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July 15, 2024 Page 2 City of San Leandro Post Collection Contractor to provide for the Processing of Organic Materials and C&D; for the Disposal of Solid Waste; 37 and other services related to meeting the City’s economic and environmental goals; and 38 WHEREAS, the City further declares its intent to approve and maintain reasonable Rates for the Processing 39 and Disposal of Organic Materials, C&D, and Solid Waste; and 40 WHEREAS, the City desires, having determined that Contractor, by demonstrated experience, reputation, 41 and capacity, is qualified to provide for the Processing of Organic Materials and C&D, and Disposal of Solid 42 Waste, generated within the corporate limits of the City, and that Contractor be engaged to perform such 43 services on the basis set forth in this Agreement; and 44 WHEREAS, the City and Contractor have attempted to address conditions affecting their performance of 45 services under this Agreement but recognize that reasonably unanticipated conditions may occur during 46 the Term of this Agreement that will require the Parties to meet and confer to reasonably respond to such 47 changed conditions; and 48 WHEREAS, under Municipal Code Section 3-6-300, the City may enter into a contract for the Processing 49 and/or Disposal of all refuse in and from the City and the collection of Rates therefore, and the City Council 50 is authorized to enter into such contract with any terms it deems necessary to protect the best interests 51 of the City. 52 NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained in this 53 Agreement and for other good and valuable consideration, the Parties agree as follows: 54 ARTICLE 1. 55 GRANT AND ACCEPTANCE OF EXCLUSIVE 56 RIGHTS 57 1.1 GRANT AND ACCEPTANCE OF EXCLUSIVE RIGHTS 58 By the signing of this Agreement, the City grants to Contractor and Contractor accepts an exclusive right 59 to Process and Dispose of all City Delivered Materials for which they have been awarded service. The 60 rights granted to Contractor shall be for the scope of services described in this Agreement except where 61 otherwise precluded by Federal, State, and local laws and regulations. 62 This Agreement and scope of these exclusive rights shall be interpreted to be consistent with Applicable 63 Law, now and during the Term of the Agreement. If future judicial interpretations of current law or new 64 laws, regulations, or judicial interpretations limit the ability of the City to lawfully contract for the scope 65 of services in the manner consistent with all provisions as specifically set forth herein, Contractor agrees 66 that the scope of the Agreement will be limited to those services and materials which may be lawfully 67 included herein and that the City shall not be responsible for any lost profits or losses claimed by 68 Contractor to arise out of limitations to the scope or provisions of the Agreement set forth herein. In such 69 an event, it shall be the responsibility of Contractor to minimize the financial impact of such future judicial 70 interpretations or new laws and the Contractor may meet and confer with City and may petition for a Rate 71 adjustment pursuant to Section 8.4. 72 Docusign Envelope ID: C78C62DE-8589-496F-8F5A-DEC38EE5853C