Extraordinary Events or Circumstances. Symetra may, at any time, in a written notice signed by the Symetra Project Executive, or his or her designee, and as a result of an Extraordinary Event: (a) direct ACS, in accordance with Section 2.8, to perform Services in an extraordinary manner (e.g., perform Services at service levels above or below the SLRs for a limited duration); or (b) direct ACS to prepare and submit a proposed Out-of-Scope Work Order more quickly than required under Section 2.9.1; (c) direct ACS to temporarily cease the performance of certain Services; or (d) obtain a Third Party to perform certain Services for the duration of the Extraordinary Event. If such Extraordinary Event results in ACS’ performance of Other Services, to the extent incremental pricing for such Other Services is not set forth in this Agreement (including, in particular, in Schedule 4), the Parties shall engage in good faith negotiations in order to arrive at appropriate fees and expenses to be paid to ACS in consideration of its performance of such Other Services. If such Extraordinary Event results in ACS’ performance of additional or fewer Services, as the case may be: (e) provided: (i) the upper Pricing Band limit or the lower Pricing Band limit, as applicable, for such Services as specified in Schedule 3 has not been surpassed for more than ninety (90) calendar days, the applicable pricing set forth in Schedule 3 shall apply; or (f) once the upper Pricing Band limit or the lower Pricing Band limit, as applicable, for such Services as specified in Schedule 3 has been surpassed for more than ninety (90) calendar days, the Parties shall engage in good faith negotiations in order to arrive at new pricing for the affected Service Tower Services. The rights and obligations of the Parties under this Section 2.10 shall be in addition to those under Sections 2.5.7, 9.2.3 and similar provisions of this Agreement addressing Force Majeure Events. Table of Contents
Extraordinary Events or Circumstances. The County may, at any time, and from time to time during the Term, and as a result of an extraordinary event or circumstance, including a Force Majeure Event, provide Vendor with written notice reasonably describing such event or circumstance and directing Vendor to temporarily perform Services in an extraordinary or unusual manner (e.g., perform Services at levels above or below the Service Levels set forth in Schedule 4) for a specified period of limited duration. The County may also, in such an event or circumstance, in its discretion, perform itself or obtain a third party to perform certain Services for the duration of such extraordinary event or circumstance, promptly informing Vendor thereof in writing. To the extent that any such action by the County causes or results in an increase or decrease in the costs or expenses reasonably and directly incurred by Vendor in the performance of the affected Services, Vendor shall promptly provide the County with written documentation, in a form and in such detail reasonably acceptable to the County, substantiating such increase or decrease in the Fees, requesting the County’s attention to the matter, and the County shall either (a) pay Vendor an amount equal to the undisputed portion of any such increase, or (b) promptly receive from Vendor a credit equal to the amount of any such decrease. Any such request by Vendor for such an adjustment of Fees must be asserted in writing within sixty (60) calendar days after the date of Vendor’s receipt of the County’s notice regarding such extraordinary circumstance or event, or, if such event or circumstance should continue unabated for more than thirty (30) calendar days, within such additional period of time as the Parties may agree upon in writing. Pending the determination and resolution of any such adjustment, Vendor shall diligently proceed with performance of the requested, extraordinary Services. All adjustments made pursuant to this Section shall be subject to the record-keeping requirements and audit rights set forth in this Agreement.
Extraordinary Events or Circumstances. Client may, at any time, and from time to time during the Term, and as a result of an extraordinary event or circumstance, including a Force Majeure Event, provide Provider with written notice reasonably describing such event or circumstance and directing Provider to temporarily perform Services in an extraordinary or unusual manner (e.g., perform services at levels above or below the Service Levels set forth in Schedule 4) for a specified period of limited duration. Client may also, in such an event or circumstance, in its discretion, perform itself or obtain a third party to perform certain Services for the duration of such extraordinary event or circumstance, promptly informing Provider thereof in writing. To the extent that any such action by Client causes or results in an increase or decrease in the costs or expenses reasonably and directly incurred by Provider in the performance of the affected Services, Provider shall promptly provide Client with written documentation substantiating such increase or decrease in the Fees, requesting Client’s attention to the matter, and Client shall either promptly pay Provider an amount equal to any such increase or promptly receive from Provider a credit equal to the amount of any such decrease. Any such request by Provider for such an adjustment of Fees must be asserted in writing within sixty (60) days after the date of Provider’s receipt of Client’s notice regarding such extraordinary circumstance or event, or, if such event or circumstance should continue unabated for more than sixty (60) days, within such additional period of time as the Parties may agree upon in writing. Pending the determination and resolution of any such adjustment, Provider shall diligently proceed with performance of the requested, extraordinary Services. All adjustments made pursuant to this Section shall be subject to the record-keeping requirements and audit rights set forth in this Agreement.
Extraordinary Events or Circumstances. Investors may, at any time, in a writing signed by an Investors Representative, and as a result of an extraordinary event or circumstance, including a Force Majeure Event: (i) direct Provider, in accordance with the change management procedures in Section 7.4, to perform Services in an extraordinary manner (e.g., perform services at service levels above or below the MASLs for a limited duration); (ii) direct Provider to temporarily cease the performance of certain Services; or (iii) obtain a third party to perform certain Services for the duration of the extraordinary event or circumstance. If any such Investors request causes an increase in Provider’s direct cost or expense of performance of the affected Services, Investors shall pay Provider an amount equal to any such increase. Any request by Provider for such an adjustment must be asserted in writing to an Investors Representative within thirty (30) calendar days after the date of receipt by Provider of Investors’ writing with respect to the extraordinary circumstance or event, or within such additional period of time as an Investors Representative may agree in writing, and shall include factual information and support for all purported increases and decreases in direct cost or expense. Pending the determination of any such adjustment, Provider will diligently proceed with the requested Services. Subject to Section 6.2, Investors may require the submission of supporting cost and expense documentation and inspection of Provider’s pertinent for the purpose of verifying Provider’s request and determining the basis for the adjustment.
Extraordinary Events or Circumstances. The County may, at any time, in a writing signed by the Contracting Officer or his or her designee, and as a result of an extraordinary event or circumstance, including a Force Majeure Event: (i) direct Contractor, in accordance with Section 11, to perform Services in an extraordinary manner (e.g., perform Services at SLs above or below the existing SL requirements for a limited duration); or (ii) direct Contractor to temporarily cease the performance of certain Services; or (iii) obtain a Third-Party to perform certain Services for the duration of the extraordinary event or circumstance. If any such County request causes an increase or decrease in Contractor’s direct cost or expense of performance of the affected Services for which Contractor would not otherwise be obligated to provide, the County shall pay Contractor an amount equal to any such increase or Contractor shall credit to the County the amount of any such decrease. Any request by Contractor for such an adjustment must be asserted in writing to the County’s Contracting Officer within thirty (30) days after the date of receipt by Contractor of the County’s writing with respect to the extraordinary circumstance or event, or within such additional period of time as the County’s Contracting Officer may agree in writing, and shall include factual information and support for all purported increases and decreases in direct cost or expense. Pending the determination of any such adjustment, Contractor will diligently proceed with the requested Services. The County may require the submission of supporting cost and expense documentation and inspection of Contractor’s pertinent books and records for the purpose of verifying Contractor’s request and determining the basis for the adjustment.
