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transfer station as an intermediate step prior to landfill disposal) and otherwise to comply with its obligations
<br />under this Agreement with respect to Controllable Waste and Franchise Haulers, and (ii) the City shall designate
<br />the Disposal System as the disposal location pursuant to such franchise, contract, lease or other agreement. On
<br />and after the Commencement Date and throughout the Term of this Agreement the City (a) shall not enter into
<br />any franchise, contract, lease, agreement or obligation, issue any permit, license or approval, or adopt any
<br />ordinance, resolution or law which is materially inconsistent with the requirements of the Waste Disposal
<br />Covenant, and (b) shall maintain non-exclusive or exclusive franchises or other contractual arrangements over
<br />any City Acceptable Waste which, as of the Contract Date, is subject to non-exclusive or exclusive franchise or
<br />other contractual arrangements. The City agrees that the County shall be a third party beneficiary of the obligation
<br />of Franchise Haulers to delivery Controllable Waste to the Disposal System, and may directly enforce such
<br />obligation through any legal means available. The City shall notify in writing each Franchise Hauler of the
<br />County's third party beneficiary rights.
<br />(E) Waste Flow Enforcement. (1) The City, in cooperation with the Department, shall
<br />establish, implement, carry out and enforce a waste flow enforcement program which is sufficient to assure the
<br />delivery of all Controllable Waste to the Disposal System pursuant to and in accordance with the Waste Disposal
<br />Covenant for disposal at the times and in the manner provided herein. The waste flow enforcement program shall
<br />consist of amending City franchises with all Franchise Haulers, to the extent required by this Section, and shall
<br />include in addition, to the extent necessary and appropriate in the circumstances to assure compliance with the
<br />Waste Disposal Covenant, but shall not be limited to: (i) licensing or permitting Franchise Haulers, upon the
<br />condition of compliance with the Waste Disposal Covenant, (ii) providing for and taking appropriate enforcement
<br />action under any such franchise, license, or permit, such as but not limited to the suspension, revocation and
<br />termination of collection rights and privileges, the imposition of fines or collection of damages, and the exercise
<br />of injunctive relief against non -complying Franchise Haulers and (iii) causing any Transfer Station to which
<br />Controllable Waste is delivered for processing to deliver certification, under the penalty of perjury, of the amounts
<br />of Controllable Waste received and Residue remaining from processing at such Transfer Station. (2) The City
<br />acknowledges and agrees that in the event of a breach of the Waste Disposal Covenant by the City, the City shall
<br />pay the County an amount equal to the Contract Rate in effect at the time of such breach (or any higher rate with
<br />respect to which the County has provided notice pursuant to Section 4.2(G)) multiplied by the number of tons
<br />of City Acceptable Waste delivered to the Disposal System during the preceding twelve months (or, if the City
<br />had been in breach of the Waste Disposal Covenant during such prior months, such amount as would have been
<br />delivered if the City had complied with the Waste Disposal Covenant), multiplied by the number of years
<br />remaining in the Term of the Agreement. The parties recognize that if the City fails to meet its obligations
<br />hereunder, the County will suffer damages and that it is and will be impracticable and extremely difficult to
<br />ascertain and determine the exact amount of such damages. Therefore, the parties agree that the damages
<br />specified above represent a reasonable estimate of the amount of such damages, considering all of the
<br />circumstances existing on the date hereto, including the relationship of the sums to the range of harm to the
<br />County that reasonably could be anticipated and anticipation that proof of actual damages would be costly or
<br />inconvenient. In signing this Agreement, each party specifically confirms the accuracy of the statements made
<br />above and the fact that each party had ample opportunity to consult with legal counsel and obtain an explanation
<br />of this liquidated damage provision at the time that this Agreement was made.
<br />(F) Legal Challenges to Franchise System. The City shall use its best efforts to preserve,
<br />protect and defend its right to exercise and comply with the Waste Disposal Covenant against any challenge
<br />thereto, legal or otherwise (including any lawsuits against the City or the County, whether as plaintiff or
<br />defendant), by a Franchise Hauler or any other person, based upon breach of contract, violation of law or any
<br />other legal theory. The City shall bear the cost and expense of any such Legal Proceeding or other challenge.
<br />In the event any such Legal Proceeding relating to the Waste Disposal Covenant or the City's exercise thereof
<br />Execution Copy 13 (Revised Page)
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