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July 2024 Page 7 City of San Leandro Post Collection E. Paying all expenses related to provision of services required by this Agreement including, but not 219 limited to, taxes, regulatory fees (including City Reimbursements), and utilities; 220 F. Performing or providing all services necessary to fulfill its obligations in substantial conformance 221 with the Contractor’s Proposal, and in full accordance with this Agreement, and the performance 222 standards contained within, at all times using best industry practice for comparable operations; and, 223 G. Complying with all Applicable Laws. 224 The enumeration and specification of particular aspects of service, labor, or equipment requirements shall 225 not relieve Contractor of the duty to perform all other tasks and activities necessary to fulfill its obligations 226 under this Agreement, regardless of whether such requirements are enumerated elsewhere in the 227 Agreement, unless excused in accordance with Section 10.7. 228 3.2 USE OF APPROVED FACILITIES 229 The Contractor, without constraint and as a free-market business decision in accepting this Agreement, 230 agrees to use the Approved Facility(ies) for the purposes of performing Post-Collection Services under this 231 Agreement. Such decision by Contractor in no way constitutes a restraint of trade notwithstanding any 232 Change in Law regarding flow control limitations or any definition thereof. 233 3.3 SUBCONTRACTING 234 Contractor is solely responsible for management and oversight of the activities of all Subcontractor(s). 235 Contractor shall be considered to be in breach or default should the activities of any Subcontractor(s) 236 constitute a breach or event of default under this Agreement. 237 Contractor shall not engage a Subcontractor(s) for Post-Collection Services without the prior written 238 consent of City Contract Manager, which may be granted in their sole discretion. As of the Effective Date 239 of this Agreement, City has approved Contractor’s use of Subcontractor(s) identified in Contractor’s 240 Proposal, included herein as Exhibit G. Following the Effective Date, if the Contractor plans to engage any 241 Affiliate as a Subcontractor in the provision of services, Contractor shall provide City Contract Manager 242 with thirty (30) calendar days written notification of its plans and provide an explanation of any potential 243 impacts related to the quality, timeliness, or cost of providing services under this Agreement. Contractor 244 shall require that all Subcontractors file an insurance certificate with the City describing such 245 Subcontractor’s insurance coverage, and name City as an additional insured. The City Contract Manager 246 may waive or excuse these insurance requirements in its sole discretion. Contractor shall require that all 247 Subcontractors comply with all material terms of this Agreement. 248 3.4 RESPONSIBILITY FOR MATERIALS 249 Once City Delivered Materials are delivered to the Approved Transfer Facility or the Approved Recyclable 250 Materials Processing Facility and received and Accepted by Contractor, ownership and the right to 251 possession of City Delivered Materials will transfer directly from the Collection Contractor or other Person 252 designated to deliver City Delivered Materials to Contractor, with the exception of Excluded Waste if 253 Contractor can identify the Excluded Waste pursuant to Section 5.2.2. Both benefits and Liabilities 254 resulting from ownership and possession will accrue to Contractor. 255 Docusign Envelope ID: DD1D0F3A-E7BC-4C69-8F25-5A59BD356B1B