AgdaPkt 2018-03-26 Joint SA PFA - Laserfiche WebLink

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REV: 03-16-18 MI ATTY/AGR/2018.054/RECOLOGY OF SAN MATEO Page 6 of 119 ARTICLE 3 148 TERM OF AGREEMENT 149 3.01 EFFECTIVE DATE AND COMMENCEMENT DATE 150 This Agreement shall become binding and enforceable as of the date (the “Effective Date”) 151 that two-thirds (2/3) of SBWMA’s Member Agencies have approved and signed 152 agreements with Contractor substantially similar to this one, as required by Section 3.04.B, 153 and all other conditions set forth in Sections 3.04.A and 3.04.B have been satisfied or 154 waived. 155 Contractor’s obligation to Collect Solid Waste, Targeted Recyclable Materials, and 156 Organic Materials under the terms and conditions of this Agreement shall begin on 157 January 1, 2021 at 12:01 a.m. (the “Commencement Date”) and shall continue for the 158 remainder of the Term. 159 Between the Effective Date and Commencement Date, Contractor shall perform all 160 activities necessary to prepare itself to start providing services required by this Agreement 161 on the Commencement Date. 162 3.02 TERM 163 Notwithstanding any other provision of this Agreement to the contrary, the 2009 Franchise 164 Agreement, this amendment and restatement thereof, and any other amendments 165 mutually agreed by the Parties, shall together constitute a single agreement between the 166 Parties with a single unbroken term (the “Term”). 167 The original Term, set forth in the 2009 Franchise Agreement, began on January 1, 2011 168 with an initial duration of ten (10) years, ending on December 31, 2020. This amendment 169 and restatement extends the Term for an additional fifteen (15) years, for a total Term of 170 twenty-five (25) years. Upon the Effective Date, the Term shall be extended until midnight 171 on December 31, 2035, unless earlier terminated, or extended as provided in Section 3.03. 172 Except as provided below in this Section 3.02, the Parties intend for the 2009 Franchise 173 Agreement to govern the rights and obligations of the Parties through December 31, 2020, 174 and for this Agreement to govern the rights and obligations of the Parties from and after 175 January 1, 2021. Thus, to the extent this Agreement amends the 2009 Franchise 176 Agreement, the amendments shall not take effect until January 1, 2021, and shall not be 177 retroactive. 178 As an exception to the foregoing, upon the Effective Date, (i) the 2009 Franchise 179 Agreement shall be amended to extend the Term to 2035 as provided above, and (ii) the 180 2009 Franchise Agreement shall be amended to the extent necessary to give effect to 181 Section 11.02.F of this Agreement. 182 3.03 EXTENSION OF TERM 183 A. Voluntary Extension. At Agency’s discretion, but subject to Contractor’s consent, 184 this Agreement may be extended without amendment for a period of no less than one 185 (1) and no more than five (5) additional years for a total Term that does not exceed 186 thirty (30) years or extend beyond December 31, 2040. If Agency desires to extend 187 the Agreement, Agency shall provide the Contractor with written notice of its intention 188 6.2.B. - Page 19