Agmt 2000 Alameda County Industries Inc ACI

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of any such payments preclude the City from later establishing that a larger amount was actually due, or from collecting any balance due to the City. In case of dispute between the City and the Contractor regarding any amounts due, the Contractor shall pay the amount claimed by the City as due and notify the City in writing at the time of payment as to any portion that is paid under protest, specifying the basis of its claim of overpayment and the dispute will be resolved in accordance with Article 7.5. 3.5 ADDITIONAL COMPENSATION As part of the compensation for this Agreement, the Contractor shall pay the following additional sums to the City as compensation for business goodwill, rolling stock and equipment, consent to assignment of existing contracts and lost tax revenues. A. Initial Payment Upon execution hereof, Contractor shall pay the City in cash the sum of $700,000 as initial compensation for business goodwill of the City's existing Solid Waste enterprise and for all rolling stock and related equipment owned by the City and dedicated to such Solid Waste enterprise. An inventory of such equipment is attached as Exhibit B hereof. The terms of sale of such equipment is expressly "as is"with no warranty of whatsoever nature or kind. The indemnification provisions of Section 10.1 expressly apply to the sale of such equipment and rolling stock. Contractor shall bear all costs associated with the transfer of such equipment and rolling stock including but not limited to license fees, sales tax, personal property, and use tax. The City warrants and represents to the Contractor that the City has clear title to such rolling stock and equipment and that there are no encumbrances whatsoever. B. Promissory Note. Upon execution hereof, Contractor shall execute a promissory note in favor of the City and in the amount of Two Million Five Hundred Thousand Dollars ($2,500,000). Such note represents the balance of payment for the business goodwill, rolling stock and related equipment of the Solid Waste enterprise. The form of the note shall be substantially the form attached hereto as Exhibit C. Any default under the note shall and is hereby deemed a default under the terms of this Franchise Agreement. The note shall carry an interest rate of seven percent (7°~) and the first payment shall be due and payable on February 15, 2001, with subsequent payments due on the first day of each calendar month thereafter. The terms of the note shall be fifteen years. If the term of this Franchise is not renewed in accordance with Section 3.3 or is terminated by default prior to the end of the initial term in a manner provided in this Agreement, the note shall accelerate and be fully due and payable upon such termination. The City agrees to subordinate payment on its note upon such terms and conditions that the Contractor's initial financing requirements require provided thatfull and complete disclosure of all such initial financing terms and conditions is made to the City. C. Revenue Neutrality. In the event Contractor chooses to dispose of Solid Waste and Green Waste at a facility other than the existing Waste Management Davis Street Transfer Station located at Davis Street, San Leandro, California, then in such event, Contractor shall pay the City the sum of two dollars and forty five cents ($2.45) per ton of Solid Waste and Green Waste per quarter as part of its 1:~~a~~ar~„~,~n~~~+n.,~a ovoiioo Page 13 of 59