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July 15, 2024 Page 56 City of San Leandro/ACI Franchise Agreement M. Assignment without Approval. Contractor transfers or assigns this Agreement without the express 2225 written approval of the City unless the assignment is permitted without City approval pursuant to 2226 Section 12.6. 2227 N. Failure to Provide Proposal or Implement Change in Service. Contractor fails to provide a proposal 2228 for new services or changes to services or fails to implement a change in service as requested by 2229 the City as specified in Section 3.5. 2230 O. Failure to Complete Transition. Contractor fails to complete the tasks identified in Contractor’s 2231 Implementation Plan as specified in Exhibit G4 2232 P. Failure to Perform Any Obligation. Contractor fails to perform any obligation established under this 2233 Agreement. 2234 City shall provide Contractor written notice of default within seven (7) calendar days of the City’s first 2235 knowledge of the Contractor’s default. 2236 10.2 RIGHT TO TERMINATE UPON EVENT OF DEFAULT 2237 Contractor shall be given ten (10) Business Days from written notification by City to cure any default 2238 which, in the City Manager’s sole opinion, creates a potential public health or safety threat. 2239 Contractor shall be given ten (10) Business Days from written notification by City to cure any default 2240 arising under subsections C, E, F, I, J, and K in Section 10.1 provided, however, that the City shall not be 2241 obligated to provide Contractor with a notice and cure opportunity if the Contractor has committed the 2242 same or similar breach/default within a twenty-four (24) month period. 2243 Contractor shall be given thirty (30) calendar days from written notification by City to cure any other 2244 default (which is not required to be cured within ten [10] Business Days); provided, however, that the City 2245 shall not be obligated to provide Contractor with a notice and cure opportunity if the Contractor has 2246 committed the same or similar breach/default within a twenty-four (24) month period. 2247 10.3 CITY’S REMEDIES IN THE EVENT OF DEFAULT 2248 Upon Contractor’s default, City has the following remedies: 2249 A. Waiver of Default. City may waive any event of default or may waive Contractor’s requirement to 2250 cure a default event if City determines that such waiver would be in the best interest of the City. 2251 City’s waiver of an event of default is not a waiver of future events of default that may have the 2252 same or similar conditions. 2253 B. Suspension of Contractor’s Obligation. City may suspend Contractor’s performance of its 2254 obligations if Contractor fails to cure default in the time frame specified in Section 10.2 until such 2255 time the Contractor can provide assurance of performance in accordance with Section 10.8. 2256 C. Liquidated Damages. City may assess Liquidated Damages for Contractor’s failure to meet specific 2257 performance standards pursuant to Section 10.6 and Exhibit F. 2258 Docusign Envelope ID: 908A450D-1F36-4C09-B8A4-C1D639B5A05A