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July 15, 2024 Page 8 City of San Leandro/ACI Franchise Agreement transfer directly from the Generator to Contractor, with the exception of Excluded Waste if the Contractor 258 can identify the Generator pursuant to Section 5.8.B. Once Recyclable Materials, Organic Materials, C&D 259 Debris, and/or Solid Waste are deposited by Contractor at the appropriate Designated Facility, such 260 materials shall become the responsibility of the Owner or operator of the Designated Facility with the 261 exception of Excluded Waste pursuant to Section 5.8.C. 262 Responsibility for Excluded Waste that has been inadvertently Collected by the Contractor shall remain 263 with the Contractor if it cannot identify the Generator, and Contractor shall assume all responsibility for 264 its proper Disposal. 265 3.5 CITY-DIRECTED CHANGES TO SCOPE 266 Upon request by the City, Contractor shall provide a proposal to implement any modification to existing 267 services (which may include use of Approved Facilities) under this Agreement as directed by the City. In 268 such case, Contractor shall present, within thirty (30) calendar days of City’s request, unless an alternate 269 schedule is mutually agreed-upon, a written proposal to provide such modified or additional services, or 270 obligations including adjustments in Contractor’s Compensation. City shall review the Contractor’s 271 proposal for the change in scope of services and compensation. City and Contractor shall meet and confer 272 to negotiate Contractor’s proposed revisions and costs and shall amend this Agreement, as appropriate, 273 to reflect the mutually agreed-upon changes in scope. If the City and Contractor are unable to agree on 274 terms and conditions, including compensation adjustments, of such services within ninety (90) calendar 275 days from City receipt of Contractor’s proposal for such services, the City may permit other Persons to 276 provide such services, provided that such services do not conflict with the exclusivity granted to the 277 Contractor under Section 1.1. Nothing herein shall prevent the City from soliciting cost and operating 278 information from other Persons in order to inform the City’s evaluation of Contractor’s proposal. 279 At any time during the Term of this Agreement, the City may solicit proposals from other Persons for 280 services not contemplated under this Agreement. In the event that contracting with other Persons for 281 such services will reduce Contractor’s Compensation under this Agreement, as described in Article 8, the 282 Contractor shall be offered the opportunity to match any other Person’s proposed pricing and retain the 283 added scope of services. However, nothing in this Agreement shall prevent the City from contracting with 284 other Persons in the event that Contractor is unable or unwilling to provide such services at or below the 285 cost proposed by the other Person. 286 ARTICLE 4. 287 SCOPE OF SERVICES 288 Contractor shall perform the Recyclable Materials, Organic Materials, Bulky Item, C&D Debris, and Solid 289 Waste Collection services described in this Article 4. This Article 4 describes the general requirements for 290 the services to be provided. More specific requirements for how each service shall be provided to each 291 Customer Type are described in Exhibit B. Failure to specifically require an act necessary to perform the 292 service does not relieve Contractor of its obligation to perform such act. 293 4.1 DESIGNATED FACILITIES 294 Contractor shall deliver all Discarded Materials and C&D Debris to the appropriate Approved or 295 Designated Facility for each material type and shall comply with all material delivery procedures specified 296 Docusign Envelope ID: 908A450D-1F36-4C09-B8A4-C1D639B5A05A