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July 15, 2024 Page 57 City of San Leandro/ACI Franchise Agreement D. Termination. In the event that Contractor should default, and subject to the right of the Contractor 2259 to cure, in the performance of any provisions of this Agreement, and the default is not cured for any 2260 default within ten (10) calendar days if the default creates a potential public health or safety threat 2261 or arises under Section 10.1.C., E, F, I, J, or K, or otherwise thirty (30) calendar days after receipt of 2262 written notice of default from the City, then the City may, at its option, terminate this Agreement. 2263 In the event City decides to terminate this Agreement, the City shall serve twenty (20) calendar days 2264 written notice of its intention to terminate upon Contractor. In the event City exercises its right to 2265 terminate this Agreement, the City may, at its option, upon such termination, either directly 2266 undertake performance of the services or arrange with other Persons to perform the services with 2267 or without a written agreement. This right of termination is in addition to any other rights of City 2268 upon a failure of Contractor to perform its obligations under this Agreement. 2269 Contractor shall not be entitled to any further revenues from Collection operations authorized 2270 hereunder from and after the date of termination. 2271 E. Other Available Remedies. City’s election of one (1) or more remedies described herein shall not 2272 limit the City from any and all other remedies at law and in equity including injunctive relief, etc. 2273 10.4 POSSESSION OF RECORDS UPON TERMINATION 2274 In the event of termination for an event of default, the Contractor shall furnish City Manager with 2275 immediate access to all of its business records, including without limitation, proprietary Contractor 2276 computer systems, related to its Customers, Collection Routes, and billing of accounts for Collection 2277 services. 2278 10.5 CITY'S REMEDIES CUMULATIVE; SPECIFIC PERFORMANCE 2279 City's rights to terminate the Agreement under Section 10.2 and to take possession of the Contractor's 2280 records under Section 10.4 are not exclusive, and City's termination of the Agreement and/or the 2281 imposition of Liquidated Damages shall not constitute an election of remedies. Instead, these rights shall 2282 be in addition to any and all other legal and equitable rights and remedies which City may have. 2283 By virtue of the nature of this Agreement, the urgency of timely, continuous, and high-quality service; the 2284 lead time required to effect alternative service; and the rights granted by City to the Contractor, the 2285 remedy of damages for a breach hereof by Contractor is inadequate and City shall be entitled to injunctive 2286 relief (including but not limited to specific performance). 2287 10.6 PERFORMANCE STANDARDS AND LIQUIDATED DAMAGES 2288 A. General. The Parties find that as of the time of the execution of this Agreement, it is impractical, if 2289 not impossible, to reasonably ascertain the extent of damages incurred by City as a result of a breach 2290 by Contractor of its obligations under this Agreement. The factors relating to the impracticability of 2291 ascertaining damages include, but are not limited to, the fact that: (i) substantial damage results to 2292 members of the public who are denied services or denied quality or reliable service; (ii) such 2293 breaches cause inconvenience, anxiety, frustration, and deprivation of the benefits of the 2294 Agreement to individual members of the general public for whose benefit this Agreement exists, in 2295 subjective ways and in varying degrees of intensity which are incapable of measurement in precise 2296 monetary terms; (iii) that exclusive services might be available at substantially lower costs than 2297 alternative services and the monetary loss resulting from denial of services or denial of quality or 2298 Docusign Envelope ID: 908A450D-1F36-4C09-B8A4-C1D639B5A05A