Limitation on Price Adjustments. If the Contractor or any subcontractor fails to generate, maintain, or make available any records required under this Contract, in addition to any rights to which WMATA may be entitled, the Contracting Officer shall determine whether such failure is willful, deliberate or otherwise precipitated by the Contractor's bad faith, in which case the Contractor shall not be entitled to any price adjustment for the work in question. Where the Contracting Officer determines that the failure was not the result of the Contractor's bad faith, he or she shall determine the reasonable direct costs of the work for which records are not available, and add a single mark-up for indirect expenses not to exceed ten percent (10%) of the direct costs based on:
i. An audit of the Contractor's or subcontractor's records made available to WMATA; and/or
ii. WMATA's estimate as the Contracting Officer adopts or modifies.
Limitation on Price Adjustments. For purposes of clarity, except where Sections 4.3 or 4.4 apply, the Product Price shall be determined and adjusted no more often than annually at the start of each Year (i.e., the adjusted Price shall become effective on January 1st). Patheon shall provide Penwest with written notice of each such adjustment on or before October 1st of the previous Year and such price adjustment shall be effective in the next Year. The Parties shall review and discuss any such adjustment based on actual and substantiated changes to the cost Components described in this Article 4.
