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July 15, 2024 Page 50 City of San Leandro Post Collection 10.8 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE 1930 The Parties acknowledge that it is of the utmost importance to City and the health and safety of all those 1931 members of the public residing or doing business within City who will be adversely affected by interrupted 1932 waste management service, that there be no material interruption in services provided under this 1933 Agreement. 1934 If Contractor: (i) is the subject of any labor unrest lasting beyond seven (7) days, including work stoppage 1935 or slowdown, sick-out, picketing, or other concerted job action; (ii) appears in the reasonable judgment 1936 of City to be unable to regularly pay its bills as they become due; or, (iii) is the subject of a civil or criminal 1937 judgment or order entered by a Federal, State, regional, or local agency for violation of an Applicable Law, 1938 and City believes in good faith that Contractor's ability to perform under the Agreement has thereby been 1939 placed in substantial jeopardy, City may, at its sole option and in addition to all other remedies it may 1940 have, demand from Contractor reasonable assurances of timely and proper performance of this 1941 Agreement, in such form and substance as City believes in good faith is reasonably necessary in the 1942 circumstances to evidence continued ability to perform under the Agreement. If Contractor fails or refuses 1943 to provide satisfactory assurances of timely and proper performance in the form and by the date required 1944 by City, such failure or refusal shall be an event of default for purposes of Section 10.1. 1945 10.9 DISPUTE RESOLUTION 1946 In the event of dispute between the City Manager and the Contractor regarding the interpretation of or 1947 the performance of services under this Agreement which results in a material impact to the Contractor’s 1948 revenue and/or cost of operations, as defined in Section 5.5, the provisions of Section 10.9 shall apply. 1949 A. Meet and Confer. City and Contractor agree that they shall promptly meet and confer to attempt 1950 to resolve the matter between themselves. 1951 B. Mediation. In the event that disputes that arise under this Agreement cannot be resolved 1952 satisfactorily between the Parties in accordance with Section 10.9.A, the City and Contractor agree 1953 that such disputes shall be submitted to mandatory, non-binding mediation by a mutually agreed 1954 upon independent third party. 1955 C. Period of Time. Insofar as allowed by Applicable Law, the period of time otherwise applicable for 1956 filing claims against the City under Applicable Law shall be tolled during the period of time for which 1957 meet and confer or mediation procedures are pending, in accordance with Sections 10.9.A and 1958 10.9.B. 1959 D. Litigation. Litigation may be commenced only after all reasonable efforts to resolve the dispute(s) 1960 pursuant to Sections 10.9.A and 10.9.B have failed and any necessary claim(s) have been denied. 1961 11.1 CONTRACTOR’S CORPORATE STATUS 1962 Contractor is a corporation duly organized, validly existing, and in good standing under the laws of the 1963 State. It is qualified to transact business in the State and has the power to own its properties and to carry 1964 on its business as now owned and operated and as required by this Agreement. 1965 Docusign Envelope ID: C78C62DE-8589-496F-8F5A-DEC38EE5853C