Complete_with_Docusign_San_Leandro_and_ACI_P

Home

July 2024 Page 27 City of San Leandro Post Collection review of actual specific cost categories including depreciation expenses, interest expenses, utility 1039 expenses, fuel costs, and vehicle maintenance costs that are impacted by a change from diesel to 1040 ZEV propulsion. Such review shall be used to determine an adjustment to Rates subject to the 1041 provisions of this Section. During such review, Contractor may request that other cost categories, 1042 beyond those listed in this Section, are considered in the evaluation of the Rate adjustment, and 1043 shall provide all information requested by the City in order to substantiate Contractor’s request. No 1044 additional cost categories shall be considered in the Rate adjustment pursuant to this Section 1045 without the prior approval of the City, which shall not be unreasonably withheld. The Parties shall 1046 work collaboratively to minimize the cost impact to Customers of the transition to a zero-emission 1047 Transfer fleet and infrastructure changes and increased utility costs required for such fleet, 1048 including making use of any delays that are allowed through the Advanced Clean Fleets Rule and 1049 any subsequent law or regulation. Contractor’s obligations to transition to a zero-emission Transfer 1050 fleet and all costs associated therewith shall not burden the City or Customers disproportionately 1051 to other jurisdictions or customers served by Contractor or its Affiliates under the same ownership, 1052 and if Contractor expands its fleet as a result of new or extended service contracts or an expansion 1053 into new market areas, the City shall benefit proportionately from that expansion of services and 1054 impacts on Contractor’s fleet to the extent that such expansion reduces the City’s portion of 1055 Contractor’s obligations under the Advanced Clean Fleets Rule. A condition precedent to the 1056 execution of this Agreement is Contractor’s identification and approval by the City Contract 1057 Manager of up to three (3) third party fleet expert(s) that can be timely engaged to conduct an 1058 assessment of Contractor’s existing Transfer vehicle fleet relative to the Advanced Clean Fleets Rule. 1059 Within thirty (30) days of the Effective Date of this Agreement, Contractor shall engage an approved 1060 third party fleet expert to conduct such an assessment, as considered through the common 1061 ownership rules of the regulation, and prepare a draft plan articulating the schedule and strategic 1062 considerations for how Contractor can most cost-effectively accomplish the fleet transition, using 1063 best available information at the time of the study including Contractor’s existing franchise 1064 agreements and durations remaining, exclusive of any extension options not yet granted or 1065 exercised. Such draft plan shall be submitted concurrently to Contractor and the City for review, 1066 consideration, and feedback. The third-party expert shall then revise the draft plan and provide to 1067 Contractor and the City. Based on the revised draft plan, Contractor shall prepare a forecast for each 1068 Rate Year remaining in this Agreement of Contractor’s proposed change in maintenance, fuel, 1069 utilities, depreciation, and interest expense on Contractor’s operations covered by the Transfer fleet 1070 (including necessary infrastructure changes), as defined by the Advanced Clean Fleets Rule’s 1071 common ownership provisions. The financial forecast shall also illustrate the allocation of costs to 1072 various jurisdictions and/or customers on a proportional basis to the number of vehicles. The plan 1073 prepared by the third-party fleet expert, as well as the financial forecast prepared by Contractor, 1074 shall be subject to review, due diligence, reasonable requests for changes, and approval by the City's 1075 Contact Manager that shall not be unreasonably withheld. Once the Transfer fleet plan and financial 1076 forecast have been approved by the City’s Contract Manager, that plan shall form the preliminary 1077 basis for the Contractor’s vehicle plan and shall be incorporated into this section of the Agreement 1078 by reference. 1079 No less than thirty (30) days prior to Contractor ordering any new or replacement Transfer vehicle(s) 1080 or necessary infrastructure equipment, Contractor shall notify the City of Contractor’s intent to 1081 purchase such vehicle(s) and/or equipment. Such notice shall state the intended replacement 1082 timing and vehicle type from the fleet plan and whether Contractor’s proposal is in accordance with 1083 the approved plan and financial forecast or some alternative to it. Such notice shall include 1084 Docusign Envelope ID: DD1D0F3A-E7BC-4C69-8F25-5A59BD356B1B