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City of Pleasanton Article 8. Contractor's Compensation Franchise Agreement with Pleasanton Garbage Service City of Pleasanton Page 107 June 7, 2022March 8, 2018 c. Change in Law, including, but not limited to, Changes in Law that result in regulatory, 3756 governmental, or other surcharge fees, after the Effective Date that: (1) was not 3757 reasonably known to the Contractor before the Effective Date, and (2) the Contractor 3758 substantiates. 3759 d. Uncontrollable Circumstances. 3760 e. Subsequent to Rate Period 1 of this Agreement, extraordinary adjustment in operating 3761 costs and/or commodity (but not Rate) revenues beyond the control of the Contractor, 3762 resulting from actual sustained market conditions, with a duration of three (3) months or 3763 more, that the Contractor demonstrates with evidence reasonably satisfactory to the City 3764 have and will continue to result in the Contractor’s inability to continue as a going 3765 concern or to meet its actual, reasonable and necessary financial obligations during the 3766 next twenty-four (24) months of this Agreement. The Contractor bears the burden of 3767 demonstrating in writing to the sole satisfaction of the City, whose decisions shall be 3768 binding, that: 1) the event qualifies under the description in the immediately preceding 3769 sentence, 2) the Contractor has taken all reasonable efforts to mitigate or minimize the 3770 financial effect of the event, and 3) the Contractor has taken all reasonable efforts to 3771 offset the financial impact of the event by economies, efficiencies, and its ability to 3772 generate additional revenue elsewhere in its operations. The City shall receive the 3773 Contractor’s written demonstration of these three factors and meet with the Contractor. 3774 The City may, but is not obligated, to: question the Contractor; request additional 3775 information from Contractor as described in this Agreement; request from the Contractor 3776 information and documents as described elsewhere in the Agreement; request from the 3777 Contractor information and documents demonstrating how other companies in the 3778 industry have responded to the change; and engage experts to evaluate the information 3779 provided by the Contractor and/or request additional information from the Contractor 3780 and provide recommendations to the City. 3781 2. Ineligible Items. A special Rate review may not be initiated for the following items and 3782 Contractor shall not be compensated for such items over the Term of the Agreement unless 3783 the City and Contractor agree to an adjustment during a cost-based adjustment process 3784 when determining Rates for Rate Period Seven, or such items are identified as eligible items 3785 in Section 8.4.A. 3786 a. Increases in the cost of providing the services described in this Agreement in excess of the 3787 increases provided through the annual adjustment mechanism described in Exhibits H and 3788 I unless such cost increases are related to eligible items list in Section 8.4.A above. 3789 b. Increases in the cost of Discarded Materials Collection, Transportation, Processing, or 3790 Disposal costs in excess of the increases provided through the annual adjustment 3791 mechanism described in Exhibits H and I unless such cost increases are related to eligible 3792 items listed in Section 8.4.A above. 3793 c. Increases in the cost of Discarded Materials Collection, Transportation, Processing, or 3794 Disposal costs that may be impacted by change in Approved Disposal Site, Approved 3795 Recyclable Materials Processing Site, Approved Organic Materials Processing Site, or 3796 Approved C&D Processing Site operating conditions, unless such change is initiated by or 3797 at the direction of the City or is related to eligible items listed in Section 8.4.A above. 3798 d. Decreases in Revenues from the sale of Recyclable Materials or Organic Materials. 3799