Common use of Delay Events Clause in Contracts

Delay Events. (a) If the Concessionaire is affected by a Delay Event, it shall give notice within 30 days following the date on which it first became aware (or should have been aware, using all reasonable due diligence) of such Delay Event to the Department (provided, that in the case of the same Delay Event being a continuing cause of delay, only one notice shall be necessary), which notice shall include (i) a statement of which Delay Event the claim is based upon, (ii) details of the circumstances from which the delay arises, and (iii) an estimate of the delay in the performance of obligations under this Agreement attributable to such Delay Event and information in support thereof, if known at that time. The Department shall, after receipt of the said notice, be entitled by notice to require the Concessionaire to provide such further supporting particulars as the Department may reasonably consider necessary. If for any reason the Concessionaire fails to deliver such notice of a Delay Event within such 30 day period, the Concessionaire shall be deemed to have irrevocably and forever waived and released any Claim or right to time extensions or any other relief with respect to such Delay Event. (b) The Concessionaire shall notify the Department within 15 days following the date on which it first became aware (or should have been aware, using all reasonable due diligence) that such a Delay Event has ceased. (c) Subject to the Concessionaire giving the notice required in Section 13.01(a)(i), a Delay Event pursuant to this subsection (b) shall excuse the Concessionaire from whatever performance is prevented by the Delay Event referred to in such notice for such appropriate number of days as the Department and the Concessionaire jointly determine, each acting reasonably. During the Work Period, extensions for Delay Events affecting the Work shall be based on TIA and the then current Baseline Schedule, taking into account impacts of the Delay Events on critical path items. If the Department and the Concessionaire cannot agree upon the period of extension, then either Party shall be entitled to refer the matter to the dispute resolution procedure in Section 17.06. This Section 13.01(c)(iii) shall not excuse the Concessionaire from the performance and observance under this Agreement of all obligations and covenants not affected by the Delay Event. Notwithstanding the occurrence of a Delay Event, the Concessionaire shall continue its performance and observance under this Agreement of all of its obligations and covenants to be performed to the extent that it is reasonably able to do so and shall use its reasonable efforts to minimize the effect and duration of the Delay Event. Nothing herein shall permit or excuse noncompliance with a change to applicable Law.

Delay Events. (a) If the Concessionaire is affected by a Delay Event, it shall give notice within 30 days following the date on which it first became aware (or should have been aware, using all reasonable due diligence) of such Delay Event to the Department (provided, that in the case of the same Delay Event being a continuing cause of delay, only one notice shall be necessary), which notice shall include (i) a statement of which Delay Event the claim is based upon, (ii) details of the circumstances from which the delay arises, and (iii) an estimate of the delay in the performance of obligations under this Agreement attributable to such Delay Event and information in support thereof, if known at that time. The Department shall, after receipt of the said notice, be entitled by notice to require the Concessionaire to provide such further supporting particulars as the Department may reasonably consider necessary. If for any reason the Concessionaire fails to deliver such notice of a Delay Event within such 30 day period, the Concessionaire shall be deemed to have irrevocably and forever waived and released any Claim or right to time extensions or any other relief with respect to such Delay Event. (b) The Concessionaire shall notify the Department within 15 days following the date on which it first became aware (or should have been aware, using all reasonable due diligence) that such a Delay Event has ceased. (c) Subject to the Concessionaire giving the notice required in Section 13.01(a)(i), a Delay Event pursuant to this subsection (b) shall excuse the Concessionaire from whatever performance is prevented by the Delay Event referred to in such notice for such appropriate number of days as the Department and the Concessionaire jointly determine, each acting reasonably. During the Work Period, extensions for Delay Events affecting the Work shall be based on TIA and the then current applicable Baseline Schedule, taking into account impacts of the Delay Events on critical path items. If the Department and the Concessionaire cannot agree upon the period of extension, then either Party party shall be entitled to refer the matter to the dispute resolution procedure in Section 17.06. This Section 13.01(c)(iii) shall not excuse the Concessionaire from the performance and observance under this Agreement of all obligations and covenants not affected by the Delay Event. Notwithstanding the occurrence of a Delay Event, the Concessionaire shall continue its performance and observance under this Agreement of all of its obligations and covenants to be performed to the extent that it is reasonably able to do so and shall use its reasonable efforts to minimize the effect and duration of the Delay Event. Nothing herein shall permit or excuse noncompliance with a change to applicable Law.

Delay Events. (a) If the Concessionaire is affected by a Delay Event, it shall give written notice to the Department within 30 15 days following the date on which it the Concessionaire first became aware (or should have been aware, using all reasonable due diligence) of such that an event has occurred and that it is or will become a Delay Event to the Department Event, (provided, that in the case of the same Delay Event being a continuing cause of delay, only one notice shall be necessary), which . Such notice shall include include (i) a statement detailed description of which the Delay Event the claim is based uponEvent, (ii) details of the circumstances from which the delay Delay Event arises, and (iii) an estimate of the delay in the performance of obligations under this Agreement attributable to such Delay Event and information in support thereof, if known at that time. The Department shall, after receipt of the said notice, be entitled by notice to may require the Concessionaire to provide such further supporting particulars as the Department may reasonably consider deems necessary. The Concessionaire shall bear the burden of proving the occurrence of a Delay Event and the resulting impacts. (b) If for any reason the Concessionaire fails to deliver such notice of a Delay Event within such 30 15 day period, the Concessionaire shall be deemed to have irrevocably and forever waived and released any Claim or right to time extensions or any other relief with respect to such Delay EventEvent under this Agreement or any Project Agreement. (bc) Upon the occurrence of a Delay Event, the Concessionaire shall undertake immediate efforts to mitigate the effects of such Delay Event, including all steps that would generally be taken in accordance with Good Industry Practice, subject to the provisions in Section 13.02 on the Concessionaire’s repair of damage to the Project resulting from a Force Majeure event. The Concessionaire shall promptly deliver to the Department an explanation of the measures being undertaken to mitigate the delay and other consequences of the Delay Event. The Concessionaire shall notify the Department within 15 ten days following the date on which it first became aware (or should have been aware, using all reasonable due diligence) that such a Delay Event has ceased. (cd) Subject to the Concessionaire giving the notice required in Section 13.01(a)(i), a Delay Event pursuant to this subsection (b) shall excuse the Concessionaire from whatever performance is prevented by the Delay Event referred to in such notice for such appropriate number of days as the Department and the Concessionaire jointly determine, each acting reasonably. During the Work Period, extensions of key milestone and/or activities identified on the Baseline Schedule for Delay Events affecting the Work shall be based on TIA and the Time Impact Analysis, using then current Baseline Schedule, Schedule and taking into account impacts of the Delay Events on critical path Critical Path items, in accordance with the Technical Requirements, and shall affect only the Guaranteed Substantial Completion Date, the Outside Substantial Completion Date and the deadline for Final Acceptance set forth in Section 20.01(g). For avoidance of doubt, the Outside Substantial Completion Date may be extended in accordance with the previous sentence by reason of a Delay Event that occurs during the period after the Guaranteed Substantial Completion Date. If the Department and the Concessionaire cannot agree upon the period of extension, then either Party party shall be entitled to refer the matter to the dispute resolution procedure in Section 17.06. This Section 13.01(c)(iii22.01. (e) Delay Events occurring after Service Commencement shall not only excuse the Concessionaire from the performance and observance of obligations under this Agreement of all obligations and covenants not directly affected by the such Delay Event. , and shall not result in an extension of the Term, except through operation of the Maximum PVR as provided in Section 4.02(a)(iii) or except as provided in Section 13.02 in the case of a Force Majeure event. (f) Notwithstanding the occurrence of a Delay Event, the Concessionaire shall continue its performance and observance under this Agreement of all of its obligations and covenants to be performed to the extent that it is reasonably able to do so and shall use its reasonable efforts to minimize the effect and duration of the Delay Event. Nothing herein Without limiting the foregoing, the occurrence of a Delay Event shall permit not excuse the Concessionaire from timely payment of monetary obligations under this Agreement, from compliance with applicable Laws, or excuse noncompliance from compliance with Technical Requirements, except temporary inability to comply with applicable Laws or Technical Requirements as a change to applicable Lawdirect result of the Delay Event.

Delay Events. (a) If the Concessionaire is affected by a Delay Event, it shall give notice to the City within 30 days 10 Business Days following the date on which it first became aware (or should have been aware, using all reasonable due diligence) of such Delay Event to the Department (provided, provided that in the case of the same such Delay Event being a continuing cause of delay, only one notice shall be necessary), which notice shall include (i) a statement of which Delay Event the claim is based upon, (ii) details of the circumstances from which the delay arises, arises and (iii) an estimate of the delay in the performance of obligations under this Agreement attributable to such Delay Event and information in support thereof, if known at that time. The Department City shall, after receipt of the said any such notice, be entitled by notice to require the Concessionaire to provide such further supporting particulars as the Department City may reasonably consider necessary. If for any reason the Concessionaire fails to deliver such notice of a Delay Event within such 30 day period, the Concessionaire shall be deemed to have irrevocably and forever waived and released any Claim or right to time extensions or any other relief with respect to such Delay Event. (b) The Concessionaire shall notify the Department City within 15 days 10 Business Days following the date on which it first became aware (or should have been aware, using all reasonable due diligence) that such a Delay Event has ceased. (c) Subject to the Concessionaire giving the notice required in Section 13.01(a)(i15.1(a), a Delay Event pursuant to this subsection (b) shall excuse the Concessionaire from whatever performance is prevented by the Delay Event referred to in such notice for such appropriate number of days as the Department and the Concessionaire jointly Parties determine, each acting reasonably. During the Work Period, extensions for Delay Events affecting the Work shall be based on TIA and the then current Baseline Schedule, taking into account impacts of the Delay Events on critical path items. If the Department and the Concessionaire Parties cannot agree upon the period of extension, then either each Party shall be entitled to refer the matter to the dispute resolution procedure in Section 17.06Article 19. This Section 13.01(c)(iii15.1(c) shall not excuse the Concessionaire from the performance and observance under this Agreement of all obligations and covenants not affected by the Delay Event. Notwithstanding the occurrence of a Delay Event, the Concessionaire shall continue its performance and observance under this Agreement of all of its obligations and covenants to be performed to the extent that it is reasonably able to do so and shall use its reasonable efforts to minimize the effect and duration of the Delay Event. Nothing herein shall permit or excuse noncompliance with a change to applicable LawLaws. (d) If a Delay Event occurs that has the effect of causing physical damage or destruction to the System that results in the System being substantially unavailable for Utility Purposes and such effect continues for a period in excess of 120 days and has a material adverse effect on the fair market value of the Concessionaire Interest, and insurance policies payable (or that should have been payable but for the breach of an obligation to take out and maintain such insurance policy by the Concessionaire) or condemnation or other similar proceeds are insufficient to restore the Concessionaire to the same economic position as it would have been in the absence of such event, then, notwithstanding Section 2.1, the Concessionaire shall have the right to extend the Term for a period that would be sufficient so to compensate the Concessionaire and to restore it to the same economic position as it would have been in had such Delay Event not occurred (a “Delay Event Remedy”), which time period shall not exceed the length of time during which the System was substantially unavailable for Utility Purposes. (e) If the Concessionaire elects to exercise the right to the Delay Event Remedy, the Concessionaire shall give notice (“Delay Event Notice”) to the City within 30 days following the date on which the Concessionaire first became aware of its right to the Delay Event Remedy occurring setting forth (i) the details of the Delay Event and its effect on either causing physical damage or destruction to the System that results in the System being substantially unavailable for Utility Purposes or suspending the ability to impose and collect Service Charges, (ii) the amount claimed as compensation to restore the Concessionaire to the same economic position as it would have been in had such Delay Event not occurred (including the details of the calculation thereof) and (iii) the details of the relationship between such compensation and the Delay Event Remedy that it proposes. The City shall, after receipt of the Delay Event Notice, be entitled by notice to require the Concessionaire to provide such further supporting particulars as the City may reasonably consider necessary. If the City wishes to dispute the occurrence of a Delay Event or the Delay Event Remedy claimed in the Delay Event Notice, the City shall give notice of dispute (the “Delay Event Dispute Notice”) to the Concessionaire within 30 days following the date of receipt of the Delay Event Notice stating the grounds for such dispute, and if neither the Delay Event Notice nor the Delay Event Dispute Notice has been withdrawn within 30 days following the date of receipt of the Delay Event Dispute Notice by the Concessionaire, the matter shall be submitted to the dispute resolution procedure in Article 19.

Delay Events. (a) If the Concessionaire is affected by a Delay Event, it shall give written notice within 30 days as soon as practicable but in no event later than 10 Business Days following the date on which it first became aware (or should have been aware, using all reasonable due diligence) of the effect of such Delay Event to on the Department Concessionaire (provided, provided that in the case of the same such Delay Event being a continuing cause of delay, only one notice shall be necessary), which notice shall include (i) a statement of which Delay Event the claim is based upon, (ii) details of the circumstances from which the delay arises, arises and (iii) an estimate of the delay in the performance of obligations under this Agreement attributable to such Delay Event and information in support thereof, if known at that time. The Department University shall, after receipt of the said any such notice, be entitled by notice to require the Concessionaire to provide such further supporting particulars as the Department University may reasonably consider necessary. If for any reason the Concessionaire fails to deliver such notice of a Delay Event within such 30 day period, the Concessionaire shall be deemed to have irrevocably and forever waived and released any Claim or right to time extensions or any other relief with respect to such Delay Event. (b) The Concessionaire shall notify the Department University within 15 days 5 Business Days following the date on which it first became aware (or should have been aware, using all reasonable due diligence) that such a Delay Event has ceased. (c) Subject to the Concessionaire giving the notice required in Section 13.01(a)(i15.1(a), a Delay Event pursuant to this subsection (b) shall excuse the Concessionaire from whatever performance is prevented by the Delay Event referred to in such notice and, to the extent applicable, for such appropriate number of days Days as the Department University and the Concessionaire jointly determine, each acting reasonably. During the Work Period, extensions for Delay Events affecting the Work shall be based on TIA and the then current Baseline Schedule, taking into account impacts of the Delay Events on critical path items. If the Department University and the Concessionaire cannot agree upon the period of extension, then either Party shall be entitled to refer the matter to the dispute resolution procedure in Section 17.06. This Section 13.01(c)(iii) shall not excuse the Concessionaire from the performance and observance under this Agreement of all obligations and covenants not affected by the Delay Event. Notwithstanding the occurrence of a Delay Event, the Concessionaire shall continue its performance and observance under this Agreement of all of its obligations and covenants to be performed to the extent that it is reasonably able to do so and shall use its reasonable efforts to minimize the effect and duration of the Delay Event. Nothing herein shall permit or excuse noncompliance with a change to applicable Law.Article

Delay Events. (a) If the Concessionaire is affected by a Delay Event, it shall give written notice to the Department within 30 15 days following the date on which it the Concessionaire first became aware (or should have been aware, using all reasonable due diligence) of such that an event has occurred and that it is or will become a Delay Event to the Department , (provided, that in the case of the same Delay Event being a continuing cause of delay, only one notice shall be necessary), which . Such notice shall include include (i) a statement detailed description of which the Delay Event the claim is based uponEvent, (ii) details of the circumstances from which the delay Delay Event arises, and (iii) an estimate of the delay in the performance of obligations under this Agreement attributable to such Delay Event and information in support thereof, if known at that time. The Department shall, after receipt of the said notice, be entitled by notice to may require the Concessionaire to provide such further supporting particulars as the Department may reasonably consider deems necessary. The Concessionaire shall bear the burden of proving the occurrence of a Delay Event and the resulting impacts. (b) If for any reason the Concessionaire fails to deliver such notice of a Delay Event within such 30 15 day period, the Concessionaire shall be deemed to have irrevocably and forever waived and released any Claim or right to time extensions or any other relief with respect to such Delay EventEvent under this Agreement or any Project Agreement. (bc) Upon the occurrence of a Delay Event, the Concessionaire shall undertake immediate efforts to mitigate the effects of such Delay Event, including all steps that would generally be taken in accordance with Good Industry Practice, subject to the provisions in Section 13.02 on the Concessionaire’s repair of damage to the Project resulting from a Force Majeure event. The Concessionaire shall promptly deliver to the Department an explanation of the measures being undertaken to mitigate the delay and other consequences of the Delay Event. The Concessionaire shall notify the Department within 15 ten days following the date on which it first became aware (or should have been aware, using all reasonable due diligence) that such a Delay Event has ceased. (cd) Subject to the Concessionaire giving the notice required in Section 13.01(a)(i), a Delay Event pursuant to this subsection (b) shall excuse the Concessionaire from whatever performance is prevented by the Delay Event referred to in such notice for such appropriate number of days as the Department and the Concessionaire jointly determine, each acting reasonably. During the Work Period, extensions of key milestone and/or activities identified on the Baseline Schedule for Delay Events affecting the Work shall be based on TIA and the Time Impact Analysis, using then current Baseline Schedule, Schedule and taking into account impacts of the Delay Events on critical path Critical Path items, in accordance with the Technical Requirements, and shall affect only the Guaranteed Substantial Completion Date, the Outside Substantial Completion Date and the deadline for Final Acceptance set forth in Section 20.01(g). For avoidance of doubt, the Outside Substantial Completion Date may be extended in accordance with the previous sentence by reason of a Delay Event that occurs during the period after the Guaranteed Substantial Completion Date. If the Department and the Concessionaire cannot agree upon the period of extension, then either Party party shall be entitled to refer the matter to the dispute resolution procedure in Section 17.06. This Section 13.01(c)(iii22.01. (e) Delay Events occurring after Service Commencement shall not only excuse the Concessionaire from the performance and observance of obligations under this Agreement of all obligations and covenants not directly affected by the such Delay Event. , and shall not result in an extension of the Term, except through operation of the Maximum PVR as provided in Section 4.02(a)(iii) or except as provided in Section 13.02 in the case of a Force Majeure event. (f) Notwithstanding the occurrence of a Delay Event, the Concessionaire shall continue its performance and observance under this Agreement of all of its obligations and covenants to be performed to the extent that it is reasonably able to do so and shall use its reasonable efforts to minimize the effect and duration of the Delay Event. Nothing herein Without limiting the foregoing, the occurrence of a Delay Event shall permit not excuse the Concessionaire from timely payment of monetary obligations under this Agreement, from compliance with applicable Laws, or excuse noncompliance from compliance with Technical Requirements, except temporary inability to comply with applicable Laws or Technical Requirements as a change to applicable Lawdirect result of the Delay Event.

Delay Events. (a) If the Concessionaire Parking Company is affected by a Delay Event, it shall give notice within 30 days as soon as practicable but in no event later than Five (5) Business Days following the date on which it first became aware (or should have been aware, using all reasonable due diligence) of such Delay Event and the resulting delay to the Department Metro (provided, provided that in the case of the same such Delay Event being a continuing cause of delay, only one notice shall be necessary), which notice shall include include (i) a statement of which Delay Event the claim is based upon, (ii) details of the circumstances from which the delay arises, arises and (iii) an estimate of the delay in the performance of obligations under this Agreement attributable to such Delay Event and information in support thereof, if known at that time. The Department Metro shall, after receipt of the said any such notice, be entitled by notice to require the Concessionaire Parking Company to provide such further supporting particulars as the Department Metro may reasonably consider necessary. If for any reason the Concessionaire fails to deliver such notice of a Delay Event within such 30 day period, the Concessionaire shall be deemed to have irrevocably and forever waived and released any Claim or right to time extensions or any other relief with respect to such Delay Event. (b) The Concessionaire Parking Company shall notify the Department Metro within 15 days Five (5) Business Days following the date on which it first became aware (or should have been aware, using all reasonable due diligence) that such a Delay Event has ceased. (c) Subject to the Concessionaire Parking Company giving the notice required in Section 13.01(a)(i15.1(a), a Delay Event pursuant to this subsection (b) shall excuse the Concessionaire Parking Company from whatever performance is prevented by the Delay Event referred to in such notice for such appropriate number of days Days as the Department Metro and the Concessionaire Parking Company jointly determine, each acting reasonably. During the Work Period, extensions for Delay Events affecting the Work shall be based on TIA If Metro and the then current Baseline Schedule, taking into account impacts of the Delay Events on critical path items. If the Department and the Concessionaire Parking Company cannot agree upon the period of extension, then either Party shall be entitled to refer the matter to the dispute resolution procedure in Section 17.06Article 20. This Section 13.01(c)(iii15.1(c) shall not excuse the Concessionaire Parking Company from the performance and observance under this Agreement of all obligations and covenants not affected by the Delay Event. Notwithstanding the occurrence of a Delay Event, the Concessionaire Parking Company shall continue its performance and observance under this Agreement of all of its obligations and covenants to be performed to the extent that it is reasonably able to do so and shall use its reasonable efforts to minimize the effect and duration of the Delay Event. Nothing herein shall permit or excuse noncompliance with a change to applicable LawLaws. (d) Except as provided in the immediately following sentence, if a Delay Event occurs that has the effect of causing physical damage or destruction to a material part of the Metered Parking System that results in the Metered Parking System being substantially unavailable for the performance of Metered Parking Activities and such effect continues for a period in excess of One Hundred Twenty (120) Days (contiguous or non-continuous within a Three Hundred Sixty (360)-Day period) and has a Material Adverse Effect, or if insurance policies payable (or that should have been payable but for the breach of an obligation to take out and maintain such insurance policy by Parking Company) or condemnation or other similar proceeds are insufficient to restore Parking Company to the same economic position as it would have been in the absence of such event, then, notwithstanding Section 2.1, Parking Company shall have the right to extend the Term for a period that would be sufficient so to compensate Parking Company and to restore it to the same economic position as it would have been in had such Delay Event not occurred (a “Delay Event Remedy”). (e) If Parking Company elects to exercise the right to the Delay Event Remedy, Parking Company shall give notice (“Delay Event Notice”) to Metro within five (5) Business Days following the date on which Parking Company first became aware of its right to the Delay Event Remedy occurring setting forth (i) the details of the Delay Event and its effect on either causing physical damage or destruction to the Metered Parking System that results in the Metered Parking System being substantially unavailable for the performance of Metered Parking Activities or suspending the collection of Metered Parking Fees at the Metered Parking System, (ii) the amount claimed as compensation to restore Parking Company to the same economic position as it would have been in had such Delay Event not occurred (including the details of the calculation thereof) and (iii) the details of the relationship between such compensation and the Delay Event Remedy that it proposes. Metro shall, after receipt of the Delay Event Notice, be entitled by notice to require Parking Company to provide such further supporting particulars as Metro may reasonably consider necessary. If Metro wishes to dispute the occurrence of a Delay Event or the Delay Event Remedy claimed in the Delay Event Notice, Metro shall give notice to dispute (the “Delay Event Dispute Notice”) to Parking Company within Thirty (30) Days following the date of receipt of the Delay Event Notice stating the grounds for such dispute, and if neither the Delay Event Notice nor the Delay Event Dispute Notice has been withdrawn within Thirty (30) Days following the date of receipt of the Delay Event Dispute Notice by Parking Company, the matter shall be submitted to the dispute resolution procedure in Article 20.

Delay Events. (a) If the Concessionaire is affected by a Delay Event, it shall give notice to the City within 30 days 10 Business Days following the date on which it first became aware (or should have been aware, using all reasonable due diligence) of such Delay Event to the Department (provided, provided that in the case of the same such Delay Event being a continuing cause of delay, only one notice shall be necessary), which notice shall include (i) a statement of which Delay Event the claim is based upon, (ii) details of the circumstances from which the delay arises, arises and (iii) an estimate of the delay in the performance of obligations under this Agreement attributable to such Delay Event and information in support thereof, if known at that time. The Department City shall, after receipt of the said any such notice, be entitled by notice to require the Concessionaire to provide such further supporting particulars as the Department City may reasonably consider necessary. If for any reason the Concessionaire fails to deliver such notice of a Delay Event within such 30 day period, the Concessionaire shall be deemed to have irrevocably and forever waived and released any Claim or right to time extensions or any other relief with respect to such Delay Event. (b) The Concessionaire shall notify the Department City within 15 days 10 Business Days following the date on which it first became aware (or should have been aware, using all reasonable due diligence) that such a Delay Event has ceased. (c) Subject to the Concessionaire giving the notice required in Section 13.01(a)(i15.1(a), a Delay Event pursuant to this subsection (b) shall excuse the Concessionaire from whatever performance is prevented by the Delay Event referred to in such notice for such appropriate number of days as the Department and the Concessionaire jointly Parties determine, each acting reasonably. During the Work Period, extensions for Delay Events affecting the Work shall be based on TIA and the then current Baseline Schedule, taking into account impacts of the Delay Events on critical path items. If the Department and the Concessionaire Parties cannot agree upon the period of extension, then either each Party shall be entitled to refer the matter to the dispute resolution procedure in Section 17.06Article 19. This Section 13.01(c)(iii15.1(c) shall not excuse the Concessionaire from the performance and observance under this Agreement of all obligations and covenants not affected by the Delay Event. Notwithstanding the occurrence of a Delay Event, the Concessionaire shall continue its performance and observance under this Agreement of all of its obligations and covenants to be performed to the extent that it is reasonably able to do so and shall use its reasonable efforts to minimize the effect and duration of the Delay Event. Nothing herein shall permit or excuse noncompliance with a change to applicable LawLaws. (d) If a Delay Event occurs that has the effect of causing physical damage or destruction to the System that results in the System being substantially unavailable for Utility Purposes and such effect continues for a period in excess of 120 days and has a material adverse effect on the fair market value of the Concessionaire Interest, and insurance policies payable (or that should have been payable but for the breach of an obligation to take out and maintain such insurance policy by the Concessionaire) or condemnation or other similar proceeds are insufficient to restore the Concessionaire to the same economic position as it would have been in the absence of such event, then, notwithstanding Section 2.1, the Concessionaire shall have the right to extend the Term for a period that would be sufficient so to compensate the Concessionaire and to restore it to the same economic position as it would have been in had such Delay Event not occurred (a “Delay Event Remedy”), which time period shall not exceed the length of time during which the System was substantially unavailable for Utility Purposes.

Delay Events. (a) If the Concessionaire is affected by a Delay Event, it shall give notice within 30 days ten (10) Business Days following the date on which it first became aware (or should have been aware, using all reasonable due diligence) of such Delay Event to the Department Authority (provided, provided that in the case of the same such Delay Event being a continuing cause of delay, only one notice shall be necessary), which notice shall include (i) a statement of which Delay Event the claim is based upon, (ii) details of the circumstances from which the delay arises, and (iii) an estimate of the delay in the performance of obligations under this Agreement attributable to such Delay Event and information in support thereof, if known at that time. The Department Authority shall, after receipt of the said any such notice, be entitled by notice to require the Concessionaire to provide such further supporting particulars as the Department Authority may reasonably consider necessary. If for any reason the Concessionaire fails to deliver such notice of a Delay Event within such 30 day period, the Concessionaire shall be deemed to have irrevocably and forever waived and released any Claim or right to time extensions or any other relief with respect to such Delay Event. (b) The Concessionaire shall notify the Department Authority within 15 days ten (10) Business Days following the date on which it first became aware (or should have been aware, using all reasonable due diligence) that such a Delay Event has ceased. (c) Subject to the Concessionaire giving the notice required in Section 13.01(a)(i15.2(a), a Delay Event pursuant to this subsection (b) shall excuse the Concessionaire from whatever performance is prevented by the Delay Event referred to in such notice for such appropriate number of days as the Department Authority and the Concessionaire jointly determine, each acting reasonably. During the Work Period, extensions for Delay Events affecting the Work shall be based on TIA and the then current Baseline Schedule, taking into account impacts of the Delay Events on critical path items. If the Department Authority and the Concessionaire cannot agree upon the period of extension, then either Party shall be entitled to refer the matter to the dispute resolution procedure in Section 17.06ARTICLE 19. This Section 13.01(c)(iii15.2(c) shall not excuse the Concessionaire from the performance and observance under this Agreement of all obligations and covenants not affected by the Delay Event. Notwithstanding the occurrence of a Delay Event, the Concessionaire shall continue its performance and observance under this Agreement of all of its obligations and covenants to be performed to the extent that it is reasonably able to do so and shall use its reasonable efforts to minimize the effect and duration of the Delay Event. Nothing herein shall permit or excuse noncompliance with a change to applicable LawLaws. (d) If a Delay Event occurs that has the effect of causing physical damage or destruction to the Parking Garage System that results in the Parking Garage System being substantially unavailable for Parking Garage Purposes (and, in the case of Delay Events not arising under clause (v) of such definition, such effect or result continues for a period in excess of one hundred and sixty (60) days) and has a material adverse effect on the fair market value of the Concessionaire Interest, and insurance policies payable (or that should have been payable but for the breach of an obligation to take out and maintain such insurance policy by the Concessionaire) or condemnation or other similar proceeds are insufficient to restore the Concessionaire to the same economic position as it would have been in the absence of such event, then, the Concessionaire shall have the right (exercisable at its sole discretion) to (i) obtain Concession Compensation from the Authority and the City and/or (ii) notwithstanding Section 2.1, extend the Term for a period that would be sufficient so to compensate the Concessionaire and to restore it to the same economic position as it would have been in had such Delay Event not occurred (a “Delay Event Remedy”), which time period shall not exceed the length of time during which the Parking Garage System was substantially unavailable for Parking Garage Purposes. (e) If the Concessionaire elects to exercise the right to the Delay Event Remedy, the Concessionaire shall give notice (“Delay Event Notice”) to the Authority within 30 days following the date on which the Concessionaire first became aware of its right to the Delay Event Remedy occurring setting forth (i) the details of the Delay Event and its effect on either causing physical damage or destruction to the Parking Garage System that results in the Parking Garage System being substantially unavailable for Parking Garage Purposes or suspending parking fee collection at the Parking Garage System, (ii) the amount claimed as compensation to restore the Concessionaire to the same economic position as it would have been in had such Delay Event not occurred (including the details of the calculation thereof), and (iii) the details of the relationship between such compensation and the Delay Event Remedy that it proposes. The Authority shall, after receipt of the Delay Event Notice, be entitled by notice to require the Concessionaire to provide such further supporting particulars as the Authority may reasonably consider necessary. If the Authority wishes to dispute the occurrence of a Delay Event or the Delay Event Remedy claimed in the Delay Event Notice, the Authority shall give notice to dispute (the “Delay Event Dispute Notice”) to the Concessionaire within thirty (30) days following the date of receipt of the Delay Event Notice stating the grounds for such dispute, and if neither the Delay Event Notice nor the Delay Event Dispute Notice has been withdrawn within thirty (30) days following the date of receipt of the Delay Event Dispute Notice by the Concessionaire, the matter shall be submitted to the dispute resolution procedure in ARTICLE 19.