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Home My WebLink About05 AWARD OF CONSULTANT SERVICES AGREEMENT TO R3 CONSULTING GROUP, INC.Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1 F5 MEETING DATE TO: FROM: SUBJECT: SUMMARY: Agenda Item 5 AGENDA REPORT Reviewed: City Manager Finance Director FEBRUARY 17, 2026 ALDO E. SCHINDLER, CITY MANAGER MICHAEL GRISSO, DIRECTOR OF PUBLIC WORKS AWARD OF CONSULTANT SERVICES AGREEMENT TO R3 CONSULTING GROUP, INC. The City has an exclusive agreement with CR&R, Inc. for all residential and commercial waste collection services, including recycling and organic material collection services. The current agreement with CR&R, Inc. expires on March 31, 2028. Staff is recommending that the City Council approve a Consultant Services Agreement with R3 Consulting Group, Inc., to assist in the development of a Request for Proposals to solicit new solid waste service proposals and negotiate a new solid waste agreement before the expiration of the current agreement. RECOMMENDATION: It is recommended that the City Council: 1. Approve the Consultant Services Agreement with R3 Consulting Group and authorize the City Manager to execute the Agreement on behalf of the City; 2. Appropriate $329,290 from the Solid Waste Fund; and 3. Authorize the City Manager to approve an amendment to the agreement of up to ten percent (10%) of the negotiated fee, to address any unforeseen change in the scope of work that is determined necessary. FISCAL IMPACT: The proposed Consultant Services Agreement with R3 Consulting Group includes a not -to - exceed total compensation amount of $329,290, unless the City Manager amends the agreement in accordance with Recommendation 3 above. This action will approve the agreement and appropriate $329,290 from the Solid Waste Fund for the total cost of these services. Consistent with the 2018 agreement, the City will be fully reimbursed for these costs upon award of the new solid waste agreement. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1 F5 City Council Agenda Report Solid Waste Consulting Services February 17, 2026 Page 2 CORRELATION TO THE STRATEGIC PLAN: The approval of this agreement contributes to the fulfillment of the City's Strategic Plan Goal C: Financial Strength. Specifically, the recommended actions implemented Strategy #3, which encourages staff to evaluate City services and identify ways to improve cost neutrality by identifying opportunities for outsourcing services to the private sector. BACKGROUND AND DISCUSSION: Staff developed a Request for Proposals (RFP) solicitation containing requirements and a scope of services detailing the need for solid waste consulting services. Services needed include drafting a Request for Proposals to solicit proposals for a new solid waste collection agreement, supporting proposal review, and facilitating a successful transition between agreements. The RFP was published on October 27, 2025, on the City's electronic public procurement platform, OpenGov, and distributed directly to known consultants/firms providing these services. The RFP submission deadline was December 15, 2025, and the process yielded four (4) proposals, with all four qualifying for further review. The proposals were evaluated by a panel consisting of staff from the City's Public Works Department. After review and evaluation, the following three firms were invited to participate in an interview with the panel: 1. City Green Consulting 2. HF&H Consultants, LLC 3. R3 Consulting Group, Inc. Following the interviews, the panel evaluated and ranked the firms based on the RFP criteria: • Qualification and Experience of Firm • Approach and Work Plan • Qualifications and Experience of the project manager and other key individuals • Schedule of Delivery • Reference Checks R3 Consulting Group, Inc. was ranked as the top -rated proposer based on the proposal evaluation and project team interview. Their proposed costs fall within the City's budgetary expectations. The evaluation panel determined that R3 Consulting Group offers the best combination of experience, qualified personnel, and a well -structured approach to meeting the scope of work. R3 Consulting Group has over 25 years of experience in solid waste management throughout California, including solid waste procurements and negotiations, rate modeling, rate structure development, and on -call municipal solid waste support. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1 F5 City Council Agenda Report Solid Waste Consulting Services February 17, 2026 Page 3 Based on these factors, staff recommends the approval of the proposed agreement with R3 Consulting Group. If the agreement with R3 Consulting Group is approved, below is the proposed schedule for this project from the development of the Request for Proposals to the commencement of the new solid waste agreement. Milestone Date Project Kickoff March 2026 RFP Release August 2026 Proposals Due November 2026 Evaluation and Selection January — April 2027 Implementation Phase of New Agreement April 1, 2027 — April 1, 2028 New Contract Begins April 1, 2028 v\-n '---0 C-,- Michael Grisso Director of Public Works Attachment: 1. Consulting Services Agreement with R3 Consulting Group, Inc. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 CONSULTANT SERVICES AGREEMENT This Agreement for Consultant Services (herein "Agreement") is made and entered into effective February 17, 2026, by and between the CITY OF TUSTIN, a municipal corporation ("City"), and R3 CONSULTING GROUP, INC., a California Corporation ("Consultant"). WHEREAS, City seeks the assistance of a professional firm to provide solid waste consultant services for the City. WHEREAS, Consultant is qualified to provide the desired services and has agreed to provide such services; and WHEREAS, Consultant submitted to City a proposal for the desired services, dated December 15, 2025, inclusive of a Scope of Services and Cost Proposal, a copy of which is attached hereto as Exhibit "A", and is by this reference incorporated herein as though set forth in full hereto (collectively the "Proposal"). NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, City agrees to retain and does hereby retain Consultant, and Consultant agrees to provide consulting services to City as follows: 1. SERVICES OF CONSULTANT 1.1 Proposal Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide those services specified in the Proposal attached hereto as Exhibit "A" and incorporated herein by this reference, (the "services" or the "work"'). Consultant warrants that all services shall be performed in a competent, professional and satisfactory manner in accordance with all standards prevalent in the industry. In the event of any inconsistency between the terms contained in Exhibit "A" and the terms set forth in the main body of this Agreement, the terms set forth in the main body of this Agreement shall govern. 1.2 Compliance with Law. All services rendered hereunder shall be provided in accordance with all laws, ordinances, resolutions, statutes, rules, and regulations of the City of Tustin and of any federal, state or local governmental agency of competent jurisdiction. 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits and approvals as may be required by law for the performance of the services required by this Agreement. 1.4 Familiarity with Work. By executing this Contract, Consultant warrants that Consultant (a) has thoroughly investigated and considered the work to be performed, (b) has investigated the site of the work and become fully acquainted with the conditions there existing, (c) has Consultant Services Agreement— R3 Consulting Group, Inc. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 carefully considered how the work should be performed, and (d) fully understands the facilities, difficulties and restrictions attending performance of the work under this Agreement. Should the Consultant discover any latent or unknown conditions materially differing from those inherent in the work or as represented by the City, Consultant shall immediately inform City of such fact and shall not proceed with any work except at Consultant's risk until written instructions arereceived from the Contract Officer. 1.5 Care of Work. Consultant shall adopt and follow reasonable procedures and methods during the term of the Agreement to prevent loss or damage to materials, papers or other components of the work, and shall be responsible for all such damage until acceptance of the work by City, except such loss or damages as may be caused by City's own negligence. 1.6 Additional Services. Consultant shall perform services in addition to those specified in the Proposal when directed to do so in writing by the Contract Officer, provided that Consultant shall not be required to perform any additional services without compensation. Any additional compensation not exceeding ten percent (10%) of the original Contract sum must be approved in writing by the Contract Officer. Any greater increase must be approved in writing by the City Manager. 2. COMPENSATION 2.1 Compensation of Consultant. For the services rendered pursuant to this Agreement, the Consultant shall be compensated for work performed for the tasks identified in "Exhibit A" at the rates set forth therein, and reimbursed for expenses actually incurred in connection therewith, in an amount that collectively shall not exceed Three Hundred Twenty -Nine and Two Hundred Ninety Dollars ($329,290). Notwithstanding any provisions to the contrary in "Exhibit A," the City will not compensate or reimburse the Consultant for travel expenses or travel time except specific expenses approved in advance in writing by the Contract Officer. The fees for services agreed to and established by this Agreement shall not be amended without the express written consent of the City Manager. The Maximum amount of the City's obligation under this agreement is the amount specified in this section. If the City's maximum obligation is reached before the Consultant's services under the agreement are completed, the Consultant will nevertheless complete the services without liability on the City's part for further payment beyond the maximum amount. 2.2 Method of Payment. In any month in which Consultant wishes to receive payment, Consultant shall, no later than the first working day of such month, submit to City in the form approved by City's Director of Finance, an invoice for services rendered prior to the date of the invoice. Consultant Services Agreement— R3 Consulting Group, Inc. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 City shall pay Consultant for all undisputed expenses stated thereon which are approved by City consistent with this Agreement, within thirty (30) days of receipt by the Director of Finance of the invoice. 2.3 Changes. In the event any change or changes in the work is requested by City, the parties hereto shall execute an addendum to this Agreement, setting forth with particularity all terms of such addendum, including, but not limited to, any additional Consultant's fees. Addenda may be entered into: A. To provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or revision of law subsequent to the preparation of any documents, other work product or work; B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 2.4 Payment for Changes. Changes approved pursuant to an Addendum shall be compensated in task -based amounts or at hourly rates as may be agreed upon in writing in the Addendum. 3. PERFORMANCE SCHEDULE 3.1 Time of Essence. Time is of the essence in the performance of this Agreement. 3.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed within any time periods prescribed in any Schedule of Performance attached hereto. The extension of any time period specified in the Schedule of Performance must be approved in writing by the Contract Officer. 3.3 Force Majeure. The time for performance of services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of the Consultant, including, but not restricted to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if the Consultant shall within ten (10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. Consultant Services Agreement— R3 Consulting Group, Inc. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 3.4 Term. Unless earlier terminated in accordance with Section 7.6 or 7.7 of this Agreement, the term of the Consultant contract will continue in full force and effect until satisfactory completion of the services, but not exceeding five (5) years, unless extended by mutual written agreement of the parties. Rates for services agreed to and established in the contract shall not be amended without the express consent of the City Manager. 4. COORDINATION OF WORK 4.1 Representative of Consultant. The following principal of the Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the work specified herein and make all decisions in connection therewith: Garth Schultz ("Principal") It is expressly understood that the experience, knowledge, capability and reputation of the foregoing Principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing Principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. The foregoing Principal may not be changed by Consultant without the express written approval of the Contract Officer. 4.2 Contract Officer. The Contract Officer shall be the City Manager unless otherwise designated in writing by the City Manager. It shall be the Consultant's responsibility to keep the Contract Officer fully informed of the progress of the performance of the services and Consultant shall refer any decisions which must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 4.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, capability and reputation of Consultant, its principals and employees, were a substantial inducement forthe City to enter into this Agreement. Therefore, Consultant shall not contract with any other entity to perform in whole or in part the services required hereunder without the express written approval of the Contract Officer. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of the Contract Officer. 4.4 Independent Contractor. Neither the City nor any of its employees shall have any control over the manner, mode or means by which Consultant, its agents or employees perform the services required herein, except, as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role. Consultant shall not at any Consultant Services Agreement— R3 Consulting Group, Inc. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 time or in any manner represent that it or any of its agents or employees are agents or employees of City. Consultant shall be solely responsible for compliance with State and Federal Law with respect to the wages, hours, benefits, and working conditions of its employees, including requirement for payroll deductions for taxes. Employees or independent contractors of Consultant are not City employees. 5. INSURANCE/ INDEMNIFICATION 5.1 Insurance. Consultant shall maintain in full force and effect during the term of this Agreement policies of: (a) commercial general liability insurance (which shall include property damage and bodily injury) with limits of at least $2,000,000 combined single limit coverage per occurrence, and (b) automobile liability insurance with limits of at least $1,000,000 combined single limit coverage per occurrence. 5.1.2 Consultant shall maintain professional liability insurance with limits of at least $1,000,000 per claim and $2,000,000 aggregate. Covered professional services shall specifically include all work to be performed under the Agreement and delete any exclusion that may potentially delete coverage for the work to be performed. 5.1.3 Consultant shall carry and pay for such workers' compensation insurance as is required to fully protect Consultant and its employees under California Worker's Compensation Insurance Law. The insurance company shall by endorsement waive all rights of subrogation for losses or paid on behalf of others in connection with the performance of services under this Agreement. 5.1.4. Consultant shall, at no cost to the City, cause its insurer(s) to meet the following insurance requirements prior to the commencement of services. 5.1.4.1. By endorsement, name the City and its elected and appointed officials, employees, volunteers and agents as additional insured on the commercial, general, and automobile liability policies. 5.1.4.2. The insurance shall be issued by a company authorized by the Insurance Department of the State of California and rated A, VII or better (if an admitted carrier) or A-, X (if offered, by a surplus line broker), by the latest edition of Best's Key Rating Guide, except that the City will accept workers' compensation insurance rated B-VIII or better or from the State Compensation Fund. 5.1.4.3. By endorsement, the insurer shall confirm that the Insurance shall not be cancelled except after thirty (3) days prior written notice from the insurer to the City, except in the case of non-payment of premium, in which case at least ten (10) calendar days prior written Consultant Services Agreement— R3 Consulting Group, Inc. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 notice shall be provided from the insurer to the City. 5.1.4.4. The commercial, general, and automobile liability insurance shall each be primary as respects the City, and any other insurance maintained by the City shall be in excess of this insurance and not contribute to it. 5.1.4.5. The insurance payable by each insurance policy carried by the Consultant shall be the limits stated herein or the actual limits of the policy, whichever is greater. 5.1.5. Upon execution of this Agreement, the Consultant shall provide to the City certificates of insurance and insurer endorsements evidencing the required insurance. Insurer endorsements (or a copy of the policy binder if applicable) shall be provided as evidence of meeting the requirements of Subsection 5.1.4.1. and 5.1.4.3 and 5.1.4.4. above and the waiver of subrogation requirements in Section 5.1.3. above. If self-insurance issued by the Department of Industrial Relations. 5.2 Indemnification. The Consultant shall defend, indemnify and hold harmless the City, its elected and appointed officers, employees, volunteers, and agents (collectively the "indemnitees") from and against any and all actions, suits, proceedings, claims, demands, losses, costs, and expenses, including legal costs and attorneys' fees, for injury to or death of person or persons, for damage to property, including property owned by the City (collectively "Claims") arising from errors, omissions, or willful acts of the Consultant, its officers, employees, subcontractors, subconsultants, and agents, or arising out of or related to Consultant's performance under this Agreement, except for such loss as may be caused by City's sole active negligence or willful misconduct, or that of its officers or employees. 5.2.1. The Consultant shall also defend, indemnify and hold the City harmless from any claims or liability for City health and welfare, retirement benefits, or any other benefits of part-time or fulltime City employment sought by Consultant's officers, employees, or independent contractors, whether legal action, administrative proceeding or pursuantto State statute. 5.2.2. These indemnification provisions are independent of and shall not in any way be limited by the insurance requirements of this Agreement. City approval of the insurance required by this Agreement does not in any way relieve Consultant from liability under this section. 6. RECORDS AND REPORTS 6.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services Consultant Services Agreement— R3 Consulting Group, Inc. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 required by this Agreement as the Contract Officer shall require. 6.2 Records. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit and make records and transcripts from such records: 6.3 Ownership of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Consultant in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials hereunder. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. 6.4 Release of Documents. All drawings, specifications, reports, records, documents and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 7. ENFORCEMENT OFAGREEMENT 7.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, or any other appropriate court in the County of Orange, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 7.2 Disputes. In the event of any dispute arising under this Agreement, the injured party shall notify the injuring party in writing of its contentions by submitting a claim therefore. The injured party shall continue performing its obligations hereunder so long as the injuring party cures any default within ninety (90) days after service of the notice, or if the cure of the default is commenced within thirty (30) days after service of said notice and is cured within a reasonable time after commencement; provided that if the default is an immediate danger to the health, safety and general welfare, the City may take immediate action under Section 7.6 of this Agreement. Compliance with the provisions of this Section shall be a condition precedent to any legal action, and such compliance shall not be a waiver of any party's right to take legal action in the event that the dispute is not cured. Consultant Services Agreement— R3 Consulting Group, Inc. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 7.3 Waiver. No delay or omission in the exercise of any right or remedy of a non -defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 7.4 Rights and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 7.5 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment or any other remedy consistent with the purposes of this Agreement. 7.6 Termination Prior to Expiration of Term. Either party may terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to the other party, except that where termination is due to the fault of the other party and constitutes an immediate danger to health, safety and general welfare, the period of notice shall be such shorter time as may be appropriate. Upon receipt of the notice of termination from the City, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter. 7.7 fRESERVEDI. 7.8 Attorneys Fees. If either party commences an action against the other party arising out of or in connection with this Agreement or it subject matter, the prevailing party shall be entitled to recover reasonable attorneys' fees and costs of suit from the losing party. 8. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION 8.1 Non -Liability of City and Consultant Officers and Employees. No officer or employee of City or Consultant shall be personally liable to the City or Consultant, or any successor -in -interest, in the event of any default or breach by the City or Consultant or for any amount which may become due tothe Consultant or its successor, or for breach of any obligation of the Consultant Services Agreement— R3 Consulting Group, Inc. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 terms of this Agreement. 8.2 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, national origin, or ancestry. Consultant shall take affirmative action to ensure that applicants and employees are treated without regard to their race, color, creed, religion, sex, marital status, national origin, or ancestry. 8.3 It is intended by the parties to this Agreement that Consultant or its sub-consultant(s) services in connection with this Agreement shall not subject Consultant's or its sub-consultant(s) individual employees, officers or directors to any personal legal exposure for the risks associated with this Agreement, or any Addenda. Therefore, and notwithstanding anything to the contrary contained herein, City agrees that as City's sole and exclusive remedy, any claim, demand or suit shall be directed and/or asserted only against Consultant, a California corporation or its incorporated sub- consultant(s), and not against any of Consultant's or its sub-consultant(s) individual employees, officers or directors. 9. MISCELLANEOUS PROVISIONS 9.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre -paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this Section. To City: CITY OF TUSTIN 300 Centennial Way Tustin, CA 92780 Attn: Michael Grisso, Director of Public Works (Contract Officer) To Consultant: R3 Consulting Group, Inc. Attn: Garth Schultz, President 1504 Eureka Road, Suite 220 Roseville, CA 95661 9.2 Integrated Agreement. This Agreement contains all of the Consultant Services Agreement— R3 Consulting Group, Inc. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 agreements of the parties, supersedes all prior written and verbal discussions preceding it, and cannot be amended or modified except by written agreement. 9.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing signed by both parties. 9.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall. be interpreted to carry out the intent of the parties hereunder. 9.5 Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. Dated: "City" CITY OF TUSTIN, a municipal corporation By: Aldo E. Schindler, City Manager Consultant Services Agreement— R3 Consulting Group, Inc. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 APPROVED AS TO FORM: -3-K!�r David E. Kendig, City Attorney /msd/ "Consultant" R3 CONSULTING GROUP, INC. Garth Schultz, President Consultant Services Agreement— R3 Consulting Group, Inc. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 �ONIMININI -11 Proposal for RFP For Solid Waste Consulting Services 4906-5651-9532, v. 1 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 �ONIMININI -11 Proposal for RFP For Solid Waste Consulting Services 4906-5651-9532, v. 1 0 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 In an effort to reduce paper usage, this page has been left blank for double -sided printing purposes. If printing, please consider using 100% recycled paper. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 CONSULTING GROUP, INC RESOURCES • RESPECT- RESPONSIBILITY December 15, 2025 Ms. Elsa Robinson, Senior Management Analyst Public Works Department City of Tustin 300 Centennial Way, Tustin, California 92780 submitted via online portal: procurement.opengov.com SUBJECT: Solid Waste Consulting Services - R3 Proposal Dear Ms. Robinson, R3 Consulting Group, Inc. (R3) is pleased to submit the attached proposal to the City of Tustin (City) for Solid Waste Consulting Services. As a mission driven organization whose core aim is to serve communities by providing unbiased, expert analysis that sustainability advances environmental policy, finance, and operations — we firmly believe our team will best serve the City in this important engagement. Introduction R3 has been assisting public agencies for over twenty years with all aspects of solid waste management. To date, our practice has flourished throughout California and in Southern California, specifically, assisting municipalities such as the Cities of Los Angeles, Santa Monica, Glendale, Santa Barbara, Thousand Oaks, Torrance, Pomona and San Juan Capistrano. It is our belief that R3 brings a fresh, unbiased approach to the City but with a deep understanding of the solid waste industry locally and across the state. To provide additional support and unparalleled institutional knowledge, we have partnered with the City's current solid waste consultant, EcoNomics, Inc. (EcoNomics) for this engagement. Overall, our aim in serving the City will be to be through unbiased experience in performing all of the tasks described within the RFP. R3 has extensive experience in all aspects of proposed scope including solid waste procurements and negotiations, rate modeling, rate structure development and a multitude of on -call solid waste and SB 1383 support. Our Team has guided numerous public agencies in the procurement and negotiation of new solid waste services and the technical support for all aspects of solid waste management and support, including long-term relationships with CalRecycle. Respondent Information Business Name: Business Address: Phone Number: California Secretary of State Entity Number: Point of Contact: Contact Information: R3 Consulting Group, Inc 1504 Eureka Road, Suite 220 Roseville, CA 95661 916.782.7821 C-2471133 Garth Schultz, President 510.292.0853 1 gschultz@r3cgi.com 1 Z5 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 Statement of Offer R3's proposal remains valid for ninety (90) business days from the RFP due date, December 15, 2025. Project Team Prime Consultant - R3 Garth Schultz, Principal, will serve as Project Manager and primary point of contact for this engagement. As President of R3, Garth has the authority to contractually obligate R3 and negotiate contacts on behalf of the organization. Garth will be supported by Scott Hanin, Carrie Baxter, and Nate Forst, Principals, Rose Radford, Director, Claire Wilson, Sr. Managing Consultant, Jordan Lane, and Jordan Muratsuchi, Managing Consultants, and Sarah Koplowicz, and Maryann Hulsman, Sr. Consultants. Our team also has the ability to draw on additional staff as may be needed. Subconsultant - EcoNomics To ensure continuity of services, R3 will be supported by our subconsultant EcoNomics which has been assisting the City previously on solid waste matters. EcoNomics will be led by Trevor Blythe, President and Ashley Norseth, Director of Compliance Implementation Projects. They both will be directly supported by Ian Bevan, Compliance Reporting Coordinator. EcoNomics Thank you for this opportunity to be of service in your community. If you have any questions regarding our proposal or need additional information, please contact us. Sincerely, Garth Schultz I Principal R3 Consulting Group, Inc. 510.292.0853 1 gschultz@r3cgi.com Scott Hanin I Principal R3 Consulting Group, Inc. 510.812.7144 1 shanin@r3cgi.com 1504 Eureka Road, Suite 220, Roseville CA 95661 1 p 916.782.7821 1 f 916.782.7824 1 www.r3cgi.com Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1 F5 EXECUTIVE SUMMARY Project Background The City is approaching a pivotal point as its current exclusive solid waste services agreement expires on March 31, 2028. Through this competitive Request for Proposals (RFP) process, the City has the opportunity to define the next decade of solid waste and recycling services by incorporating modern collection technologies, establishing robust performance standards, and implementing a rate structure that incentivizes waste diversion, supports state -mandated compliance programs, and protects ratepayers. To achieve these objectives, the City requires an experienced consultant capable of managing a complex procurement process that results in a progressive agreement aligned with recent legal precedent (including Zolly v. Oakland and Rogers v. Redlands), ensures reliable and transparent service delivery, and meets California's regulatory requirements, including those under SB 1383. R3, in partnership with EcoNomics, brings proven expertise in solid waste contracting, rate development, and regulatory compliance. We propose a comprehensive, collaborative approach tailored to the City's needs and fully responsive to the Scope of Work detailed in the RFP. R3 will serve as the prime consultant and will lead all major components of the procurement, contract development, rate and financial analysis, and negotiation processes. EcoNomics will support R3 as a subconsultant, providing deep institutional knowledge of the City and continuity, based on nearly two decades of service to the City. EcoNomics has assisted the City with its two prior solid waste procurements, contract transitions and oversight, as well as implementation of AB 939, AB 341, AB 1826, and SIB 1383, and brings direct familiarity with the City's programs, hauling operations, regulated generator base, and compliance history. This partnership is intentionally structured to combine R3's industry -leading procurement and contract expertise with EcoNomics' detailed local and regulatory experience to ensure a successful outcome for the City. Following selection, R3 will lead negotiations with City staff and legal counsel to finalize services, rates, performance standards, and enforcement provisions, and will support transition planning to ensure service continuity and regulatory compliance. The procurement approach will leverage combined expertise in City operations, the hauling industry, procurement, regulatory requirements, and local diversion markets to produce an agreement that: 1. Maximizes diversion within a competitive cost structure. 2. Anticipates evolving industry conditions over the contract term. 3. Uses technology to improve collection efficiency and mitigate rate impacts. 4. Enables use of local organics processing as capacity becomes available. 5. Ensures rates/fees are fair, defensible, and directly tied to the cost of service. After execution, R3 and EcoNomics will provide coordinated contract management and regulatory support. R3 will lead contract administration, performance monitoring, City of Tustin I Solid Waste Consulting Services 2 Z3 ;usign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 monthly coordination, and rate review, while EcoNomics will lead CalRecycle reporting, SB 1383 compliance, Implementation Record maintenance, and annual and JACE reviews. Together, the team will deliver a defensible agreement and long-term compliance success. Project Understanding R3 will partner closely with the City to secure a modern, cost-effective, and compliant collection agreement before the current CR&R agreement expires in March 2028. Our approach emphasizes strategic procurement to attract high -quality proposers, smart rate and performance standards that protect customers and the City, full compliance with SB 1383 and current legislation, organized and intentional transition planning, and ongoing and on -call support to ensure franchise agreement and SB 1383 and other regulatory compliance. As a firm primarily serving public agencies — and never waste haulers — R3 offers unbiased guidance and negotiation leverage that protects the City's interests throughout procurement. Throughout the engagement, R3 will be assisted by EcoNomics, leveraging their local experience and familiarity with the City and the region. Success Outcomes and Differentiators Delivering Better Cost and Service Outcomes R3 specializes in securing measurable improvements by navigating expiring agreements, including enhanced services, better accountability, and more predictable long-term customer rates. Examples from recent procurements: City of Norco: Negotiations preserved rate stability, capped increases, and improved public - facing services and compliance support. City of Rosemead: Structured BAFO process resulting in a favorable incumbent negotiation and successful Prop 218 approval with minimal public protests (<10). City of Sebastopol: Achieved approval of a new agreement delivering lower rates and improved services after a competitive RFP process. These outcomes were driven by negotiation leverage focused on performance outcomes rather than contractor preferences, clear accountability metrics with measurable service standards, rate modeling aligned with transparency and Proposition 218 defensibility, and structured and equitable procurement engagement for all eligible service providers. Built -In Accountability and Transparency Strong performance monitoring (liquidated damages, reporting cadences, clear metrics). Transparent and defensible procurement process, minimizing legal and audit risk. Orange County Market Insight and SB 1383 Modernization R3 and EcoNomics understand the unique market conditions affecting service quality and rates in Orange County, including landfill/disposal dynamics and regional cost drivers, incumbent service provider footprint and fleet investment strategies, and growth -related commercial organics pressures under SB 1383. This experience allows us to design procurement packages that: > Prioritize contamination reduction and diversion optimization. Promote operational technology modernization (overage automation, route analytics). Integrate clear enforcement and corrective action workflows into contracts. Z5 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1 F5 SCOPE OF WORK / METHODOLOGY Task 1 Program Review and Assessment R3 will conduct a comprehensive assessment of the City's current solid waste services, including a detailed review of the existing agreement, evaluation of program performanc and compliance with state mandates, benchmarking against comparable California jurisdictions, and identification of service gaps, risks, and improvement opportunities. Th analysis will directly inform recommendations for revised agreement terms, performancE standards, and financial structures that align with the City's operational needs, sustainability goals, and commitment to ratepayer value. Task 1.1 Kick -Off Meeting Upon authorization to proceed, R3 and EcoNomics will facilitate a kick-off meeting with staff from the City. The meeting will provide an opportunity to review the project objectives, R3's project approach, schedule, and data availability. The kick-off meeting will serve to set the expectations, project responsibilities, milestones, and timeline for the Scope of Work and establish the best means for ongoing communication and collaboration between R3 and the City for the duration of this engagement. One item of importance for discussion during the kick-off meeting will be how R3 and the City's staff will work collaboratively to ensure that this project provides the best possible outcomes for customers and ratepayers, while still achieving meaningful compliance with the law. Also, at this meeting or sooner, R3 will develop an information request from the City to ensure that accurate and current information will be shared with prospective proposers. After the kick-off meeting, R3 will provide meeting minutes, including notes, schedule, and milestones. Ongoing coordination will continue throughout the project through virtual meetings, schedule updates, and/or status updates. Note: To provide the most cost-effective services, we have budgeted for many meetings to be virtual, including regular check -in meetings with the City's staff. This approach has proven to be very successful in other similar engagements. In -person meetings are still beneficial for completing major milestones of the project. As such, our proposal assumes in -person meetings, which may include interviews with the proposers, final negotiations or staff and other requested stakeholders. Task 1.2 Review Agreement and Provide Recommendations R3 will review the City's current Agreement and identify modifications required to meet regulatory requirements and state mandates, emerging innovations in solid waste, and current best practices in solid waste management. This effort will directly inform the structure and requirements of the new franchise agreement and will be intentionally structured to build upon the City's existing agreement framework, preserving the core elements that are working well while applying a targeted, performance -focused lens to strengthen enforcement, customer service outcomes, operational issues (such as missed pick-ups and late bin delivery), and regulatory defensibility. Additionally, a comprehensive evaluation of the City's existing solid waste, recycling, and organics collection programs, including an assessment of service levels, diversion performance, compliance with state legislation (SIB 1383, AB 341, AB 1826), and overall cost-effectiveness will be completed. We will benchmark the City's programs and agreement against industry best City of Tustin I Solid Waste Consulting Services 3 Z3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 practices and comparable California jurisdictions. Based on these findings, we will identify areas of strength, gaps, potential risks, and areas for improvement. Finally, we will provide actionable recommendations for new agreement terms and conditions that align with the City's operational requirements, financial objectives, and sustainability goals. This review will place an emphasis on commercial service performance, service reliability, and verification processes to ensure contractual expectations are not only well-defined, but effectively achieved in daily operations. Contract Analysis & Modernization R3 will perform a line -by-line review of the current CR&R agreement to identify required updates. The objective of this effort is to reinforce the City's ability to compel consistent performance, resolve service deficiencies early, and examine alternatives to typical compliance tools. More specifically, this will include: SB 1383-compliant service, inspection, and reporting provisions. Transparent and enforceable customer service standards. Data reporting and audit access requirements. Updated liquidated damages and enforcement authority. Clear performance measurement, correction timelines, and escalation pathways. Modernized franchise fee, pass -through, and rate adjustment structure. Verification protocols and service validation methods to ensure contract compliance extends beyond self reported data. R3 will prepare a Contract Modernization Matrix documenting recommended amendments and the rationale for each change, including whether the need is regulatory, operational, or business - risk related. These recommendations will be structured to directly support the City's upcoming procurement process by translating operational priorities, customer service expectations, and regulatory safeguards into clear, enforceable franchise requirements. Task 2 Procurement of Solid Waste Hauler Task 2.1 Develop a New Solid Waste Franchise Agreement Task 2 is focused on translating the City's performance expectations, customer service priorities, and regulatory safeguards into a disciplined, enforceable franchise framework that strengthens the City's long-term operational position. Using our experience bringing California municipalities into compliance with CalRecycle requirements, and with our understanding of recent state legislation, we will advise the City on the latest solid waste trends as it pertains to both franchised services and the Agreement development. This information will be discussed during our kick-off meeting, as well as in follow-up correspondence with the City. R3 will draft the new Agreement incorporating the information gathered in prior tasks. Because we are currently developing similar agreements for several clients, we can include the current industry standards and best practices for items such as performance bonds, indemnification, insurance, liquidated damages and reporting and record keeping requirements. The new Agreement will also include detailed performance requirements that establish minimum service standards for inclusion in the Agreement that are both quantifiable and easily measured to verify compliance. These standards will be structured to prioritize early performance correction, field verification, and documented follow -through —minimizing reliance on liquidated damages as a primary compliance strategy. R3 will work to determine the best combination of programs for customers. The primary objective of this Task is to develop a "short list" of program alternatives. The programs and issues may include, but not be limited to, the following: > Sustainable rate structures for residential and commercial garbage collection to promote recycling and green waste diversion. Z5 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 Availability/location of recyclables processing facilities and customer contamination vs. processing capabilities. i� Compliance with AB 939, AB 341, and AB 1826, and SB 1383. Street -sweeping requirements. > The use of new or used containers (existing) and collection vehicles. > Additional services, such as bulky item collection, for single-family residents. Financial incentives for the franchisee to increase recycling, and / or penalties for failure to meet specified diversion requirements. Waste reduction, recycling, and education programs and strategies for MFD and residents. HHW, E-Waste, and U-Waste collection, disposal, and recycling alternatives. Provision of solid waste collection and recycling services to City offices, parks, and facilities. Public education and community outreach programs. > Site visits and technical assistance for commercial customers. Each program alternative will be evaluated not only for technical feasibility, but also for its ability to support consistent service delivery, verifiable performance, and long-term regulatory resilience. Task 2.2 Prepare Qualifications and Identify Eligible Service Providers As part of the RFP Package, R3 will prepare minimum qualifications regarding each potential service provider's capacity and capability to perform the requisite services during the contract term and any extension. These qualifications will be required to be submitted with the submittal of proposals from qualified collection contractors. R3 has an extensive list of solid waste companies operating in California and nationally and will provide a mailing list to the City for consideration when sending out the RFP package. This outreach will include all of the eight proposers on the Fullerton RFP. R3 will work with the City to publicize the availability of the RFP package and work with staff to post the RFP on the City's websites. Outreach to potential proposers will be structured to encourage meaningful competition among qualified providers while maintaining a disciplined, impartial procurement process that preserves the City's negotiating leverage. As part of this task, we will provide an electronic version of the draft minimum qualifications to the City for comments. At staff's preference and in conjunction with our bi-weekly virtual check in meetings, we will be available to meet with staff to address comments. Following consolidated City review comments, R3 will compile our final minimum qualifications for incorporation into the RFP Package. Task 2.3 Prepare Criteria and Methodology to Evaluate Proposals R3 will work with City staff to develop the RFP evaluation team and selection process, including: > Selecting the evaluation team members and proposal evaluation and selection process. > Developing a communication protocol - rules for the RFP process. > Preparing a written set of recommended evaluation criteria and a methodology, which will also include the scoring framework, for review and discussion with staff. These criteria and methodology shall account for the following: i� Technical approach and operational capabilities. i� Customer service and community engagement. i� Environmental performance and innovation. i, Proposed rates and cost-effectiveness. Experience and qualifications. Site visit evaluation tools to standardize observations and findings. City of Tustin I Solid Waste Consulting Services 4 Z3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 Evaluation tools will be designed to distinguish between written commitments and demonstrated operational capacity, with a particular focus on supervisory presence, customer service responsiveness, and data integrity. In R3's experience, the evaluation will include, but not be limited to, conducting an initial "pass -fail" review. We will provide an electronic version of the draft criteria and methodology to evaluate proposals for comments by the City. Through regular virtual check -ins, we will be available to meet with staff to address comments. Following discussion with the City and using a single compiled document with comments from the City, R3 will compile our final criteria and methodology to evaluate proposals for incorporation into the RFP Package. An important aspect of this process that the City should consider carefully is the weighting of price against other qualifications and references. Our approach ensures that cost considerations are balanced against service reliability, compliance capacity, and long-term operational risk to the City. Task 2.4 Prepare RFP Package Task 2.4.1 Prepare Request for Proposal (RFP) Package R3 will develop an RFP package — this includes a draft RFP, a draft Solid Waste Agreement and cost forms for proposers to complete, and the evaluation criteria and methodology. The draft RFP will specify minimum requirements and qualifications and will require proposers to submit work plans that specify how they will transition to new services, achieve diversion requirements, implement customer service programs, and promote public education activities. Work plan requirements will be structured to clearly demonstrate how proposers will support consistent customer service delivery, complaint resolution, and verification of service performance. The RFP package will include waste data (tonnage and current account data) previously collected in Task 1. Separate sections of the RFP may include, for example: i� Section A: Introduction to the RFP, Instructions, Schedule, Procurement Goals and Objectives. i� Section B: Available Background Information, Demographic, Service Account Data. (i.e., tonnage, number of accounts, historical operating information, and current services) i� Section C: Overview of Requested Service Requirements. i� Section D: Response Format and Submittal Process, Qualification Requirements, Required Work Plans, and Proposed Rates. — Transition Plan: Detailing the plans and schedule of events leading up to the provision of new services. — Operations Plan: Presenting specific collection and processing programs to be implemented in the City, including vehicles, containers, route operations, facilities, safety, and reporting. — Customer Service Plan: Detailing specifically customer service operations. — Diversion Plan: Describing the diversion and sustainability programs associated with providing the requested services. — Education and Outreach Plan: Specifying methods and public education materials that will be used at program start-up and throughout the agreement term and any extensions. Financial Services Plan: Access to capital, current financial statements, balance sheet, profit and loss statement and debt. — Proposal Cost and Service Forms: Excel worksheets for proposers to provide their proposed customer rates and supporting cost data. i, Section E: Evaluation Selection Criteria and Evaluation Process. Section F: RFP Conditions, Communication Protocol for Contractors and the City, and Proposal Cost and Service Forms. Attachment 1: Draft Solid Waste Agreement. Proposers will have the opportunity to describe exceptions to the agreement terms and propose alternative language, subject to City approval. Z3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 Task 2.4.2 Finalize and Issue RFP and Agreement Following staff and City Attorney review, R3 will be available to meet with staff and the City's legal counsel to address comments. Based on City direction, R3 will finalize the RFP package and provide the City with an electronic copy which can be used to present to City Council for review, if desired. Throughout this process, R3 will serve as a continuous nexus point of contact to the City, coordinating across departments and legal counsel to maintain alignment and consistency. Task 2.4.3 Conduct a Mandatory Pre -Proposal Meeting and Prepare RFP Addenda R3 will lead a mandatory pre -proposal meeting with prospective proposers. The meeting will emphasize the City's expectations regarding service reliability, customer service performance, regulatory compliance, and effective enforcement. The pre -proposal meeting will provide the opportunity for the City to review the RFP with prospective proposers and answer questions as appropriate. We will prepare written responses to questions raised before and during the pre - proposal meeting for submittal to parties that attended the meeting. In addition, R3 will prepare addenda to the RFP as necessary. Fask 3 Proposal Evaluation and Selection Support Task 3.1 Evaluate Proposals R3's role in evaluations is as a technical resource to the City's evaluation panel, which we recommend be comprised of key City staff. R3 does not propose to be formal evaluator in a ranking or scoring process, though we will support the evaluation panel in that process. R3 will assist the City with the evaluation of up to eight proposals received in response to the RFP. The evaluation will include, but not be limited to, conducting an initial "pass -fail" checklist against RFP minimum requirements, and evaluating the proposers' qualifications, references, processing and disposal facilities, approach to meeting diversion requirements, customer rates (prices), collection methods, customer service programs, financial statements, transition experience and work plans. After the initial evaluation is completed, we will prepare written requests for clarification to the haulers, as necessary. In the event a proposal does not meet the minimum requirements of the RFP, we may recommend that the proposal be disqualified as "non -compliant". R3's role in the evaluation process will also include facilitating the evaluation meetings and developing proposal summaries and rankings as appropriate. This will include providing staff with questions in advance to be asked to evaluate the information provided during interviews. Separate sections of the evaluation analysis may include, for example: Executive Summary: Introducing/summarizing evaluation analysis and recommendation. Summary of RFP Responses. i, Financial Capability. Technical Proposal: Work plans including route design, public safety plan, sustainability programs, and education and outreach plan. Customer Rate and Cost Proposals: Consistent with the proposed activities, proposed equipment, requested services, and work plans. Enhanced Proposal Terms. i, Rate revenues to the hauler and City. i, Start-up capital costs. Following drafting the evaluation analysis, R3 will facilitate several meetings with City staff, as directed. Meetings will include (1) a summary of the proposals received, including proposed enhancements, and (2) the results of the evaluation process. Additional aspects will include: Meeting with City staff to discuss evaluation criteria and proposers to be selected for interviews. > Coordinating in -person interviews with up to four proposers, including scheduling and City of Tustin I Solid Waste Consulting Services 5 Z3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 development of questions in consultation with City staff. This may include site visits to the proposers' truck yards and/or facilities, which R3 will schedule upon request by evaluation team. Leading up to two meetings to provide (1) a summary of the proposals received, including proposed enhancements; and (2) the results of the evaluation process. These meetings may be virtual or in -person, depending on timing. Task 3.2 Rate Modeling and Financial Impact Analysis R3 will prepare a detailed model that predicts total rate revenue under the proposed rate schedule and based upon existing subscription levels for each proposal. We will also evaluate the proposed rates against the existing rates charged to customers and identify any subscription levels that may be affected more than others. We will draw upon any existing rate surveys for the region to evaluate the proposed rates against regional benchmarks and the existing customer rates and present the financial impacts to the City. Overall, this effort will be structured to support informed City decision -making by clearly illustrating service -value tradeoffs, financial sustainability, and long-term rate stability. i ask 4 Contract Negotiation Task 4.1 Agreement Negotiations Based on direction from the City, R3 will confirm deal points, and lead Agreement negotiations with the top ranked proposer(s). Negotiations will focus on clarifying the proposer's services and cost proposal and incorporating optional services as may be selected by City staff. Negotiations will be structured to protect the City's long-term operational, financial, and regulatory position while preserving flexibility to respond to changing market and regulatory conditions over the life of the agreement. This Task will include meetings with the City beforehand to confirm our approach for the negotiations, including, but not limited to, the City's desired approach for future adjustments to programs, rates, or regulatory obligations. Our proposal assumes up to four (4) negotiation meetings with top ranked proposers, including pre- and post -discussions with City staff to confirm approach and recap as necessary. Task 4.2 Finalize New Agreement Following negotiations with the highest ranked proposer, R3 will present the final results of the evaluation process to the City, including recommendations for award made by the evaluation team. This will include a summary of the proposal process, proposals received, the evaluation process, and the results and recommendations for award of the Agreement. Based on direction from the City and City Attorney, we will incorporate program changes or options and finalize the Agreement for the finalist proposer to sign. This will include incorporating changes to the draft agreement through the issuance of addenda by the City, final program options selected during the selection process, proposed rates, final work plans, exhibits, etc. Final agreement language will also be reviewed to ensure any appropriate protections related to change -of -control, assignment, and termination or reopening provisions in the event of sustained non-performance. The objective is not only to finalize contract documents, but to ensure the City enters the next franchise term with a durable, enforceable agreement that supports consistent service delivery, regulatory compliance, and public confidence from day one of transition. i ask 5 Implementation of Namvv AgrUU111e11L Task 5.1 Solid Waste Contractor Transition R3 will provide focused, hands-on transition and early implementation support to ensure continuity of service, operational readiness, regulatory compliance, and a stable changeover to the City's new solid waste agreement. This approach draws directly from R3's recent leadership of successful hauler transitions for the Cities of Glendale, Santa Clarita, and Sebastopol. Z5 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 Transition Plan Review and Refinement Following hauler contract execution, R3 will review and augment the selected hauler's transition plan to verify completeness of milestones, operations, staffing, route conversion, customer service readiness, and data migration. R3 will identify implementation gaps or oversights/risks, incorporate proven best practices from recent California transitions, and align all startup activities with SB 1383, AB 341, AB 1826, and AB 939 requirements. The refined Transition Implementation Plan will serve as the City's primary service startup control tracking system. Early Operational Readiness and Startup Support R3 will support early service readiness by reviewing hauler staffing and operations plans, verifying route data upgrades and service -day preparedness, and assisting City staff with stabilization of early service performance. This phase is critical to preventing minor startup issues from escalating into broader operational disruptions. Public Outreach & Customer Transition Support At the City's direction, R3 will provide technical support for public -facing transition communications, including review of hauler -produced outreach materials, support for sequencing of customer notifications, and tracking of customer service escalation trends during early rollout. Experience has shown that CSR readiness and clear outreach are decisive factors for success. Task 6 Contract Management and Regulatory Compliance Support R3, supported by EcoNomics will provide ongoing technical and professional support to help the City effectively administer and monitor the new solid waste services agreement post -award. This task ensures successful program implementation, sustained performance compliance, fiscal accountability, and adherence to evolving state and local regulatory requirements. Through proactive tracking of contractual obligations, rigorous review of hauler reporting, structured communication and coordination, performance monitoring, and financial oversight, R3 will help safeguard service quality and protect the City's interests throughout the term of the agreement. Tasks 6 is assumed to commence following execution and rollout of the new solid waste franchise agreement and are anticipated to continue on a multi -year basis thereafter, consistent with the City's response to proposer question number 4. We have included projected budget amounts to provide the City with Task 6 and 7 support in Years 1 and 2 as optional tasks, should the City wish to activate these tasks prior to the effective date of the next agreement term (April 1, 2028). Through its partnership with EcoNomics and its deep bench of experienced solid waste professionals, R3 has adequate staff bandwidth to provide a full complement of contract management and CalRecycle compliance services concurrent with the procurement process during Years 1 and 2 of the consulting engagement. Task 6.1 Program Implementation Tracking 1383 has significantly increased contract complexity and the volume of time -sensitive deliverables requiring active oversight. R3 will deploy a contractual deliverables tracking tool that provides an at -a -glance view of key compliance and performance obligations, supports monthly agenda planning, and provides advance notice of upcoming requirements for City and hauler staff. R3 will also track AB 1826, AB 341, and SIB 1383 compliance using hauler monthly reports, measuring program participation, tonnage, and outreach activity against agreement requirements. This tool will support early identification and correction of performance issues before formal enforcement actions are required. Regular performance summaries with corrective action recommendations will be provided highlighting emerging risks, pending deliverables, and priority focus areas to establish a strong foundation for long-term contract management and accountability. This task is designed to ensure consistent, hands-on technical support during implementation and early operations, positioning our team to serve as an extension of City staff to strengthen oversight. Cn icQ m 0 -4 a = m O O v -n 0 00 City of Tustin I Solid Waste Consulting Services 6 Z3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1 F5 Task 6.2 Report Review and Evaluation As part of Task 6.2, R3 will review the monthly, quarterly, annual, and other specialized reports submitted to the City by the Hauler for completeness and accuracy. R3 will closely maintain all required components for each report to reference for completeness. During our review of each report, we will provide the City with written evaluation notes and findings, trends in diversion, contamination, and other identified performance metrics, and any follow-up actions. To support resolution of commercial and residential account issues, R3 will analyze the hauler's monthly raw account data to assess real-time generator compliance with AB 341, AB 1826, and SB 1383 and help identify accounts requiring follow-up. This system will distinguish between isolated reporting errors and recurring systemic issues that may warrant targeted operational intervention. If directed by the City, R3 will work directly with the Hauler to resolve any discrepancies. We will also provide recommendations to adjust reporting formats as needed. Task 6.3 Coordination and Communication R3 will facilitate recurring monthly coordination meetings with the City and the hauler during the first year of the new Agreement to support service stabilization, SB 1383 implementation, and commercial and residential performance oversight. R3 will prepare agendas, document action items, and track follow-up with the hauler. Meetings will be used to track hauler status, fleet and staffing readiness, SB 1383 compliance progress, commercial participation and diversion performance, critical contract deliverables, and emerging service or customer complaint trends. A shared file system will be maintained to provide City staff with access to key materials. Following each meeting, R3 will provide a concise written progress summary with key findings, upcoming deliverables, and timelines. R3 will also meet separately with City staff as needed to review overall task status and priorities and will submit brief written summaries with monthly invoices. These meetings will also provide a platform to discuss any operational or service -related issues the hauler is facing, especially during the initial period of new service, as well as complaints received. Task 6.4 Contract Adherence and Performance Monitoring R3 will support the City in monitoring the selected Hauler's compliance with the requirements of the Franchise Agreement and general performance. Performance monitoring will prioritize early identification of service degradation, particularly within the commercial sector, where service gaps have historically posed the greatest risks to the City. This includes: Providing technical support on contract interpretation, compliance, and enforcement strategies that encourage timely correction without defaulting to liquidated damages. Monitoring hauler performance to ensure adherence to all program and service standards. This will primarily be tracked as part of Tasks 6.1 and 6.2. Analyzing/summarizing findings from quarterly characterization studies and route activities. Tracking/reporting progress toward diversion, contamination reduction, and service performance. This will be part of Task 6.2 or another tracking spreadsheet developed by R3 as needed. Task 6.5 Rate Review and Financial Oversight As part of the RFP process, R3 will develop the rate adjustment methodology that will be used in future years to implement inflation -based escalations. To this end, R3 is well positioned to conduct the analyses for each annual rate adjustment using the methodology developed as part of the agreement. R3 will review the hauler's submitted rate adjustment to confirm the correct indices were used, that it is mathematically accurate and is consistent with applicable terms and conditions of the Agreement. The review will include the following steps: confirming the Hauler provided the required information per compliance with contractual methodology, verifying that the Hauler correctly calculated and applied the changes in the applicable indices, verifying that the Hauler correctly recalculated the Maximum Rates to reflect changes in the rate setting process including correct treatment of pass -through cost components, making any necessary corrections Z5 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1 F5 to Hauler calculations and Maximum Rates and verifying the changes with City Staff and Hauler, and preparing an electronic memorandum summarizing the results of the Hauler's rate adjustment request, rate adjustment process, and our findings, along with an updated rate schedule. Task 6.6 Other Contract Management Support R3 will provide on -call support to the City as directed. This includes the following general activities: attendance at meetings as directed by the City, which encompasses both in -person and remote meetings and includes setting the agenda for meetings as directed by the City; review of documents, spreadsheets, and other material as directed by City, including contracts, budgets, reports, presentations, etc.; preparation of new material or updates on material provided by the City; tracking relevant regulations as needed and directed by the City. Task 7 OalRecycle Assistance, Recora Keeping, and Reporting EcoNomics, supported by R3, will provide ongoing assistance to ensure full compliance with CalRecycle's reporting, record -keeping, and audit requirements under SIB 1383 and related legislation. Our support includes data coordination, reporting and documentation management, compliance tracking, and preparation for CalRecycle reviews and audits, ensuring regulatory obligations are consistently met and that the City is well -positioned for successful evaluations. Task 7 is assumed to commence following execution and rollout of the new solid waste franchise agreement and are anticipated to continue on a multi -year basis thereafter, consistent with the City's response to proposer question number 4. We have included projected budget amounts to provide the City with Task 6 and 7 support in Years 1 and 2 as optional tasks, should the City wish to activate these tasks prior to the effective date of the next agreement term (April 1, 2028). Through its partnership with EcoNomics and its deep bench of experienced solid waste professionals, R3 has adequate staff bandwidth to provide a full complement of contract management and CalRecycle compliance services concurrent with the procurement process during Years 1 and 2 of the consulting engagement. Task 7.1 Annual and Periodic Reporting In close coordination with the City and R3, EcoNomics will assist with all annual and periodic reporting requirements. This includes gathering data, coordinating with internal and external stakeholders, and preparing required CalRecycle submittals, including the Electronic Annual Report (EAR), Form 303, and any supplemental reporting requested by CalRecycle. EcoNomics has assisted the City with filing its annual report since the 2004 reporting year and has a strong institutional understanding of the City's reporting process and programs. In recent years, CalRecycle has expanded the scope of the EAR to include detailed SIB 1383 reporting elements. EcoNomics will assist the City in compiling and validating information related to, at a minimum, the following program areas: procurement, edible food recovery, commercial and residential organics and recycling programs, education and outreach, waivers and exemptions, contamination inspections, enforcement monitoring, and enforceable mechanisms. To support EAR development and other CalRecycle reporting requirements, EcoNomics will develop SIB 1383 information requests for relevant City departments and the hauler; assist the City with data analysis and preparation of summaries; review City and hauler records related to outreach, monitoring, and enforcement activities; and coordinate with CalRecycle directly to clarify reporting expectations and obtain guidance, as needed. EcoNomics will coordinate with City departments, the City's hauler, and other relevant recycling or recovery entities to request, collect, and validate required data for reporting. EcoNomics typically initiates this data collection and review process early in the calendar year, as the Electronic Annual Report is due to CalRecycle by August 1 of each year and Form 303 is due by October 1, with both submittals relying on prior -year data and requiring significant City of Tustin I Solid Waste Consulting Services 7 Z3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1 F5 coordination with City departments and external partners, including edible food recovery organizations. EcoNomics will analyze and summarize SB 1383 reporting components to ensure completeness, accuracy, and consistency with CalRecycle guidance. Reporting support will include procurement requirements, edible food recovery programs, commercial and residential organics recycling programs, education and outreach documentation, waivers and exemptions, contamination inspection and enforcement results, and enforceable mechanisms and record -keeping. EcoNomics will assist in reviewing and validating data prior to submission and will organize information in a manner that supports both annual reporting and future audit or compliance review needs. EcoNomics will coordinate closely with the City to finalize and enter information into CalRecycle's Local Government Information Center (LoGIC) system in advance of deadlines. _ . Task 7.2 SB 1383 Compliance Tracking EcoNomics has established a centralized database and preparation schedule to support • systematic collection, review, and entry of required data into CalRecycle's reporting systems. EcoNomics will develop and maintain tracking systems and document repositories to support ongoing SB 1383 compliance monitoring. These systems will track compliance data related to SB 1383, including edible food recovery, education and outreach, inspections, waiver administration, enforcement activities, and related documentation. EcoNomics may join meetings with the City, R3, and the hauler to discuss SB 1383 implementation progress, compliance status, and any corrective actions to address deficiencies or improve program performance. To ensure accurate reporting and support hauler compliance with SB 1383 requirements, EcoNomics will assist the City with reviewing and tracking the hauler's SB 1383 compliance and provide evaluation notes as needed, join coordination meetings between the City, R3, the hauler, and EcoNomics to discuss SB 1383 implementation progress and compliance status as needed, and conduct analysis and provide observations related to quarterly SB 1383 waste characterization studies and route review monitoring activities. These activities are intended to provide proactive compliance oversight and ensure issues are identified and addressed before they escalate into CalRecycle findings. Task 7.3 Data Management and Record Keeping The City's SB 1383 implementation record is currently maintained in Dropbox; however, EcoNomics is flexible and will adapt to any alternative file management system the City elects to use. EcoNomics will establish and maintain an organized electronic file structure for the City's SB 1383 implementation record, ensuring all required documentation is current, complete, and readily accessible. This includes organizing and storing outreach materials, inspection forms, waiver records, enforcement notices, monitoring documentation, and other CalRecycle compliance records. EcoNomics will coordinate with City staff to collect, review, and store supporting documentation on an ongoing basis and will submit internal and external data requests as needed to obtain missing or updated records. EcoNomics will ensure data is entered accurately and timely into CalRecycle's Local Government Information Center (LoGIC) system in alignment with reporting deadlines and CalRecycle instructions. This task focuses on maintaining audit -ready records that support annual reporting, CalRecycle reviews, and future compliance evaluations. Task 7.4 CalRecycle Review and Audit Support EcoNomics will assist the City with preparation for, and participation in, CalRecycle Local Assistance and Market Development (LAMD) annual review and audit processes, as well as ongoing data requests related to compliance with SB 1383, AB 341, AB 1826, and AB 939. Services under this task are designed to ensure accurate reporting, consistent documentation, and timely responsiveness to CalRecycle inquiries. EcoNomics will further assist with CalRecycle's annual review process, which typically consists of a conference call or site visit. This includes completing advance agendas, drafting responses to anticipated CalRecycle questions Z5 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1 F5 in advance of the conference call to facilitate a focused and efficient meeting, and responding to data requests that may address SB 1383, AB 1826, and AB 341 outreach, monitoring, and enforcement activities. EcoNomics will coordinate collaboratively with the City and the hauler to complete the necessary research and documentation in advance of the annual review and, if desired, will assist with coordinating site visit logistics and locations. At the City's request, EcoNomics will participate in the CalRecycle conference call and be present during any site visit, provide technical clarification, and assist with follow-up responses as needed. Task 7.5 JACE Compliance Review Assistance JACE compliance reviews are required to occur once every four years per jurisdiction, with CalRecycle conducting statewide evaluations over a multi -year cycle. CalRecycle has further indicated that all jurisdictions will be reviewed by December 31, 2026. As of December 1, 2025, the City has not yet been scheduled for its first JACE compliance review. While JACE reviews are not required annually, years in which a JACE compliance review is conducted require a substantially higher level of staff time, coordination, and documentation compared to routine SB 1383 program implementation. As a result, additional consultant support and budget resources are necessary during review years to adequately prepare for the evaluation, participate in site visits, and respond to CalRecycle findings or corrective action requests. EcoNomics estimates that comprehensive assistance with the City's JACE compliance review will range from $30,000 to $50,000, depending on the scope of the review, the number of field site visits, and the extent of any corrective actions identified. We have scoped this task to assume that the City will need assistance with the 2026 Compliance Review as well as one other compliance review during the subsequent 4-year period. As such, the full consulting cost of JACE compliance review assistance is included in the proposed Year 1 budget and 1/4 of the cost of the JACE compliance review assistance effort is included in each of the last 4 years of the proposed budget to ensure the City will have adequate consulting resources when it second compliance review is scheduled during the 4-year review cycle between 2027-2030. During the JACE compliance review, EcoNomics will provide full -service support to prepare the City for its JACE review, assist the City throughout CalRecycle's evaluation process, and support resolution of any findings. Services will include the following Key components. > Pre -Review Coordination and Field Site Visit Support: EcoNomics will coordinate and attend pre -review preparation meetings with City staff and the City's hauler(s). This includes preparing for and participating in initial meetings with CalRecycle JACE staff. EcoNomics will assist the City and hauler(s) in compiling and submitting required materials for the field component of the review, such as routing information, lists of regulated commercial edible food generators, and City facility details. EcoNomics will communicate directly with CalRecycle in advance of the site visit and will shadow JACE staff during field inspections to document potential areas of non-compliance for City follow-up. Written Communications and JACE Response Preparation: EcoNomics will prepare written responses to JACE correspondence, including information requests and follow-up communications required prior to or during the compliance review process. Implementation Record Review and Updates: EcoNomics will review and update the City's SB 1383 Implementation Record to ensure documentation is complete, current, and organized for CalRecycle review. This includes coordinating with City staff and the hauler(s) to obtain outstanding records and supporting documentation. Post -Visit Debrief and Compliance Strategy Development: Following the field site visit, EcoNomics will compile inspection notes and summarize any identified areas of non- compliance. EcoNomics will meet with City staff to review findings and develop clear, actionable plans to address deficiencies and strengthen compliance. City of Tustin I Solid Waste Consulting Services 8 Z3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 Preliminary Findings and Notice of Violation Support (IfApplicable): If CalRecycle issues a Preliminary Findings Report, EcoNomics will review the report with the City and prepare a written response outlining corrective actions and compliance solutions. If a Notice of Violation is issued, EcoNomics will assist the City in coordinating with the hauler(s), developing corrective measures, and preparing a Compliance Strategy Report in accordance with CalRecycle requirements. Through this approach, EcoNomics will assist the City in maintaining ongoing SB 1383 compliance while ensuring the City is fully prepared for periodic JACE reviews that require elevated staffing, coordination, and technical expertise. Project Schedule R3 has thoroughly reviewed the City's RFP, and we have reviewed project commitments and staff availability. We are confident that staff assigned to this engagement have sufficient time available to complete the requested tasks and present our deliverables within the expected project timeline. R3's proposed schedule is tentative and reflects the City's desires/commitments. Overall Task Timeline Tasks 1-4: 2026 — early 2027 (review, RFP, evaluation, negotiation) Task 5: April 1, 2027 —April 1, 2028 (implementation / transition) Tasks 6-7: Begin after April 1, 2028, when the franchise is live (unless City directs R3/ EcoNomics to activate optional tasks AAND B included in the budget) PHASE 5 odLk ILESTONE-1hoTARGET TIMING 1W ACTIVITIES 1W IV Project Initiation Project Kick -Off Week of March Scope confirmation, data request, 2026 communications plan Assessment and Program Review & Procurement April — June Agreement/program review, Strategy Recommendations 2026 benchmarking, Council touchpoint Procurement Release RFP August 2026 RFP + Draft Agreement, proposer Design outreach, pre -proposal conference Proposals Due November Q&A/addenda management, Competitive 2026 evaluation materials finalization Evaluation & January —April Technical/financial scoring, interviews, Selection Interviews 2027 BAFO support Agreement Finalization Council Award April 2027 Negotiations and final Agreement Transition Contractor Mobilization & April 2027 — Implementation support, compliance Planning Communication April 2028 readiness Service Go -Live April 1, 2028 Public education review, Commencement troubleshooting Z5 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1 F5 ORGANIZATIONAL CHART The City's core project team will be the primary, day-to-day staff responsible for this engagement. Our team is also able to draw upon additional, on -call staff members on an as -needed basis. More information on our team's experience and backgrounds can be found in the following sections. The City of Tustin Garth Schultz Principal Scott Hanin Principal R3 EY TEAM MEMBERS Carrie Baxter Principal Rose Radford Director Jordan Lane Managing Consultant Sarah Koplowicz Sr. Consultant Nate Forst Principal Claire Wilson Sr. Managing Consultant Jordan Muratsuchi Managing Consultant Maryann Hulsman Sr. Consultant Trevor Blythe President Ashley Norseth Director of Compliance Implementation Projects Ian Bevan Compliance Reporting Coordinator City of Tustin I Solid Waste Consulting Services 9 Z3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 In an effort to reduce paper usage, this page has been left blank for double -sided printing purposes. If printing, please consider using 100% recycled paper. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1 F5 STATEMENT OF QUALIFICATIONS & RESUMES OF KEY PERSONNEL Prime Consultant R3 Incorporated in California in 2002, R3 is a Certified Small Business with offices in Oakland and Roseville. Over the past 23 years, we have specialized in providing a diverse range of solid waste management consulting services to public agencies, including competitive procurement and/or extension negotiations of collection, processing and disposal services, development, implementation and monitoring of service contracts and franchise agreements, rate and financial reviews, nexus fee studies, zero waste planning, and legislative compliance. Our team, comprised of 20 staff members, has dedicated their careers to the field of solid waste management, public service, and sustainability and skillfully deliver expert industry analysis and recommendations.. We provide a range of services to our clients, including: > Negotiation/procurement assistance for collection, processing, and disposal services. > Development/implementation/monitoring of service contracts and agreements. > Financial and technical analyses of programmatic and policy alternatives. > Rate reviews and cost -of -service studies. > Legislative compliance and audits to ensure compliance is maintained. > Zero waste planning, implementation, and 5- and 10-year updates to zero waste plans based on progress and necessary pivots. > Operations and performance reviews. Procurement and Negotiations Assistance The R3 team provides a variety of negotiation and procurement assistance services for our clients, ranging from assisting jurisdictions with "sole -source" negotiations with an existing service provider, to managing all aspects of a competitive procurement process for solid waste and recycling collection, processing and disposal services. We typically provide "full -service" procurement assistance, meaning that we work closely with our clients on all aspects of a competitive procurement. Our procurement and negotiation services include the following: > Negotiation/development/compliance monitoring of contracts and agreements. > Assistance with the technical and financial evaluation of proposals, including an evaluation of commercial collection system service options and structures. > Development and evaluation of programmatic alternatives to meet specific needs. > Design of performance standards, incentives, and penalties related to performance. > Development of annual adjustment mechanisms to the compensation and user rates. > Leadership in community and stakeholder engagement processes, including workshops, focus groups, surveys, interviews, and presentations. > Preparation/distribution of RFP packages, including agreement and operating contracts. City of Tustin I Solid Waste Consulting Services 10 Z3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1 F5 Financial and Rate Services R3 staff members have broad experience conducting solid waste rate reviews and performing financial and rate structure analyses for municipalities, public utilities, and regional authorities. R3's understanding of the perennial challenge of local governments to balance complex services and programs with the realities of budget constraints allows us to provide effective and meaningful financial consulting services to our clients. Our rate review projects provide comprehensive review and analysis of contractor rate applications, resulting in documented adjustments to projected revenues and expenses plus specific recommended rate adjustments. Our financial and rate analysis projects furnish the financial information and comparative analysis our clients require to make sound, informed decisions. Our solid waste financial and rate analysis services include the following: i, Financial and operational strategic planning. i, Conducting detailed rate reviews and indexed rate adjustments, and cost -of -service and revenue requirement studies. Assisting municipal agencies with budgeting and long-term financial planning. i, Developing rate models and multi -year rate financial projections. i, Evaluating alternative funding and conducting Nexus Studies to support those mechanisms. i� Revising rate structures to support management objectives and comply with Proposition 218. i� Performing rate and service surveys, customer rate setting and adjusting. i, Audits of solid waste billing systems and franchise fee payments. i� Development of refuse vehicle impact fees and solid waste development fees. Solid Waste Planning and Program Development R3 has designed and implemented numerous solid waste implementation plans and programs for multiple jurisdictions. Our extensive experience gives us the ability to address a variety of issues that typically confront our municipal clients during the implementation of programs and facilities, including inter -jurisdictional coordination, planning requirements and diversion mandates, regulatory compliance, and community outreach and public education. Our solid waste management planning and program development services includes: i� Developing strategic and long-range plans for zero waste, high diversion, and sustainability. Evaluating existing programs, and selecting/investigating options for program improvement. Facilitating inter -jurisdictional coordination with respect to planning requirements, diversion mandates, and regulatory compliance. > Developing measurement and monitoring of progress indicators. > Modeling planning costs for solid waste and recycling systems. > Organizational design, information flow analysis, management audits, and process -mapping. > Actively facilitating and providing opportunities for community engagement of the high diversion waste development process, including outreach programs, community workshops, public opinion surveys, focus groups and broad community print and digital outreach. > Performing on -site waste audits at facilities and major commercial generators to identify materials specific to the jurisdiction's waste stream and also identify source -reduction strategies to increase diversion. > Developing public policies and local ordinances to support contract requirements and new programs, including construction and demolition (C&D) ordinances. > Assisting with grant applications, program development and administration. Z3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 Operational and Performance Reviews R3 has extensive experience operating and evaluating solid waste management systems, having assisted 50 +clients with the review and analysis of both municipally operated and franchised solid waste operations, including collection, transfer, and landfill operations. Our vast understanding of the challenges associated with operating municipal systems and administering franchised solid waste services enables us to generate meaningful data -based recommendations that focus on opportunities to improve safety and customer service, increase productivity, and reduce costs. Our operational and performance review services include the following: > Review of billing functions and fees and analysis of management and administrative functions. > Review of collection -system productivity and the development of target -productivity standards and performance -enhancement strategies. > Review of contract compliance by private operators. > Time -and -motion analysis of collection and transfer operations. > Analysis of vehicle -routing systems. > Review of customer service functions. > Development of performance benchmarking metrics to measure system performance. One of our distinguishing qualifications is our hands-on operational experience. Key R3 team members have both public and private sector solid waste collection system operational experience, which informs all of the contract compliance and operational reviews that we perform. Subconsultant EcoNomics Since 1977, EcoNomics has assisted municipal clients in creating sustainability systems that are efficient, cost effective, and in compliance with all federal and state laws and regulations. EcoNomics has assisted public and private sector businesses with strategic planning, procurement, rate development, and implementation services for source reduction, recycling, organic waste management, organic material procurement, edible food recovery, buy -recycled, manufacture -for recyclability and the development of sustainability profiles. EcoNomics provides a range of consulting services designed to support effective waste management and recycling programs and ensure compliance with California regulations. EcoNomics has extensive experience in strategic planning, program development, and implementation related to AB 939, AB 341, AB 1826, AB 827, and SB 1383. EcoNomics has been assisting the City of Tustin since 2005, providing ongoing regulatory, reporting, and program implementation support. EcoNomics has assisted the City with the past 2 competitive RFPs for hauling services, in 2007 and 2018, and has assisted with overseeing the transition and management of the contract since 2006. AB 939: EcoNomics prepares AB 939 Annual Reports and serves as a liaison between jurisdictions and the California Department of Resources Recycling and Recovery (CalRecycle) on AB 939 compliance matters. EcoNomics works directly with commercial and multi -family generators to implement recycling programs that improve diversion performance and demonstrate compliance with statutory requirements. AB 341: EcoNomics assists municipalities with implementation of commercial and multi -family recycling programs to comply with AB 341. Services include development of compliance plans, preparation of cost-effective recycling strategies for commercial and multi -family properties, creation of outreach materials for non -compliant properties, and ongoing monitoring. City of Tustin I Solid Waste Consulting Services 11 Z3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 AB 1826: EcoNomics has implemented organics diversion programs for restaurants, hotels, schools, and large venues since 2002. For AB 1826 compliance, EcoNomics assists with identifying regulated generators, developing outreach materials, and working directly with generators to implement cost-effective organics recycling programs. EcoNomics has also supported jurisdictions in developing and administering contractual compliance incentives and performance monitoring mechanisms to achieve consistent compliance outcomes. SB 1383: EcoNomics has drafted SB 1383-specific franchise agreements and assists multiple jurisdictions with planning, implementation, and ongoing compliance support. Services include incorporation of SB 1383 requirements into franchise agreements and procurements, support for organics recycling and edible food recovery programs, waste characterization studies, hauler compliance audits, and organic material procurement planning. EcoNomics has worked extensively with Orange County cities to implement SB 1383-compliant programs and prepare for CalRecycle reporting, reviews, and compliance evaluations. Project Experience 1. City of Rosemead Ms. Danielle Garcia, Public Works Fiscal & Project Manager 8838 E Valley Blvd, Rosemead, CA 91770 626.569.2127 1 dgarcia@cityofrosemead.org Dates: September 2022 — July 2023 Total Cost: $ 169,245 Staff involved: Scott Hanin, Carrie Baxter, Claire Wilson Competitive RFP Procurement The City's exclusive franchise agreement for comprehensive refuse services with Consolidated Disposal Services (dba Republic Services) was set to expire on July 31, 2023. R3 performed an assessment of the City's current solid waste programs and assisted City staff with the procurement of a new integrated solid waste handling agreement. City staff and R3 collaborated to create a Request for Proposals (RFP) document, create a draft Integrated Solid Waste Handling Agreement, and met with City Council for a solid waste procurement workshop. Based on the feedback from City Council, the RFP document was updated and released, and as a result, the City received five qualified proposals. R3 lead the evaluation team through development of evaluation criteria, proposal evaluations, and interviews of all five proposers. R3 presented the results from the evaluation team to City Council recommending staff enter negotiations with the highest-ranking proposal. Consequently, City Council directed staff to request best and final offers (BAFOs) from top two highest ranking proposers — Republic Services and Valley Vista Services. Final recommendations and draft agreement were presented to City Council, based on the BAFOs. With a unanimous vote, the City Council awarded Republic Services the new agreement. The new agreement with Republic includes a franchise fee, which recovers the City's costs of providing solid waste -related services, including the negotiation and administration of the franchise agreement, as well as charges for the reasonable value of the use of City property for the provision of waste services. Additionally, the agreement includes a pavement impact fee to recover the costs of addressing the specific impacts of refuse vehicles on City streets and rights of -way. R3 completed a Franchise Fee Study, which analyzed the City's Franchise Fee and determined that the fee is justified by the City's costs of providing solid waste services, reasonable charges for the use of City property for solid waste services, and the costs of addressing the impacts of solid waste refuse vehicles providing solid waste services. Z5 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1 F5 2. City of Norco Mr. Chad Blais, Director of Public Works 2870 Clark Avenue, Norco, CA 92860 951.270.5678 1 cblais@ci.norco.ca.us Dates: March 2023 — March 2024 Total Cost: $ 152,000 Staff involved: Scott Hanin, Carrie Baxter, Claire Wilson Competitive Procurement The City's contract for residential and commercial garbage, recyclable materials, and organic waste collection services with Waste Management was set to expire June 30, 2024. Since the prior agreement went into effect, the State has passed several laws that significantly affect the processing of garbage, recyclables, and organic waste. R3 assisted City staff with developing and implementing a formal RFP process; assisted with reviewing the proposals; helped facilitate the evaluation team interviews, and negotiations; and prepared the final franchise agreement. The formal RFP was issued on September 7, 2023. On October 20, 2023, the City received five proposals. To review the proposals, the City created an evaluation team made up of two council members, two City staff, and R3. All evaluation team members independently reviewed and scored each proposal based on overall content and the proposer's ability to meet the service expectations outlined in the RFP. Follow up questions were sent to clarify proposal information to haulers, as needed. A consensus scoring method was used to finalize the evaluation scores. Based on the overall evaluations and scoring, the evaluation team selected which hauler(s) to invite to a formal interview. Negotiations began following the interview process. The negotiated agreement has favorable terms for Norco including reduction in rates, elimination of manure scout service fees, annual rate increase caps, assistance in compliance with unfunded State mandates, and increased City fees revenue. With a unanimous vote, the City Council awarded the negotiated franchise agreement to Waste Management. The proposed franchise agreement with Waste Management includes a franchise fee, which recovers the City's costs of providing solid waste -related services, including the negotiation and administration of the franchise agreement, as well as charges for the reasonable value of the use of City property for the provision of solid waste services. Additionally, the franchise agreement includes a pavement impact fee to recover the costs of addressing the specific impacts of refuse vehicles on City streets and rights of -way. R3 completed a Franchise Fee Study, which analyzed the City's Franchise Fee and Pavement Impact Fee and determined that the fees are justified by the City's costs of providing solid waste services, reasonable charges for the use of City property for solid waste services, and the costs of addressing the impacts of solid waste refuse vehicles providing solid waste services. I City of Sebastopol Ms. Mary Gourley, Assistant City Manager/City Clerk 7120 Bodega Avenue, Sebastopol, CA, 95472 707.823.1153 1 mgourley@cityofsebastopol.gov Dates: February 2024 — March 2025 Total Cost: $ 217,500 Staff involved: Garth Schultz, Nate Forst, Sarah Koplowicz, Maryann Hulsman RFP Procurement and Transition Assistance The City retained R3 to lead a comprehensive procurement process and provide expert support in securing a new solid waste franchise agreement. Following unsuccessful City of Tustin I Solid Waste Consulting Services 12 Z3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 negotiations with the incumbent hauler, Recology Sonoma Marin, whose proposal included steep rate increases of up to 57%, the City turned to R3 to assist with a competitive Request for Proposals (RFP) process. R3 worked closely with City staff, an ad hoc Council committee, and an evaluation panel to develop procurement documents, evaluate proposals, and negotiate agreement terms. R3's role included: Designing and releasing a well -structured RFP with clear rate and service specifications. Facilitating the formation and operations of the City's proposal evaluation panel. Conducting a robust, criteria -driven review and scoring process of proposals. Supporting negotiations with the top -ranked proposer, Sonoma County Resource Recovery. Evaluating detailed rate proposals under multiple pricing structures and confirming compliance with Proposition 218. Assisting with securing nearly $300,000 in cost reimbursements for RFP/transition support. The outcome was a new 15-year franchise agreement (plus two 5-year extensions at the City's option), featuring lower base service rates for most customers, elimination of cross -subsidies, and enhanced services including bulky item pick-up, event services, and right -sizing outreach for commercial and multi -family generators. R3 was also contracted to provide technical and management support throughout the transition period to ensure continuity of service. Brief Team Description Prime Consultant - R3 Garth Schultz, Principal, will serve as Project Manager and primary point of contact for this engagement. He brings 20+ years of solid waste management experience in both the private and public sectors. He will provide team oversight, fee study analysis, and leadership, and will contribute his expertise in developing strategies for straightforward legislative compliance and rate reviews, as well as developing/revising ordinances/policies. Scott Hanin, Principal, has assisted dozens of jurisdictions in the procurement, development, and/or negotiations of their solid waste agreements, as well as financial analyses and rate setting. As the former Executive Director of RecycleMore and City Manager of the City of El Cerrito, he understands the financial and cost issues at hand and is particularly adept at negotiating solutions that work for all parties. Scott's role for this engagement will be to provide overall strategic planning direction and support throughout the procurement process. Nate Forst, Principal, brings over two decades of expertise in waste and recycling programs, which extends to business, non -profits, and the public sector. He has improved numerous solid waste programs through enhanced data tracking/reporting and cost -saving solid waste and circular economy strategies. Nate's role for this engagement will be to lead the transition effort. Carrie Baxter, Principal, has over a decade of experience in solid waste consulting. She specializes in providing legislative compliance assistance to local jurisdictions for implementing or expanding programs related to organic material collection, tracking, and infrastructure development, as well as assisting in negotiating improvements and incorporating best practices into municipal codes and collection contracts. Carrie's role for this engagement will be to provide support through the procurement process. Rose Radford, Director, has assisted many jurisdictions in planning for SB 1383 requirements, providing advice to client jurisdictions on the anticipated effects of changing requirements for Z5 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 organics programs, as well as the implications of the changes in reporting regulations for diversion performance, regulatory compliance, and long-term planning efforts. Rose will provide technical support in all aspects of the engagement with an emphasis on franchise agreement development and SB 1383 compliance. Claire Wilson, Sr. Managing Consultant, combines her background in public policy, experience in research and data analysis, and community outreach and education and applies it to the range of R3's solid waste planning projects. Claire's role for this engagement will be lead the Franchise Administration task and support Task 7. Jordan Lane, Managing Consultant, brings 8+ years of experience in public sector solid waste and recycling management, with expertise in overseeing regional waste programs, driving sustainability initiatives, and ensuring regulatory compliance. Jordan's role for this engagement will be to provide analysis in all phases of the project. Jordan Muratsuchi, Managing Consultant, is well -versed in working with governmental, business, and community stakeholders. He regularly conducts solid waste rate studies, cost -of -service and other financial analyses, and assists clients in understanding the benefits and drawbacks of their current solid waste collections agreements, specifically with regards to legislation such as AB 341, AB 939, AB 1826, and SB 1383. Jordan's role for this engagement will be to assist in all aspects of the financial and rate analysis. Sarah Koplowicz, Sr. Consultant, contributes her extensive hands-on experience working in the field with a wide variety of community members and stakeholders. She excels at assessing systems and providing analyses that lead to widespread improvements in cost and efficiency, while also maximizing resource recovery. Sarah's role for this engagement will be to provide support to the procurement and ongoing services. Maryann Hulsman, Consultant, provides effective, thoughtful communication, and is able to solve problems and lead teams through complex situations. She has a long -held and ardent relationship with waste diversion and environmental consulting. Maryann's role for this engagement will be to support the procurement and ongoing tasks. Subconsultant - EcoNomics Trevor Blythe, President, is the owner of EcoNomics and has 19+ years of experience in the sustainable materials management industry for both local government and corporate clients. Trevor will support R3 in guiding the procurement process and ensuring the City receives a technically sound, defensible, and future -focused solid waste agreement. Drawing on nearly two decades of direct experience supporting the City of Tustin, including prior procurements, contract transitions, rate reviews, and SB 1383 program development, Trevor will provide strategic guidance, senior -level oversight, and quality control. He will serve as a senior advisor to R3 and the City on procurement structure, contract terms, rate methodology, compliance alignment, and negotiation strategy, helping ensure that all project components are coordinated, transparent, and aligned with City goals. His deep institutional knowledge of Tustin and the regulatory landscape enables efficient oversight, informed decision -making, and continuity throughout the procurement process. In addition, Trevor brings long-standing working relationships with CalRecycle, local hauling community, and deep familiarity with regulatory processes that will further support effective contract management oversight and ongoing compliance with CalRecycle regulations following contract award. City of Tustin I Solid Waste Consulting Services 13 Z3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1 F5 Ashley Norseth, Director of Compliance Implementation Projects, joined the EcoNomics Team in early 2022 to assist with SB 1383 compliance implementation projects and transitions. Since 2022, she has assisted the City of Tustin with managing its hauling contract with CR&R and has supported the City with implementing the Corrective Action Plan (CAP) requirements to align with SB 1383. In close coordination with the City, Ashley helped ensure the City successfully completed its CAP by attaining full multi -family compliance with the requisite 3-container collection amongst 250 accounts by 2024. Ashley will serve as EcoNomics' primary day-to-day Project Manager, overseeing ongoing coordination with City staff, the hauler, and the consulting team to ensure smooth implementation of project tasks and all SB 1383-related compliance work described in Task 7. With extensive experience managing Tustin's current hauling contract and leading the City's SB 1383 Corrective Action Plan to achieve full compliance, Ashley will provide hands-on management of operational analyses, program implementation, regulatory monitoring, data collection, and stakeholder communication. She will help translate procurement, compliance, and programmatic requirements into practical, executable workflows and will ensure that the City's goals, timelines, and documentation needs are consistently met. Her on -the -ground familiarity with the City's generators, hauler operations, and SB 1383 processes contributes essential continuity and technical clarity throughout the project. Ian Bevan, Compliance Reporting Coordinator, joined EcoNomics in June 2013. He is EcoNomics' team lead on preparing the Electronic Annual Report and the Form 303 submittal for 8 of their client cities. Ian's responsibilities include requesting key data from multiple entities and crafting a narrative highlighting their client cities' compliance efforts for CalRecycle in these reports. Ian has assisted the City of Tustin with filing its Electronic Annual Report since 2014 and has experience filing 12 EAR submittals for the City (2013 — 2024). He also has extensive experience with implementing commercial and multi -family recycling programs for several cities including Anaheim, Laguna Hills, Mission Viejo, San Juan Capistrano, and Tustin. Ian will lead all SB 1383 and CalRecycle reporting responsibilities for the project described in Task 7, including preparation of the Electronic Annual Report (EAR), Form 303, upkeep of the City's Implementation Record, and all supplemental documentation required for regulatory compliance. With over a decade of experience managing CalRecycle reporting for Tustin, including 12 years of EAR submittals, Ian brings deep expertise in data validation, narrative development, compliance interpretation, and cross -agency coordination. He will ensure all reporting elements accurately reflect program performance, meet CalRecycle requirements, and align with the City's procurement and implementation objectives. Ian's extensive experience conducting site audits, designing diversion programs, reviewing compliance trends, and coordinating with haulers and City departments ensures that reporting is complete, audit -ready, and strategically positioned to support both annual compliance and upcoming JACE evaluations. Z5 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 Garth Schultz Principal, Project Manager About Garth Schultz is the President of R3 and has 20+ years of solid waste management experience in both the public and private sectors. He leads our rate and fee studies practice area and is known throughout the state of California in this area of expertise. Garth is an expert in solid waste and recycling public administration including operations, finances, policy, community outreach, sustainable materials management programs, achievement of local, regional and statewide objectives, and engagement with elected officials. His values are strongly rooted in the ethics of public service, and he is deeply committed to advancing community, environment, and climate change mitigation and adaptation interests. Education & Certifications Master of Public Administration and Public Policy Development Cal State East Bay Bachelor of Science in Environmental Science, Minor in Public Policy University of California, Berkeley Relevant Experience Competitive Request for Proposals Procurement Process I City of Santa Clarita Provided negotiation strategy and procurement oversight for the City's competitive Request for Proposals (RFP) for franchised solid waste, recycling, and organics collection services. Advised City staff through RFP development, proposal evaluation, proposer interviews, reference reviews, and negotiation of new franchise agreement terms. The process involved multiple national and regional solid waste service providers evaluated using a multifactor scoring structure with substantial rate weighting. Garth supported development of performance standards, SB 1383 compliance provisions, diversion reporting requirements, and long-term rate adjustment controls, resulting in modernized franchise agreements that strengthened regulatory compliance, protected ratepayers, and positioned the City for future fleet and service transitions. • Competitive Request for Proposals Procurement Process I City of Pomona Served as lead consultant for Pomona's complex competitive procurement to select a franchised solid waste collection services contractor, transitioning the City from a long- standing municipal and partially non-exclusive collection system to a fully exclusive private franchise model. Garth and R3 guided the City through market testing, RFP development, proposal evaluation, reference review, and multi -round negotiations with prospective haulers. His work focused on assembling a franchise agreement that delivered SB 1383-compliant services, defensible long-term rate structures, labor transition protections, and a sequenced implementation plan that minimized service disruption. Garth worked directly with executive leadership and the City Council to communicate procurement findings, negotiate final terms, and support formal award and transition planning. • Competitive Request for Proposals Procurement Process I County of Ventura Managed and led R3's procurement and negotiation support as part of a broader countywide effort to restructure the County's solid waste collection system for SB 1383 compliance and City of Tustin I Solid Waste Consulting Services not included in page count, per RFP h3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 Relevant Experience Continued to simplify residential solid waste service zones. Garth oversaw development of new solid waste collection franchise agreements, guided competitive procurement strategy to select qualified collection service contractors, and worked with County leadership to align collection system design, enforcement capacity, program funding, and regulatory compliance infrastructure. This effort emphasized system -wide contract structuring, defensible rate methodologies, and long-term implementation readiness across multiple service areas. Joint Competitive Request for Proposals Procurement Process I Cities of Richmond and San Pablo Led and coordinated a joint competitive procurement on behalf of two neighboring cities to select franchised solid waste, recycling, and organics collection service contractors under parallel but independently adopted franchise agreements. Garth structured a coordinated RFP, managed a unified proposal evaluation process, supported technical review and reference checks, and guided each City through separate but aligned negotiations with the top -ranked proposers. The resulting franchise agreements modernized service requirements, embedded SB 1383 compliance across all customer classes, incorporated rate stabilization tools, and established phased implementation plans. His leadership emphasized inter -agency coordination, transparency in evaluation methodology, and continuity of service during transition. Competitive Request for Proposals Procurement Process I Cities of Atherton, Half Moon Bay, Piedmont, Santa Clara, Santa Rosa, Sebastopol, and Windsor Garth has led or provided executive negotiation oversight for competitive procurements to select franchised solid waste collection service contractors and execute long-term solid waste franchise agreements for numerous California agencies. Across these jurisdictions, he has guided RFP development, technical proposal evaluation, reference checks, contract negotiations, and City Council adoption processes resulting in modernized franchise agreements that emphasize SB 1383 compliance, defensible rate structures, enhanced performance standards, and future -ready system design. These engagements demonstrate a consistent record of delivering competitive outcomes aligned with agency operational, financial, and regulatory objectives. Transition Assistance / Contract Management & Administration I Cities of Milpitas, Pomona, Santa Clarita, and Sebastopol In addition to leading competitive procurements, Garth and R3 have played a central role in solid waste collection system transitions and post -award franchise contract administration. Garth's work focuses on protecting continuity of solid waste collection service during contractor changeovers, managing labor transitions, coordinating fleet and container deployment schedules, and establishing early -term contract controls. Garth regularly supports agencies with implementation tracking, compliance monitoring, operational coordination meetings, and contract interpretation to ensure that new franchise agreements are executed as intended and that community service levels remain stable during transition. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1 F5 iAL �t Scott Hanin Principal, Alternative Project Manager About Scott Hanin has 35+ years of experience, including serving as the long term City Manager of El Cerrito and the Executive Director of the West Contra Costa Integrated Waste Management Authority. Scott oversaw all aspects of city government including budget development, strategic planning, community engagement, organizational development and restructuring, capital projects, legislative compliance, and oversight of all department heads. In his work as a consultant, Scott has assisted agencies throughout California with all aspects of their solid waste and diversion programs including contract development and management, program design, financial analysis and rate setting. Education & Certifications Master of Public Administration New York University Bachelor of Arts in Political Science University of Delaware Relevant Experience Procurement Services I City of Rancho Cordova Assisted the City with development of a Request for Proposals, community engagement plan, and development of a new, SB 1383-compliant residential solid waste franchise agreement. This included developing schedules, deal points, drafts, and presentations for stakeholders. Procurement Services I City of Norco, Rosemead, and Sebastopol Assisted with the development of an RFP process and a new, SB 1383 compliant agreement. This includes the evaluation process, developing schedules, deal points, drafts and presentations for stakeholders as well as City fee development and Proposition 218 compliance. Solid Waste Agreement Negotiations and Development I Cities of Martinez, Suisun and Pinole Leading the cities, negotiations of new exclusive franchise agreements that are SB 1383-compliant and include the necessary services and requirements. Operational Review and Fee Study I City of Glendale Managed an engagement in which we provided an operational review of the City's municipal solid waste collection operations, including productivity and safety practices. R3 also performed a financial analysis related to the costs of implementing electric vehicle service, includes fleet costs, infrastructure costs and potential operational impacts. We are also evaluating the cost of their municipal operation with that of nearby collection operations. Cost -Based Review, Performance Review, and Negotiations I City of San Bruno Assisted the City with their process of negotiating a new solid waste franchise agreement which includes both operational and financial reviews and development of new SB 1383 programs and their evaluation. City of Tustin I Solid Waste Consulting Services not included in page count, per RFP Z3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 Relevant Experience Continued Solid Waste Consulting Services I City of Santa Clara Assisted with the development of Request for Proposal documents as well as operating agreements for composting to handle the City's organic waste stream. Assistance with Disposal Agreement Negotiations I City of Los Altos Served as negotiator for the City to assist in securing a new disposal agreement with Republic Services in an effort to ensure disposal capacity, increased diversion and rate stability. Assistance with Agreement Assignment and Franchise Agreement Negotiations I City of Cerritos Led the R3 team through a review of the City's extraordinary cost adjustment and extension request and development of franchise agreement extension language. Worked with the City to conduct a review of the financial and operational strength of Athens Disposal, including the impact of the assignment on company finances, and to review operations and organizational structure, in order to determine its ability to take over all the responsibilities described in the Franchise Agreements. Franchise Fee Studies I Larkspur, Fairfax, Torrance, Upland, Tiburon, Mill Valley, Nevada City, Alhambra, Pinole, San Anselmo, Suisun, Turlock and Union City Performed an analysis for these jurisdictions of the franchise and other fees collected through the solid waste rates. The studies helped determine compliance with law and court decisions including Propositions 26 and 218 as well as the Zolly and Redlands court decisions. On -Call Consulting Services I County of San Benito Currently supporting the County with the development of a non-exclusive permit system for haulers operating throughout the county and administrative support around JPA staffing and responsibilities. Program Oversight, Development, Negotiation, and Compliance I RecycleMore* In his former role as Executive Director, Scott was primarily responsible for developing programs and public education, negotiating agreements, setting rates, and ensuring regulatory compliance for six jurisdictions. Scott was also responsible for rate setting and negotiating with franchised haulers for new organics program and area wide public information program. *denotes completion with prior organization Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 Carrie Baxter Principal, Project Support About Carrie Baxter has 15 years of experience in solid waste consulting, in a broad range of operational, planning, and financial projects. She specializes in providing legislative compliance assistance and assisting local jurisdictions in negotiating improvements and incorporating best practices and new state legislation in their municipal codes and collection agreements. She also has significant experience with competitive procurement projects for solid waste management services, including providing financial analysis services, such as studying rates and how to incentivize diversion, and engaging the community and stakeholders. In addition, Carrie routinely supports operations and performance reviews, evaluating billing and reporting systems and conducting on -site route audits, and conducting comprehensive benchmarking and rate surveys, for various cities in California. Education & Certifications Bachelor of Science in Organization, Leadership & Management University of San Francisco Relevant Experience Procurement Services I City of Rosemead She developed and presented to City Council a request for proposal package that addressed the challenges of SB 1383 and short-term needs for a new or negotiated contract with only 8 months remaining until the current contract term expires. The package included a draft franchise agreement with latest solid waste and recycling/organics trends, best management practices related to both franchise agreement services and terms and conditions, and updates of recent legislation. With five proposals received, Carrie acted as the evaluation team chairperson and led the team through weekly updates, reviewing the proposals, scheduling and conducting interviews, preparing questions, and drafting summaries of the proposals and staff report for presentation to City Council. Finally, after presenting the evaluation team's findings to City Council and requesting direction, she assisted the City negotiate the final contract for award. Procurement and Negotiation Assistance I City of San Juan Capistrano In 2019, Carrie conducted a comprehensive analysis of the City's solid waste program, including a review of the franchise agreement and customer service rates, in order to provide the City with recommended updates to the franchise agreement. She determined the City's collection needs and potential expanded service options to assist in the development of a revised or new franchise agreement and assisted the City with compiling the RFP package, including drafting the program requirements and pricing options for different collection approaches to be issued in a competitive procurement process. She then assisted the City with issuing the RFP, evaluating responses from three proposers, conducting interviews, and negotiating a final agreement. Ultimately, the City's franchise agreement was approved in February 2020 and the rates were approved by council mid -June with a 5-0 vote. City of Tustin I Solid Waste Consulting Services not included in page count, per RFP h3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 Relevant Experience Continued >> Procurement and Negotiation Assistance I City of Eastvale Conducted a limited competitive Request for Information (RFI) whereby current contractors vied for an exclusive agreement to provide all solid waste services to all sectors of the City. Carrie focused on conducting a transparent procurement process that focuses on compliant collection programs, competitive rates, and high levels of customer service. Following receipt of two very competitive proposals, she led negotiations with Waste Management resulting in full reimbursement of the RFI process and updated agreement language to incorporate industry best practices and legislative compliant terms addressing AB 341, 1826, and SB 1383. Procurement Assistance I Cities of Beaumont, El Cajon, Half Moon Bay, and Santa Clarita, Santa Clara County, Zero Waste Sonoma, and California State Polytechnic University at Pomona Responsible for developing RFP packages, which includes a draft franchise agreement with specific and current solid waste and recycling/organics trends, best management practices related to both franchise agreement services and terms and conditions, and updates based on recent and upcoming legislation. After receiving proposals, she provided an unbiased summary of each proposal and a side -by -side comparison of the proposals to aid the evaluation committee in their review. Procurement Assistance and On -Call Consulting Services I City of Rancho Cordova She lead the team in developing a request for proposals package, evaluating proposals and interviewing contractors for a new residential franchised hauler. This included presentations for stakeholders, reviewing best and final offers, and analyzing fiscal impacts to residents. She has also managed programs for compliance with state legislation; supported outreach and education efforts to all covered generators; reviewed and revised the City's municipal code; and worked with businesses and local jurisdictions for regional collaboration for edible food recovery. Negotiation and Legislative Compliance Assistance I City of Rolling Hill Estates Assisted the City with an ordinance update to modernize and streamline municipal code language with best practices, state legislation and the City's needs. Subsequently, she assisted in amending the Solid Waste Collection Agreement with the City of Rolling Hills Estates and their hauler, and drafting a side agreement to address delayed rate adjustments due to economic impacts of Covid-19 related to concerns raised in the community. The amended agreement provides provisions to allow the City's hauler to assist the City in complying with state legislation and improve public education and reporting. Negotiations and On -Call Consulting Services I City of Westlake Village Currently managing effective programs for compliance with state legislation, such as AB 341, AB 1826, and SB 1383; supporting implementation of outreach and education efforts to all covered generators; revising Municipal Code; working with businesses and local jurisdictions for regional collaboration on plans such as procurement of organic products, edible food recovery, and education; and supporting efforts to expand the City's food waste recovery operations. In 2022, Carrie assisted the City by conducting an analysis of the City's solid waste system and worked with City staff to negotiate a SB1383 compliant agreement. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 Nate Forst Principal, Project Support About Nate Forst is a Principal at R3 with two decades of experience developing and implementing solid waste, recycling, and sustainability strategies for public agencies, private companies, and mission -driven organizations. He helps clients navigate complex operational and policy challenges with a focus on clear analysis, actionable strategy, and practical implementation. His work includes advising clients on infrastructure development and circular economy initiatives, helping ensure their investments support environmental goals, comply with regulations, and deliver lasting value. Education & Certifications Master of Business Administration, Sustainability Emphasis Portland State University Bachelor of Liberal Arts Washington University in St. Louis Relevant Experience Agreement Negotiations Support I City of San Juan Capistrano Nate currently serves as project manager, supporting the City in its evaluation and negotiation of Orange County Waste and Recycling's (OCWR) Waste Infrastructure System Enhancement (WISE) Agreement and potential revisions to the existing Cooperative Agreement. A key focus is assessing the future role of the Prima Deshecha Landfill in countywide system operations. Responsibilities include reviewing key terms and conditions to identify risks and opportunities aligned with the City's solid waste and recycling goals; conducting financial and rate analysis to evaluate impacts on the City's financial position and analyzing OCWR's tonnage projections and annual financial reports to inform understanding of system capacity, cost allocations, and long-term fiscal implications. These efforts include ongoing collaboration with City staff to shape negotiation strategies that maximize overall system value and advance the City's strategic objectives. Competitive Request for Proposals Procurement Process (RFP) & Transition Services City of Sebastopol Nate helped conduct all aspects of the RFP procurement process for the City, assisting with development of the RFP all the way through to award of the final contract. Throughout the process, he and team worked closely with City staff and the City Council's ad -hoc committee, offering personalized support, facilitating multiple onsite meetings, and ensuring alignment across stakeholders groups. Nate also played a key role in coordinating scoring, facilitating proposal evaluations, and supporting the final selection process. Following the award, he managed the hauler transition for eight months under challenging circumstances, guiding the process with steadiness and a focus on collaboration. His approach ensured a smooth changeover and an outcome that was successful and well received by the City. City of Tustin I Solid Waste Consulting Services not included in page count, per RFP h3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1 F5 Relevant Experience Continued Request for Proposals Procurement Process (RFP) and Materials Management Assistance I Lawrence Berkeley National Lab Led R3's advisory process for a RFP Procurement as well as materials management support for the Lawrence Berkeley National Laboratory. Specifically, Nate provided input and guidance on the Lab's preexisting goals for waste reduction, while assisting the Lab to adapt to new regulatory conditions and changing market. This included extensive waste-pathing and review of onsite collection and disposal systems, advising on source separated material recovery, and providing a list of near term and long-term actions to improve materials management at the Lab. Solid Waste Hauler Transition and Integration Assistance I City of Glendale Guided the City in a complex transition effort to a districted exclusive franchise system. Initially, Nate led efforts to evaluate and compare the provided hauler transition plans to identify strengths and weaknesses, and any gaps that could potentially prevent fulfillment of City objectives and develop a single, comprehensive plan to ensure a coordinated effort among City staff and the haulers. He then coordinated and led regular meetings with the City and the haulers for more than two years to review progress and ensure completion of necessary tasks associated with the transition plan and ongoing integration of the new system, including adaptation to new California regulations such as the roll out of SB 1383 and associated outreach and education. Competitive Request for Proposals Procurement Process (RFP) Procurement Process I Lane County, OR Nate led efforts to develop and conduct the RFP process to identify candidates capable of the design, build, and operation of new material recovery facilities in Lane County. He spearheaded efforts to find and select qualified firms positioned to help the County increase recovery of targeted materials, both in loads delivered directly to the facility and loads entering the facility via County transfer stations. In addition, he specifically designed the RFP process to ensure proposers were capable of meeting the County -wide goal of 63% landfill waste diversion by 2025 and ambitious statewide greenhouse gas reduction goals. Nate oversaw ongoing all county meetings, developed and delivered interview questions for proposers, completed background research and reference checks, and provided key support for the candidate interview process. SB 1383 Compliance Support and Request for Proposals (RFP) Procurement Evaluation I City of Banning Led R3's efforts to identify and evaluate the proper third -party assistance for meeting the City's procurement requirements related to SB 1383 via direct City activities and private services. This involved the development of two separate RFPs related to selection of an engineering firm to identify City -usage and possible application of compost/mulch on City managed lands, and selection of a firm to help identify private landowners/ranchers or similar private parties that could use compost/mulch including exploring delivery options for said materials. Z5 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 Rose Radford Director, Project Support About With her strong background in research and technical writing, Rose is R3's Director for solid waste management planning, program development, and regulatory reporting. As a part of her main consulting practice, Rose applies her knowledge and experience with regulatory compliance to help her clients solve real -world problems and navigate the complex programmatic requirements that apply to jurisdictions throughout California. Rose provides advice to client jurisdictions on their fee structures and outcomes, anticipated effects of changing requirements for organics programs, and the implications of the changes in reporting regulations for diversion performance, regulatory compliance, and long-term planning efforts. Her diverse solid waste industry experience also includes negotiations, hauler and facility audits, data and tonnage tracking and modeling, and strategic planning for landfill, organics, and recyclables processing capacity. Education & Certifications Master of Public Administration in Environmental Science and Policy Columbia University Bachelor of Science in Conservation and Resource Studies University of California, Berkeley Relevant Experience Negotiation and Procurement Assistance I Cities of Concord, Clayton, Hercules, Los Altos, Martinez, Newark, Piedmont, Pleasant Hill, Rialto, Rio Vista, and West Sacramento, and the Town of Atherton Provided procurement assistance services by evaluating and determining the best option for collection, recycling, processing, and disposal services. Rose completed SB 1383-readiness analyses, identifying key contract terms to include in the extension negotiations, drafted the proposed contract language, and negotiated key outcomes identified as priorities. Los Altos' franchise extension included all SB 1383-related compliance items and universal roll -out, which was completed far ahead of the state's deadline. Pleasant Hill's extension negotiations resulted in a franchise agreement that was SB 1383-ready, including universal roll -out of organics service to all businesses and a 20% reduction in the rate increase originally proposed. Martinez was extended for ten years with no rate increase. Rose led negotiations on behalf of Newark, successfully reducing the proposed rate increase from 7.8% to 7.36%. West Sacramento's franchise agreement amendment added compliant services with no associated rate increase. All franchise agreement negotiations included significant revisions to programmatic elements to align with SB 1383, such as the provision of route reviews, universal subscription to organics service, changes to overflow language, revisions to the C&D recycling programs, and adjustments to the uncollected debt program. The franchise agreement amendments and/or new franchise agreements were presented by Rose to the City Councils for all Cities and approved. Rio Vista's negotiations for a 15-year extension to the City's franchise agreement are currently underway. City of Tustin I Solid Waste Consulting Services not included in page count, per RFP h3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 Relevant Experience Continued >> SB 1383 Compliance and On -Call Assistance I County of San Benito Currently assisting with SB 1383 planning and implementation. The County adjusted its non-exclusive hauling permit system to prepare for future SB 1383 implementation in the rural areas not subject to the exclusive franchise by requiring non-exclusive haulers to provide three -container service or substantiate infeasibility and/or applicability of a waiver for rural customers. Rose and her team have also assisted the County in edible food capacity planning, program design, and implementation, including drafting the MOU between the County and the two Cities (Hollister and San Juan Bautista), direct web -based trainings for businesses, development of educational materials, in -person outreach, including a presentation to the Chamber of Commerce, as well as site visits to identified businesses, and coalition -building with the San Benito Food Bank. She also assisted the County in development of, and discussed a possible future organics processing facility in, the County. R3 has also assisted the County in a benchmarking study for illegal dumping programs, adjusted purchasing policies, developed each City's and County's SB 1383 ordinances, and presented to each governing body for approval. Rose has most recently completed a billing and City/County fees audit for the County as a part of a larger hauler performance review of Recology. Franchise Fee Audits and Transition Assistance I City of Glendale Led the fee verification, tonnage review, and legislative compliance review for half the permitted haulers active in the City. Rose completed detailed records reviews for the haulers with the highest level of activity in the City. She assisted the City in its transition to a districted exclusive franchise system by leading weekly/monthly hauler meetings and ensuring haulers are meeting key transition deadlines and their franchise agreements'requirements. The City underwent a complex transition was from over twelve non- exclusive permitted haulers to four exclusive haulers as well as a fully SB 1383-compliant franchise agreement that includes mandatory universal roll -out of recycling and organics service to all customers. Following transition, Rose led a team in conducting financial, tonnage, and customer service audits on the franchised haulers for 2022 and 2024 (currently underway). SB 1383 Compliance and On -Call I Cities of Brentwood, Burbank, Concord, Clayton, Duarte, Los Altos, Martinez, Monrovia, Newark, Pleasant Hill, Rialto, Rio Vista, and West Sacramento Currently assisting or directly assisted with SB 1383 implementation, including direct engagement with purchasing staff from all departments, oversight of and direction for the hauler's implementation of SB 1383 requirements as negotiated by Rose (in the cases of Los Altos, Concord, Pleasant Hill, and Rialto, which each included universal roll -out of organics containers to all customers), and preparation and maintenance of the implementation record. Rose has held or holds regular meetings with each City to review and discuss all aspects of their solid waste management programs. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 Claire Wilson Sr. Managing Consultant, Project Support About Claire Wilson brings her background in public policy, experience in research and data analysis, and community outreach and education and applies it to the wide range of R3's solid waste planning projects. She is experienced in high diversion planning and implementation, specializes in community and stakeholder engagement strategies for their communities. Claire has also assisted with the revision of municipal ordinances to update and clearly define diversion goals and other high diversion strategies. She recently completed her Master of Public Policy program at UC Berkeley In May 2024 where she is focused on applied policy analysis and practice, program evaluation, sustainable food systems. Education & Certifications Master of Public Policy, Goldman School of Public Policy University of California, Berkeley Bachelor of Science in Environmental Studies University of California, Santa Barbara Zero Waste Community Associate Certification Zero Waste USA Relevant Experience Solid Waste Franchise Agreement Negotiations I City of Santa Clarita Claire provided analytical support and was a member of the City's negotiation team for their competitive RFP process for solid waste services. She drafted deal points, developed agendas, and supported drafting of contract terms and conditions for all agreements. She provided key support in drafting summaries of the proposals and analyzing proposed rates. Upon the City Council's decision selecting their preferred program, Claire supported the City in executing the final agreement. After execution of the original contract, Claire was the lead analyst for the City when the City's designated landfill closed in January 2025. This event triggered an Extraordinary Rate Increase process and Claire worked with the City's hauler to review, analyze, and confirm the financial outcomes from the landfill's closure. She supported negotiations with the hauler, drafted amendment and agenda report language, and supported the City in the successful passage of amendment and subsequent rates. Solid Waste Support Services I City of Vallejo Claire has worked with the City for over five years on many aspects of their solid waste system. Her work began after the City began it's new term with their Franchise Agreement. She worked with the hauler to develop reporting systems, manage the contract effectively, and respond when customer issues came up. Claire has also assisted the during a corrective action plan process with CalRecycle to achieve AB 1826 compliance including development of exemption forms, compliance letters, tracking sheets, and scripts' and a clear action plan that identified responsible entities and actions to be taken. For Sb 1383 implementation, she drafted changes of the Municipal Code for mandatory organics collection, helped to negotiated a Franchise Agreement amendment for services. She now provides the City with support on all aspects of the solid waste system, regularly meeting with staff, reviewing reporting, and helping to ensure compliance with CalRecycle. City of Tustin I Solid Waste Consulting Services not included in page count, per RFP h3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 Relevant Experience Continued SB 1383 Solid Waste Management and On -Call Services I Cities of Union City, Turlock, Dixon, Brentwood, Santa Rosa, Dinuba, Citrus Heights, Concord, Glendale, Irwindale, Monrovia, Riverside, Westlake Village; and the Town of Corte Madera and Las Gallinas Valley Sanitary District Claire is currently the project manager and lead on our engagements with the Cities of Turlock, Dixon, Dinuba, and Union City for SB 1383 implementation activities. As part of these project, she helps manage edible food recovery programs, recordkeeping, procurement, tracking outreach activities, confirming and visiting Tier 1 and 2 generators and FROs, and assisting in the development of their enforcement strategy. Additionally, she provides support in preparing compliance documentation for CalRecycle, collaborating with the franchised haulers, reviewing annual rate reviews, and providing other general assistance with solid waste —related issues as requested. Negotiations for Solid Waste Services I Cities of Berkeley, Cerritos, Corte Madera, Healdsburg, Palo Alto, and Vallejo, Counties of Marin and Ventura, and Towns of Atherton, and San Anselmo, and Yuba Sutter Regional Waste Management Authority Claire has led or assisted negotiations to add SB 1383-services (mandatory recycling and organics), updated terms and industry best practices, and new programs for 11 jurisdictions. She assisted the Agencies with negotiations, drafted and tracked deal points, developed new rates to encompass new services, drafted staff reports, and presented at public meetings for adoption. For many of these Agencies, she led the drafting of the updates to the franchise agreements. Procurement Services I Cities of Pomona and Rosemead and County of Santa Clara Claire assisted as project support with a variety of different function for various procurement processes. She worked to develop the City of Rosemead's deal points and detailed summaries for each proposal submitted. For the County of Santa Clara, she assisted in the development of the franchise agreement and worked with staff to fine tune deal points and desired services before the RFP was released. For the City of Pomona, Claire lead in -person community meetings for residents and businesses to better understand the RFP process, voice concerns, and provide feedback for desired services to be included in a new franchise agreement. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 Jordan Lane Managing Consultant, Project Support About Jordan Lane brings more than nine years of progressive experience in California's solid waste and recycling sector, with deep expertise in managing municipal waste programs, interpreting regulatory requirements, and supporting agencies through major operational and contractual transitions. Her background includes serving as Deputy Director of Sustainable Resource Management and Government Relations for the San Luis Obispo IWMA, where she oversaw programs across 20 jurisdictions and coordinated compliance, hauler performance, and regional initiatives. At R3, Jordan is involved in complex, high -impact projects ranging from negotiating long-term franchise agreements to developing waste program guidelines, conducting compensation and rate benchmarking studies, and performing detailed hauler audits. She regularly provides on -call technical support to cities and counties statewide, assisting with day-to-day operations, data management, policy development, and SB 1383 compliance. Education & Certifications Bachelor's of Science, Biology UC San Diego Relevant Experience » Hauler Audit Performance, Fees and Legislative Compliance I City of Glendale Worked with the City and its permitted haulers to audit diversion and financial data via review of gross receipts, tonnage, AB 341, AB 1826, and SB 1383 data. Audits include virtual site visits and regular correspondence with the permitted hauling companies hauling waste non - exclusively in the City of Glendale. On -Call Consulting Services I City of Citrus Heights Currently assisting the City with implementing strategies to meet the requirements of SB 1383 including maintenance of the City's records, coordination of reviews and inspections, and completion of State compliance reports. She represents the City in meetings with State representatives and serves as liaison between the City and their haulers. » On -Call Interim Executive Director Support I Yuba Sutter Regional Waste Management Authority* Currently providing ongoing support to the Interim Executive Director by coordinating staff deliverables, assisting with staff oversight, and helping advance organizational priorities. Jordan helps oversee grant management from application to reporting and compliance tracking; contributes to policy development and provides support for SB 1383 compliance by further developing the agency's implementation record and coordinating required documentation with member agencies and haulers. Her role helps strengthen overall operational efficiency and regulatory readiness across the agency. City of Tustin I Solid Waste Consulting Services not included in page count, per RFP h3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 Relevant Experience Continued >> Solid Waste Program Guide and Introduction Packet I City of Rio Vista Led the development of a comprehensive Solid Waste Program Guide for the City of Rio Vista, designed to ensure continuity of operations and support long-term succession planning. The guide consolidates program requirements, workflows, regulatory obligations, and operational procedures into a single, accessible resource for all solid waste staff. In creating this document, Jordan analyzed existing practices, integrated state and local compliance requirements, and organized information into a clear, functional structure that supports both day-to- day operations and staff onboarding. The resulting guide serves as a dynamic and easily updated reference tool, strengthening institutional knowledge, improving consistency across staff roles, and enhancing the City's overall ability to manage its solid waste programs effectively. Solid Waste Rate Survey I City of Menlo Park Performed a solid waste rate survey for the City of Menlo Park, analyzing residential, multifamily, and commercial rates across all jurisdictions in San Mateo and Santa Clara counties. This project involved collecting, verifying, and standardizing rate data from multiple agencies; identifying structural differences in service models; and assessing how Menlo Park's rates compare within the regional landscape. Jordan organized complex information into a clear, accessible format that supported policy discussions, rate planning, and long-term financial strategy. The final survey provided Menlo Park with a detailed, data -driven benchmark tool that enhanced transparency, informed rate review processes, and strengthened the City's understanding of regional solid waste cost drivers. Master Services Agreement I City of Westlake Village Currently assisting the City in bringing businesses into compliance with SB 1383 edible food generator standards, reducing organics contamination in the commercial sector, and providing on -site inspection services. Concurrently, she is leading an effort to restate the City's Construction and Demolition Debris management program including revision of the existing guidelines, training to current staff, enhancing communication between stakeholders and guiding implementation of the new program. *denotes completion with prior organization Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 Jordan Muratsuchi Managing Consultant, Project Support About Jordan Muratsuchi has10+ years of government -community relations and solid waste, recycling, and experience. Prior to joining R3, he was the Executive Director of an environmental nonprofit, focused on waste management and community engagement, and oversaw the financial planning. He combines his fiscal awareness with a diverse comprehension of environmental management. As a Managing Consultant for R3, Jordan combines his strong analytical skills with regulatory knowledge to develop cost-effective programs for clients. He is solution -focused and well -versed in working with governmental, business, and community stakeholders and clients. He regularly conducts varying governmental fee studies, cost -of -service and other financial analyses, and assists clients in understanding the future implications of different budgeting policies related to fees and rates. Jordan is solution -minded and believes in tailoring results to the unique conditions of individual communities. Education & Certifications • Master of Science, Natural Resources & Environmental Management University of Hawaii, Manoa • Bachelor of Science, Civil Engineering (Environmental Concentration) University of Michigan • Certified Manager of Zero Waste Relevant Experience Solid Waste Regional Rate Setting 110 Agencies within San Luis Obispo County Currently developing a regional -scale rate application methodology for 10 agencies within the County and their franchised hauler. This engagement will produce a single rate setting methodology combining all 10 agencies, replacing the current rate setting manual developed in 1994 which has been independently applied to each agency. The new regional rate setting will be simpler, incorporate new industry standards, stabilize rate adjustments, and overall lead to a more transparent process. RFP and Procurement Assistance I City of Rancho Cordova Assisted in the technical evaluation of proposal responses to the City's RFP for a residential franchised hauler. This involved reviewing and documenting proposed operations, transition plan, diversion and sustainability plans, safety and customer service plans, and all other aspects of the proposed franchised collection system. Financial and greenhouse gas analyses were conducted to further evaluate proposals based on City -designated criteria. Franchise Agreement Negotiation Assistance I City of San Luis Obispo Assisting the City in negotiation a new franchise agreement by providing support and analysis on contract "deal points" and evaluating the responses and calculations presented by the City's franchised hauler. Additionally, he is providing the City with direct negotiation support as needed. City of Tustin I Solid Waste Consulting Services not included in page count, per RFP h3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 Relevant Experience Continued >> Landfill and MRF Operations RFP Preparation I Western Placer Waste Management Authority Produced a request for proposals (RFP) for future operation of the Authority's landfill and material recovery facility. Currently conducting strategic planning including evaluating the future needs of the Authority based on legislative requirements and trends in waste generation to solicit proposals that will build upon current infrastructure. Solid Waste Rate Study/Cost of Service Study I City of Pomona Reviewed the City's solid waste collection and billing operations for efficiency and comparison to industry standards. Analyzed the status of the City's solid waste enterprise and general fund as well as the potential impact if the City were to outsource residential operations. Provided recommendations to the City if they wish to maintain their municipal operation as well as if they were to outsource operations. Solid Waste Rate Study I City of Tulare Currently conducting a solid waste rate study as a follow up to R3's previous rate study with the City that resulted in cost-effective rates and supplied the City with sufficient resources for the past seven (7) years, beyond the proposed 5-year rate schedule. This engagement will produce a 10-year financial rate model for City use, including an updated 5-year schedule of rates that will provide the best value to ratepayers while continuing to ensure financial sustainability for the solid waste enterprise fund. Performance Review I City of West Sacramento Conducted an in-depth operational performance review of the City's franchised hauler, including onsite evaluation of yard operations, morning launch and pre -trip inspections, and in -field collection activities. Assessed management practices, safety protocols, and overall operational effectiveness. Verified compliance with franchise agreement requirements and identified specific areas for improvement to enhance service quality and efficiency. Operations and Performance Review I City of Manteca Currently reviewing the City's solid waste operations and conducting an operational performance review, investigating the safety, customer service, and productivity of the City's operations. This review is intended to update the City on the current condition of their operations and the comparison to industry standards. The result will be a detailed report that includes recommendations for operational improvement. Solid Waste Rate Study I City of Merced Currently developing a 10-year financial rate model for the City's solid waste enterprise fund, including a 5-year rate plan that will ensure financial sustainability and the best value for rate payers. This engagement has involved working with staff to identify and incorporate costs into the rate model, while maintaining sufficient resources for unexpected fund incurrences. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 Sarah Koplowicz Sr. Consultant, Project Support About Sarah Koplowicz has been working in the solid waste management industry for over 17 years, with a focus on zero waste programs and policies. She spent more than ten years working in event production providing zero waste management to millions of people throughout the state of California, performed dozens of waste audits and waste characterization studies, and has provided environmental sustainability training and education to businesses, residents, and municipalities. Since joining R3, Sarah has worked with 60+ jurisdictions across California on a range of solid waste projects, including compliance with and enforcement of state laws such as SB 1383, AB 341, and AB 1826, monitoring hauler compliance with franchise agreements, negotiations and procurement, operational reviews, and outreach and education tailored to individual communities. Education & Certifications Master of Science in Environmental Management University of San Francisco • Bachelor of Arts University of California, Davis • Certified Manager of Zero Waste Relevant Experience Solid Waste Collection Agreement Services I Cities of Richmond and San Pablo Recently worked with the cities to draft a Request for Proposal and new draft Franchise Agreement, select a hauler, and negotiate the terms of the final Franchise Agreement for both cities. Conducted a comprehensive review of the existing Franchise Agreements, amendments, and other relevant agreements with the existing waste hauler. Final negotiations included the addition of electric collection vehicles for residential routes for both cities. Conducted a Franchise Fee study for the City of San Pablo and currently in process for City of Richmond. • C&D Processing Facility RFP I City of Sunnyvale Currently assisting the City with drafting a Request for Proposal and agreement for a facility to provide construction and demolition (C&D) debris processing. Helping the City identify key priorities and defining terms, including third -party verification of C&D facility diversion rates, distance of facilities from the City and its existing solid waste hauler, and ability of facility to meet or exceed CALGreen diversion minimum requirement of 65%. Providing further support in selecting a facility or facilities that meet the priority selection criteria for the City and negotiating the final terms of the agreement(s). • Performance Review I City of Citrus Heights Currently assisting the City with conducting a performance review of the franchised solid waste hauler for residential collection services. The review includes a billing and city fees audit, to City of Tustin I Solid Waste Consulting Services not included in page count, per RFP h3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 Relevant Experience Continued check that residential customers are being charged correctly for the approved rate schedule, and that the hauler is paying the City the correct amount of franchise and other fees. Further checked the City's GIS parcel listings of residential addresses against the hauler's subscription list and identified addresses that do not currently have service from the hauler as required by the franchise agreement, as well as residential customers that do not have 3-container services with organics and mixed recycling. Further reviewed compliance with the franchise agreement such as annual reporting, whether the vehicle inventory was upgraded to CNG fuel vehicles and new routes for organics as required, and the accuracy of reported diversion rates reported in 2024. Also supporting the City in its current negotiations with the existing hauler and potential RFP procurement process if negotiations are not successful. SB 1383 Implementation Services and On -Call Support I City of Albany Sarah leads R3's effort by providing comprehensive services to support the City in achieving compliance with SB 1383 requirements and other solid waste programs and policies. This includes conducting a compliance gap analysis, updating Municipal Code as needed, ongoing compliance reports to CalRecycle, negotiating a new franchise agreement with the hauler to help meet all requirements of state laws, creating a plan and tracking tool for procurement of recovered organic waste products, updating internal purchasing policies, producing materials for outreach and education, oversight of edible food recovery and technical assistance to commercial/MFD sector, conducting route reviews, creating a recordkeeping and reporting system, and other ongoing support as needed for achieving full compliance with state laws. Currently acting as City solid waste staff in an ongoing capacity, including contract management of the new Collection and Disposal agreements. Solid Waste Rate Review I Cities of San Luis Obispo, Arroyo Grande, Avila Beach, Cambria, Cayucos, Grover Beach, Los Osos Community Services District, Nipomo Community Services District, Oceano, and Pismo Beach Recently assisted the ten jurisdictions in San Luis Obispo County in conducting a rate adjustment review based on the recently negotiated and adopted rate review methodology with their franchised waste hauler. Reviewed the index -based rate adjustment applications from the hauler customized for each individual jurisdiction, to confirm that correct calculations were applied as specified in the annual rate setting methodology described in the 2025 amendments to each franchise agreement. Calculations include CPI increase based on the Water -Sewer -Trash index with a 2% floor and 5% ceiling, as well as adjustments to the hauler's compensation, revenue requirement, and franchise fees paid to the jurisdictions. Identified one error in the rate applications that the hauler corrected. Drafted and submitted final reports to each jurisdiction describing the methodology used and future changes that the jurisdictions will need to conduct future rate application reviews. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 Maryann Hulsman Sr. Consultant, Project Support About Maryann Hulsman brings two decades of project management experience in a wide range of mission -driven projects, including environmental planning, non-profit fundraising, and event production. She provides effective, thoughtful communication, and is able to solve problems and lead teams through complex situations. She has a long - held and ardent relationship with waste diversion and environmental consulting. Maryann first began engaging with California waste management policy and operations while in college, then worked for eight years compiling CEQA, NEPA, and water permitting documentation for a broad assortment of clients in the Central Valley and Bay Area. She has written, edited, and compiled large EIRs and EISs for water, transportation, mining, and general plan projects for public agencies and utility districts. She has managed financial, libraries, deadlines, data flow, and communications for teams large and small, with a specialty in consensus -based and decentralized hierarchies. Education & Certifications Master of City Planning, Emphasis in Community Development Massachusetts Institute of Technology Bachelor of Science, Environmental Policy Analysis and Planning Relevant Experience RFP for Solid Waste Collection Agreements I Cities of Richmond and San Pablo R3 provided assistance with a competitive RFP to secure new solid waste collection agreements. Maryann prepared a model franchise agreement template for the RFP, drafting extensive new language to accommodate numerous requirements from both cities, and then took that document through two parallel negotiation processes for both cities. She also acted as primary documentarian and communications point person during both negotiations processes, tracking deal points and updating agreement language as needed. • On -Call Consulting & Hauler Transition Assistance I City of Sebastopol Assisted with all steps of procurement, from the start of the RFP process through award of contract. In particular, she wrote the RFP and the accompanying model Franchise Agreement, then shepherded the Franchise Agreement document through negotiations, edits, and finalization. In the process, she worked closely with the City Council's ad -hoc committee and City staff, assisting with the interview, evaluation, and selection process. Subsequent to adoption of the resulting agreement, she then assisted the City with a controversial transition from the incumbent hauler to the new hauler, providing advice regarding communication strategy and helping to keep relationships positive. • Negotiations & Fee Study Support I City of Suisun City Assisted the City with the negotiations for a new franchise agreement. She prepared a new franchise agreement for the negotiations, integrating the City's existing programs with the City's requests for new conditions as well as R3's recommended best practices. She also City of Tustin I Solid Waste Consulting Services not included in page count, per RFP h3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 Relevant Experience Continued prepared a comparison of several franchise agreement scenarios, and tracked negotiation deal points while advising on direction in order to keep the City focused on their overall goals. • Performance Review I City of Los Altos R3 recently undertook a performance review of the City's hauler, Mission Trail Waste Systems, on behalf of the City. Maryann reviewed the City's franchised hauler's customer service and education/outreach practices, and then acted as co- editor of the performance review report. • On -Call Consulting Services I City of Los Altos Currently providing ongoing assistance and advice to the City as City staff strive to meet and exceed their goals related to implementation of SB 1383, particularly including guidance regarding outreach materials. She prepared the City's 2022, 2023, and 2024 Electronic Annual Reports (EARs) for submittal to CalRecycle. She is also currently leading a corrective monitoring process to support the franchised hauler's progress in making adjustments based on a recent performance review. • Merging Solid Waste Agreements I City of San Luis Obispo Assisted the City by collating together three existing franchise agreements for residential and commercial collection service into a single streamlined franchise agreement for the City to use moving forward. She did the collation, meticulously merging three documents, which had been written using multiple different base templates. • On -Call Consulting Services I City of Duarte Provided ongoing assistance and advice as City staff strove to meet and exceed their goals related to implementation of SB 1383. She helped with the City's 2024 Capacity Planning for both Organic Waste Recycling and Edible Food Recovery, and she prepared the City's 2023 and 2022 Electronic Annual Reports (EARs) for submittal to CalRecycle. • Consulting Services to Audit Performance I City of Glendale Conducted audits of the four franchised haulers' customer service, education/ outreach, and waiver programs, then acted as primary author and editor of the entire franchised haulers' audit report, reviewing and editing each component section and preparing a cohesive, clear document for City staff. She also prepared financial and tonnage analysis for R3's audit of the City's permitted haulers. • Performance Review I City of West Sacramento R3 recently undertook a performance review of the City of West Sacramento's hauler, WM, on behalf of the City. Maryann performed the in-depth customer service review and assisted with the education and outreach review and operational review. She then acted as primary author of the resulting report. • Performance Review I City of Woodland Provided review and quality assurance for the report that provided the results of R3's performance review of WM. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 TREVOR BLYTH E Eco Title: President Time with EcoNomics, Inc.: 20 years Education: BS in Environmental Science, University California, Santa Barbara, 2006 MBA in Sustainable Management from Presidio Graduate School, 2014 Specialization: Project Management, SB 1383 Implementation Planning, CalRecycle Compliance Management and Troubleshooting, Grant Reporting Oversight, Monthly Meeting Oversight Trevor Blythe is the owner and President of EcoNomics, Inc., a sustainability consulting firm located in Southern California, and has over 19 years of experience in the sustainable materials management industry for both local government and corporate clients. Trevor provides direct technical assistance to EcoNomics' municipal government clients to assist with rate impact analyses and studies, the implementation and expansion of municipal -scale organics recycling programs, as well as management of hauling contracts to ensure compliance with state and local sustainability laws and mandates, including California's Senate Bill 1383. He has been working with the City of Tustin since 2006 and has assisted the City with a wide range of consulting services, including field implementation of AB 341, AB 1826, and SB 1383, contract management, competitive procurement processes in 2007 and 2018, rate reviews, CalRecycle compliance reporting, education and outreach development, and assistance with operational issues. Recently, Mr. Blythe supported the City of Laguna Beach in developing a competitive RFP for solid waste and recycling collection services. The RFP was designed to align with the City's forward -thinking sustainability goals and meet State diversion requirements. Key features included the electrification of the collection fleet, the integration of IoT technology to monitor bin fullness and contamination levels, and an innovative rate structure that incentivizes waste reduction and minimization for both businesses and residents. Mr. Blythe has extensive experience designing and modeling rate structures to assess the revenue impacts of changes in service offerings required to expand recycling and organics programs, ensuring compliance with state laws and the achievement of local sustainability goals. To this end, he has used waste characterization data gathered from restaurants to develop strategic tools to guide franchise - operated locations with optimizing solid waste, recycling, and organics recycling services based on readily available annual store revenue data. Mr. Blythe holds a Master of Business Administration (MBA) in Sustainable Management from Presidio Graduate School in San Francisco, one of the first and only graduate -level institutions to offer an MBA where sustainability is integrated throughout the entire course curriculum. During his coursework at Presidio, Trevor explored market -based solutions for returning key nutrients from organic waste back to the soil. He holds a Bachelor of Science in Environmental Sciences from the University of California, Santa Barbara with an emphasis on Geographic Information Systems. Mr. Blythe has taught two courses as adjunct faculty in the Sustainability and Resource Management program at Irvine Valley College; SRM 95 — The Business Case for Sustainability and SRM 90 — Sustainability for Communities. He is the recipient of Waste360's 2024 40 Under 40 Award, recognized as an inspiring professional making a significant contribution through his work in waste, recycling, food waste, and organics. City of Tustin I Solid Waste Consulting Services not included in page count, per RFP h3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 ASHLEY NORSETH Eco Title: Director of Compliance Implementation Projects Education: BA in Environmental Studies, University of California, Santa Barbara, 2018 Specializations: Operations, Compliance, Implementation, Hauler Contract Management Ashley Norseth joined the EcoNomics Team in early 2022 to assist with SB 1383 compliance implementation projects and transitions. Since 2022, Mrs. Norseth has assisted the City of Tustin with managing its hauling contract with CR&R and has supported the City with implementing the Corrective Action Plan (CAP) requirements to align with SB 1383. In close coordination with the City, Ashley helped ensure the City successfully completed its CAP by attaining full multi -family compliance with the requisite 3-container collection amongst 250 accounts by 2024. Mrs. Norseth brings experience from North America's largest waste hauler where she began as a Recycling Coordinator and rapidly promoted to Orange County's Public Sector Manager. In her role as a Recycling Coordinator, she gained expertise on California recycling legislation and assisted numerous municipalities with increasing AB 341, AB 1826, and SB 1383 compliance. She gained an in-depth knowledge of hauler operations, and she became skilled in customer service and project management. Mrs. Norseth has designed and implemented educational programs and presentations in print, digital and in person format for City-wide usage. As she accelerated into her role as Public Sector Manager, she gained further experience serving as the company representative for local officials, community stakeholders, non -profits and businesses, and residents. She has managed multiple large-scale municipal franchise hauler contracts and various non-exclusive agreements in Orange County, including the cities of Irvine, Mission Viejo, County of Orange Unincorporated, Santa Ana, Laguna Beach, Laguna Woods, Newport Beach, and Costa Mesa. She has participated in numerous Requests for Proposals and has overseen an SB 1383 contract transition in the City of Mission Viejo, City of Laguna Beach and the County of Orange Unincorporated. In her role at EcoNomics, she has assisted the City of Anaheim in implementing its SB 1383 program city-wide, managing its public education and outreach campaign with the hauler and overseeing auto -enrollment and right -sizing efforts. She has also assisted client cities with hauler contract management, state reporting (including CalRecycle Corrective Action Plans), and development of city-wide SB 1383 procedures and policies. Mrs. Norseth holds a Bachelor of Arts degree in Environmental Studies from the University of California, Santa Barbara, with an emphasis on Geography and Sustainable Communities. During her final year, she traveled to Costa Rica to work as a Field Researcher with the School for Field Studies. Mrs. Norseth is based in the EcoNomics Santa Ana office and is currently assisting the cities of Irvine, Tustin, and Anaheim. Her background and knowledge of the City's current hauler and SB 1383 program implementation will allow her to provide valuable insight during the City's transition to SB 1383 compliant programs. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 IAN BEVAN, MBA Title: Compliance Reporting Coordinator Time with EcoNomics, Inc.: 12 years Education: BA in Political Science, San Diego State University, 2008 MBA in Sustainable Management from Presidio Graduate School, 2012 Specialization: CalRecycle Compliance Reporting (EAR and Form 303) ALN Eco Ian Bevan joined EcoNomics in June 2013. He is our team lead on preparing the Electronic Annual Report and the Form 303 submittal for 8 of our client cities. Mr. Bevan responsibilities include requesting key data from multiple entities and crafting a narrative highlighting our client cities' compliance efforts for CalRecycle in these reports. Ian has assisted the City of Tustin with filing its Electronic Annual Report since 2014 and has experience filing 12 EAR submittals for the City (2013 — 2024). Mr. Bevan also has extensive experience with implementing commercial and multi -family recycling programs for several cities including Anaheim, Laguna Hills, Mission Viejo, San Juan Capistrano, and Tustin. Ian specializes in developing cost-effective waste diversion programs that help businesses meet compliance requirements. He has conducted site audits at hundreds of commercial and multi- family properties to assess the feasibility of implementing diversion programs. He uses information gathered at site audits to develop customized cost -saving waste reduction programs that fit the unique needs of each property, from split trash and recycling bins to specialized enclosure signage and outreach. Ian has also worked with large retail operations to implement organics waste diversion programs and to manage increases in trash and recyclables during the holiday season using novel and innovative outreach and public education approaches. He has experience working with the City of San Diego Environmental Department managing the construction and demolition ordinance. In this capacity, Mr. Bevan worked with contractors to ensure they met or exceeded the City's 50% diversion requirement for construction and demolition waste. Mr. Bevan leveraged his experience as an on -campus sustainability advocate at San Diego State University to found a non-profit company committed to facilitating grassroots, student -led sustainability programs at colleges and universities. Mr. Bevan holds a Bachelor Degree in Political Science from the San Diego State University. He received his Master of Business Administration from the Presidio Graduate School in San Francisco in December 2012. City of Tustin I Solid Waste Consulting Services not included in page count, per RFP h3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 In an effort to reduce paper usage, this page has been left blank for double -sided printing purposes. If printing, please consider using 100% recycled paper. Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1 F5 REFERENCES 1. City of Santa Clarita Ms. Laura Jardine, Administrative Analyst 23920 Valencia Boulevard, Santa Clarita, CA 91355 661.255.4376 1 Ijardine@santa-clarita.com Dates: February 2025 — July 2025 Amendment Negotiations Assistance R3 was engaged to conduct a competitive procurement RFP process. R3 developed the RFP and associated collection agreement and assisted with the next steps of review and evaluation, interviews and negotiations, and recommendation of award. R3 addressed the following in our review of the City's Agreements: adequacy of City's solid waste collection programs and services, performance standards and operational requirements, compliance and reporting requirements related to state legislative mandates, and addition of street -sweeping services. The review also covered rate -setting methodology and adjustments for changes in recyclables markets and organics processing, establishment of realistic and verifiable diversion requirements, customer outreach and education program and customer service practices, disposal and processing facilities available currently and long term, and hauler reporting requirements, term and extension provisions, and contamination and overage protocols. Additionally, R3 examined vehicle and container replacement practice. 2. City of San Juan Capistrano Mr. Charles View, Deputy Public Works Director 32400 Paseo Adelanto, San Juan Capistrano, CA 92675 949-443-6322 1 cview@sanjuancapistrano.org Dates: 2023 — Current Ongoing Project OCWR System Agreement Evaluation and Negotiation Support R3 is assisting the City in its comprehensive review and negotiation of Orange County Waste and Recycling's (OCWR) proposed Waste Infrastructure System Enhancement (WISE) Agreement and potential updates to the existing Cooperative Agreement. This work includes analyzing the County's long-term system design, evaluating implications for the City's disposal access and financial obligations, and assessing how proposed terms align with the City's solid waste and recycling goals. R3 is supporting the City Manager and Public Works leadership by reviewing key contractual provisions, examining OCWR's system projections and cost structures, and identifying strategic considerations that could affect the City's long-term position within the regional solid waste system. These efforts have helped the City clarify priorities, understand potential risks and opportunities, and develop a negotiation strategy grounded in data, fiscal analysis, and community objectives. In addition to OCWR agreement support, R3 conducted a focused assessment of City of Tustin I Solid Waste Consulting Services 14 Z3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1 F5 CR&R's management and reporting of stable waste materials. This work included reviewing documentation related to diversion claims and contracted service requirements, meeting with the City and its hauler to confirm expectations, and outlining potential options for addressing areas of concern. This analysis served to supplement the City's broader evaluation of its solid waste system and inform policy discussions. Together, these efforts provide the City with a clearer understanding of regional system dynamics, cost implications, and contractual pathways, strengthening its ability to make long- term decisions and represent community interests in ongoing discussions with the County and its contracted hauler. R3 previously assisted the City in a solid waste franchise contractor negotiation process as well, completed in 2020. This included negotiating industry best practices and regulatory requirements into its franchise agreement with CR&R. 3. City of Sebastopol Ms. Mary Gourley, Assistant City Manager/City Clerk 7120 Bodega Avenue, Sebastopol, CA, 95472 707.823.1153 1 mgourley@cityofsebastopol.gov Dates: February 2024 —August 2025 RFP Procurement and Transition Assistance R3 to led a comprehensive procurement process and provide expert support in securing a new solid waste franchise agreement. Following unsuccessful negotiations with the incumbent hauler, whose proposal included steep rate increases of up to 57%, the City turned to R3 to assist with a competitive Request for Proposals (RFP) process. R3 worked closely with City staff, an ad hoc Council committee, and an evaluation panel to develop procurement documents, evaluate proposals, and negotiate agreement terms. The outcome was a new 15-year franchise agreement (plus two 5-year extensions at the City's option), featuring lower base service rates for most customers, elimination of cross -subsidies, and enhanced services including bulky item pick-up, event services, and right -sizing outreach for commercial and multi -family generators. R3 was also contracted to provide technical and management support throughout the transition period to ensure continuity of service and a smooth onboarding. R3's role included designing and releasing a well -structured RFP with clear rate and service specifications and facilitating the formation and operations of the City's proposal evaluation panel. R3 conducted a robust, criteria -driven review and scoring process of proposals and supported negotiations with the top -ranked proposer, SCRR. Additionally, R3 evaluated detailed rate proposals under multiple pricing structures and confirmed compliance with Proposition 218, while assisting in securing nearly $300,000 in cost reimbursements from SCRR for RFP and transition support. 4. City of Lake Forest Mr. Chris Groves, Administrative Services Manager 100 Civic Center Dr, Lake Forest CA 949.461.3571 1 cgroves@lakeforestca.gov EcoNomics Dates: 2021 - 2024 RFP Procurement and Diversion Program Design EcoNomics was engaged by the City of Lake Forest in 2012 and again in 2021 to conduct an RFP for a new collection contract. Between 2021 and 2024, EcoNomics assisted the Cities of Lake Forest and Laguna Hills with a joint procurement process, which share a contiguous border. The RFP process required the proposers to quantify operational efficiencies and cost i�3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 savings gained from servicing both cities as a single service area. The efficiencies gained by servicing both cities reduced the aggregate rates by over $300,000 per year. The RFP process included diversion program design, writing of new contract, writing RFP; managing RFP process, proposal evaluation, contract award, contract monitoring and management; Prop 218 notification assistance for rate adjustments; design and rollout of AB 341 and AB 1826 and SB 1383 compliance programs including commercial food scrap and edible food recovery programs. EcoNomics assisted the City with transition to a new contract after both procurements. EcoNomics is currently engaged to assist with SB 1383 compliance. Additional Relevant Project Experience Since 2002, our team is proud to have served hundreds of jurisdictions throughout California. Below, we have compiled a sample list our team has worked on in the last five years. in Procurement Assistance Negotiation Assistance Financial Study Legislative t Compliance Performance Review City of Banning X X X City of Beaumont X X X X City of Carson X X City of Downey X X X X X City of Eastvale X X X City of El Cajon X X X City of Norco X X X City of Petaluma X X X X City of Piedmont X X X X City of Pomona X X X X X City of Rancho Cordova X X X X X City of Richmond X X X City of Rocklin X X X City of Rohnert Park X X X City of Rolling Hills Estates X X X X X City of Rosemead X X X City of San Bernardino X X X X City of San Juan Capistrano X X X X City of San Luis Obispo X X X City of Santa Barbara X X X X City of Santa Clarita X X X X City of Santa Monica X X X City of Sebastopol X X X X City of Temple City X X X X X City of Thousand Oaks X X X X City of West Sacramento X X X X County of Placer X X County of Ventura X X X City of Tustin I Solid Waste Consulting Services 15 Z3 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 • • REDDING T-) • (• • • (((• c <<(w(((•K(••( (Z) E NCISCO • (0 L' , k (Z) (a (• (((• R3 Firm Experience Map Legend Solid Waste Planning O Procurements / Negotiations O Financial Studies / Rate Reviews • Compliance Planning / Implementation O Operational / Performance Reviews O RESNO ® O (*((D • BAKERSFIELD • (•(• C) • uc• (Z) E• c ( (r(• • N M • (DO PALM SPRINGS Z5 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 FEE PROPOSAL Our team proposes to complete Tasks 1-5, Years 1-2 for a not -to -exceed fee of $329,290. Table 1, below, shows the standard rates that will remain constant for the entire duration of the engagement. Our not -to -exceed fee proposal is robust and contemplates as many as eight proposals in providing the requested services to the City. Actual fee billings may be less than proposed. Table 2, on the following page, provides a summary of the total not -to -exceed fee breakdown by task. The additional fee to prepare for and attend a City Council (or other stakeholder) meeting is $2,880. No markup is included or proposed on subconsultant rates. Any additional consulting services beyond those proposed will be charged at the standard rates shown in Table 1. Fees for work completed will be billed monthly at the first of each month, for the preceding month, and are due within 30 days of the invoice date. Table 1 Standard Rates CLASSIFICATION RATE R3 Consulting Group, Inc. Principal / Sr. Director $ 340 / hour Director $ 305 / hour Sr. Managing Consultant $ 265 / hour Managing Consultant $ 240 / hour Sr. Consultant $ 220 / hour Consultant $ 200 / hour Associate Consultant $ 185 / hour Expert Witness 1.5x Rates Listed Above EcoNomics, Inc. President $ 255 / hour Project Director $ 205 / hour Reporting Manager $ 165 / hour Sustainability Specialist $ 135 / hour Lodging and meals Direct cost 7 Travel - Private or company car At Current Federal Rate Travel - Other Direct cost Delivery and other expenses Direct cost City of Tustin I Solid Waste Consulting Services P13 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 Table 2: Summary of Total Not -to -Exceed Fee Breakdown by Task* 5-YEAR SUMMARY FW -Al Task 1.1 Kick -Off Meeting YEAR I 2026-27 A $ 51900 YEAR 2 2027-28 $ YEAR 31JOE2AR4 2028-29 $ JJOE3AR5 0 $ 1 $ 5-YEAR BUDGET $ 5,900 % OF PROPOSED BUDGET 2% Task 1.2 Review Agreement and Provide Recommendations $ 9,990 $ $ $ $ $ 9,990 3% Task 2.1 Develop a New Solid Waste Franchise Agreement $ 37,790 $ $ $ $ $ 37,790 11% Task 2.2 Prepare Qualifications and Identify Eligible Providers $ 13,635 $ $ $ $ $ 13,635 4% Task 2.3 Prepare Criteria and Methodology to Evaluate Proposals $ 14,740 $ $ $ $ $ 14,740 4% Task 2.4 Prepare RFP Package $ 37,440 $ $ $ $ $ 37,440 11 % Task 3.1 Evaluate Proposals $ 62,420 $ 15,980 $ $ $ $ 78,400 24% Task 3.2 Rate Modeling and Financial Impact Analysis $ 16,220 $ 6,295 $ $ $ $ 22,515 7% Task 4.1 Agreement Negotiations $ $ 28,650 $ $ $ $ 28,650 9 % Task 4.2 Finalize New Agreement $ $ 13,150 $ $ $ $ 13,150 4% • Task 5.1 Solid Waste Contractor Transition $ 10,890 $ 56,190 $ $ $ $ 67,080 20% • • Task 6.1. Program Implementation Tracking $ 8,800 $ 5,400 $ 12,080 $ 5,400 $ 5,400 $ 37,080 12% Task 6.2: Report Review and Evaluation $ 8,925 $ 16,325 $ 16,325 $ 16,325 $ 16,325 $ 74,225 24% Task 6.3: Coordination and Communication $ 6,230 $ 12,460 $ 14,220 $ 14,220 $ 14,220 $ 61,350 19% Task 6.4: Contract Adherence and Performance Monitoring $ 7,450 $ 7,450 $ 7,450 $ 7,450 $ 7,450 $ 37,250 12% Task 6.5: Rate Review and Financial Oversight $ - $ 9,105 $ 9,105 $ 9,105 $ 9,105 $ 36,420 12% Task 6.6: Other Contract Management Support $ 12,745 $ 12,745 $ 14,505 $ 14,505 $ 14,505 $ 69,005 22 % OPTIONAL i Task 7.1: Annual and Periodic Reporting $ 18,820 $ 18,820 $ 18,820 $ 18,820 $ 18,820 $ 94,100 31% Task 7.2: SB 1383 Compliance Tracking $ 8,145 $ 8,145 $ 8,145 $ 8,145 $ 8,145 $ 40,725 14% Task 7.3 Data Management and Record Keeping $ 11,970 $ 11,970 $ 11,970 $ 11,970 $ 11,970 $ 59,850 20% Task 7.4 CalRecycle Review and Audit Support $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 3,750 $ 18,750 6°% Task 7.5 JACE Compliance Review Assistance $ 42,990 $ - $ - $ - $ 42,990 $ 85,980 29% OPTIONAL * For a full breakdown of Years 1-5 fees, please refer to the Excel workbook submitted with this proposal. City of Tustin I Solid Waste Consulting Services P13 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 / AC"R " CERTIFICATE OF LIABILITY INSURANCE PD7TE'MMIDD/YYYY) 01121 /2026 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. 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). PRODUCER CONTACT Tim Barile NAME: Relation Insurance Services, Inc. PAHONri Ext : (916) 415-1930 aC, No E-MAIL tim.barite@relationinsurance.com ADDRESS: 1221 Pleasant Grove Blvd., INSURER(S) AFFORDING COVERAGE NAIC # Suite 180 INSURERA: Sentinel Insurance Company, Ltd. 11000 Roseville CA 95678 INSURED INSURER B : Hartford Accident And Indemnity Company 22357 INSURER C : Hartford Casualty Insurance Company 29424 R3 Consulting Group, Inc. INSURER D : Philadelphia Indemnity Insurance Company 18058 1504 Eureka Rd Ste 220 INSURER E : INSURER F : Roseville CA 95661 COVERAGES CERTIFICATE NUMBER: 24/25 GL/BA/UMB/WC/PL REVISION NUMBER: 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. INSR LTR TYPE OF INSURANCEADDLSUBR INSD WVD POLICY NUMBER POLICY EFF MM/DD/YYYY POLICY EXP MM/DD/YYYY LIMITS X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 2,000,000 CLAIMS -MADE �X OCCUR DAMAGE TO PREM SES Ea oNcE ante $ 1,000,000 MED EXP (Any one person) $ 10,000 PERSONAL &ADV INJURY $ 2,000,000 A Y Y 57SBABG2HHH 11/27/2025 11/27/2026 GEN'LAGGREGATE LIMITAPPLIES PER: GENERAL AGGREGATE $ 4,000,000 X JECT LOC PRODUCTS-COMP/OPAGG $POLICY❑PRO 4,000,000 AICNT $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT Ea accident $ 1,000,000 X BODILY INJURY (Per person) $ ANYAUTO B OWNED SCHEDULED AUTOS ONLY AUTOS Y Y 57UECFM1071 11/27/2025 11/27/2026 BODILY INJURY (Per accident) $ PROPERTY DAMAGE Per accidHent $ HIRED NON -OWNED AUTOS ONLY AUTOS ONLY Uninsured motorist $ 1,000,000 UMBRELLA LIAB X OCCUR vV""""M&E''V "" EACH OCCURRENCE 2,000,000 $ AGGREGATE $ 2,000,000 A EXCESS LIAB CLAIMS -MADE 57SBABG2HHH 11/27/2025 11/27/2026 DED I I RETENTION $ $ C WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y/ N ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) NIA Y 57WBCAU7ZOF 11/27/2025 11/27/2026 X STATUTE ERH E.L. EACH ACCIDENT 1,000,000 $ E.L. DISEASE - EA EMPLOYEE $ 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT 1,000,000 $ D Professional Liability Professional Liability PHSD1832607 12/15/2025 12/15/2026 Occurance 2,000,000 Agreggate 3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) City of Tustin and its elected and appointed officials, employees, volunteers and agents are named additional insured. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN City of Tustin ACCORDANCE WITH THE POLICY PROVISIONS. 300 Centennial Way AUTHORIZED REPRESENTATIVE Tustin CA 92780 ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 POLICY NUMBER: 57UECFM1071 COMMERCIAL AUTOMOBILE HA 99 16 03 12 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. COMMERCIAL AUTOMOBILE BROAD FORM ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM To the extent that the provisions of this endorsement provide broader benefits to the "insured" than other provisions of the Coverage Form, the provisions of this endorsement apply. BROAD FORM INSURED A. Subsidiaries and Newly Acquired or Formed Organizations The Named Insured shown in the Declarations is amended to include: (1) Any legal business entity other than a partnership or joint venture, formed as a subsidiary in which you have an ownership interest of more than 50% on the effective date of the Coverage Form. However, the Named Insured does not include any subsidiary that is an "insured" under any other automobile policy or would be an "insured" under such a policy but for its termination or the exhaustion of its Limit of Insurance. (2) Any organization that is acquired or formed by you and over which you maintain majority ownership. However, the Named Insured does not include any newly formed or acquired organization: (a) That is a partnership or joint venture, (b) That is an "insured" under any other policy, (c) That has exhausted its Limit of Insurance under any other policy, or (d) 180 days or more after its acquisition or formation by you, unless you have given us notice of the acquisition or formation. Coverage does not apply to "bodily injury" or "property damage" that results from an "accident" that occurred before you formed or acquired the organization. B. Employees as Insureds Paragraph A.1. - WHO IS AN INSURED - of SECTION II - LIABILITY COVERAGE is amended to add: d. Any "employee" of yours while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. C. Lessors as Insureds Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: e. The lessor of a covered "auto" while the "auto" is leased to you under a written agreement if: (1) The agreement requires you to provide direct primary insurance for the lessor and (2) The "auto" is leased without a driver. Such a leased "auto" will be considered a covered "auto" you own and not a covered "auto" you hire. D. Additional Insured if Required by Contract (1) Paragraph A.1. - WHO IS AN INSURED - of Section II - Liability Coverage is amended to add: f. When you have agreed, in a written contract or written agreement, that a person or organization be added as an additional insured on your business auto policy, such person or organization is an "insured", but only to the extent such person or organization is liable for "bodily injury" or "property damage" caused by the conduct of an "insured" under paragraphs a. or b. of Who Is An Insured with regard to the ownership, maintenance or use of a covered "auto." ©2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 1 of 5 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 The insurance afforded to any such additional insured applies only if the ,.bodily injury" or "property damago" occurs: (1) During the policy period, and (2) Subsequent to the execution of such written contract, and (3) Prior to the expiration of the period of time that the written contract requires such insurance be provided to the additional insured. (2) How Limits Apply If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the most we will pay on behalf of such additional insured is the lesser of: (a) The limits of insurance specified in the written contract or written agreement; or (b) The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to Limits of Insurance shown in the [Declarations and described in this Section. (.3) Additional Insureds Other Insurance If we cover a claim or "suit" under this Coverage Part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "suit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract or written agreement that this insurance is primary and non- contributory with the additional insured's own insurance. (4) Duties in The Event Of Accident, Claim, Suit or Loss If you have agreed in a written contract or written agreement that another person or organization be added as an additional insured on your policy, the additional insured shall be required to comply with the provisions in LOSS CONDITIONS 2. - DUTIES IN THE EVENT" OF ACCIDENT, CLAIM , SUIT OR LASS — OF SECTION IV -- BUSINESS AUTO CONDITIONS, in the same manner as the Named Insured- E. Primary and Non -Contributory if Required by Contract Only with respect to insurance provided to an additional insured in 1.D. - Additional Insured if Required by Contract, the following provisions apply: (3) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract or written agreement that this insurance be primary. If other insurance is also primary, we will share with all that other insurance by the method described in Other Insurance 5.d. Roy Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract or written agreement that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (3) and (4) do not apply to other insurance to which the additional insured has been added as an additional insured. When this insurance is excess, we will have no duty to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitled to the insured's rights against all those other insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other Insurance would pay for the loss in the absence of this insurance; and (.2) TMo total of all deductible and self -insured amounts under all that other insurance. We will share the remaining loss, if any, by the method described in Other Insurance 5.d. 2. AUTOS RENTED BY EMPLOYEES Any "auto" hired or rented by your "employee.. on your behalf and at your direction will be considered an "auto" you hire. The OTHER INSURANCE Condition is amended by adding the following: 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 2 of 5 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 If an "employee's" personal insurance also applies on an excess basis to a covered "auto" hired or rented by your "employee" on your behalf and at your direction, this insurance will be primary to the "employee's" personal insurance. 3. AMENDED FELLOW EMPLOYEE EXCLUSION EXCLUSION 5. - FELLOW EMPLOYEE - of SECTION II - LIABILITY COVERAGE does not apply if you have workers' compensation insurance in -force covering all of your "employees", Coverage is excess over any other collectible insurance. 4, HIRED AUTO PHYSICAL DAMAGE COVERAGE If hired "autos" are covered "autos" for Liability Coverage and if Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form for any "auto" you own, then the Physical Damage Coverages provided are extended to "autos" you hire or borrow, subject to the following limit. The most we will pay for "loss" to any hired "auto" is: (1 ) $100, 000; (2) The actual cash value of the damaged or stolen property at the time of the "loss"; or (3) The cost of repairing or replacing the damaged or stolen property, whichever is smallest, minus a deductible. The deductible will be equal to the largest deductible applicable to any owned "auto" for that coverage. No deductible applies to "loss" caused by fire or lightning. Hired Auto Physical Damage coverage is excess over any other collectible insurance. Subject to the above limit, deductible and excess provisions, we will provide coverage equal to the broadest coverage applicable to any covered "auto" you own. We will also cover loss of use of the (tired "auto" if it results from an "accident", you are legally liable and the lessor incurs an actual financial loss, subject to a maximum of $1000 per "accident". This extens:on of coverage does not apply to any "auto" you hire or borrow from any of your "employees", partners (if you are a partnership), members (if you are a limited liability company), or members of their households. 5, PHYSICAL DAMAGE ADDITIONAL TEMPORARY TRANSPORTATION EXPENSE COVERAGE Paragraph AA.a. of SECTION III - PHYSICAL DAMAGE COVERAGE is amended to provide a limit of $50 per day and a maximum limit of $1,000. 6. LOANILEASE GAP COVERAGE Under SECTION III - PHYSICAL DAMAGE COVERAGE, in the event of a total "loss" to a covered "auto", we will pay your additional legal obligation for any difference between the actual cash value of the "auto" at the time of the "loss" and the 'outstanding balance" of the loanllease. "Outstanding balance" means the amount you owe on the loan/lease at the time of "loss" less any amounts representing taxes: overdue payments; penalties, interest or charges resulting from overdue payments; additional mileage charges; excess wear and tear charges; lease termination} fees; security deposits not returned by the lessor; costs for extended warranties, credit life Insurance, health, accident or disability insurance purchased with the loan or lease; and carry-over balances from previous loans or leases. 7, AIRBAG COVERAGE Under Paragraph B. EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added; The exclusion relating to mechanical breakdown does not apply to the accidental discharge of an airbag, 8. ELECTRONIC EQUIPMENT - BROADENED COVERAGE a. The exceptions to Paragraphs B,4 - EXCLUSIONS - of SECTION III - PHYSICAL DAMAGE COVERAGE are replaced by the following: Exclusions 4.c. and 4,cf. do not apply to equipment designed to be operated solely by Use of the power from the "auto's" electrical system that, at the time of "loss", Is: (1) Permanently installed in or upon the covered "auto"; (2) Removable from a housing unit which is permanently installed in or upon the covered "auto"; (3) An integral part of the same unit housing any electronic equipment described in Paragraphs (1) and (2) above; or ® 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc,, with its permission,] Page 3 of 5 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 (4) Necessary for the normal operation of the covered "auto" or the monitoring of the covered ' auto's" operating system. b. Section III - Version CA 00 01 03 10 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C.2 and Version CA 00 01 10 01 of the Business Auto Coverage Form, Physical Damage Coverage, Limit of Insurance, Paragraph C are each amended to add the following; 51,500 is the most we will pay for "loss" in any one "accident" to all electronic equipment (other than equipment designed solely for the reproduction of sound, and accessories used with such equipment) that reproduces, receives or transmits audio, visual or data signals Which, at the time of "loss", Is: (1) Permanently installed in or upon the covered "auto" in a housing, opening or other location that is not normally used by the "auto" manufacturer for the installation of such equipment; (2) Removable from a permanently installed housing unit as described in Paragraph 2.a. above or is an integral part of that equipment: or (3) An integral part of such equipment c. For each covered "auto", should loss be limited to electronic equipment only, our obligation to pay for, repair, return or replace damaged or stolen electronic equipment will be reduced by the applicable deductible shown in the Declarations, or $250, whichever deductible is less. 9. EXTRA EXPENSE - BROADENED COVERAGE Under Paragraph A. - COVERAGE - of SECTION Ill - PHYSICAL DAMAGE COVERAGE, we will pay for the expense of returning a stolen covered "auto" to you. 10. GLASS REPAIR - WAIVER OF DEDUCTIBLE Under Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: No deductible applies to glass damage if the glass is repaired rather than replaced. 11. TWO OR MORE DEDUCTIBLES Und(N Paragraph D. - DEDUCTIBLE - of SECTION III - PHYSICAL DAMAGE COVERAGE, the following is added: if another Hartford Financial Services Group, Inc. company policy or coverage farm that is not an automobile policy or coverage form applies to the same "accident", the following applies: (1) If the deductible under this Business Auto Coverage Form is the smaller (or smallest) deductible, it will be waived, (2) if the deductible under this Business Auto Coverage Form is not the smaller (or smallest) deductible, it will be reduced by the amount of the smaller (or smallest) deductible. 12. AMENDED DUTIES IN THE EVENT OF ACCIDENT, CLAIM, SUIT OR LOSS The requirement in LOSS CONDITIONS 2.a. - ❑UTIES IN THE EVENT OF ACCIDENT,CLAIM, SNIT OR LOSS - of SECTION IV - BUSINESS AUTO CONDITIONS that you must notify us of an "accident" applies only when the "accident" is (known to: (1) You, if you are an individual, (2) A partner, if you are a partnership; (3) A member, if you are a limited liability company; or (4) An executive officer or insurance manager, if you are a corporation. 13, UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If you unintentionally fail to disclose any hazards existing at the inception date of your policy, we will not deny coverage under this Coverage Form because of such failure. 14. HIRED AUTO - COVERAGE TERRITORY Paragraph e. of GENERAL CONDITIONS 7. POLICY PERIOD, COVERAGE TERRITORY of SECTION IV - BUSINESS AUTO CONDITIONS is replaced by the following: e. For short-term hired "autos", the coverage territory with respect to Liability Coverage is anywhere in the world provided that if the )nsured's" responsibility to pay damages for "bodily injury" or property damage" is determined in a "suit," the "suit" is brought in the United States of America, the territories and possessions of the United States of America, Puerto Rico or Canada or in a settlement we agree to. 15. WAIVER OF SUBROGATION TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US - of SECTION IV - BUSINESS AUTO CONDITIONS is amended by adding the fallowing: 2011 • The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc., with its permission.) Page 4 of 5 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 We waive any right of recovery we may have against any person or organization with whom you have a written contract that requires such waiver because of payments we make for damages under this Coverage Form. '16. RESULTANT MENTAL ANGUISH COVERAGE The definition of "bodily injury" in SECTION V- D EFINiTIONS is replaced by the following: "Bodily injury" means bodily injury, sickness or disease sustained by any person, including mental anguish or death resulting from any of these. i *:�ti rR�IIIRX00►►[y�l s��[*It[ �r<lM�[�Ii< Paragraph 2, of the COMMON POLICY CONDITIONS - CANCELLATION - applies except as follows: If we cancel for any reason other than nonpayment of premium, we will mail or deliver to the first Named Insured written notice of cancellation at least 60 days before the effective date of cancellation. 18. HYBRID, ELECTRIC, OR NATURAL GAS VEHICLE PAYMENT COVERAGE In the event of a total loss to a "non -hybrid" auto for which Comprehensive, Specified Causes of Loss, or Collision coverages are provided under this Coverage Form, then such Physical Damage Coverages are amended as follows: a- If the auto is replaced with a "hybrid" auto or an auto powered solely by electricity or natural gas, we will pay an additional 10%, to a maximum of $2,500, of the "non -hybrid" auto's actual cash value or replacement cost, whichever is less, b.The auto must be replaced and a copy of a bill of sale or new lease agreement received by us within 60 calendar days of the date of "loss," c. Regardless of the number of autos deemed a total loss, the most we will pay under this Hybrid, Electric, or Natural Gas Vehicle Payment Coverage provision for any one "loss" Is $10,000. For the purposes of the coverage provision, a.A "non -hybrid" auto is defined as an auto that uses only an internal combustion engine to move the auto but does not include autos powered solely by electricity or natural gas. b.A "hybrid" auto is defined as an auto with an internal combustion engine and one or more electric motors; and that uses the internal combustion engine and one or more electric motors to move the auto, or the internat combustion engine to charge one or more electric motors, which move the auto. 19. VEHICLE WRAP COVERAGE In the event of a total loss to an "auto" for which Comprehensive, Specified Causes of Loss, or Collision coverag05 are provided under this Coverage Form, then such Physical Damage Coverages are amended to add the following: In addition to the actual cash value of the "auto", we will pay up to S1,000 for vinyl vehicle wraps which are displayed on the covered "auto" at the time of total loss. Regardless of the number of autos deemed a total loss, the most we will pay under this Vehicle Wrap Coverage provision for any one "loss" is $$5.000. For purposes of this coverage provision, signs or other graphics painted or magnetically affixed to the vehicle are not considered vehicle wraps. 2011, The Hartford (Includes copyrighted material Form HA 99 16 03 12 of ISO Properties, Inc.. with its permission.) Page 5 of 5 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1 F5 r l.JLIV I IMUIVIULIN. ..J/JU/'1UVLIII III QUICK REFERENCE BUSINESS LIABILITY COVERAGE FORM READ YOUR POLICY CAREFULLY BUSINESS LIABILITY COVERAGE FORM A. COVERAGES Business Liability Medical Expenses Coverage Extension - Supplementary Payments B. EXCLUSIONS C. WHO IS AN INSURED D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 1. Bankruptcy 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 3. Financial Responsibility Laws 4. Legal Action Against Us 5. Separation Of Insureds 6. Representations 7. Other Insurance 8. Transfer Of Rights Of Recovery Against Others To Us F. OPTIONAL ADDITIONAL INSURED COVERAGES Additional Insureds G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS Beginning on Page 1 1 2 2 3 10 14 15 15 15 16 16 16 16 16 17 18 18 20 Form SS 00 08 04 05 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 BUSINESS LIABILITY COVERAGE FORM Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered. Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our refer to the stock insurance company member of The Hartford providing this insurance. The word "insured" means any person or organization qualifying as such under Section C. - Who is An Insured. Other words and phrases that appear in quotation marks have special meaning. Refer to Section G. - Liability And Medical Expenses Definitions. A. COVERAGES BUSINESS LIABILITY COVERAGE (BODILY INJURY, PROPERTY DAMAGE. PERSONAL AND ADVERTISING INJURY) Insuring Agreement We will pay those sums that the insured becomes legally obligated to pay as damages because of "bodily injury". "property damage' or "personal and advertising injury" to which this insurance applies. We will have the right and duty to defend the insured against any "suit" seeking those damages. However, we will have no duty to defend the insured against any "suit" seeking damages for "bodily injury", "property damage" or "personal and advertising injury" to which this insurance does not apply. We may, at our discretion, investigate any "occurrence" or offense and settle any claim or "suit" that may result. But: (Z ) The amount we will pay for damages is limized as described in Section D. - Liability And Medical Expenses Limits Of Insurance; and (2) Our right and duty to defend ends when we have used up the applicable limit of insurance in the payment of judgments, settlements or medical expenses to which this insurance applies. No other obligation or liability to pay sums or perform acts or services Is covered unless explicitly provided for under Coverage Extension - Supplementary Payments. b. This insurance applies: (1) To "bodily injury" and "property damage" only if: (a) The "bodily injury. or "property damage" is caused by an "occurrence" that takes place in the "coverage territory"; (b) The "bodily injury" or "property damage" occurs during the policy period, and (c) Prior to the policy period, no insured listed under Paragraph 1. of Section C. - Who Is An Insured and no "employee" authorized by you to give or receive notice of an "occurrence" or claim, knew that the 'bodily injury" or "property damage" had occurred, in whole or in part, If such a listed insured or authorized "employee" knew, prior to the policy period, that the "bodily it jury" or "property damage" occurred, then any continuation, change or resumption of such "bodily injury" or "property damage" during or after the policy period will be deemed to have been known prior to the policy period. (2) To "personal and advertising injury" caused by an offense arising out of your business, but only if the offense was committed in the "coverage territory" during the policy period. "Bodily injury" or "property damage" will be deemed to have been known to have occurred at the earliest time. when any insured listed under Paragraph 1. of Section C. - Who Is An Insured or any "employee" authorized by you to give or receive notice of an "occurrence" or ctairn: (1 ) Reports all, or any part, of the "bodily injury" or "property damage' to us or any other insurer; Form SS 00 08 04 05 Page 1 of 24 2005, The Hanford Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C 1 F5 tSUNl\lL55 L ABM I Y L UVLKAUL FUNIVI (2) Receives a written or verbal deniand or claim For damages because of the "bodily injury" or "property damage"; or (3) Becomes aware by any other means that "bodily injury" or "property damage" has occurred or has begun to occur, d. Damages because of "bodily injury" include damages claimed by any person or organization for care, loss of services or death resulting at any time From the "bodily injury", e, Incidental Medical Malpractice (1) "Bodily injury" arising out of the rendering of or failure to render professional health care services as a physician, dentist, nurse, emergency medical technician or paramedic shall be deemed to be caused by an ',occurrence", but only if: (a) The physician, dentist, nurse, emergency medical technician or paramedic is employed by you to provide such services; and (b) You are not engaged in the business or occupation of providing such services. (2) For the purpose of determining the limits of insurance for incidental medical malpractice, any act or omission together with all related acts or omissions in the furnishing of these services to any one person will be considered one "occurrence 2. MEDICAL EXPENSES Insuring Agreement a. We will pay medical expenses as described below for "bodily injury" caused by an accident: (1) On premises you own or rent. (2) On ways next to premises you own or rent; or (3) Because of your operations; provided that: (1) The accident takes place in the ,.coverage territory" and during the policy period; (2) The expenses are incurred and reported to us within three years of the date of the accident: and (3) The injured person} submits to examination, at our expense, by physicians of our choice as often as we reasonably require. b. We will make these payments regardless of fault. These payments will not exceed the applicable limit of insurance. We will pay reasonable expenses for- (1) First aid administered at the time of an accident; (2) Necessary medical, surgical, x-ray and dental services, including prosthetic devices; and (3) Necessary ambulance, hospital, professional nursing and funeral services. 3. COVERAGE EXTENSION - SUPPLEMENTARY PAYMENTS a. We wilt pay, with respect to any claim or "suit" we investigate or settle, or any "suit" against an insured we defend: (1) All expenses we incur. (2) Up to $1,000 For the cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which Business Liability Coverage for "bodily injury" applies. We do not have to furnish these bonds. (3) The cost of appeal bonds or bonds to release attachments, but only for bond amounts within the applicable limit of insurance. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or "suit", including actual loss of earnings up to $500 a day because of time off from work. (5) All costs taxed against the insured in the "suit". (6) Prejudgment interest awarded against the insured on that part of the judgment we pay. If we make an offer to pay the applicable limit of insurance, we will not pay any prejudgment interest based on that period of time after the offer. (7) All interest on the full amount of any judgment that accrues after entry of the judgment and before we have paid, offered to pay, or deposited in court the part of the judgment that is within the applicable fimit of insurance. Any amounts paid under (1) through (7) above will not reduce the limits of insurance. Page 2 of 24 Form 5S 00 08 04 05 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 BUSINESS LIABILITY COVERAGE FORM b. If we defend an insured against a "suit" and an indemnitee of the insured is also named as a party to the "suit", we will defend that indemnitee if all of the following conditions are met: (1) The "suit" against the indemnitee seeks damages for which the insured has assumed the liability of the indemnitee in a contract or agreement that is an "insured contract"; (2) This insurance applies to such liability assumed by the insured; (3) The obligation to defend, or the cost of the defense of, that indemnitee, has also been assumed by the insured in the same "insured contract": (4) The allegations in the "suit" and the information we know about the "occurrence" are such that no conflict appears to exist between the interests of the insured and the interest of the indemnitee: (5) The indemnitee and the insured ask us to conduct and control the defense B of that indemnitee against such "suit" and agree that we can assign the same counsel to defend the insured and the indemnitee; and (6) The indemnitee: (a) Agrees in writing to: (i) Cooperate with us in the investigation, settlement or defense of the "suit": (ii) Immediately send us copies of any demands, notices, summonses or legal papers received in connection with the "suit"; (iii) Notify any other insurer whose coverage is available to the indemnitee; and (Iv) Cooperate with us with respect to coordinating other applicable insurance available to the indemnitee; and (b) Provides us with written authorization to: (i) Obtain records and other information related to the "suit", and (ii) Conduct and control the defense of the indemnitee in such "suit". So long as the above conditions are met, attorneys' fees incurred by us in the defense of that indemnitee, necessary litigation expenses incurred by us and necessary litigation expenses incurred by the indemnitee at our request will be paid as Supplementary Payments. Notwithstanding the provisions of Paragraph 1.b.(b) of Section B. - Exclusions, such payments will not be deemed to be damages for "bodily injury" and "property damage" and will not reduce the Limits of Insurance. Our obligation to defend an insured's indemnitee and to pay for attorneys' fees and necessary litigation expenses as Supplementary Payments ends when: (1) We have used up the applicable limit of insurance in the payment of judgments or settlements; or (2) The conditions set forth above, or the terms of the agreement described in Paragraph (6) above, are no longer met. EXCLUSIONS Applicable To Business Liability Coverage This insurance does not apply to: a. Expected Or Intended Injury (1) '"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; or (2) "Personal and advertising injury" arising out of an offense committed by, at the direction of or with the consent or acquiescence of the insured with the expectation of inflicting "personal and advertising injury b. Contractual Liability (1) "Bodily injury" or "property damage"; or (2) "Personal and advertising injury" for which the insured is obligated to pay damages by reason of the assumption of liability in a contracl or agreement. This exclusion does not apply to liability for damages because of: (a) "Bodily injury", "property damage" or "personal and advertising injury" that the insured would have in the absence of the contract or agreement: or Form S5 00 08 01 05 Page 3 of 24 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 ILMNIVt55 LIABILI I Y I,UVLHAbt I-UKM (b) "Bodily injury" or "property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured's business, or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury' or sister of that "employee" as a "property damage" Occurs consequence of (1) above, subsequent to the execution of the This exclusion applies: contract or agreement. Solely for the purpose of liability assumed in (1) Whether the insured may be liable as an "insured contract", reasonable an employer or in any other capacity: attorneys' fees and necessary and litigation expenses incurred by or for (2) To any obligation to share damages a parry other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (1) Liability to such party for, or for contract", the cost of, that party's defense f. Pollution has also been assumed in the same "insured contract", and 1) "Bodily injury", "property damn e" or ( Y� J rY"r 9 "Personal and advertising injury" (ii) Such attorneys' ices and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of "pollutants": resolution proceeding in which damages to which this (a) At or from any premises, site or insurance applies are alleged. location which is or was at any time owned or occupied by, or c. Liquor Liability rented or loaned to any insured. "Bodily injury' or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to: reason of: (i) "Bodilyinjury" if sustained within (1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from a person under the legal drinking age or equipment that is used to heat, under the influence of alcohol, or cool or dehumidify the building, (3) Any statute, Ordinance or regulation or equipment that is used to heat water for persorlal use, by relating to the sale, gift, distribution or the building's occupants or their use of alcoholic beverages, guests; This exclusion applies only if you are in the (ii) "Bodily injury' or "property business of manufacturing, distributing, damage" for which you may be selling. serving or furnishing alcoholic held liable, if you are a beverages. contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that e. Employer's Liability premises, site or location and "Bodily injury" to: such premises, site or location is not and never was owned ar (1) An "employee" of the insured arising occupied by, or rented or out of and in the course of: loaned to, any insured, other (a) Employment by the insured; or than that additional insured; or Page 4 of 24 Form SS 00 08 04 05 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 BUSINESS LIABILITY COVERAGE FORM (Ili) "Bodily injury" or 'property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or "hostile fire"; subcontractor; (b) At or Frain any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection (c) Which are or were at any time with operations being performed transported, handled, stored, by you or on your behalf by a treated, disposed of, or processed contractor or subcontractor; or as waste by or for: (III) "Bodily injury" or "property (i) Any insured; or damage" arising out of heat, smoke or fumes from a (6) Any person or organization for "hostile fire"; or whom you may be legally responsible; (e) At or from any premises, site or location on which any insured or any (d) At or from any premises, site or contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured's behalf are performing working directly or indirectly on operations if the operations are to any insured's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "pollu[ants" are brought on or to or in any way respond to, or assess the premises, Site or location in the effects of, "pollutants". connection with such operations by such insured, contractor or (2) Any loss, cost or expense arising out subcontractor. However, this of any: subparagraph does not apply to-. (a) Request, demand, order or statutory (i) "Bodily injury" or "property or regulatory requirement that any damage" arising out of the insured or others test for, monitor, escape of fuels, lubricants or clean up, remove. contain, treat, other operating fluids which are detoxify or neutralize, or in any way needed to perform the normal respond to, or assess the effects of, electrical, hydraulic or "pollutants"; or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels. lubricants or other monitoring, cleaning up, removing, operating iiuids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be discharged, dispersed or Form SS 00 08 04 05 Page 5 of 24 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 t UNNL%-6 LIAt311-1I Y GOVLHAUE FOHM g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" in, or "Bodily injury" or "property damage- arising while in practice or preparation for, a out of the ownership, maintenance, use or prearranged racing, speed or entrustment to others of any aircraft, "auto" demolition contest or in any stunting or watercraft owned or operated by or rented activity. or loaned to any insufed, Use includes 1. War operation and "loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of: other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others by that insured, if the "occurrence" which (2) Warlike action by a military farce, caused the "bodily injury" or "property including action in hindering or damage" involved the ownership, defending against an actual or maintenance, use or entrustment to others of expected attack, by any government, any aircraft, "auto" or watercraft that is sovereign or other authority using owned or operated by or rented or loaned to military personnel or other agents; or any insured. (3) Insurrection, rebellion, revolution, This exclusion does not apply to: usurped power, or action taken by governmental authority in hindering or emises (1) A watercraft while ashore on remises pr defending against any of these, you own or rent: �. Professional Services (2) A watercraft you do not own that is: "Bodily injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render for a charge; any professional service. This includes (3) Parking an "auto" on, or on the ways but is not limited to: next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services: rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications; (5) "Bodily injury" of "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f,(2) (4) Medical, surgical, dental, x-ray or or f.(3) of the definition of "mobile nursing services treatment, advice or equipment"; or instruction; (6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this exception does not apply if the insured (6) Any service, treatment, advice or has any other insurance for such "bodily instruction for the purpose of appearance ❑r skin enhancement, hair injury" or "property damage", whether removal or replacement or personal the other insurance is primary, excess, grooming; contingent or on any other basis. h. Mobile Equipment (7) Optical or hearing aid services including the prescribing, preparation, "Bodily injury" of "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar (1) The transportation of "mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or rented or loaned to any insured; or Page 6 of 24 form SS 00 08 04 05 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 BUSINESS L#ABILITY COVERAGE FORM (8) Optometry or optometric services Paragraphs (1), (3) and (4) of this including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting, demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you For a period of 7 or similar products; fewer consecutive days. A separate Limit (9) Any. of Insurance applies to Damage To (a) Body piercing (not including ear Premises Rented To You as described in piercing); Section D. - Limits Of Insurance. (b) Tattooing, including but not limited Paragraph (2) of this exclusion does not "your to the insertion of pigments into or apply if the premises are work" and under the skin: and were never occupied, rented or held for rental by you. (c) Similar services, Paragraphs (3) and (4) of this exclusion do (10) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs (3), (4). (5) and (6) of this (11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs (3) and (4) of this exclusion do Paragraphs (4) and (5) of this exclusion do not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site. Paragraph 1.e. in Section A. - Coverages. Paragraph (6) of this exclusion does not k. Damage To Property apply to "property damage' included in the "Property damage" to: "products -completed operations hazard". (1) Property you own, rent or occupy, I. Damage To Your Product including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, in. Damage To Your Work replacement, enhancement, restoration or maintenance of such "Property damage" to "your work" arising property for any reason, including out of it or any part of it and included in the prevention of injury to a person or "products -completed operations hazard". damage to another's property; This exclusion does not apply if the (2) Premises you sell, give away or damaged work or the work out of which abandon, if the "property damage" arises the damage arises was performed on your out of any part of those premises; behalf by a subcontractor. (3) Property loaned to you.- n. Damage To Impaired Property Or Property Not Physically Injured (4) Personal property in the care, custody or control of the insured; "Property damage" to "impaired property" (5) That particular part of real property on or property that has not been physically injured, arising out of: which you or any contractors or subcontractors working directly or (1) A defect, deficiency, inadequacy or indirectly on your behalf are performing dangerous condition in "your product" operations, it the "property damage" or "your work"; or arises out of those operations; or (2) A delay or failure by you or anyone (6) That particular part of any property acting on your behalf to perform a that must be restored, repaired or contract or agreement in accordance replaced because "your work" was with its terms. incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of sudden and accidental physical injury to "your product" or "your work" after it has been put to its intended use. Form SS 00 08 04 05 Page 7 of 24 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 hUNNL_' 5 LIABILI I Y UUVL HAUL FUKIVI o, Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work: Property (8) Arising out of an offense committed by Damages claimed for any loss, cost or an insured whose business is: expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product"; (c) An Internet search, access, (2) "Your work'; or content or service provider. {3} "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs a„ b. and c, withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section G. — because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous definitions. condition in it. For the purposes of this exclusion, p, Personal And Advertising Injury placing an "advertisement" for or "Personal and advertising injury": linking to others on your web site, by (1) Arising out of oral, written or electronic itself, is not considered the business publication of material, if done by or at of advertising, broadcasting, the direction of the insured with publishing or telecasting; knowledge of its falsity; (9) Arising out of an electronic chat room (2) Arising out of oral, written or electronic or bulletin board the insured hosts, owns, or over which the insured publication of material whose first exercises control; publication took place before the beginning of the policy period; (10) Arising out of the unauthorized use of (3) Arising out of a criminal act committed another's name or product in your e-mail by or at the direction of the insured: address, domain name or metatags, orany other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use "advertising (11) Arising out of the violation of a another's idea" in your "advertisement"; person's right of privacy created by any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act; "advertisement"; (b) Arising out of the wrong description of (12) Arising out of: the price of goods, products or services; (a) An "advertisement" for others on (7) Arising out of any violation of any your web site; intellectual property rights such as (b) Placing a link to a web site of copyright, patent, trademark, trade others on your web site; name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity, on your web site, Content includes However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images; or "advertisement", of (d) Computer code, software or (a) Copyright; programming used to enable: (b) Slogan, unless the slogan is also (i) Your web site; or a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity: or content on your web site; Page 8 of 24 Faun 5S 00 08 04 05 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 BUSINESS LIABILITY COVERAGE FORM (13) Arising out of a violation of any ant:- (a) May be awarded or incurred by trust law; reason of any claim or suit (14) Arising out of the fluctuation in price or alleging actual or threatened injury value of any stocks, bonds or other or damage of any nature or kind to securities; or persons or property which would (15) Arising out of discrimination or not have occurred in whole or in "asbestos humiliation committed by or at the part but for the hazard"; direction of any "executive officer". (b) Arise out of any request, demand, director, stockholder, partner or order or statutory or regulatory member of the insured. requirement that any insured or q. Electronic Data others test for, monitor, clean up, remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard", or "electronic data". (c) Arise out of any claim or suit For r. Employment -Related Practices damages because of testing for, "Bodily injury" or "personal and advertising monitoring, cleaning up, removing, injury" to: encapsulating, containing, treating, (1) A person arising out of any: detoxifying or neutralizing or in any way responding to or assessing the (a) Refusal to employ that person; effects of an "asbestos hazard". (b) Termination of that person's t, Violation Of Statutes That Govern E- employment; or Mails, Fax, Phone Calls Or Other (c) Employment -related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, 1. personal and advertising injury" arising defamation, haraSSrnenl, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate: (2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury" to the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment -related practices law: or described in Paragraphs (a), (b), or (c) above is directed. (3) Any statute, ordinance or regulation, This exclusion applies: other than the TCPA or CAN-SPAM Act of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and damage To Premises Rented To You — (2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else Who must or Explosion pay damages because of the injury. Exclusions c. through h. and k. through o. do s. Asbestos not apply to damage by fire, lightning or (1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the "asbestos hazard". the owner. A separate Limit of Insurance (2) Any damages, judgments, settlements, applies to this coverage as described in Section D. - Liability And Medical Expenses loss, costs or expenses that: Limits Of Insurance. Form SS 00 08 04 05 Page 9 of 24 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 01JN1Vt.JS LIAtSILI I Y C,UVLKAUt t-URM 2. Applicable To Medical Expenses Coverage A trust, you are an insured, Your trustees We will not pay expenses For "bodily injury": are also insureds, but only with respect to a Any Insured their duties as trustees. To any insured, except "volunteer workers". 2• Each of the following is also an insured- b. Hired Person a. Employees And Volunteer Workers To a person hired to do work for or on behalf Your "volunteer workers" only while of any insured or a tenant of any insured. performing duties related to the conduct of c. Injury On Normally Occupied Premises your business, or your "employees", other "executive than either your officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by To a person, whether or not an you or while performing duties related to "employee" of any insured, if benefits for the conduct of your business. the "bodily injury" are payable or must be However, none of these "employees' or provided under a workers' compensation "volunteer workers" are insureds for - or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury": To a person injured while practicing, (a) To you, to your partners or instructing or participating in any physical members (if you are a partnership exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability f, Products -Completed Operations Hazard company), or to a co -"employee" while in the course of his or her Included with the "products -completed employment or performing duties operations hazard". related to the conduct of your g. Business Liability Exclusions business, or to your other Excluded under Business Liability Coverage. "volunteer workers" while performing duties related to the C. WHO IS AN INSURED conduct of your business: 1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co - insureds, but only with respect to the "employee" or that "volunteer conduct of a business of which you are the worker" as a consequence of sole owner. Paragraph (1)(a) above: b. A partnership or joint venture, you are an (c) For which there is any obligation insured. Your members, your partners, and to share damages with or repay their spouses are also insureds, but only with someone else who must pay respect to the conduct of your business, damages because of the injury c. A limited liability company, you are an described in Paragraphs (1) (a) or (b) above, or insured. Your members are also insureds, but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of d. An organization other than a partnership, providing professional health care joint VentUsc or limited liability company, you services, Paragraph (d) does not apply are an insured. Your "executive officers" and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by to their duties as your officers or directors. you to provide such services. Your stockholders are also insureds, but only (2) "Property damage" to property: with respect to their liability as stockholders. (a) Owned. occupied or used by. Page 10 of 24 form SS 00 08 04 05 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 BUSINESS LIABILITY COVERAGE FORM (b) Rented to, in ttl(J C�,l t:, custody or control of, or over which physical control is being exercised for any purpose by you, any of your "employees", "volunteer workers", any partner or member (if you are a partnership or joint venture), or any member (if you are a limited liability company). b. Real Estate Manager Any persons (other than your "employee" or "volunteer worker"), or any organization while acting as your real estate manager, c. Temporary Custodians Of Your Property Any person or organization having proper temporary custody of your property if you die, but only: (1) With respect to liability arising out of the maintenance or use of that property; and (2) Until your legal representative has been appointed. d. Legal Representative If You Die Your legal representative if you die, but only with respect to duties as such. That representative will have all your rights and duties under this insurance. e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of yours which is a legally incorporated entity of which you own a financial interest of more than 50% of the voting stock on the effective date of this Coverage Part. The insurance afforded herein for any subsidiary not shown In the Declarations as a named insured does not apply to injury or damage with respect to which an insured under this insurance is also an insured under another policy or would be an insured under such policy but for its termination or upon the exhaustion of its limits of insurance, 3. Newly Acquired Or Formod organization Any organization you newly acquire ❑r form, other than a partnership, faint venture or limited liability company, and over which you maintain financial interest of more than 50% of the voting stock, will qualify as a Named Insured if there is no other similar insurance available to that organization. However_ a, Coverage under this provision is afforded only until the 180th clay after you acquire or form the organization or the end of the policy period, whichever is earlier; and b. Coverage tinder this provision does not apply to: (1) "Bodily injury- or "property damage.. that occurred; or (2) "Personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. 4. Operator Of Mobile Equipment With respect to "mobile equipment" registered in your name under any motor vehicle registration law, any person is an insured while driving such equipment along a public highway with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the equipment, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. "Bodily injury" to a co -"employee" of the person driving the equipment: or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 5, operator of Nonowned Watercraft With respect to watercraft you do not own that is less than 51 feet long and is not being used to carry persons for a charge, any person is an insured while operating such watercraft with your permission. Any other person or organization responsible for the conduct of such person is also an insured, but only with respect to liability arising out of the operation of the watercraft, and only if no other insurance of any kind is available to that person or organization for this liability. However, no person or organization is an insured with respect to: a. 'Bodily injury" to a co -"employee" of the person operating the watercraft; or b. "Property damage" to property owned by, rented to, in the charge of or occupied by you or the employer of any person who is an insured under this provision. 6. Additional Insureds When Required By Written Contract, Written Agreement Or Permit The person(s) or orgawation(s) identified in Paragraphs a, through f. below are additional insureds when you have agreed, in a written Form SS 00 08 04 05 Page 11 of 24 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 bU�>11VL�>J LIALSILI I Y UUVLHAUL i-UI1M contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the A person or organization is an additional products; insured under this provision only for that (0 Demonstration, installation, period of time required by the contract, servicing or repair operations, agreement or permit. except such operations performed However, no such person or organization is an at the vendor's preml5es in connection with the sale of the additional insured under this provision if such product; person or organization is included as an additional insured by an endorsement issued (g) Products which, after distribution by us and made a part of this Coverage Part, or sate by you, have been labeled including all persons or organizations added or relabeled or used as a as additional insureds under the specific container, part or ingredient of any additional insured coverage grants in Section other thing or substance by or for F. — Optional Additional Insured Coverages. the vendor; or a. Vendors (h) "Bodily injury" or "property Any person(s) or organization(s) (referred to damage" arising out of the sole negligence of the vendor for its Wow as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part provides coverage for "bodily injury" or (i) The exceptions contained in "property damage" included within the Subparagraphs (d) or (f); or "products -completed operations hazard". (ii) Such inspections, adjustments, (1) The insurance afforded to the vendor tests or servicing as the vendor is subject to the following additional has agreed to make or normally exclusions: undertakes to make in the usual This insurance does not apply to: course of business, in connection with the dlstrib4on (a) "Bodily injury" of "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement, or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence of the contract. or agreement; b. Lessors Of Equipment (b) Any express warranty (1) Any person or organization from unauthorized by you; whom you lease equipment; but only with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally p y "personal and advertising injury" by the vendor; caused, in whole or in part, by your id) Repackaging, except when maintenance, operation of use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; Page 12 of 24 Form SS 00 08 04 05 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 BUSINESS LIABILITY COVERAGE FORM (2) With respect to the insurance afforded o. Permits Issued By State Or Political to these additional insureds, this Subdivisions insurance does not apply to any "occurrence' (1) Any state or political subdivision, but which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision (1) Any person or organization from has issued a permit. whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to: of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising (2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or (a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "products - land or be a tenant in that completed operations hazard". premises; or f. Any Other Party (b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through e, above, but only with behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or (1) Any architect, engineer, or surveyor, but in part, by your acts or omissions or only with respect to Iiability for "bodily the acts or omissions of those acting injury", "properly damage' or "personal on your behalf: and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf- owned by or rented to you; or (a) In connection with your premises: (c) In connection with "your work" and or included within the "products- (b) In the performance of your completed operations hazard", but ongoing operations performed by only if you or on your behalf. () The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to 00 This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury' or "personal and advertising injury" "property damage' included arising out of the rendering of or the within the 1. products - failure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to. maps, shop drawings, opinions, "Bodily injury", "property damage' or reports, 5UMPYS, field orders. "personal and advertising Injury' change orders, designs or arising out of the rendering of, or the drawings and specifications, or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including: activities, Form SS 00 08 04 05 Page 13 of 24 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 L$USIINLJ, LIAtSILI I Y WVLKAbL I-URM (a) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or 4bf Supervisory, inspection, architectural or engineering activities. The limits of insurance that apply to additional insureds are described in Section D. - Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition In Section E. - Liability And Medical Expenses General Conditions. No person or organization is an insured with respect to the conduct of any current or past partnership, joint venture or limited liability company that is not shown as a Named Insured In the Declarations, D. LIABILITY AND MEDICAL EXPENSES LIMITS OF INSURANCE 1. The Most We Will Pay The Limits of Insurance shown in the Declarations and the rules below fix the most we will pay regardless of the number of: a. Insureds; b. Claims made or "suits" brought; or c. Persons or organizations making claims or bringing "suits". 2. Aggregate Limits The most we will pay for: a. Damages because of "bodily injury" and "property damage" included in the "products -completed operations hazard" is the Products -Completed Operations Aggregate Limit shown in the Declarations. b. Damages because of all other "bodily injury" "property damage" or "personal and advertising injury", including medical expenses, is the General Aggregate Limit shown in the Declarations. This General Aggregate Limit applies separately to each of your "locations" owned by or rented to you. "Location" means premises involving the same or connecting lots, or premises whose connection is interrupted only by a street, roadway or right-of-way of a railroad. This General Aggregate limit does not apply to "property damage" to premises while rented to you or temporarily occupied by you with permission of the owner, arising out of fire, lightning or explosion, 3. Each Occurrence Limit Subject to 2,a. or 2.b above, whichever applies, the most we will pay for the sum of all damages because of all "bodily injury", "property damage" and medical expenses arising out of any one "occurrence" is the Liability and Medical Expenses Limit shown in [he Declarations. The most we will pay for all medical expenses because of "bodily injury" sustained by any one person is the Medical Expenses Llmit shown in the Declarations. 4. Personal And Advertising injury Limit Subject to 2.b. above, the most we will pay for the sum of all damages because of all "personal and advertising injury" sustained by any one person or organization is the Personal and Advertising Injury Limit shown in the Declarations, 5. Damage To Premises Rented To You Limit The Damage To Premises Rented To You Limit is the most we will pay under Business Liability Coverage for damages because of "property damage" to any one premises, while rented to you, or in the case of damage by fire, lightning or explosion, while rented to you or temporarily occupied by you with permission of the owner. In the case of damage by fire, lightning or explosion, the Damage to Premises Rented To You Limit applies to all damage proximately caused by the same event, whether such damage results from fire, lightning or explosion or any combination of these. 6. How Limits Apply To Additional Insureds The most we will pay on behalf of a person or organization who is an additional insured under this Coverage Part is the lesser of; a. The limits of insurance specified in a written contract, written agreement or permit issued by a state or political subdivision; or b. The Limits of Insurance shown in the Declarations. Such amount shall be a part of and not in addition to the Limits of Insurance shown in the Declarations and described in this Section, Page 14 of 24 Form SS 00 08 04 05 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 BUSINESS LIABILITY COVERAGE FORM E If more than one limit of i ,�,ul a.nce under this policy and any endorsements attached thereto applies to any claim or "suit", the most we will pay under this policy and the endorsements is the single highest limit of liability of all coverages applicable to such claim or "suit". However, this paragraph does not apply to the Medical Expenses limit set forth in Paragraph 3. above. The Limits of Insurance of this Coverage Part apply separately to each consecutive annual period and to any remaining period of less than 12 months, starting with the beginning of the policy period Shown in the Declarations, unless the policy period is extended after issuance for an additional period of less than 12 months. In that case, the additional period will be deemed part of the last preceding period for purposes of dNermining the Limits of Insurance. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS Bankruptcy Bankruptcy or insolvency of the insured or of the insured's estate will not relieve us of our obligations under this Coverage Part. 2. Duties In The Event Of Occurrence, Offense, Claim Or Suit a. Notice Of Occurrence Or Offense You or any additional insured must See to it that we are notified as soon as practicable of an "occurrence" or an offense which may result in a claim. To the extent possible, notice should include: (1) How, when and where the "occurrence" or offense took place; (2) The names and addresses of any injured persons and witnesses, and (3) The nature and location of any injury or damage arising out of the "occurrence" or offense, b. Notice Of Claim If a claim is made or "suit" is brought against any insured, you or any additional insured must; (1) Immediately record the specifics of the claim or "suit" and the date received. - arid (2) Notify us as soon as practicable. You or any additional insured must see to it that we receive a written notice of the claim or 'suit" as soon as practicable. c. Assistance And Cooperation Of The Insured You and any other involved insured must: (1) Immediately send us copies of any demands, notices, Summonses or legal papers received in connection with the claim or "suit (2) Authorize us to obtain records and other information; (3) Cooperate with us in the investigation, settlement of the claim or defense against the "suit"; and (4) Assist us, upon our request, in the enforcement of any right against any person or organization that may be liable to the insured because of injury or damage to which this insurance may also apply. d. Obligations At The Insured's awn Cost No insured will, except at that insured's own cost, voluntarily make a payment, assume any obligation, or incur any expense, other than for first aid, without our consent. e. Additional Insured's Other Insurance If we cover a claim or "suit" under this Coverage part that may also be covered by other insurance available to an additional insured, such additional insured must submit such claim or "5Uit" to the other insurer for defense and indemnity. However, this provision does not apply to the extent that you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance. f. Knowledge Of An Occurrence, Offense, Claim Or Suit Paragraphs a. and b. apply to you or to any additional insured only when such "'occurrence", offense, clairn or "suit" is known to: (1) You or any additional insured that is an individual; (2) Any partner, if you or an additional insured is a partnership; (3) Any manager, if you or an additional insured is a limited liability company; (4) Any "executive officer" or insurance manager, if you or an additional insured is a corporation. (5) Any trustee, if you or an additional insured Is a tfuSt, Of (6) Any elected or appointed official, if you or an additional insured is a political subdivision or public entity. Form SS 00 08 04 05 Page 15 of 24 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 DUNNLZ:)J LIAIJILI I Y C,i.JVtKAUt FUHNI This Paragraph f. applies separately to you and any additional insured. 3. Financial Responsibitity Laws a. When this policy is certified as proof of financial responsibility for the future under the provisions of any motor vehicle financial responsibility law, the insurance provided by the policy for "bodily injury" liability and 'property damage" liability will comply with the provisions of the law to the extent of the coverage and limits of insurance required by that law. b. With respect to "mobile equipment" to which this insurance applies, we will provide any liability, uninsured motorists, underinsured motorists, no-fault or other coverage required by any motor vehicle law. We will provide the required limits for those coverages. 4. Legal Action Against Us No person or organization has a right under this Coverage Farm: a. To join us as a party or otherwise bring us into a "suit" asking for damages from an insured; or b. To sue us on this Coverage Form unless all of its terms have been fully complied with. A person or organization may sue us to recover on an agreed settlement or on a final judgment against an insured; but we will not be liable for damages that are not payable under the terms of this insurance or that are in excess of the applicable limit of insurance. An agreed settlement means a settlement and release of liability signed by us, the insured and the claimant or the claimant's legal representative. 5. Separation Of Insureds Except with respect to the Limits of Insurance, and any rights or duties specifically assigned in this policy to the first Named Insured, this insurance applies: a. As if each Named Insured were the only Named Insured: and b. Separately to each insured against whom a claim is made or "suit" Is brought. 6. Representations a. When You Accept This Policy By accepting this policy, you agree: (1 ) The statements in the Declarations are accurate and complete; t2y Those statements are based upon representations you made to us; and (3) We have issued this policy in reliance upon your representations. I), Unintentional Failure To Disclose Hazards If unintentionally you should fail to disclose MI hazards relating to the conduct of your business at the inception date of this Coverage Part, we shall not deny any coverage under this Coverage Part because of such failure. 7. Other Insurance If other valid and collectible insurance is available for a loss we cover under this Coverage Part, our obligations are limited as follows: a. Primary Insurance This insurance is primary except when b. below applies. If other insurance is also primary, we will share with all that other insurance by the method described in c. below. h. Excess Insurance This insurance is excess over any of the other insurance, whether primary, excess, contingent or on any other basis: (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk or similar coverage for "your work"; (2) Premises Rented To You That is fire, lightning or explosion insurance for premises rented to you or temporarily occupied by you with permission of the owner; (3) Tenant Liability That is insurance purchased by you to cover your liability as a tenant for "property damage" to premises rented to you or temporarily occupied by you with permission of the owner; (4) Aircraft, Auto Or Watercraft If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to the extent not subject to Exclusion g, of Section A. - Coverages. (5) Property Damage To Borrowed Equipment Or Use Of Elevators If the loss arises out of "property damage" to borrowed equipment or the use of elevators to the extent not subject to Exclusion k. of Section A. - Coverages. Page 16 of 24 Form SS 00 08 04 05 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 BUSINESS LIABILITY COVERAGE FORM (6) When You Are Added As An Additional Insured To Other Insurance That is other insurance available to you covering liability for damages arising Out of the premises or operations, or products and completed operations, for which you have been added as an additional insured by that insurance; or (7) When You Add Others As An Additional Insured To This Insurance That is other insurance available to an additional insured. However, the Following provisions apply to other insurance available to any person or organization who is an additional insured under this Coverage Part; (a) Primary Insurance When Required By Contract This insurance is primary if you have agreed in a written contract, written agreement or permit that this insurance be primary, If other insurance is also primary, we will share with all that other insurance by the method described in c. below. (b) Primary And Non -Contributory To Other Insurance When Required By Contract If you have agreed in a written contract, written agreement or permit that this insurance is primary and non-contributory with the additional insured's own insurance, this insurance is primary and we will not seek contribution from that other insurance. Paragraphs (a) and (b) d❑ not apply to other insurance to which the additional insured has been added as an additional Insured. When this insurance is excess, we will have no duty Linder this Coverage Part to defend the insured against any "suit" if any other insurer has a duty to defend the insured against that "suit". If no other insurer defends, we will undertake to do so, but we will be entitted to the insured's rights against all those other Insurers. When this insurance is excess over other insurance, we will pay only our share of the amount of the loss, if any, that exceeds the sum of: (1) The total amount that all such other insurance would pay for the loss in the absence of this insurance, and (2) The total of all deductible and self - insured amounts under all that other insurance. We will share the remaining loss, if any, with any other insurance that is not described in this Excess Insurance provision and was not bought specifically to apply in excess of the Limits of Insurance shown in [fie Declarations of this Coverage Part. c. Method Of Sharing If all [he other insurance permits contribution by equal shares, we will follow this method also, Under this approach, each insurer contributes equal amounts until it has paid its applicable limit of insurance or none of the loss remains, whichever comes first. If any of the other insurance does not permit contribution by equal shares, we will contribute by limits. Under this method, each in5urers share is based on the ratio of its applicable limit of insurance to the total applicable lasts of insurance of all insurers. 8. Transfer Of Rights Of Recovery Against Others To Us a. Transfer Of Rights Of Recovery If the insured has rights to recover all or part of any payment, including Supplementary Payments, we have made under this Coverage Part, those rights are transferred to us. The insured must do nothing after loss to impair them. At our request, the insured will bring "suit" or transfer those rights to us and help us enforce them. This condition does not apply to Medical Expenses Coverage. b. Waiver Of Rights Of Recovery (Waiver Of Subrogation) If the insured has waived any rights of recovery against any person or organization for all or part of any payment, including Supplementary Payments. we have made under this Coverage Part, we also waive that right, provided the insured waived their rights of recovery against such person or organization in a contract, agreement or permit that was executed prior to the injury or damage. Form SS 00 08 04 05 Page 17 of 24 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 t5U1 )JNL55 LIAtSILiI Y LUVtKAUL VURM F. OPTIONAL ADDITIONAL INSURED 3, Additional Insured - Grantor Of Franchise COVERAGES If listed or shown as applicable in the Declarations, one or more of the following Optional Additional Insured Coverages also apply. When any of these Optional Additional Insured Coverages apply, Paragraph 6, (Additional Insureds When Required by Written Contract, Written Agreement or Permit) of Section C., Who Is An Insured, does not apply to the person or organization shown in the Declarations. These coverages are subject to the terms and conditions applicable to Business Liability Coverage in this policy, except as provided below, 1. Additional Insured - Designated Person Or Organization WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations, but only with respect to liability for 'bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: a, In the performance of your ongoing operations; or b. In connection with your premises owned by or rented to you. 2. Additional Insured - Managers Or Lessors Of Premises a, WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Designated Person Or Organization. but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you and shown in the Declarations. b. With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" which takes place after you cease to be a tenant to that premises; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organizations) shown in the Declarations as an Additional Insured - Grantor Of Franchise, but only with respect to their liability as grantor of franchise to you. 4. Additional Insured - Lessor Of Leased Equipment a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured - Lessor of Leased Equipment, but only with respect to liability for "bodily injury" "property damage" or "personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to any 'occurrence" which takes place after you cease to lease that equipment. 5. Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) .shown in the Declarations as an Additional Insured - Owners Or Other Interests From Whom Land Has Been Leased, but only with respect to liability arising out of the ownership, maintenance or use of that part of the land leased to you and shown in the Declarations. b, With respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply to: (1) Any "occurrence" that takes place after you cease to lease that land; or (2) Structural alterations, new construction or demolition operations performed by or on behalf of such person or organization. 6. Additional Insured - State Or Political Subdivision - Permits a. WHO IS AN INSURED under Section C, is amended to include as an additional insured the state or political subdivision shown in the Declarations as an Additional Page 18 of 24 Form SS 00 08 04 05 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 BUSINESS LIABILITY COVERAGE FORM Insurr:d - State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of b. With respect to the insurance afforded to business, in connection with the these additional insureds, the following distribution or sale of the products; additional exclusions apply: (f} Demonstration, installation, This insurance does not apply to: servicing or repair operations, except such operations performed (1) "Bodil inju ro ert damageor y ry,, , p p y g at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product: the state or municipality; or {gj Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product -completed or relabeled or used as a operations" hazard, container, part or ingredient of any 7. Additional Insured - Vendors other thing or substance by or for a. WHO IS AN INSURED under Section C. is the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to: sold in the regular course of the vendor's (i) The exceptions contained in business and onlyif this Coverage Pan g Subparagraphs (d) or (f); or provides coverage for "bodily injury" or "property (ii) Such inspections, damage" included within the 'products -completed operations hazard". adjustments, tests or servicing m5 the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply toy business, in connection with (a) "Bodily injury" or "property the distribution or sale of the damage" for which the vendor is products, obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products, (b) Any express warranty 8. Additional Insured - Controlling Interest unauthorized by you; WHO IS AN INSURED under Section C. is (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor, Declarations as an Additional Insured - (d) Repackaging, unless unpacked Controlling Interest, but only with respect to solely for the purpose of inspection, their liability arising out of; demonstration, testing, or the a. Their financial control of you; or substitution of parts under b, Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container; Form SS 00 08 04 05 Page 19 of 24 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 L5UNNLa�) LlAdlLll Y UUVtKAUL rUF<M This Insurance does not apply to Structural alterations, new construction and demolition operations performed by or for that person or organization. 9. Additional Insured — Owners, Lessees Or Contractors — Scheduled Person Or Organization a. WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or organization(s) shown in the Declarations as an Additional Insured — Owner, Lessees Or Contractors, but only with respect to fiability for "bodily injury", "property damage" or "personal and advertising injury r caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: (1) In the performance of your ongoing operations for the additional insureds); or (2) In connection with "your work" performed for that additional insured and included within the "products - completed operations hazard", but only if this Coverage Part provides coverage for "bodily injury" or "property damage" included within the "products -completed operations hazard". b. With respect to the insurance afforded to these additional insureds, this insurance does not apply to "bodily injury", "property damage" or "personal an advertising injury" arising out of the rendering of, or the failure to render, any professional architectural, engineering or surveying services, including: (1 ) The preparing, approving, or failure to prepare or approve, maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications; or (2) Supervisory, inspection, architectural or engineering activities. 10- Additional Insured - Co -Owner Of Insured Premises WHO IS AN INSURED under Section C. is amended to include as an additional insured the person(s) or Organization(s) shown in the Declarations as an Additional Insured — Co - Owner Of Insured Premises, but only with respect to their liability as co-owner of the premises shown in the Declarations. The limits of insurance that apply to additional insureds are described in Section D. — Limits Of Insurance. How this insurance applies when other insurance is available to an additional insured is described in the Other Insurance Condition in Section E. — Liability And Medical Expenses General Conditions, G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 1. "Advertisement" means the widespread public dissemination of information or images that has the purpose of inducing the sale of goods, products or services through: a. (1 ) Radio; (2) Television; (3) Billboard; (4) Magazine; (5) Newspaper; b. The Internet, but only that part of a web site that is about goods, products or services for the purposes of Inducing the sale of goods, products or services; or c. Any other publication that is given widespread public distribution. However, "advertisement" does not include: a. The design, printed material, information or images contained in, on or upon the packaging or labeling of any goods or products; or b. An interactive conversation between or among persons through a computer network. 2. "Advertising idea" means any idea for an "advertisement". 3. "Asbestos hazard" means an exposure or threat of exposure to the actual or alleged properties of asbestos and includes the mere presence of asbestos in any form. 4. "Auto" means a land motor vehicle, trailer or semi -trailer designed for travel on public roads, including any attached machinery or equipment. But "auto" does not include "mobile equipment", 5. "Bodily injury" means physical: a. Injury; b. Sickness; or c. Disease sustained by a person and, if arising out of the above, mental anguish or death at any time. 6. "Coverage territory" means: Page 20 of 24 Form SS 00 08 04 05 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 BUSINESS LIABILITY COVERAGE FORM a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada: if such property can be restored to use by: b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any or places included in a, above: b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means: (1) Goods or products made or sold by you in the territory described in a. above; a. A contract for a lease of premises. However, that portion of the contract for a �2) The activities of a parson whose home lease of premises that indemnifies any is in the territory described in a. person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business: or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. - Liability and Medical Expenses Limits provided the insureds responsibility to pay of Insurance, damages is determined in the United States of b. A sidetrack agreement: America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to, feet of a railroad: 7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in a. Stored as or on; connection with work for a municipality: b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury' or "property 8. "Employee" includes a "leased worker". damage" to a third person or organization, "bodily "property "Employee" does not include a "temporary provided the injury" or damage" is caused, in whole or in part, by worker", you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort iiability means a tiability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph f. includes that part of any 10- "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or 11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle. Iracks, road -beds, tunnel, a. It incorporates "your product" or ,your work" underpass or crossing. that is known or thought to be defective, However, Paragraph f, does not include deficient, inadequate or dangerous; or that part of any contract or agreement: Form SS 00 08 04 05 Page 21 of 24 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 L�UJIIVf='� LlAbILl I Y i.:UVLKAUL 1-C11-2M (1) That indemnifies an architect, engineer or surveyor for injury or damage arising out of: (a) Preparing, approving or failing to prepare or approve maps, shop drawings, opinions, reports, surveys, field orders, change orders, designs or drawings and specifications or (b) Giving directions or instructions, of failing to give them, if that is the primary cause of the injury or damage: or (2) Under which the insured, if an architect, engineer or surveyor, assumes liability for an injury or damage arising out of the insureds rendering or failure to render professional services, including those listed in (1) above and supervisory, inspection, architectural or engineering activities. 13. "Leased worker" means a person leased to you by a labor leasing firm under an agreement between you and the labor leasing firm, to perform duties related to the conduct of your business. "Leased worker" does not include a "temporary worker". 14, "Loading or unloading" means the handling of property: a. After it is moved from the place where it is accepted for movement into or onto an aircraft, watercraft or "auto"; b. While it is in or on an aircraft, watercraft or "auto": or c. While it is being moved from an aircraft, watercraft or "auto" to the place where it is finally delivered; but "loading or unloading" does not include the movement of property by means of a mechanical device, other than a hand truck, that is not attached to the aircraft, watercraft or "auto". 15. "Mobile equipment" means any of the following types of land vehicles, including any attached machinery or equipment: a. Bulldozers, farm machinery, forklifts and other vehicles designed for use principally off public roads; b. Vehicles maintained for use solely on or next to premises you own or rent; c. Vehicles that travel on crawler treads; d. Vehicles, whether self-propelled or not, or) which are permanently mounted: (1) Power cranes, shovels, loaders, diggers or drills; or (2) Road construction or resurfacing equipment such as graders, scrapers or rollers: e. Vehicles not described in a„ b., c., or d, above that are not self-propelled and are maintained primarily to provide mobility to permanently attached equipment of the following types: (1) Air compressors, pulrlps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment; or (2) Cherry pickers and similar devices used to raise or lower workers; f. Vehicles not described in a., b., C., or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos": (1) Equipment, of at least 1.000 pounds gross vehicle weight. designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning: (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. 16. "Occurrence" means an accident, including continuous or repeated exposure to substantially the same general harmful conditions. 17. "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: a. False arrest, detention or imprisonment; b. Malicious prosecution; Page 22 of 24 Form SS 00 08 04 05 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 BUSINESS LABILITY COVERAGE FORM c. The wrongfui eviction from, wrongful entry Into, or invasion of the right of private occupancy of a room, dwelling or premises that the person occupies, committed by or on behalf of its owner, landlord or lessor; d- Oral, written or electronic publication of material that slanders or libels a person or organization or disparages a person's or organization's goods, products or services; e, oral, written or electronic publication of material that violates a person's right of privacy: f. Copying, in your "advertisement", a person's or ❑rganization's "advertising idea" or style of "advertisement"; g. Infringement of copyright, slogan, or title of any literary or artistic work, in your "advertisement"; or h. Discrimination or humiliation that results in injury to the feelings or reputation of a natural person. 18, "Pollutants" means any solid, liquid, gaseous or thermal irritant or contaminant, including smoke, vapor, soot, fumes, acids, alkalis, chemicals and waste. Waste includes materials to he recycled, reconditioned or reclaimed. 19. "Products -completed operations hazard a. Includes all "bodily injury" and "property damage" occurring away from premises you own or rent and arising Out Of "your product" or "your work" except: (1) Products that are still in your physical possession; or (2) Work that has not yet been completed or abandoned. However, "your work" will be deemed to be completed at the earliest of the following times: (a) When all of the work called for in your contract has been completed. (b) When all of the work to be done at the job site has been completed if your contract calls for work at more than one job site. (c) When that part of the work done at a job site has been put to its intended use by any person or organization other than another contractor or subcontractor working on the same project. Work that may need service, maintenance, correction, repair or replacement, but which is otherwise complete, will be treated as completed. The "bodily injury" or "property damage" must occur away from premises you own or rent, unless your business Includes the selling, handling or distribution of "your product" for consumption on premises you own or rent. h. Does not include "bodily injury" or ..property damage" arising out of: (1) The transportation of property, unless the injury or damage arises out of a condition in or on a vehicle not owned or operated by you, and that condition was created by the "loading or unloading" of that vehicle by any insured; or (2) The existence of tools, uninstalled equipment or abandoned or unused materials. 20. "Property damage" means: a. Physical injury to tangible property, including all resulting loss of use of that property. All such loss of use shall be deemed to occur at the time of the physical injury that caused it; or t). Loss of use of tangible property that is not physically injured. All such loss of use shall be deemed to occur at the time of "occurrence" that caused it. As used in this definition, "electronic data" is not tangible property. 21. "Suit" means a civil proceeding in which damages because of "bodily injury", "property damage" or "personal and advertising injury" to which this insurance applies are alleged. "Suit" includes: a. An arbitration proceeding in which such damages are claimed and to which the insured must submit or does submit with our consent; or b. Any other alternative dispute resoiuiion proceeding in which such damages are claimed and to which the insured submits with our consent. 22. "Temporary worker" means a person who is furnished to you to substitute For a permanent "employee" on leave or to meet seasonal or short-term workload conditions. 23. "Volunteer worker" means a person who: a. Is not your "employee Form SS 00 08 04 05 Page 23 of 24 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 F3U'61NLSS LIABILITY COVERAGE FORM b. Donates his or her work; c. Acts at the direction of and within the scope of duties determined by you; and d. Is not paid a fee, salary or other compensation by you or anyone else for their work performed for you. 24. "Your product": a. Means: (1) Any goods or products, other than real property, manufactured, sold, handled, distributed or disposed of by: (a) You; (b) Others trading under your name; or (c) A person or organization whose business or assets you have acquired; and (2) Containers (other than vehicles), materials, parts or equipment furnished in connection with such goods or products, b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your product"; and (2) The providing of or failure to provide warnings or instructions. c. Does not include vending machines or other property rented to or located for the use of others but not sold. 25 "Your work": a. Means: (1) Work or operations performed by you or on your behalf; and (2) Materials, parts ❑r equipment furnished in connection with such work or Operations. b. Includes: (1) Warranties or representations made at any time with respect to the fitness, quality, durability, performance or use of "your work'; and (2) The providing of or failure to provide warnings or instructions. Page 24 of 24 Form SS 00 OB 04 05 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 F1 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. BUSINESS LIABILITY COVERAGE FORM AMENDATORY ENDORSEMENT This endorsement modifies insurance provided under the following: BUSINESS LIABILITY COVERAGE FORM A. Sub -subparagraphs 1.p. (7), (8), (15) of Paragraph 2., of Section B. Exclusions are deleted and replaced with the following: p. Personal and Advertising Injury: (7) (a) Arising out of any actual or alleged infringement or violation of any intellectual property right, such as copyright, patent, trademark, trade name, trade secret, service mark or other designation of origin or authenticity; or (b) Any injury or damage alleged in any claim or "suit" that also alleges an infringement or violation of any intellectual property right, whether such allegation of infringement or violation is made by you or by any other party involved in the claim or "suit", regardless of whether this insurance would otherwise apply. However, this exclusion does not apply if the only allegation in the claim or "suit" involving any intellectual property right is limited to: (1) Infringement, in your "advertisement", of: (a) Copyright; (b) Slogan; or (c) Title of any literary or artistic work; or (2) Copying, in your "advertisement", a person's or organization's "advertising idea" or style of "advertisement". (8) Arising out of an offense committed by an insured whose business is: (a) Advertising, broadcasting, publishing or telecasting; (b) Designing or determining content of web sites for others; or (c) An Internet search, access, content or service provider. However, this exclusion does not apply to Paragraphs a., b. and c. of the definition of "personal and advertising injury" under the Definitions Section. For the purposes of this exclusion, the placing of frames, borders or links, or advertising, for you or others anywhere on the Internet, is not by itself, considered the business of advertising, broadcasting, publishing or telecasting. (15) Arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information.This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of any access to or disclosure of any person's or organization's confidential or personal information. B. Subparagraph 1,r. of Section B. Exclusions is deleted and replaced with the following: r. Employment -Related Practices "Personal and advertising injury" to: (1) A person arising out of any "employment - related practices"; or Form SS00 60 09 15 Page 1 of 2 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21 -F69A9AF2C1 F5 (2) 1 hu spouse, Child, parei it, bi other or sister of that person as a consequence of "personal and advertising injury' to that person at whom any "employment -related practices" are directed. This exclusion applies: (a) Whether the injury -causing event described in the definition of "employment -related practices" occurs before employment, during employment or after employment of that person: (b) Whether the insured may be liable as an employer or in any other capacity; and (c) To any obligation to share damages with or repay someone else who must pay damages because of the injury. D. C. Subparagraph 1.q. "Electronic Data" of Section B. Exclusions is deleted and replaced with the following: q. Access Or Disclosure Of Confidential Or Personal Information And Data -related Liability (.1) Damages, other than damages because of "personal and advertising injury", arising out of any access to or disclosure of any person's or organization's confidential or personal information, including patents, trade secrets, processing methods, customer lists, financial information, credit card information, health information or any other type of nonpublic information: or (2) Damages arising out of the loss of, loss of use of, damage to, corruption of, inability to access, or inability to manipulate electronic data. This exclusion applies even if damages are claimed for notification costs, credit monitoring expenses, forensic expenses, public relations expenses or any other loss, cost or expense incurred by you or others arising out of that which is described in Paragraph (1) or (2) above. However, Llniess Paragraph (1) above applies, this exclusion does not apply to damages because of "bodily injury". As used in this exclusion, electronic data means information, Facts or computer programs stored as or on, created or used on, or transmitted to or from computer software (including systems and applications software), on hard or floppy disks, CD-ROMs, tapes, drives, cells, data processing devices or any other repositories of computer software which are used with electronically controlled equipment. The term computer programs, referred to in the Foregoing description of electronic data, means a set of related electronic instructions which direct the operations and functions of a computer or device connected to it, which enable the computer or device to receive, process, store, retrieve or send data. Sub subparagraph 7.b.(1) Other Insurance of Section E. Liability and Medical Expenses General Conditions is deleted and replaced with the following: b. Excess Insurance (1) Your Work That is Fire, Extended Coverage, Builder's Risk, Installation Risk, Owner Controlled Insurance Program or ❑CiP, Wrap Up Insurance or similar coverage for "your work"- E. Subparagraph 17. c. "Personal and Advertising Injury" of Section G, Liability and Medical Expenses Definitions is deleted and replaced with the following: "Personal and advertising injury" means injury, including consequential "bodily injury", arising out of one or more of the following offenses: c- The wrongful eviction from, wrongful entry into, or invasion of the right of private occupancy of a room, dwelling or premises that a person or organization occupies, committed by or on behalf of its owner, landlord or lessor; F- Subparagraph 17,h, of Section G, Liability and Medical Expenses Definitions deleted. Page 2 of 2 Farm SS 00 60 09 15 Docusign Envelope ID: A6BE669C-DB25-44DB-AA21-F69A9AF2C1F5 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA Policy Number:57WBCAU7ZOF Endorsement Number: Effective Date 11/27/2025 Effective hour is the same as stated on the Information Page of the policy. Named Insured and Address: R3 CONSULTING GROUP INC 1512 EUREKA RD STE 220 ROSEVILLE CA 95661 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 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE Person or Organization Job Description Any person or organization for whom you are required by written contract or agreement to obtain this waiver of rights from us Countersigned by Authorized Representative Form WC 04 03 06 (1) Printed in U.S.A. Process Date: 06/08/22 Policy Expiration Date: 11/27/26