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July 15, 2024 Page 30 City of San Leandro/ACI Franchise Agreement Clean Fleets Rule’s common ownership provisions. The financial forecast shall also illustrate the allocation 1166 of costs to various jurisdictions and/or customers on a proportional basis to the number of vehicles. The 1167 plan prepared by the third-party fleet expert, as well as the financial forecast prepared by Contractor, 1168 shall be subject to review, due diligence, reasonable requests for changes, and approval by the City's 1169 Contact Manager that shall not be unreasonably withheld. Once the fleet plan and financial forecast have 1170 been approved by the City’s Contract Manager, that plan shall form the preliminary basis for the 1171 Contractor’s vehicle plan and shall be incorporated into this section of the Agreement by reference. 1172 No less than thirty (30) days prior to Contractor ordering any new or replacement vehicle(s) or necessary 1173 infrastructure equipment, Contractor shall notify the City of Contractor’s intent to purchase such 1174 vehicle(s) and/or equipment. Such notice shall state the intended replacement timing and vehicle type 1175 from the fleet plan and whether Contractor’s proposal is in accordance with the approved plan and 1176 financial forecast or some alternative to it. Such notice shall include Contractor’s then-current assessment 1177 of: i) the potential for regulatory or statutory relief from the requirements of the Advanced Clean Fleets 1178 Rule; ii) the technical feasibility of using the proposed equipment including the adequacy of that 1179 equipment for the type, size, terrain, and weather conditions experienced by that vehicle in its operations; 1180 iii) the cost effectiveness of this specification as demonstrated by at least three vendor quotes/bids for 1181 similarly specified equipment; iv) a statement of Contractor’s new, expanded, or extended service 1182 contracts or expansion of service into a new market area and the implications of the Advanced Clean 1183 Fleets Rule’s common ownership provisions; and v) Contractor’s proposed changes to vehicle 1184 maintenance, fuel, utilities, depreciation, and interest expense and/or schedule resulting from the 1185 purchase, relative to the initial plan and financial forecast approved by the City. The City Contract Manager 1186 shall have fifteen (15) days to respond to Contractor’s notice of intended fleet/equipment purchase with 1187 either an approval of the purchase or with specific reasonable concerns and/or objections. In the event 1188 that the City Contract Manager agrees with the purchase, the changes in vehicle maintenance, fuel, 1189 utilities, depreciation, and interest expense shall take effect in the rate application immediately following 1190 Contractor’s receipt of the vehicle(s) and/or equipment, prorated to the first day of the month following 1191 the date such vehicle(s) and/or equipment were placed into service. In the event that City Contract 1192 Manager objects to a purchase or the allocation of its costs to the City, Contractor and the City Contract 1193 Manager shall meet and confer within fifteen (15) days of City Contract Manager’s response to Contractor. 1194 In the event that the Parties are unable to resolve the matter, the Parties shall submit the specific 1195 unresolved issue(s) for consideration by an independent third-party fleet expert whose decision shall be 1196 binding on the Parties. The independent third-party expert shall be one of the third party experts 1197 identified and agreed to by the Parties prior to the execution date of this Agreement or mutually agreed 1198 upon by the Parties, the work shall be directed jointly by the Parties, and the cost of their review and 1199 recommendation shall be shared equally by the City and Contractor. 1200 Contractor shall provide a fleet of Collection vehicles sufficient in number and capacity to efficiently 1201 perform the work required by the Agreement in strict accordance with its terms. Contractor shall have 1202 available sufficient back-up vehicles for each type of Collection vehicle used to respond to scheduled and 1203 unscheduled maintenance, service requests, Complaints, and emergencies. All such vehicles shall have 1204 watertight bodies designed to prevent leakage, spillage, or overflow. All such vehicles shall meet On-Road 1205 Heavy Duty Vehicle emissions requirements for model year 2015, or the appropriate emission 1206 requirements for the model year of the vehicle purchased, if newer, and comply with all Federal, State, 1207 and local laws and regulations. Contractor’s vehicles shall utilize Recycled motor oil to the extent 1208 practicable. Upon City approval, Collection vehicles shall have the capability of carrying and safely 1209 Transporting empty and full Used Oil Recovery Kits, as well as the capacity to Collect and Transport loose 1210 Cardboard overages, to ensure that Contractor is capable of complying with Exhibit B. 1211 Docusign Envelope ID: 908A450D-1F36-4C09-B8A4-C1D639B5A05A