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July 2024 Page 17 City of San Leandro Post Collection on the market challenges at least every twenty (20) Business Days thereafter until Contractor 616 determines that the concern has been resolved. 617 In the event that the market challenge results in a lack of market demand for any materials 618 marketed under this Agreement, Contractor may request relief from the City as set forth below. A 619 lack of market demand shall mean that Contractor cannot reasonably find a market for the 620 productive use of the subject material at any value, positive or negative. Within ten (10) Business 621 Days of Contractor’s first knowledge of the lack of markets, Contractor shall notify the City via 622 telephone and email with a written notice to follow, such notice shall include Contractor’s best 623 estimate of the time when its or the Processing Subcontractor’s remaining capacity to store such 624 materials under the terms of its facility permits (the “Storage Capacity”) will expire. Contractor and 625 the City shall meet and confer at the earliest mutually convenient opportunity to discuss the market 626 conditions. In such case Contractor shall have the burden of proving its or the Processing 627 Subcontractor’s good faith efforts to identify markets for the subject material and shall present to 628 the City any information available to Contractor about the status of primary and alternative markets 629 for the material, pricing histories, and any other information which may be helpful to the City in 630 making a finding about the Contractor’s need for relief. Contractor shall also provide the City with 631 written notice when the Storage Capacity for the materials in question has declined to thirty percent 632 (30%) of normal, setting forth the estimated number of days when no Storage Capacity will remain. 633 The City’s Contract Manager shall make a reasonable finding that a market demand either does or 634 does not exist, based on the information presented and any other information available, within 635 twenty (20) calendar days after the Parties meet and confer or, if sooner, before the date when no 636 Storage Capacity remains. If the City reasonably determines that a market demand does exist, 637 Contractor or the Processing Subcontractor shall be required to continue to market all materials as 638 required under this Agreement. If the City reasonably determines that a market demand does not 639 exist, the City shall simultaneously identify a productive, non-disposal outlet for the subject 640 material. If the City is able to so identify such an outlet and such outlet does not exceed the pricing 641 limitation described in this section, Contractor or the Processing Subcontractor shall deliver the 642 subject material to that outlet. If the City is unable to so identify an outlet, the City shall authorize 643 Contractor or the Processing Subcontractor to temporarily Dispose of the subject material. In such 644 case, Contractor and the City shall review the status of the markets at a frequency established by 645 the City until such time as the market demand returns or the City reasonably determines that the 646 review process may be discontinued. Additionally, in the event that the City reasonably determines 647 that a market demand does not exist, the City shall have the opportunity to take physical possession 648 of some or all of the subject material from Contractor’s or the Processing Subcontractor’s facility, 649 in order to market or otherwise dispose of such materials through other channels or processes. 650 In the event that the market challenge results in a significant change in pricing for any materials 651 Processed under this Agreement, Contractor may request relief from the City as set forth below. A 652 significant change in pricing shall mean a reduction in market value such that the market cost, on a 653 per ton basis, of sending the subject material to a non-Disposal market, including Transportation 654 costs, exceeds one hundred fifty percent (150%) of the then-current Disposal tipping fee under this 655 Agreement. Processing costs which are described in and subject to the adjustment provisions of 656 Section 8.3 shall be excluded from this calculation (except for Transportation costs as set forth in 657 the preceding sentence). Within five (5) Business Days of Contractor’s first knowledge of the 658 significant change in pricing, Contractor shall notify the City via telephone and email with a written 659 notice to follow. Contractor shall also provide the City with written notice when the Storage 660 Capacity for the materials in question has declined to thirty percent (30%) of normal, setting forth 661 Docusign Envelope ID: DD1D0F3A-E7BC-4C69-8F25-5A59BD356B1B