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the part oldie City and which will, in its opinion, give the County right to terminate this Agreement for <br />cause under this subsection unless such breach is corrected within a reasonable period of time, and <br />(2) The City has neither challenged in an appropriate forum (in accordance with Section <br />5.5) the County's conclusion that such failure or refusal to perform has occurred or constitutes a material <br />breach of this Agreement nor corrected or diligently taken steps to correct such breach within a <br />reasonable period of time not more than 90 days from the date of the notice given pursuant to clause (1) <br />of this subsection (but if the City shall have diligently taken steps to correct such breach within such <br />reasonable period of time, the same shall not constitute a breach giving rise to the right of termination <br />for as long as the City is continuing to take such steps to correct such breach). <br />SECTION 5.4. NO WAIVERS. No action of the County or the City pursuant to this <br />Agreement (including, but not limited to, any investigation or payment), and no failure to act, shall constitute a <br />waiver by either party of the other party's compliance with any term or provision of this Agreement. No course <br />of dealing or delay by the County or the City in exercising any right, power or remedy under this Agreement shall <br />operate as a waiver thereof or otherwise prejudice such party's rights, powers and remedies. No single or partial <br />exercise of (or failure to exercise) any right, power or remedy of the County or the City under this Agreement <br />shall preclude any other or further exercise thereof of the exercise of any other right, power or remedy. <br />SECTION 5.5. FORUM FOR DISPUTE RESOLUTION. It is the express intention of the <br />parties that all legal actions and proceedings related to this Agreement or to the Disposal System or to any rights <br />or any relationship between the parties arising therefrom shall be solely and exclusively initiated and maintained <br />in courts of the State of California having appropriate jurisdiction. <br />Execution Copy 29 <br />