EXTRAORDINARY RATE ADJUSTMENTS Clause Samples

EXTRAORDINARY RATE ADJUSTMENTS. ‌ The Contractor may petition the County in writing at times other than that allowed under 10.4 (Annual Rate Adjustment) for an adjustment in the maximum rates due to (i) extraordinary circumstances beyond the Contractor’s reasonable control, or (ii) due to new programs and services requested by County as provided herein. The Contractor shall provide documentation and analysis to the satisfaction of County of the reasons for such adjustment. Petitions regarding extraordinary circumstances beyond the Contractor’s control shall satisfy all of the following conditions: (i) materially alters Contractor’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 Contractor of its cost of operations. The Contractor’s request shall contain substantial proof and justification to support the need for the adjustment. For each request brought pursuant to this section Contractor shall prepare a schedule documenting the extraordinary costs. Such request shall be prepared in a form reasonably acceptable to the County with support for assumptions made by the Contractor in preparing the estimate. The Contractor 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 Agreement. The County may request from the Contractor such further information as reasonably necessary to fully evaluate the request and make its determination. County may request a copy of the Contractor’s annual financial statements in connection with the County’s review of the Contractor’s rate adjustment request. County shall review the Contractor’s request and, in Board’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. The Board may consider increases or decreases in the Contractor’s total revenues and total cost of services when reviewing an extraordinary rate adjustment request. The County and the Contractor may agree to make changes in the service levels under this Agreement sufficient to avoid the need for a rate adjustment. Extraordinary rate adjustments shall only be effective after approval by the Boa...

EXTRAORDINARY RATE ADJUSTMENTS. Extraordinary Rate adjustments shall be limited to a Change in Law, a Change in Scope or a Change in Fees. If one or more of these occurs, Contractor may petition the Agency for an adjustment to the Rates in excess of the adjustment described in Section 9.1.B. Contractor shall prepare an application for the extraordinary Rate adjustment. Such submittal shall provide all information requested by the Agency’s Designated Representative specific to the nature of the request being made. Contractor shall pay all reasonable costs incurred by the Agency, including the costs of outside accountants, attorneys, and/or consultants, in order to make a determination of the reasonableness of the requested extraordinary Rate adjustment, up to a maximum, for each extraordinary Rate increase request, of ten thousand dollars ($10,000). The application shall clearly document the reason for the proposed adjustment, include calculation of the proposed Rate adjustments, and provide supporting documentation. If Contractor provides reasonable evidence that a Change in Law, a Change in Scope or a Change in Fees has occurred or will occur, that such change has resulted or will result in an increase in Contractor’s costs of performing and/or a decrease in Contractor’s profits under this Agreement, and that such increased costs are reasonable and/or such decreased profits are not reasonable, then Contractor shall be entitled to an adjustment in Rates sufficient to cover such increased costs and/or decreased profits. The decision of the Agency’s Board of Directors regarding reasonableness shall be conclusive. The Agency may also initiate an extraordinary adjustment to Rates due to a Change in Law, a Change in Scope or a Change in Fees. If the Agency provides reasonable evidence that one or more of these has occurred or will occur, that such change will result in a decrease in Contractor’s costs of performing and/or an increase in Contractor’s profits under this Agreement, and that such decreased costs are reasonable and/or such increased profits are not reasonable, then the Agency may adjust Rates sufficient to cover such decreased costs and/or increased profits. The decision of the Agency’s Board of Directors regarding reasonableness shall be conclusive. The Agency’s Designated Representative shall have the right to request any information that he or she, in his or her sole judgment, determines is necessary to establish the reasonableness or accuracy of Contractor’s request for an ext...

EXTRAORDINARY RATE ADJUSTMENTS. 1333 It is understood that the Contractor accepts the risk for changes in cost of providing services and the 1334 Service Levels requested by Customers and therefore the extraordinary adjustments to Rates shall be 1335 limited to a Change in Law or an RA Member-directed change in scope. If a Change in Law or RA 1336 Member- directed change in scope (pursuant to Section 5.5) occurs, the Contractor may petition the RA 1337 Members for an adjustment to the Rates in excess of the annual adjustment described in Section 9.2. 1338 Contractor shall prepare an application for the extraordinary Rate increase. Such submittal shall be 1339 prepared in compliance with the procedures described in Attachment E1 and shall provide all 1340 information requested by the Regional Agency Contract Manager specific to the nature of the request 1341 being made. Contractor shall pay all reasonable costs incurred by the RA Members, including the costs 1342 of outside accountants, attorneys, and/or consultants, in order to make a determination of the 1343 reasonableness of the requested Rate adjustment, up to a maximum for each extraordinary Rate 1344 increase request of Ten Thousand Dollars ($10,000) in the aggregate for all RA Members and Regional 1345 Agency combined. The application shall clearly document the reason for the proposed adjustment, 1346 include calculation of the proposed Rate adjustments, and provide supporting documentation. 1347 If Contractor provides reasonable evidence that a Change in Law or RA Member-directed change has 1348 occurred or will occur, that such change will result in an increase in Contractor’s costs of performing this 1349 Agreement, and that such increased costs are reasonable, then Contractor shall be entitled to an 1350 adjustment in rates sufficient to cover such increased costs. 1351 The Regional Agency Contract Manager shall have the right to request any other information that they, 1352 in their sole judgment, determine is necessary to establish the reasonableness or accuracy of 1353 Contractor’s request for an extraordinary Rate increase. Contractor’s failure to fully cooperate in a 1354 timely manner with any reasonable request for information by the Regional Agency Contract Manager 1355 may result in either the denial of or a delay in the approval of the request for an extraordinary Rate 1356 increase.

EXTRAORDINARY RATE ADJUSTMENTS. 802 It is understood that the Contractor accepts the risk for changes in cost of providing services and the 803 service levels requested by Customers and therefore the extraordinary adjustments to Rates shall be 804 limited to a Change in Law or an Agency‐directed change in scope. If a Change in Law or Agency‐ 805 directed change in scope (pursuant to Section 3.5) occurs, the Contractor may petition Agency for an 806 adjustment to the Rates in excess of the annual adjustment described in Section 8.2. 807 Contractor shall prepare an application for the extraordinary Rate increase. Such submittal shall be 808 prepared in compliance with the procedures described in Exhibit E3 and shall provide all information 809 requested by Agency Contract Manager specific to the nature of the request being made. Contractor 810 shall pay all reasonable costs incurred by Agency, including the costs of outside accountants, attorneys, 811 and/or consultants, in order to make a determination of the reasonableness of the requested Rate 812 adjustment. The application shall clearly document the reason for the proposed adjustment, include 813 calculation of the proposed Rate adjustments, and provide supporting documentation. 814 In the event of such an application for extraordinary Rate increase, it is understood that the Contractor 815 shall have the burden of demonstrating to the reasonable satisfaction of the Agency Contract Manager 816 that the failure of Agency to adjust the Rates will result in the Contractor’s financial loss or failure to 817 achieve reasonable profitability due to the Change in Law or Agency‐directed change in scope. The 818 Contractor will have to demonstrate financial loss or a failure to achieve reasonable profitability by 819 allowing for Agency Contract Manager review of financial statements and supporting documentation. 820 The Agency Contract Manager shall have the right to request any other information that they, in their 821 sole judgment, determine is necessary to establish the reasonableness or accuracy of Contractor’s 822 request for an extraordinary Rate increase. Contractor’s failure to fully cooperate in a timely manner 823 with any reasonable request for information by the Agency Contract Manager may result in either the 824 denial of or a delay in the approval of the request for an extraordinary Rate increase 825 ARTICLE 9. 826 INDEMNITY, INSURANCE, AND PERFORMANCE 827 BOND 828 9.1 INDEMNIFICATION

EXTRAORDINARY RATE ADJUSTMENTS. It is understood that the Contractor accepts the risk for changes in cost of providing Services and/or quantities and composition of materials Delivered to the Approved Processing Facilities and Approved Disposal Facility, and therefore any extraordinary adjustments to Per-Ton Rates shall be limited to circumstances arising from a Change in Law, or a City-Directed Change in Services.

EXTRAORDINARY RATE ADJUSTMENTS. The Contractor may from time to time request an adjustment to the Rates set forth on Exhibit “B” to recover increases in the cost of operations (or lost revenue) for circumstances that are not within the reasonable control of the Contractor. Such circumstances may include, but are not limited to: (i) a change in Contractor’s operations due to Force Majeure (as defined in Paragraph 28); (ii) any change in law, statute, rule, regulation, ordinance, order, permit condition, or other requirement of any Federal, State, regional, or local government that is effective after the date of this Contract, including but not limited to increases in surcharges, fees, assessments, or taxes levied upon waste collection; (iii) changes in the scope or method of operations provided by the Contractor required, initiated, or approved by the Municipality; or (iv) designation of another approved disposal site more than ten miles away from the Landfill; or (v) changes in disposal or processing fees. The Contractor’s request shall include a report detailing the increased expenses or lost revenue associated with performance. The Municipality shall not unreasonably withhold approval of such a request and shall respond in writing to a request within 90 days following receipt of the Contractor’s request. Failure of the Municipality to respond in writing to the Contractor’s request or to conclude action on a request within 90 days shall be deemed to be an approval of the request as submitted. If the Municipality unreasonably denies the Contractor’s request, the Contractor may, in addition to other remedies, terminate this Contract within 180 days after such a denial upon 90 days’ prior written notice to the Municipality.

EXTRAORDINARY RATE ADJUSTMENTS. In addition to the arumal permissive CPI adjustment in Section 8.3.1, the City and Contractor may each, from time to time but not more than one (1) time each calendar year request, an extraordinary adjustment to the rates to reflect unanticipated Material increased or decreased costs of providing services, which may include but are not limited to: (a) An event or circumstance occurs which could not reasonably be foreseen, and is extraordinai-y and not a usual business risk of Contractor; or (b) An event or circumstance occurs which is beyond the control of City or Contractor; or (c) It is necessary for Contractor to make a substantial change in its operation, or substantial capital investment in order to perf01m its obligations under this Franchise Agreement; or (d) Changes to operations mandated by Applicable Law, including any new or changed fee or chai·ge imposed by any governmental entity (excluding state or federal income taxes); or (e) Increases in fees for disposal or processing of Solid Waste, Recyclables or Organics if such material is being disposed of or processed at a third paiiy facility not owned or operated by Contractor (e.g., Sycamore Landfill). The paity requesting the extraordinary rate adjustment shall submit information in support of the requested adjustment for review within ten (10) days of submitting its request. The City Council shall approve or deny the request within ninety (90) days of submittal, in its reasonable judgment. Contractor may appeal determinations by the City Council under this paragraph to a hearing officer, as provided in Article 15 of this Agreement.

EXTRAORDINARY RATE ADJUSTMENTS. WM may increase the Base Rates every ninety (90) days to reflect WM’s actual increased costs or reduced revenue associated with performance of the services under this Agreement.

EXTRAORDINARY RATE ADJUSTMENTS. 39.6 .1 Once each Operating Year, before April, the Contractor may petition the Manager for a Rate adjustment on the basis of extraordinary or unusual changes in the cost of its operations that could not reasonably be foreseen by a prudent Person. The Contractor's petition shall contain a detailed justification for the Rate adjustment. Among other things, the Contractor's petition shall include an audited statement of Contractor's historical and current expenses, demonstrating that Contractor has incurred an extraordinary increase in Contractor's costs due to factors beyond the Contractor's control, which have occurred through no fault or negligence of the Contractor. The audited statement shall be prepared by a certified public accountant that is licensed in the State of Florida and not an employee of the Contractor or its affiliates. At its expense, the City may audit the Contractor's records to evaluate the Contractor's request. The Manager may request, and upon request, the Contractor shall provide all of the information that is reasonably necessary for the Manager to evaluate the Contractor's petition. After receiving the requested information, the Manager shall place the Contractor's petition and the Manager's recommendations on the agenda for one of the Commission's public meetings. The Contractor shall be given a reasonable opportunity at the Commission's meeting to explain the basis for its petition.