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4. .Out of Scope Services Max Be Contracted for Directly with Residents. Company may provide collection <br />and disposal. or recycling service within the territorial. jurisdiction of the City, for any Recyclable Materials. <br />and/or Location Types that are outside the -scope ofthis .Agreement -pursuant to such terms and conditions <br />.as may be mutually agreed upon by Company. and such Residents. Such services and agreements are <br />outside the scope of this Agreement, andithis-Agreement:dm.not require such Residents fo use Company <br />for such. services, but they may do. so at their -discretion. The City .agrees.that Company -may use any <br />information: received from the City in marketing all of its:available. services to the -Residents located within <br />the City, whether included in the scope of this Agreement or not. <br />5. Exhibits. All Exhlbits attached to this Agreement are an integral part of the Agreement. and are <br />.incorporated herein. <br />Exhibit A Specifications & Pricing for Recycling Services <br />b. T.erin. The. initial term• of the Agreement shall be for five years (January 1, 2623 through December 31, <br />20�7. At the sole discretion of the City, an optional Agreement extension period may be. authorized and <br />negotiated for -an additional. two years (January 1, 2028 -December 3 t; 2029). <br />7. Rates for Services: Rate Adjustments: Additional Fees and Costs. <br />7,1 Rates.for.Services. The rates for all Services shall beas shown on Exhibit. A, subject to the rate <br />adjustments and additional. fees and costs as set forth -herein.. <br />7.2 Annual Rate Adjustments. Company shall increase the mates.fg.r all -Services effective on each <br />anniversary of the. Effective Date of this.Agreement as specified in Eithi6if.A. <br />'13 Change in Law Adjustments. Conlpany may upon a prior written consent of the. -City, increase <br />the rates for Services as a result of increases in costs incurred by Company due -to (a) any third.• <br />party or municipal hauling company or disposal. or recycling facility being'used; (b) changes in <br />local, state, federal or international rules, ordinances. or. regulations; (e) changes in taxes, fees or <br />-other governmental* charges (other than income or real property taxes); (d). uncontrollable <br />prolonged .operational changes (Le., a. major bridge closure); (e) increased. fuel costs; and {tj <br />changes in costs due -to a. -Force Majeure Event. Any of the. foregoing cost adjustments shall be <br />retroactive to the effective:date of such increase or change in cost, <br />S. Invoicing; Payment, Service Suspension: Audits. <br />M. Invoicing the City. The City shall report to °Compatry (a). by the Ss` of each monththe tatat number <br />of addresses subject to this. Agreement and (b) on. a quarterly basis, parcel data and. a list of <br />addresses serviced. Company shall 'invoice the City for. the number of addresses that were <br />seiMced within fifteen •(1.5) days of receiving the City's address:count each month, and the City <br />shall .pay Company's invoices: <br />8.2 Payment. The; City shall pay each of Company's invoices withodt.offset within twenty (20) days <br />of receipt of Company's. invoice. Payments maybe made by check or-A-CHonly; no purchasing <br />cards or credit cards will be accepted. if Company is ipvoicing the City; Cityshall pay Company's <br />invoices in full. Payments not.made on. or before their due.date maybe subject to.late fees of one. <br />-dbd one-lhalf*percent (1.5%) per month (or the maximum•.allow.ed by law.. if less). If the City <br />withholdspayment of a portion or entire invoice and it is later determined that a portion or all of <br />such withheld -amount is 6WM to Goiripiany:, such amount shall be subject to the late fees provided <br />herein from. the original due date until paid. <br />Page 2 of 13 <br />Vcrsi9n1017.1 Muni <br />Classified as Confidential -External <br />