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<br />Non-Professional Services Agreement between Last Revised 3/14/2025
<br />City of San Leandro and Synagro-WWT Inc. Page 15 of 18
<br />Contractor hereby warrants that it is not now, nor has it been in the previous 12 months, an
<br />employee, agent, appointee, or official of the City. If Contractor was an employee, agent,
<br />appointee, or official of the City in the previous 12 months, Contractor warrants that it did
<br />not participate in any manner in the forming of this Agreement. Contractor understands
<br />that, if this Agreement is made in violation of California Government Code Section 1090 et
<br />seq., the entire Agreement is void and Contractor will not be entitled to any compensation
<br />for services performed pursuant to this Agreement, including reimbursement of expenses,
<br />and Contractor will be required to reimburse the City for any sums paid to the Contractor.
<br />Contractor understands that, in addition to the foregoing, it may be subject to criminal
<br />prosecution for a violation of California Government Code Section 1090 et seq., and, if
<br />applicable, will be disqualified from holding public office in the State of California.
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<br />10.7 Solicitation. Contractor agrees not to solicit business at any meeting, focus group, or
<br />interview related to this Agreement, either orally or through any written materials.
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<br />10.8 Contract Administration. This Agreement shall be administered by Hayes Morehouse
<br />("Contract Administrator"). All correspondence shall be directed to or through the Contract
<br />Administrator or his or her designee.
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<br />10.9 Relief for Force Majeure/Uncontrollable Circumstances; Change in Law
<br />Neither Party shall be liable to the other Party for breach or for failure or delay in the
<br />performance of its obligations hereunder caused by any act or occurrence beyond its
<br />reasonable control, including, but not limited to: fires; floods; strikes (except any strikes
<br />involving a Party’s personnel); a change in Federal, State, or local law or ordinance; orders
<br />or judgments of any Federal, State or local court, administrative agency or governmental
<br />body; change in permit conditions or requirements; accidents; extreme weather conditions
<br />including, for example, hurricanes, tornadoes, unusually high amounts of precipitation,
<br />unusual extremes of temperature or wind, or unusually extended periods of adverse
<br />weather conditions; acts of war, aggression or terrorism (foreign or domestic); riot,
<br />insurrection; equipment failure (other than due to the inadequate maintenance thereof);
<br />and acts of God, which makes performance impossible or commercially impracticable. It is
<br />specifically understood that, without limitation, none of the following acts, events or
<br />circumstances shall constitute an act or occurrence beyond a Party’s reasonable control ,
<br />impossible or commercially impracticable: (i) reasonably anticipated weather conditions
<br />normal for the region in which the work is performed,(ii) any failure to pay any sums in
<br />accordance with the terms of this Contract, (iii) financial hardship, loss of profit, or
<br />increased costs, (iv) changes in market prices or conditions. Whenever the provisions of
<br />this Section are believed to apply, the Party relying thereon shall give prompt notice to the
<br />other Party of the circumstances, the basis for applicability of this Section and the time
<br />required to cure such breach or delay. Contractor shall promptly provide notice of the
<br />need, if any, for additional compensation or for renegotiation of terms in order to mitigate
<br />the effects of such event or to comply with a change in law or regulation or interpretation
<br />thereof. Contractor shall be entitled to additional time and compensation if such event
<br />delays performance into a season different from that assumed when this Contract was
<br />executed. Contractor and City shall use reasonable best efforts to agree on appropriate
<br />mitigating actions under the circumstances.
<br />Docusign Envelope ID: 19E78A5F-B4E6-41B2-A464-8A2BC866FFC4
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