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County shall have diligently taken steps to correct such breach within such reasonable period of time, the same shall <br />not constitute a breach giving rise to the right of termination for as long as the County is continuing to take such <br />steps to correct such breach). <br />(B) By County. Except as expressly provided herein, the County shall have no right to <br />terminate this Agreement for cause except in the event of the repeated failure or refusal by the City substantially to <br />perform any material obligation under this Agreement unless such failure or refusal is excused by an Uncontrollable <br />Circumstance; except that no such failure or refusal shall give the County the right to terminate this Agreement for <br />cause under this subsection unless: <br />(1) The County has given prior written notice to the City stating that a specified <br />failure or refusal to perform exists which will, unless corrected, constitute a material breach of this Agreement on <br />the part of the City and which will, in its opinion, give the County right to terminate this Agreement for cause under <br />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 <br />Section 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 reasonable period of <br />time not more than 90 days from the date of the notice given pursuant to clause (1) of this subsection (but if the City <br />shall have diligently taken steps to correct such breach within such reasonable period of time, the same shall not <br />constitute a breach giving rise to the right of termination for as long as the City is continuing to take such steps to <br />correct such breach). <br />SECTION 5.4 NO WAIVERS. No action of the County or the City pursuant to this Agreement <br />(including, but not limited to, any investigation or payment), and no failure to act, shall constitute a waiver by either <br />party of the other party's compliance with any term or provision of this Agreement. No course of dealing or delay <br />by the County or the City in exercising any right, power or remedy under this Agreement shall operate as a waiver <br />thereof or otherwise prejudice such party's rights, powers and remedies. No single or partial exercise of (or failure <br />to exercise) any right, power or remedy of the County or the City under this Agreement shall preclude any other or <br />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 parties that all <br />legal actions and proceedings related to this Agreement or to the Disposal System or to any rights or any relationship <br />between the parties arising therefrom shall be solely and exclusively initiated and maintained in courts of the State <br />of California having appropriate jurisdiction. <br />ARTICLE VI <br />TERM <br />SECTION 6.1 EFFECTIVE DATE AND TERM. <br />(A) Initial Term. This Agreement shall become effective, shall be in full force and effect and <br />shall be legally binding upon the City and the County from the Contract Date and shall continue in full force and <br />effect until June 30, 2020, unless earlier terminated in accordance with its terms, in which event the Term shall be <br />deemed to have expired as of the date of such termination. <br />(B) Option to Renew. This Agreement shall be subject to renewal by mutual agreement of <br />the parties, on or before June 30, 2018, for an additional term often years (the "Renewal Term") on the same terms <br />and conditions as are applicable during the Initial Term hereof. The City shall give the County written notice of its <br />irrevocable election to renew this Agreement on or before June 30, 2017. If the parties do not renew this Agreement <br />by June 30, 2018, the Agreement shall expire on June 30, 2020. <br />(C) Contract Rate During Renewal Term. In connection with the parties' right to renew this <br />Agreement for an additional ten-year term pursuant to Section 6.1(B), the parties shall, on or before June 30, 2018, <br />negotiate an applicable change in the Contract Rate for such renewal term. In determining any revisions to the <br />24 <br />Execution Copy <br />