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However, when not so excused, in the event the Company shall fail to operate the system for <br />more than three consecutive days (Sundays and holidays excluded), or shall abandon the site or if the <br />Company or any of its creditors shall petition a court for Bankruptcy, the County may declare the <br />Company to be in default of this Agreement and, in the event of an alleged default other than <br />abandonment or a petition for bankruptcy, give ten days written notice to the Company to cure or take <br />reasonable steps to commence cure of the alleged defaults. If the Company shall fail to undertake such <br />cure, the County may notify the Company to discontinue any service pursuant to the Agreement. A <br />copy of the "Notice of Termination" shall be sent to the Company. Upon receipt of any "Notice of <br />Termination," the Company shall immediately discontinue work under this Agreement. The County <br />shall be entitled to recover from the Company damages and all expenses incurred, including reasonable <br />attorneys' fees, together with such additional sum as may be necessary to complete the work and any <br />other further damage sustained or incurred by the County. <br />a) Effect of Waiver on Subsequent Breach. A waiver of a breach of any of the terms or <br />conditions of this Agreement shall not be construed as a waiver of any subsequent breach. <br />Any consent to delay in the performance of the Company of any obligation hereunder shall <br />be applicable only to the particular transaction to which it relates, and it shall not be <br />applicable to any other obligation or transaction. Delay in the enforcement of any remedy in <br />,the event of a breach of any term or condition of this agreement, or in the exercise by either <br />party of any right under or pursuant to this Agreement, shall not be constructed as a waiver. <br />b) Termination by Damage or Destruction of Premises. In the event any of the premises in <br />or on which the performance hereunder is to be pursued is or are totally or partially <br />destroyed, by any cause, and operation of the facility is prevented thereby for a period of <br />more than 60 days, then, at the option of the County, this Agreement may be terminated by <br />written notice. The County and Company agree to use their best efforts to promptly restore <br />operations of any facilities destroyed in whole or in part, provided that Company shall not <br />have any duty to re -build or replace the Transfer Stations. Upon such notice of termination <br />to the Company, the County shall be obligated only to pay the Company for the proportionate <br />amount of work that may have been properly performed to the date of such damage or <br />destruction. If the Agreement is terminated under this section, the Country agrees to make <br />good faith efforts to include the Company in alternate emergency operations. <br />In the event that the performance of any of the responsibilities set forth herein shall be in any <br />manner prevented by any responsible governmental agency, by either: <br />• Order or resolution <br />+ regulation, <br />• law, or <br />0 act of the State or Federal Legislature. <br />This Agreement may be terminated on notice of such termination to the Company, in which <br />event the County shall be obligated only to pay the Company for the proportionate amount of work <br />that may have been properly performed up to the date of the governmental action. <br />25 <br />