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July 15, 2024 Page 47 City of San Leandro Post Collection E. Other Available Remedies. City’s election of one (1) or more remedies described herein shall not 1803 limit the City from any and all other remedies at law and in equity including injunctive relief, etc. 1804 10.4 POSSESSION OF RECORDS UPON TERMINATION 1805 In the event of termination for an event of default, the Contractor shall , subject to Applicable Law, 1806 including laws governing data security and privacy, furnish City Manager with immediate access to all of 1807 its records related to the Post Collection Services provided under this Agreement. 1808 10.5 CITY'S REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE 1809 City's rights to terminate the Agreement under Section 10.2 and to take possession of the Contractor's 1810 records under Section 10.4 are not exclusive, and City's termination of the Agreement and/or the 1811 imposition of Liquidated Damages shall not constitute an election of remedies. Instead, these rights shall 1812 be in addition to any and all other legal and equitable rights and remedies which City may have. 1813 By virtue of the nature of this Agreement, the urgency of timely, continuous, and high-quality service; the 1814 lead time required to effect alternative service; and, the rights granted by City to the Contractor, the 1815 remedy of damages for a breach hereof by Contractor is inadequate and City shall be entitled to injunctive 1816 relief (including but not limited to specific performance). 1817 10.6 PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES 1818 A. General. The Parties find that as of the time of the execution of this Agreement, it is impractical, if 1819 not impossible, to reasonably ascertain the extent of damages incurred by City as a result of a 1820 breach by Contractor of its obligations under this Agreement. The factors relating to the 1821 impracticability of ascertaining damages include, but are not limited to, the fact that: (i) substantial 1822 damage results to members of the public who are denied services or denied quality or reliable 1823 service; (ii) such breaches cause inconvenience, anxiety, frustration, and deprivation of the benefits 1824 of the Agreement to individual members of the general public for whose benefit this Agreement 1825 exists, in subjective ways and in varying degrees of intensity which are incapable of measurement 1826 in precise monetary terms; (iii) that exclusive services might be available at substantially lower costs 1827 than alternative services and the monetary loss resulting from denial of services or denial of quality 1828 or reliable services is impossible to calculate in precise monetary terms; and, (iv) the termination of 1829 this Agreement for such breaches and other remedies are, at best, a means of future correction and 1830 not remedies that make the public whole for past breaches. 1831 B. Service Performance Standards; Liquidated Damages for Failure to Meet Standards. The Parties 1832 further acknowledge that consistent, reliable Processing and Disposal services are of utmost 1833 importance to City and that City has considered and relied on Contractor's representations as to its 1834 quality-of-service commitment in awarding the Agreement to it. The Parties recognize that some 1835 quantified standards of performance are necessary and appropriate to ensure consistent and 1836 reliable service and performance. The Parties further recognize that if Contractor fails to achieve 1837 the performance standards or fails to submit required documents in a timely manner, City and its 1838 residents and businesses will suffer damages, and that it is, and will be, impractical and extremely 1839 difficult to ascertain and determine the exact amount of damages that City will suffer. Therefore, 1840 without prejudice to City’s right to treat such non-performance as an event of default under this 1841 Section, the Parties agree that the Liquidated Damages amounts established in Exhibit F of this 1842 Agreement and the Liquidated Damage amounts therein represent a reasonable estimate of the 1843 Docusign Envelope ID: C78C62DE-8589-496F-8F5A-DEC38EE5853C