Complete_with_DocuSign_San_Leandro_and_Waste

Home

July 15, 2024 Page 7 City of San Leandro Post Collection 3.2 USE OF APPROVED FACILITIES 218 The Contractor, without constraint and as a free-market business decision in accepting this Agreement, 219 agrees to use the Approved Facility(ies) for the purposes of performing Post-Collection Services under this 220 Agreement. Such decision by Contractor in no way constitutes a restraint of trade notwithstanding any 221 Change in Law regarding flow control limitations or any definition thereof. 222 3.3 SUBCONTRACTING 223 Contractor is solely responsible for management and oversight of the activities of all Subcontractor (s). 224 Contractor shall be considered to be in breach or default should the activities of any Subcontractor(s) 225 constitute a breach or event of default under this Agreement. 226 Contractor shall not engage a Subcontractor(s) for Post-Collection Services without the prior written 227 consent of City Contract Manager, which may be granted subject to their reasonable discretion. As of the 228 Effective Date of this Agreement, City has approved Contractor’s use of Subcontractor (s) identified in 229 Contractor’s Proposal, included herein as Exhibit G. Following the Effective Date, if the Contractor plans 230 to engage any Affiliate as a Subcontractor in the provision of services, Contractor shall provide City 231 Contract Manager with thirty (30) calendar days written notification of its plans and provide an 232 explanation of any potential impacts related to the quality, timeliness, or cost of providing services under 233 this Agreement. Contractor shall require that all Subcontractors file an insurance certificate with the City 234 describing such Subcontractor’s insurance coverage, and name City as an additional insured. The City Risk 235 Manager may waive or excuse these insurance requirements in its sole discretion. Contractor shall require 236 that all Subcontractors comply with all material terms of this Agreement. 237 3.4 RESPONSIBILITY FOR MATERIALS 238 Once City Delivered Materials are delivered to the Approved Facility(ies) and received and Accepted by 239 Contractor, ownership and the right to possession of City Delivered Materials will transfer directly from 240 the Collection Contractor or other Person designated to deliver City Delivered Materials to Contractor, 241 with the exception of Excluded Waste if Contractor can identify the Excluded Waste pursuant to Section 242 5.2.2. For Solid Waste received at the Disposal Facility, Contractor may retain, Recycle, Process, Dispose 243 of, and otherwise use City’s Solid Waste in any lawful fashion or for any lawful purpose. Both benefits and 244 Liabilities resulting from ownership and possession will accrue to Contractor. 245 3.5 CITY-DIRECTED CHANGES TO SCOPE 246 A. General. City may direct Contractor to perform additional services (including, but not limited to, the 247 performance of additional Diversion activities) or the Contractor may propose additional services. 248 Per-Ton Rates will be increased or decreased, in accordance with this Section, to give effect to these 249 adjustments. 250 At any time during the Term of this Agreement, the City may solicit proposals from other Persons 251 for services not contemplated under this Agreement. In the event that contracting with other 252 Persons for such services will reduce Contractor’s Compensation or increase Contractor’s costs 253 under this Agreement, the Contractor shall be offered the opportunity to match any other 254 Person’s proposed pricing and provide the added scope of services. However, nothing in this 255 Agreement shall prevent the City from contracting with other Persons in the event that Contractor 256 is unable or unwilling to provide such services at or below the cost proposed by the other Person. 257 Docusign Envelope ID: C78C62DE-8589-496F-8F5A-DEC38EE5853C