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July 15, 2024 Page 59 City of San Leandro/ACI Franchise Agreement 10.7 EXCUSE FROM PERFORMANCE 2341 Notwithstanding any other provision in this Agreement, each Party shall be excused from performing its 2342 respective obligations hereunder and from any obligation to pay Liquidated Damages if it is prevented 2343 from so performing by reason of floods, earthquakes, other acts of nature, war, civil insurrection, riots, 2344 acts of any government (including judicial action), and other similar catastrophic events which are beyond 2345 the control of and not the fault of the Party claiming excuse from performance hereunder (each a “Force 2346 Majeure Event”). In the case of labor unrest or job action directed at a third party over whom Contractor 2347 has no control, the inability of Contractor to provide services in accordance with this Agreement due to 2348 the unwillingness or failure of the third party to: (i) provide reasonable assurance of the safety of 2349 Contractor's employees while providing such services; or, (ii) make reasonable accommodations with 2350 respect to Container placement and point of delivery, time of Collection, or other operating circumstances 2351 to minimize any confrontation with pickets or the number of Persons necessary to make Collections shall, 2352 to that limited extent, excuse performance. The foregoing excuse shall be conditioned on Contractor's 2353 cooperation in performing Collection services at different times and in different locations. Further, in the 2354 event of labor unrest, including but not limited to strike, work stoppage or slowdown, sickout, picketing, 2355 or other concerted job action conducted by the Contractor’s employees or directed at the Contractor, or 2356 a subsidiary, the Contractor shall not be excused from performance. In such case, Contractor shall 2357 continue to provide a reasonably satisfactory level of performance during the pendency thereof, but the 2358 Contractor shall not be required to adhere strictly to the specific requirements of this Agreement 2359 regarding Routes, Collection times, or similar matters; provided, however, that in no event shall more 2360 than seven (7) calendar days elapse between pickups for Residential and Commercial Customers. Any 2361 labor action initiated by Contractor, including but not limited to a lock-out, shall not be grounds for any 2362 excuse from performance and Contractor shall perform all obligations under this Agreement during the 2363 pendency of such Contractor-initiated labor action. 2364 The Party claiming excuse from performance shall, within two (2) calendar days after such Party has notice 2365 of such cause, give the other Party notice of the facts constituting such cause and asserting its claim to 2366 excuse under this Section. 2367 If either Party validly exercises its rights under this Section, the Parties hereby waive any claim against 2368 each other for any damages sustained thereby. 2369 The partial or complete interruption or discontinuance of Contractor's services caused by one (1) or more 2370 Force Majeure Events shall not constitute a default by Contractor under this Agreement. Notwithstanding 2371 the foregoing, however, if Contractor is excused from performing its obligations hereunder for any of the 2372 causes listed in this Section for a period of thirty (30) calendar days or more, City shall nevertheless have 2373 the right, in its sole discretion, to terminate this Agreement by giving ten (10) Business Days’ notice to 2374 Contractor provided Contractor does not fully resume performance of its obligations hereunder within 2375 such ten (10) Business Days, in which case the provisions of Section 10.4 shall apply. 2376 10.8 RIGHT TO DEMAND ASSURANCES OF PERFORMANCE 2377 The Parties acknowledge that it is of the utmost importance to City and the health and safety of all those 2378 members of the public residing or doing business within City who will be adversely affected by interrupted 2379 waste management service, that there be no material interruption in services provided under this 2380 Agreement. 2381 Docusign Envelope ID: 908A450D-1F36-4C09-B8A4-C1D639B5A05A