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July 15, 2024 Page 55 City of San Leandro/ACI Franchise Agreement such orders or filings by appropriate proceedings conducted in good faith, in which case no breach 2187 or default of this Agreement shall be deemed to have occurred. 2188 E. Violations of Applicable Law. Contractor has been found by a court of proper jurisdiction to be in 2189 violation of Applicable Law (other than criminal law) directly or indirectly related to the 2190 performance of this Agreement, provided that Contractor may contest any such allegation or finding 2191 by appropriate proceedings conducted in good faith, in which case no breach or default of this 2192 Agreement shall be deemed to have occurred. 2193 F. Failure to Perform Direct Services. Contractor ceases to provide Collection or Transportation 2194 services as required under this Agreement for a period of two (2) consecutive calendar days or more, 2195 for any reason within the control of Contractor. 2196 G. Failure to Pay or Report. Contractor fails to make any payments to City required under this 2197 Agreement including payment of Franchise Fees or City Reimbursements or Liquidated Damages, 2198 fails to pay Designated Facility operators as provided under this Agreement, and/or refuses to 2199 provide City with required information, reports, and/or records in a timely manner as provided for 2200 in the Agreement. 2201 H. Acts or Omissions. Any other act or omission by Contractor which violates the terms, conditions, or 2202 requirements of this Agreement, or Applicable Law and which is not corrected or remedied within 2203 the time set in the written notice of the violation or, if Contractor cannot reasonably correct or 2204 remedy the breach within the time set forth in such notice, if Contractor should fail to commence 2205 to correct or remedy such violation within the time set forth in such notice and diligently effect such 2206 correction or remedy thereafter. 2207 I. False, Misleading, or Inaccurate Statements. Any representation or disclosure made to the City by 2208 Contractor in connection with or as an inducement to entering into this Agreement, or any future 2209 amendment to this Agreement, which proves to be false or misleading in any material respect as of 2210 the time such representation or disclosure is made, whether or not any such representation or 2211 disclosure appears as part of this Agreement; and, any Contractor-provided report containing a 2212 misstatement, misrepresentation, data manipulation, or an omission of fact or content explicitly 2213 defined by the Agreement, excepting non-numerical typographical and grammatical errors. 2214 J. Seizure or Attachment. There is a seizure of, attachment of, or levy on, some or all of Contractor’s 2215 operating equipment, including without limits equipment, maintenance, or office facilities of 2216 Approved Facility(ies) owned or operated by Contractor or by its Affiliates, or any part thereof. 2217 K. Suspension or Termination of Service. There is any termination or suspension of the transaction of 2218 business by Contractor related to this Agreement, including without limit, due to labor unrest 2219 including strike, work stoppage or slowdown, sick-out, picketing, or other concerted job action 2220 lasting more than two (2) calendar days. 2221 L. Criminal Activity. Contractor, its officers, managers, or employees are found guilty of Criminal 2222 Activity related directly or indirectly to performance of this Agreement or any other agreement held 2223 with the City. 2224 Docusign Envelope ID: 908A450D-1F36-4C09-B8A4-C1D639B5A05A