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July 15, 2024 Page 6 City of San Leandro/ACI Franchise Agreement 1. Materially adversely affect the performance by Contractor of its obligations hereunder; 183 2. Adversely affect the validity or enforceability of this Agreement; or, 184 3. Have a material adverse effect on the financial condition of Contractor, or any surety or entity 185 guaranteeing Contractor’s performance under this Agreement. 186 D. Permits Furnished. Contractor has provided City with copies of all permits necessary for operation 187 of all Approved Facilities owned or operated by Contractor or any Subcontractor for use under the 188 terms of this Agreement. 189 E. Legal Challenge. Contractor understands and acknowledges that the award of this Agreement may 190 be subject to review and repeal by the City’s citizens through a referendum or similar petition, and 191 to various types of legal and environmental challenges (such referenda, similar petition, and legal 192 and environmental challenges being referred to collectively as “Legal Challenges”). Accordingly, this 193 Agreement shall not become effective until the City Manager or City Manager’s designee reasonably 194 determines that (i) any Legal Challenges that had been initiated as of the time of such determination 195 have been resolved in favor of the City’s award of this Agreement to Contractor; and, (ii) the 196 deadline to initiate any additional Legal Challenges has expired; provided, however, that Contractor 197 shall be entitled to rescind this Agreement upon thirty (30) days’ prior written notice to the City 198 Manager if such determination is not made within seventy-five (75) days after City Council approval 199 of the Agreement. To the fullest extent permitted by law, Contractor shall defend, indemnify, and 200 hold the City, its Mayor, Council, officers, representatives, agents, employees, and volunteers 201 harmless against any and all liabilities, claims, losses, damages, or expenses including reasonable 202 attorney’s fees and costs, arising from any Legal Challenges, such indemnity obligation not to exceed 203 $250,000. In the event of any election regarding a Legal Challenge, City shall meet and confer with 204 Contractor to determine if the City will hold an election on the Legal Challenge. Contractor shall 205 have the option of asking the City not to contest the Legal Challenge. If City decides to conduct an 206 election, Contractor shall reimburse City for its reasonable costs of doing so. 207 ARTICLE 3. 208 SCOPE OF AGREEMENT 209 3.1 SUMMARY SCOPE OF SERVICES 210 The Contractor or its Subcontractor(s) shall be responsible for the following: 211 A. Collecting Recyclable Materials, Organic Materials, Bulky Items, C&D Debris, and Solid Waste (with 212 the exception of materials excluded under Article 1) generated by and placed for Collection by 213 Customers pursuant to the requirements of Article 4 and Exhibit B; 214 B. Transporting Collected materials to the appropriate Approved Reusable Material Processing Facility 215 or Designated Facilities pursuant to requirements of Article 4 and Exhibit B; 216 C. Performing all other services required by this Agreement including, but not limited to, Customer 217 billing, public education, Customer service, record keeping, and reporting pursuant to Articles 4 and 218 6 and Exhibits C and D; 219 Docusign Envelope ID: 908A450D-1F36-4C09-B8A4-C1D639B5A05A