Extraordinary Adjustment. The parties acknowledge that there may be infrequent extraordinary events which, although they do not prevent either party from performing, and thus do not implicate the Force Majeure provisions hereof, nevertheless increase the cost of providing service such that Xxxxxxx’s compensation and the Fee adjustment mechanism provided in this Agreement result in Grantee’s suffering losses which are substantially outside the commercially reasonable expectations of the parties. The obligation of the parties in such event is to act reasonably toward each other in arriving at an appropriate adjustment in Fees. Accordingly, at its option, Grantee may apply to the City at any time, but not more frequently than once annually, for an extraordinary Fee adjustment should an event or circumstance arise (including a change in landfill tipping fee) that is not the result of a Change in Law or Change in Service Level which negatively impacts the economic operation of Grantee and which is in excess of the Fee adjustment resulting from the application of the annual adjustment formula set for in subparagraph (a) above. An interim adjustment in Fees will be deemed justified if it is necessary for the Grantee to make a substantial change in its operations, or substantial capital expenditure or investment in order to perform its obligations under this Agreement due to the occurrence of an event or circumstance other than a Change in Law or Change in Service Level which is beyond the reasonable control of Grantee. In the event of such an application for an extraordinary Fee increase, it is understood that the Grantee shall have the burden of demonstrating to the reasonable satisfaction of City the basis for the extraordinary increased cost.
Extraordinary Adjustment. Upon termination of this Agreement with respect to a Founding Member Group, a Common Unit Adjustment shall be made with respect to the Founding Member Group in accordance with Section 4 above; provided that a termination of this Agreement shall not result in a deemed Disposition of the ESA Party’s Theatres.
Extraordinary Adjustment. 526 4.08.1 CONTRACTOR may petition the CITY in writing at any time for an 527 adjustment in the maximum rates on the basis of extraordinary and unusual changes in the 528 costs of operations or programs that satisfy all of the following conditions: (i) materially alters 529 CONTRACTOR’S operations or overall costs; (ii) could not reasonably have been foreseen by a 530 prudent operator; (iii) by all reasonable expectations will continue for a period of at least six (6) 531 months; and (iv) is not addressed pursuant to Article 17. CONTRACTOR’S request shall 532 contain substantial proof and justification to support the need for the adjustment. The CITY may 533 request from the CONTRACTOR such further information as it deems necessary to fully 534 evaluate the request and make its determination. The CITY shall in the exercise of its 535 reasonable discretion approve or deny the request, in whole or in part, within sixty (60) calendar 536 days of receipt of the written request and all other additional information requested by the CITY.
Extraordinary Adjustment. Collector may petition the City in writing at reasonable times other than that allowed under Section 9.02 for an adjustment in the maximum rates due to (i) extraordinary circumstances beyond Collector’s control, or (ii) due to new programs and services requested by City as provided herein. Collector shall provide documentation and analysis to the satisfaction of City of the reasons for such adjustment. Petitions regarding extraordinary circumstances beyond the Collector’s control shall satisfy all of the following conditions: (i) materially alters Collector’s operations or overall costs; (ii) could not reasonably have been foreseen by a prudent operator; and (iii) by all reasonable expectations will continue for a period of at least six (6) months. Such changes shall not include changes in the market value of Recyclables or inaccurate estimates by the Collector of its cost of operations. Collector’s request shall contain substantial proof and justification to support the need for the adjustment. For each request brought pursuant to this section Collector shall prepare a schedule documenting the extraordinary costs. Such request shall be prepared in a form acceptable to City with support for assumptions made by Collector in preparing the estimate. Collector shall also submit a schedule showing how its total costs and total revenues have changed over the past two years for the services provided under this Contract. The City may request from the Collector such further information as it deems necessary to fully evaluate the request and make its determination. City may request a copy of the Collector’s annual financial statements in connection with the City’s review of Collector’s rate adjustment request. City shall review the Collector’s request and, in City Council’s sole judgment and absolute, unfettered discretion, make the final determination as to whether an adjustment to the maximum rates will be made, and, if an adjustment is permitted, the appropriate amount of the adjustment. City Council may consider increases or decreases in the Collector’s total revenues and total cost of services when reviewing an extraordinary rate adjustment request. The City and Collector may make changes in the service levels under the Franchise sufficient to avoid the need for a rate adjustment. Extraordinary rate adjustments shall only be effective after approval by City Council and may not be applied retroactively.
