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July 15, 2024 Page 4 City of San Leandro/ACI Franchise Agreement L. Materials Generated by State and County Facilities. Materials generated by State and County 109 facilities located in the City provided that the Generator self-hauls, has arranged services with 110 other Persons, or has arranged services with the Contractor through a separate agreement. 111 M. Climate and Disaster Resiliency Debris. Debris generated as result of a wartime, natural, physical, 112 or other disaster that Contractor is unable to Collect within a reasonable timeframe as determined 113 by the City or that the City directs Contractor to not Collect in accordance with the Climate and 114 Disaster Response Plan described in Section 4.15. City reserves the right to enter into a third-party 115 agreement to provide disaster debris Collection services that augment those provided by the 116 Contractor. 117 Contractor acknowledges and agrees that the City may permit other Persons besides the Contractor to 118 Collect any and all types of materials excluded from the scope of this Franchise, as set forth above, without 119 seeking or obtaining approval of Contractor. If Contractor can produce evidence that other Persons are 120 servicing Collection Containers or are Collecting and Transporting Recyclable Materials, Organic Materials, 121 and/or Solid Waste in a manner that is not consistent with this Agreement or the City’s Code, it shall 122 report the location, name, and phone number of the Person or company to the City’s Contract Manager 123 along with Contractor’s evidence. In such case, City may notify the Generator and Person providing 124 service in violation of Contractor’s rights under this Agreement, and Contractor shall have the right to take 125 legal action to enforce its rights under this Agreement. 126 This Agreement and scope of this franchise shall be interpreted to be consistent with Applicable Law, now 127 and during the Term of the Agreement. If future judicial interpretations of current law or new laws, 128 regulations, or judicial interpretations limit the ability of the City to lawfully contract for the scope of 129 services in the manner consistent with all provisions as specifically set forth herein, Contractor agrees that 130 the scope of the Agreement will be limited to those services and materials which may be lawfully included 131 herein and that the City shall not be responsible for any lost profits or losses claimed by Contractor to 132 arise out of limitations to the scope or provisions of the Agreement set forth herein. In such an event, it 133 shall be the responsibility of Contractor to minimize the financial impact of such future judicial 134 interpretations or new laws and the Contractor may meet and confer with City and may petition for a Rate 135 adjustment pursuant to Section 8.3. 136 1.3 OBLIGATIONS OF PARTIES 137 In addition to the specific performance required under the Agreement, City and Contractor shall: 138 A. Use their reasonable commercial efforts to cooperatively enforce the exclusive nature of the 139 franchise by the Contractor’s identification and documentation of violations of the franchise 140 Agreement and through Contractor’s notification to Generators and collection companies 141 reasonably believed to be violating the franchise regarding the terms of this Agreement. 142 B. Provide timely notice to one another of a perceived failure to perform any obligations under this 143 Agreement and access to information demonstrating the Party’s failure to perform. 144 C. Provide timely access to the City Contract Manager and the Contractor’s designated representative, 145 and complete and timely responses to requests of the other Party. 146 Docusign Envelope ID: 908A450D-1F36-4C09-B8A4-C1D639B5A05A