USA Waste of California - A-2006-071

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Resolution whether this Agreement should be terminated. If, based upon the record, the City Council determines that the performance of CONTRACTOR is in breach of any material tern of this Agreement or any material provision of any applicable Federal, State, or local statute or regulation, the City Council, in the exercise of its sole discretion, may terminate forthwith the Agreement. The decision of the City Council shall be final and conclusive. CONTRACTOR's performance under the Agreement is not excused during the period of time prior to the City Council's final determination as to whether such performance is deficient. (f) The rights of termination or imposition of liquidated damages, as set forth in Section 36 hereof, are in addition to any other rights of CITY upon a failure of CONTRACTOR to perform its obligations under this Agreement. The CITY further reserves the right to terminate CONTRACTOR's Agreement or impose liquidated damages in the event of any of the following: (1) If the CONTRACTOR practices, or attempts to practice, any fraud upon the CITY; (2) If the CONTRACTOR becomes insolvent, unable, or unwilling to pay its debts, or upon listing of an order for relief in favor of CONTRACTOR in a bankruptcy proceeding; (3) If the CONTRACTOR fails to provide or maintain in full force and effect the workers' compensation, liability or indemnification coverage as required by this Agreement; (4) If the CONTRACTOR willfully violates any orders or rulings of any regulatory body having jurisdiction over the CONTRACTOR relative to this Agreement, provided that the CONTRACTOR may contest any such orders or rulings by appropriate proceedings conducted in good faith, in which case no breach of this Agreement shall be deemed to have occurred; (5) If the CONTRACTOR willfully fails to make any payments required under the Agreement and/or refuses to provide the CITY with required information and/or reports in a timely manner as provided in this Agreement; or, (6) Any other act or omission by the CONTRACTOR which materially violates the terms, conditions, or requirements of this Agreement, CIWMA, as it may be amended from time to time, or any order, directive, rule, or regulation issued thereunder and which is not corrected or remedied within the time set in the written notice of the violation. (g) hi addition to the remedies set forth herein, the CITY shall have the right to obtain damages and/or injunctive relief. Both parties recognize and agree that in the event of a breach under the terms of this Agreement by CONTRACTOR, the CITY may suffer irreparable injury and incalculable damages sufficient to support injunctive relief, to enforce the provisions of this Agreement and to enjoin the breach thereof. (h) If CONTRACTOR claims default by the CITY in the payment of any money due or alleged to be due to CONTRACTOR pursuant to this Agreement, CONTRACTOR shall not be entitled to cancel this Agreement if the CITY, within seven O days after receipt of notice of the claimed default, deposits the amount in controversy into an interest bearing account in a commercial bank or lending institution and maintains such deposit until such time as a final judicial decision or agreement between the parties determines the rightful disposition of the said amount in controversy; provided that CONTRACTOR shall be deemed to have waived all claims to the said amount if no agreement is reached nor any legal proceeding initiated within ninety (90) days of the CONTRACTOR's service of written notice of default on the CITY. 26