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July 15, 2024 Page 36 City of San Leandro Post Collection P = The adjusted Disposal Rate for the new Rate Period. 1363 8.4 EXTRAORDINARY RATE ADJUSTMENTS 1364 A. General. It is understood that the Contractor accepts the risk for changes in cost of providing Post-1365 Collection services and/or quantities and composition of City Delivered Materials to the Approved 1366 Facilities, and therefore the extraordinary adjustments to the Per-Ton Rates shall be limited to a 1367 Change in Law or a City-directed change in scope. If a Change in Law (pursuant to Section 8.4.E) or 1368 City-directed change in scope (pursuant to Section 3.5) occurs, the City or the Contractor may 1369 initiate an extraordinary adjustment to the Per-Ton Rates, in addition to the annual adjustment 1370 described in Section 8.3, to compensate Contractor for any demonstrable change in direct costs or 1371 revenue resulting from such Change in Law or a City-directed change in scope. 1372 B. Extraordinary Rate Adjustment Application. Contractor shall prepare an application for the 1373 extraordinary Rate adjustment. Such submittal shall provide all information reasonably requested 1374 by City Contract Manager specific to the nature of the request being made. Contractor shall pay all 1375 reasonable costs incurred by City, including the costs of outside accountants, attorneys, and/or 1376 consultants, in order to make a determination of the reasonableness of the requested Rate 1377 adjustment. The application shall clearly document the reason for the proposed adjustment, include 1378 calculation of the proposed Rate adjustments, and provide supporting documentation. 1379 In the event of such an application for extraordinary Rate increase, it is understood that the 1380 Contractor shall have the burden of demonstrating to the reasonable satisfaction of the City 1381 Contract Manager that a City directed change in scope or a Change in Law has occurred and that 1382 it has resulted in a change to Contractor’s direct costs or revenues. The Contractor shall have to 1383 demonstrate such resulting change in direct costs or revenue by providing calculations and 1384 supporting documentation to the City Contract Manager for review. The extraordinary Rate 1385 adjustment shall fully reimburse Contractor for (i) incremental increased costs (based on a 80% 1386 operating ratio formula specific to this identified cost) from the change in scope or Change in Law 1387 over the term of the Agreement, and (ii) reduced revenues (based on 80% operating ratio formula 1388 specific to this identified loss in revenue) from the change in scope or Change in Law over the 1389 term of the Agreement. Any extraordinary Rate adjustment shall be reduced by amounts of 1390 reimbursement Contractor received from other sources specifically for such change in scope or 1391 Change in Law. For purposes of clarity, the operating ratio formula/mechanism referenced above 1392 solely pertain to the directly impacted costs and revenue loss at issue, and not on the overall 1393 financial performance of the Agreement. 1394 The City Contract Manager shall have the right to request any other information that they, in their 1395 reasonable judgment, determine is necessary to establish the reasonableness or accuracy of 1396 Contractor’s request for an extraordinary Rate increase. Contractor’s failure to provide any such 1397 documentation that may be required to prove the accuracy of their calculations within thirty (30) 1398 calendar days, may result in either the denial of or a delay in the approval of the request for an 1399 extraordinary Rate increase. 1400 The City shall have a ninety (90) Business Day review period following receipt of Contractor’s 1401 application for the requested Rate adjustment. During this period, the City may request and 1402 Contractor shall provide supporting documentation that justifies the increase. Should the Parties 1403 be in dispute over the adjusted Rate at the end of the ninety (90) Business Day period, no 1404 adjustment shall be made and the dispute shall be subject to Section 10.9 of this Agreement. 1405 Docusign Envelope ID: C78C62DE-8589-496F-8F5A-DEC38EE5853C