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July 15, 2024 Page 60 City of San Leandro/ACI Franchise Agreement If Contractor: (i) is the subject of any labor unrest including work stoppage or slowdown, sick-out, 2382 picketing, or other concerted job action; (ii) appears in the reasonable judgment of City to be unable to 2383 regularly pay its bills as they become due; or, (iii) is the subject of a civil or criminal judgment or order 2384 entered by a Federal, State, regional, or local agency for violation of an Applicable Law, and City believes 2385 in good faith that Contractor's ability to perform under the Agreement has thereby been placed in 2386 substantial jeopardy, City may, at its sole option and in addition to all other remedies it may have, demand 2387 from Contractor reasonable assurances of timely and proper performance of this Agreement, in such form 2388 and substance as City believes in good faith is reasonably necessary in the circumstances to evidence 2389 continued ability to perform under the Agreement. If Contractor fails or refuses to provide satisfactory 2390 assurances of timely and proper performance in the form and by the date required by City, such failure or 2391 refusal shall be an event of default for purposes of Section 10.1. 2392 10.9 DISPUTE RESOLUTION 2393 In the event of dispute between the City Manager and the Contractor regarding the interpretation of or 2394 the performance of services under this Agreement which results in a material impact to the Contractor’s 2395 revenue and/or cost of operations, as defined in Section 5.9, the provisions of Section 10.9 shall apply. 2396 A. Meet and Confer. City and Contractor agree that they promptly will meet and confer to attempt to 2397 resolve the matter between themselves. 2398 B. Mediation. In the event that disputes that arise under this Agreement cannot be resolved 2399 satisfactorily between the Parties in accordance with Section 10.9.A, the City and Contractor agree 2400 that such disputes shall be submitted to mandatory, non-binding mediation by a mutually agreed 2401 upon independent third party. 2402 C. Period of Time. Insofar as allowed by Applicable Law, the period of time otherwise applicable for 2403 filing claims against the City under Applicable Law shall be tolled during the period of time for which 2404 meet and confer or mediation procedures are pending, in accordance with Sections 10.9.A and 2405 10.9.B. 2406 D. Litigation. Litigation may be commenced only after all reasonable efforts to resolve the dispute(s) 2407 pursuant to Sections 10.9.A and 10.9.B have failed and any necessary claim(s) have been denied. 2408 10.10 COOPERATION AND DISPUTES BETWEEN CONTRACTOR AND APPROVED 2409 OR DESIGNATED FACILITIES 2410 Contractor shall Deliver all Collected Discarded Materials and C&D Debris to appropriate Approved or 2411 Designated Facilities in order to fulfill City's obligations under separate contract to those facilities and 2412 Contractor's failure to do so may result in City's breach of such contract. In the event of disputes between 2413 Contractor and the operator of any Designated Facility or the Approved Reusable Materials Processing 2414 Facility, either party may provide written notice of the dispute to the City and any other party involved in 2415 the dispute. If Contractor initiates a written notice of dispute, such notice shall include a summary of the 2416 dispute, the section(s) of this Agreement or agreements the asserted dispute arises from, an estimate of 2417 the financial implications to Contractor from the asserted dispute, and a proposed resolution. Contactor 2418 agrees to timely meet and confer directly with the operator of the Designated Facility or Approved 2419 Reusable Materials Processing Facility in good faith to resolve the dispute for thirty (30) calendar days 2420 following the initial notice to the City and the other involved party. A longer period may be established if 2421 mutually agreed upon between the parties. If at the end of the thirty (30) day period (or longer period as 2422 Docusign Envelope ID: 908A450D-1F36-4C09-B8A4-C1D639B5A05A