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C. Personnel and Equipment The Service shall be performed by properly trained and licensed personnel inadequate numbers and
<br /> with adequate vehicles and equipment to complete the Service in a safe and timely manner
<br /> d. Complaints and Missed Pick-Ups. All complaints as to Ws provision of the Service,including alleged missed pick-ups,shall be
<br /> given prompt and courteous attention. WM shall attempt to resolve all complaints promptly,and shall cure all missed pick-ups that are
<br /> not the result of force majeure events within one(1)weekday,conditions permitting
<br /> e. Anti-Discrimination. In performing the Service,WM shall not discriminate against any person on the basis of race,religion,sex,
<br /> national origin,political affiliation,or physical and mental disability.
<br /> f. Exclusive.The City grants the exclusive right to perform the Services set forth in this Agreement The City agrees that it will
<br /> not allow anyone other than WM to lease carts to residents or engage in the collection of residential waste within the City.
<br /> IV. HOUSE COUNT AND ADIUSTMENTS
<br /> The estimated house count at the commencement of the term hereunder shall be 3,138 Residential Units;however,the Parties shall verify
<br /> this house count prior to the initial billing under this Agreement and shall adjust the house count for billing purposes accordingly. Either
<br /> Party may propose a prospective adjustment to the house count at any time during the term of this Agreement upon reasonable notice to
<br /> the other Party,which adjustment shall be investigated jointly by the Parties to establish a new house count to apply thereafter. WM shall
<br /> keep accurate route sheets and/or a Residential Unit database that shall be provided to City promptly upon its request
<br /> V. FEES AND PAYMENTS
<br /> a. Service Fee per Residential Unit. The fee per Residential Unit,per month,shall be Five Dollars and Five Cents($5.05).The
<br /> monthly fee paid to WM by the City shall be calculated based upon the current house count at the time each invoice is generated,
<br /> times the fee per Residential Unit[e.g.,Current House Count x Fee=Monthly Invoice Amount].Annually,thereafter during the Term,
<br /> the fee per Residential Unit,per month,shall be as follows:
<br /> Contract Year Monthly Fee
<br /> per Residential Unit
<br /> 2020-2021 $5.25
<br /> 2021-2022 $5.46
<br /> 2022-2023 $5.46
<br /> 2023-2024 $5.68
<br /> b. Annual Increase. Annually,the monthly fee per Residential Unit shall be adjusted on each anniversary of the effective date of this
<br /> Agreement except in year 3 by four percent(40/6).
<br /> C. Invoices and Payment. WM will submit monthly invoices to the City and the City shall have thirty (30) days from the
<br /> invoice date to remit payment in full. Payment by City shall be made by check or wire transfer or ACH debit The maximum interest
<br /> permitted by law shall be applied to balances due and unpaid after more than fifteen(15)days beyond the due date.
<br /> d. Changes in Law. Notwithstanding anything to the contrary in this Agreement,WM may modify the rates to account for any
<br /> increase in costs due to uncontrollable circumstances, including, without limitation, changes in local, state or federal laws or
<br /> regulations,disposal or processing costs,third party transportation costs,imposition of taxes,fees or surcharges,municipal franchise
<br /> fee increases and acts of God such as floods,fires,etc.
<br /> VI. DEFAULT AND TERMINATION
<br /> The failure of either Party to perform a material obligation under this Agreement shall be considered a breach of this Agreement,and
<br /> the breaching Party shall be in default In the event of default,the non-defaulting Party shall give written notice of the default,and
<br /> the defaulting Party shall have:(i)ten(10)days from the receipt of the notice to cure any failure to pay money under this Agreement,
<br /> or(ii)thirty(30)days from the receipt of the notice to cure any other default under this Agreement If the defaulting Party fails to
<br /> cure the breach within the allotted time,the non-defaulting Party may,at its option,immediately terminate the Agreement In the
<br /> event of a default,the defaulting Party agrees to pay all damages caused by said default,to include,without limitation reasonable
<br /> attorneys'fees and costs associated with enforcement of this Agreement. Under no circumstances shall the Parties be liable for any
<br /> consequential,indirect,punitive or special damages for any alleged default under this Agreement.
<br /> VII. FORCE MA]EURE
<br /> WM's performance of the Service may be suspended and its obligations hereunder excused during the pendency of a cause or causes
<br /> beyond its reasonable control,such as by way of example and not limitation: acts of war,public enemy, civil disturbance,riot or
<br /> disorder;epidemic or pandemic;acts of God such as landslide,lightning,earthquake,fire,storm,the impending approach of a storm,
<br /> or flood; explosion;restraining orders,interference by civil or military authorities,strike,statute,ordinance,government order or
<br /> ruling; or other similar causes. In the event of an occurrence of a force majeure event, WM shall notify the City immediately,in
<br /> writing, describing the particulars of the circumstances preventing performance of the Service and its expected duration. Notice
<br /> shall be provided after the effect of such occurrence has ceased.
<br /> VIII. INDEMNIFICATION
<br /> a. To the fullest extent permitted by law,the City agrees to indemnify,defend,and hold WM harmless from and against all
<br /> claims and actions,suits,debts,damages,liabilities and costs whatsoever,including but not limited to attorneys'fees and costs of
<br /> defense,based upon or arising out of the City's breach of this Agreement,and based upon or arising out of any injuries (including
<br /> death)to persons,or damage to property,to the extent caused in whole or in part by the negligent acts or omissions of the City,or
<br /> any of its directors,officers,employees,agents,or subcontractors,in the performance of this Agreement
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