Agmt 2000 Alameda County Industries Inc ACI

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workers as required bylaw. 3.10 TRANSITION PLAN The Parties recognize that substantial planning is required in order to ensure orderly provision of Franchise Services on and after the Effective Date. The Contractor has prepared a detailed Transition Plan addressing, among other things, the steps the Contractor will take and the schedule on which it will take them, to prepare for provision of Franchise Services. The Transition Plan specifies the Contractor's schedule for acquiring all necessary equipment, hiring personnel, and otherwise arranging for the collection, transportation, billing of customers, processing and marketing activities specified in this Agreement Material failure on the part of the Contractor to adhere to the Transition Plan will constitute a breach of this Agreement and, if not cured, an Event of Default under Article 11.2. The Transition Plan is attached as Exhibit D. 3.11 AB 939 GOALS The Contractor agrees to work with the City in achieving its AB 939 goals as follows. If data indicates Contractors services are not resulting in the anticipated diversion levels far the waste stream collected by the Contractor under this Agreement, the Contractor agrees to submit proposals to the City throughout the term of this Agreement for additional programs to achieve the City's diversion obligations under AB 939. Such proposals shall include services and technologies appropriate to the needs at costs comparable to industry averages. The Contractor shall present a method(s) for measuring diversion levels to the City Representative by July 2000. The method(s) shall be reviewed and approved by the City Representative. The Contractor agrees, should the City fail to achieve its AB 939 goals because the Contractor is not fulfilling its obligations under this Agreement, the Contractor shall indemnify the City against all claims arising out of such failure, unless the reasons for the failure were demonstrably beyond the Contractor's ability to control or effect including the City's refusal to adjust Rates to insure a fair and reasonable rate of return for such new services and technology. The Contractor shall prepare a plan to provide specific and quantifiable incentives to Residential and Commercial Customers to assist the City in achieving its AB 939 goals. Upon approval of such plan, it shall become a part of this Agreement. Such plan shall be prepared by July 1, 2000. 3.12 CONDITIONS TO EFFECTIVENESS OF AGREEMENT This Agreement shall not become effective and the City shall not be obligated to permit this Agreement to become effective and to perform the undertakings provided for in this Agreement unless each and all of the conditions set out below are satisfied or waived, in written farm, in whole or in part by the City. Waiver of any of the following as a condition to the effectiveness of this Agreement will not preclude the City from pursuing any claim for breach of this Agreement. A. Accuracy of Representations. The representations and warranties made by the Contractor in Article 2 of this Agreement and in its proposals are true and correct on and as of the Signature Date. ]:\wpd\ata8\slmi\franchisenew2.wpd 02/01/00 Page 15 of 59