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<br />July 15, 2024 Page 49 City of San Leandro Post Collection
<br />assurance of the safety of Contractor's employees while providing such services ; or, (ii) make 1885
<br />reasonable accommodations with respect to point of delivery, time of Acceptance, or other 1886
<br />operating circumstances to minimize any confrontation with pickets or the number of Persons 1887
<br />necessary to perform Transfer, Transport, Processing, or Disposal services, to that limited extent, 1888
<br />excuse performance. The foregoing excuse shall be conditioned on Contractor's cooperation in 1889
<br />performing Transfer, Transport, Processing, and/or Disposal services at different times and in 1890
<br />different locations (as provided for in Section 4.1). If the Collection Contractor is unable to use any 1891
<br />of the Approved or Alternate Facilities under this Agreement for more than thirty (30) Days in a 1892
<br />consecutive twelve (12) month period for any reason, including, but not limited to third-party labor 1893
<br />unrest, such circumstance shall be considered an event of default in accordance with Section 10.1.F. 1894
<br />C. Contractor Labor Unrest. In the event of labor unrest, including but not limited to strike, work 1895
<br />stoppage or slowdown, sickout, picketing, or other concerted job action conducted by the 1896
<br />Contractor’s employees or directed at the Contractor, or Affiliate, the Contractor shall be excused 1897
<br />from performance, and such event shall not be considered a Force Majeure event under this 1898
<br />Section, for the first seven (7) days of such labor unrest. Such labor unrest beyond seven (7) days 1899
<br />shall not be excused from performance and such event shall not be considered a Force Majeure 1900
<br />event under this Section. Contractor may direct City Delivered Materials to an Alternate Facility, if 1901
<br />available, as provided in Section 4.1. In such case, Contractor shall continue to provide reasonably 1902
<br />consistent, reliable, and uninterrupted levels of performance during the pendency thereof. Any 1903
<br />labor action initiated by Contractor, including but not limited to a lock -out, to the extent lasting 1904
<br />beyond seven (7) days, shall not be grounds for any excuse from performance and Contractor shall 1905
<br />perform all obligations under this Agreement during the pendency of such Contractor-initiated 1906
<br />labor action. In the event that any labor unrest related to Contractor’s operations or facility(ies) 1907
<br />causes those facilities to be partially or completely inaccessible by the Collection Contractor and 1908
<br />thereby creates increased costs for the City and/or Collection Contractor related to delivery to 1909
<br />Alternate Facilities, Contractor shall be liable for any and all such costs. In the event of such 1910
<br />increased costs, City shall make a determination of the allowable costs under the Collection 1911
<br />Contractor’s agreement with the City as well as any direct or indirect costs incurred by the City 1912
<br />during the pendency of such disruption. Contractor shall pay to City or, at City’s direction, Collection 1913
<br />Contractor the amount of such increased costs as determined by the City within thirty (30) calendar 1914
<br />days of receiving the City’s determination. 1915
<br />D. Notice. The Party claiming excuse from performance shall, within two (2) calendar days after such 1916
<br />Party has notice of such cause, or such additional time as is approved by the City Contract Manager, 1917
<br />give the other Party notice of the facts constituting such cause and asserting its claim to excuse 1918
<br />under this Section. If either Party validly exercises its rights under this Section, the Parties hereby 1919
<br />waive any claim against each other for any damages sustained thereby. 1920
<br />E. Default and Termination. The partial or complete interruption or discontinuance of Contractor's 1921
<br />services caused by one (1) or more Force Majeure Events shall not constitute a default by Contractor 1922
<br />under this Agreement, except as otherwise specified in Section 10.1.F.4. Notwithstanding the 1923
<br />foregoing, however, if Contractor is excused from performing its obligations hereunder for any of 1924
<br />the causes listed in this Section for a period of thirty (30) calendar days or more, City shall 1925
<br />nevertheless have the right, in its sole discretion, to terminate this Agreement for convenience by 1926
<br />giving ten (10) Business Days’ notice to Contractor provided Contractor does not fully resume 1927
<br />performance of its obligations hereunder within such ten (10) Business Days, in which case the 1928
<br />provisions of Section 10.4 shall apply. 1929
<br />Docusign Envelope ID: C78C62DE-8589-496F-8F5A-DEC38EE5853C
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