (horses, cows, goats, sheep, rabbits, etc.). No Discarded Material shall be Organic Material unless it is separated from Recyclable Materials and Solid Waste. 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. Ownership has the meaning provided under the constructive ownership provisions of Section 318(a) of the Internal Revenue Code of 1986 except that (1) ten percent (10%) is substituted for fifty percent (50%) in Section 318(a)(2)(C) and in Section 318(a)(3)(C) thereof; (2) Section 318(a)(5)(C) is disregarded; (3) June 2025 A-10 City of Cupertino/ Zanker Road Resource Agreement ownership interest of less than ten percent (10%) is disregarded; and, (4) percentage interests is determined on the basis of the percentage of voting interest or value which the ownership interest represents, whichever is greater. Party or Parties refers to City and Contractor, individually or together. Per-Ton Rate means the per-unit Contractor Compensation owed Contractor by Collection Contractor for each Ton of Delivered Materials as payment for all Processing Services, provided under this Agreement. Initial Per-Ton Rates are provided in Exhibit B-3. Beginning in Year Two, Per-Ton Rates are adjusted annually as provided in Article 5. Permits means all federal, State, County, City, other local and any other governmental unit permits, orders, licenses, approvals, authorizations, consents, and entitlements that are required under Applicable Law to be obtained or maintained by any Person with respect to Services, as renewed or amended from time to time. Person(s) includes an individual, firm, association, organization, partnership, corporation, trust, joint venture, the United States, the State, local governments, municipalities, special purpose districts, and other entities. Pleas means the Contractor or any of its Contract Managers has pled “guilty” or entered a plea of “nolo contendere” or “no contest” to Criminal Activity occurring within City or relating to this Agreement. PRC means the California Public Resources Code. Premises means any land or building in the City where C&D Materials or Solid Waste are generated or accumulated. Process, Processing means the controlled separation, Recovery, volume reduction, conversion, or Recycling of Solid Waste and other discarded materials including, but not limited to, organized, manual, automated, or mechanical sorting, cleansing, treating or reconstituting or use of other methods, for the purpose of making such material available for Recycling or reuse and/or marketing as a Recyclable Materials, Organic Material, or C&D product. Rate Period means a twelve- (12-) month period, commencing February 1 and concluding January 31 with the exception of the first year which will be November 21, 2025 to January 31, 2027 as noted in 5.03. RCRA means the Resource Conservation and Recovery Act (42 U.S.C. Section 6900 et. seq.). Reasonable Business Efforts means those efforts a reasonably prudent business Person would expend under the same or similar circumstances in the exercise of that Person’s business judgment, intending in good faith to take steps calculated to satisfy the obligation that that Person has undertaken to satisfy. Records means all non-privileged ledgers, book of account, invoices, vouchers, canceled checks, logs, correspondence, evidencing Per-Ton Rates, Tonnage of Solid Waste and other materials handled, satisfaction of Contractor’s obligations under this Agreement and performance of the terms of this Agreement, damages payable under this Agreement, and Events of Defaults, including, but not limited to, those Records described in Sections 4.02, 4.03, 4.04, 4.09, 4.13, 4.14, 4.17, 8.13, 8.14, 8.15, and 10.01. Recover (or any variation thereof) means the picking, pulling, sorting, separating, classifying, and recovery of Recyclable Materials, Organic Materials, or other discarded materials from Solid Waste whether by June 2025 A-11 City of Cupertino/ Zanker Road Resource Agreement manual or mechanical means, after Acceptance of those materials and before marketing of Recovered Materials, including Recycling, material reuse and recovery, mulching, Composting, or land application. Recovered Materials means Recyclable Materials, Organic Waste, or other materials that are Recovered. Recyclable Materials means materials that are reused, remanufactured, or processed. Recyclable Materials includes, but is not limited to, those materials accepted under the City’s Collection Agreement. Recycle or Recycling (or any variation thereof) means the process of sorting, cleansing, treating, and reconstituting, at a C&D 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. Regulatory Agency means any federal, State, or local governmental agency that regulates Transfer, Transportation, and Disposal of Solid Waste, including California Department of Transportation, California Department of Motor Vehicles, EDD, U.S. Immigration and Naturalization Services, California Air Resources Board, regional water quality management districts, California Department of Toxic Substances, CIWMB, the Local Enforcement Agency, federal and State Environmental Protection Agencies, and other federal or State health and safety department, applicable to Services. Residue means those materials which, after Processing, are Disposed rather than Recovered due to either the lack of markets for materials or the inability or infeasibility of the Processing Facility to capture and Recover the materials. SB 54 means California Senate Bill 54, the Plastic Pollution Prevention and Packaging Producer Responsibility Act (Allen, Chapter 75, Statutes of 2022), amending Section 41821.5 of the California 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, and all implementing regulations. SB 343 means California Senate Bill 343, the Environmental Advertising: Recycling Symbol: Recyclability: Products and Packaging Act (Allen, Chapter 507, Statutes of 2021) amending Sections 17580, 17580.5 of the California Business and Professions Code, amending Sections 18015 and 42355.5 of, and adding Section 42355.51 to, the California Public Resources Code, as amended, supplemented, superseded, and replaced from time to time, and all implementing regulations. SB 1383 means Senate Bill 1383 (Lara, Chapter 395, Statutes of 2016) adding Sections 39730.5, 39730.6, 39730.7, and 39730.8 to the California Health and Safety Code, and adding Chapter 13.1 (commencing with Section 42652) to Part 3 of Division 30 of the California Public Resources Code, as amended, supplemented, superseded, and replaced from time to time. For the purposes of this Agreement, SB 1383 specifically refers to the Short-Lived Climate Pollutants (SLCP): Organic Waste Reductions implementing regulations developed by CalRecycle and adopted on November 3, 2020 that created Chapter 12 of 14 CCR, Division 7 and amended portions of regulations of 14 CCR and 27 CCR. Secondary Processing Facility means any downstream facility that receives 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 Delivered Materials for further Processing prior to final decomposition into a Compost product or to ready the material for sale as Mulch. A Secondary Processing Facility may be the same/initial facility at which Delivered Materials were received or Processed or any additional facility(ies) such materials are Transported to. June 2025 A-12 City of Cupertino/ Zanker Road Resource Agreement Self Haul means the collection and Transportation of Solid Waste or C&D Materials by Persons other than the Collection Contractor, including the Generator thereof and the owner or occupant of residential or commercial Premises located in City where materials were generated. Service or Services mean all obligations of Contractor under and in accordance with this Agreement. Solid Waste means and includes all putrescible and non-putrescible solid, semisolid, and liquid wastes, including garbage, trash, refuse, rubbish, ashes, industrial wastes, dewatered, treated, or chemically-fixed sewage sludge which is not Hazardous Waste, demolition and construction wastes, discarded home and industrial appliances, manure, vegetable or animal solid and semisolid wastes, biosolids, and other discarded solid and semisolid wastes, as defined in California Public Resources Code §40191 as that section may be amended from time to time. For the purposes of this Agreement, “Solid Waste” does not include abandoned vehicles and parts thereof, Hazardous Waste, or low-level radioactive waste, medical waste, Recyclable Materials, Construction and Demolition Materials, or Organic Waste. Source Separated means the segregation, by the Generator, of materials by material type designated for separate Collection for Recycling, Composting, recovery, or reuse. Standard Industry Practice means (1) the then-current development and operations practices and standards of the California Solid Waste management industry with respect to Recovery, Diversion, Transfer, Transport, and Disposal services that are in full compliance with Applicable Law, and (2) the then-current development, operations, Closure, and Post-Closure practices and Solid Waste Association of North America (or any successor organization) Manager of Facility Operations standards in meeting Contractor’s obligations under this Agreement for Recovery, Diversion, and Disposal services. 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, the California Air Resources Board, the County, or the City, to manage, coordinate, fund, or otherwise oversee one or more Extended Producer Responsibility Programs, and that is selected by the City. The applicable Stewardship Organization for each Extended Producer Responsibility Program under this Agreement shall be designated or approved by the City Representative, at their sole discretion. 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 service 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 4.01C of this Agreement). Term is defined in Section 2.02. Third-Party C&D Materials Processing Accreditor means a City-approved private, non-profit, or government entity that reviews, assesses, verifies, and accredits a C&D Materials Processing Facility(ies) on its ability to ensure effective diversion of C&D Materials from landfills, by providing a certification after assessment, and requiring regular re-certification. Ton (or any variation thereof) means a unit of weight equal to 2,000 pounds. Transfer (or Transferring or other variations thereof) means transferring collected material from Collection vehicles to larger long-haul vehicles. June 2025 A-13 City of Cupertino/ Zanker Road Resource Agreement Transport (or Transportation) means the act of conveying Delivered Materials from one (1) location to another. Turnaround Time means the duration of time for each vehicle (i.e., load) of City’s Delivered Materials delivered by Collection Contractor that elapses from the vehicle’s arrival time upon entry to the Facility property until the vehicle’s departure time when it exits the Facility property. Uncontrollable Circumstances has the meaning provided in Section 8.12. Unpermitted Waste means wastes or other materials that the Facility may not receive under their Permits, including: 1. All materials that the Facility is not permitted to accept, excluding white goods with chlorinated fluorocarbons and capacitors removed, and other materials that Contractor accepts and safely handles, Recycles, or Disposes. 2. Friable asbestos, unless otherwise approved by applicable regulatory agencies, consisting of materials that can be crumbled with pressure and are therefore likely to emit fibers, being a naturally occurring family of carcinogenic fibrous mineral substances, which may be a Hazardous Material if it contains more than one percent (1%) asbestos. 3. Hazardous Materials. 4. Untreated Infectious Waste or untreated medical wastes (as defined by Chapter 6.1, Division 20 of the State Health and Safety Code) that have disease transmission potential and are classified as Hazardous Wastes by the State Department of Health Services, including untreated pathological and surgical wastes, untreated medical clinic wastes, untreated wastes from biological laboratories, syringes, needles, blades, tubing, bottles, drugs, patient care items such as linen or personal or food service items from contaminated areas, chemicals, personal hygiene wastes, and carcasses used for medical purposes or with known infectious disease. 5. Liquid wastes that are not spadeable including cannery and food Processing wastes, landfill leachate and gas condensate, boiler blowdown water, grease trap pumpings, oil and geothermal field wastes, septic tank pumpings, rendering plant byproducts, and those liquid wastes that may be Hazardous Wastes. 6. Radioactive wastes under Chapter 7.6 (commencing with Section 25800) of Division 20 of the State Health and Safety Code, and any waste that contains a radioactive material, the storage or disposal of which is subject to any other State or federal regulation. This definition will be promptly amended to reflect any applicable changes in Permits or Applicable Law. Violation means any Notice, assessment, or determination of non-compliance with Applicable law from any Regulatory Agency to Contractor, whether or not a fine or penalty is included, assessed, levied, or attached. Working Days (or Work Day or other variations thereof) means Days during which City offices are open to do business with the public. June 2025 A-14 City of Cupertino/ Zanker Road Resource Agreement Yard Trimmings means those discarded materials that will decompose and/or putrefy (including, but not limited to, green trimmings, grass, weeds, leaves, prunings, branches, dead plants, brush, tree trimmings, dead trees, small pieces of unpainted and untreated wood, and other types of Organic Waste) resulting from normal yard and landscaping maintenance. Yard Trimmings are a subset of Organic Waste. June 2025 B-1 City of Cupertino/ Zanker Road Resource Agreement EXHIBIT B: CONTRACTOR’S PLANS AND RATE PERIOD ONE RATES B-1 OPERATIONS PLAN See Exhibit B-1 Operations Plan attached. B-2 DISASTER PLAN See Exhibit B-2 Disaster Plan attached. B-3 RATE PERIOD ONE PER-TON RATES Following are the initial Rate Period One Per-Ton Rates as described in Article 5. Per-Ton Rate for Rate Period One (Effective November 21, 2025) Per-Ton Rate Contractor Component Total Contractor Component Mixed C&D Processing $90.56 Governmental Fee Component 1. City of San Jose Solid Waste Enforcement Fee $0.22 2. County Solid Waste Enforcement Fee $1.22 Total Governmental Fee Component $1.44 Total Per-Ton Rate $92.00 Per-Ton Rate Contractor Component Total Contractor Component Inerts C&D Processing $64.29 Governmental Fee Component 1. City of San Jose Solid Waste Enforcement Fee $0.22 2. County Solid Waste Enforcement Fee $1.22 Total Governmental Fee Component $1.44 Total Per-Ton Rate Inerts C&D $65.00 June 2025 B-2 City of Cupertino/ Zanker Road Resource Agreement Industrial Rate Card City of Cupertino Material type $/ton Min BRUSH & YARDWASTE - CLEAN $ 80.00 $ 120.00 BULKY ITEMS $ 140.00 $ 140.00 CLEAN CARPET $ 73.00 $ 120.00 INERTS - CLEAN CONCRETE $ 25.00 $ 140.00 INERTS - OVERSIZED $ 140.00 $ 120.00 WOOD DEBRIS - CLEAN $ 50.00 $ 120.00 INDIVIDUAL CHARGES E-WASTE (each) $ 20.00 $ 20.00 FREON CONTAINING ITEMS (each) $ 50.00 $ 50.00 TIRES - CAR (each) $ 25.00 $ 25.00 TIRES - TRUCK (each) $ 40.00 $ 40.00 TRACTOR PUSH-OFF (each) $ 50.00 $ 50.00 * All government taxes and fees are assessed on a per-Ton basis for all Tons delivered unless otherwise noted, and the amounts shown above are the fees as of the Effective Date. City of Cupertino GreenWaste Proposal for Construction and Demolition Debris Processing and Solid Waste Disposal 16 evaluators to verify the accuracy and reliability of the recycling/diversion rates, and implements a rigorous set of protocols, guidelines, and tools to professionally audit and certify the diversion reports of C&D recyclers throughout the nation. RCI increases certainty and builds confidence in the C&D recycling marketplace for municipalities, the public, construction project owners, architects, and the environmental community. Facility Documents GreenWaste has provided the following attachments: »Appendix C Solid Waste Facility Permit GreenWaste Zanker Resource Recovery Facility Site 1 »Appendix D Solid Waste Facility Permit GreenWaste Zanker Resource Recovery Facility Site 2 »Appendix E List of Current Contracts »Appendix F RCI Certification GreenWaste Zanker Resource Recovery Facility Operations Conditions Operations Information GreenWaste has completed all operational information required on Form 4.b. of Attachment A. Operations Plan In addition to the information provided in the technical proposal form (Attachment A), below is an Operations Plan describing GreenWaste’s plan to provide C&D materials processing services in accordance with the RFP, Article 4 of the Draft Agreement, and Applicable Law: a.Material Receipt and Acceptance GreenWaste ensures to meet the requirements of Sections 4.01, 4.03, and 4.19 of the Draft Agreement, including but not limited to receiving, accepting, and safely processing C&D materials. »Acceptance of Delivered Materials. GreenWaste will receive, accept, and safely and lawfully process the City’s Delivered Materials at the Zanker facility. GreenWaste understands that its failure to take all actions it deems necessary to perform the Services does not relieve GreenWaste of its obligations to perform such act or the Services. »Scope Limitations and Exclusions. GreenWaste understands that the award of this Agreement will not preclude the categories of Recyclable Materials, Organic Materials, C&D Materials, and Solid Waste listed in section 4.01 of the Draft Agreement from being Collected by Persons other than the Collection Contractor and Transferred, Transported, Processed, or Disposed by Persons other than GreenWaste, provided that nothing in the Agreement is intended to or will be construed to excuse any Person from obtaining any authorization from the City, which is otherwise required by law . »Securing Permits. GreenWaste currently has and will maintain all Permits required under Applicable Law to perform Services. GreenWaste will provide City proof of Permits and will demonstrate compliance with the terms and conditions of Permits promptly upon request of City. In its Annual Report or more frequently, as necessary, GreenWaste will inform City of any Permit-related or regulatory concerns and GreenWaste’s plans to, and status of, Exhibit B-1 Construction and Demolition Debris Processing Operations Plan City of Cupertino GreenWaste Proposal for Construction and Demolition Debris Processing and Solid Waste Disposal 17 securing the issuance, revision, modification, extension, or renewal of Permits. Promptly upon City direction, GreenWaste will provide City with copies of Permits and any applications or other correspondence that GreenWaste submits in connection with securing Permits. » Complying with Permits. GreenWaste will at all times provide Services in compliance with all Permits, including any mitigation measures related to the operation and maintenance of the Facility. GreenWaste is solely responsible for paying any fines or penalties imposed for noncompliance with or Violation of Permits or failure to obtain Permits. » Service Standards. GreenWaste will perform Services in accordance with Applicable Law, Standard Industry Practice, and specifications and other requirements of this Agreement. b. Load Checking/Unpermitted Waste Below are GreenWaste’s procedures for identifying and addressing unpermitted waste in accordance with Draft Agreement section 4.05. » Inspection. GreenWaste will use Standard Industry Practices to detect and reject Unpermitted Waste and Excluded Waste in a uniform and non -discriminatory manner and will not knowingly Accept Unpermitted Waste or Excluded Waste at the Facility. All inbound material is weighed and inspected upon entry of the facility at the scale house. Scale house weighmasters are trained to inspect and classify material based off material description codes. Weighmasters will reject loads containing unpermitted waste. GreenWaste will comply with the inspection procedure contained in its Permit requirements and in accordance with the Operations Plan. GreenWaste will promptly modify that procedure to reflect any changes in Permits or Applicable Law. » Unpermitted Wastes and Excluded Wastes Handling and Costs. GreenWaste will arrange for or provide handling, Transportation, and delivery to a Recycling, Processing, or Disposal Facility permitted in accordance with Applicable Law of all Unpermitted Wastes or Excluded Wastes detected at the Facility that are not delivered by the Collection Contractor. GreenWaste understands it is solely responsible for making those arrangements or provisions and all costs thereof. » Remedies for Rejected Materials. If GreenWaste identifies Unpermitted Waste or Excluded Wastes delivered by Collection Contractor, GreenWaste may reject it and require Collection Contractor remove it. Further, the City’s agreement with the Collection Contractor will require the Collection Contractor to collect, transport, and dispose of that Unpermitted Waste or Excluded Wastes and/or to remediate any contamination resulting there from at Collection Contractor expense, but GreenWaste may not require City to take those actions or pay those costs. GreenWaste understands nothing in the Agreement will excuse GreenWaste from the responsibility of handling Unpermitted Waste or Excluded Wastes that GreenWaste inadvertently accepts in a lawful manner and of arranging for the disposition of that Unpermitted Waste or Excluded Wastes in accordance with Applicable Law. » Notification. If GreenWaste rejects Unpermitted Waste or Excluded Wastes delivered by the Collection Contractor, GreenWaste will immediately Notify the City verbally and then follow verbal notifications with Notice identifying the date and time of occurrence; material type; material weight or volume; characterization of material; GreenWaste’s reason for rejection of the delivered material; and the vehicle that delivered the material. City of Cupertino GreenWaste Proposal for Construction and Demolition Debris Processing and Solid Waste Disposal 18 » C&D Contamination Monitoring. GreenWaste will Notify City and the Collection Contractor each time a load of C&D Materials has a contamination level of fifteen percent (15%) or more. The contamination Notice will include the date and time the load was delivered, the vehicle identification number, and photos of the contamination in the load, and any other related information that may be useful for the Collection Contractor in identifying the types of contaminants and developing strategies to reduce contamination and to target information in the Collection Contractor’s education and outreach efforts to City. c. Safety GreenWaste ensures to provide all services in a safe manner, in accordance with Applicable Law and the insurance requirements of Draft Agreement Article 6. GreenWaste has policies which include an Injury and Illness Prevention Program (“IIPP”), Life Saving Rules (“LSRs”), Heat Illness Prevention Program (both indoor and outdoor), Workplace Violence Prevention, Energy Isolation (“LOTO”), Confined Space Entry, Yellow Iron Policy, Hot Work etc. to ensure the safety of our employees. LSRs apply to all levels of the GreenWaste organization. When GreenWaste and visitors are at GreenWaste facilities or property, they must comply with these rules in addition to their own company’s safety policies as well as appliable laws and regulations. GreenWaste ensures work procedures and training are followed to safely complete tasks. These policies are meant to work with and meet or exceed all applicable local, state, and federal laws in which GreenWaste operates and where the employee is performing work. At GreenWaste, safety is a core value embedded in our commitment to integrity and teamwork. We focus on ensuring that our operations and facilities are safe for both our employees and our customers. Our dedication to safety is reflected in our compliance with all relevant federal, state, and local laws and regulations, including Occupational Safety and Health Administration (“OSHA”) and CalOSHA. Under the leadership of our CEO, who champions our safety culture, and our VP of Safety, who guides the success of our safety program, we are continuously evaluating and optimizing our safety initiatives. Safety is a standalone KPI for all employees, and our safety culture encourages active participation, suggestions, and solutions to address potential safety concerns or risks from City of Cupertino GreenWaste Proposal for Construction and Demolition Debris Processing and Solid Waste Disposal 19 all levels of management and staff. Our investment in safety reinforces our position as a responsible and trusted partner. At GreenWaste, we have implemented a wide range of injury prevention strategies and programs. These include the development of Life Saving Rules, the “Good Catch” program for reporting near misses, communication strategies for distributing safety talks and lessons learned, and the implementation of a robust root cause analysis process. We have clear and concise safety policies, procedures, and manuals, and we utilize technology such as AI-powered cameras, Radio Frequency Identification (“RFID”) proximity sensors, radar detection, and infrared camera systems for fire detection and suppression. Our operational safety improvements include working with manufacturers on materials that offer more resistance to cuts and punctures and adjusting work schedules to accommodate extreme weather conditions such as heavy rain or high heat. Through these initiatives, we promote best management practices to create a safe and comfortable working environment for our valued team members. » Injury Prevention. GreenWaste takes a proactive approach to injury prevention, placing the safety of our employees as our top priority. We have established written policies and procedures that include our Injury and Illness Prevention Plan (IIPP), Life Saving Rules, Heat Illness Prevention, Energy Isolation (LOTO), Confined Space Entry, Personal Protective Equipment (PPE), and Hot Work, among others. Safety inspections are conducted periodically at our various sites to identify and eliminate potential hazar ds or risks. PPE is worn to minimize exposure to hazards that can cause serious workplace injuries and illnesses. We continue to collaborate with manufacturers, vendors, and employees to optimize the use and effectiveness of PPE. GreenWaste employs two state-of-the-art technology systems to avoid collisions between people and heavy equipment, SensorZone and Vision Track. SensorZone is a tag -based proximity warning system utilizing RFID technology . The system creates a configurable detection zone around a machine, triggering an alarm if the zone is breached by a tag - wearing worker. The unique triple alert system warns the operator, the worker, and those in the surrounding area, fostering shared respo nsibility for site safety and promoting positive behavioral change. With its cloud-based insights platform, SensorZone provides real-time information on site safety, allowing GreenWaste to understand key safety leading indicators and identify areas for improvement. Vision Track utilizes visual cameras and AI technology to identify pedestrians and sounds an audible alert to both the driver (interior alarm) and the pedestrian (exterior speaker). » Safety and Incident Reporting. In the event of an injury or illness, GreenWaste utilizes the Safety Incident Management System (“SIMS”) to report and track incidents in compliance with company, regulatory, and industry requirements, including CalOSHA. This system enables us to actively learn from every incident, identify underlying root causes, and prevent future safety incidents. SIMS solutions also establish a consistent and practical approach to safety across the company, providing real-time actionable insights to improve overall safety performance. When an event, incident, or near miss has the potential for a Serious Injury or Fatality (“SIF”) or life-altering injury or illness, TapRoot Cause Analysis is used to City of Cupertino GreenWaste Proposal for Construction and Demolition Debris Processing and Solid Waste Disposal 20 improve performance by analyzing and addressing problems to prevent major accidents and equipment failures. LSRs are designed to inform GreenWaste employees about potential hazards in our operations and the essential rules to prevent injuries and accidents. These rules were developed based on an extensive analysis of potential hazards at all operations. By adhering to these rules, we work to ensure the safety and well-being of our employees, helping to guarantee that everyone can return home unharmed. Employee engagement and accountability are key components of our safety culture. If any employee has a question about the rules, they are encouraged and expected to speak up. » Employee Engagement. At GreenWaste, we value our employees' voices and have created multiple engagement platforms to ensure their ideas and views are heard. The Good Catch Program allows employees to report good catches or near misses, either anonymously or by name. Employees can submit reports via QR code or a form, which are then entered into our online system for appropriate teams to address and prevent safety incidents. Training and development are crucial to ensuring that employees understand their responsibilities and job duties while performing their tasks safely and efficiently. We offer in-house training, safety videos, and certified external trainers to teach employees how to perform their daily functions correctly. Employees are always encouraged to speak up if they are uncertain about a task. We also have RedFlag, an anonymous hotline, which encourages employees to report concerns or misconduct without fear of retaliation, fostering a safer and more transparent workplace. » Communication and training. SafeTV is an employee engagement platform that provides health and safety moments, HR news, and other helpful information. It includes custom announcements and videos with company-wide messaging, and content is updated weekly to ensure employees have access to the latest information. » Potential Hazard Identification and Continuous Improvement. We use ProcessMap software to document inspections that identify potential hazards, including unsafe conditions or acts. Findings are shared with other sites to correct potential hazards, thereby making the workplace safer. d. Traffic Control and Direction GreenWaste will construct and maintain roads, leading from the facility entrance to the scale house and then to the designated point of unloading. Employees will direct on -site traffic to the appropriate unloading areas. Traffic will be directed in accordance with GreenWaste’s existing safety policies, to ensure a safe working environment for all users, visitors, and employees of the Zanker facility. GreenWaste will facilitate safe and efficient traffic flow through the use and maintenance of existing roadways and signs, as well as designated personnel. GreenWaste will use commercial efforts to maintain a Maximum Vehicle Turnaround Time (“MVTT”) of thirty (30) minutes for Collection Contractor’s delivery of Delivered Materials to the Zanker facility. Impacts to MVTT which are outside of GreenWaste’s control, such as untarping and unloading time, will not count towards the thirty (30) minutes. City of Cupertino GreenWaste Proposal for Construction and Demolition Debris Processing and Solid Waste Disposal 21 e. Scale Operation GreenWaste ensures to comply with the requirements of Draft Agreement Section 4.09; maintaining motor vehicles scales and associated equipment and software, obtaining vehicle tare weights for collection company vehicles with periodic updating, arranging for use of substitute scales, testing and calibrating scales, weighing and recording we ights for all inbound vehicles delivering materials, weighing and recording weights for all outbound vehicles transporting recovered materials to market or secondary proce ssing, and residue to the approved disposal facility, paying disposal rates, and maintaining scale records. » Maintenance and Operation. GreenWaste will maintain at least two (2) State-certified motor vehicle scales at the Zanker facility in accordance with Applicable Law. GreenWaste will link all scales to a centralized computer recording and billing system that will be compatible with GreenWaste’s systems and account for tracking all incoming and outgoing materials. GreenWaste will operate those scales during the Zanker facility’s receiving hours established in the Draft Agreement. » Vehicle Tare Weights. When Collection Contractor places new vehicles into Service, GreenWaste will promptly weigh the new vehicle and determine its unloaded (tare) weight. GreenWaste will record tare weight, hauler name, and vehicle identification number. Within ten (10) Working Days of weighing, GreenWaste will provide City and Collection Contractor with a report listing vehicle tare weight information. GreenWaste will have the right to request re-determination of tare weights of vehicles twice each Calendar Year. If there is reasonable suspicion or evidence that tare weights are not accurate, Collection Contractor may request re-determination of tare weights, in which case GreenWaste will promptly re- determine tare weights for requested vehicles up to four (4) times per Calendar Year. GreenWaste may update tare weights (at its own initiative) more frequently. » Substitute Scales. If any scales are inoperable, being tested, or otherwise unavailable, GreenWaste will use Reasonable Business Efforts to weigh vehicles on the remaining operating scales. To the extent that all the scales are inoperable, being tested, or otherwise unavailable, GreenWaste will substitute portable scales until the permanent scales are replaced or repaired. GreenWaste will arrange for any inoperable scale to be repaired as soon as possible and, in any event, within seventy -two (72) hours (excluding Holidays) of the failure of the permanent scale. If repairs to the permanent scale are projected to take more than twelve (12) hours, GreenWaste will immediately obtain a temporary substitute scale(s). » Estimates. Pending substitution of portable scales or during power outages, GreenWaste will estimate the Tonnage of City’s Delivered Materials delivered to the Zanker facility by utilizing the arithmetic average of each vehicle's recorded Tons of the Delivered Materials delivered on its preceding three (3) deliveries, on the same Day of the week, to the Zanker facility. All information required by Section 4.09.G of the Draft Agreement will continue to be recorded for each delivery of Delivered Materials to the Zanker facility and each Transported load of Delivered Materials during any period the scales are out of Service. City of Cupertino GreenWaste Proposal for Construction and Demolition Debris Processing and Solid Waste Disposal 22 » Testing. GreenWaste tests and calibrates all scales in accordance with Applicable Law, but at least every twelve (12) months. Upon City request, GreenWaste will promptly provide City with copies of test results. GreenWaste will further test and calibrate any or all scales within three (3) Working Days of City direction. If test results indicate that the scale or scales complied with Applicable Law, City will reimburse GreenWaste the Direct Costs of the tests. If the test results indicate that the scale or scales did not comply with Applicable Law, GreenWaste will bear the costs thereof and will at its own cost adjust and correct, consistent with the results of that test, all weight measurements recorded and Per -Ton Rates calculated, charged, and paid, as the case may be, from the date of City’s direction. » Weighing Standards and Procedures. GreenWaste will use the Zanker facility’s entry scale(s) located at the scale house to weigh vehicles and charge Per -Ton Rates. GreenWaste scale house personnel will be responsible for inspecting the Solid Waste delivered to the Zanker facility. GreenWaste will charge the Per-Ton Rates based on the Tonnage of City’s Delivered Materials delivered by the Collection Contractor to the Zanker facility. GreenWaste will weigh and record inbound weights of all Collection Contracto r’s vehicles when the vehicles arrive at the Zanker facility and weigh and record outbound weights of vehicles for which GreenWaste does not maintain tare weight information. GreenWaste will provide each driver with a receipt showing the date, time, and quantity of City’s Delivered Materials that the vehicle delivered to the Zanker facility and the Per-Ton Rate charged, therefore. » Records. GreenWaste will maintain scale Records and reports that provide information including date of receipt, inbound time, inbound and outbound weights of vehicles, vehicle identification number, jurisdiction of origin of materials received, type of material, hauler identification and/or classification, type, weight, and destination of outbound materials. f. Material Processing All material will enter the Facility via the Inbound Scales. Once the material is weighed, material is then directed to a designated tipping floor area based on material classification. Materials such as dirt, inerts, Construction and Demolition Material, furniture, appliances, e-waste, tires, as well as landscape and gardening debris will receive a material classification. The Facility Scale House operators are trained on material description codes to identify incoming materials. There is a second point of Quality control that verifies material was identified correctly before tipping. We will designate specific areas for each type of material to prevent contamination and facilitate streamlined processing and accurate diversion reporting. The Advanced C&D Processing System at Site 2 will be the operation primarily used to process the City’s materials, and in case of breakdown of the line, materials may be directed over to the Demolition Recycling Operation at Site 1. What follows are procedures for material processing at the Advanced C&D Processing System » All material will enter the Zanker facility via the scale houses. Once the material is classified as mixed C&D and weighed, the material is then directed to a designated location on the tipping floor area for the Advanced C&D Processing System. City of Cupertino GreenWaste Proposal for Construction and Demolition Debris Processing and Solid Waste Disposal 23 » After customers have disposed of their load, the materials will be pushed with a wheeled loader to a pre-sort excavator near the start of the Advanced C&D Processing System and will remove large pieces of metal, concrete, and non-recyclable products, such as carpeting and fabric. After material is pre-sorted, the excavator then loads the material into a Komptech Terminator 5000 SE Shredder at the rate of 60 tons per hour. » These shredded materials are conveyed to a Komptech 10300 Ballistic Separator where the materials will be separated into three fractions. The smaller fraction from the ballistic separator 5-inch minus, will travel up a conveyer and past a belt magnet to re move the ferrous metals. Materials larger the 5 inches remain on the top of the ballistic separator and are separated into 2D (two dimensional) and 3D (three dimensional) stream of materials. » The 2D materials will drop to a transfer conveyor where recoverable materials such as wood, papers, metals, etc. can be recovered by sorters. The operation uses a positive sort, thus only removing commodities that have a market. Residuals are conveyed to t he end of the line, where they fall into a bunker. These materials are then directed for disposal. » The 5-inch minus fraction will then fall onto a debris roll screen, removing the 2 inch minus fraction. These 2” minus materials are then conveyed to a trommel screen where the ¼” minus is removed. These materials will fall into a bunker below, then the fines will be marketed to farmers within California as a soil amendment. The 2”x5” fraction (mainly wood waste and concrete) are then conveyed into a larger Air Drum Separator that divides the material by density. » The Air Drum Separator separates the lights from the heavies. The lighter material will fall off the end of the conveyor belt into a bunker and will be used as alternative daily cover. The heavier materials from the air separator that consist of concrete, brick, tile, asphalt, glass, rock, and ceramics will fall into a bunker below the air separator and then are directed to the Zanker Concrete Crushing Operation to be reprocessed and made into a base rock product. A second, larger Air Drum Separator divides material by density. The lighter fraction consisting of wood, insulation, roofing felt, etc. drops on a conveyor and is directed to a bunker and will be used as alternative daily cover. What follows are procedures for material processing at the Demolition Recycling Operation: » All material will enter the Zanker facility via the scale houses. Once the material is classified as mixed C&D and weighed, the material is then directed to a designated location on the tipping floor area for the Demolition Recycling System. » Prior to loading the in-feed conveyor, an excavator will remove large pieces of metal, concrete, and non-recyclable products, such as carpeting and fabric. An Excavator operator will then feed the material into a hopper which conveys the materials into a large finger screen that removes the five inch minus fraction materials. » The larger materials pass over the screen and head up to a sorting station, where concrete, metals and residuals are removed. The remaining material on the sort line is lumber, which is directed to facility’s wood recycling operations. City of Cupertino GreenWaste Proposal for Construction and Demolition Debris Processing and Solid Waste Disposal 24 » The smaller fraction from the large finger screen five inch minus materials are conveyed past a magnet that removes ferrous metals, and into a debris roll screen, which removes the two inch minus fraction. » This material is then transported to a stockpile, where they are shipped to another landfill to use as cover material. » The larger fraction of materials from the debris roll screen, mainly wood waste and concrete, are then conveyed into two Nihot Air Separators that separate the material by density. The Demolition Recycling Operation has 4 Nihot Air Separators to ensure pro per separation. » The lighter material from the separation, usually wood waste, falls on another conveyor and in front of sorting stations, where employees remove contamination, such as plastics. This leaves mainly wood waste on the conveyors. » The heavier materials, mainly concrete, fall on a sorting conveyer. This conveyer passes in front of an employee, who removes non -wanted items, thus the concrete is clean enough to be used in our base rock production. The commodities produced from materials recovered from Construction and Demolition Debris and inerts are approximately 95% (by weight) marketed locally, thus marketing efforts are focused on final users of the products rather than brokers. GreenWaste’s markets the following products recovered from processing activities: Product Domestic Export Notes Wood Wastes - Cogeneration Fuel 100% 0% Remaining after mulch production Wood Wastes - Soil Amendments 100% 0% Produced from 100 percent recycled wood and tree trimmings Wood Wastes - Mulch 100% 0% Produced from recovered wood Asphalt Shingles - Cleaned 100% 0% Working to develop specifications to use in new roads Carpet/Carpet Pad 100% 0% Non-contaminated and dry PCC and carpet pad Processed Fines 100% 0% Screened from ADC materials Contain high ratio of gypsum Sand, Gravel and Base Rock 100% 0% Produced from crushed concrete and asphalt concrete products Screened Soil 100% 0% Used in soil blends at the materials yard Tires 100% 0% Recycled into other rubberized products City of Cupertino GreenWaste Proposal for Construction and Demolition Debris Processing and Solid Waste Disposal 25 Regarding carpet please note, to be recycled, it must be brought into the Zanker facility in the following conditions: » Carpet must be dry. » Carpet must be free of debris. » Carpet must have tack strips, nails, trash, and dirt removed. » Carpet must be cut into manageable sections. » Carpet must be separated from pad. » Carpet must be rolled. » Carpet pad must be rolled or folded. » Carpet tile must be stacked. Other end markets include ADC, Aluminum, Brass, Copper, Dirt, Drywall, Ferrous Metals, Lab Glass, Pallets, Porcelain, Scrap Metals, Stones and Bricks. What follows are materials categorized as residue. Non-recyclable items may include pressure- treated wood, laminated wood, painted wood, sawdust, insulation, PVC pipes, film plastics and other packing materials, asphalt roofing, roofing felt, roofing insulation, fiberglass insulation, vinyl flooring, ceiling tiles, stucco, soil, asphalt, windows, doors, carpeting, carpet padding, furniture, cabinets, sinks, furniture and Styrofoam, crushed materials, mattresses, rubber tiles, ground rubber materials, textiles and linen, couches, chairs, desks, office partitions, signs, foam board, cabinets, wet materials, Visqueen, composite type materials and or materials contained in trash bags . g. Post-Processing After the initial processing, GreenWaste further refines wood chips and fines. The wood chips are colored with a non-toxic dye, safe for children and pets, to create a variety of mulches available at the GreenWaste Zanker Landscape Materials Yard. These mulches are ideal for both residential and commercial landscaping, offering an environmentally friendly and safe option for all applications. GreenWaste also blends wood fines with compost, organic matter, and specific nutrients to create a range of soil amendments tailored to various needs. These products are designed for Bay Area farmers looking to enrich their fields, contractors seeking sustainable landscaping solutions, and residential gardeners aiming to enhance their gardens' health and vitality. GreenWaste provides sustainable products that improve soil quality and contribute to a circular economy, turning waste into valuable resources for the community. h. Disposal and Residue » Diversion Tracking. At our facility, we determine and track the overall diversion rate through a systematic process that begins with the weighing of all incoming and outbound trucks at the scale house. Each incoming load is assigned a material description classification, which is linked to a specific processing line. Each processing line has a pre -established diversion rate that reflects its efficiency in diverting material from disposal . We closely monitor the performance of each processing line by tracking the amount of residue generated at each stage. This data is then compiled and reported monthly, detailing the incoming tonnage and the outbound residue. These monthly reports are submitted to the Recycling Certification City of Cupertino GreenWaste Proposal for Construction and Demolition Debris Processing and Solid Waste Disposal 26 Institute (RCI), an independent third party that verifies the accuracy of our diversion rates. By maintaining detailed records of both incoming materials and outbound residues, we ensure that our diversion rates are accurate and that we are effectively tracking end markets. This rigorous approach allows us to optimize our operations and uphold our commitment to responsible waste management. » Residue Disposal. GreenWaste will transport and dispose of residue with acceptable levels of prohibited contaminants in accordance with Section 4.02 of the Draft Agreement. Residue from GreenWaste’s Processing of Delivered Materials will be Transported and Disposed of by GreenWaste at Disposal Facility(ies) selected by GreenWaste. Residue delivered for Disposal will not include any Excluded Waste. GreenWaste will pay for the Transportation and Disposal costs of all Residue. i. Recovered Material Marketing GreenWaste ensures to market C&D Materials that are delivered for Processing. GreenWaste’s marketing strategy will promote the highest and best use of materials presented in the waste management hierarchy established by AB 939. Where commercially reasonable, the marketing strategy will include the use of local, regional, and domestic markets for C&D Materials. GreenWaste will use and build on its existing network of vendors to sell commodities and achieve the highest market value for each commodity. GreenWaste will remove contamination and market the cleanest possible outbound products, ensuring the highest quality end products. GreenWaste maintains complete and accurate marketing records, including tonnage of marketed material, price, revenue received, purchasers and specified end-uses. j. Alternative Facility GreenWaste will utilize alternative facilities, if needed, in accordance with the requirements and limitations in Draft Agreement Section 4.12. » Alternative Facility for Reasons other than Uncontrollable Circumstances. If GreenWaste does not process City’s Delivered Materials at the Zanker facility for reasons other than Uncontrollable Circumstances, then following City approval given in City’s sole discretion, GreenWaste will: (i) receive, Accept, and process City’s Delivered Materials at another facility owned by it or an Affiliate at a price not to exceed the Per-Ton Rate in effect under the Draft Agreement and pay City for any additional Transportation costs incurred by City or Collection Contractor in delivering City’s Delivered Materials to the other facility, or (ii) arrange for City’s Delivered Materials to be processed at another facility not Owned by it or an Affiliate, in which case GreenWaste will pay any difference in the per-ton rate charged at that processing location compared to the Per-Ton Rate plus any additional Transport costs incurred by City or Collection Contractor in delivering the all tons of Delivered Materials to the processing facility. » Alternative Facility for Uncontrollable Circumstances. If GreenWaste does not process City’s Delivered Materials at the Zanker facility due to Uncontrollable Circumstances, then promptly upon City direction GreenWaste will, to the extent it is legally able to do so in accordance with Applicable Law, receive, Accept, and process Delivered Materials at another processing facility owned by it or an Affiliate at a per-ton rate not to exceed the Per- Ton Rate in effect under this Agreement. GreenWaste is not obligated to pay for any additional Transport costs incurred by City or Collection Contractor in delivering City’s City of Cupertino GreenWaste Proposal for Construction and Demolition Debris Processing and Solid Waste Disposal 27 Delivered Materials to the other facility. GreenWaste understands that if City does not so direct GreenWaste, City may in its sole discretion terminate this Agreement as provided in accordance with Section 7.02 of the Draft Agreement »Alternative Facility(ies). In the event of Contract Award, GreenWaste understands it will propose, and City will approve use of the Alternative Facility(ies). GreenWaste understands it will be solely responsible for ensuring continued availability of City -approved Alternative Facility(ies) throughout the Term of the agreement. k.Allocation Method GreenWaste will allocate recovered materials and disposal/residue tonnages to the City versus to other facility users as provided in Draft Agreement Section 4.02.E. GreenWaste is able to track specific jurisdiction’s data through Green Halo, which enables GreenWaste to track the generation, diversion, and disposal of waste materials. »Residue Tracking and Reporting. GreenWaste will develop and use a method of tracking and allocating Residue in such a manner that GreenWaste can demonstrate its achievement of standards for Residue levels and Diversion levels specified in Section 4.02.B of the Draft Agreement. The Residue level calculation method will be reviewed and approved by City. At a minimum, GreenWaste will separately track, and report tons diverted by product type and tons of Residue Disposed. GreenWaste will report Residue levels and Diversion levels pursuant to Section 4.14. of the Draft Agreement. Diversion a.Diversion Information GreenWaste is committed to exceeding CALGreen requirements by consistently achieving a diversion rate of over 65% and meticulously maintaining records that can be provided to the City upon request. GreenWaste takes pride in our rigorous tracking and verification processes for diversion and tonnage data, ensuring accuracy and transparency, as described in the Operations Plan h. Disposal and Residue section above. Over the past three years, GreenWaste has monitored operations and made adjustments aimed at increasing our diversion rate, which have resulted in measurable improvements. We have completed a rigorous recertification process for both of our GreenWaste Zanker Resource Recovery Facilities (Site 1 and Site 2) through the Recycling Certification Institute. This certifies not only our facilities as a whole, but also the individual processing lines, allowing us to offer diversion reporting for both source -separated C&D materials and commingled C&D materials processed at these locations. Additionally, GreenWaste is dedicated to finding sustainable end uses for processed C&D materials. This includes identifying the types and total tons of materials that are used as ADC or Alternative Intermediate Cover (“AIC”), as outlined in Section 3.2 of the Draft Agreement. Please refer to Operations Plan – f. Materials Processing section above for details on end markets. 12-month average ADC tonnage from the Demolition Recycling Operations: 49,557 City of Cupertino GreenWaste Proposal for Construction and Demolition Debris Processing and Solid Waste Disposal 28 b.Diversion Rates GreenWaste has included the following in Sheet 4.a. of Attachment A : »The Zanker facility’s overall facility diversion rate (including ADC/AIC), as well as its diversion rate in which material used as ADC and AIC is considered disposal and not included as diversion, as further described in Section 3.2 of the Draft Agreement. »The certification body that has certified both of the reported C&D diversion rates described above. Expansion and/or Permit Modifications The Zanker facility has no proposed or planned facility changes, expansion plans and/or permit modification processes that impact the services outlined in response to this RFP. Additional Features GreenWaste is offering the City of Cupertino Bulky item processing services at the rate proposed on Appendix L C&D Materials Processing Services Pricing Sheet. Bulky Items will be processed through the DM Reduction System at Zanker Resource Recovery Facility - Site 2. In the event the City brings in material that is classified as Bulky Items, those materials will be processed through the DM Reduction System and receive a diversion rate of 40% with ADC and 9% without ADC. The diversion rate will vary as inbound material composition determines the diversion rate. The current 12-month diversion rate is 47.15% with ADC and 17.73% Without ADC DM Reduction System: This processing line processes bulky items like furniture and white goods using the DM Reduction System. Appliances like refrigerators are removed on the tip pad and are processed by certified recyclers for Freon and mercury removal. Remaining bulky items are processed in an electric SSI Shredder. The shredded material undergoes separation through magnets and a trommel screen, producing 1" minus ADC materials and 4" minus fines. The heavies (glass, metals, wood) are marketed as ADC, while lights (paper, plastic) are disposed of in a landfill or further processed for maximum recovery. Materials larger than 4 inches go to a sort line where recoverable items are weighed and sent to recyclers. Residuals are sent to a nearby landfill. All processed materials are recorded to meet Recycling Certifications Institutes' 3rd party certification requirements, with a current diversion rate of 40%. Other Technical Information Regulatory Compliance GreenWaste has provided, Appendix G Regulatory Compliance Attachment, which includes a list of contact names for regulatory agencies that monitor compliance for the Zanker facility, with applicable local, State, and federal laws and regulations, including the name(s) of the regulatory agency, contact person’s title, and telephone number. Emergency Services GreenWaste has implemented a comprehensive Disaster Preparedness Plan to address major accidents, disruptions and natural calamities that may affect its facilities, including the Zanker facility and the GreenWaste MRF. The plan is designed to ensure continuity of operations, protect personnel, and minimize disruptions to the City and surrounding cities during disaster events. GreenWaste's disaster response procedures are designed to ensure that even in the face of significant disruptions, the company can co ntinue to provide essential services and support the City and surrounding cities during their recovery efforts. Facility Protection and Preparedness GreenWaste takes proactive steps daily to protect its facilities from potential disasters. These actions include: »Conducting preventive maintenance routines to ensure equipment reliability. »Performing regular site inspections and addressing all open items promptly. »Keeping facility records and manuals up to date and readily accessible. »Ensuring all door locks are serviceable. »Verifying the integrity of facility fencing and gates. »Ensuring facility lights and surveillance cameras are in working order . Response to Facility Damage In the event that a disaster damages a facility, the GreenWaste Crisis Management Team (“CMT”) will be immediately notified by phone or through local authorities. The CMT's ability to respond will be adapted to the scale of the disaster, and all reasonable efforts will be made to implement the Disaster Preparedness Plan. Coordination with State Emergency Centers and local authorities will be essential in gaining access to the facilities, with waivers and direction provided based on the type of disaster. After notification of the disaster, the CMT will conduct a thorough damage assessment as soon as it is safe. The assessment will guide the development of a response plan, including whether to deploy additional teams or logistics support. Depending on the severity of the damage, GreenWaste may: »Move critical operations to an alternative location. »Focus on restoring equipment to working order if the facility is stable. »Reroute circuits to bypass the facility if it is unusable. »Prohibit access to the facility if it is determined to be unsafe or destroyed. Security measures will be coordinated with federal, state, and local authorities to protect the facility from loitering, vandalism, and theft after a disaster. If necessary, GreenWaste may contract an outside security firm for additional support. Handling Disaster Materials Should the City or surrounding cities deliver disaster materials to the Zanker facility, GreenWaste is prepared to accept and handle these materials in accordance with established practices. All disaster materials will be transferred to a landfill for disposal, and GreenWaste may subcontract with additional disposal facilities depending on the volume of materials received. Exhibit B-2 Disaster Plan Documentation and Continuous Improvement All phases of the facility recovery operation will be meticulously documented and reported through the GreenWaste SIMS Portal, powered by ProcessMAP. This includes incident claims, timelines, response actions, investigation details, root causes, and correc tive action items. Reports will be used to assess the effectiveness of the response plan and identify opportunities for improvement in disaster preparedness. June 2025 Page C-1 City of Cupertino/ Zanker Road Resource Agreement EXHIBIT C: INSURANCE A. General Liability Insurance Services Office form number GL 0002 covering Comprehensive General Liability and Insurance Services Office form number GL 0404 covering Broad Form Comprehensive General Liability; or Insurance Services Office Commercial General Liability coverage ("occurrence" form CG 0001). $10,000,000 combined single limit per occurrence for bodily injury, personal injury, and property damage. An excess liability policy may be used to obtain required limit. The Commercial General Liability Business policy must contain blanket-form endorsements in substantially the following form, or the policy form must include: 1. Thirty (30) Days’ prior written Notice shall be given to the City in the event of cancellation, reduction in coverage below the requirements of this Exhibit, or non-renewal of this policy. Such Notice shall be sent to: City of Cupertino Attention: Public Works Director 10300 Torre Avenue Cupertino, California 95014 2. The City, its officers, employees, and agents are additional insureds on this policy. The City requires form CG2010 1004. 3. This policy will be considered primary insurance as respects any other valid and collectible insurance maintained by the City, including any self-insured retention or program of self- insurance, and any other such insurance will be considered excess insurance only. 4. Inclusion of the City as an insured shall not affect City's rights as respects any claim, demand, suit, or judgment brought or recovered against the Contractor. This policy shall protect Contractor and City in the same manner as though a separate policy had been issued to each, but this shall not operate to increase the Contractor's Liability as set forth in the policy beyond the amount shown or to which the Contractor would have been liable if only one (1) Party had been named as an insured. B. Automobile Liability Insurance Services Office form number CA 0001 covering Automobile Liability, code 1 "any auto", and endorsement CA 0025 (occurrence form). $10,000,000 combined single limit per accident for bodily injury and property damage. An excess liability policy may be used to obtain required limit. The Automobile Liability policy must contain the same endorsements as required for Comprehensive General Liability and CA 99 48 Broadened Auto Pollution Liability and MCS 90 upset and overturn coverage. C. Workers Compensation and Employers Liability Insurance. Workers’ compensation limits as required by State Labor Code Section 2700. Employers Liability Insurance in the amount of $1,000,000 per accident. The Workers' Compensation policy must contain a blanket-form endorsement in substantially the following form: June 2025 C-2 City of Cupertino/ Zanker Road Resource Agreement The insurer must waive all rights of subrogation against City, its officers, employees, and volunteers for losses arising from work performed by the Contractor for City, except for the sole negligence of City. D. Environmental Impairment Liability in the amount of $10,000,000 covering Liability arising from the release of pollution at the Facility. The Environmental Impairment Liability policy must contain the same endorsements as required for Comprehensive General Liability. June 2025 Page D-1 City of Cupertino/ Zanker Road Resource Agreement EXHIBIT D: GUARANTOR No Guarantor. June 2025 E-1 City of Cupertino/Zanker Road Resource Agreement EXHIBIT E: PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES 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 Liquidated Damages, the methods by which occurrences will principally be tracked by Contractor or 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 Representative determines that Contractor has failed to meet the performance standard by this Agreement and described below, the City may assess Liquidated Damages pursuant to Section 7.06 of the Agreement. June 2025 E-2 City of Cupertino/Zanker Road Resource Agreement Event of Non-Performance Definition Liquidated Damage Amount Failure to meet vehicle turnaround guarantees specified in Section 4.08. Contractor shall operate the Approved Facilities such that vehicle turnaround times do not exceed the maximum vehicle turnaround time identified in Section 4.08.B For Collection Contractor vehicles: $100 per vehicle delayed. Failure to receive vehicles during operating hours specified in Section 4.06. Failure of the Contractor to open the Approved Facility to the Collection Contractor during operating days and hours specified in Section 4.06. $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. Failure of Contractor to separately receive, store, Transfer, or otherwise manage Recyclable Materials, Yard Waste, Food Scraps, Organic Materials, or C&D Debris 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 Section 4.03. For each material Notice of Violation that any part of Contractor’s Approved Facility(ies) receives from any regulatory body related to Contractor responsibilities as it pertains to operation of the Approved Facility(ies) as outlined in this Agreement and more fully specified in Section 7.01.D. $5,000 per month or portion thereof until the uncontested, material Notice of Violation is resolved. Failure of Contractor to perform required SB 1383 material sampling or to properly conduct the sampling, sorting, or measurements. 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 materially correct and complete report is received by the City). $500 per day for each day a report is late. June 2025 E-3 City of Cupertino/Zanker Road Resource Agreement Failure to make Records available upon request. Failure of Contractor to make reports and Records collected and retained by the Contractor accessible to the City or its authorized representatives within ten (10) Business Days of making a reasonable records request. $500 per day for each day that the requested Records are not available to the City. Failure of the Contractor to notify the City of intent to use Subcontractor(s). 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 the 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. Failure of Contractor to provide a complete and accurate written response to the City’s reasonable 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. Contractor Failure 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. $500/Ton Failure to report use of any Secondary Processing Facility Failure of Contractor to report use of any Secondary Processing Facility used to Process, Recycle, or Compost City Delivered Materials $500/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 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 Delivered C&D Materials without Processing. $1,000/Load June 2025 E-4 City of Cupertino/Zanker Road Resource Agreement Failure to Provide Adequate Capacity Failure to provide adequate primary and alternate capacity to accept and Process City Delivered Materials. $1,000/Day June 2025 E-5 City of Cupertino/ Zanker Road Resource Agreement 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 at the time that the Agreement was made. Contractor City Initial Here:_________ Initial Here: _________ SM SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 9/26/2025 Commercial Insurance Associates,LLC 103 Powell Court,Ste 200 Brentwood TN 37027 615-515-6000 615-515-6001 administrator@com-ins.com Allied World Na'l Assurance Co 10690 GREEREC-02 Zurich American Ins.Co.16535ZankerRoadResourceManagementLLC 610 E Gish Rd San Jose CA 95112 Crum &Forster Specialty Ins.44520 Westchester Surplus Lines Insurance Company 10172 Landmark American Ins Co 33138 SiriusPoint Specialty Insurance Corporation 404765181 C X 1,000,000 X 100,000 10,000 1,000,000 2,000,000 X Y Y EPK-155939 7/1/2025 7/1/2026 2,000,000 B 2,000,000 X X X Y Y BAP 4983505 05 7/1/2025 7/1/2026 A C D E X X Y 0314-3358 EFX-132773 G47476203 002 LHA607706 7/1/2025 7/1/2025 7/1/2025 7/1/2025 Y 7/1/2026 7/1/2026 7/1/2026 7/1/2026 total excess limit 20,000,000 B X N Y WC 4994062 05 7/1/2025 7/1/2026 1,000,000 1,000,000 1,000,000 F Pollution PLLP-D0001811 00 7/1/2024 7/1/2027 Each Incident 25,000,000 Excess Limits -EFX132773 -$5,000,000 Each Occurrence/$5,000,000 Aggregate;G47476203 002 $5,000,000 Each Occurrence/$5,000,000 Aggregate; 0314-3358 $10,000,000 Each Occurrence/$10,000,000 Aggregate;Auto Excess Liability EXT30063672301 $1,000,000 Each Occurrence/$1,000,000 Aggregate;Auto Excess Liability LHA607706 $2,000,000 Each Occurrence/$2,000,000 Aggregate Total Excess Liability Limits $20,000,000 Total Auto Excess Liability Limits $5,000,000. Per Project Aggregate $5,000,000 per endorsement -EN01790523 Pollution Limits-PLLP-D0001811 00-Each incident/$25,000,000 Aggregate/$25,000,000 Carrier:SiriusPoint Specialty Insurance Corporation The City,its officers,employees and agents are included as additional insureds on the general and auto liability on a primary and non-contributory basis when required by written contract with the named insured. See Attached... City of Cupertino Attention:Public Works Director 10300 Torre Avenue Cupertino CA 94022-0000 United States ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: GREEREC-02 1 1 Commercial Insurance Associates,LLC Zanker Road Resource Management LLC 610 E Gish Rd San Jose CA 95112 25 CERTIFICATE OF LIABILITY INSURANCE A waiver of subrogation applies on the general liability,auto liability,and workers compensation when required by written contract with the named insured. U-CA-428-C CW (10/21) Page 1 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Coverage Extension Endorsement – Liability Only THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Policy No. BAP 4983505 05 Effective Date: 7/1/2025 This endorsement modifies insurance provided under the: Business Auto Coverage Form Motor Carrier Coverage Form A. Amended Who Is An Insured 1. The following is added to the Who Is An Insured Provision in Section II – Covered Autos Liability Coverage: The following are also "insureds": a. Any "employee" of yours is an "insured" while using a covered "auto" you don't own, hire or borrow for acts performed within the scope of employment by you. Any “employee” of yours is also an “insured” while operating an “auto” hired or rented under a contract or agreement in that “employee’s” name, with your permission, while performing duties related to the conduct of your business. b. Anyone volunteering services to you is an "insured" while using a covered "auto" you don’t own, hire or borrow to transport your clients or other persons in activities necessary to your business. c. Anyone else who furnishes an "auto" referenced in Paragraphs A.1.a. and A.1.b. in this endorsement. d. Where and to the extent permitted by law, any person(s) or organization(s) where required by written contract or written agreement with you executed prior to any "accident", including those person(s) or organization(s) directing your work pursuant to such written contract or written agreement with you, provided the "accident" arises out of operations governed by such contract or agreement and only up to the limits required in the written contract or written agreement, or the Limits of Insurance shown in the Declarations, whichever is less. 2. The following is added to the Other Insurance Condition in the Business Auto Coverage Form and the Other Insurance – Primary and Excess Insurance Provisions Condition in the Motor Carrier Coverage Form: Coverage for any person(s) or organization(s), where required by written contract or written agreement with you executed prior to any "accident", will apply on a primary and non-contributory basis and any insurance maintained by the additional "insured" will apply on an excess basis. However, in no event will this coverage extend beyond the terms and conditions of the Coverage Form. B. Amendment – Supplementary Payments Paragraphs a.(2) and a.(4) of the Coverage Extensions Provision in Section II – Covered Autos Liability Coverage are replaced by the following: (2) Up to $5,000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident" we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the "insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. C. Fellow Employee Coverage The Fellow Employee Exclusion contained in Section II – Covered Autos Liability Coverage does not apply. U-CA-428-C CW (10/21) Page 2 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. D. Driver Safety Program Liability Coverage The following is added to the Racing Exclusion in Section II – Covered Autos Liability Coverage: This exclusion does not apply to covered "autos" participating in a driver safety program event, such as, but not limited to, auto or truck rodeos and other auto or truck agility demonstrations. E. Amended Duties In The Event Of Accident, Claim, Suit Or Loss Paragraph a. of the Duties In The Event Of Accident, Claim, Suit Or Loss Condition is replaced by the following: a. In the event of "accident", claim, "suit" or "loss", you must give us or our authorized representative prompt notice of the "accident", claim, "suit" or "loss". However, these duties only apply when the "accident", claim, "suit" or "loss" is known to you (if you are an individual), a partner (if you are a partnership), a member (if you are a limited liability company) or an executive officer or insurance manager (if you are a corporation). The failure of any agent, servant or employee of the "insured" to notify us of any "accident", claim, "suit" or "loss" shall not invalidate the insurance afforded by this policy. Include, as soon as practicable: (1) How, when and where the "accident" or "loss" occurred and if a claim is made or "suit" is brought, written notice of the claim or "suit" including, but not limited to, the date and details of such claim or "suit"; (2) The "insured’s" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. If you report an "accident", claim, "suit" or "loss" to another insurer when you should have reported to us, your failure to report to us will not be seen as a violation of these amended duties provided you give us notice as soon as practicable after the fact of the delay becomes known to you. F. Waiver of Transfer Of Rights Of Recovery Against Others To Us The following is added to the Transfer Of Rights Of Recovery Against Others To Us Condition: This Condition does not apply to the extent required of you by a written contract, executed prior to any "accident" or "loss", provided that the "accident" or "loss" arises out of operations contemplated by such contract. This waiver only applies to the person or organization designated in the contract. G. Unintentional Failure to Disclose Hazards The following is added to the Concealment, Misrepresentation Or Fraud Condition: However, we will not deny coverage under this Coverage Form if you unintentionally: (1) Fail to disclose any hazards existing at the inception date of this Coverage Form; or (2) Make an error, omission, improper description of "autos" or other misstatement of information. You must notify us as soon as possible after the discovery of any hazards or any other information that was not provided to us prior to the acceptance of this policy. H. Hired Auto – World Wide Coverage Paragraph 7.b.(5) of the Policy Period, Coverage Territory Condition is replaced by the following: (5) Anywhere else in the world if a covered "auto" is leased, hired, rented or borrowed for a period of 60 days or less, I. Bodily Injury Redefined The definition of "bodily injury" in the Definitions Section is replaced by the following: "Bodily injury" means bodily injury, sickness or disease, sustained by a person including death or mental anguish, resulting from any of these at any time. Mental anguish means any type of mental or emotional illness or disease. J. Expected Or Intended Injury The Expected Or Intended Injury Exclusion in Paragraph B. Exclusions under Section II – Covered Auto Liability Coverage is replaced by the following: U-CA-428-C CW (10/21) Page 3 of 3 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Expected Or Intended Injury "Bodily injury" or "property damage" expected or intended from the standpoint of the "insured". This exclusion does not apply to "bodily injury" or "property damage" resulting from the use of reasonable force to protect persons or property. All other terms, conditions, provisions and exclusions of this policy remain the same. Policy No.Eff. Date of Pol.Exp. Date of Pol.Eff. Date of End.Producer Add’l Prem.Return Prem. BAP 4983505-05 07/01/2025 07/01/2026 21094000 $ INCL $ U-CA-812-A CW (05/10) Page 1 of 1 Includes copyrighted material of Insurance Services Office, Inc., with its permission. Notification to Others of Cancellation THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Commercial Automobile Coverage Part A.If we cancel this Coverage Part by written notice to the first Named Insured for any reason other than nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation: 1.To the name and address corresponding to each person or organization shown in the Schedule below; and 2.At least 10 days prior to the effective date of the cancellation, as advised in our notice to the first Named Insured, or the longer number of days notice if indicated in the Schedule below. B.If we cancel this Coverage Part by written notice to the first Named Insured for nonpayment of premium, we will mail or deliver a copy of such written notice of cancellation to the name and address corresponding to each person or organization shown in the Schedule below at least 10 days prior to the effective date of such cancellation. C.If notice as described in Paragraphs A. or B. of this endorsement is mailed, proof of mailing will be sufficient proof of such notice. SCHEDULE Name and Address of Other Person(s) / Organization(s):Number of Days Notice: PER LISTING OF CERTIFICATE HOLDERS PROVIDED BY THE BROKER 90 All other terms and conditions of this policy remain unchanged. POLICY NUMBER:%$34983505-05 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 Wolters Kluwer Financial Services | Uniform FormsTM DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): ŝƚLJŽĨƵƉĞƌƚŝŶŽƚƚĞŶƚŝŽŶ͗WƵďůŝĐtŽƌŬƐŝƌĞĐƚŽƌϭϬϯϬϬdŽƌƌĞǀĞŶƵĞƵƉĞƌƚŝŶŽϵϰϬϮϮͲϬϬϬϬ Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II – Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I – Covered Autos Coverages of the Auto Dealers Coverage Form. *5((1:$67(5(&29(5<//& POLICY NUMBER: BAP 4983505-05 COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are “insureds” for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured:GREENWASTE RECOVERY, LLC Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): ANY PERSON OR ORGANIZATION REQUIRED BY WRITTEN CONTRACT OR AGREEMENT. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 2 07/01/2025 Policy No. Eff. Date of Pol. Exp. Date of Pol. Eff. Date of End. Producer No. Add’l. Prem Return Prem. BAP 4983505-05 07/01/2025 07/01/2026 21094000 INCL Deductible U-CA-752-B CW (02-14) Page 1 of 4 Includes copyrighted material of Insurance Services Office, Inc. with its permission THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the: Auto Dealers Coverage Form Business Auto Coverage Form Motor Carrier Coverage Form Deductible Schedule Coverage Deductible Basis Liability Damages for "Bodily Injury", "Property Damage" and “Covered Pollution Cost or Expense” $ 1,000,000 Each "Accident" Personal Injury Protection, Added Personal Injury Protection, Property Protection Insurance, or equivalent No-fault coverage Benefits for "Bodily Injury" or "Property Damage" $ 1,000,000 Each "Accident" Auto Medical Payments Medical Expenses for "Bodily Injury" $ 1,000,000 Each "Accident" Uninsured Motorist Damages for "Bodily Injury" $ 1,000,000 Each "Accident" Underinsured Motorist Damages for "Bodily Injury" $ 1,000,000 Each "Accident" Physical Damage Comprehensive, Including Trailer Interchange & Garagekeepers $ 150,000 Each "Loss" to Each covered "Auto" Physical Damage Collision, Including Trailer Interchange & Garagekeepers $ 150,000 Each "Loss" to Each covered "Auto" Physical Damage Specified Causes of "Loss", Including Trailer Interchange & Garagekeepers $ Each "Loss" to Each covered "Auto" Physical Damage Towing $ Each "Loss" to Each covered "Auto" Physical Damage Glass Breakage – Hitting a bird or animal – Falling objects or missiles $ Each "Loss" to Each covered "Auto" Physical Damage Transportation expense – Total theft of a covered "Auto" $ "Loss" by theft of Each covered "Auto" Additional Coverage $ Each Adjustable at a rate of per of Aggregate Deductible Amount $ Flat Initial Exposure Minimum Aggregate Deductible Amount $ U-GU-614-B CW (10/16) Policy Number BAP 4983505-05 Endorsement No. 001 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMON POLICY CHANGE ENDORSEMENT Named Insured GREENWASTE RECOVERY, LLC Effective Date of Change: 08-22-2025 12:01 A.M., Standard Time Agent Name COMMERCIAL INSURANCE ASSOCIATES LLC Agent No. 21094-000 This endorsement will not be used to decrease coverages, increase rates or deductibles or alter any terms or conditions of coverage unless at the sole request of the insured. COVERAGE PART INFORMATION — Coverage parts affected by this change as indicated by below. Commercial Property Commercial General Liability Commerc ial Crime Commercial Inland Marine Commercial Automobile The following item(s): Insured’s Name Insured’s Mailing Address Effective/Expiration Date Insured’s Legal Status/Business of Insured Payment Plan Coverage Forms and Endorsements Add/Delete Vehicle Deductibles Additional Interest Classification/Class Codes Limits/Exposures Underlying Exposure/Insurance Covered Property/Location Description is (are) change d to read [See Additional Page(s)] The above amendments result in a change in the premiums as follows: This premium does not include taxes and surcharges. No changes To be Adjusted at Audit Additional Return Tax and Surcharge Changes Additional Return U-GU-614-B CW (10/16) Policy Number BAP 4983505 -05 Endorsement No. 001 COMMON POLICY CHANGE ENDORSEMENT Named Insured GREENWASTE RECOVERY, LLC Effective Date of Change: 08-22-2025 12:01 A.M., Standard Time Agent Name COMMERCIAL INSURANCE ASSOCIATES LLC Agent No. 21094-000 POLICY CHANGES ENDORSEMENT DESCRIPTION (CONT’D) In consideration of any change in premium to be determined at final audit, it is hereby agreed upon and understood that the following endorsement shall be made a part of this policy: 1. U-GU-621-A CW (10/02), Schedule of Named Insured(s), is hereby added to the policy and attached hereto. All Other Terms and Conditions Remain Unchanged. REMOVAL PERMIT If this policy includes the Commercial Property Coverage Part, the following applies with respect to the Cover -age Part: If Covered Property is removed to a new location that is described on this Policy Change, you may extend this insurance to include that Covered Property at each location during the removal. Coverage at each location will apply in the proportion that the va lue at each location bears to the value of all Covered Property being removed. This permit applies up to 10 days after the effective date of this Policy Change; after that, this insurance does not apply at the previous location. U-GU-621-A CW (10/02) Policy Number BAP 4983505-05 SCHEDULE OF NAMED INSURED(S) Named Insured GREENWASTE RECOVERY, LLC Effective Date: 08-22-2025 12:01 A.M., Standard Time Agent Name COMMERCIAL INSURANCE ASSOCIATES LLC Agent No. 21094-000 GREENWASTE RECOVERY, LLC GREENWASTE OF SAN JOSE GREENWASTE OF MONTEREY COUNTY GREENWASTE OF SANTA CRUZ COUNTY GREENWASTE SAN JOSE MATERIAL RECOVERY FACILITY GREENWASTE STOCKTON MATERIAL RECOVERY FACILITY AND TRANSFER STATION GREENWASTE ZANKER RESOURCE RECOVERY FACILITY GREENWASTE FLORIN PERKINS RESOURCE RECOVERY FACILITY GREENWASTE Z-BEST COMPOSTING FACILITY GREENWASTE HAYWARD TRANSFER STATION GREENWASTE SACRAMENTO COMPOSTING FACILITY GREENWASTE RENEWABLE ENERGY DIGESTION FACILITY GREENWASTE DEBRIS BOX SERVICES GREENWASTE OF PALO ALTO WC 252 (4-84) WC 04 03 06 (Ed. 4-84)Page 1 of 1 WORKERS' COMPENSATION AND EMPLOYERS' LIABILITY INSURANCE POLICY WC 04 03 06 (Ed. 4-84) WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT—CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be of the California workers' compensation premium otherwise due on such remuneration. Schedule Job DescriptionPerson or Organization ALL PERSONS AND/OR ORGANIZATIONS THAT ARE REQUIRED BY WRITTEN CONTRACT, OR AGREEMENT WITH THE INSURED, EXECUTED PRIOR TO THE ACCIDENT OR LOSS, THAT WAIVER OF SUBROGATION BE PROVIDED UNDER THIS POLICY FOR WORK PERFORMED BY YOU FOR THAT PERSON AND/OR ORGANIZATION. U-GU-614-B CW (10/16) Policy Number BAP 4983505-05 Endorsement No. 002 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMON POLICY CHANGE ENDORSEMENT Named Insured GREENWASTE RECOVERY, LLC Agent Name COMMERCIAL INSURANCE ASSOCIATES LLC Effective Date of Change: 09-12-2025 12:01 A.M., Standard Time Agent No. 21094-000 This endorsement will not be used to decrease coverages, increase rates or deductibles or alter any terms or conditions of coverage unless at the sole request of the insured. COVERAGE PART INFORMATION — Coverage parts affected by this change as indicated by below. Commercial Property Commercial General Liability Commerc ial Crime Commercial Inland Marine Commercial Automobile The following item(s): Insured’s Name Insured’s Mailing Address Effective/Expiration Date Insured’s Legal Status/Business of Insured Payment Plan Coverage Forms and Endorsements Add/Delete Vehicle Deductibles Additional Interest Classification/Class Codes Limits/Exposures Underlying Exposure/Insurance Covered Property/Location Description is (are) change d to read [See Additional Page(s)] The above amendments result in a change in the premiums as follows: This premium does not include taxes and surcharges. No changes To be Adjusted at Audit Additional Return Tax and Surcharge Changes Additional Return U-GU-614-B CW (10/16) Policy Number BAP 4983505-0 5 Endorsement No. 002 COMMON POLICY CHANGE ENDORSEMENT Named Insured GREENWASTE RECOVERY, LLC Agent Name COMMERCIAL INSURANCE ASSOCIATES LLC Effective Date of Change: 09-12-2025 12:01 A.M., Standard Time Agent No. 21094-000 POLICY CHANGES ENDORSEMENT DESCRIPTION (CONT’D) In consideration of any change in premium to be determined at final audit, it is hereby agreed upon and understood that the following endorsement shall be made a part of this policy: 1. UCA 20 48 10 13, DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE, is hereby added to the policy and attached hereto. All Other Terms and Conditions Remain Unchanged. REMOVAL PERMIT If this policy includes the Commercial Property Coverage Part, the following applies with respect to the Cover -age Part: If Covered Property is removed to a new location that is described on this Policy Change, you may extend this insurance to include that Covered Property at each location during the removal. Coverage at each location will apply in the proportion that the va lue at each location bears to the value of all Covered Property being removed. This permit applies up to 10 days after the effective date of this Policy Change; after that, this insurance does not apply at the previous location. POLICY NUMBER: BAP-COMMERCIAL AUTO CA 20 48 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 Wolters Kluwer Financial Services | Uniform FormsTM DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: 09/12/2025 SCHEDULE Name Of Person(s) Or Organization(s): City of Cupertino Attention: Public Works Director 10300 Torre Avenue Cupertino CA 94022-0000 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II – Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I – Covered Autos Coverages of the Auto Dealers Coverage Form. GREENWASTE RECOVERY, LLC Zanker Rd. SOLID WASTE CONSTRUCTION AND DEMOLITION MATERIAL PROCESSING SERVICES Final Audit Report 2025-11-17 Created:2025-10-28 By:Webmaster Admin (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAwMYo5TGB2uwV6Dn4Mbx2wH7qJ_2PxvaV "Zanker Rd. SOLID WASTE CONSTRUCTION AND DEMOLITI ON MATERIAL PROCESSING SERVICES" History Document created by Webmaster Admin (webmaster@cupertino.org) 2025-10-28 - 9:38:18 PM GMT- IP address: 35.229.54.2 Document emailed to Jindy Gonzalez (jindyg@cupertino.org) for approval 2025-10-28 - 9:50:32 PM GMT Email viewed by Jindy Gonzalez (jindyg@cupertino.org) 2025-10-28 - 9:50:46 PM GMT- IP address: 107.23.61.87 Document approved by Jindy Gonzalez (jindyg@cupertino.org) Approval Date: 2025-10-28 - 9:51:12 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2025-10-28 - 9:51:20 PM GMT Email viewed by Araceli Alejandre (aracelia@cupertino.org) 2025-10-28 - 9:51:27 PM GMT- IP address: 13.218.131.211 Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2025-10-28 - 10:31:13 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to spencer.morgan@greenwaste.com for signature 2025-10-28 - 10:31:21 PM GMT Email viewed by spencer.morgan@greenwaste.com 2025-10-28 - 10:31:24 PM GMT- IP address: 44.226.233.235 New document URL requested by spencer.morgan@greenwaste.com 2025-11-12 - 3:29:29 PM GMT- IP address: 165.225.242.191 Email viewed by spencer.morgan@greenwaste.com 2025-11-12 - 3:29:32 PM GMT- IP address: 52.32.254.214 Signer spencer.morgan@greenwaste.com entered name at signing as Spencer Morgan 2025-11-12 - 3:30:50 PM GMT- IP address: 165.225.242.191 Document e-signed by Spencer Morgan (spencer.morgan@greenwaste.com) Signature Date: 2025-11-12 - 3:30:52 PM GMT - Time Source: server- IP address: 165.225.242.191 Document emailed to clete.elms@greenwaste.com for signature 2025-11-12 - 3:30:59 PM GMT Email viewed by clete.elms@greenwaste.com 2025-11-12 - 3:41:00 PM GMT- IP address: 44.226.233.235 Signer clete.elms@greenwaste.com entered name at signing as Clete Elms 2025-11-12 - 9:59:09 PM GMT- IP address: 165.225.59.88 Document e-signed by Clete Elms (clete.elms@greenwaste.com) Signature Date: 2025-11-12 - 9:59:11 PM GMT - Time Source: server- IP address: 165.225.59.88 Document emailed to Michael Woo (michaelw@cupertino.org) for signature 2025-11-12 - 9:59:17 PM GMT Email viewed by Michael Woo (michaelw@cupertino.org) 2025-11-12 - 9:59:24 PM GMT- IP address: 3.87.39.181 Document e-signed by Michael Woo (michaelw@cupertino.org) Signature Date: 2025-11-13 - 0:07:50 AM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Tina Kapoor (tinak@cupertino.org) for signature 2025-11-13 - 0:07:57 AM GMT Email viewed by Tina Kapoor (tinak@cupertino.org) 2025-11-13 - 0:08:04 AM GMT- IP address: 3.87.39.181 Email viewed by Tina Kapoor (tinak@cupertino.org) 2025-11-17 - 11:17:05 PM GMT- IP address: 44.210.235.205 Document e-signed by Tina Kapoor (tinak@cupertino.org) Signature Date: 2025-11-17 - 11:19:58 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2025-11-17 - 11:20:06 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2025-11-17 - 11:20:14 PM GMT- IP address: 54.146.103.90 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2025-11-17 - 11:22:00 PM GMT - Time Source: server- IP address: 64.165.34.3 Agreement completed. 2025-11-17 - 11:22:00 PM GMT