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July 15, 2024 Page 51 City of San Leandro Post Collection 10.10 COOPERATION AND DISPUTES BETWEEN CONTRACTORS 1966 Contractor shall fully comply with its obligations to provide services under this Agreement including 1967 Acceptance of City Delivered Materials by the Collection Contractor in a manner that meets the 1968 requirements of this Agreement and Applicable Law. Contractor shall also fully comply with its obligations 1969 to deliver City Delivered Materials to Approved Processing and Approved Disposal Facilities. In the event 1970 of disputes between the Collection Contractor and the Contractor or between Contractor and the 1971 Approved Facility(ies), either party may provide written notice of the dispute to the City and any other 1972 party involved in the dispute. If Contractor initiates a written notice of dispute, such notice shall include 1973 a summary of the dispute, the section(s) of the Agreement or agreements the asserted dispute arises 1974 from, an estimate of the financial implications to Contractor asserted, and a proposed resolution . 1975 Contactor agrees to timely meet and confer directly with the Collection Contractor or Approved 1976 Facility(ies) in good faith to resolve the dispute for thirty (30) calendar days following the initial notice to 1977 the City and the other involved party. A longer period may be established if mutually agreed upon 1978 between the parties. If at the end of the thirty (30) day period, Contractor and the Collection Contractor 1979 or Contractor and Approved Facility(ies) have met and conferred in good faith but have not resolved the 1980 dispute, either party to the dispute may notify the City and the City shall facilitate the dispute resolution 1981 procedure in accordance with Section 10.9 as well as any applicable provisions of the involved party’s 1982 contract with the City. In the event of a dispute, Contractor shall continue performance of Contractor’s 1983 obligations under this Agreement and shall attempt to continue to resolve that dispute in a cooperative 1984 manner, including but not limited to negotiating in good faith. 1985 10.11 ACTS NECESSARY TO PERFORM SERVICE 1986 The City’s failure to specifically require an act necessary to perform any of the services required under 1987 this Agreement and comply with Appliable Law does not relieve Contractor of its obligation to perform 1988 such act, or the service(s) dependent on such act, or to comply with Applicable Law at all times throughout 1989 the Term of this Agreement. Further, any suggestions or recommendations, whether verbal or in writing, 1990 made by the City to Contractor shall not be relied upon by Contractor to the extent such suggestions or 1991 recommendations may compromise or inhibit Contractor’s performance under this Agreement or ability 1992 to comply with Applicable Law. Contractor assumes all liability and responsibility for actions and inactions 1993 to perform services under this Agreement in accordance with Applicable Law and expressly waives any 1994 claims against the City or use of City’s actions or inactions as a legal defense for Contractor’s failure to 1995 perform or comply with Applicable Law in the performance of this Agreement. 1996 In the event of any ambiguity as to the interpretation of the Agreement or the requirements of Contractor 1997 under this Agreement, Contractor shall be responsible for seeking clarity and approval from the City prior 1998 to engaging in actions to resolve ambiguities not otherwise explicitly stated in the Agreement. To the 1999 extent that the Contractor engages or fails to engage in performing an act in violation of this Agreement 2000 or Applicable Law and fails to obtain explicit written permission from the City in advance, the Contractor 2001 shall be solely liable and the City shall not be responsible for any payment, compensation adjustments, or 2002 administrative support arising from Contractor’s actions or inactions. To the extent the Contractor’s non-2003 compliance results in increased costs to the City, City shall notify the Contractor, identifying the dollar 2004 value of such cost impacts, and Contractor shall, within thirty (30) calendar days of written notice from 2005 the City, remit such costs to the City in the form of a direct payment sent or delivered to the City or paid 2006 to the City via an electronic payment method. The City retains the right to pursue any remedies specified 2007 in this Article in the event of non-compliance, at the City Contract Manager’s sole discretion. 2008 Docusign Envelope ID: C78C62DE-8589-496F-8F5A-DEC38EE5853C