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July 15, 2024 Page 31 City of San Leandro Post Collection ARTICLE 8. 1187 CONTRACTOR’S COMPENSATION AND RATE 1188 SETTING 1189 8.1 GENERAL 1190 The Contractor’s Compensation for performance of all its obligations under this Agreement shall be Per-1191 Ton Rates, paid to the Contractor by the Collection Contractor in exchange for services provided . 1192 Contractor’s Compensation provided for in this Article shall be the full, entire, and complete 1193 compensation due to Contractor pursuant to this Agreement for all labor, equipment, materials and 1194 supplies, Transfer, Processing, and Disposal fees, City Reimbursements, taxes, insurance, bonds, 1195 overhead, operations, profit, and all other things necessary to perform all the services required by this 1196 Agreement in the manner and at the times prescribed and in accordance with Applicable Law. Nothing 1197 herein shall obligate City to provide any compensation directly to Contractor. Contractor’s Proposal 1198 (Exhibit G), from which initial Rates are determined, assumes compliance with Applicable Law and 1199 associated implementing regulations, including, but not limited to, AB 1201, SB 54, and SB 343, as they 1200 may be further promulgated, amended, or replaced from time to time. Any future adjustments to 1201 Contractor’s compensation due to a Change in Law shall be made in accordance with Section 8.4.E. 1202 If Contractor’s actual costs, including fees due to City, are more than the Per-Ton Rates, Contractor shall 1203 not be compensated for the difference in actual costs and actual Per-Ton Rates. If Contractor’s actual 1204 costs are less than the actual Per-Ton Rates, Contractor shall retain the difference provided that 1205 Contractor has paid City Reimbursements pursuant to Article 7. 1206 Under this Agreement, Contractor shall have the right and obligation to charge and collect from the 1207 Collection Contractor, Per-Ton Rates approved by the City for provision of services under this Agreement. 1208 The Rates for Rate Period One are based on the Contractor’s Proposal. Contractor’s proposed costs and 1209 operating assumptions for Rate Period One are presented in Exhibit G2. 1210 8.2 REMITTANCES TO CONTRACTOR 1211 Each month, within five (5) Business Days after the last day of the preceding month, Contractor shall 1212 provide to the Collection Contractor an invoice detailing the total Tons delivered to the Approved Facility 1213 from the City Service Area by the Collection Contractor, and the resulting monies owed to Contractor, 1214 based on the then-current Per-Ton Rates. Contractor shall be responsible for collecting payment for Post-1215 Collection Services directly from the Collection Contractor. Contractor shall cooperate with the Collection 1216 Contractor as needed to calculate and/or reconcile remittance amounts. 1217 In the event that there is a dispute by the Collection Contractor over the amount of an invoice, Contractor 1218 shall work diligently with Collection Contractor to expeditiously resolve the dispute in accordance with 1219 Section 10.10. In the event the dispute between the Contractor and Collection Contractor is escalated to 1220 the City pursuant to Section 10.10, the City Contract Manager, in their sole discretion, may make a 1221 determination and such determination shall be final for any dispute involving payment of one hundred 1222 thousand dollars ($100,000) or less. 1223 Contractor shall deliver to Collection Contractor, with a copy to City, a notice of late payment for a given 1224 monthly invoice thirty-five (35) calendar days after the date of generation of the invoice. Contractor’s 1225 invoices shall be deemed delinquent if Collection Contractor has not paid within sixty (60) calendar days 1226 Docusign Envelope ID: C78C62DE-8589-496F-8F5A-DEC38EE5853C