Complete_with_Docusign_San_Leandro_and_ACI_C

Home

July 15, 2024 Page 46 City of San Leandro/ACI Franchise Agreement to the procedures described in Exhibit E2 and shall be subject to the rate adjustment factor 1820 provisions of E2. 1821 D. Rate Structure. The City may, at any time during the Term of this Agreement and in its sole 1822 discretion, change the relationship of individual Rates in comparison with other Rates. Any such 1823 changes would occur in conjunction with the annual Rate adjustment process described in Section 1824 8.2.C or in conjunction with a Rate adjustment resulting from an extraordinary Rate adjustment in 1825 accordance with Section 8.3. Changes to the Rates charged under the new structure shall be 1826 calculated in such a way that the revised Rate structure generates at least the same amount of total 1827 revenue when the current number of accounts at each Service Level are multiplied by the Rates 1828 charged for each Service Level and the total for all Service Levels are summed. 1829 8.3 EXTRAORDINARY RATE ADJUSTMENTS 1830 It is understood that the Contractor accepts the risk for changes in cost of providing services and the 1831 Service Levels requested by Customers and therefore the extraordinary adjustments to Rates shall be 1832 limited to a Change in Law or a City-directed change in scope (including, without limitation, City’s selection 1833 of an alternative to any Approved or Designated Facility). If a Change in Law or City-directed change in 1834 scope (pursuant to Section 3.5) occurs, the Contractor may petition City for an adjustment to the Rates in 1835 excess of the annual adjustment described in Section 8.2. 1836 Contractor shall prepare an application for the extraordinary Rate increase. Such submittal shall be 1837 prepared in compliance with the procedures described in Exhibit E2 and shall provide all information 1838 requested by City Manager specific to the nature of the request being made. Contractor shall pay all 1839 reasonable costs incurred by City, including the costs of outside accountants, attorneys, and/or 1840 consultants, in order to make a determination of the reasonableness of the requested Rate adjustment. 1841 The application shall clearly document the reason for the proposed adjustment, include calculation of the 1842 proposed Rate adjustments, and provide supporting documentation. 1843 In the event of such an application for extraordinary Rate increase, it is understood that the Contractor 1844 shall have the burden of demonstrating to the reasonable satisfaction of the City Manager that the failure 1845 of City to adjust the Rates will result in the Contractor’s financial loss or failure to achieve reasonable 1846 profitability due to the Change in Law or City-directed change in scope. The Contractor will have to 1847 demonstrate financial loss or a failure to achieve reasonable profitability by allowing for City Manager 1848 review of financial statements and supporting documentation. 1849 The City Manager shall have the right to request any other information that they, in their reasonable 1850 judgment, determine is necessary to establish the reasonableness or accuracy of Contractor’s request for 1851 an extraordinary Rate increase. Contractor’s failure to fully cooperate in a timely manner with any 1852 reasonable request for information may result in either the denial of or a delay in the approval of the 1853 request for an extraordinary Rate increase. 1854 Contractor may, at any time during the Term of this Agreement, present to City opportunities for reducing 1855 costs. Upon Contractor’s presentation of its cost savings proposal, City may request and Contractor shall 1856 provide such information as may be reasonably necessary to fully understand the proposed change. In no 1857 case shall Contractor undertake significant cost reduction efforts which, in the City’s reasonable 1858 determination, negatively impacts the services provided under this Agreement without the prior written 1859 approval of the City. Should Contractor propose and City accept an approach to reducing costs, the Parties 1860 Docusign Envelope ID: 908A450D-1F36-4C09-B8A4-C1D639B5A05A