Common use of Extraordinary Events or Circumstances Clause in Contracts

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. ‌ 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 Contractor with written notice reasonably describing such event or circumstance and directing Vendor Contractor to temporarily perform Services in an extraordinary or unusual manner (e.g., perform Services services at levels above or below the Service Levels set forth in Schedule 4A) 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 Contractor 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 Contractor in the performance of the affected Services, Vendor Contractor 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 (ai) pay Vendor Contractor an amount equal to the undisputed portion of any such increase, or (bii) promptly receive from Vendor Contractor a credit equal to the amount of any such decrease. Any such request by Vendor Contractor for such an adjustment of Fees must be asserted in writing within sixty thirty (6030) calendar days after the date of VendorContractor’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 Contractor shall diligently proceed with performance of the requested, extraordinary Services. All adjustments made pursuant to this Section shall be subject to the record-record- keeping requirements and audit rights set forth in this Agreement.

Extraordinary Events or Circumstances. ‌ The County Commonwealth 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 services at levels above or below the Service Levels set forth in Schedule 43.12) for a specified period of limited duration. The County Commonwealth 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 Commonwealth 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 Commonwealth with written documentation, in a form and in such detail reasonably acceptable to the County, documentation substantiating such increase or decrease in the Fees, requesting the CountyCommonwealth’s attention to the matter, and the County Commonwealth shall either (a) promptly pay Vendor an amount equal to the undisputed portion of any such increase, 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 thirty (6030) calendar days after the date of Vendor’s receipt of the CountyCommonwealth’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 6.7 shall be subject to the record-keeping requirements and audit rights set forth in this AgreementSection 18.

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 Contractor with written notice reasonably describing such event or circumstance and directing Vendor Contractor to temporarily perform Services in an extraordinary or unusual manner (e.g., perform Services services at levels above or below the Service Levels set forth in Schedule 4A) 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 Contractor 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 Contractor in the performance of the affected Services, Vendor Contractor 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 (ai) pay Vendor Contractor an amount equal to the undisputed portion of any such increase, or (bii) promptly receive from Vendor Contractor a credit equal to the amount of any such decrease. Any such request by Vendor Contractor for such an adjustment of Fees must be asserted in writing within sixty thirty (6030) calendar days after the date of VendorContractor’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 Contractor 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. 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 County of Orange Master Services Agreement for IT Services – Revision 5 Science Application International Corporation Amendment No. 23 to MA-017-13011864 32 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.