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City of Pleasanton Article 11. Default and Remedies Franchise Agreement with Pleasanton Garbage Service City of Pleasanton Page 122 June 7, 2022March 8, 2018 existing on the date of this Agreement, including the relationship of the sums to the range of harm to City 4277 that reasonably could be anticipated and the anticipation that proof of actual damages would be costly 4278 or impractical. 4279 Contractor agrees to pay (as Liquidated Damages and not as a penalty) the amounts set forth in the 4280 Schedule of Performance Adjustments, Exhibit E. 4281 City may determine the occurrence of events giving rise to Liquidated Damages through the observation 4282 of its own employees or representative or investigation of Customer Complaints. 4283 Liquidated Damages will only be assessed after Contractor has been given the opportunity but failed to 4284 rectify the damages as described in this Agreement. Prior to assessing Liquidated Damages, City shall give 4285 Contractor notice of its intention to do so. The notice will include a brief description of the incident(s)/non-4286 performance. City may review (and make copies at its own expense) all information in the possession of 4287 Contractor relating to incident(s)/non-performance. City may, within ten (10) calendar days after issuing 4288 the notice, request a meeting with Contractor. City may present evidence of non-performance in writing 4289 and through testimony of its employees and others relevant to the incident(s)/non-performance. City will 4290 provide Contractor with a written explanation of its determination on each incident(s)/non-performance 4291 prior to authorizing the assessment of Liquidated Damages. The decision of City shall be final, and 4292 Contractor shall not be subject to, or required to exhaust, any further administrative remedies. 4293 11.6.3 Amount 4294 City may assess Liquidated Damages for each calendar day or event, as appropriate, that Contractor is 4295 determined to be liable in accordance with this Agreement in the amounts specified in Exhibit E. In the 4296 event the amount of Liquidated Damages for any three (3) month period exceeds the thresholds 4297 established in Section 5.18.1, the City shall have the right to request replacement of the Contractor’s 4298 general manager as described in Section 5.18.1. 4299 11.6.4 Timing of Payment 4300 Contractor shall pay any Liquidated Damages assessed by City within ten (10) calendar days after they are 4301 assessed. If they are not paid within the ten (10) day period, City may proceed against the performance 4302 bond required by the Agreement, 4303 11.7 Excuse from Performance 4304 The Parties shall be excused from performing their respective obligations hereunder in the event they are 4305 prevented from so performing by reason of Uncontrollable Circumstances. In the case of labor unrest or 4306 job action directed at a third party over whom Contractor has no control, the inability of Contractor to 4307 provide Solid Waste, Recyclable Materials, Organic Materials Collection, or C&D services due to the 4308 unwillingness or failure of the third party to provide reasonable assurance of the safety of Contractor's 4309 employees while providing Solid Waste, Recyclable Materials, Organic Materials, or C&D Collection 4310 services or to make reasonable accommodations with respect to Container placement and point of 4311 Delivery, time of Collection or other operating circumstances to minimize any confrontation with pickets 4312 or the number of Persons necessary to make Collections shall, to that limited extent, excuse performance 4313