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July 15, 2024 Page 44 City of San Leandro/ACI Franchise Agreement limited to, the number of Customers charged at each Service Level and Rate for each billing period. 1741 Contractor shall maintain all supporting documents and calculations for each payment made to City as 1742 required by Section 6.1. 1743 City Contract Manager may, at any time during the Term, perform an audit of Contractor’s billings and 1744 payment of reimbursements. Contractor shall cooperate with the City Contract Manager in any such audit. 1745 Should City or its agent perform this review and identify errors in payment of reimbursements valued at 1746 one percent (1%) or more for the period reviewed, Contractor shall, in addition to compensating City for 1747 lost reimbursements, reimburse the City’s actual cost of the review. 1748 7.7 PROCUREMENT REIMBURSEMENT FEE 1749 Within (5) Business Days of the Effective Date of this Agreement, Contractor shall pay the City five hundred 1750 and eleven thousand eight hundred and seventy dollars ($511,870). The Contractor may recover this 1751 payment through Contractor’s Compensation if the expense is amortized equally over ten (10) years. 1752 ARTICLE 8. 1753 CONTRACTOR'S COMPENSATION AND RATE 1754 SETTING 1755 8.1 GENERAL 1756 The Contractor’s Compensation for performance of all its obligations under this Agreement shall be Gross 1757 Receipts. Contractor’s Compensation provided for in this Article shall be the full, entire, and complete 1758 compensation due to Contractor pursuant to this Agreement for all labor, equipment, materials and 1759 supplies, Transfer, Processing, and Disposal fees, Franchise Fees, City Reimbursements, taxes, insurance, 1760 bonds, overhead, operations, profit, and all other things necessary to perform all the services required by 1761 this Agreement in the manner and at the times prescribed. Nothing herein shall obligate City to provide 1762 any compensation to Contractor beyond Gross Receipts. 1763 If Contractor’s actual costs, including fees due to City, are more than Gross Receipts, Contractor shall not 1764 be compensated for the difference in actual costs and actual Gross Receipts. If Contractor’s actual costs 1765 are less than the actual Gross Receipts, Contractor shall retain the difference provided that Contractor 1766 has paid Franchise Fees and City Reimbursements pursuant to Article 7. 1767 Under this Agreement, Contractor shall have the right and obligation to charge and collect from 1768 Customers Rates in Exhibit G2 that are approved by the City for provision of services to Customers. The 1769 Rates for Rate Period One are based on the Contractor’s Proposal. Contractor’s proposed costs and 1770 operating assumptions for Rate Period One are presented in Exhibit G1. The Parties agree to arrange a 1771 meet and confer in Rate Period Two to discuss the restructuring of Rates to align more consistently with 1772 Contractor’s cost of providing each service. Any changes to the Rate structure shall go into effect in Rate 1773 Period Three or at a time as mutually agreed upon by the Parties. 1774 The Designated Recyclable Materials Processing Facility shall retain revenues received from the sale of 1775 Recyclable Materials including California Redemption Value revenues. Neither Contractor nor the 1776 Designated Recyclable Materials Processing Facility are entitled to any funds available through the 1777 Department of Resources Recycling and Recovery (CalRecycle) through its “City/County Payment 1778 Docusign Envelope ID: 908A450D-1F36-4C09-B8A4-C1D639B5A05A