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July 2024 Page 2 City of San Leandro Post Collection WHEREAS, pursuant to California Public Resources Code Section 40059(a)(2), the City has determined that 36 the public health, safety, and well-being require that an exclusive right be awarded to a qualified 37 Contractor to provide for the Processing of Recyclable Materials, Organic Materials, and C&D; for the 38 Disposal of Solid Waste; and other services related to meeting the City’s economic and environmental 39 goals; and 40 WHEREAS, the City further declares its intent to approve and maintain reasonable Rates for the Processing 41 and Disposal of Recyclable Materials, Organic Materials, C&D, and Solid Waste; and 42 WHEREAS, the City desires, having determined that Contractor, by demonstrated experience, reputation, 43 and capacity, is qualified to provide for the Processing of Recyclable Materials, Organic Materials, and 44 C&D generated within the corporate limits of the City and/or the Transfer and Transport of Recyclable 45 Materials, Organic Materials, C&D, and Solid Waste to appropriate places of Processing, Recycling, 46 Composting, and/or Disposal, that Contractor be engaged to perform such services on the basis set forth 47 in this Agreement; and 48 WHEREAS, the City and Contractor have attempted to address conditions affecting their performance of 49 services under this Agreement but recognize that reasonably unanticipated conditions may occur during 50 the Term of this Agreement that will require the Parties to meet and confer to reasonably respond to such 51 changed conditions; and 52 WHEREAS, under Municipal Code Section 3-6-300, the City may enter into a contract for the Processing 53 and/or Disposal of all refuse in and from the City and the collection of Rates therefore, and the City Council 54 is authorized to enter into such contract with any terms it deems necessary to protect the best interests 55 of the City. 56 NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained in this 57 Agreement and for other good and valuable consideration, the Parties agree as follows: 58 ARTICLE 1. 59 GRANT AND ACCEPTANCE OF EXCLUSIVE 60 RIGHTS 61 1.1 GRANT AND ACCEPTANCE OF EXCLUSIVE RIGHTS 62 By the signing of this Agreement, the City grants to Contractor and Contractor accepts an exclusive right 63 to Process and Dispose of all City Delivered Materials for which they have been awarded service including 64 the Transfer and Transport of such materials. The rights granted to Contractor shall be for the scope of 65 services described in this Agreement except where otherwise precluded by Federal, State, and local laws 66 and regulations. 67 This Agreement and scope of these exclusive rights shall be interpreted to be consistent with Applicable 68 Law, now and during the Term of the Agreement. If future judicial interpretations of current law or new 69 laws, regulations, or judicial interpretations limit the ability of the City to lawfully contract for the scope 70 of services in the manner consistent with all provisions as specifically set forth herein, Contractor agrees 71 that the scope of the Agreement will be limited to those services and materials which may be lawfully 72 included herein and that the City shall not be responsible for any lost profits or losses claimed by 73 Docusign Envelope ID: DD1D0F3A-E7BC-4C69-8F25-5A59BD356B1B