Common use of Benchmark Adjustments Clause in Contracts

Benchmark Adjustments. A. The Benchmarker shall issue a preliminary written report reflecting its findings. The Parties will review the preliminary benchmark analysis report and provide any comments in writing to the Benchmarker and the other Party within fifteen (15) days of receipt of the analysis. The Benchmarker will be instructed to consider any such comments received within such fifteen (15) day period and, after such consideration and making any appropriate adjustments, to issue a final written report. The Benchmarker may accept or reject the comments of either Party in its sole discretion. B. In the event that the Parties agree to the Benchmark result and Supplier’s prices for the Aggregated Service(s) are priced higher than the Benchmark, then Supplier shall either: (1) in the event Supplier’s prices for the Aggregated Service (s) exceed the Benchmark by * or less, then Supplier shall reduce its prices for the Aggregated Service(s) down to the * in the next billing cycle. * shall mean the amount equal to * __________________________ *Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. over Supplier’s prices for the Aggregated Service(s). For example, if the Benchmark for the Aggregated Services exceeds the then current Supplier Charges for the Aggregated Services by *, then Supplier shall reduce its prices for the Aggregated Services down by *; or (2) in the event Supplier’s prices for the Aggregated Service(s) exceed the Benchmark by more than *, Supplier shall reduce its prices for the Aggregated Service(s) (i) down by * in the next billing cycle (ii) *. Within * of receiving the Benchmarking with a Benchmark triggering the pricing discussion requirement, Supplier shall provide Gap with a written proposal on *. The proposal shall *. Supplier’s proposal must be accompanied with sufficient detail to demonstrate to Gap what specific pricing metrics will be affected and how and may include discussion of technology architecture issues. The Parties shall structure and support the pricing discussions to proceed rapidly with the objective of completing such discussions within * of the date of receiving the Benchmarking. Failure of the Parties to agree on all pricing adjustments to be implemented within * of the date of receiving the Benchmarking, shall be deemed a rejection of Supplier’s proposal to reduce prices by Gap, unless the Parties otherwise agree in writing. C. Should the Parties agree to adjust pricing as provided herein, such adjustments shall be *. D. If (1) Supplier fails to adjust its pricing as required under subpart B above, or (2) Gap (in its sole discretion) does not accept Supplier’s proposal to reduce its prices to the Benchmark as set forth in subpart B(2) above, Gap may terminate this Agreement in accordance with Section 33.5 (Termination for Failure to Implement Benchmark Adjustments). E. All third party costs of the benchmarking shall be shared equally by the Parties.

Benchmark Adjustments. A. (A) The Benchmarker shall issue a preliminary written report reflecting its findings, with sufficient information to allow County and Supplier to effectively review the findings and to reasonably evaluate the Benchmarker’s compliance with this Agreement. The Benchmarker shall meet jointly with the Parties to provide a detailed review and explanation of the preliminary written report. Thereafter, the Parties will review the preliminary benchmark analysis report and provide any comments in writing to the Benchmarker and the other Party within fifteen (15) days of Business Days after the joint meeting and receipt of the analysis. The Benchmarker will be instructed to consider any such comments received within such fifteen (15) day Business Day period and, after such consideration and making any appropriate adjustments, to issue a final written report. The Benchmarker may accept or reject the comments of either Party in its sole reasonable discretion. B. . In the event that the Parties agree to the Benchmark result and Supplier’s prices for the Aggregated Service(s) are priced higher than the Benchmark, then Supplier shall either: (1) in the event Supplier’s prices Charges for the Aggregated Service (s) Services exceed the Benchmark by * or lessBenchmark, then Supplier shall reduce its prices the Charges for the Aggregated Service(s) Services down to the * Benchmark beginning in the next monthly billing cycle. * shall mean cycle after the amount equal to * __________________________ *Certain information on this page has been omitted and filed separately with month of the Commission. Confidential treatment has been requested with respect to date of the omitted portions. over SupplierBenchmarker’s prices for the Aggregated Service(s)final written report. For example, if the Benchmark for Benchmarker’s final written report is dated in March, the Aggregated Services exceeds Charges shall be reduced beginning in the then current Supplier April billing cycle. The Charges for the Aggregated Services by *Benchmarking Service(s) Set shall thereafter continue to be reduced through the end of the Term, then Supplier shall reduce its prices for subject to the Aggregated Services down by *; orAuthorized Billing and Payment Mechanisms set forth in Exhibit P (Pricing). (2B) in the event Supplier’s prices for the Aggregated Service(s) exceed the Benchmark by more than *, Supplier shall reduce its prices for the Aggregated Service(s) (i) down by * in the next billing cycle (ii) *. Within * of receiving the Benchmarking with a Benchmark triggering the pricing discussion requirement, Supplier shall provide Gap with a written proposal on *. The proposal shall *. Supplier’s proposal must be accompanied with sufficient detail to demonstrate to Gap what specific pricing metrics will be affected and how and may include discussion of technology architecture issues. The Parties shall structure and support the pricing discussions to proceed rapidly with the objective of completing such discussions within * of the date of receiving the Benchmarking. Failure of the Parties to agree on all pricing adjustments to be implemented within * of the date of receiving the Benchmarking, shall be deemed a rejection of Supplier’s proposal to reduce prices by Gap, unless the Parties otherwise agree in writing. C. Should the Parties agree to adjust pricing as provided herein, such adjustments shall be *. D. If (1) Supplier fails to adjust its pricing per the Benchmark as required under subpart B Section (A) above, or (2County shall be entitled to unilaterally adjust the Charges paid for the Services to match the Benchmarking Calculation in Section 5.1.2 above beginning in the next monthly billing cycle after the month of the date of the Benchmarker’s final written report. For example, if the Benchmarker’s final written report is dated in March, the Fees shall be reduced beginning in the April billing cycle. The Charges for the Bechmarking Service(s) Gap (in its sole discretion) does not accept Supplier’s proposal Set shall thereafter continue to reduce its prices to be reduced through the end of the Term per the Benchmark as set forth in subpart B(2) above, Gap may terminate this Agreement in accordance with Section 33.5 (Termination for Failure to Implement Benchmark Adjustments)a Charge Reduction. E. All third party costs of the benchmarking shall be shared equally by the Parties.

Benchmark Adjustments. A. The Benchmarker shall issue a preliminary written report reflecting its findings. The Parties will review the preliminary benchmark analysis report and provide any comments in writing to the Benchmarker and the other Party within fifteen (15) days of receipt of the analysis. The Benchmarker will be instructed to consider any such comments received within such fifteen (15) day period and, after such consideration and making any appropriate adjustments, to issue a final written report. The Benchmarker may accept or reject the comments of either Party in its sole discretion. B. In the event that the Parties agree to the Benchmark result and Supplier’s prices for the Aggregated Service(s) are is priced higher than the Benchmark, then Supplier shall either: (1) in the event Supplier’s prices for the Aggregated Service (sService(s) exceed the Benchmark by * or less, then Supplier shall reduce its prices for the Aggregated Service(s) down to the * in the next billing cycle. * “*” shall mean the amount equal to * __________________________ *Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. over Supplier’s prices for the Aggregated Service(s). For example, if the Benchmark for the Aggregated Services exceeds the then current Supplier Charges for the Aggregated Services by *, then Supplier shall reduce its prices for the Aggregated Services down by *; or (2) in the event Supplier’s prices for the Aggregated Service(s) exceed the Benchmark by more than *, Supplier shall reduce its prices for the Aggregated Service(s) (i) down by * in the next billing cycle (ii) *. Within * of receiving the * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. Benchmarking with a Benchmark triggering the pricing discussion requirement, Supplier shall provide Gap with a written proposal on *. The proposal shall *. Supplier’s proposal must be accompanied with sufficient detail to demonstrate to Gap what specific pricing metrics will be affected and how and may include discussion of technology architecture issues. The Parties shall structure and support the pricing discussions to proceed rapidly with the objective of completing such discussions within * of the date of receiving the Benchmarking. Failure of the Parties to agree on all pricing adjustments to be implemented within * of the date of receiving the Benchmarking, shall be deemed a rejection of Supplier’s proposal to reduce prices by Gap, unless the Parties otherwise agree in writing. C. Should the Parties agree to adjust pricing as provided herein, such adjustments shall be *. D. If (1) Supplier fails to adjust its pricing as required under subpart B above, or (2) Gap (in its sole discretion) does not accept Supplier’s proposal to reduce its prices to the Benchmark as set forth in subpart B(2) above, Gap may terminate this Agreement in accordance with Section 33.5 (Termination for Failure to Implement Benchmark Adjustments). E. All third party costs of the benchmarking shall be shared equally by the Parties.

Benchmark Adjustments. A. The Benchmarker shall issue a preliminary written report reflecting its findings. The Parties will review the preliminary benchmark analysis report and provide any comments in writing to the Benchmarker and the other Party within fifteen (15) days of receipt of the analysis. The Benchmarker will be instructed to consider any such comments received within such fifteen (15) day period and, after such consideration and making any appropriate adjustments, to issue a final written report. The Benchmarker may accept or reject the comments of either Party in its sole discretion. B. In the event that the Parties agree to the Benchmark result and Supplier’s prices for the Aggregated Service(s) are is priced higher than the Benchmark, then Supplier shall either: (1) in the event Supplier’s prices for the Aggregated Service (sService(s) exceed the Benchmark by * or less, then Supplier shall reduce its prices for the Aggregated Service(s) down to the * in the next billing cycle. * “*” shall mean the amount equal to * __________________________ *Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. over Supplier’s prices for the Aggregated Service(s). For example, if the Benchmark for the Aggregated Services exceeds the then current Supplier Charges for the Aggregated Services by *, then Supplier shall reduce its prices for the Aggregated Services down by *; or (2) in the event Supplier’s prices for the Aggregated Service(s) exceed the Benchmark by more than *, Supplier shall reduce its prices for the Aggregated Service(s) (i) down by * in the next billing cycle (ii) *. Within * of receiving the Benchmarking with a Benchmark triggering the pricing discussion requirement, Supplier shall provide Gap with a written proposal on *. The proposal shall *. Supplier’s proposal must be accompanied with sufficient detail to demonstrate to Gap what specific pricing metrics will be affected and how and may include discussion of technology architecture issues. The Parties shall structure and support the pricing discussions to proceed rapidly with the objective of completing such discussions within * of the date of receiving the Benchmarking. Failure of the Parties to agree on all pricing adjustments to be implemented within * of the date of receiving the Benchmarking, shall be deemed a rejection of Supplier’s proposal to reduce prices by Gap, unless the Parties otherwise agree in writing. C. Should the Parties agree to adjust pricing as provided herein, such adjustments shall be *. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. D. If (1) Supplier fails to adjust its pricing as required under subpart B above, or (2) Gap (in its sole discretion) does not accept Supplier’s proposal to reduce its prices to the Benchmark as set forth in subpart B(2) above, Gap may terminate this Agreement in accordance with Section 33.5 (Termination for Failure to Implement Benchmark Adjustments). E. All third party costs of the benchmarking shall be shared equally by the Parties.