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July 2024 Page 34 City of San Leandro Post Collection ARTICLE 8. 1318 CONTRACTOR’S COMPENSATION AND RATE 1319 SETTING 1320 8.1 GENERAL 1321 The Contractor’s Compensation for performance of all its obligations under this Agreement shall be Per-1322 Ton Rates, paid to the Contractor by the Collection Contractor in exchange for services provided. 1323 Contractor’s Compensation provided for in this Article shall be the full, entire, and complete 1324 compensation due to Contractor pursuant to this Agreement for all labor, equipment, materials and 1325 supplies, Transfer, Processing, and Disposal fees, City Reimbursements, taxes, insurance, bonds, 1326 overhead, operations, profit, and all other things necessary to perform all the services required by this 1327 Agreement in the manner and at the times prescribed and in accordance with Applicable Law. Nothing 1328 herein shall obligate City to provide any compensation directly to Contractor. Contractor’s Proposal 1329 (Exhibit G), from which initial Rates are determined, assumes, except as otherwise provided in this 1330 Agreement, compliance with Applicable Law and associated implementing regulations, including, but not 1331 limited to, AB 1201, SB 54, SB 343, and the Advanced Clean Fleets Rule, as they may be further 1332 promulgated, amended, or replaced from time to time. Any future adjustments to Contractor’s 1333 compensation due to a Change in Law shall be made in accordance with Section 5.3.C and/or Section 8.4.E. 1334 If Contractor’s actual costs, including fees due to City, are more than the Per-Ton Rates, Contractor shall 1335 not be compensated for the difference in actual costs and actual Per-Ton Rates. If Contractor’s actual 1336 costs are less than the actual Per-Ton Rates, Contractor shall retain the difference provided that 1337 Contractor has paid City Reimbursements pursuant to Article 7. 1338 Under this Agreement, Contractor shall have the right and obligation to charge and collect from the 1339 Collection Contractor, Per-Ton Rates approved by the City for provision of services under this Agreement. 1340 The Rates for Rate Period One are based on the Contractor’s Proposal. Contractor’s proposed costs and 1341 operating assumptions for Rate Period One are presented in Exhibit G1. 1342 8.2 REMITTANCES TO CONTRACTOR 1343 Each month, within fifteen (15) Business Days after the last day of the preceding month, Contractor shall 1344 provide to the Collection Contractor an invoice detailing the total Tons delivered to the Approved Facility 1345 from the City Service Area by the Collection Contractor, and the resulting monies owed to Contractor, 1346 based on the then-current Per-Ton Rates. Contractor shall be responsible for collecting payment for Post-1347 Collection Services directly from the Collection Contractor. Contractor shall cooperate with the Collection 1348 Contractor as needed to calculate and/or reconcile remittance amounts. 1349 In the event that there is a dispute by the Collection Contractor over the amount of an invoice, Contractor 1350 shall work diligently with Collection Contractor to expeditiously resolve the dispute in accordance with 1351 Section 10.10. In the event the dispute between the Contractor and Collection Contractor is escalated to 1352 the City pursuant to Section 10.10, the City Contract Manager, in their sole discretion, may make a 1353 determination and such determination shall be final for any dispute involving payment of one hundred 1354 thousand dollars ($100,000) or less. 1355 Contractor shall deliver to Collection Contractor, with a copy to City, a notice of late payment for a given 1356 monthly invoice thirty-five (35) calendar days after the date of generation of the invoice. Contractor’s 1357 Docusign Envelope ID: DD1D0F3A-E7BC-4C69-8F25-5A59BD356B1B