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July 2024 Page 47 City of San Leandro Post Collection Contractor may initiate an extraordinary adjustment to the Per-Ton Rates, in addition to the annual 1669 adjustment described in Section 8.3, in accordance with this Section. 1670 B. Extraordinary Rate Adjustment Application. Contractor shall prepare an application for the 1671 extraordinary Rate adjustment. Such submittal shall be prepared in compliance with the procedures 1672 described in Section 8.3.D and shall provide all additional information requested by City Contract 1673 Manager specific to the nature of the request being made. Contractor shall pay all reasonable costs 1674 incurred by City, including the costs of outside accountants, attorneys, and/or consultants, in order 1675 to make a determination of the reasonableness of the requested Rate adjustment. The application 1676 shall clearly document the reason for the proposed adjustment, include calculation of the proposed 1677 Rate adjustments, and provide supporting documentation. 1678 In the event of such an application for extraordinary Rate increase, it is understood that the 1679 Contractor shall have the burden of demonstrating to the reasonable satisfaction of the City 1680 Contract Manager that the failure of City to adjust the Rates will result in the Contractor’s financial 1681 loss or failure to achieve reasonable profitability due to the Change in Law or City-directed change 1682 in scope. The Contractor shall have to demonstrate financial loss or a failure to achieve reasonable 1683 profitability by allowing for City Contract Manager review of financial statements and supporting 1684 documentation. 1685 The City Contract Manager shall have the right to request any other information that they, in their 1686 reasonable judgment, determine is necessary to establish the reasonableness or accuracy of 1687 Contractor’s request for an extraordinary Rate increase. Contractor’s failure to provide any such 1688 documentation that may be required to prove the accuracy of their calculations within thirty (30) 1689 calendar days, may result in either the denial of or a delay in the approval of the request for an 1690 extraordinary Rate increase. 1691 The City shall have a ninety (90) Business Day review period following receipt of Contractor’s 1692 application for the requested Rate adjustment. During this period, the City may request and 1693 Contractor shall provide supporting documentation that justifies the increase. Should the Parties 1694 be in dispute over the adjusted Rate at the end of the ninety (90) Business Day period, no 1695 adjustment shall be made and the dispute shall be subject to Section 10.9 of this Agreement. Upon 1696 resolution of the dispute and assuming both Parties agree on the adjustment of the Rate, Contractor 1697 shall be entitled to the adjusted Rate retroactively to the latter of the end of the sixty (60) calendar 1698 day advance notice period described below or the effective date of the increased Allowable Costs. 1699 C. Allowable Costs. If the extraordinary Rate adjustment review warrants an increase in the applicable 1700 Rate(s), the adjustment shall cover only Allowable Costs (defined below) and such Allowable Costs 1701 shall be in the proportion of the total volume that Contractor reasonably projects that the City will 1702 deliver to the Approved Facility for the Term of this Agreement compared with all other users of 1703 the Approved Facility. 1704 “Allowable Costs” shall include: incremental operating, maintenance, monitoring, reporting, and 1705 capital costs, including, but not limited to, the costs of making improvements (including, but not 1706 limited to future Landfill cells) or modifications, at the Approved Facility necessary to perform under 1707 this Agreement, but only to the extent brought about by a Change in Law, pursuant to Section 8.4.E, 1708 or a Change in Scope pursuant to Section 8.4.D, that are not otherwise reflected in the calculations 1709 used to adjust the Per-Ton Rate (e.g., Contractor Component and Governmental Components 1710 Docusign Envelope ID: DD1D0F3A-E7BC-4C69-8F25-5A59BD356B1B