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cause under this subsection unless: (1) The County has given prior written notice to the City stating that a specified failure or refusal to perform exists which will, unless corrected,constitute a material breach of this Agreement on the part of the City and which will,in its opinion,give the County right to terminate this Agreement for cause under this subsection unless such breach is corrected within a reasonable period of time,and (2) The City has neither challenged in an appropriate forum (in accordance with Section 5.5) the County's conclusion that such failure or refusal to perform has occurred or constitutes a material breach of this Agreement nor corrected or diligently taken steps to correct such breach within a reasonable period of time not more than ninety(90)days from the date of the notice given pursuant to clause(1)of this subsection(but if the City shall have diligently taken steps to correct such breach within such reasonable period of time,the same shall not constitute a breach giving rise to the right of termination for as long as the City is continuing to take such steps to correct such breach). SECTION 5.4 NO WAIVERS.No action of the County or the City pursuant to this Agreement (including, but not limited to, any investigation or payment),and no failure to act,shall constitute a waiver by either Party of the other Party's compliance with any term or provision of this Agreement.No course of dealing or delay by the County or the City in exercising any right,power or remedy under this Agreement shall operate as a waiver thereof or otherwise prejudice such Party's rights,powers and remedies. No single or partial exercise of(or failure to exercise)any right, power or remedy of the County or the City under this Agreement shall preclude any other or further exercise thereof of the exercise of any other right,power or remedy. ARTICLE VI TERM SECTION 6.1 EFFECTIVE DATE AND TERM. (A) Initial Term. This Agreement shall become effective, shall be in full force and effect and shall be legally binding upon the City and the County from the Contract Date and shall continue in full force and effect until June 30,2036, unless earlier terminated in accordance with its terms, in which event the Term shall be deemed to have expired as of the date of such termination. (B) Option to Renew. This Agreement shall be subject to renewal by mutual agreement of the Parties,on or before June 30, 2036 for an additional term of ten(10)years(the"Renewal Term")on the same terms and conditions as are applicable during the Initial Term hereof or on amended terms as may be mutually agreed to by the Parties.The City shall give the County written notice of its election to renew this Agreement on or before June 30, 2035.If the parties do not execute a renewal of this Agreement prior to June 30,2036 it shall expire. (C) Contract Rate During Renewal `Perm. In connection with the parties' right to renew this Agreement for an additional ten-year term pursuant to Section 6.1(C),the parties shall,on or before January 31,2036 negotiate an applicable change in the Contract Rate for such renewal term. In determining any revisions to the Contract Rate to be applicable during any renewal period, in addition to the circumstances described in Section 4.2(A), the parties may take into consideration the following parameters,including but not limited to: (i) actual cost of operations; (ii) population growth; (iii) increase or decrease in available tonnage; (iv) economic and disposal market conditions in the Southern California region; (v) new regulatory requirements; (vi) Changes in Law;