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July 15, 2024 Page 7 City of San Leandro/ACI Franchise Agreement D. Furnishing all labor, supervision, vehicles, Containers, other equipment, materials, supplies, and all 220 other items and services necessary to perform its obligations under this Agreement; 221 E. Paying all expenses related to provision of services required by this Agreement including, but not 222 limited to, taxes, regulatory fees (including City Reimbursements), and utilities; 223 F. Performing or providing all services necessary to fulfill its obligations in substantial conformance 224 with the Contractor’s Proposal, and in full accordance with this Agreement, and the performance 225 standards contained within, at all times using best industry practice for comparable operations; and, 226 G. Complying with all Applicable Laws. 227 The enumeration and specification of particular aspects of service, labor, or equipment requirements shall 228 not relieve Contractor of the duty to perform all other tasks and activities necessary to fulfill its obligations 229 under this Agreement, regardless of whether such requirements are enumerated elsewhere in the 230 Agreement, unless excused in accordance with Section 10.7. 231 3.2 USE OF APPROVED AND DESIGNATED FACILITIES 232 The Contractor, without constraint and as a free-market business decision in accepting this Agreement, 233 agrees to use the Approved Facility(ies) and Designated Facility(ies) for the purposes of Processing 234 Recyclable Materials, Organic Materials, and C&D Debris, Disposing of all Solid Waste, and Processing or 235 Disposing as applicable of other materials Collected in the City Service Area. Such decision by Contractor 236 in no way constitutes a restraint of trade notwithstanding any Change in Law regarding flow control 237 limitations or any definition thereof. 238 3.3 SUBCONTRACTING 239 Contractor is solely responsible for management and oversight of the activities of all Subcontractor(s). 240 Contractor shall be considered to be in breach or default should the activities of any Subcontractor(s) 241 constitute a breach or event of default under this Agreement. 242 Contractor shall not engage a subcontractor or Subcontractor(s) for Collection of Recyclable Materials, 243 Organic Materials, C&D Debris, or Solid Waste services without the prior written consent of City Contract 244 Manager, which may be granted in their sole discretion. As of the Effective Date of this Agreement, City 245 has approved Contractor’s use of the subcontractor(s) and Subcontractor(s) identified in Contractor’s 246 Proposal, included herein as Exhibit G5. If the Contractor plans to engage any Affiliate as a Subcontractor 247 in the provision of services, Contractor shall provide City Contract Manager with thirty (30) calendar days 248 written notification of its plans and provide an explanation of any potential impacts related to the quality, 249 timeliness, or cost of providing services under this Agreement. Contractor shall require that each 250 Subcontractor file an insurance certificate with the City describing such Subcontractor’s insurance 251 coverage, and name City as an additional insured. The City Contract Manager may waive or excuse these 252 insurance requirements in its sole discretion. Contractor shall require that all Subcontractors comply with 253 all material terms of this Agreement. 254 3.4 RESPONSIBILITY FOR MATERIALS 255 Once Recyclable Materials, Organic Materials, C&D Debris, and/or Solid Waste are placed in the 256 Contractor’s Containers and at the Collection location, the responsibility for their proper handling shall 257 Docusign Envelope ID: 908A450D-1F36-4C09-B8A4-C1D639B5A05A