Common use of Result of Benchmarking Clause in Contracts

Result of Benchmarking. If the Benchmarker finds that the aggregate Charges that are the subject of the Benchmarking are greater than the arithmetic mean of the prices charged by well- managed suppliers for work of a similar nature, type or volume, then Service Provider shall reimburse DIR for its costs associated with such Benchmarking and the Parties will work together to eliminate any such unfavorable variance to the Charges. Service Provider will eliminate the unfavorable variance within 180 days, provided, however, if Service Provider does not decrease the Charges as described above within such 180 days, DIR may, at its option, terminate this Agreement in whole or in relevant part (determined in DIR's judgment provided further, however, that any termination exercised by DIR hereunder will not be subject to or otherwise require payment of any Termination Charges). Termination by DIR under this Section 11.10(c) shall not be deemed a termination for cause under Section 20.1(a). Under no circumstances shall Benchmarking result in any increase to the Charges. The Benchmarker shall reasonably explain its methodology, including its use of relevant comparative data in the Benchmarker's report. DIR will instruct the Benchmarker to conduct the Benchmark so as not to unreasonably disrupt Service Provider's operations under this Agreement.

Result of Benchmarking. If the Benchmarker finds that the aggregate Charges that are the subject of the Benchmarking are greater than the arithmetic mean lowest fifty percent (50%) of the prices charged by well- well-managed suppliers for work of a similar nature, type type, or volume, then Service Provider shall reimburse DIR for its costs associated with such Benchmarking and the Parties will work together to eliminate any such unfavorable variance to the Charges. Service Provider will eliminate the unfavorable variance within 180 days, provided, however, if Service Provider does not decrease the Charges as described above within such 180 days, DIR may, at its option, terminate this Agreement in whole or in relevant part (determined in DIR's judgment provided further, however, that any termination exercised by DIR hereunder will not be subject to or otherwise require payment of any Termination Charges). Termination by DIR under this Section 11.10(c) shall not be deemed a termination for cause under Section 20.1(a). Under no circumstances shall Benchmarking result in any increase to the Charges. The Benchmarker shall reasonably explain its methodology, including its use of relevant comparative data in the Benchmarker's report. DIR will instruct the Benchmarker to conduct the Benchmark so as not to unreasonably disrupt Service Provider's operations under this Agreement.

Result of Benchmarking. If the Benchmarker finds that the aggregate Charges that are the subject of the Benchmarking are greater than the arithmetic mean lowest fifty percent (50%) of the prices charged by well- well-managed suppliers for work of a similar nature, type or volume, then Service Provider shall reimburse DIR for its costs associated with such Benchmarking and the Parties will work together to eliminate any such unfavorable variance to the Charges. Service Provider will eliminate the unfavorable variance within 180 days, provided, however, if Service Provider does not decrease the Charges as described above within such 180 days, DIR may, at its option, terminate this Agreement in whole or in relevant part (determined in DIR's judgment provided further, however, that any termination exercised by DIR hereunder will not be subject to or otherwise require payment of any Termination Charges). Termination by DIR under this Section 11.10(c) shall not be deemed a termination for cause under Section 20.1(a). Under no circumstances shall Benchmarking result in any increase to the Charges. The Benchmarker shall reasonably explain its methodology, including its use of relevant comparative data in the Benchmarker's report. DIR will instruct the Benchmarker to conduct the Benchmark so as not to unreasonably disrupt Service Provider's operations under this Agreement.

Result of Benchmarking. If the Benchmarker finds that the aggregate Charges that are the subject of the Benchmarking are greater than the arithmetic mean lowest twenty-five percent (25%) of the prices charged by well- well-managed suppliers for work of a similar nature, type or volume, then Service Provider shall reimburse DIR for its costs associated with such Benchmarking and the Parties will work together to eliminate any such unfavorable variance to the Charges. Service Provider will eliminate the unfavorable variance within 180 days, provided, however, if Service Provider does not decrease the Charges as described above within such 180 days, DIR may, at its option, terminate this Agreement in whole or in relevant part (determined in DIR's judgment provided further, however, that any termination exercised by DIR hereunder will not be subject to or otherwise require payment of any Termination Charges). Termination by DIR under this Section 11.10(c) shall not be deemed a termination for cause under Section 20.1(a). Under no circumstances shall Benchmarking result in any increase to the Charges. The Benchmarker shall reasonably explain its methodology, including its use of relevant comparative data in the Benchmarker's report. DIR will instruct the Benchmarker to conduct the Benchmark so as not to unreasonably disrupt Service Provider's operations under this Agreement.

Result of Benchmarking. If the Benchmarker finds that the aggregate Charges that are the subject of the Benchmarking are greater than the arithmetic mean lowest twenty-five percent (25%) of the prices charged by well- well-managed suppliers for work of a similar nature, type or volume, then Service Provider shall reimburse DIR TxDOT for its costs associated with such Benchmarking and the Parties will shall work together to eliminate any such unfavorable variance to the Charges. Service Provider will shall eliminate the unfavorable variance within 180 sixty (60) days, ; provided, however, that if Service Provider does not decrease the Charges as described above within such 180 sixty (60) days, DIR TxDOT may, at its option, terminate this Agreement in whole or in relevant part (determined in DIRTxDOT's reasonable judgment provided further, however, that any termination exercised by DIR TxDOT hereunder will shall not be subject to or otherwise require payment of any Termination Charges). Termination by DIR under this Section 11.10(c) shall not be deemed a termination for cause under Section 20.1(a). Under no circumstances shall Benchmarking result in any increase to the Charges. The Benchmarker shall reasonably explain its methodology, including its use of relevant comparative data in the Benchmarker's report. DIR will TxDOT shall instruct the Benchmarker to conduct the Benchmark so as not to unreasonably disrupt Service Provider's operations under this Agreement.

Result of Benchmarking. If the Benchmarker finds that the aggregate Charges that are the subject of the Benchmarking are greater than the arithmetic mean lowest fifty percent (50%) of the prices charged by well- managed suppliers for work of a similar nature, type or volume, then Service Provider shall reimburse DIR for its costs associated with such Benchmarking and the Parties will work together to eliminate any such unfavorable variance to the Charges. Service Provider will eliminate the unfavorable variance within 180 days, provided, however, if Service Provider does not decrease the Charges as described above within such 180 days, DIR may, at its option, terminate this Agreement in whole or in relevant part (determined in DIR's judgment provided further, however, that any termination exercised by DIR hereunder will not be subject to or otherwise require payment of any Termination Charges). Termination by DIR under this Section 11.10(c) shall not be deemed a termination for cause under Section 20.1(a). Under no circumstances shall Benchmarking result in any increase to the Charges. The Benchmarker shall reasonably explain its methodology, including its use of relevant comparative data in the Benchmarker's report. DIR will instruct the Benchmarker to conduct the Benchmark so as not to unreasonably disrupt Service Provider's operations under this Agreement.